2890 De La Cruz Boulevard (San Jose, CA) Lease - The Equitable Life Assurance Society of the United States and FMC Corp.


                                  LEASE

                              BY AND BETWEEN

         THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES,

                     a New York corporation, as Landlord


                                   and

                             FMC CORPORATION,

                         a Delaware corporation,

                                as Tenant


                                   for

                                 BUILDING A


                               TABLE OF CONTENTS

                                                                  Page
                                                                  -----

ARTICLE 1.  DEFINITIONS...........................................  1

    1.1.  Commencement Date.......................................  1
    1.2.  Rent Start Date.........................................  1
    1.3.  Lease Term..............................................  1
    1.4.  Property................................................  1
    1.5.  Premises................................................  2
    1.6.  Permitted Use...........................................  2
    1.7.  Tenant's Minimum Liability Insurance Coverage...........  2
    1.8.  Tenant's Allocated Parking Stalls.......................  2
    1.9.  Retained Real Estate Brokers............................  2
    1.10. Address for Notices.....................................  2
    1.11. Lease...................................................  2
    1.12. Building C Lease........................................  2
    1.13. Tenant's Allocated Share................................  2
    1.14. Continuing Tenant Default...............................  3
    1.15. Additional Definitions..................................  3

ARTICLE 2.  DEMISE AND ACCEPTANCE.................................  3

    2.1.  Demise of Premises......................................  3
    2.2.  Delivery and Acceptance of Possession...................  3
    2.3.  Construction of Interior Improvements...................  3
    2.4.  Options to Extend Lease Term............................  3

ARTICLE 3.  RENT..................................................  5

    3.1.  Base Monthly Rent.......................................  5
    3.2.  Additional Rent.........................................  6
    3.3.  Payment of Rent.........................................  6
    3.4.  Late Charge and Interest on Rent in Default.............  6

ARTICLE 4.  USE OF PREMISES.......................................  7

    4.1.  Limitation on Type......................................  7
    4.2.  Compliance with Laws and Private Restrictions...........  7
    4.3.  Insurance Requirements..................................  7
    4.4.  Outside Areas...........................................  8
    4.5.  Signs...................................................  8
    4.6.  Rules and Regulations...................................  8

                                  -i-


    4.7.  Parking.................................................  8
    4.8.  Window Coverings........................................  9
    4.9.  Outside Sales...........................................  9

ARTICLE 5.  TRADE FIXTURES AND LEASEHOLD IMPROVEMENTS.............  9

    5.1.  Trade Fixtures..........................................  9
    5.2.  Leasehold Improvements..................................  9
    5.3.  Alterations Required by Law............................. 10
    5.4.  Landlord's Improvements................................. 11
    5.5.  Liens................................................... 11
    5.6.  Modifications to the Premises........................... 11

ARTICLE 6.  REPAIR AND MAINTENANCE................................ 12

    6.1.  Tenant's Obligation to Maintain......................... 12
    6.2.  Landlord's Obligation to Maintain....................... 12
    6.3.  Tenant's Obligation to Reimburse........................ 13
    6.4.  Common Operating Expenses Defined....................... 14
    6.5.  Control of Common Area.................................. 14
    6.6.  Tenant's Negligence..................................... 15

ARTICLE 7.  WASTE DISPOSAL AND UTILITIES.......................... 15

    7.1.  Waste Disposal.......................................... 15
    7.2.  Hazardous Materials..................................... 15
    7.3.  Utilities............................................... 17
    7.4.  Compliance with Governmental Regulations................ 17

ARTICLE 8.  REAL PROPERTY TAXES................................... 18

    8.1.  Real Property Taxes Defined............................. 18
    8.2.  Tenant's Obligation to Reimburse........................ 18
    8.3.  Taxes on Tenant's Property.............................. 19


ARTICLE 9.  INSURANCE............................................. 19

    9.1.  Tenant's Insurance...................................... 19
    9.2.  Landlord's Insurance.................................... 20
    9.3.  Tenant's Obligation to Reimburse........................ 20
    9.4.  Release and Waiver of Subrogation....................... 20

ARTICLE 10.  LIMITATION ON LANDLORD'S LIABILITY AND INDEMNITY..... 21

    10.1. Limitation on Landlord's Liability...................... 21

                                  -ii-


    10.2. Limitation on Tenant's Recourse......................... 21
    10.3. Indemnification of Landlord............................. 22

ARTICLE 11.  DAMAGE TO PREMISES................................... 22

    11.1. Landlord's Duty to Restore.............................. 22
    11.2. Landlord's Right to Terminate........................... 22
    11.3. Tenant's Right to Terminate............................. 23
    11.4. Abatement of Rent....................................... 23

ARTICLE 12.  CONDEMNATION......................................... 24

    12.1. Tenant's Termination Right.............................. 24
    12.2. Restoration and Abatement of Rent....................... 24
    12.3. Temporary Taking........................................ 24
    12.4. Division of Condemnation Award.......................... 24

ARTICLE 13.  DEFAULT AND REMEDIES................................. 25

    13.1. Events of Tenant's Default.............................. 25
    13.2. Landlord's Remedies..................................... 26
    13.3. Waiver by Tenant of Certain Remedies.................... 27
    13.4. Waiver.................................................. 27
    13.5. Limitation on Exercise of Rights........................ 27

ARTICLE 14.  ASSIGNMENT AND SUBLETTING............................ 27

    14.1. By Tenant............................................... 27
    14.2. By Landlord............................................. 29

