<PAGE>   1
                                                                 EXHIBIT 10.29


                                     LEASE
                               DATED JUNE 9, 1997
                 BY AND BETWEEN VOICE PLUS, INC., A CALIFORNIA
            CORPORATION, AS TENANT, AND EL DORADO HOLDING COMPANY,
                    INC., A CALIFORNIA LIMITED PARTNERSHIP,
                                  AS LANDLORD

<PAGE>   2
                                     INDEX
                                 OFFICE LEASE


<TABLE>
<S>                                                                           <C>
1.  Summary of Lease Provisions .............................................  1
    1.1   Tenant ............................................................  1
    1.2   Landlord ..........................................................  1
    1.3   Date of Lease .....................................................  1
    1.4   Premises ..........................................................  1
    1.5   Term ..............................................................  1
    1.6   Commencement Date .................................................  1
    1.7   Ending Date .......................................................  1
    1.8   Rent ..............................................................  1
    1.9   Use of Premises ...................................................  1
    1.10 Direct Cost Estimate ...............................................  1
    1.11  Security Deposit ..................................................  1
    1.12  Addresses for Notices .............................................  1
    1.13  Non-Exclusive Parking Spaces ......................................  1
    1.14  Summary Provisions in General .....................................  1
2.  Property Leased .........................................................  2
    2.1   Premises ..........................................................  2
    2.2   Improvements ......................................................  2
    2.3   Acceptance of Premises ............................................  2
3.  Term ....................................................................  2
    3.1   Commencement Date .................................................  2
    3.2   Delay of Commencement Date ........................................  2
    3.3   Early Occupancy ...................................................  2
    3.4   Tenant to Physically Occupy Premises ..............................  2
4.  Rent ....................................................................  2
    4.1   Rent ..............................................................  2
    4.2   Late Charge .......................................................  3
    4.3   Additional Rent ...................................................  3
    4.4   Cost of Living Adjustment .........................................  3
5.  Security Deposit ........................................................  3
6.  Use of Premises .........................................................  3
    6.1   Permitted Uses ....................................................  3
    6.2   Tenant to Comply with Legal Requirements ..........................  3
    6.3   Prohibited Uses ...................................................  4
7.  Insurance; Indemnity; Waiver ............................................  4
    7.1   Insurance by Landlord .............................................  4
    7.2   Insurance by Tenant ...............................................  4
    7.3   Failure by Tenant to Obtain Insurance .............................  4
    7.4   Indemnification ...................................................  4
    7.5   Claims by Tenant ..................................................  5
    7.6   Mutual Waiver of Subrogation ......................................  5
8.  Utilities and Services ..................................................  5
    8.1   Provision to Premises .............................................  5
    8.2   Failure to Provide Services .......................................  5
    8.3   Additional Electrical Power .......................................  5
    8.4   Heat Generating Machines ..........................................  5
    8.5   Excess Use of Services ............................................  5
9.  Repairs and Maintenance .................................................  5
    9.1   Landlord's Responsibilities .......................................  5
    9.2   Tenant's Responsibilities .........................................  6
10. Common Area .............................................................  6
    10.1  In General ........................................................  6
    10.2  Parking Areas .....................................................  6
    10.3  Maintenance by Landlord ...........................................  6
11. Direct Costs ............................................................  6
    11.1  Definition ........................................................  6
    11.2  Payment of Excess Direct Costs by Tenant ..........................  6
12. Alterations, Improvements and Personal Property .........................  7
    12.1  In General ........................................................  7
    12.2  Removal Upon Lease Termination ....................................  7
    12.3  Landlord's Improvements ...........................................  7
13. Default and Remedies ....................................................  7
    13.1  Events of Default .................................................  7
    13.2  Remedies ..........................................................  8
14. Damage or Destruction ...................................................  8
    14.1  Definition of Terms ...............................................  8
    14.2  Insured Casualty ..................................................  8
    14.3  Uninsured Casualty ................................................  8
    14.4  Tenant's Election .................................................  9
    14.5  Damage or Destruction Near End of Lease Term ......................  9
    14.6  Termination of Lease ..............................................  9
    14.7  Abatement of Rentals ..............................................  9
    14.8  Liability for Personal Property ...................................  9
    14.9  Waiver of Civil Code Remedies .....................................  9
    14.10 Damage or Destruction to the Building .............................  9
15. Condemnation ............................................................  9
    15.1  Definition of Terms ...............................................  9
    15.2  Rights ............................................................  9
    15.3  Total Taking ......................................................  9
    15.4  Partial Taking ....................................................  9
</TABLE>


<PAGE>   3


<TABLE>
<S>                                                                           <C>  
16. Liens ..................................................................  10
    16.1  Promises to be Free of Liens .....................................  10
    16.2  Notice of Lien; Bond .............................................  10
17. Landlord's Rights Access to Premises ...................................  10
18. Landlord's Right to Perform Tenant's Covenants .........................  10
19. Lender Requirements ....................................................  10
    19.1  Subordination ....................................................  10
    19.2  Subordination Agreements .........................................  10
    19.3  Approval by Lenders ..............................................  10
    19.4  Attornment .......................................................  10
    19.5  Estoppel Certificates and Financial Statements ...................  10
20. Holding Over ...........................................................  11
21. Notices ................................................................  11
22. Attorneys' Fees ........................................................  11
23. Assignment, Subletting and Hypothecation ...............................  11
    23.1  In General .......................................................  11
    23.2  Voluntary Assignment and Subletting ..............................  11
    23.3  Collection of Rent ...............................................  12
    23.4  No Bonus Value ...................................................  12
    23.5  Corporations and Partnerships ....................................  12
    23.6  Reasonable Provisions ............................................  12
    23.7  Attorneys' Fees and Costs ........................................  12
    23.8  Involuntary Transfer .............................................  12
    23.9  Hypothecation ....................................................  12
    23.10 Binding on Successors ............................................  12
24. Successors .............................................................  13
25. Landlord Default; Mortgagee Protection .................................  13
26. Exhibits ...............................................................  13
27. Surrender of Lease Not Merger ..........................................  13
28. Waiver .................................................................  13
29. General ................................................................  13
    29.1  Captions and Headings ............................................  13
    29.2  Definitions ......................................................  13
    29.3  Copies ...........................................................  13
    29.4  Time of Essence ..................................................  13
    29.5  Severability .....................................................  13
    29.6  Governing Law ....................................................  13
    29.7  Joint and Several Liability ......................................  13
    29.8  Construction of Lease Provisions .................................  13
    29.9  Conditions .......................................................  13
    29.l0 Tenant's Financial Statements ....................................  13
    29.11 Withholding of Landlord's Consent ................................  13
30. Signs; Directory .......................................................  14
31. Landlord as Party Defendant ............................................  14
32. Landlord Not a Trustee .................................................  14
33. Interest ...............................................................  14
34. Surrender of Premises ..................................................  14
35. Rights Reserved by Landlord ............................................  14
36. Observance of Rules and Regulations ....................................  14
37. Building Plans .........................................................  14
38. Relocation of Tenant ...................................................  14
39. Quiet Enjoyment ........................................................  15
40. Entire Agreement .......................................................  15
41. Labor Disputes .........................................................  15
42. Submission of Lease ....................................................  15
43. No Partnership or Joint Venture ........................................  15
44. Authority ..............................................................  15
</TABLE>

<PAGE>   4
                                  OFFICE LEASE

For and in consideration of the rentals, covenants, and conditions hereinafter
set forth, Landlord hereby leases to Tenant, and Tenant hereby rents from
Landlord, the herein described Premises for the term, at the rental and subject
to and upon all of the terms, covenants and agreements set forth in this Office
Lease, including Landlord's right to recover the Premises pursuant to Paragraph
23 below ("Lease"):


SUMMARY OF LEASE PROVISIONS

1.1     TENANT:  Voice Plus, Inc., a California corporation ("Tenant").

1.2     LANDLORD:  El Dorado Holding Company, Inc., a California Limited
        Partnership ("Landlord").

1.3     DATE OF LEASE (for reference purposes only):  June 9, 1997

1.4     PREMISES:  That certain space hereinafter more particularly described
        and situated in that certain building shown cross-hatched on the site
        plan attached hereto as Exhibit "A", commonly referred to as 39420
        Liberty Street, Suite 250 and located in the City of Fremont, County of
        Alameda, State of California. (Paragraph 2.1)

1.5     TERM:  three (3) years (Paragraph 3)

1.6     COMMENCEMENT DATE:  September 1, 1997, subject to the provisions of
        Paragraph 3 below. (Paragraph 3)

1.7     ENDING DATE:  August 31, 2000, unless sooner terminated pursuant to the
        terms of this Lease.

1.8     RENT:  (Paragraph 4)

               The monthly rent will be due and payable on or before the first
               day of each month and every month of the lease term as follows:

               Months  01-12  @  $11,514.45 per month
               Months  13-24  @  $11,911.50 per month
               Months  25-36  @  $12,308.55 per month

1.9     USE OF PREMISES:  General office use.  (Paragraph 6)

1.10    DIRECT COSTS ESTIMATE:  $ Base year 1997 (Paragraph 11.1) Tenant's
        percentage share of Direct Costs in excess of Direct Costs Estimate:
        11.82 percent. (Paragraph 11.2)

1.11    SECURITY DEPOSIT:  twelve thousand three hundred eight and 55/100
        ($12,308.55) dollars (Paragraph 5)

1.12    ADDRESSES FOR NOTICES:


To Landlord:  El  Dorado Holding Company,  Inc.
              3052 Willow Pass Road, Suite 203
              Concord, CA   94519                    Copy: Linda Wackwitz
                                                           VP General Counsel
To Tenant:    To the Premises with a courtesy copy to:     39420 Liberty Street
                                                           Suite 250
                  Voice Plus, Inc. Attn: Doug Zorn, CFO    Fremont, CA 94538
                  39420 Liberty Street, Suite 250
                  Fremont, CA 94538

1.13    NONEXCLUSIVE RIGHT TO USE: thirty-two (32) parking spaces within the
        Common Area. (Paragraph 10.2).

1.14    SUMMARY PROVISIONS IN GENERAL. Parenthetical references in this
        Paragraph 1 to other paragraphs in this Lease are for convenience of
        reference, and designate some of the other Lease paragraphs where
        applicable provisions are set forth. All of the terms and conditions of
        each such referenced paragraph shall be construed to be incorporated
        within and made a part of each of the above referring Summary of Lease
        Provisions. In the event of any conflict between any Summary of Lease
        Provision as set forth above and the balance of the Lease, the latter
        shall control.




        /s/
        INITIALS


                                       2
<PAGE>   5

PROPERTY LEASED


2.1 PREMISES. Landlord hereby leases to Tenant and Tenant hereby leases from
Landlord, upon the terms and conditions herein set forth, those certain
premises ("Premises") referred to in Paragraph 1.4 above and shown
cross-hatched on the floor plan attached hereto as Exhibit "B". In addition
Tenant shall have such rights in and to the Common Area (defined in Paragraph
11.1 below) as more fully described in Paragraph 11.1 below.

The building in which the Promises are located is referred to herein as the
"Building". The "Land" shall mean and refer to all of the real property
outlined in red on Exhibit "A", and shall not be limited to the parcel of real
property on which the Building is located (if the same is a separate legal
parcel). The Building and any other building(s) or improvement(s) now or
hereafter located on the Land are referred to herein collectively as the
"Project."

Landlord reserves the right to grant to tenants of the Project or of the
buildings or improvements which now exist or may hereafter be constructed upon
the Land or upon real property owned by Landlord adjacent to the Land, and to
the agents, employees, servants, invitees, contractors, guests, customers and
representatives of such tenants, or to any other user authorized by Landlord,
the non-exclusive right to use the Land for pedestrian and vehicular ingress
and egress and vehicular parking (excluding only that portion of the Land
designated herein for Tenant's exclusive use for vehicular parking, if any).

2.2 IMPROVEMENTS. The improvements to be constructed by Landlord for Tenant's
use in the Promises are set forth in detail on the attached Exhibit "C". In the
event of changes to any of the work set forth in Exhibit "C" (whether such
changes are required by any public agency, or by reason of any error or
omission in plans because of information provided to Landlord by Tenant, or
because requested in writing by Tenant and accepted in writing by Landlord),
Tenant shall pay to Landlord Landlord's costs related to such changes before
work in regard to such changes is commenced; provided, however, in no ever,
shall Landlord's failure to demand such payment before commencement of work in
regard to such changes, or Tenant's failure to pay for the same before
commencement of work in regard to such changes, be deemed to be a waiver of
Landlord's right to require or enforce collection of such payment for
changes at any time thereafter. Landlord's costs related to the changes shall
include, without limitation, all architectural, contractor and engineering
expenses, and the cost of all building and other permits, and inspection fees.
Tenant acknowledges that Landlord or a person or entity related to and/or
controlled by Landlord may serve as Landlord's architect, engineer and/or
contractor in regard to the above-described work and, in the event of any
changes, Landlord's costs shall be deemed to include architect, engineering
and/or contractor expenses at the rates charged to third parties by Landlord
and/or such related person or entity for such services, when performed
independently of any lease agreement. Since any construction work performed on
the Premises by Tenant prior to substantial completion of the work required of
Landlord pursuant to this Paragraph 2.2 may interfere with the work required of
Landlord or with Landlord's ability to obtain a Certificate of Completion
therefor, any such work by Tenant shall be subject to the provisions of
Paragraph 12.1 hereof, and Landlord may in its sole discretion withhold its
consent to any such work by Tenant.

2.3 ACCEPTANCE OF PREMISES By taking possession of the Premises, Tenant shall
be deemed to have accepted the Premises as being in good and sanitary order,
condition and repair and to have accepted the Premises in their condition
existing as of the date Tenant takes possession of the Promises, subject to all
applicable laws, covenants, conditions, restrictions, easements and other
matters of public record and the rules and regulations from time to time
promulgated by Landlord governing the use of the Building, Common Area and
Land, and further, to have accepted tenant improvements to be constructed by
Landlord (if any) as being completed in accordance with the plans and
specifications for such improvements subject only to completion of items on
Landlord's punch list. Tenant acknowledges that neither Landlord nor Landlord's
agents have made any representation or warranty as to the suitability of the
Premises for the conduct of Tenant's business, the condition of the Building or
Premises, or the use or occupancy which may be made thereof and Tenant has
independently investigated and is satisfied that this Premises are suitable for
Tenant's intended use and that the Building and Premises meet all governmental
requirements for, such intended use.

TERM

3.1 COMMENCEMENT DATE. The term of this Lease ("Lease Term") shall be for the
period specified in Paragraph 1.5 above, commencing on the date set forth in
Paragraph 1.6 above ("Commencement Date"); provided, however, in the event any
improvements to be constructed by Landlord, as set forth on Exhibit "C", are
not completed by the aforesaid Commencement Date, then the Commencement Date
shall be deemed to be the date on which the improvements to be constructed by
Landlord are substantially completed. Such improvements shall be deemed to be
substantially completed upon the occurrence of the earlier of the following:

     (a) The date on which all improvements to be constructed by Landlord have
     been substantially completed except for: (i) punch list items which do not
     prevent Tenant from using the Premises for its intended use; (if) such
     work as Landlord is required to perform but which is delayed because of
     fault or neglect of Tenant, acts of Tenant or Tenant's agents (including
     without limitation delays caused by work done on the Premises by Tenant or
     Tenant's agents or by acts of Tenant's contractors or subcontractors) or
     delays caused by change orders requested by Tenant or required because of
     any errors or omissions in plans submitted by Tenant; and (iii) such work
     as Landlord is required to perform but cannot complete until Tenant
     performs necessary portions of construction work it has elected or is
     required to do; or

     (b) The issuance of appropriate governmental approvals for occupancy of
     the Premises; or

     (c) The date Tenant opens for business in the Premises.

If the Commencement Date is a date other than the date set forth in Paragraph
1.6, then the Ending Date set forth in Paragraph 1.7, the rental adjustment
dates set forth in Paragraph 1.8 and any other dates certain specified herein
shall be adjusted accordingly. When the Commencement Date, Ending Date, rental
adjustment dates, and such other dates become ascertainable, Landlord and
Tenant shall specify the same in writing, in the form of the attached Exhibit
"D", which writing shall be deemed incorporated herein. Tenant's failure to
execute and deliver the letter attached hereto as Exhibit "D" shall be a
Default by Tenant hereunder. The expiration of the Lease Term or sooner
termination of this Lease is referred to herein as the "Lease Termination".

3.2 DELAY OF COMMENCEMENT DATE. Landlord shall not be liable for any damage or
loss incurred by Tenant for Landlord's failure for whatever cause to deliver
possession of the Premises by any particular date (including the Commencement
Date), nor shall this Lease be void or voidable on account of such failure to
deliver possession of the Premises; provided that if Landlord does not deliver
possession of the Premises to Tenant by a date which is one hundred fifty (150)
days from the date this lease is executed by both parties, Tenant shall have
the right to terminate this Lease by written notice delivered to Landlord
within five (5) days thereafter, and Landlord and Tenant shall be relieved of
their respective obligations hereunder; provided further that said one hundred
fifty (150) day period shall be extended by the number of days work on the
Premises is delayed due to fault or neglect of Tenant, acts of Tenant or
Tenant's agents, or due to acts of God, labor disputes, strikes, fires, rainy
or stormy weather, acts or failures to act of public agencies, inability to
obtain labor or materials, earthquake, war, insurrection, riots or other causes
beyond Landlord's reasonable control.

3.3 EARLY OCCUPANCY. If Tenant takes possession of the Promises prior to the
Commencement Date, Tenant shall do so subject to all of the terms and
conditions hereof and shall pay the Rentals provided for herein.

RENT

4.1 RENT. Tenant shall pay to Landlord as rent for the Premises ("Rent"),
in advance, on the first day of each calendar month, commencing on the date
specified in Paragraph 1.8 and continuing throughout the Lease Term (until
adjusted pursuant to Paragraph 4.4 below) the Rent set forth in Paragraph 1.8
above. Rent shall be prorated, based on thirty days per month, for any partial
month during the Lease Term. Rent shall be payable without deduction, offset,
prior notice or demand in lawful money of the United States to Landlord at the
address herein specified for purposes of notice or to such other persons or
such other places as Landlord may designate in writing.



                                       2
<PAGE>   6
4.2 LATE CHARGE. Tenant hereby acknowledges that late payment by Tenant to
Landlord of Rent will cause Landlord to incur costs not contemplated by this
Lease, the exact amount of which will be extremely difficult to ascertain. Such
costs include, but are not limited to, processing and accounting charges, and
late charges which may be imposed on Landlord by the terms of any mortgage or
deed of trust covering the Premises. Accordingly, Tenant shall pay to Landlord,
as Additional Rent, without the necessity of prior notice or demand, a late
charge equal to ten percent (10%) of any installment of Rent which is not
received by Landlord within ten (10) days after the due date for such
installment. The parties hereby agree that such late charge represents a fair
and reasonable estimate of the cost Landlord will incur by reason of late
payment by Tenant. in no event shall this provision for a late charge be
deemed to grant to Tenant a grace period or extension of time within which to
pay any installment of Rent or prevent Landlord front exercising any right or
remedy available to Landlord upon Tenant's failure to pay such installment of
Rent when due, including, without limitation the right to terminate this Lease.
In the event any installment of Rent is not received by Landlord by the
thirtieth (30th) day after the due date for such installment, such installment
shall bear interest at the annual rate set forth in Paragraph 33 below,
commencing on the thirty-first (31st) day after the due date for such
installment and continuing until such installment is paid in full.

4.3 ADDITIONAL RENT. All taxes, charges, costs and expenses and other sums
which Tenant is required to pay hereunder (together with all interest and
charges that may accrue thereon in the event of Tenant's failure to pay the
same) and all damages, costs and expenses which Landlord may incur by reason of
any Default by Tenant shall be deemed to be additional rent hereunder
("Additional Rent"). Additional Rent shall accrue commencing on the
Commencement Date. in the event of nonpayment by Tenant of any Additional Rent,
Landlord shall have all the rights and remedies with respect thereto as
Landlord has for the nonpayment of Rent. The term "Rentals" as used in this
Lease shall mean Rent and Additional Rent.

SECURITY DEPOSiT

5   Concurrently with Tenant's execution of this Lease, Tenant shall deposit 
with Landlord a security deposit ("Security Deposit") in the amount set forth
in Paragraph 1.11 above. The Security Deposit shall be held by Landlord as
security for the faithful performance by Tenant of each and every term,
covenant, and condition of this Lease applicable to Tenant, and not as
prepayment of Rent. if Tenant shall at any time fail to keep or perform any
term, covenant or condition of this Lease applicable to Tenant, including
without limitation, the payment of Rentals or those provisions requiring Tenant
to repair damage to the Premises caused by Tenant or to surrender the Premises
in the condition required pursuant to Paragraph 35 below, Landlord may but
shall not be obligated to, and without waiving or releasing Tenant from any
obligation under this Lease, use, apply or retain the whole or any part of the
Security Deposit reasonably necessary for the payment of any amount which
Landlord may spend by reason of Tenant's default or as necessary to compensate
Landlord for any loss or damage which Landlord may suffer by reason of Tenant's
default. in the event Landlord uses or applies any portion of the Security
Deposit, Tenant shall, within five (5) days after written demand by Landlord
remit to Landlord sufficient funds to restore the Security Deposit to its
original sum. Failure by Tenant to so remit funds shall be a Default by Tenant.
Should Tenant comply with all of the terms, covenants and conditions of this
Lease applicable to Tenant, the balance of the Security Deposit shall be
returned to Tenant within fourteen (14) days after Lease Termination and
surrender of the Premises by Tenant; provided, however, if any portion of the
Security Deposit is to be applied to repair damages to the Premises caused by
Tenant or Tenant's agents, to clean the Premises, or to remove alterations and
restore the Premises pursuant to Paragraph 13.2 below, then the balance of the
Security Deposit shall be returned to Tenant no later than thirty (30) days
from the date Landlord receives possession of the Premises.

USE OF PREMISES

6.1 PERMITTED USES. Tenant shall use the Premises and the Common Area only in
conformance with applicable governmental laws, regulations, rules and
ordinances for the purposes set forth in Paragraph 1.9 above, and for no other
purpose without the prior written consent of Landlord, which consent Landlord
may withhold in its sole discretion. Tenant acknowledges and agrees that
Landlord has selected or will be selecting tenants for the Building in order to
produce a mix of tenant uses compatible and consistent with the design
integrity of the Building and with other uses of the Building; provided,
however, the selection of Building tenants shall be in Landlord's sole
discretion and Landlord in making such selection shall not be deemed to be
warranting that any use of the Building made by any such tenant is compatible
or consistent with the design integrity of the Building or other uses of the
Building. Any change in use of the Premises or the Common Area by Tenant
without the prior written consent of Landlord, which consent Landlord may
withhold in Landlord's sole discretion, shall be a Default by Tenant. Tenant
and Tenant's agents shall comply with the provisions of any declaration of
covenants, conditions and restrictions affecting the Premises and the Common
Area.

6.2 TENANT TO COMPLY WITH LEGAL REQUIREMENTS. Tenant shall, at its sole cost,
promptly comply with all laws, statutes, ordinances, rules, regulations, orders
or requirements of all municipal, county, state and federal authorities and
quasi-governmental authorities relating to or affecting the use, occupational
safety, occupancy, or condition of the Premises, now in force, or which may
hereafter be in force, including without limitation any of the foregoing
relating to utility usage and load or number of permissible occupants or users
of the Premises, whether or not the same are now contemplated by the parties;
with the provisions of all recorded documents affecting the Premises or the
Common Area insofar as the same relate to or affect the condition, use,
occupational safety or occupancy of the Premises or the Common Area; and with
the requirements of any board of fire underwriters (or similar body now or
hereafter constituted) relating to or affecting the condition, use,
occupational safety or occupancy of the Premises or the Common Area. Tenant's
obligations pursuant to this paragraph shall include, without limitation,
maintaining or restoring the Premises and making structural and nonstructural
alterations and additions in compliance and conformity with all laws and
recorded documents relating to the condition, use, occupancy or occupational
safety of the Premises during the Lease Term; provided, however, that Landlord
shall make any alteration or addition required to bring the Premises or the
Common Area into compliance with legal requirements in effect at the time the
Premises or any improvements installed therein by Landlord, respectively, were
originally constructed. At Landlord's option, Landlord may make the required
alteration, addition or change, and Tenant shall pay the cost thereof as
Additional Rent. With respect to any structural alterations or additions as may
be hereafter required due to a change in laws and unrelated to Tenant's
specific use of the Premises or the Common Area, Tenant shall be required to
pay a pro rata portion of the cost thereof, which amount shall be determined by
multiplying the total cost by a fraction, the numerator of which is the number
of months remaining in the Lease Term at the time of the alteration or
addition, and the denominator of which is the number of months in the useful
life of the alteration or addition. Tenant shall obtain, prior to taking
possession of the Premises, any permits,




                                       3
<PAGE>   7

licenses or other authorizations required for the lawful operation of its
business at the Premises. The judgment of any court of competent jurisdiction
or the admission of Tenant in any action against Tenant, whether Landlord be a
party thereto or not, that Tenant has violated any law, statute, ordinance,
order, rule, regulation, recorded document or requirement, shall be conclusive
evidence of such violation by Tenant. Any alterations or additions undertaken
by Tenant pursuant to this Paragraph 6.2 shall be subject to the requirements
of Paragraph 13.1 below.

6.3 PROHIBITED USES. Tenant and Tenant's agents shall not commit or suffer to be
committed any waste upon the Premises. Tenant and Tenant's agents shall not do
or permit anything to be done in or about the Premises or Common Area which
will in any way obstruct or interfere with the rights of other tenants of the
Building, other authorized users of the Common Area, or occupants of
neighboring property, or injure or annoy them. Tenant and Tenant's agents shall
not use or allow the Premises to be used for any unlawful, immoral or hazardous
purpose or any purpose not permitted by this Lease nor shall Tenant or Tenant's
agents cause, maintain, or permit any nuisance in, on or about the Premises.
Tenant and Tenant's agents shall not do or permit anything to be done in or
about the Premises nor bring or keep anything in or about the Premises which
will in any way increase the existing rate or affect any insurance upon the
Premises, Common Area, Land or Building or any part thereof or any of its
contents, or cause a cancellation of any insurance policy covering the
Premises, Building, Land or Common Area or any part thereof or any of its con-
tents, nor shall Tenant or Tenant's agents keep, use or sell or permit to be
kept, used or sold in or about the Premises any articles which may be
prohibited by a standard form policy of fire insurance. In the event the rate
of any insurance upon the Premises, Building, Land or Common Area or any part
thereof or any of its contents is increased because of the acts or omissions of
Tenant or Tenant's agents, Tenant shall pay, as Additional Rent, the full cost
of such increase; provided, however, this provision shall in no event be deemed
to constitute a waiver of Landlord's right to declare a default hereunder by
reason of such increase or of any other rights or remedies of Landlord in
connection with such increase. Tenant and Tenant's agents shall not place any
loads upon the floor, walls or ceiling of the Premises which would endanger the
Building or the structural elements thereof or of the Premises, nor place any
harmful liquids in the drainage system of the Building or Common Area. No waste
materials or refuse shall be dumped upon or permitted to remain upon any part
of the Premises, Land, Common Area or Building except in enclosed trash
containers designed for that purpose by Landlord. No materials, supplies,
equipment, finished products (or semi-finished products), raw materials, or
other articles of any nature shall be stored upon, or be permitted to remain
on, any portion of the Land, Common Area or Building outside the Premises.


INSURANCE; INDEMNITY; WAIVER

7.1 INSURANCE BY LANDLORD.

     (a) Landlord shall, during the Lease Term, procure and keep in force the
     following insurance, the cost of which shall be a Direct Cost, payable by
     Tenant pursuant to Paragraph 11.2 below:

          (i) Property Insurance. "All risk" property insurance, including,
          without limitation, coverage for earthquake and flood; boiler and
          machinery (if applicable); sprinkler damage; vandalism; malicious
          mischief; full coverage plate glass insurance; and demolition,
          increased cost of construction and contingent liability from change
          in building laws on the Building and the Land, including any
          improvements or fixtures constructed or installed in the Building and
          on the Land by Landlord. Such insurance shall be in the full amount
          of the replacement cost of the foregoing, with reasonable deductible
          amounts, which deductible amounts shall be a Direct Cost, payable by
          Tenant pursuant to Paragraph 11.2. Such insurance shall also include
          rental income insurance, insuring that one hundred percent (100%) of
          the Rentals (as the same may be adjusted hereunder) will be paid to
          Landlord for a period of up to twelve (12) months if the Premises are
          destroyed or damaged, as may be required by any beneficiary of a deed
          of trust or any mortgagee of any mortgage affecting the Premises.
          Such insurance shall not cover any leasehold improvements installed
          in the Premises by Tenant at its expense, or Tenant's equipment,
          trade fixtures, inventory, fixtures or personal property located on
          or in the Premises;

          (ii) Liability Insurance. Comprehensive general liability (lessor's
          risk) insurance against any and all claims for personal injury, death
          or property damage occurring in or about the Building or the Land.
          Such insurance shall have a combined single limit of not less than
          Three Million Dollars ($3,000,000); and

          (iii) Other. Such other insurance as Landlord deems necessary and
          prudent.

7.2 INSURANCE BY TENANT. Tenant shall, during the Lease Term, at Tenant's sole
cost and expense, procure and keep in force the following insurance:

          (a) PERSONAL PROPERTY INSURANCE. "All risk" property insurance,
          including, without limitation, coverage for (if applicable); sprinkler
          damage; and from changes in building laws on all leasehold
          improvements installed in the Premises by Tenant at its expense (if
          any), and on all equipment, trade fixtures, inventory, fixtures and
          personal property located on or in the Premises, including
          improvements or fixtures hereinafter constructed or installed on the
          Premises. Such insurance shall be in an amount equal to the full
          replacement cost of the aggregate of the foregoing and shall provide
          coverage comparable to the coverage in the standard ISO all risk
          form, when such form is supplemented with the coverages required
          above.

          (b) LIABILITY INSURANCE. Comprehensive general liability insurance
          for the mutual benefit of Landlord and Tenant, against any and all
          claims for personal injury, death or property damage occurring in, or
          about the Premises and Common Area (and Tenant's operations on the
          Premises), or arising out of Tenant's or Tenant's agents' use of the
          Common Area or use or occupancy of the Premises. Such insurance shall
          have a combined single limit of not less than Three Million Dollars
          ($3,000,000). Such insurance shall contain a cross-liability
          (severability of interests) clause and an extended ("broad form")
          liability endorsement, including blanket contractual coverage. The
          minimum limits specified above are the minimum amounts required by
          Landlord, and may be revised by Landlord from time to time to meet
          changed circumstances, including without limitation to reflect (i)
          changes in the purchasing power of the dollar, (ii) changes indicated
          by the amount of plaintiffs' verdicts in personal injury actions in
          the State of California, or (iii) changes consistent with the
          standards required by other landlords in the county in which the
          Premises are located. Such liability insurance shall be primary and
          not contributing to any insurance available to Landlord, and
          Landlord's insurance (if any) shall be in excess thereto. 

          (c) OTHER. Such other insurance as required by law, including,
          without limitation, workers' compensation insurance.

          (d) FORM OF THE POLICIES. The policies required to be maintained by
          Tenant pursuant to Paragraphs 7.2 (a), (b), and (c) above shall be
          with companies, on forms, with deductible amounts (if any), and loss
          payable clauses satisfactory to Landlord, shall include Landlord and
          the beneficiary or mortgagee of any deed of trust or mortgage
          encumbering the Building and/or the Land as additional insureds, and
          shall provide that such parties may, although additional insureds,
          recover for any loss suffered by Tenant's negligence. Certified
          copies of policies or certificates of insurance shall be delivered to
          Landlord prior to the Commencement Date; a new policy or certificate
          shall be delivered to Landlord at least thirty (30) days prior to the
          expiration date of the old policy. Tenant shall have the right to
          provide insurance coverage which it is obligated to carry pursuant to
          the terms hereof in a blanket policy, provided such blanket policy
          expressly affords coverage to the Premises and Common Area and to
          Tenant as required by this Lease. Tenant shall obtain a written
          obligation on the part of Tenant's insurer(s) to notify Landlord and
          any beneficiary or mortgagee of a deed of trust or mortgage
          encumbering the Premises and/or the Land in writing of any
          delinquency in premium payments and at least thirty (30) days prior
          to any cancellation or modification of any policy.

7.3 FAILURE BY TENANT TO OBTAIN INSURANCE. If Tenant does not take out the
insurance required pursuant to Paragraph 7.2 or keep the same in full force and
effect, Landlord may, but shall not be obligated to, take out the necessary
insurance and pay the premium therefor, and Tenant shall repay to Landlord, as
Additional Rent, the amount so paid promptly upon demand. In addition, Landlord
may recover from Tenant and Tenant agrees to pay, as Additional Rent, any and
all reasonable expenses (including attorneys' fees) and damages which
Landlord may sustain by reason of the failure of Tenant to obtain and maintain
such insurance, it being expressly declared that the expenses and damages of
Landlord shall not be limited to the amount of the premiums thereon.

7.4 INDEMNIFICATION. Tenant shall indemnify, hold harmless, and defend Landlord
with competent counsel reasonably satisfactory to Landlord (except for
Landlords active negligence or willful misconduct) against all claims, losses
or liabilities for injury or death


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to any person or for damage to or loss of use of any property arising out of
any occurrence in, on or about the Building Common Area or Land, if caused or
contributed to by Tenant or Tenant's agents, or arising out of any occurrence
in, upon or at the Premises or on account of the use, condition, occupational
safety, or occupancy of the Premises. It is the intent of the parties hereto
that the indemnity contained in this Paragraph 7.4 shall not be limited or
barred by reason of any passive negligence on the part of Landlord or
Landlord's agents, except as expressly provided herein. Such indemnification
shall include and apply to attorneys' fees, investigation costs, and other
costs actually incurred by Landlord. Tenant shall further indemnity, defend and
hold harmless Landlord from and against any and all claims arising from any
breach or default in the performance of any obligation on Tenant's part to be
performed under the terms of this Lease. The provisions of this Paragraph 7.4
shall survive Lease Termination with respect to any damage, injury or death
occurring prior to such termination. This Lease is made on the express
condition that Landlord shall not be liable for, or suffer loss by reason of,
injury to person or property, from whatever cause, in any way connected with
the condition, use, occupational safety or occupancy of the Premises
specifically including, without limitation, any liability for injury to the
person or property of Tenant or Tenant's agents.

7.5 CLAIMS BY TENANT. Landlord shall not be liable to Tenant, and Tenant waives
all claims against Landlord, for injury or death to any person, damage to any
property, or loss of use of any property in the Premises, Common Area, Land or
Building or loss to Tenant's business by and from all causes, including without
limitation, any defect in the Premises, Common Area or Building and/or any
damage or injury resulting from fire, steam, electricity, gas, water or rain,
which may leak or flow from or into any part of the Premises, or from breakage,
leakage, obstruction or other defects of the pipes, sprinklers, wires,
appliances, plumbing, air conditioning or lighting fixtures, whether the damage
or injury results from conditions arising upon the Premises or upon other
portions of the Building, Common Area or Land or from other sources. Landlord
shall not be liable for any damages arising from any act or negligence of any
other tenant of the Building or user of the Common Area. Tenant or Tenant's
agents shall immediately notify Landlord in writing of any known defect in the
Premises, Common Area, Building or Land. The provisions of this Paragraph 7.5
shall not apply to any damage or injury caused by Landlord's willful misconduct
or sole negligence.

7.6 MUTUAL WAIVER OF SUBROGATION. Landlord hereby releases Tenant, and Tenant
hereby releases Landlord, and their respective officers, agents, employees and
servants, from any and all claims or demands of damages, loss, expense or
injury to the Premises, the Building or the Common Area, or to the furnishings,
fixtures, equipment, inventory or other property of either Landlord or Tenant
in, about or upon the Premises, the Building or the Common Area, which is
caused by or results from perils, events or happenings which are the subject of
insurance carried by the respective parties pursuant to this Paragraph 7.6 and
in force at the time of any such loss, whether due to the negligence of the
other party or its agents and regardless of cause or origin; provided, however,
that such waiver shall be effective only to the extent permitted by the
insurance covering such loss and to the extent such insurance is not prejudiced
thereby.

UTILITIES AND SERVICES

8.1 PROVISION TO PREMISES. Landlord shall furnish to the Premises from 7:00 a.m.
- 6:00 p.m. Monday through Friday (or such shorter period as may be prescribed
by any applicable policies or regulations adopted by any utility or
governmental agency), except for New Year's Day, Presidents' Day, Memorial Day,
Independence Day, Labor Day, Thanksgiving, Christmas and other legal holidays,
the following services (collectively the "Services"):

     (a) Normal electrical service, water, heat, and air conditioning as
     required in the reasonable judgment of Landlord for the comfortable use
     and occupation of the Premises and subject to any regulations imposed by
     any local, state, or federal governmental authority;

     (b) Janitorial and cleaning services, to the extent and manner in which
     such services, in Landlord's sole discretion, are customarily furnished in
     comparable buildings in the immediate market area; and

     (c)  Elevator service.  - 24 HOURS PER DAY

SEE ADDENDA ARTICLE 47

8.2 FAILURE TO PROVIDE SERVICES. Landlord shall not be liable, under any
circumstances and however occurring, for injury to person, damage to or loss
of use of property, inconvenience, or interference with business, and Tenant
shall not be entitled to any abatement or reduction of Rentals, by reason of
the installation, use or interruption of use of any equipment in connection
with the furnishing of any Services or by reason of a failure or delay in
furnishing any Services when such failure or delay is caused by accident or any
condition beyond Landlord's reasonable control (including without limitation
breakage, strikes, lockouts or other disturbances or disputes of any character)
or by the making of repairs or improvements to the Premises, Common Area, Land
or Building, or the limitation, curtailment, rationing or other restriction on
use of water, gas, electricity or any other form of energy, or any other
Services or utility whatsoever, serving the Premises, Common Area, Land or
Building. Landlord shall be entitled to cooperate voluntarily and in a
reasonable manner with the efforts of national, state or local governmental
agencies or utility suppliers in reducing energy or other resource consumption.

8.3 ADDITIONAL ELECTRICAL POWER. Tenant shall not, without Landlord's prior
written consent, use any machines or equipment, including without limitation,
electronic data processing machines, punch card machines, computers and
duplicating machines, which require electrical line voltage in excess of 110
volts or which will increase the amount of electricity ordinarily furnished for
use of the Premises as general office space and related purposes. If Tenant
requires additional electrical power, Tenant shall request Landlord to provide
such additional power, which request Landlord may refuse in Landlord's sole
discretion. If additional electrical power is furnished, Tenant shall pay on
demand and as Additional Rent the costs, including without limitation
installation, operation (at the rates charged by the local public utility),
repair and maintenance costs, related to all such electric power consumed, plus
all expenses incurred by Landlord in keeping account of the electric power
consumed (including the installation and/or use of special meters as deemed
necessary by Landlord in Landlord's sole discretion).

8.4 HEAT GENERATING MACHINES. Whenever heat generating machines, equipment or
lighting are used in the Premises which affect the temperature maintained in
the Premises or elsewhere in the Building by the air conditioning system,
Landlord reserves the right to provide supplementary air conditioning. The
costs of acquiring, installing, and maintaining such supplementary air
conditioning (including without limitation the cost of cooling energy to the
Premises in excess of that required for normal office use) shall be paid by
Tenant upon demand as Additional Rent.

8.5 EXCESS USE OF SERVICES. Tenant agrees that if Landlord incurs costs for any
Services to the Premises in excess of the costs for any such Services
customarily furnished for use of the Premises as general office space during
the hours specified in Paragraph 8.1 above, then Tenant shall pay on demand and
as Additional Rent the excess costs of any such Services, including without
limitation the cost of keeping account of the Services consumed (including the
installation and/or use of special meters as deemed necessary by Landlord in
Landlord's sole discretion).

REPAIRS AND MAINTENANCE

9.1 LANDLORD'S RESPONSIBILITIES. In addition to the Services described in
Paragraph 8.1 above and subject to the provisions of Paragraph 14, Landlord
shall maintain, in a reasonably good state of repair: the roof, roofing,
structural and exterior walls (including painting thereof) and foundations of
the Building; the mechanical, HVAC System, plumbing and electrical equipment
serving the Premises, Building and Common Area; and the Common Area, including
lobbies, stairs, and corridors. The costs of repairs and maintenance which are
the obligation of Landlord hereunder shall be deemed Direct Costs; provided,
however, any repairs required because of the wrongful act of Tenant or Tenant's
agents shall be made at the sole expense of Tenant and paid as Additional Rent.
Tenant shall give prompt written notice to Landlord any known maintenance work
required to be made by Landlord pursuant to this Paragraph 9.1. Landlord shall
not be liable for any failure to make any such repairs or to perform any
maintenance for which Landlord is responsible unless such failure shall persist
for an unreasonable time after written notice of the need for such repairs or
maintenance is given to Landlord by Tenant and such failure is due solely to
causes within Landlord's reasonable control. Landlord shall not be liable by
reason of any injury to or interference with Tenant's business conducted at the
Premises arising from the making of any repairs, alterations or improvements in
or to any portion of the Building, Common Area or Premises or in or to the
fixtures, appurtenances and equipment therein.