ARTICLE 15.  GENERAL PROVISIONS................................... 30

    15.1. Landlord's Right to Enter............................... 30
    15.2. Surrender of the Premises............................... 30
    15.3. Holding Over............................................ 30
    15.4. Subordination........................................... 31
    15.5. Tenant's Attornment..................................... 31
    15.6. Mortgagee Protection.................................... 31
    15.7. Estoppel Certificates and Financial Statements.......... 31
    15.8. Force Majeure........................................... 32
    15.9. Notices................................................. 32
    15.10. Obligation to Act Reasonably........................... 32
    15.11. Corporate Authority.................................... 32
    15.12. Additional Definitions................................. 32

                                  -iii-


    15.13. Miscellaneous.......................................... 33
    15.14. Termination by Exercise of Right....................... 33
    15.15. Brokerage Commissions.................................. 34
    15.16. Entire Agreement....................................... 34
    15.17. Right of First Offer to Lease.......................... 34

SCHEDULE OF EXHIBITS

EXHIBIT A - SITE PLAN OF PROPERTY
EXHIBIT B - APPROVED PLANS FOR INTERIOR IMPROVEMENTS
EXHIBIT C - INTERIOR IMPROVEMENT AGREEMENT
EXHIBIT D - FORM OF SUBORDINATION AGREEMENT

                                  -iv-

                                  LEASE

                               (Building A)

     THIS LEASE, dated June 1, 1989 for reference purposes only, is made by 
and between THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES, a New 
York corporation ("Landlord"), and FMC CORPORATION, a Delaware corporation 
("Tenant").

                                 ARTICLE 1.

                               DEFINITIONS

     1.1.  COMMENCEMENT DATE:  The term "Commencement Date" shall mean the date 
the last signatory to this Lease whose execution is required to make it 
binding on Landlord and Tenant shall have executed this Lease.

     1.2.  RENT START DATE:  The term "Rent Start Date" shall mean November 1, 
1989; provided, however, that if the Interior Improvements to be constructed 
pursuant to the Interior Improvement Agreement attached as EXHIBIT "C" are 
not "Substantially Completed" (as defined in EXHIBIT "C") by November 1, 1989 
because of delays in construction resulting from "Force Majeure" (as defined 
in this paragraph 1.2), then the Rent Start Date shall be extended for one 
day for each such day of delay experienced by Tenant in constructing the 
Interior Improvements pursuant to EXHIBIT "C".  For purposes of this 
paragraph, the following shall apply:

           A.   The term "Force Majeure" shall mean (i) any material default 
by Landlord of its obligations under this Lease which delays construction; 
(ii) strikes, labor disputes or work stoppages which are not directed solely 
at the construction of the Interior Improvements or only because of job 
conditions at the Premises but which also affect other construction projects; 
(iii) damage to the Interior Improvements or the Premises caused by fire, 
earthquake, vandalism or other peril; and (iv) civil commotion, civil unrest, 
or acts of war.  The term "Force Majeure" shall not include any of the 
following:  (i) delays caused by the Prime Contractor or any subcontractor, 
including delays resulting from contractor default; (ii) inability to obtain 
labor, materials, equipment, or reasonable substitutes therefor when ordered; 
or (iii) inability to obtain any governmental approval required in connection 
with the construction of the Interior Improvements.

           B.   Tenant shall notify Landlord promptly of the occurrence of 
any event of Force Majeure.  If Tenant does not notify Landlord in writing of 
the occurrence of an event of Force Majeure within five (5) days after such 
event has commenced to occur, then the Rent Start Date shall only be extended 
by the amount of delay that occurs after Tenant actually gives written notice 
to Landlord of the occurrence of the event of Force Majeure in question.

     1.3.  LEASE TERM:  The Lease Term shall commence on the Commencement 
Date and shall continue until the tenth (10th) anniversary of the Rent Start 
Date (unless the Lease Term is extended pursuant to paragraph 2.4 hereof).

     1.4.  PROPERTY:  The term "Property" shall mean that real property shown 
on the site plan attached hereto as EXHIBIT "A" and all improvements now or 
hereafter located thereon, including, without limitation, the five (5) 
buildings presently located thereon, including, without limitation, the give 
(5) buildings presently located thereon, the aggregate gross leasable area of 
which is approximately 295,271 square feet (the "Property Gross Leasable 
Area"), allocated among the five buildings as shown on the attached EXHIBIT 
"A"; provided, however, that Landlord may change the boundaries and 
composition of the Property by removing or adding land and/or buildings and 
thereafter the term "Property" shall refer to such real property so enlarged 
or reduced and the amount of the "Property Gross Leasable Area" shall be 
appropriately adjusted.



     1.5.  PREMISES:  The term "Premises" shall mean the building structure 
situated on the Property commonly known as Building A of Airport Technology 
Park, 2890 De La Cruz Boulevard, Santa Clara, California, containing 
approximately 68,708 square feet of gross leasable area (the "Premises Gross 
Leasable Area") located as shown on EXHIBIT "A".  Landlord and Tenant agree 
that (i) all measurements of gross leasable area contained in this Lease are 
conclusively agreed to be correct and binding upon the parties, even if a 
subsequent measurement of any one of these areas determines that it is more 
or less than the amount of area reflected in this Lease; and (ii) any such 
subsequent determination that the area is more or less than shown in this 
Lease shall not result in a change in any of the computations of rent, 
improvement allowances, or other matters described in this Lease where gross 
leasable area is a factor.