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9.2 TENANT'S RESPONSIBILITIES. Except as expressly provided in Paragraph 9.1
above, Tenant shall, at its sole cost, throughout the Lease Term, maintain the
entire Premises and every part thereof, in good and sanitary order and
condition. Tenant shall reimburse Landlord, on demand and as Additional Rent,
for the cost of damage to the Premises, Building and/or Common Area caused by
Tenant or Tenant's agents. Tenant expressly waives the benefits of any statute
now or hereafter in effect (including without limitation the provisions of
subsection 1 of Section 1932, Section 1941 and Section 1942 of the California
Civil Code and any similar law, statute or ordinance now or hereafter In
effect) which would otherwise afford Tenant the right to make repairs at
Landlord's expense (or to deduct the cost of such repairs from Rentals due
hereunder) or to terminate this Lease because of Landlord's failure to keep the
Premises in good and sanitary order. In the event Tenant fails to maintain the
Premises as required pursuant to this Paragraph 9.2, Landlord may give Tenant
notice to do such sets as are reasonably required to so maintain the Premises
and if Tenant fails to commence such work within ten (10) days after such
notice is given and diligently prosecute it to completion, then Landlord and
Landlord's agents, in addition to all of the rights and remedies available
hereunder or by law and without waiving any alternative remedies, shall have
the right to enter the Premises and to do such acts and expand such funds at
the expense of Tenant as are reasonably required to perform such work. Any
amount so expended by Landlord shall be paid by Tenant to Landlord as
Additional Rent, upon demand. Landlord shall have no liability to Tenant for
any damage, inconvenience or interference with the use of the Premises by
Tenant as a result of performing any such work.

COMMON AREA

10.1 IN GENERAL. Subject to the terms and conditions of this Lease and such
rules and regulations as Landlord may from time to time prescribe, Tenant and
Tenant's agents shall have, in common with other tenants of the Building and
other permitted users, the nonexclusive right to use during the Lease Term the
access roads, parking areas, sidewalks, landscaped areas and other facilities
on the Land or entrances, lobbies, halls, atriums, corridors, toilets and
lavatories, passenger elevators and service areas and other facilities in the
Building designated by Landlord for the general use and convenience of the
occupants of the Building and other authorized users, which areas and
facilities are referred to herein as the "Common Area". This right to use the
Common Area shall terminate upon Lease Termination. Landlord reserves the right
from time to time to make changes in the shape, size, location, amount and
extent of the Common Area. Landlord further reserves the right to promulgate
such reasonable rules and regulations relating to the use of all or any portion
of the Common Area and to amend such rules and regulations from time to time
with or without advance notice, as Landlord may deem appropriate for the best
interests of the occupants of the Building and other authorized users. Any
amendments to the rules and regulations shall be effective as to Tenant, and
binding on Tenant, upon delivery of a copy of such rules and regulations to
Tenant. Tenant and Tenant's agents shall observe such rules and regulations and
any failure by Tenant or Tenant's agents to observe and comply with the rules
and regulations shall be a Default by Tenant. Landlord shall not be responsible
for the nonperformance of the rules and regulations by any tenants or occupants
of the Building or other authorized users, nor shall Landlord be liable to
Tenant by reason of the noncompliance with or violation of the rules and
regulations by any other tenant or user.

10.2 PARKING AREAS. Tenant is allocated and Tenant and Tenant's employees and
invitees shall have the nonexclusive right to use the number of parking spaces
set forth in Paragraph 1.13, the location of which may be designated from time
to time by Landlord. Neither Tenant nor Tenant's agents shall at any time use
more parking spaces than the number so allocated to Tenant or park or permit
the parking of their vehicles in any portion of the Land not designated by
Landlord as a nonexclusive parking area. Tenant and Tenant's agents shall not
have the exclusive right to use any specific parking space. Notwithstanding the
number of parking spaces designated for Tenant's nonexclusive use, in the event
by reason of any rule, regulation, order, law, statute or ordinance of any
governmental or quasi-governmental authority relating to or affecting parking
on the Land, or any cause beyond Landlord's reasonable control, Landlord is
required to reduce the number of parking spaces on the Land, Landlord shall
have the right to proportionately reduce the number of Tenant's parking
spaces and the nonexclusive parking spaces of other tenants of the Building.
Landlord reserves the right to promulgate such reasonable rules and
regulations relating to the use of the parking areas as Landlord may deem
appropriate. Landlord furthermore reserves the right, after having given Tenant
reasonable notice, to have any vehicles owned by Tenant or Tenant's agents
which are parked in violation of the provisions of this Paragraph 10.2 or in
violation of Landlord's rules and regulations relating to parking, to be towed
away at Tenant's cost. In the event Landlord elects or is required by any law
to limit or control parking on the Land, by validation of parking tickets or
any other method, Tenant agrees to participate in such validation or other
program under such reasonable rules and regulations as are from time to time
established by Landlord. Landlord shall have the right to close, at reasonable
times, all or any portion of the parking areas for any reasonable purpose,
including, without limitation, the prevention of a dedication thereof, or the
accrual of rights in any person or the public therein. Employees of Tenant
shall be required to park in areas designated for employee parking, if any. The
parking areas shall not be used by Tenant or Tenant's agents for any purpose
other than the parking of operable motor vehicles and the ingress and egress of
pedestrians and motor vehicles.

SEE ADDENDA ARTICLE 48

10.3 MAINTENANCE BY LANDLORD. Landlord shall operate, manage and maintain the
Common Area. The manner in which the Common Area shall be maintained and the
expenditures for such maintenance shall be at the sole discretion of Landlord.
The cost of such maintenance, operation and management shall be "Direct Costs,"
and Tenant shall pay to Landlord, as Additional Rent, Tenant's share of such
costs as provided in Paragraph 11 below.

DIRECT COSTS

11.1 DEFINITION. "Direct Cost" or "Direct Costs" as used in this Lease shall
mean and include all items identified in other paragraphs of this Lease as a
Direct Cost and the total cost paid or incurred by Landlord for the operation,
maintenance, repair, and management of the Premises, Building, Common Area and
Land which costs shall include, without limitation, the cost of Services
supplied to the Premises, Building and Common Area, to the extent such costs
are not separately charged or metered to tenants of the Building; (including
without limitation any temporary or permanent utility surcharge or other
exaction, whether now or hereafter imposed) security protection; water;
sewage, trash removal; fuel; electricity; heat; lighting systems; fire
protection systems; storm drainage and sanitary sewer systems; HVAC including
air conditioning; cleaning; labor; materials; supplies; tools; equipment;
maintaining, cleaning, repairing the roof (including repair of leaks and
resurfacing) and the exterior surfaces (including painting) of the Building;
maintenance and repair of the structural parts (including foundation, floor
slab and load bearing walls) of the Building; replacement of window coverings
provided by Landlord and carpeting in public corridors and the Common Area;
property and liability insurance covering the Building and the Land and any
other insurance carried by Landlord pursuant to Paragraph 8 above; Real
Property Taxes and any other general and special assessments (or any other
governmental charges or impositions in lieu thereof) which are applicable to the
Building, Land or Premises, insurance deductible amounts; window cleaning;
elevator or escalator services; material handling; compensation and fringe
benefits payable to all persons employed by Landlord in connection with the
operation, maintenance, repair, and management of the Premises, Building, Land
and Common Area; cleaning, sweeping, striping, resurfacing of parking and
driveway areas; cleaning and repairing of sidewalks, curbs, stairways; costs
related to irrigation systems, installing and maintaining the Building
directory and Building signs; Business taxes and fees for licenses and permits
required for the operation of the Building, Land and Common Area; the cost of
complying with rules, regulations and orders of governmental authorities,
including without limitation maintenance, alterations and repairs required in
connection therewith; cost related to landscape maintenance; and the cost of
contesting the validity or applicability of any governmental enactments which
may affect Direct Costs. If the Project contains more than one (1) building at
any time during the Lease Term, then the term "Direct Costs" shall mean and
include all of the Direct Costs allocable to the Building and a proportionate
share (based on the square footage of gross leaseable area in the Building as a
percentage of the total of square footage of time in question) of all Direct
Costs which are related to the Project in general and are not allocated to any
one building in the Project. Direct Costs shall also include a management fee
to Landlord in an amount equal to ten percent (10%) of the total Direct Costs.
The specific examples of Direct Costs stated in this Paragraph 11.1 are in no
way intended to, and shall not limit the costs comprising Direct Costs, nor
shall such examples be deemed to obligate Landlord to incur such costs or to
provide such services or to take such actions except as Landlord may be
expressly required in other portions of this Lease, or except as Landlord, in
its sole discretion, may elect.  All costs incurred by Landlord in good faith
for the operation, maintenance, repair and management of the Premises,
Building, Land, Project, and Common Area shall be deemed conclusively binding
on Tenant.

11.2 PAYMENT OF EXCESS DIRECT COSTS BY TENANT. Tenant shall pay to Landlord, as
Additional Rent, Tenant's percentage share (stated in Paragraph 1.10 above)
of the amount by which Direct Costs in any calendar year of the Lease Term
exceed the direct costs estimate set forth in Paragraph 1.10 above ("Direct
Costs Estimate"). Tenant's percentage share of excess Direct Costs shall be




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payable during the Lease Term in monthly installments on the first day of each
month, in advance, without deduction, offset or prior demand, as follows:

     (a) At any time during the first calendar year of the Lease Term, Landlord
     may give Tenant written notice of Landlord's estimate of the amount by
     which Direct Costs for that calendar year will exceed the Direct Costs
     Estimate. An amount equal to one-twelfth (1/12) of Tenant's annual
     percentage share of any such estimated Increase shall be payable monthly
     by Tenant as aforesaid, commencing on the first day of the calendar month
     following Landlord's notice and continuing until receipt of any notice of
     increase from Landlord given pursuant to subparagraph (b) or subparagraph
     (c) below.

     (b) Prior to or during December of each calendar year during the Lease
     Term or as soon as practicable thereafter, Landlord may give Tenant
     written notice of Landlord's estimate of the amount by which the Direct
     Costs for the next succeeding calendar year will exceed the Direct Costs
     Estimate. An amount equal to one-twelfth (1/12) of Tenant's annual
     percentage share of any such estimated increase shall be payable monthly
     by Tenant as aforesaid, commencing on the first day of the calendar month
     following Landlord's notice and continuing throughout the Lease Term,
     subject to further adjustments following receipt of any notice of increase
     from Landlord given pursuant to this subparagraph (b) or subparagraph (c)
     below.

     (c) Landlord may at any time during any calendar year of the Lease Term
     adjust estimates of Direct Costs to reflect current expenditures and
     following written notice to Tenant of such revised estimate, subsequent
     payments by Tenant shall be based upon such revised estimate.

     (d) If the Commencement Date is on a date other than the first day of a
     calendar year, the amount of increases in Direct Costs payable by Tenant
     in such calendar year shall be prorated on the basis which the number of
     days from the Commencement Date to the end of the calendar year in which
     the Commencement Date falls bears to 365.

     (e) Within one hundred twenty (120) days after the end of each calendar
     year during the Lease Term or after Lease Termination or as soon
     thereafter as practicable, Landlord will furnish to Tenant a statement of
     the actual Direct Costs paid or incurred by Landlord during the preceding
     year. Within ten (10) days therefrom, Tenant shall pay to Landlord, as
     Additional Rent, its increased share of Direct Costs set forth in said
     statement or Landlord shall apply any applicable credit for overpayment of
     Direct Costs against the Direct Costs increases next becoming due from
     Tenant, as the case may require. Such statements shall be binding upon
     Landlord and Tenant, subject to the provisions of subparagraph (f) below.
     If Lease Termination shall be on a day other than the last day of a
     calendar year, the amount of any adjustment to be made pursuant to this
     Paragraph 11.2 (e) for the calendar year in which the Lease Termination
     falls shall be prorated on the basis which the number of days from the,
     commencement of such calendar year to and including such termination date
     bears to 365. The termination of this Lease shall not affect the
     obligations of Landlord and Tenant pursuant to this subparagraph (e).

     (f) Notwithstanding any statement of Direct Costs furnished by Landlord,
     if after any taxing authority or other governmental agency notifies
     Landlord of the levy, assessment or imposition of any taxes which
     constitute a Direct Cost applicable to the Lease Term (whether such notice
     is received during the Lease Term or after Lease Termination) for which
     Tenant has not yet been charged, Tenant shall pay, within ten (10) days
     after written notice from Landlord, its percentage share of such taxes
     which would have exceeded the Direct Cost Estimate in the applicable Lease
     Year.

ALTERATIONS, IMPROVEMENTS AND PERSONAL PROPERTY

12.1 IN GENERAL. Tenant shall not make or permit to be made any alterations,
changes, enlargements, or improvements (collectively "alterations") in, on, 
about or to the Premises or any part thereof, without obtaining the prior
written consent of Landlord which can't be unreasonably withheld or delayed and
without acquiring and complying with the conditions of all permits required for
such alterations by any governmental authority having jurisdiction thereof. The
term "alterations" as used in this Paragraph 12 shall also include all heating,
lighting, electrical (including all wiring, conduit outlets, drops, buss ducts,
main and subpanels), air conditioning and partitioning in the Premises made by
Tenant regardless of how affixed to the Premises. As a condition to the giving
of its consent, Landlord may impose such requirements as Landlord may deem
necessary in its sole discretion, including without limitation: the manner in
which the work is done; a right of approval of the contractor by whom the work
is to be performed; the times during which such work is to be accomplished; and
the requirement that Tenant post a completion bond in an amount and form
satisfactory to Landlord; the requirement that Tenant reimburse Landlord, as
Additional Rent, for Landlord's actual costs incurred in reviewing any proposed
alteration, whether or not Landlord's consent is granted. In the event Landlord
consents to the making of any alterations by Tenant, the same shall be made by
Tenant, at Tenant's sole cost and expense, in accordance with the plans and
specifications approved by Landlord and in a manner causing Landlord and
Landlord's agents and other tenants of the Building the least interference and
inconvenience practicable under the circumstances. In making any such
alterations Tenant shall give written notice to Landlord five (5) days prior to
employing any laborer or contractor to perform services related to or receiving
materials for use upon the Premises, and prior to the commencement of any work
of improvement on the Premises. Any alterations to the Premises made by Tenant
shall be made in accordance with applicable laws, ordinances, regulations and
codes and in a first-class workmanlike manner.  In making any such alterations,
Tenant shall, at Tenant's sole cost and expense, file for and secure and comply
with any and all permits or approvals required by all governmental departments
or authorities having jurisdiction thereof and any utility company having an
interest therein. In no event shall Tenant make any structural changes to the
Premises or make any changes to the Premises which would weaken or impair the
structural integrity of the Building.

12.2 REMOVAL UPON LEASE TERMINATION. At the time Tenant requests Landlord's
consent, Tenant shall request a decision from Landlord In writing as to whether
Landlord will require Tenant, at Tenant's expense, to remove any such
alterations and restore the Premises to their prior condition at Lease
Termination. Landlord may defer such decision until Tenant's request for such
decision prior to the expiration of the Lease Term, as described below. In the
event Tenant failed to earlier obtain Landlord's written decision as to whether
Tenant will be required to remove any alteration, or in the event Landlord
elected to defer such decision, then no less than ninety (90) nor more than one
hundred twenty (120) days prior to the expiration of the Lease Term, Tenant by
written notice to Landlord shall request Landlord to inform Tenant whether or
not Landlord desires to have any alterations made to the Premises by Tenant
removed at Lease Termination. Following receipt of such notice, Landlord may
elect to have all or a portion of Tenant's alterations removed from the
Premises at Lease Termination, and Tenant shall, at its sole cost and expense,
remove at Lease Termination such alterations designated by Landlord for removal
and repair all damage to the Premises, Common Area, and Building arising from
such removal. In the event Tenant falls to so request Landlord's decision or
fails to remove any alterations designated by Landlord for removal, Landlord
may remove any alterations made to the Premises by Tenant and repair all damage
to the Premises and Common Area arising from such removal, and may recover from
Tenant all cost and expenses Incurred thereby. Tenant's obligation to pay such
costs and expenses to Landlord shall survive Lease Termination. Unless Landlord
elects to have Tenant remove any such alterations, all such alterations, except
for moveable furniture and trade fixtures of Tenant not affixed to the
Premises, shall become the property of Landlord upon Lease Termination (without
any payment therefor) and remain upon and be surrendered with the Premises at
Lease Termination.

12.3 LANDLORD'S IMPROVEMENTS. All fixtures, Improvements or equipment which are
installed, constructed on or attached to the Premises, Building or Common Area
by Landlord at its expense shall be a part of the realty and belong to
Landlord.

DEFAULT AND REMEDIES

13.1 EVENTS OF DEFAULT. The term "Default by Tenant" as used in this Lease
shall mean the occurrence of any of the following events:

     (a) Tenant's failure to pay when due any Rentals or other sums payable
     hereunder;

     (b) Tenant's vacation or abandonment of the Premises;

     (c) Commencement and continuation for at least thirty (30) days of any
     case, action, or proceeding by, against, or concerning Tenant under any
     federal or state bankruptcy insolvency, or other debtor's relief law,
     including without limitation, (i) a case under Title 11 of the United
     States Code concerning Tenant, whether under Chapter 7, 11, or 13 of such
     Title or under any other Chapter or (ii) a case, action, or proceeding
     seeking Tenant's financial reorganization or an arrangement with any of
     Tenant's creditors;

     (d) Voluntary or involuntary appointment of a receiver, trustee, keeper,
     or other person who takes possession for more than thirty (30) days of
     substantially all of Tenant's assets or of any asset used In Tenant's
     business on the Premises, regardless of whether such appointment is as a
     result of insolvency or any other cause;

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     (e) Execution of an assignment for the benefit of creditors of
     substantially all assets of Tenant available by law for the satisfaction
     of judgment creditors;

     (f) Commencement of proceedings for winding up or dissolving (whether
     voluntary or involuntary) the entity of Tenant, if Tenant is a corporation
     or a partnership;

     (g) Levy of a writ of attachment or execution on Tenant's interest under
     this Lease, if such writ continues for a period of ten (10) days;

     (h) Any transfer or attempted transfer of this Lease or the Premises by
     Tenant contrary to the provisions of Paragraph 23 below, or

     (i) Breach by Tenant of any term, covenant, condition, warranty, or
     provision contained in this Lease or of any other obligation owing or due
     to Landlord.

13.2 REMEDIES. Upon any Default by Tenant, Landlord shall have the following
remedies, in addition to all other rights and remedies provided by law, to
which Landlord may resort cumulatively, or in the alterative:

13.2.1 TERMINATION. Upon any Default by Tenant, Landlord shall have the right
(but not the obligation) to give written notice to Tenant of such default and
terminate this Lease and Tenant's right to possession of the Premises if (i)
such default is in the payment of Rentals and is not cured within three (3) days
after any such notice, or, (ii) with respect to the defaults referred to in
subparagraphs 13.1(b), (e), (f), (h) and (i), and such default is not cured
within thirty (30) days after any such notice (or if a default under
subparagraph 13.1(b) or (i) cannot be reasonably cured within thirty (30) days,
if Tenant does not commence to cure the default within the thirty (30) day
period or does not diligently and in good faith prosecute the cure to
completion), or, (iii) with respect to the defaults specified in subparagraph
13.1(c), (d) and (g) such default is not cured within the respective time
periods specified in those subparagraphs. The parties agree that any notice
given by landlord to Tenant pursuant to this Paragraph 13.2.1 shall be
sufficient notice for purposes of California Code of Civil Procedure Section
1161 and Landlord shall not be required to give any additional notice in order
to be entitled to commence an unlawful detainer proceeding. Upon termination of
this Lease, Landlord shall have the right to recover from Tenant:

     (a) The worth at the time of award of the unpaid Rentals which had been
     earned at the time of termination;

     (b) The worth at the time of award of the amount by which the unpaid
     Rentals which would have been earned after termination until the time of
     award exceeds the amount of such rental loss that Tenant proves could have
     been reasonably avoided;

     (c) The worth at the time of award (computed by discounting at the
     discount rate of the Federal Reserve Bank of San Francisco at the time of
     award plus one percent) of the amount by which the unpaid Rentals for the
     balance of the Lease Term after the time of award exceeds the amount of
     such rental loss that Tenant proves could be reasonably avoided; and

     (d) Any other amounts necessary to compensate Landlord for detriment
     proximately caused by the Default by Tenant or which in the ordinary
     course of events would likely result, including without limitation in the
     following:

          (i)   Expenses in retaking possession of the Premises;

          (ii)  Expenses for cleaning, repairing or restoring the Premises;

          (iii) Any unamortized real estate brokerage commissions paid In
                connection with this Lease;

          (iv)  Expenses for removing, transporting, and storing any of
                Tenant's property left at the Premises (although Landlord shall
                have no obligation to remove, transport, or store any such
                property);

          (v)   Expenses of reletting the Premises, including without
                limitation, brokerage commissions, advertising costs, and
                attorneys' fees;

          (vi)  Attorneys' fees and court costs; and

          (vii) Cost of carrying the Premises, such as repairs, maintenance,
                taxes and insurance premiums, utilities and security
                precautions (if any).