     1.6.  PERMITTED USE:  The term "Permitted Use" shall mean the use of the 
Premises for (i) research and development, production, sales, and general 
administrative offices and other legal uses incidental thereto, and (ii) any 
other legal use first approved in writing by Landlord.

     1.7.  TENANT'S MINIMUM LIABILITY INSURANCE COVERAGE:  The term "Tenant's 
Minimum Liability Insurance Coverage" shall mean Two Million Five Hundred 
Thousand Dollars ($2,500,000).

     1.8.  TENANT'S ALLOCATED PARKING STALLS:  The term "Tenant's Allocated 
Parking Stalls" shall mean 274 parking stalls for the non-exclusive use of 
Tenant.  Notwithstanding the foregoing, or any other provision of this Lease, 
the parties acknowledge that although Tenant is allocated a combined total of 
620 parking spaces pursuant to this Lease and the Building C Lease, after a 
restripping of the parking areas on the Property to increase to 1,155 the 
number of spaces available, only a total of 603 spaces shall be available for 
Tenant's use.  In this regard the parties agree that the total number of 
parking spaces allocated for Tenant's use under this Lease and under the 
Building C Lease shall be reduced by 17; such spaces shall be proportionably 
allocated between the Premises and the premises leased pursuant to the 
Building A Lease.  Landlord agrees, at the written request of Tenant, to 
construct at Landlord's expense 17 additional parking spaces on the Property, 
if Landlord can do so at a reasonable cost by relocating or removing 
landscaped area or driveways, and the construction of such additional parking 
spaces is permitted by all applicable Laws.

     1.9.  RETAINED REAL ESTATE BROKERS:  The term "Retained Real Estate 
Brokers" shall mean LaSalle Partners Limited and J.R. Parrish, Inc.

     1.10. ADDRESS FOR NOTICES:  The term "Address for Notices" shall mean 
the following:

           A.   In the case of Landlord, such term shall mean The Equitable 
Life Assurance Society of the United States, One Market Plaza, 1900 Steuart 
Tower, San Francisco, California  94105, Attention:  Property Management 
Department.

           B.   In the case of Tenant, such term shall mean (i) before the 
Commencement Date, its present address which is 881 Martin Avenue, Box 58123, 
Santa Clara, California  95052; and (ii) after the Commencement Date, the 
address of the Premises which is 2830 De La Cruz Boulevard, Santa Clara, 
California  95050.

     1.11.  LEASE:  The term "Lease" shall mean this printed lease, Exhibits 
"A" (site plan), "B" (Approved Plans for Interior Improvements), "C" 
(Interior Improvement Agreement), "D" (form of subordination agreement), all 
of which are attached hereto and incorporated herein by this reference.

     1.12.  BUILDING C LEASE:  The term "Building C Lease" shall mean that 
lease dated as of June 1, 1989 between Landlord and Tenant, pursuant to which 
Tenant leases from Landlord that certain building identified as Building C on 
the site plan attached hereto as EXHIBIT "A" and which contains approximately 
86,785 square feet, the address of which is 2830 De La Cruz Boulevard, Santa 
Clara, California.

     1.13.  TENANT'S ALLOCATED SHARE:  The term "Tenant's Allocated Share" 
shall mean one hundred percent (100%).

                                     -2-


     1.14.  CONTINUING TENANT DEFAULT:  A "Continuing Tenant Default" shall 
be deemed to exist when an "Event of Tenant's Default" (as defined in 
paragraph 13.1) has occurred, and the underlying default or breach by Tenant 
of its obligations which resulted in such Event of Tenant's Default has not 
been completely cured.

     1.15.  ADDITIONAL DEFINITIONS:  As used in this Lease or any addendum or 
amendment thereto, the following terms shall have the meanings set forth in 
paragraph 15.12: "Agreed Interest Rate", "Common Area", "Law", "Leasehold 
Improvements", "Lender", "Private Restrictions" and "Trade Fixtures".

                                    ARTICLE 2.

                              DEMISE AND ACCEPTANCE


     2.1.   DEMISE OF PREMISES:  Landlord hereby leases to Tenant, and Tenant 
leases from Landlord, for the Lease Term upon the terms and conditions of 
this Lease, the Premises together with (i) the non-exclusive right to use no 
more than the number of Tenant's Allocated Parking Stalls within the Common 
Area (subject to the limitations set forth in paragraph 4.7), and (ii) the 
non-exclusive right to use the Common Area for ingress to and egress from the 
Premises.  Tenant's lease of the Premises shall be subject to (i) all Laws, 
(ii) all Private Restrictions, easements, and other matters of public record, 
and (iii) the reasonable and non-discriminatory rules and regulations from 
time to time promulgated by Landlord pursuant to paragraph 4.6.

     2.2.   DELIVERY AND ACCEPTANCE OF POSSESSION:  Landlord shall deliver to 
Tenant possession of the Premises on the Commencement Date in their presently 
existing condition, broom clean.  Tenant shall accept possession of the 
Premises in its presently existing condition, "as-is" (except for latent 
defects in the structural elements of the Premises), acknowledging that (i) 
Tenant intends to do substantial renovation work and construct completely new 
interior improvements pursuant to paragraph 2.3 hereof and the Interior 
Improvement Agreement attached as EXHIBIT "C", and (ii) Landlord is obligated 
to make certain repairs as set forth in the Interior Improvement Agreement.

     2.3.   CONSTRUCTION OF INTERIOR IMPROVEMENTS:  Tenant shall construct 
certain improvements for Tenant's use in the Premises pursuant to the terms 
of the Interior Improvement Agreement executed concurrently with this Lease 
by Landlord and Tenant and attached hereto as EXHIBIT "C".

     2.4.   OPTIONS TO EXTEND LEASE TERM:  Landlord hereby grants to Tenant 
two (2) options (each referred to as the "Option") to extend the Lease Term 
each for a five (5) year period (the "Option Term"), on the following terms 
and conditions:

            A.   Tenant must give Landlord notice in writing of its exercise 
of the Option before the later to occur of (i) the two hundred fortieth 
(240th) day before the date of the initial Lease Term (or then extended Lease 
Term as the case may be) would end but for said exercise, or (ii) the seventh 
(7th) day following the establishment of the fair market rent for the 
Premises by appraisal pursuant to subparagraph 2.4F if such appraisal process 
is commenced pursuant to subparagraphs 2.4E and 2.4F.

            B.   Tenant may not exercise the Option at any time that either 
of the following is true:  (i) a Continuing Tenant Default exists under this 
Lease (unless caused by a subTenant of the  original Tenant under this Lease 
and such original Tenant is using reasonable efforts to cause such default to 
be cured) or (ii) a Continuing Tenant Default exists under the Building A 
Lease (unless caused by a subTenant or assignee of the original Tenant under 
this Lease and such original Tenant is using reasonable efforts to cause such 
default to be cured) and the same person or entity is the owner of record of 
both the Premises and the real property leased pursuant to the Building C 
Lease.
                                     -3-


            C.   All terms and conditions of this Lease shall apply during 
the Option Term, except that the Base Monthly Rent for the Option Term shall 
be determined as provided in subparagraph 2.4D below.

            D.   The Base Monthly Rent for the Option Term with respect to 
the Premises shall be the ninety-five percent (95%) of the fair market rent 
for the Premises for the Option Term on the terms contained in this Lease as 
of the commencement of the Option Term, determined pursuant to subparagraphs 
2.4E and 2.4F.  For purposes of this Lease, the term "fair market rent for 
the Premises" shall mean the projected going market rent for the Premises as 
of the commencement of the Option Term in question, including a provision for 
periodic increases of such rent during the Option Term (which increases shall 
be established as part of such fair market rent), taking into account the 
value of all improvements in the Premises, regardless of whether made by 
Landlord or Tenant (except for those Leasehold Improvements that Tenant has 
the right to remove at the expiration of the Lease Term).

            E.   Tenant may not exercise the Option in question unless Tenant 
has delivered to Landlord a written request (a "Rent Quote Request") that 
Landlord state in writing Landlord's opinion of the fair market rent for the 
Premises for the upcoming Option Term in question, which Rent Quote Request 
may only be delivered and shall only be effective if delivered (i) no sooner 
than fifteen (15) months before the expiration of the Lease Term, and (ii) no 
later than thirteen (13) months prior to the expiration of the Lease Term.  
After receipt of a Rent Quote Request and no later than twelve (12) months 
prior to the expiration of the Lease Term, Landlord shall deliver to Tenant a 
written statement setting forth Landlord's opinion of the fair market rent 
for the Premises for the Option Term in question (a "Landlord's Rent Quote"). 
 For a period of thirty (30) days following delivery to Tenant of Landlord's 
Rent Quote (the "Negotiation Period"), Landlord and Tenant shall confer to 
attempt to reach agreement upon the fair market rent for the Premises for the 
Option Term in question.  If Landlord and Tenant are unable to reach 
agreement in writing within the Negotiation Period, for purposes of 
establishing the Base Monthly Rent for the Option Term in question, the fair 
market rent for the Premises shall be deemed to be the amount stated in 
Landlord's Rent Quote unless Tenant delivers to Landlord during the 
Negotiation Period a written notice which states the following:  (i) Tenant 
requires that the fair market rent for the Premises for the Option Term in 
question be established by the appraisal process described in subparagraph 
2.4F; and (ii) the name, address, and qualifications of the appraiser 
selected by Tenant for purposes of the appraisal process described in 
subparagraph 2.4F ("Tenant's Appraisal Demand").  If Tenant so timely 
delivers to Landlord a Tenant's Appraisal Demand, the Base Monthly Rent for 
the Option Term in question shall be established based on the result of the 
appraisal process described in subparagraph 2.4F.

            F.   If Tenant delivers to Landlord a Tenant's Appraisal Demand 
during the Negotiation Period, then the fair market rent for the Premises 
shall be determined by three (3) real estate appraisers, all of whom shall be 
members of the American Institute of Real Estate Appraisers with not less 
than five (5) years experience appraising real property (other than 
residential or agricultural property) located in Santa Clara County, 
California, in accordance with the following procedures:

                 (1)  One of the appraisers shall be the appraiser identified 
in Tenant's Appraisal Demand.  Within ten (10) days of receipt of Tenant's 
Appraisal Demand, Landlord shall select its appraiser and notify Tenant, in 
writing, of the name, address and qualifications of an appraiser selected by 
it.  Failure by Landlord to select a qualified appraiser within said ten (10) 
day period shall be deemed a waiver of its right to select a second appraiser 
on its own behalf and Tenant shall select a second appraiser on behalf of 
Landlord within five (5) days after the expiration of said ten (10) day 
period.  Within ten (10) days from the date the second appraiser shall have 
been appointed, the two (2) appraisers selected by the parties shall appoint 
a third appraiser.  If the two appraisers fail to select a third qualified 
appraiser, the third appraiser shall be selected by the American Arbitration 
Association at the request of either party or, if there is then no American 
Arbitration Association or if it refuses to perform this function, then at 
the request of either Landlord or Tenant, the third appraiser shall be 
appointed by the then Presiding Judge of the Superior Court of the State of 
California for the County of Santa Clara.