     (e) The "worth at the time of award" of the amounts referred to in
     subparagraphs (a) and (b) of this Paragraph 13.2.1 is computed by allowing
     interest at an annual rate equal to the greater of (i) 10% or, (ii) 5%
     plus the rate established by the Federal Reserve Bank of San Francisco, as
     of the 25th day of the month immediately preceding the Default by Tenant,
     on advances to member banks under Sections 13 and 13(a) of the Federal
     Reserve Act, as now in effect or hereafter from time to time amended, not
     to exceed the maximum rate allowable by law.

13.2.2 CONTINUANCE OF LEASE. Upon Default by Tenant and unless and until
Landlord elects to terminate this Lease pursuant to Paragraph 13.2.1 above,
this Lease shall continue in effect after the Default by Tenant and Landlord
may enforce all rights and remedies under this Lease, including without
limitation, the right to recover payment of Rentals as they become due. Neither
efforts by Landlord to mitigate damages caused by a Default by Tenant nor the
acceptance of any Rentals shall constitute a waiver by Landlord of any of
Landlord's rights or remedies, including the rights and remedies specified in
Paragraph 13.2.1 above.

DAMAGE OR DESTRUCTION

14.1 DEFINITION OF TERMS. For the purposes of this Lease, the term: (a)
"Insured Casualty" means damage to or destruction of the Premises from a cause
actually insured against, for which the insurance proceeds paid or made
available to Landlord are sufficient to rebuild or restore the Premises under
then-existing building codes to the condition existing immediately prior to the
damage or destruction; and (b) "Uninsured Casualty" means damage to or
destruction of the Premises from a cause not actually insured against, or from
a cause actually insured against but for which the insurance proceeds paid or
made available to Landlord are for any reason insufficient to rebuild or
restore the Premises under then-existing building codes to the condition
existing immediately prior to the damage or destruction, or from a cause
actually insured against but for which the insurance proceeds are not paid or
made available to Landlord within sixty (60) days of the event of damage or
destruction.

14.2 INSURED CASUALTY.

14.2.1 REBUILDING REQUIRED. In the event of an Insured Casualty where the
extent of damage or destruction is less than twenty percent (20%) of the then
full replacement cost of the Premises, Landlord shall rebuild or restore the
Premises to the condition existing immediately prior to the damage or
destruction, provided the damage or destruction was not a result of a negligent
or willful act of Tenant, and that there exist no governmental codes or
regulations that would interfere with Landlord's ability to so rebuild or
restore.

14.2.2 LANDLORD'S ELECTION. In the event of an Insured Casualty where the
extent of damage or destruction is equal to or greater than twenty percent
(20%) of the then full replacement cost of the Premises, Landlord may, at its
option and at its sole discretion, rebuild or restore the Premises to the
condition existing immediately prior to the damage or destruction, or terminate
this Lease. Landlord shall notify Tenant in writing within thirty (30) days
from the event of damage or destruction of Landlord's election to either
rebuild or restore the Premises or terminate this Lease.

14.2.3 CONTINUANCE OF LEASE. If Landlord is required to rebuild or restore the
Premises pursuant to Paragraph 14.2.1 or if Landlord elects to rebuild or
restore the Premises pursuant to Paragraph 14.2.2, this Lease shall remain in
effect and Tenant shall have no claim against Landlord for compensation for
inconvenience or loss of business during any period of repair or restoration.

14.3 UNINSURED CASUALTY.

14.3.1 LANDLORD'S ELECTION. In the event of an Uninsured Casualty, Landlord
may, at its option and at its sole discretion (i) rebuild or restore the
Premises as soon as reasonably possible at Landlord's expense (unless the
damage or destruction was caused by a negligent or willful act of Tenant, in
which event Tenant shall pay all costs of rebuilding or restoring), in which
event this Lease shall continue in full force and effect or (ii) terminate this
Lease, in which event Landlord shall give written notice to Tenant within



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sixty (60) days after the event of damage or destruction of Landlord's election
to terminate this Lease as of the date of the event of damage or destruction,
and it the damage or destruction was caused by a negligent or willful act of
Tenant, Tenant shall be liable therefor to Landlord,

14.12 TENANT'S ABILITY TO CONTINUE LEASE. If Landlord elects to terminate this
Lease and the extent of damage or destruction is less than twenty percent (20%)
of the then full replacement cost of the Premises or the proceeds paid or made
available to Landlord are for any reason insufficient to rebuild or restore the
Premises under then-existing building codes to the condition existing 
immediately prior to the damage or destruction, and if there exist no
governmental codes or regulations that would interfere with Landlord's
ability to so repair or restore, then Tenant may nevertheless cause the Lease
to continue in effect by (i) notifying Landlord in writing within ten (10) days
of Landlord's notice of termination of Tenant's agreement to pay all costs of
rebuilding or restoring not covered by insurance, and (ii) providing Landlord
with reasonable security for or assurance of such payment. Tenant shall pay to
Landlord in cash no later than thirty (30) days prior to the date of
commencement of construction the reasonable estimated cost of rebuilding or
restoring. In the event Tenant fails to pay such cost to Landlord by the date
specified, Landlord may immediately terminate the Lease and recover from Tenant
all costs incurred by Landlord in preparation for construction. If the actual
cost of rebuilding or restoring exceeds the estimated cost of such work, Tenant
shall pay the difference to Landlord in cash upon notification by Landlord of
the final cost. If the cost of rebuilding or restoring is less than the
estimated cost of such work, Tenant shall be entitled to a refund of the
difference upon completion of the rebuilding or restoring and determination of
final cost.

14.4 TENANT'S ELECTION. Notwithstanding anything to the contrary contained in
this Paragraph 14, Tenant may elect to terminate this Lease in the event the
Premises are damaged or destroyed and, in the reasonable opinion of Landlord's
architect or construction consultants, the restoration of the Premises cannot
be substantially completed within one hundred eighty (180) days after the event
of damage or destruction. Tenant's election shall be made by written notice to
Landlord within ten (10) days after Tenant receives from Landlord the estimate
of the time needed to complete repair or restoration of the Premises. If Tenant
does not deliver said notice within said ten (10) day period, Tenant may not
thereafter terminate this Lease even if substantial completion of the
rebuilding or restoration occurs subsequent to said one hundred eighty (180)
day period, provided that Landlord is proceeding with diligence to rebuild or
restore the Premises. If Tenant delivers said notice within said ten (10) day
period, this Lease shall terminate as of the date of the event of damage or
destruction.

14.5 DAMAGE OR DESTRUCTION NEAR END OF LEASE TERM. Notwithstanding anything to
the contrary contained in this Paragraph 14, in the event the Premises are
damaged or destroyed in whole or in part (regardless of the extent of damage)
from any cause during the last twelve (12) months of the Lease Term, Landlord
may, at Landlord's option, terminate this Lease as of the date of the event of
damage or destruction by giving written notice to Tenant of Landlord's election
to do so within thirty (30) days after the event of such damage or destruction.
For purposes of this Paragraph 14.5, if Tenant has been granted an option to
extend or renew the Lease Term pursuant to another provision of this Lease,
then the damage or destruction shall be deemed to have occurred during the last
twelve (12) months of the Lease Term if Tenant falls to exercise its option to
extend or renew within twenty (20) days of the event of damage or destruction.

14.6 TERMINATION OF LEASE. If the Lease is terminated pursuant to this
Paragraph 14, the unused balance of the Security Deposit shall be refunded to
Tenant. The current Rent shall be proportionately reduced during the period
following the event of damage or destruction until the date on which Tenant
surrenders the Premises, based upon the extent to which the damage or
destruction interferes with Tenant's business conducted in the Premises, as
reasonably determined by Landlord, and the extent to which such loss is covered
as an insured peril by the insurance carried by Landlord pursuant to Paragraph
7.1. All other Rentals due hereunder shall continue unaffected during such
period. The proceeds of insurance carried by Tenant pursuant to Paragraph 7.2
shall be paid to Landlord and Tenant, as their interests appear.

14.7 ABATEMENT OF RENTALS. If the Premises are to be rebuilt or restored
pursuant to this Paragraph 14, the then current Rent shall be proportionately
reduced during the period of repair or restoration, based upon the extent to
which the making of repairs interferes with Tenant's business conducted in the
Premises, as reasonably determined by Landlord, and the extent to which such
loss is covered as an insured peril by the insurance carried by Landlord
pursuant to Paragraph 7.1. All other Rentals due hereunder shall continue
unaffected.

14.8 LIABILITY FOR PERSONAL PROPERTY. In no event shall Landlord have any
liability for, nor shall it be required to repair or restore, any injury or
damage to any improvements, alterations or additions to the Premises made by
Tenant, trade fixtures, equipment, merchandise, furniture, of any other
property installed by Tenant or at the expense of Tenant. If Landlord or Tenant
do not elect to terminate this Lease pursuant to this Paragraph 14, Tenant
shall be obligated to promptly rebuild or restore the same to the condition
existing immediately prior to the damage or destruction in accordance with the
provisions of Paragraph 12.1

14.9 WAIVER OF CIVIL CODE REMEDIES. Landlord and Tenant acknowledge that the
rights and obligations of the parties upon damage or destruction of the
Premises are as set forth herein; therefore Tenant hereby expressly waives any
rights to terminate this lease upon damage or destruction of the Premises,
except as specifically provided by this Lease, including without limitation any
rights pursuant to the provisions of Subdivision 2 of Section 1932 and
Subdivision 4 of Section 1933 of the California Civil Code, as amended from
time to time, and the provisions of any similar law hereinafter enacted, which
provisions relate to the termination of the hiring of a thing upon its
substantial damage or destruction.

14.10 DAMAGE OR DESTRUCTION TO THE BUILDING. The foregoing notwithstanding, in
the event the Building is damaged or destroyed to the extent of more than
thirty-three and one-third percent (33 1/3%) of the then replacement cost
thereof, Landlord may elect to terminate this Lease, whether or not the
Premises are injured.

CONDEMNATION

15.1 DEFINITION OF TERMS. For the purpose of this Lease, the term: (a) "Taking"
means a taking of the Premises, Common Area, or Building or damage related to
the exercise of the power of eminent domain and includes without limitation a
voluntary conveyance, in lieu of court proceedings, to any agency; authority,
public utility, person or corporate entity empowered to condemn property; (b)
"Total Taking" means the Taking of the entire Premises or so much of the
Premises, Building, Parcel or Common Area as to prevent or substantially impair
the use thereof by Tenant for the uses herein specified; provided, however,
that in no event shall a Taking of less than twenty percent (20%) of the
Premises or fifty percent (50%) of the Building or Common Area be considered a
Total Taking; (c) "Partial Taking" means the Taking of only a portion of the
Premises, Building or Common Area which does not constitute a Total Taking; (d)
"Date of Taking" means the date upon which title to the Premises, Building or
Common Area or a portion thereof, passes to and vests in the condemnor or the
effective date of any order for possession if issued prior to the date title
vests in the condemnor; and (a) "Award" means the amount of any award made,
consideration paid, or damages ordered as a result of a Taking.

15.2 RIGHTS. The parties agree that in the event of a Taking of rights between
them or in and to an Award shall be asset for them herein.

15.3 TOTAL TAKING. In the event of a Total Taking during the Lease Term: (a)
the rights of Tenant under this Lease and the leasehold estate of Tenant in and
to the Premises shall cease and terminate as of the Date of Taking; (b) Landlord
shall refund to Tenant any prepaid Rent and the unused balance of the Security
Deposit; (c) Tenant shall pay Landlord any Rentals due Landlord under the
Lease, prorated as of the Date of Taking; (d) to the extent the Award is not
payable to the beneficiary or mortgagee of a deed of trust or mortgage affecting
the Premises, Tenant shall receive from the Award those portions of the Award
attributable to trade fixtures of Tenant; and (a) the remainder of the Award
shall be paid to and be the property of Landlord.

15.4 PARTIAL TAKING. In the event of a Partial Taking during the Lease
Term: (a) the rights of Tenant under the Lease and the lease hold estate of
Tenant in and to the portion of the Premises taken shall cease and terminate as
of the Date of Taking; (b) from and after the Date of Taking, the Rent shall be
the product obtained by multiplying the then current Rent by the quotient
obtained by dividing the fair market value of the Premises immediately after
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prior to the Taking; (c) to the extent the Award is not payable to the
beneficiary or mortgagee of a deed of trust or mortgage affecting the Premises,
Tenant shall receive from the Award those portions of the Award attributable to
trade fixtures of Tenant; and (d) the remainder of the Award shall be paid to
and be the property of Landlord. Each party waives the provisions of California
Code of Civil Procedure Section 1265.130 allowing either party to petition the
Superior Court to terminate this Lease in the event of a Partial Taking.

LIENS

16.1 PREMISES TO BE FREE OF LIENS. Tenant shall pay for all labor and services
performed for, and all materials used by or furnished to Tenant, Tenant's
agents, or any contractor employed by Tenant with respect to the Premises.
Tenant shall indemnify and hold Landlord harmless from and keep the Premises,
Building, Common Area and Land free from any liens, claims, demands,
encumbrances, or judgments, including all costs, liabilities and attorneys' fees
with respect thereto, created or suffered by reason of any labor or services
performed for, or materials used by or furnished to Tenant or Tenant's agents or
any contractor employed by Tenant with respect to the Premises. Landlord shall
have the right, at all times, to post and keep posted on the Premises any
notices permitted or required by law, or which Landlord shall deem proper for
the protection of Landlord and the Premises, Building, Common Area and Land, and
any other party having an interest therein, from mechanics and materialmen's
liens, including without limitation a notice of nonresponsibility. In the event
Tenant is required to post an improvement bond with a public agency in
connection with any work performed by Tenant on or to the Premises, Tenant shall
include Landlord as an additional obligee.

16.2 NOTICE OF LIEN; BOND. Should any claims of lien be filed against, or any 
action be commenced affecting the Premises, Tenant's interest in the Premises
or the Building, Common Area or Land, Tenant shall give Landlord notice of such
lien or action within three (3) business days after Tenant receives notice of
the filing of the lien or the commencement of the action. In the event that
Tenant shall not, within twenty (20) days following the date on which Tenant
receives notice of the filing of any such lien, cause such lien to be released
of record by payment or posting of a proper bond, Landlord shall have, in
addition to all other remedies provided herein and by law, the right, but not
the obligation, to cause the same to be released by such means as Landlord
shall deem proper, including payment of the claim giving rise to such lien or
posting of a proper bond. All such sums paid by Landlord and all expenses
incurred by Landlord in connection therewith, including attorney's fees and
costs, shall be payable to Landlord by Tenant as Additional Rent on demand.

LANDLORD'S RIGHT OF ACCESS TO PREMISES

17   Landlord reserves and shall have the right and Tenant and Tenant's agents
shall permit Landlord and Landlord's agents to enter the Premises at any
reasonable time for the purpose of (i) supplying any cleaning, maintenance,
repair or janitorial services to be provided by Landlord pursuant to the terms
hereof; (ii) inspecting the Premises; (iii) protecting the Premises in the
event of an emergency; (iv) exhibiting the Premises to prospective lenders,
purchasers or tenants; (v) posting notices of non-responsibility, "for lease"
and "for sale" signs; and (vi) altering, improving or repairing the Premises or
any portion of the Building or Common Area. Tenant hereby waives any claim for
damages for any injury or inconvenience to or interference with Tenant's
business, any loss of occupancy or quiet enjoyment of the Premises, and any
other loss occasioned by any entry into the Premises in accordance with this
Paragraph 17 or any other provision of this Lease. For each of the aforesaid
purposes, Landlord shall, at all times, have and retain a key with which to
unlock all of the doors in, upon and about the Premises, excluding Tenant's
vaults and safes, and Landlord shall have the right to use any and all means
which Landlord may deem proper to open said doors in an emergency in order to
obtain entry to the Premises. Any entry to the Premises by Landlord as
permitted by this Lease shall not under any circumstances be construed or
deemed to be a forcible or unlawful entry into, or a detainer of, the Premises,
or an eviction of Tenant from the Premises or any portion thereof nor give
Tenant the right to abate the Rentals payable under this Lease.

LANDLORD'S RIGHT TO PERFORM TENANT'S COVENANTS

18   Except as otherwise provided herein, if Tenant shall at any time fail to
make any payment or perform any other act required to be made or performed by
Tenant under this Lease, Landlord may upon ten (10) days written notice to
Tenant, but shall not be obligated to and without waiving or releasing Tenant
from any obligation under this Lease, make such payment or perform such other
act to the extent that Landlord may deem desirable, and in connection
therewith, pay expenses and employ counsel. All sums so paid by Landlord and
all penalties, interest and costs in connection therewith shall be due and
payable by Tenant as Additional Rent upon demand.

LENDER REQUIREMENTS

19.1 SUBORDINATION. This Lease, at Landlord's option, shall be subject and
subordinate to the lien of any mortgages or deeds of trust (including all
advances thereunder, renewals, replacements, modifications, supplements,
consolidations, and extensions thereof) in any amount or amounts whatsoever now
or hereafter placed on or against or affecting the Premises, Building or Land,
or Landlord's interest or estate therein, without the necessity of the
execution and delivery of any further instruments on the part of Tenant to
effectuate such subordination. If any mortgagee or beneficiary shall elect to
have this Lease prior to the lien of its mortgage or deed of trust, and shall
give written notice thereof to Tenant, this Lease shall be deemed prior to such
mortgage or deed of trust, whether this Lease is dated prior or subsequent to
the date of said mortgage or deed of trust, or the date of the recording
thereof.

19.2 SUBORDINATION AGREEMENTS. Tenant shall execute and deliver, without charge
therefor, such further instruments evidencing subordination of this Lease to
the lien of any mortgages or deeds of trust affecting the Premises, Building or
Land as may be required by Landlord within ten (10) days following Landlord's
request therefor; provided that such mortgagee or beneficiary under such
mortgage or deed of trust agrees in writing that this Lease shall not be
terminated in the event of any foreclosure if Tenant is not in default under
this Lease. Failure of Tenant to execute such instruments evidencing
subordination of this Lease shall constitute a Default by Tenant hereunder.

19.3 APPROVAL BY LENDERS. Tenant recognizes that the provisions of this Lease
may be subject to the approval of any financial institution that may make a
loan secured by a new or subsequent deed of trust or mortgage affecting the
Premises, Building or Land. If the financial institution should require, as a
condition to such financing, any modifications of this Lease in order to
protect its security interest in the Premises including without limitation,
modification of the provisions relating to damage to and/or condemnation of the
Premises, Tenant agrees to execute the appropriate amendments; provided,
however, that no modification shall substantially change the size, location or
dimension of the Premises, or increase the Rentals payable by Tenant hereunder.
If Tenant refuses to execute any such amendment, Landlord may, in Landlord's
discretion, terminate this Lease.

19.4 ATTORNMENT. In the event of foreclosure or the exercise of the power of 
sale under any mortgage or deed of trust made by the Landlord and covering the
Premises, Building or parcel, Tenant shall attorn to purchaser upon any such
foreclosure or sale and recognize such purchaser as the Landlord under this
Lease, provided such purchaser expressly agrees in writing to be bound by the
terms of the Lease, including, but not limited to the quiet enjoyment
provisions of Paragraph 39.