                 (2)  The three (3) appraisers so selected shall meet in San 
Jose,

                                     -4-


California, not later than twenty (20) days following the selection of the 
third appraiser.  At said meeting the appraisers shall attempt to determine 
the fair market rent for the Premises for the Option Term in question.

                 (3)  If the appraisers are unable to complete their 
determinations in one meeting, they may continue to consult at such times as 
they deem necessary for a fifteen (15) day period from the date of their 
first meeting, in an attempt to have at least two (2) of them agree.  If, at 
the initial meeting or at any time during said fifteen (15) day period, two 
(2) or more of the appraisers agree on the fair market rent for the Premises, 
such agreement shall be determinative and binding on the parties hereto, and 
the agreeing appraisers shall, in simple letter form executed by the agreeing 
appraisers, forthwith notify both Landlord and Tenant of the amount set by 
such agreement.

                 (4)  If two (2) or more appraisers do not agree within said 
fifteen (15) day period as set forth above, then each appraiser shall, within 
five (5) days after the expiration of said fifteen (15) day period, submit 
his independent appraisal in simple letter form to Landlord and Tenant 
stating his determination of the fair market rent for the Premises for the 
Option Term in question. Landlord and Tenant shall then determine the fair 
market rent for the Premises for the Option Term by determining the average 
of the fair market rent set by each of the appraisers; provided, however, if 
the lowest appraisal is less than eighty-five percent (85%) of the middle 
appraisal then such lowest appraisal shall be disregarded, and/or if the 
highest appraisal is greater than one hundred fifteen percent (115%) of the 
middle appraisal then such highest appraisal shall be disregarded.  If any 
appraisal is disregarded, then the average shall be determined by computing 
the average set by the other appraisals that have not been disregarded.  For 
purposes of determining the relative amount of the appraisals to implement 
the provisions of this subparagraph requiring that an appraisal be 
disregarded if it is too high or too low, the amount of an appraisal that 
calls for periodic rent increases based upon an index (E.G., the Consumer 
Price Index) shall be determined by assuming that such index will increase at 
the same average annual rate during the option period in question that such 
index increased on an average annual basis during the five (5) year period 
preceding the commencement of the option period in question.

                (5)  Each party shall bear the fees and expenses of the 
appraisers selected by or for it, and the fees and expenses of the third 
appraiser shall be borne fifty percent (50%) by Landlord and fifty percent 
(50%) by Tenant.

                                 ARTICLE 3.

                                   RENT

     3.1.   BASE MONTHLY RENT:  Commencing on the Rent Start Date and 
continuing thereafter throughout the initial Lease Term, Tenant shall pay to 
Landlord a monthly rent (which rent is referred to as the "Base Monthly 
Rent"), which shall be the following:

            A.   No Base Monthly Rent shall be payable for the period 
beginning on the Rent Start Date and ending on the last day of the sixth 
(6th) month of the Lease Term.

            B.   The Base Monthly Rent for the period beginning on the first 
day of the seventh (7th) month of the Lease Term and ending on the last day 
of the twenty-fourth (24th) month of the Lease Term is Forty Eight Thousand 
Ninety Six Dollars ($48,096) (I.E., $0.70 per square foot per month).

            C.   The Base Monthly Rent for the period beginning on the first 
day of the twenty-fifth (25th) month of the Lease Term and ending on the last 
day of the forty-eighth (48th) month of the Lease Term is Fifty Eight 
Thousand Four Dollars ($58,402) (I.E., $0.85 per square foot per month).

            D.   The Base Monthly Rent for the period beginning on the first 
day of the forty-ninth (49th) month of the Lease Term and ending on the last 
day of the seventy-second

                                     -5-


(72nd) month of the Lease Term is Sixty-One Thousand Eight Hundred 
Thirty-Seven Dollars ($61,837.90) (I.E., $0.90 per square foot per month).

            E.   The Base Monthly Rent for the period beginning on the first 
day of the seventy-third (73rd) month of the Lease Term and ending on the 
last day of the one hundred twentieth (120th) month of the Lease Term is 
Sixty-Five Thousand Two Hundred Seventy-Three Dollars ($65,273) (I.E., $0.95 
per square foot per month).

            F.   For purposes of applying the provisions of this paragraph 
3.1, the term "month of the Lease Term" shall mean that period which begins 
on that day of the calendar month in question which corresponds to the Rent 
Start Date and which continues for thirty (30) or thirty-one (31) days until 
the day of the next calendar month which precedes the day in that calendar 
month which corresponds to the Rent Start Date.  By way of example only, if 
it is assumed that the Rent Start Date is September 15, 1989, then for 
purposes of this paragraph 3.1 (i) the first month of the Lease Term would 
commence September 15 and end on October 14, 1989; and (ii) the seventh (7th) 
month of the Lease Term would commence on March 15 and end on April 14, 1990.

     3.2.   ADDITIONAL RENT:  Commencing on the Rent Start Date and 
continuing thereafter throughout the Lease Term, Tenant shall pay, as 
additional rent (the "Additional Rent"), (i) Tenant's share of Common 
Operating Expenses as required by paragraph 6.3, (ii) Tenant's share of the 
Real Property Taxes as required by paragraph 8.2, (iii) Landlord's share of 
the net consideration received by Tenant upon certain assignments and 
sublettings as required by paragraph 14.1, (iv) any late charges or interest 
due Landlord pursuant to paragraph 3.4, (v) Tenant's share of the amortized 
cost of certain additional improvements as provided in paragraph 5.4, and 
(vi) any other charges due Landlord pursuant to this Lease.

     3.3.   PAYMENT OF RENT:  All rent required to be paid in monthly 
installments shall be paid in advance on the first day of each calendar month 
during the Lease Term.  All rent shall be paid in lawful money of the United 
States, without any abatement, deduction or offset whatsoever (except as 
permitted by paragraphs 11.4 and 12.2), and without any prior demand 
therefor, to Landlord at its address set forth above or at such other place 
as Landlord may designate from time to time.  Tenant's obligation to pay rent 
shall be prorated as of the Rent Start Date and at expiration or earlier 
termination of the Lease Term such that Tenant shall not be required to pay 
Base Monthly Rent or Additional Rent for any period preceding the Rent Start 
Date or following the expiration or earlier termination of the Lease Term 
(except in the case of a termination of this Lease as a result of an Event of 
Tenant's Default).

     3.4.   LATE CHARGE AND INTEREST ON RENT IN DEFAULT:  Tenant acknowledges 
that the late payment by Tenant of any monthly installment of Base Monthly 
Rent or any Additional Rent will cause Landlord to incur certain costs and 
expenses not contemplated under this Lease, the exact amount of which are 
extremely difficult or impractical to fix.  Such costs and expenses will 
include, without limitation, administration and collection costs and 
processing and accounting expenses.  Therefore, if any such Base Monthly Rent 
or Additional Rent is not received by Landlord from Tenant within five (5) 
days after Landlord delivers written notice to Tenant that such amount is 
delinquent, Tenant shall immediately pay to Landlord a late charge equal to 
five percent (5%) of such delinquent rent.  Landlord and Tenant agree that 
this late charge represents a reasonable estimate of such costs and expenses 
and is fair compensation to Landlord for its loss suffered by Tenant's 
failure to make timely payment.  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 rent or prevent Landlord from exercising any right or 
remedy available to Landlord upon Tenant's failure to pay any rent due under 
this Lease in a timely fashion, including the right to terminate this Lease.  
If any rent remains delinquent for a period in excess of thirty (30) days 
after Landlord delivers written notice to Tenant that such amount is 
delinquent, in addition to such late charge, Tenant shall pay to Landlord 
interest on any rent that is not paid when due at the Agreed Interest Rate 
following the date such amount became due until paid.

                                     -6-


                                 ARTICLE 4.

                              USE OF PREMISES

     4.1.   LIMITATION ON TYPE:  Tenant shall use the Premises solely for the 
Permitted Use (as described in paragraph 1.6).  Tenant shall not do or permit 
anything to be done in or about the Premises or Common Area which will (i) 
interfere with the rights of other occupants of the Property, (ii) cause 
structural damage to the Premises and Tenant fails to promptly commence and 
diligently pursue to completion the repair of such damage, or (iii) cause 
damage to any part of the Premises or Property except to the extent 
reasonably necessary for the installation of Tenant's equipment and trade 
fixtures and Tenant fails to promptly commence and diligently pursue to 
completion the repair of such damage.  Tenant shall not operate any equipment 
within the Premises which will (i) injure, vibrate or shake the Premises, 
(ii) overload existing electrical systems or other mechanical equipment 
servicing the Premises, or (iii) impair the efficient operation of the 
sprinkler system or the heating, ventilating or air conditioning ("HVAC") 
equipment servicing the Premises, or (iv) damage, overload or corrode the 
sanitary sewer system.  Tenant shall not attach, hang or suspend anything 
from the ceiling, roof, walls or columns of the Premises or set any load on 
the floor in excess of approved structural limits as defined by Landlord's 
architect.  Any dust, fumes, or waste products generated by Tenant's use of 
the Premises shall be contained and disposed so that they do not (i) create a 
fire or health hazard, (ii) damage the Premises, or (iii) interfere with the 
businesses of other Tenants of the Property.  All noise or odors generated by 
Tenant's use of the Premises shall be contained or muffled so that they do 
not interfere with the businesses of other Tenants of the Property. Tenant 
shall not (i) change the exterior of the Premises (subject to Tenant's right 
to install signs pursuant to paragraph 4.5), or (ii) install any equipment or 
antennas on or make any penetrations of the exterior or roof of the Premises 
without the prior written consent of Landlord.  Tenant shall not commit nor 
permit to be committed any waste in or about the Premises, and Tenant shall 
keep the Premises in a neat, clean, attractive and orderly condition, free of 
any objectionable noises, odors, dust or nuisances which may disturb the 
quiet enjoyment of other Tenants or occupants of the Property.  
Notwithstanding the foregoing restrictions, the parties agree as follows:

            A.   Tenant may bring military fighting vehicles onto the first 
floor of the Premises so long as (i) Tenant puts into place such reinforcing 
as is reasonably necessary to upgrade the floor load capacity so that it will 
accept such fighting vehicles; and (ii) Tenant repairs any damage to the 
Premises caused by the entry of such vehicles.

            B.   Tenant may install antennas, radio "dishes" or other 
electronic equipment reasonably necessary for the conduct of Tenant's 
business upon the roof of the Premises so long as (i) such installations are 
done in compliance with all Laws and Private Restrictions; (ii) such 
installations are accomplished in a manner which does not compromise the 
watertight integrity of the roof; (iii) all damage to the Premises caused by 
such installation is repaired by Tenant; and (iv) any such equipment is 
properly and effectively screened from view in a manner reasonably acceptable 
to Landlord.