19.5 ESTOPPEL CERTIFICATES AND FINANCIAL STATEMENTS.

     (a) DELIVERY BY TENANT. At all times during the Lease Term, Tenant shall,
     within ten (10) days following request by Landlord therefor and without
     charge, execute, acknowledge and deliver to Landlord any and all
     documents, estoppel certificates, and current financial statements of
     Tenant requested by Landlord in connection with the sale or financing of
     the Premises, Building or Land or requested by a lender making a loan
     affecting the Premises. Landlord may require that Tenant in any estoppel
     certificate shall (i) certify that this Lease is unmodified, in full force
     and effect (or, if modified, stating the nature of such modification and
     certifying that this Lease, as so modified, is in full force and effect)
     and has not been assigned, (ii) certify the date to which Rentals are paid
     in advance, if any, (iii) acknowledge that there are not, to Tenant's
     knowledge, any uncured defaults on the part of Landlord hereunder, or
     specifying such defaults if any are claimed, (iv) evidence the status of
     this Lease as may be required either by a lender making a loan to Landlord
     to be secured by a deed of trust or mortgage affecting the Premises or a
     purchaser of the Premises, Building or Land from Landlord, (v) warrant
     that in the event any beneficiary of any security instrument encumbering
     the Premises, Building or Land forecloses on the security instrument or
     sells the Premises, Building or Land pursuant to any power of sale
     contained in such security instrument, such beneficiary shall not be
     liable for the Security Deposit, (vi) certify the date Tenant entered into
     occupancy of the Premises and that Tenant is open and conducting business
     at the Premises, (vii) certify that all improvements which were to be
     constructed on the Premises by Landlord have been substantially completed
     except for punch list items which do not prevent Tenant from using the
     Premises for its intended use, and (viii) certify such other matters
     relating to this Lease and/or the Premises as may be requested by a lender
     making a loan to Landlord or a purchaser


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     of the Premises, Building or Land from Landlord. Any such estoppel
     certificate may be conclusively relied upon by any prospective 
     purchaser or encumbrancer of the Premises, Building or Land. Any financial
     statements of Tenant shall include an opinion of a certified public
     accountant (if available) and a balance sheet and profit and loss
     statement for the most recent fiscal year, all prepared in accordance
     with generally accepted accounting principles consistently applied.

     (b) NONDELIVERY BY TENANT. Tenant's failure to deliver an estoppel
     certificate as requited pursuant to Paragraph 19.5(a) above shall be
     conclusive upon Tenant that (i) this Lease is in full force and effect,
     without modification except as may be represented by Landlord and has not
     been assigned, (ii) there are now no uncured defaults in Landlord's
     performance, (iii) no Rentals have been paid in advance except those that
     are set forth in this Lease, (iv) no beneficiary of any security
     instrument encumbering the Premises, Building or Land shall be liable for
     the Security Deposit in the event of a foreclosure or sale under such
     security instrument, (v) the improvements which were to be constructed on
     the Premises by Landlord have been substantially completed except for
     punch list items which do not prevent Tenant from using the Premises for
     its intended use, and (vi) Tenant has entered into occupancy of the
     Premises on such date as may be represented by Landlord and is open and
     conducting business at the Premises. Tenant's failure to deliver any
     financial statements, estoppel certificates or other documents as required
     pursuant to Paragraph 19.5(a) above shall be a Default by Tenant.

HOLDING OVER

20 This Lease shall terminate without further notice at the expiration of the
Lease Term. It is the desire of Landlord either to enter into a new lease with
Tenant prior to the termination hereof, or to have Tenant vacate the Premises
upon expiration of the Lease Term pursuant to Paragraph 34 below. Therefore,
any holding over by Tenant after Lease Termination shall not constitute a
renewal or extension of the Lease Term, nor give Tenant any rights in or to the
Premises except as expressly provided in this Lease. Any holding over after
Lease Termination with the consent of Landlord, shall be construed to be a
tenancy from month to month, at 200% of the monthly Rent for the month
preceding Lease Termination in addition to all Additional Rent payable hereun-
der, and shall otherwise be on the terms and conditions herein specified
insofar as applicable. If Tenant remains in possession of the Premises after
Lease Termination without Landlord's consent, Tenant shall indemnify Landlord
against any loss or liability resulting from Tenant's failure to surrender the
Premises, including without limitation, any claims made by any succeeding
tenant based upon delay in the availability of the Premises.

NOTICES

21 Any notice required or desired to be given under this Lease shall be in
writing, and all notices shall be given by personal delivery or mailing. All
notices personally given to Tenant may be delivered to any person apparently in
charge at the Premises, to any corporate officer or agent of Tenant if Tenant
is a corporation, or to any one signatory party if more than one party signs
this Lease on behalf of Tenant. Any notice so given shall be binding upon all
signatory parties as if served upon each such party personally. Any notice
given pursuant to this Paragraph 21 shall be deemed to have been given when
personally delivered, or if mailed, when seventy-two hours have elapsed from
the time when such notice was deposited in the United States mail, certified or
registered mail and postage prepaid, addressed to the party at the last address
given for purposes of notice pursuant to the provisions of this Paragraph 21.
At the date of execution of this Lease, the addresses of Landlord and Tenant
are set forth in Paragraph 1.12 above.

ATTORNEYS' FEES

22 In the event either party hereto shall bring any action or legal proceeding
for damages for an alleged breach of any provision of this Lease, to recover
Rentals, to enforce an indemnity obligation, to terminate the tenancy of the
Premises, or to enforce, protect, interpret, or establish any term, condition,
or covenant of this Lease or right to remedy of either party, the prevailing
party shall be entitled to recover, as a part of such action or proceeding,
reasonable attorneys' fees and court costs, including attorneys' fees and costs
for appeal, as may be fixed by the court or jury.

ASSIGNMENT, SUBLETTING AND HYPOTHECATION

23.1 IN GENERAL. Tenant shall not voluntarily sell, assign or transfer all or
any part of Tenant's interest in this Lease or in the Premises or any part
thereof, sublease all or any part of the Premises, or permit all or any part of
the Premises to be used by any person or entity other than Tenant or Tenant's
employees, except as specifically provided in this Paragraph 23.

23.2 VOLUNTARY ASSIGNMENT AND SUBLETTING

     (a) NOTICE TO LANDLORD. Tenant shall, by written notice, advise Landlord
     of Tenant's desire on a stated date (which date shall not be less than
     thirty (30) days nor more than ninety (90) days after the date of
     Tenant's notice) to assign this Lease or to sublet all or any part of the
     Premises for any part of the Lease Term. Said notice shall state that the
     notice constitutes an offer to terminate the Lease or Tenant's interest in
     the portion of the Premises specified pursuant to Paragraph 23.2(b) if the
     notice applies to a proposed assignment of the Lease or Tenant's interest
     therein, a proposed sublease of all or any part of the Premises for more
     than fifty percent (50%) of the remainder of the Lease Term, or a proposed
     sublease of more than fifty percent (50%) of the Premises for any period.
     Tenant's notice shall state the name, legal composition and address of
     the proposed assignee or subtenant, and Tenant shall provide the
     following information to Landlord with said notice: a true and complete
     copy of the proposed assignment agreement or sublease; an audited
     financial statement of the proposed assignee or subtenant prepared in
     accordance with generally accepted accounting principles within one year
     prior to the proposed effective date of the assignment or sublease; the
     nature of the proposed assignee's or subtenant's business to be carried on
     in the Premises; the payments to be made or other consideration to be
     given on account of the assignment or sublease; a current financial
     statement of Tenant; and such other pertinent information as may be
     requested by Landlord, all in sufficient detail to enable Landlord to
     evaluate the proposed assignment or sublease and the prospective assignee
     or subtenant. Tenant's notice shall not be deemed to have been served or
     given until such time as Tenant has provided Landlord with all
     information reasonably requested by Landlord pursuant to this Paragraph
     23.2(a). Tenant shall immediately notify Landlord of any modification to
     the proposed terms of such assignment or sublease. Tenant may withdraw
     its notice at any time prior to exercise by Landlord of Landlord's right
     to terminate as described in Paragraph 23.2(b).

     (b) OFFER TO TERMINATE. If Tenant notifies Landlord of its desire to
     assign this Lease or any interest herein, to sublet all or any part of the
     Premises for more than fifty percent (50%) of the remainder of the Lease
     Term, or to sublet more than fifty percent (50%) of the Premises for any
     period, Tenant's notice shall constitute an offer to terminate this Lease
     or Tenant's interest in the portion of the Premises specified and Landlord
     shall have the right, to be exercised by giving written notice to Tenant
     within thirty (30) days after receipt of Tenant's notice, to terminate the
     Lease (i) entirely, in the event of a proposed assignment or a sublease of
     the entire Premises for the remainder of the Lease Term, (ii) as to the
     portion of the Premises which is the subject of a proposed sublease for
     more than fifty percent (50%) of the remainder of the Lease Term, or (iii)
     as to the portion of the Premises which is the subject of a proposed
     sublease of more than fifty percent (50%) of the Premises for any period,
     as specified in Tenant's notice. For purposes of this Paragraph 23.2(b),
     the term of a proposed sublease shall include all options to extend or
     renew, and a proposed sublease shall be deemed to be for the remainder of
     the Lease Term if the term of the proposed sublease will expire within one
     year of the end of the Lease Term. If Tenant's notice specifies all of the
     Premises and Landlord elects to terminate, this Lease shall terminate on
     the date stated in the notice given by Tenant pursuant to Paragraph
     23.2(a), subject to any obligations which have accrued and are
     unfulfilled as of such date. If Tenant's notice specifies less than all of
     the Premises and Landlord elects to terminate, this Lease shall
     terminate on the date stated with respect to that portion of the Premises,
     and Rent and Tenant's percentage share of excess Direct Costs shall be
     adjusted, based upon the number of net leasable square feet retained by
     Tenant after the termination as compared to the total number of net
     leasable square feet in the entire Premises excluding any areas of the
     Premises designated in the proposed sublease for ingress and egress and
     common areas, if any. The Lease as so amended shall continue thereafter in
     full force and effect. Landlord and Tenant shall execute an amendment to
     this Lease specifying the new Premises, the adjusted Rent, and Tenant's
     adjusted percentage share of excess Direct Costs; provided, however, that
     failure by either party to execute such an amendment shall not affect the
     validity of this Lease.

     (c) LANDLORD'S CONSENT If Landlord does not exercise its right to
     terminate pursuant to Paragraph 23.2(b) within thirty (30) days after
     receipt of Tenant's notice or if a proposed sublease is not subject to the
     provisions of Paragraph 23.2(b), Landlord shall not unreasonably withhold
     its consent to the proposed assignment or sublease, on the terms and
     conditions specified in said notice. If Tenant's notice fails to state
     that it constitutes an offer to terminate the Lease as may be required
     pursuant to Paragraph 23.2(a), such notice shall be deemed insufficient
     for the purposes of this Paragraph 23.2, and Landlord may withhold its
     consent to the proposed assignment or subletting in Landlord's absolute
     discretion. Without otherwise limiting the criteria upon which


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     Landlord may withhold its consent to any proposed assignment or sublease,
     if Landlord withholds its consent where Tenant is in default at the time
     of the giving of Tenant's notice or at any time thereafter, or where
     the net worth of the proposed assignee or subtenant (according to
     generally accepted accounting principles) is less than the greater of (i)
     the net worth of Tenant immediately prior to the assignment or sublease
     (ii) or the net worth of Tenant at the time this Lease is executed, such
     withholding of consent shall be presumptively reasonable. Any and all rent
     paid by an assignee or subtenant, including but not limited to, any rent
     in excess of the Rentals to be paid under this Lease (prorated in the
     event of a sublease of less than the entire Premises), shall be paid
     directly to Landlord, as Additional Rent, at the time and place specified
     in this Lease. For the purposes of this Paragraph 23, the term "rent"
     shall include any consideration of any kind received, or to be received,
     by Tenant from an assignee or subtenant, if such sums are related to
     Tenant's interest in this Lease or in the Premises, including, but not
     limited to, key money, bonus money, and payments (in excess of the fair
     market value thereof) for Tenant's assets, fixtures, trade fixtures,
     inventory, accounts, goodwill, equipment, furniture, general intangibles,
     and any capital stock or other equity ownership interest of Tenant. Any
     assignment or subletting without Landlord's consent shall be voidable at
     Landlord's option, and shall constitute a Default by Tenant. Landlord's
     consent or inaction with respect to any one assignment or sublease shall
     not constitute a waiver of the provisions of this Paragraph 23 as to any
     subsequent assignment or sublease nor a consent to any subsequent
     assignment or sublease. in any event, Landlord's consent to an assignment
     or sublease shall not release Tenant from Tenant's obligations under this
     Lease, and Tenant shall remain jointly and severally liable with the
     assignee or subtenant.

     (d) ASSUMPTION OF OBLIGATIONS. In the event Landlord consents to any
     assignment, such consent shall be conditioned upon the assignee expressly
     assuming and agreeing to be bound by each of Tenant's covenants,
     agreements, and obligations contained in this Lease, pursuant to a written
     assignment and assumption agreement in a form approved by Landlord.
     Landlord's consent to any assignment or sublease shall be evidenced by
     Landlord's signature on said assignment and assumption agreement or on said
     sublease or by a separate written consent. In the event Landlord consents
     to a proposed assignment or sublease, such assignment or sublease shall be
     valid and the assignee or subtenant shall have the right to take possession
     of the Premises only if an executed original of the assignment or sublease
     is delivered to Landlord, and such document contains the same terms and
     conditions as stated in Tenant's notice to Landlord given pursuant to
     Paragraph 23.2(a) above, except for any such modifications to which
     Landlord has consented in writing.

23.3 COLLECTION OF RENT. Tenant hereby irrevocably gives to and confers upon
Landlord, as security for Tenant's obligations under this Lease, the right,
power and authority to collect all rents from any assignee or subtenant of all
or any part of the Premises as permitted by this Paragraph 23, or otherwise,
and Landlord, as assignee of Tenant, or a receiver for Tenant appointed on
Landlord's application, may collect such rent and apply it toward Tenant's
obligations under this Lease; provided, however, that until the occurrence of
any Default by Tenant or except as provided by the provisions of Paragraph
23.2(c) above, Tenant shall have the right to collect such rent. Upon the
occurrence of any Default by Tenant, Landlord may at any time without notice in
Landlord's own name sue for or otherwise collect such rent, including rent past
due and unpaid, and apply the same, less costs and expenses of operation and
collection, including reasonable attorneys' fees, toward Tenant's obligations
under this Lease. Landlord's collection of such rents shall not constitute an
acceptance by Landlord of attornment by such subtenants. in the event of a
Default by Tenant, Landlord shall have all rights provided by this Lease and by
law, and Landlord may, upon re-entry and taking possession of the Premises,
eject all parties in possession or eject some and not others, or eject none, as
Landlord shall determine in Landlord's sole discretion.

23.4 NO BONUS VALUE. It is the intent of the parties hereto that this Lease
shall confer upon Tenant only the right to use and occupy the Premises, and to
exercise such other rights as are conferred upon Tenant by this Lease. The
parties agree that this Lease is not intended to have a bonus value, nor to
serve as a vehicle whereby Tenant may profit by a future assignment or sublease
of this Lease or the right to use or occupy the Promises as a result of any
favorable terms contained herein or any future changes in the market for leased
space. It is the intent of the parties that any such bonus value that may
attach to this Lease shall be and remain the exclusive property of Landlord.

23.5 CORPORATIONS AND PARTNERSHiPS. If Tenant is a partnership, any withdrawal
or substitution (whether voluntary, involuntary, or by operation of law and
whether occurring at one time or over a period of time) of any partner(s)
owning fifty percent (50%) or more of the partnership, any assignment(s) of
fifty percent (50%) or more (cumulatively) of any interest in, the capital or
profits of the partnership, or the dissolution of the partnership shall be
deemed an assignment of this Lease requiring the prior written consent of
Landlord. If Tenant is a corporation, any dissolution, merger, consolidation or
other reorganization of Tenant, any sale or transfer (or cumulative sales or
transfers) of the capital stock of Tenant in excess of fifty percent (50%), or
any sale (or cumulative sales) of all of the assets of Tenant shall be deemed
an assignment of this Lease requiring the prior written consent of Landlord.
Any such withdrawal or substitution of partners or assignment of any interest
in or dissolution of a partnership tenant, and any such sale of stock or assets
of a corporate tenant without the prior written consent of Landlord shall be a
Default by Tenant hereunder. The foregoing notwithstanding, the sale or
transfer of any or all of the capital stock of a corporation, the capital
stock of which is publicly traded at the time of such sale or transfer, shall
not be deemed an assignment of this Lease.

23.6 REASONABLE PROVISIONS. Tenant expressly agrees that the provisions of this
Paragraph 23 are not unreasonable standards or conditions for purposes of
Section 1951.4(b)(2) of the California Civil Code, as amended from time to
time.

23.7 ATTORNEY'S FEES AND COSTS. Tenant shall pay, as Additional Rent,
Landlord's actual costs and attorney's fees for reviewing, investigating,
processing and/or documenting any requested assignment or sublease, whether or
not Landlord's consent is granted.

23.8 INVOLUNTARY TRANSFER. No interest of Tenant in this Lease shall be
assignable by operation of law, including, without limitation, the transfer of
this Lease by testacy or intestacy, Each of the following acts shall be
considered an involuntary assignment:

     (a) if Tenant is or becomes bankrupt or insolvent, makes an assignment for
     the benefit of creditors, or a proceeding under the Bankruptcy Act is
     instituted in which Tenant is the bankrupt; or, if Tenant is a partnership
     or consists of more than one person or entity, if any partner of the
     partnership or other person or entity is or becomes bankrupt or insolvent,
     or makes an assignment for the benefit of creditors;

     (b) Levy of a writ of attachment or execution on this Lease;

     (c) Appointment of a receiver with authority to take possession of the
     Premises in any proceeding or action to which Tenant is a party; or

     (d) Foreclosure of any lien affecting Tenant's interest in the Premises,
     which lien was not consented to by Landlord pursuant to Paragraph 23.9.

An involuntary assignment shall constitute a Default by Tenant and Landlord
shall have the right to terminate this Lease, in which case this Lease shall
not be treated as an asset of Tenant. In the event the Lease is not terminated,
the provisions of Paragraph 23.2(c) regarding rents paid by an assignee or
subtenant and Paragraph 23.4 shall apply. If a writ of attachment or execution
is levied on this Lease, or if any involuntary proceeding in bankruptcy is
brought against Tenant or a receiver is appointed, Tenant shall have thirty
(30) days in which to cause the attachment or execution to be removed, the
involuntary proceeding dismissed, or the receiver removed.

23.9 HYPOTHECATION Tenant shall not hypothecate, mortgage or encumber Tenant's
interest in this Lease or in the Premises or otherwise use this Lease as a
security device in any manner without the consent of Landlord, which consent
Landlord may withhold in its absolute discretion. Consent by Landlord to any
such hypothecation or creation of a lien or mortgage shall not constitute
consent to an assignment or other transfer of this Lease following foreclosure
of any permitted lien or mortgage.

23.10 BINDING ON SUCCESSORS. The provisions of this Paragraph 23 expressly
apply to all heirs, successors, sublessees, assignees and transferees of
Tenant.


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SUCCESSORS

24 Subject to the provisions of Paragraph 23 above and Paragraph 29.2(a) below,
the covenants, conditions, and agreements contained in this Lease shall be
binding on the parties hereto and to their respective heirs, successors and
assigns.

LANDLORD DEFAULT; MORTGAGEE PROTECTION

25 Landlord shall not be in default under this Lease unless Tenant shall have
given Landlord written notice of the breach and, within thirty (30) days after
notice, Landlord has not cured the breach or, if the breach is such that it
cannot reasonably be cured under the circumstances within thirty (30) days, has
not commenced diligently to prosecute the cure to completion. Any money
judgment obtained by Tenant based upon Landlord's breach of this Lease shall be
satisfied only out of the proceeds of the sale or disposition of Landlord's
interest in the Premises (whether by Landlord or by execution of judgment). In
the event of any default on the part of Landlord under this Lease, Tenant shall
give notice by registered mail to any beneficiary or mortgagee of a deed of
trust or mortgage encumbering the Premises, Building and/or Land whose address
shall have been furnished to it, and shall offer such beneficiary or mortgagee
a reasonable opportunity to cure the default, including time to obtain
possession of the Premises by power of sale or judicial foreclosure, if such
should prove necessary to effect a cure.

EXHIBITS 

26 All exhibits to this Lease shall be deemed to be incorporated herein by the
individual reference to each such exhibit, and all such exhibits shall be
deemed to be a part of this Lease as though set forth in full in the body
of the Lease. In the event of any conflict between the terms of any exhibit and
the terms of any of the terms and conditions of the Lease, the terms and
conditions of this Lease shall control.

SURRENDER OF LEASE NOT MERGER 

The voluntary or other surrender of this Lease by Tenant, or a mutual
cancellation thereof, shall not work a merger, and shall, at the option of the
Landlord, terminate all or any existing subleases or subtenancies, or may, at
the option of Landlord, operate as an assignment to Landlord of any or all such
subleases or subtenancies.