            C.   In the event Tenant desires to operate equipment within the 
Premises that will or may overload existing mechanical, electrical, or other 
systems, Tenant may do so only if it first installs, at its sole cost, all 
necessary modifications, repairs or upgrades of existing systems so that such 
equipment may be operated without overloading such systems as so modified by 
Tenant.

     4.2.   COMPLIANCE WITH LAWS AND PRIVATE RESTRICTIONS:  Tenant shall not 
use or permit any person to use the Premises in any manner which violates any 
Laws or Private Restrictions.  Tenant shall abide by and promptly observe and 
comply with all Laws and Private Restrictions and shall indemnify and hold 
Landlord harmless from any liability resulting from Tenant's failure to do so.

     4.3.   INSURANCE REQUIREMENTS:  Tenant shall not use or permit any 
person to use the Premises or Common Area in any manner which will cause a 
cancellation of any insurance policy covering the Premises.  Tenant shall not 
sell, or permit to be kept, used, or sold in or about

                                     -7-


the Premises any article which may be prohibited by the standard form of fire 
insurance policy; provided, however, that Tenant may bring military fighting 
vehicles onto the first floor of the Premises as permitted pursuant to 
subparagraph 4.1A.  Tenant shall comply with all reasonable requirements of 
any insurance company, insurance underwriter, or Board of Fire Underwriters 
which are necessary to maintain, at reasonable rates, the insurance coverage 
carried by Landlord pursuant to this Lease.

     4.4.   OUTSIDE AREAS:  No materials, supplies, storage tanks or 
containers, equipment, finished products or semi-finished products, raw 
materials, inoperable vehicles or articles of any nature shall be stored upon 
or permitted to remain outside of the Premises except in fully fenced and 
screened areas outside the Premises which have been designed for such purpose 
and have been approved in writing by Landlord for such use by Tenant; 
provided, however, that Tenant may bring military fighting vehicles onto the 
first floor of the Premises as permitted pursuant to subparagraph 4.1A.

     4.5.   SIGNS:  Tenant shall not place on any portion of the Premises or 
the Property any sign, placard, lettering in or on windows, banner, displays 
or other advertising or communicative material which is visible from the 
exterior of the Premises without the prior written approval of Landlord. All 
such approved signs shall strictly conform to all Laws and Private 
Restrictions and shall be installed at the expense of Tenant.  If Landlord so 
elects, Tenant shall, at the expiration or sooner termination of this Lease, 
remove all signs installed by it and repair any damage caused by such 
removal. Tenant shall at all times maintain such signs in good condition and 
repair. Upon Tenant's written request and at Tenant's cost and expense, 
Landlord shall remove both of the Airport Technology Park monument signs 
located on De La Cruz Boulevard.  Subject to Landlord's prior written 
approval of Tenant's specific design plan, (i) Tenant shall have the right to 
install a monument sign at the entrance to the Premises, and at the two 
entrances to Airport Technology Park, and (ii) Tenant shall have the right to 
install signs on the exterior of the Premises.  Approved signs installed by 
Tenant may be illuminated in compliance with the provisions of applicable 
laws and Private Restrictions.

     4.6.   RULES AND REGULATIONS:  Landlord may from time to time promulgate 
reasonable and nondiscriminatory rules and regulations applicable to all 
occupants of the Property for the care and orderly management of the Property 
and the safety of its Tenants and invitees.  Such rules and regulations shall 
be binding upon Tenant upon delivery of a copy thereof to Tenant, and Tenant 
agrees to abide by such rules and regulations.  If there is a conflict 
between the rules and regulations and any of the provisions of this Lease, 
the provisions of this Lease shall prevail.  Landlord shall not be 
responsible for the violation by any other Tenant of the Property of any such 
rules and regulations.

     4.7.   PARKING:  Tenant is allocated and shall have the non-exclusive 
right to use (without charge in addition to the Base Monthly Rent) no more 
than the number of parking spaces contained within the Property described in 
paragraph 2.1 for its use and the use of its employees and invitees, the 
location of which may be designated from time to time by Landlord but shall 
be on the Property and within reasonable proximity to the Premises.  Tenant 
shall not at any time use or permit its employees or invitees to use more 
parking spaces than the number so allocated to Tenant or to park or permit 
the parking of its vehicles or the vehicles of others in any portion of the 
Property not designated by Landlord as a non-exclusive parking area.  
Landlord shall not oversubscribe the parking within the Property, and shall 
assure that the total number of spaces committed to the non-exclusive use of 
all Tenants of the Property shall not exceed the total number of spaces 
within the Common Area.  Of the parking spaces allotted to Tenant pursuant to 
paragraph 2.1, Tenant shall have the right to designate a reasonable number 
of such spaces as reserved spaces for its executives, which shall not exceed 
ten percent (10%) of the total of spaces and which shall be in immediate 
proximity to the Premises.  In the event Tenant elects to install a patio as 
set forth in subparagraph 5.6A, the number of parking spaces allocated to 
Tenant shall be reduced based upon the square footage of said patio, which at 
the time this Lease is executed is anticipated to be a reduction in eight (8) 
parking spaces.  If Landlord grants to any other Tenant the exclusive right 
to use any particular parking space(s), neither Tenant nor its employees or 
invitees shall use such spaces.  Within ten (10) business days after written 
request therefor from Landlord, Tenant shall furnish Landlord with a list of 
its and its employees vehicle license numbers and Tenant shall thereafter 
notify Landlord of any change in such list within five