WAIVER

28 The waiver by Landlord of any breach of any term, covenant or condition
herein contained (or the acceptance by Landlord of any performance by Tenant
after the time the same shall become due) shall not be deemed to be a waiver of
such term, covenant or condition or any subsequent breach thereof or of any
other term, covenant or condition herein contained, unless otherwise expressly
agreed to by Landlord in writing. The acceptance by Landlord of any sum less
than that which is required to be paid by Tenant shall be deemed to have been
received only on account of the obligation for which it is paid (or for which
it is allocated by Landlord, in Landlord's absolute discretion, if Tenant does
not designate the obligation as to which the payment should be credited), and
shall not be deemed an accord and satisfaction notwithstanding any provisions
to the contrary written on any check or contained in any letter of transmittal.
The acceptance by Landlord of any sum tendered by a purported assignee or
transferee of Tenant shall not be deemed a consent by Landlord to any
assignment or transfer of Tenant's interest herein. No custom or practice which
may arise between the parties hereto in the administration of the terms of this
Lease shall be construed as a waiver or diminution of Landlord's right to
demand performance by Tenant in strict accordance with the terms of this Lease.

GENERAL        

29.1 CAPTIONS AND HEADINGS. The captions and paragraph headings used in this
Lease are for convenience of reference only. They shall not be construed to
limit or extend the meaning of any part of this Lease, and shall not be deemed
relevant in resolving any question of interpretation or construction of any
paragraph of this Lease.

29.2 DEFINITIONS.

     (a) LANDLORD. The term Landlord as used in this Lease, so far as the
     covenants or obligations on the part of Landlord are concerned, shall be
     limited to mean and include only the owner at the time in question of the
     fee title to the Premises. in the event of any transfer(s) of such
     interest, the Landlord herein named (and in case of any subsequent
     transfers or conveyances, the then grantor) shall have no further
     liability under this Lease to Tenant except as to matters of liability
     which have accrued and are unsatisfied as of the date of such transfer,
     it being intended the covenants and obligations contained in this Lease on
     the part of Landlord, shall be binding on Landlord and its successors and
     assigns only during and in respect of their respective period of ownership
     of the fee; provided that any funds in the possession of Landlord or the
     then grantor and as to which Tenant has an interest, less any deductions
     permitted by law or this Lease, shall be turned over to the grantee. The
     covenants and obligations contained in this Lease on the part of Landlord
     shall, subject to the provisions of this Paragraph 29.2(a), be binding
     upon each Landlord and such Landlord's heirs, personal representatives,
     successors and assigns only during its respective period of ownership.
     Except as provided in this Paragraph 29.2(a), this Lease shall not be
     affected by any transfer of Landlord's interest in the Premises, and
     Tenant shall attorn to any transferee of Landlord provided that all of
     Landlord's obligations hereunder are assumed in writing by such
     transferee.

     (b) AGENTS. For purposes of this Lease and without otherwise affecting the
     definition of the word "agent" or the meaning of an "agency", the term
     "agents" shall be deemed to include the agents, employees, officers,
     directors, servants, invitees, contractors, successors, representatives,
     subcontractors, guests, customers, suppliers, partners, affiliated
     companies, and any other person or entity related in any way to the
     respective party, Tenant or Landlord.

     (c) INTERPRETATION OF TERMS. The words "Landlord" and "Tenant" as used
     herein shall include the plural as well as the singular. Words in the
     neuter gender include the masculine and feminine and words in the
     masculine or feminine gender include the neuter

29.3 COPIES. Any executed copy of this Lease shall be deemed an original for
all purposes.

29.4 TIME OF ESSENCE. time is of the essence as to each and every provision of
this Lease requiring performance within a specified time, except as to the
conditions relating to the delivery of possession of the Premises to Tenant.

29.5 SEVERABILITY. in case any one or more of the provisions of this Lease
shall for any reason be held to be invalid, illegal or unenforceable in any
respect, such invalidity, illegality or unenforceability shall not affect any
other provision of this Lease, but this Lease shall be construed as if such
invalid, illegal or unenforceable provision had not been contained herein.
However if Tenant's obligation to pay the Rentals is determined to be invalid
or unenforceable, this Lease at the option of Landlord shall terminate.

29.6 GOVERNING LAW. This Lease shall be construed and enforced in accordance
with the laws of the State of California.

29.7 JOINT AND SEVERAL LIABILITY. if the Tenant is more than one person or
entity, each person or entity shall be jointly and severally liable for the
obligations of Tenant hereunder. if Tenant is a husband and wife, the
obligations hereunder shall extend to their sole and separate property as well
as community property.

29.8 CONSTRUCTION OF LEASE PROVISIONS. Although printed provisions of this
Lease were prepared by Landlord, this Lease shall not be construed either for
or against Tenant or Landlord, but shall be construed in accordance with the
general tenor of the language to reach a fair and equitable result.

29.9 CONDITIONS. All agreements by Tenant contained in this Lease, whether
expressed as covenants or conditions, shall be construed to be both covenants
and conditions, conferring upon Landlord, in the event of a breach thereof, the
right to terminate this Lease.

29.10 TENANTS FINANCIAL STATEMENTS. Tenant hereby warrants that all financial
statements delivered by Tenant to Landlord are true, correct, and complete, and
prepared in accordance with generally accepted accounting principles. Tenant
acknowledges and agrees that Landlord is relying on such financial statements
in accepting this Lease, and that a breach of Tenant's warranty as to such
financial statements shall constitute a Default by Tenant.

29.11 WITHHOLDING OF LANDLORD'S CONSENT. Notwithstanding any other provision
of this Lease, where Tenant is required to obtain the consent (whether written
or oral) of Landlord to do any act, or to refrain from the performance of any
act, Tenant agrees that if Tenant is in default with respect to any term,
condition, covenant or provision of this Lease, then Landlord shall be deemed
to have acted reasonably in withholding its consent if said consent is, in
fact, withheld.


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SIGNS; DIRECTORY

30   SIGNS; DIRECTORY.

     (a) SIGNS. Tenant shall not place or permit to be placed any sign or
     decoration on the Land or the exterior of the Building or that would be
     visible from the exterior of the Building or Premises, without the prior
     written consent of Landlord, which consent shall not be unreasonably
     withheld. In no event shall any such sign revolve, rotate, move or create
     the illusion of revolving, rotating or moving or be internally illuminated
     and there shall be no exterior spotlighting or other illumination on any
     such sign. Tenant, upon written notice by Landlord, shall immediately
     remove any of Tenant's signs or decorations that are visible from the
     exterior of the Building or Premises or that Tenant has placed or permitted
     to be placed on the Land or the exterior of the Building without the prior
     written consent of Landlord. If Tenant fails to so remove such sign or
     decoration within five (5) days after Landlord's written notice, Landlord
     may enter the Premises and remove such sign or decoration and Tenant shall
     pay Landlord, as Additional Rent upon demand, the cost of such removal. All
     signs placed on the Promises, Building or Land by Tenant shall comply with
     all recorded documents affecting the Premises, including but not limited to
     any Declaration of Conditions, Covenants and Restrictions; the sign
     criteria attached hereto as Exhibit "E" if applicable (as the same may be
     amended from time to time); and applicable statutes, ordinances, rules and
     regulations of governmental agencies having jurisdiction thereof. At
     Landlord's option, Tenant shall at Lease Termination remove any sign which
     it has placed on the Premises, Land or the Building, and shall, at its sole
     cost, repair any damage caused by the installation or removal of such sign.

     (b) BUILDING DIRECTORY Tenant shall be named in the Building directory at
     no cost to Tenant. Additional names may be placed in or removed from the
     directory at the discretion of Landlord but at the sole expense of Tenant.

LANDLORD AS PARTY DEFENDANT

31   If, by reason of any act or omission by Tenant or Tenant's agents, Landlord
is made a party defendant concerning this Lease, the Premises, or the Building,
Tenant shall indemnify Landlord against all liability incurred by (or
threatened against) Landlord as a party defendant, including all damages, costs
and attorneys' fees.

LANDLORD NOT A TRUSTEE

32   Landlord shall not be deemed to be a trustee of any funds paid to Landlord
by Tenant (or held by Landlord for Tenant) pursuant to this Lease, including
without limitation the Security Deposit. Landlord shall not be required to keep
any such funds separate from Landlord's general funds or segregated from any
funds paid to Landlord by (or held by Landlord for) other tenants of the
Building. Any funds hold by Landlord pursuant to this Lease shall not bear
interest.

INTEREST 

33   Any payment due from Tenant to Landlord, except for Rent received by
Landlord within thirty (30) days after the same is due, shall bear interest
from the date due until paid, at an annual rate equal to the greater of: ten
percent (10%); or five percent (5%) plus the rate established by the Federal
Reserve Bank of San Francisco, as of the twenty-fifth (25th) day of the month
immediately preceding the due date, on advances to member banks under Sections
13 and 13(a) of the Federal Reserve Act, as now in effect or hereafter from
time to time amended. In addition, Tenant shall pay all costs and
attorneys' fees incurred by Landlord in the collection of such amounts.

SURRENDER OF PREMISES

34   On the last day of the Lease Term or upon the sooner termination of this
Lease, Tenant shall, to the reasonable satisfaction of Landlord, surrender the
Premises to Landlord in good condition (reasonable wear and tear excepted) with
all originally painted interior walls washed, or re-painted if marked or
damaged and other interior walls cleaned and repaired or replaced, all
carpets cleaned and in good condition, and all floors cleaned and waxed. Tenant
shall remove all Tenant's personal property and trade fixtures from the
Premises, and all property not so removed shall be deemed abandoned by Tenant.
Furthermore, Tenant shall immediately repair all damage to the Premises,
Building and Common Area caused by any such removal. If the Premises are not so
surrendered at Lease Termination, Tenant shall indemnify Landlord against any
loss or liability resulting from delay by Tenant in so surrendering the
Premises including, without limitation, any claims made by any succeeding
tenant or losses to Landlord due to lost opportunities to lease to succeeding
tenants.

RIGHTS RESERVED BY LANDLORD

35   Landlord shall have the exclusive right in its sole discretion, without
abatement of Rentals and without limiting Landlord's other rights under this
Lease, to:

     (a) Designate the name, address, or other designation of the Building,
     without notice or liability to Tenant, and Tenant shall not use any name,
     picture, or representation of the Building in connection with Tenant's
     business except as Tenant's address;

     (b) Effect any other tenancies in the Building, or the Project, and grant
     anyone the exclusive right to conduct any particular business or
     enterprise in the Building, or the Project, provided Tenant is not thereby
     prevented from conducting its business or enterprise on the Premises as
     conducted by Tenant as of the Commencement Date;

     (c) Have access through the Premises, and take through the Premises all
     material required for any work permitted by this Lease;

     (d) Close entrances, doors, corridors, elevators, escalators or other
     Building facilities or temporarily abate their operation;

     (e) Change or revise the business hours of the Building; or

     (f) Expand, suspend, close, eliminate, adjust, or replace any portion of
     the Building or Common Area or any services within the Building or Common
     Area.

OBSERVANCE OF RULES AND REGULATIONS

36   Tenant and Tenant's agents shall observe the Rules and Regulations attached
hereto as Exhibit "F" ("Rules and Regulations"). Any failure by Tenant or
Tenant's agents to observe and comply with the Rules and Regulations shall be a
Default by Tenant. If there is a conflict between the Rules and Regulations and
any provisions of this Lease, the provisions of this Lease shall control. The
Rules and Regulations may be amended with or without advance notice from time
to time, and all such amendments shall be effective as to Tenant and binding on
Tenant and Tenant's agents upon delivery of notice thereof to Tenant. Tenant
agrees to observe and comply with the Rules and Regulations, and to enforce the
Rules and Regulations upon Tenant's agents. Any failure by Tenant or Tenant's
agents to observe and comply with the Rules and Regulations shall be a Default
by Tenant. Landlord shall not be responsible for the non-performance of the
Rules and Regulations by any tenants or occupants of the Building, nor shall
Landlord be liable to any one tenant by reason of the non-compliance with or
violation of the Rules and Regulations by any other tenant.

BUILDING PLANS

37   Tenant acknowledges that any plan of the Building or Common Area which may
have been displayed or furnished to Tenant or which may be a part of Exhibit
"A" or Exhibit "B" is tentative; Landlord may change the shape, size, location,
number, and extent of the improvements shown on any such plan and eliminate or
add any improvements to the Building and/or Common Area, in Landlord's sole
discretion.

RELOCATION OF TENANT

38   Landlord shall have the absolute right to relocate the Promises within the
Project before the Commencement Date and during the Lease Term provided:

     (a) Landlord gives Tenant no less than sixty (60) days prior written
     notice;

     (b) The new premises are substantially similar in area and the interior
     improvements are substantially similar to those shown on Exhibit C;

     (c) Tenant shall incur no cost or expense in connection with the
     relocation; and

     (d) The Rentals shall be at the same rate per square foot.

If the relocation is accomplished during the Lease Term, Landlord shall remove
and place Tenant in the new premises at Landlord's sole cost. If relocation
occurs, this Lease shall remain in full force and effect, and the new premises
shall become the "Premises".


/s/
INITIALS



                                      14

<PAGE>   18

QUIET ENJOYMENT

39   Landlord covenants and agrees with Tenant that upon Tenant paying Rentals
due under this Lease and performing its covenants and conditions hereunder,
Tenant shall and may peaceably and quietly have, hold and enjoy the Promises
for the Lease Term, subject, however, to the terms of this Lease and of any
of the ground or underlying leases, mortgages or deeds of trust affecting the
Premises and the rights reserved by Landlord hereunder. Any purchaser upon any
foreclosure or exercise of the power of sale under any mortgage or deed of
trust made by Landlord and covering the Premises, Building or Land to whom
Tenant attorns pursuant to Paragraph 19.4 above shall be bound by the terms of
this Paragraph 39.

ENTIRE AGREEMENT

40   Any agreements, warranties, or representations not expressly Contained
herein shall in no way bind either Landlord or Tenant, and Landlord and Tenant
expressly waive all claims for damages by reason of any statement,
representation, warranty, promise or agreement, if any, not contained in this
Lease. This Lease supersedes and cancels any and all agreements, negotiations,
arrangements, brochures and understandings, whether written or oral, between
Landlord and its agents and Tenant and its agents with respect to the Premises,
Building, Land or this Lease. This Lease constitutes the entire agreement
between the parties hereto and no addition to, or modification of, any term or
provision of this Lease shall be effective until and unless set forth in a
written instrument signed by both Landlord and Tenant.

LABOR DISPUTES

41   In the event Tenant shall in any manner be involved in or be the object of
a labor dispute which subjects the Premises or any part of the Building, Common
Area or Land to any picketing, work stoppage, or other concerted activity which
in the reasonable opinion of Landlord is in any manner detrimental to the
operation of the Building or its tenants, Landlord shall have the right to
require Tenant, at Tenant's own expense and within a reasonable period of time,
to use Tenant's best efforts to either resolve such labor dispute or terminate
or control any such picketing, work stoppage or other concerted activity to the
extent necessary to eliminate any interference with the operation of the
Building. To the extent such labor dispute interferes with the performance of
Landlord's duties hereunder, Landlord shall be excused from the performance of
such duties. Failure by Tenant to use its best efforts to so resolve such
dispute or terminate or control such picketing, work stoppage, or other
concerted activity within a reasonable period of time shall constitute a
Default by Tenant hereunder. Nothing contained in this Paragraph 41 shall be
construed as placing Landlord in an employer-employee relationship with any of
Tenant's employees or with any other employees who may be involved in such
labor dispute.

SUBMISSION OF LEASE

42   Submission of this instrument for Tenant's examination or execution does 
not constitute a reservation of space nor an option to lease. This instrument
shall not be effective until executed by both Landlord and Tenant. Execution of
this Lease by Tenant shall constitute an offer by Tenant to lease the Premises,
which offer shall be deemed accepted by Landlord when this Lease is executed by
Landlord and delivered to Tenant.

NO PARTNERSHIP OR JOINT VENTURE

43   Nothing in this Lease shall be construed as creating a partnership or joint
venture between Landlord, Tenant, or any other party, or cause Landlord to be
responsible for the debts or obligations of Tenant or any other party.

AUTHORITY

44   The undersigned parties hereby warrant that they have proper authority and
are empowered to execute this Lease on behalf of Landlord and Tenant,
respectively. If Tenant is a corporation (or partnership), each individual
executing this Lease on behalf of said corporation (or partnership) represents
and warrants that he is duly authorized to execute and deliver this Lease on
behalf of said corporation in accordance with a duly adopted resolution of the
Board of Directors of said corporation or in accordance with the By-Laws of
said corporation or on behalf of said partnership in accordance with the
partnership agreement of such partnership, as the case may be, and that this
Lease is binding upon said corporation (or partnership) in accordance with its
terms. If Tenant is a corporation, Tenant shall, upon execution of this Lease,
deliver to Landlord a certified copy of a resolution of the Board of Directors
of said corporation authorizing or ratifying the execution of this Lease. in
the event Tenant should fail to deliver such resolution to Landlord upon
execution of this Lease, Landlord shall not be deemed to have waived its right
to require delivery of such resolution, and at any time during the Lease Term
Landlord may request Tenant to deliver the same, and Tenant agrees it shall
thereafter promptly deliver such resolution to Landlord. if Tenant is a
corporation, Tenant hereby represents, warrants, and covenants that:

     (a) Tenant is a valid and existing corporation;

     (b) Tenant is qualified to do business in California;

     (c) All fees and all franchise and corporate taxes are paid to date, and
     will be paid when due;

     (d) All required forms and reports will be filed when due; and

     (e) The signers of this Lease are properly authorized to execute this
     Lease.

IN WITNESS WHEREOF, Landlord and Tenant have executed this Lease on the
respective dates shown below. 


         LANDLORD:

         El Dorado Holding Company

         By  /s/ JIMMY YANG
           -----------------------------------
             Jimmy Yang, Property Manager

         By
           -----------------------------------
         Dated: 6/27/97
               -------------------------------


         TENANT:

         Voice Plus, Inc., a California corporation

         By  /s/ JAMES S. GILLESPIE
           -----------------------------------
             James S. Gillespie

         By President
           -----------------------------------
         Dated: June 23, 1997
               -------------------------------





                                      15
<PAGE>   19



ADDENDUM TO THAT CERTAIN LEASE AGREEMENT DATED JUNE 9,1997 BY AND BETWEEN
VOICE PLUS, INC., A CALIFORNIA CORPORATION, AS TENANT, AND EL DORADO HOLDING
COMPANY, INC., A CALIFORNIA LIMITED PARTNERSHIP, AS LANDLORD, FOR CERTAIN
PREMISES LOCATED AT 39420 LIBERTY STREET, FREMONT, CALIFORNIA.



45.  TENANT IMPROVEMENTS: Landlord to contribute $36,095.00 toward the tenant
     improvements ($5.00 per usable square foot x 7,219 usable square feet) and
     Tenant to contribute the remaining portion should additional tenant
     improvement dollars be required. Tenant to pay to the Landlord their share
     of the cost of the improvements immediately upon completion of the
     improvements. Landlord's tenant improvement contribution will only be
     applied toward the improvements.

46.  OPTION TO EXTEND: In consideration for Tenant never having been in default
     under this Lease, Landlord hereby grants to tenant one (1) three (3) year
     option to extend the term of this Lease on the following terms and
     conditions:

     (i) Tenant must give Landlord notice in writing of its exercise of the
     option to extend the Lease Term no earlier than nine (9) months nor later
     than six (6) months before the date of the Lease Terms would end but for
     said exercise. Time is of the essence.

     (ii) Tenant may not extend the Lease Term pursuant to the options granted
     by this Paragraph 46 if Tenant has been in default in the performance of
     any of the terms and conditions of this lease at any time prior to the
     date of Tenant's notice of exercise of these options, or if Tenant shall
     have assigned or otherwise transferred its interest in this Lease and/or
     the Premises whether or not Landlord's consent to such assignment or
     transfer has been given. If Tenant is in default under this Lease on the
     date that the extended term is to commence, then Landlord may elect to
     terminate this Lease, notwithstanding any notice given by Tenant of an
     exercise of its options to extend.

     (iii) All terms and conditions of this Lease apply during the extended
     term, except for this Paragraph 46 and except that the Base Rent for the
     extended term, shall be determined in accordance with Paragraph (v) below.

     (iv) Once Tenant delivers notice of its exercise of an option to extend
     the Lease Term, Tenant may not withdraw such exercise and, subject to the
     provisions of this Paragraph such notice shall operate to extend the
     Lease Term. Upon an extension of the Lease Term pursuant to this
     Paragraph, the term "Lease Term" as used in this Lease shall thereafter
     include the extended term and the Lease Termination date shall be the
     expiration date of the extended term.

     (v) If Tenant elects to extend the Lease Term pursuant to this Paragraph
     46, the annual rate for each extended term shall be an amount equal to the
     fair market rental value of the Premises is relating to the market
     conditions at the time of the extension (including, but not limited to,
     rental rates for comparable space with comparable tenant improvements and
     taking into consideration any adjustments to rent based upon direct costs
     (operating expenses) and taxes, load factors, financing charges, and/or
     costs of living or other rental adjustments; the relative strength of the
     tenants; the size of the space; and any other factors which affect market
     rental values at the time of extension); and provided further, that the
     rent for each extended term shall in no event be lower then the Rent for
     the month immediately preceding the extended term. The Rent for the first
     Lease Year of the extended term shall be determined as follows:








<PAGE>   20



ADDENDUM TO THAT CERTAIN LEASE AGREEMENT DATED 9,1997 BY AND BETWEEN VOICE
PLUS, INC., A CALIFORNIA CORPORATION, AS TENANT, AND EL DORADO HOLDING COMPANY,
INC., A CALIFORNIA LIMITED PARTNERSHIP, AS LANDLORD, FOR CERTAIN PREMISES
LOCATED AT 39420 LIBERTY STREET, FREMONT, CALIFORNIA.


     (vi) After timely receipt by Landlord of Tenant's notice of exercise of an
     option to extend the Lease Term, Landlord and Tenant shall have a period
     of thirty (30) days in which to agree on the Rent for the extended term.
     If Landlord and Tenant agree on said Rent during that period, they shall
     immediately execute an Amendment to this lease stating the Rent of the
     extended term. If Landlord and Tenant are unable to agree on the Rent for
     the extended term as aforesaid, the provisions of Paragraph 46 (vii) below
     shall apply.

     (vii) Within five (5) days after the expiration of the thirty (30) day
     period described in Paragraph 46 (vi) above, each party, at its costs and
     by giving notice to the other party, shall appoint an M.A.I. real estate
     appraiser, with at least five (5) years' full time commercial appraisal
     experience in the area in which the premises are located, to appraise and
     shall set the fair market rental value of the premises. If a party does
     not appoint an appraiser within five (5) days after the other party has,
     given notice of the name of its appraiser, the single appraiser appointed
     shall be the sole appraiser and shall set the fair market rental value.
     The cost of such sole appraiser shall be borne equally by the parties. If
     two appraisers are appointed by the parties as provided in this Paragraph,
     the two appraisers shall meet promptly and attempt to set the fair market
     rental value. If they are unable to agree within twenty (20) days after
     the appraiser has been appointed, then the two appraisers shall attempt to
     select a third appraiser meeting the qualifications stated in this
     Paragraph within ten (10) days after the last day the two appraisers are
     given to set the fair market rental value. If they are unable to agree on
     the third appraiser, either of the parties to this Lease, by giving ten
     (10) days' notice to the other party, may apply to the presiding judge of
     the Superior Court of Santa Clara County for a selection of a third
     appraiser who meets the qualifications stated above. Each of the parties
     shall bear one half (1/2) of the cost of appointing the third appraiser
     and of paying the third appraiser's fee. The third appraiser, however
     selected, shall be a person who has not previously acted in any capacity
     for either party. Within twenty (20) days after the selection of the third
     appraiser, the majority of the appraisers shall set the fair market rental
     value. If the majority of the appraisers are unable to set the fair market
     rental value within said twenty (20) day period, the three appraisals
     shall be added together and the total divided by three; the resulting
     quotient shall be the fair market value and shall be deemed incorporated
     herein; provided, however, that if any appraisal differs from the median
     appraisal shall be disregarded, and the average of the remaining
     appraisals (or the remaining appraisal) shall be the fair market rental
     value. In establishing the fair market value, the appraisal or appraisers
     shall consider the reasonable market rental value for the highest and best
     use of the Premises (including, but not limited to, rental rates for
     comparable space with comparable tenant improvements and any adjustments
     to rent based upon direct costs [operating expenses] and taxes, load
     factors, financing charges, and/or cost of living or other rental
     adjustments; the relative strength of the Tenants; and of size of the
     space); without regard to the existence of this Lease but taking into
     consideration the future adjustments to Rent pursuant to Paragraph 1.8
     RENT.

47.  (d) Normal electrical and water to be delivered to the suite 24 hours per 
     day. HVAC to run during standard building hours.



<PAGE>   21

ADDENDUM TO THAT CERTAIN LEASE AGREEMENT DATED JUNE 9,1997 BY AND BETWEEN
VOICE PLUS, INC., A CALIFORNIA CORPORATION, AS TENANT, AND EL DORADO HOLDING
COMPANY, INC., A CALIFORNIA LIMITED PARTNERSHIP, AS LANDLORD, FOR CERTAIN
PREMISES LOCATED AT 39420 LIBERTY STREET, FREMONT, CALIFORNIA.





48.  Should the parking area be reduced by a governmental regulation or
     condemnation, Tenant's parking will be reduced by their pro rata share of
     the building.




LANDLORD:

EL DORADO HOLDING COMPANY
a California liniited partnership

By /s/ JIMMY YANG
  -----------------------------------

By Jimmy Yang 6/27/97
  -----------------------------------

Its Property Manager
   ----------------------------------


TENANT:

VOICE PLUS, INC.,
a California corporation

By /s/ JAMES S. GILLESPIE
  -----------------------------------
      James S. Gillespie

Its President
   ----------------------------------
Date: June 23, 1997
   ----------------------------------

<PAGE>   22



DISCLOSURES AND ACKNOWLEDGMENT

Addendum to Leasing Listing Agreement/Real Estate Lease Agreement/Proposal 
to lease

CB COMMERCIAL REAL ESTATE GROUP, INC.
BROKERAGE AND MANAGEMENT
LICENSED REAL ESTATE BROKER

                                                         Date: January 21, 1997

LESSOR El Dorado Holding Company
--------------------------------------------------------------------------------
LESSEE Voice Plus, Inc.
--------------------------------------------------------------------------------
PROPERTY 39420 Liberty Street, Suite 250, Fremont, CA
--------------------------------------------------------------------------------
                          Street Address, City, State

Also known as: 39420 Liberty Street
--------------------------------------------------------------------------------



I. NOTIFICATION RE: NATIONAL FLOOD INSURANCE PROGRAM (CBC Form 5230)

According to Flood Map Panel 6528 0030 B [specify source], this property [ ] is
- [X] is not located in a Special Flood Hazard Area on United States Department
of Housing and Urban Development (HUD) "Special Flood Zone Area Maps." Federal
law requires that as a condition of obtaining federally related financing on
most properties located in "flood zones," banks, savings and loan associations,
and some insurance lenders require flood insurance to be carried where the
property, real or personal, is security for a loan. This requirement is
mandated by the National Flood Insurance Act of 1968 and the Flood Disaster
Protection Act of 1973. The purpose of the program is to provide flood
insurance to property owners at a reasonable cost. Cities or counties
participating in the National Flood Insurance Program may have adopted building
or zoning restrictions, or other measures, as part of their participation in
the program. You should contact the city or county in which the property is
located to determine any such restrictions. The extant of coverage available in
your area and the cost of this coverage may vary, and for further information,
you should consult your lender or insurance carrier. Lessee shall be solely
responsible for confirming the above stated Special Flood Hazard Area
designation, and for investigation of the impact of such designation on
Lessee's intended use of the Property. Flood Zone Designation: Zone_______.

II. ALQUIST-PRIOLO NOTIFICATION: ALQUIST-PRIOLO SPECIAL EARTHQUAKE FAULT ZONING
ACT (CBC Form 5228-5229)

According to Niles Quadrangle [specify source], the Property described above 
[ ] IS - [X] IS NOT - [ ] MAY OR MAY NOT BE situated in an Earthquake Fault Zone
as designated under the Alquist-Priolo Earthquake Fault Zoning Act, Sections
2621-2630, inclusive, of the California Public Resources Code; and, as such,
the construction or development on the Property of any structure for human
occupancy may be subject to the findings of a geologic report prepared by a
geologist registered in the State of California, unless such report is waived
by the city or county under the terms of that Act. No representations on the
subject are made by Lessor or by CB COMMERCIAL REAL ESTATE GROUP, INC. or its
agents or employees, and the Lessee should make his/her/its own inquiry or
investigation. Lessee shall be solely responsible for confirming the above
stated Special Flood Hazard Area designation, and for investigation of the
impact of such designation on Lessee's intended use of the Property.

For further information you may wish to contact appropriate city or county
agencies: _________________________________________________


III. HAZARDOUS WASTES OR SUBSTANCES AND UNDERGROUND STORAGE TANKS

Comprehensive federal and state laws and regulations have been enacted in the
past several years in an effort to control the use, storage, handling,
clean-up, removal and disposal of hazardous wastes or substances. Some of these
laws and regulations (such as, for example, the Comprehensive Environmental
Response Compensation and Liability Act [CERCLA] provide for broad liability
on the part of owners, tenants, or other users of property for clean-up costs
and damages, regardless of fault. Another such statute is California Health and
Safety Code Section 25359.7(a), which provides in part that a lessor of
nonresidential real property who knows, or has reasonable cause to believe,
that any release of a hazardous substance has come to be located on or beneath
that real property shall, prior to the sale or lease, give written notice of
that condition to the lessee; and that failure of the lessor to provide written
notice as required shall subject the lessor to liability for damages. Other
laws and regulations set standards for the handling of asbestos, and establish
requirements for the use, modification, abandonment, and closure of underground
storage tanks.

It is not practical or possible to list all such laws and regulations in this
Notice. Therefore, Lessors and Lessees are urged to consult legal counsel to
determine their respective rights and liabilities with respect to the issues
described in this Notice, as well as all other aspects of the proposed
transaction. If hazardous wastes or substances have been, or are going to be
used, stored, handled or disposed on the Property, or if the Property has been
or may have underground storage tanks, it is essential that legal and technical
advice be obtained to determine, among other things, the nature of permits and
approvals which have been obtained or may be required; the estimated costs and
expenses associated with the use, storage, handling, clean-up, disposal or
removal of hazardous wastes or substances; and the nature and extent of
contractual provisions necessary or desirable in this transaction. Broker
recommends expert assistance and site investigation to determine past uses of
the property, which may provide valuable information as to the likelihood of
hazardous wastes or substances, or underground storage tanks, being on the
Property.

Lessor agrees to disclose to Broker and to Lessee any and all information which
he/she/it has regarding present and future zoning and environmental matters
affecting the Property and regarding the condition of the Property, including,
but not limited to structural, mechanical and soils conditions, the presence
and location of asbestos, PCB transformers, other toxic, hazardous or
contaminated substances, and underground storage tanks, in, on, or about the
Property. Broker hereby requests that such information be provided immediately
so that it may be timely communicated to the Lessee.

Broker has conducted no investigation regarding the subject matter hereof,
except as may be contained in a separate written document signed by Broker.
Broker makes no representations concerning the existence or nonexistence of
hazardous wastes or substances, or underground storage tanks, in, on, or about
the Property. Lessee should contact a professional, such as a civil engineer,
industrial hygienist or other persons with experience in these matters, to
advise on these matters.

The term "hazardous wastes or substances" is used herein in its very broadest
sense and includes, but is not limited to, petroleum based products, paints and
solvents, lead, cyanide, DDT, printing inks, acids, pesticides, ammonium
compounds, asbestos, PCBs and other chemical products. Hazardous wastes or
substances and underground storage tanks may be present on all types of real
property. This Notice is intended to apply to any transaction involving any
type of real property, whether improved or unimproved.

IV. BROKER DISCLOSURE
The parties hereby expressly acknowledge that Broker has made no independent
determination or investigation regarding the following: present or future use
or zoning of the property; environmental matters affecting the Property; the
condition of the Property, including, but not limited to structural, mechanical
and soils conditions, as well as issues surrounding hazardous wastes or
substances as set out above; violations of the Occupational Safety and Health
Act or any other federal, state, county or municipal laws, ordinances, or
statutes; measurements of land and/or buildings. Lessee agrees to make its own
investigation and determination regarding such items.

A REAL ESTATE BROKER IS QUALIFIED TO ADVISE ON REAL ESTATE. IF YOU DESIRE LEGAL
ADVICE, CONSULT YOUR ATTORNEY.






<PAGE>   23



V. AMERICANS WITH DISABILITIES ACT (ADA)

Owners or tenants of real property may be subject to the Americans with
Disabilities Act (ADA), a federal law codified at 42 USC Section 121 01 et seq.
Among other requirements of the ADA that could apply to your property, Title
III of the Act requires owners and tenants of "public accommodations" to remove
barriers to access by disabled persons and provide auxiliary aids and services
for hearing, vision or speech impaired persons. The regulations under Title III
of the ADA are codified at 28 CFR Part 36.

Broker recommends that you and your attorney review the ADA and the
regulations, and, if appropriate, your proposed purchase and sale agreement, to
determine if this law would apply to you and the nature of the requirements.
These are legal issues. You are responsible for conducting your own independent
investigation of these issues.

VI. RESIDENTIAL LEAD PAINT HAZARD REDUCTION ACT

LEAD WARNING: Every Lessee of any interest in real property on which a
residential dwelling was built prior to 1978 is hereby notified that such
property may present exposure to lead from lead-based paint that may place
young children at risk of developing lead poisoning. Lead poisoning in young
children may produce permanent neurological damage, including learning
disabilities, reduced intelligence quotient, behavioral problems, and impaired
memory. Lead poisoning also poses a particular risk to pregnant women.

Federal law (42 USC Section 4851 et seq.) requires that the Lessor of all
"residential property" constructed prior to 1978 must provide to Lessees any
information on lead-based paint hazards from risk assessments or inspections in
the Lessor's possession, and must notify the Lessee of any known lead-based
paint hazards. For purposes of these statutes, "residential property" is
defined as any property which includes any residential dwelling unit(s).

A RISK ASSESSMENT OR INSPECTION FOR POSSIBLE LEAD-BASED PAINT HAZARDS IS
RECOMMENDED PRIOR TO PURCHASE.

Lessors are required to sign a lead-based paint disclosure form(s), and the
Lessee must be provided with a copy of a booklet entitled "Protect Your Family
from Lead in Your Home."

Lessor hereby certifies that the above described property [ ] IS / [ ] IS NOT
"residential property" constructed prior to 1978, as described by the statute.

LEAD DISCLOSURE: Lessor hereby certifies that, to the best of Lessor's
knowledge, the property [ ] DOES / [ ] DOES NOT contain lead-based paint; and
that Lessor [ ] DOES [ ] DOES NOT possess risk assessment or inspection reports
relating thereto. Lessor hereby certifies to have disclosed to the Lessee and
Broker all information known to the Lessor regarding the presence of lead-based
paint and lead-based paint hazards within this target housing, as follows:


     Date(s) of inspection(s) or report(s): _____________________
                                                  [ ] report attached 
     Additional information regarding lead-based paint hazards regarding 
     this property:                               [ ] additional pages attached

Lessor hereby agrees that it will provide the Lessee with any reports or
information related thereto now in its possession, or which it acquires prior
to the consummation of the transaction contemplated hereby.

The undersigned Lessee and Lessor acknowledge that CB COMMERCIAL REAL ESTATE
GROUP, INC. has delivered this disclosure to the undersigned; that they have
read and understand the LEAD WARNING contained herein; and, if this property is
residential property constructed prior to 1978, the Lessee hereby acknowledges
receipt of "Protect Your Family from Lead in Your Home".

VI. COMPLIANCE WITH LAWS

The parties hereto agree to comply with all applicable federal, state and local
laws, regulations, codes, ordinances and administrative orders having
jurisdiction over the parties, property or the subject matter of this
Agreement, including, but not limited to, the 1964 Civil Rights Act and all
amendments thereto, the Foreign Investment in Real Property Tax Act, the
Comprehensive Environmental Response Compensation and Liability Act, and The
Americans With Disabilities Act.

        RECEIPT OF A COPY OF THESE DISCLOSURES IS HEREBY ACKNOWLEDGED.

          LESSOR                                      LESSEE

By  /s/ JIM YANG                           By  /s/ JAMES GILLESPIE
  ------------------------------------       ----------------------------------
Its Property Manager                       Its  President
   -----------------------------------        ---------------------------------
Dated:  June 27, 1997                      Dated: June 23, 1997
     ---------------------------------          -------------------------------


      This portion to be completed in conjunction with negotiation and/or
                 consummation of purchase and sale agreement:

XIII. BROKER REPRESENTATION DISCLOSURE AND ACKNOWLEDGMENT

CB Commercial Real Estate Group, Inc. herein represents _____________________ 
___________represents  ______________________________________________________.


    /s/ JY                                          /s/ JG
-----------------                               -----------------
Lessor's initials                               Lessee's initials



--------------------------------------------------------------------------------
CONSULT YOUR ADVISORS  NO REPRESENTATION OR RECOMMENDATION IS MADE BY CB
COMMERCIAL REAL ESTATE GROUP, INC. OR ITS AGENTS OR EMPLOYEES AS TO THE LEGAL
EFFECT, INTERPRETATION, OR ECONOMIC CONSEQUENCES OF THIS AGREEMENT, THE 
TRANSACTION CONTEMPLATED HEREUNDER, THE NATIONAL FLOOD INSURANCE PROGRAM AND 
RELATED LEGISLATION, NOR OF OTHER LEGISLATION REFERRED TO HEREIN. THESE ARE 
QUESTIONS THAT YOU SHOULD ADDRESS WITH YOUR CONSULTANTS AND ADVISORS.
--------------------------------------------------------------------------------


<PAGE>   24
                                                         [PARKWAYCENTER LOGO]








                                  [Site Plan]







                                                        DEVCON
                                                        CONSTRUCTION
                                                        INCORPORATED

                                                        555 Los Coches
                                                        Milpitas, CA  95035


                                                        /s/
                                                        -----------
                                                          INITIAL



                                   EXHIBIT A
<PAGE>   25
                                   EXHIBIT B







                               [FIRST FLOOR PLAN]








                              [SECOND FLOOR PLAN]










                                                        /s/
                                                        -----------
                                                          INITIAL

<PAGE>   26




                                   EXHIBIT C


INTENTIONALLY DELETED




<PAGE>   27



                                  EXHIBIT "D"






Re: Lease Commencement

Dear _____________________:

In regard to that certain Lease Agreement dated _____________by and between El
Dorado Holding Company, as Landlord, and yourself as Tenant, this letter will
confirm our understanding and agreements relative to the Lease commencement
date.

Notwithstanding anything to the contrary contained in the Lease, it is agreed
that the Lease will commence on _________________ and will end on
_________________.

Please acknowledge receipt of this letter and your agreement and approval of
the foregoing, by signing the enclosed copy of this letter and returning the
same to us.

Very truly yours,


El Dorado Holding Company


By                                           Date
  --------------------------------------         ------------------------------

ACCEPTED AND AGREED:


----------------------------------------

By                                           Date
  --------------------------------------         ------------------------------


<PAGE>   28
                                   EXHIBIT E








PARKWAY CENTER II
EXTERIOR SIGN PROGRAM

SEPTEMBER 4 1985
REVISED:
SEPTEMBER 18 1985
OCTOBER 2 1985
OCTOBER 25 1985







                                                        /s/
                                                        -----------
                                                          INITIAL
<PAGE>   29
SCOTT ARCHITECTURAL GRAPHICS INC
SCOTT SIGN COMPANY
1275 North Dutton Avenue/Park Center 4
Santa Rosa, California  95401
707/545-4519

Project
Parkway Center II
Fremont, CA

Sign Code/Type
Floor Plan
Exterior Signage

F - Interior Directory for Tenant Listing

G - Tenant and Elevator Identification Plaque

H - Men's Restroom Identification Plaque

I - Women's Restroom Identification Plaque




                                  [FLOOR PLAN]



Note:  1st and 2nd Floor signage [illegible].
<PAGE>   30
SCOTT ARCHITECTURAL GRAPHICS INC.
SCOTT SIGN COMPANY
1275 North Dutton Avenue/Park Center 4
Santa Rosa, California  95401
707/545-4519


Project
Parkway Center II
Fremont, CA

Sign Code/Type
Signage F-1/Interior
Tenant Directory

Quantity
Two (2) per Lobby

Material
Formica eased frame system w/black neg. face and brushed aluminum legends also
clear flex

Color
Almond w/light gray trim frame - neg. black face and brushed aluminum legends

Legend
Optima semi bold

Illumination/Voltage
None

Installation
Hanging jig-screw mounted

Location
@ entrance lobby in conspicuous location @ 65" to top of frame

Scale

3/8" = 1"



                       [DIRECTORY - 100 TENANT NAME PLAN]

<PAGE>   31
SCOTT ARCHITECTURAL GRAPHICS INC.
SCOTT SIGN COMPANY
1275 North Dutton Avenue/Park Center 4
Santa Rosa, California  95401
707/545-4519


Project
Parkway Center II
Fremont, CA

Sign Code/Type
Signage G-1/Interior
Tenant ID and Elevator

Quantity
As needed (to be determined)

Material
Formica eased frame system w/black neg. face and brushed aluminum legends
also .060 acrylic (clear matt)

Color
Almond w/light gray trim frame - neg. black face and brushed aluminum legends

Legend
Optima semi bold

Illumination/Voltage
None

Installation
Hanging jig-screw 

Location
@ door (knob side) entrance 
@ 65" to top of frame

Scale

3/8" = 1"



                       [100 TENANT NAME - OTHER INFORMATION PLAN]


<PAGE>   32
SCOTT ARCHITECTURAL GRAPHICS INC.
SCOTT SIGN COMPANY
1275 North Dutton Avenue/Park Center 4
Santa Rosa, California  95401
707/545-4519


Project
Parkway Center II
Fremont, CA

Sign Code/Type
C1, C2, C3, window graphics

Quantity
As needed

Material
Vinyl (Brushed alum.)

Color
Brushed Alum.

Legend
5 1/2" - Address No. (Optima)
2 1/3" - Tenants (Optima)
3/4" - No Soliciting (Hel. Med.)

Illumination/Voltage
N/A

Scale
?/4" = 1' - 0"


NOTE:

East side of building needs Liberty St.
address & tenants names (C2)

West side of building needs Walnut Ave.
address & tenants names (C1)

North side of building needs Walnut Ave.
address & tenants on right sign of door
& Liberty St. address on left side (C3)


                               [FRONT DOOR PLAN]
<PAGE>   33
SCOTT ARCHITECTURAL GRAPHICS INC.
SCOTT SIGN COMPANY
1275 North Dutton Avenue/Park Center 4
Santa Rosa, California 95401
707/545-4519

Project
Parkway Center II
Fremont, CA

Sign Code/Type
A1, A2 Main Tenant Identification

Quantity
Two (2) D/F

Material
All aluminum sign structure w/brick plate faced concrete base

Color 
Gloss black sign structure w/brick plate facing

Legend
Per corporate typestyle

Illumination/Voltage
None

Installation

Location
See site plan - one on Liberty St. and one on Walnut Ave.

Scale
3/4" = 1' - 0"


                       [MAIN TENANT IDENTIFICATION PLAN]




                                                                Page 2a
<PAGE>   34
SCOTT ARCHITECTURAL GRAPHICS INC.
SCOTT SIGN COMPANY
1275 North Dutton Avenue/Park Center 4
Santa Rosa, California 95401
707/545-4519

Project
Parkway Center II
Freemont, CA

Sign Code/Type
B-5 thru B-16 Building Tenant Identification

Quantity
3 sets of 4 tenants
12 names total

Material
Chrome paced 1/2" acrylic

Color
Chrome faces w/gloss black edges

Legend
Logo type

Illumination/Voltage
None

Installation
Silicone adhesive

Location
See site plan

Scale
3/32" = 1' - 0"


                     [BUILDING TENANT IDENTIFICATION PLAN]


                        NOTE:  Brush artwork copy - final camera-ready 
                        artwork to be provided

                                        4 tenants @ each entrance,
                                        3 separate building entrances,
                                        12 total, possible names



                                                                Page 8
<PAGE>   35
                                     SCOTT ARCHITECTURAL GRAPHICS INC.        
                                     SCOTT SIGN COMPANY                       
                                     1275 NORTH DUTTON AVENUE / PARK CENTER 4 
                                     SANTA ROSA, CALIFORNIA 95401             
                                     707/545-4519                             
                                                                              
                                                                              
                                                                              
                                     PROJECT                                  
                                                                              
                                     PARKWAY CENTER II                        
                                     FREMONT, CA                              
                                                                              
                                                                              
                                                                              
                                     SIGN CODE/TYPE                           
                                                                              
                                     SIGNAGE A-1 & A2, OPTIONAL =             
                                     TENANT IDENTIFICATION                    
                                                                              
                                                                              
                                                                              
                                     QUANTITY                                 
                                                                              
                                     TWO (2) D/F                              
                                                                              
                                                                              
                                                                              
                                     MATERIAL                                 
                                                                              
                                     ALL ALUMINUM SIGN                        
                                     STRUCTURE W/BRICK                        
                                     FACED CONCRETE BASE,                     
                                     LEGENDS-BRUSHED ALUM.                    
                                     VINYLS                                   
[SIGN DIMENSIONAL DRAWING]                                                    
                                                                              
                                                                              
[HUSTON CPA]                         COLOR                                    
[IBM OFFICES]                                                                 
[LANGFORD DISTRIBUTORS]              GLASS BLACK SIGN                         
                                     STRUCTURE W/BRICK                        
                                     PLATE FACING                             
                                     LEGEND, BRUSHED ALUM. VINYL              
                                                                              
                                                                              
                                                                              
                                     LEGEND                                   
                                                                              
                                     TENANT I.D.-OPTIMA (BRUSHED              
                                     ALUMINUM VINYLS)                         
                                                                              
                                                                              
                                                                              
                                     ILLUMINATION/VOLTAGE                     
                                                                              
                                     NONE                                     
                                                                              
                                                                              
                                                                              
                                     INSTALLATION                             


                                   
                                     LOCATION
                                     SEE SITE PLAN-ONE ON LIBERTY ST. AND ONE ON
                                     WALNUT AVE.



                                     SCALE           
                                                     
                                     3/4" = 1' = 0"  
                                                     
                                                     
                                                     
                                                     
                                                     
                                     Page 2b         



<PAGE>   36
                                     SCOTT ARCHITECTURAL GRAPHICS INC.        
                                     SCOTT SIGN COMPANY                       
                                     1275 NORTH DUTTON AVENUE / PARK CENTER 4 
                                     SANTA ROSA, CALIFORNIA 95401             
                                     707/545-4519                             
                                                                              
                                                                              
                                                                              
                                     PROJECT                                  
                                                                              
                                     PARKWAY CENTER II                        
                                     FREMONT, CA                              
                                                                              
                                                                              
                                                                              
                                     SIGN CODE/TYPE                           
                                                                              
                                     B3 & B4, INDIVIDUAL CORP.                
                                     LOGO/NAME                                
                                                                              
                                                                              
                                                                              
                                     QUANTITY                                 
                                                                              
                                     TWO (2) SETS POSSIBLE                    
                                                                              
                                                                              
                                                                              
                                     MATERIAL                                 
                                                                              
                                     1/2" PLEX. & 1/8" BRUSHED ALUMINUM       
[SIGN DIMENSIONAL DRAWING]                                                    
                                                                              
                                                                              
[THE TRA...]                         COLOR                                    

                                     BLACK FLEX.                        
                                     BRUSHED ALUM. FACE                       
                                                                              
                                                                              
                                                                              
                                     LEGEND                                   
                                                                              
                                     12" L.H. - CORPORATION LOGO              
                                     TYPE                                     
                                                                              
                                                                              
                                                                              
                                     ILLUMINATION/VOLTAGE                     
                                                                              
                                     NONE                                     
                                                                              
                                                                              
                                                                              
                                     INSTALLATION                             
                                     STUD MOUNTED & SILICONED


                                   
                                     LOCATION
                                     SEE SITE PLAN



                                     SCALE           
                                                     
                                     3/32" = 1' = 0" DETAIL 1" = 1' = 0" 
                                                     
                                                     
                                                     
                                                     
                                                     
                                     Page 5         





<PAGE>   37



RULES AND REGULATIONS

                                  EXHIBIT "F"

1.   WINDOWS. Tenant shall not use any blinds, shades, awnings, screens, or
     window ventilators in connection with any window or door of the Premises
     without the prior written consent of Landlord. Tenant shall not use any
     drape or window covering facing any exterior glass surface other than 
     the standard drape or blinds established by Landlord. No articles shall be
     kept or placed on window sills so as to be visible from the exterior of
     the Building or Premises.

2.   SERVICES ON THE PREMISES. Tenant shall not use upon the Premises any
     waxing, cleaning, interior glass polishing, rubbish removal, linen, or
     other similar services, nor accept barbering, bootblacking, catering, or
     other like services on the Premises, except from persons authorized or
     approved by Landlord and at the hours and under regulations fixed by
     Landlord. No vending machines or other machines of any kind shall be
     installed, maintained, or operated upon the Premises without the prior
     written consent of Landlord.

3.   SIGNS.

     (a) BUILDING DIRECTORY. The bulletin board or directory of the Building
     shall be provided exclusively for the display of the names and locations
     of tenants only. Landlord reserves the right to exclude any other names
     from the bulletin board or directory, and to limit the number of listings.

     (b) ON PREMISES. No signs, names, posters, advertisements or notices shall
     be painted or affixed, on any part of, or so as to be visible from the
     outside of the Premises or Building unless first approved by Landlord in
     regard to color, size, style and location. All approved signs or lettering
     on doors shall be printed, painted, affixed or inscribed at the expense
     of Tenant by a person approved by Landlord, which approval shall not be
     unreasonably withheld. Any signs, notices, logos, pictures, names, or
     advertisements, which are installed that have not been individually
     approved by the Landlord may be removed by the Landlord at the sole
     expense of the Tenant.

4.   ACCESS TO THE BUILDING

                (a) IN GENERAL. The sidewalks, corridors or halls, lobbies,
         courts, exits, entrances, escalators, elevators, stairways and other
         common access areas of the Building shall not be obstructed by Tenant
         or its agents or used by Tenant or its agents for any purpose other
         than ingress and egress. Landlord shall in all cases and at all times
         have the right to operate, control and prevent or limit access to the
         sidewalks, halls, lobbies, passages, exits, entrances, escalators,
         elevators, stairway, balconies, and other common access areas by all
         persons whose presence, in the sole discretion of Landlord, shall be
         prejudicial to the safely, protection, character, reputation, and
         interests of the Building and its tenants, provided that Landlord
         shall not restrict such access to persons with whom Tenant normally
         deals in the ordinary course of Tenant's business unless such persons
         are engaged in abusive or illegal activities. Neither Tenant nor
         Tenant's agents shall go upon the roof of the Building. In the event
         of strike, mob, riot, public excitement or other circumstances
         rendering such action advisable in Landlord's opinion, Landlord
         reserves the right to prevent access to the Building during the
         continuance of the same by such action as Landlord may deem
         appropriate.

         (b) AFTER REGULAR HOURS. Landlord shall furnish Tenant with a
         key to the Building entrance and exit doors. Landlord reserves the
         right to close and keep locked all entrance and exit doors and
         otherwise regulate access of all persons to the halls, corridors,
         elevators, and stairways in the Building on Saturdays, Sundays, and
         legal holidays, and on other days before and after the regular hours
         that the Building is open. After regular Building hours, access to the
         Premises may be refuse unless the person seeking access has a pass or
         is known or otherwise properly identified to the person then in charge
         of the Building. Tenant shall be responsible for all persons for whom
         it requests passes and shall be liable to Landlord for all acts of
         such persons. Landlord may require any person to register as a
         condition of access to the Building. Landlord shall in no case be
         liable damages for any error with regard to the admission or exclusion
         of any person from the Building.

5.   KEYS AND LOCKS. Tenant, upon the termination of its tenancy, shall deliver
     to Landlord the key of offices, rooms, and lavatories which shall have been
     furnished to Tenant or which Tenant shall have had made, and Tenant shall
     pay Landlord for lost keys. Tenant shall not alter any lock or install any
     new or additional locks or any bolts on any doors or windows of the
     premises without prior written consent of Landlord.

6.   USE OF LAVATORIES. The lavatories, toilets, urinals, wash bowls, and
     other plumbing fixtures and apparatus shall not be used for any purpose
     other than that for which they are intended, and no foreign substance of
     any kind shall be put into such facilities. Tenant shall pay the cost of
     repairs required by reason of plumbing stoppage or damage caused by Tenant
     or Tenant's agents' misuse of such plumbing fixtures and apparatus.

7.   WALL MARKINGS. Tenant shall not, except for decorative items, mark on,
     drive nails or screws into, drill into, or deface the walls, ceilings,
     floors, woodwork, or plaster of the Premises or the Building. If Tenant
     desires to install on the walls, ceilings, floors, woodwork, or plaster of
     the Premises, items other than decorative items, Tenant shall seek
     Landlord's prior written consent to such installation, which consent
     Landlord agrees not to unreasonably withhold.

8.   MATERIALS INTO THE BUILDING. All moving into or out of the Building
     shall be via the Building's freight handling facilities, unless otherwise
     directed by Landlord, at such times and in such manner as Landlord shall
     prescribe. Any hand trucks used in the Building must be equipped with soft
     rubber tires and rubber side guards.

9.   SAFES AND HEAVY EQUIPMENT. Tenant shall endeavor not to overload the floor
     of the Premises. Landlord shall not be responsible for loss of or damage
     to any safe or property from any cause, and all damage done to the
     Building or Premises by moving or maintaining any safe or other property
     shall be repaired at the expense of Tenant.

10.  JANITORIAL SERVICES. Tenant shall not, without Landlord's prior written
     approval, hire any person(s) for the purpose of cleaning the Premises,
     other than the janitorial contractor hired by Landlord. Landlord shall not
     be responsible to Tenant for any loss of property on the Premises, however
     occurring, or for any damage done to the properly or effects of Tenant by
     Landlord's agents, including without limitation Landlord's janitorial
     contractor. Any janitorial services furnished by Landlord shall not
     include shampooing of carpets or rugs, moving of furniture, or other
     special services. Janitorial services shall not be furnished on nights
     when the Premises are occupied after 9:30 p.m.

11.  NOXIOUS MATERIALS; OFFENSIVE CONDUCT. Tenant shall not use or keep (nor
     permit to be used or kept) any foul or noxious gas or substance in the
     Premises. Tenant shall not use or keep in the Premises or the Building any
     kerosene, gasoline, or other flammable, explosive, or combustible fluid or
     material other than limited quantities thereof reasonably necessary for
     the operation or maintenance of office equipment. Tenant shall not permit
     or suffer the Premises to be occupied or used in any manner which is
     offensive or objectionable to Landlord or other occupants of the Building
     or neighboring properly by reason of noise, odor, or vibrations. No
     animals may be brought into the Premises or the Building.

<PAGE>   38
12.  PROHIBITIONS ON USE OF PREMISES. No cooking shall be done or permitted by
     Tenant on the Premises, except that for the preparation of lunches, snacks,
     coffee, tea, hot chocolate and similar beverages, provided such equipment
     and use is in accordance with all applicable federal, state and city laws,
     codes, ordinances, rules and regulations. The Premises shall not be used
     for the manufacture of merchandise, for any improper, objectionable, or
     immoral purposes or for lodging. Tenant shall at all times keep the
     Premises neat and clean, and in an orderly condition consistent with the
     uses permitted by the Lease. No bicycles of vehicles of any kind shall be
     brought into or kept in or about the Premises or Building in other than
     designated areas. The Premises shall not be used for the storage of
     merchandise except as such storage may be incidental to the use of the
     Premises for general office purposes.

13.  CONNECTION OF EQUIPMENT. Landlord will direct electricians as to where and
     how telephone, telegraph, and other communication facilities are to be
     introduced and installed. No boring or cutting of stringing of wires will
     be allowed without the prior written consent of Landlord, unless such work
     is shown on Exhibit "C" to the Lease. The location of telephones, call
     boxes, and other office equipment affixed to the Premises shall be subject
     to the approval of Landlord.

14.  FLOOR COVERINGS. Linoleum, tile, carpet and other floor coverings shall be
     deemed an improvement to the Premises and shall be left by Tenant at Lease
     Termination. Tenant shall use a carpet protector under all desk chairs.

15.  CLOSING OF PREMISES. Tenant shall see that the doors of the Premises are
     closed and securely locked before leaving the Building. On multi-tenant
     floors, corridor doors, when not in use, shall be kept closed. Tenant
     assumes any and all responsibility for protecting the Premises from theft,
     robbery and pilferage. Tenant shall observe strict care and caution that
     all water faucets or other regulated plumbing, and all electricity, gas,
     or air conditioning to the Premises are entirely shut off before Tenant or
     Tenant's agents leave the Building.

16.  TRASH AND GARBAGE. Tenant shall store all trash and garbage within the
     interior of the Premises. No material shall be placed in trash boxes or
     receptacles if such material is of such nature that it may not be disposed
     of in the ordinary and customary manner of removing and disposing of trash
     and garbage in the city in which the Premises are located without
     violation of any law or ordinance governing such disposal. All trash,
     garbage and refuse disposal shall be made only through entryways and
     elevators provided for such purposes and at such times as Landlord shall
     designate. Boxes and containers used in moving the tenant into the
     building shall be disposed of at Tenant's expense and not be put into the
     on-site trash receptacles.

17.  REQUEST OF TENANT. The requirements of tenant shall be attended to only
     upon application at the business office of Landlord. Landlord's agents
     shall not perform any work nor do anything outside of their regular duties
     unless under special instructions from Landlord.

18.  PASSENGER ELEVATORS. No person shall be allowed to transport or carry on
     any passenger elevator items that cannot be conveniently and easily
     carried by one person alone. The transportation of such items shall be by
     means of the service elevators or in such manner as prescribed by
     Landlord.

19.  HEATING AND AIR CONDITIONING. Tenant shall not in any way obstruct, alter
     or impair the efficient operation of Landlord's heating, ventilating, and
     air conditioning systems. Tenant shall not tamper with or change the
     setting of any thermostats or temperature control valves, unless said
     temperature controls are located within Tenant's office. Tenant shall not
     use any method of heating or air conditioning the Premises other than that
     supplied by Landlord nor shall Tenant waste electricity, water or air
     conditioning.

20.  ADVERTISING. Landlord shall have the right to prohibit any advertising by
     Tenant (in any manner, medium, or location) which, in Landlord's sole
     opinion, tends to impair the reputation of the Building or its
     desirability as a location for offices. Upon written notice from Landlord,
     Tenant shall refrain from or discontinue such advertising.

21.  OCCUPANCY RESTRICTIONS. Landlord reserves the right to exclude or expel
     from the Building any person who, in the judgment of Landlord, is
     intoxicated or under the influence of liquor or drugs, or who shall in any
     manner do any act in violation of any of the rules and regulations of the
     Building.

22.  SOLICITING IN THE BUILDING. Canvassing, soliciting, or peddling in the
     Building is prohibited unless specifically approved by Landlord. No person
     shall be allowed to distribute in the Building handbills, petitions,
     notices, or advertisements,

23.  COMMON AREAS. All facilities and common areas forming a part of the
     Building shall be under the sole and absolute control of Landlord with
     exclusive right to regulate and control these areas. Tenant shall conform
     to the Rules and Regulations that may be established by Landlord for such
     areas.

24.  COOPERATION OF TENANT. Tenant shall cooperate with Landlord to prevent
     prohibited activities within the Building and the Premises. Tenant shall
     comply with all safety, fire protection and evacuation procedures and
     regulations established by Landlord or any governmental agency.

25.  PARKING. Tenant or Tenant's agents shall park in Building parking areas
     between designated parking lines only, and shall not occupy two parking
     spaces with one car. Vehicles in violation of the above shall be, after
     receipt of prior written notice of the infraction and failure to promptly
     abate the violation, subject to tow-away, at the vehicle owner's expense.

26.  ADDRESS. Landlord shall have the right, exercisable without notice and
     without liability to Tenant, to change the name and street address of the
     building of which the premises are a part.

27   AMENDMENTS TO RULES AND REGULATIONS. Landlord reserves the right to make,
     eliminate, augment, amend, revise or modify these Rules and Regulations as
     in Landlord's sole judgment may be necessary or reasonable. Any amendments
     or revisions to these Rules and Regulations shall be effective upon the
     receipt thereof by Tenant.

28.  RELATIONSHIP OF RULES AND REGULATIONS TO LEASE.

          (a) INCONSISTENCIES. In the event that any of the provisions of these
          Rules and Regulations are inconsistent with any of the provisions of
          the Lease as to which these Rules and Regulations relate, the
          provisions of the Lease shall control to the extent of such
          inconsistency

          (b) DEFINITIONS. Defined terms as used in these Rules and Regulations
          shall have the same meaning as when those terms are used in the
          Lease.


/s/
INITIALS