                                     -8-


(5) days after each such change occurs.  Tenant shall have the right, at 
Tenant's option, to provide its employees with stickers or other 
identification markers or tags to be affixed to or on the employees' 
automobiles or other vehicles, evidencing the right of such employees to use 
the parking area.  Such stickers shall be subject to prior review and 
approval by Landlord, which shall not be unreasonably withheld or delayed.  
Tenant shall furnish to Landlord a list of identifying numbers for the 
stickers distributed from time to time by Tenant to its employees.  If Tenant 
elects to use such stickers as provided herein, Tenant shall not be obligated 
to furnish Landlord with a list of vehicle license numbers for its employees, 
for as long as Tenant maintains such sticker system of identification.  
Landlord reserves the right, after having given Tenant reasonable notice, to 
have any vehicles owned by Tenant or its employees or invitees utilizing 
parking spaces in excess of the parking spaces allowed for Tenant's use to be 
towed away at Tenant's cost.  All trucks and delivery vehicles shall be (i) 
parked at the rear of the Premises, (ii) loaded and unloaded in a manner 
which does not interfere with the businesses of other occupants of the 
Property, and (iii) permitted to remain on the Property only so long as is 
reasonably necessary to complete loading and unloading.  In the event 
Landlord elects or is required by any Law to limit or control parking in the 
Property, whether by validation of parking tickets or any other method of 
assessment, Tenant agrees to participate in such validation or assessment 
program under such reasonable rules and regulations as are from time to time 
established by Landlord, so long as such participation does not result in any 
increase in costs to Tenant.

     4.8.   WINDOW COVERINGS:  To the extent Tenant elects to use window 
coverings visible from the exterior of the Premises, Tenant shall use the 
same window covering to cover all windows Tenant so elects to cover in the 
Premises to maintain a consistent and uniform exterior appearance.

     4.9.   OUTSIDE SALES:  Tenant shall not conduct or permit to be 
conducted on any portion of the Common Area any sale of any kind, including 
(i) any public or private auction, fire sale, going-out-of-business sale, 
distress sale or other liquidation sale, or (ii) any so-called "flea market", 
open-air market or any other similar activity.  Notwithstanding the 
foregoing, Tenant shall be allowed to conduct occasional sales outside of the 
Premises on that part of the Common Area that is in close proximity to the 
Premises so long as each of the following conditions is satisfied with 
respect to each such sale: (i) Landlord is given at least two (2) business 
days prior written notice of the date of any such sale; (ii) such sale does 
not violate any Laws; (iii) such sale is conducted in a manner that does not 
interfere with the rights of other occupants of the Property; (iv) Tenant 
provides all necessary security, cleans up all debris and repairs any damage 
caused by such sale; and (v) the purpose of such sale is to permit employees 
of Tenant to purchase or to receive free of charge property of Tenant.

                                 ARTICLE 5.

                 TRADE FIXTURES AND LEASEHOLD IMPROVEMENTS

     5.1.   TRADE FIXTURES:  Throughout the Lease Term, Tenant shall provide, 
install, and maintain in good condition all Trade Fixtures required in the 
conduct of its business in the Premises.  All Trade Fixtures shall remain 
Tenant's property.

     5.2.   LEASEHOLD IMPROVEMENTS:  The following provisions govern 
Leasehold Improvements constructed by Tenant:

            A.   Tenant shall not construct any Leasehold Improvements or 
otherwise alter the Premises without Landlord's prior approval if such action 
results in the demolition, removal, or material alteration of existing 
Improvements (including partitions, wall and floor coverings, ceilings, 
lighting fixtures or other utility installations) and if the cost of such 
construction or alteration exceeds Fifteen Thousand Dollars ($15,000) per 
work of improvement or if the cost of Leasehold Improvements done, under 
construction, or for which approval is sought during any calendar quarter 
exceeds Twenty-Five Thousand Dollars ($25,000).  With respect to any 
Leasehold Improvements which must be approved by Landlord pursuant to the 
immediately

                                     -9-


preceding sentence, Tenant shall not commence construction of such Leasehold 
Improvements until Landlord shall have first approved the plans and 
specifications therefor, which approval shall be deemed given if not denied 
in writing within ten (10) working days after Landlord shall have received 
Tenant's request for such approval.  In no event shall Tenant make any 
alterations to the Premises which could significantly affect the structural 
integrity or the exterior design of the Premises without Landlord's prior 
approval.

            B.   All Leasehold Improvements requiring Landlord's approval 
shall be installed by Tenant in substantial compliance with the approved 
plans and specifications therefor.  All construction undertaken by Tenant 
shall be done in accordance with all Laws and in a good and workmanlike 
manner using materials of good quality.  Tenant shall not commence 
construction of any Leasehold Improvements until (i) all required 
governmental approvals and pe-rmits shall have been obtained, (ii) all 
requirements regarding insurance imposed by this Lease have been satisfied, 
and (iii) if reasonably requested by Landlord, Tenant shall have obtained 
contingent liability and broad form builders risk insurance in an amount 
reasonably satisfactory to Landlord if there are any perils relating to the 
proposed construction not covered by insurance carried pursuant to Article 9. 
 If Landlord so requests in writing with respect to Leasehold Improvements 
requiring Landlord's prior approval, Tenant shall inform Landlord of Tenant's 
scheduled date for commencement of construction at least five (5) days prior 
to such date of commencement.

            C.   At all times during the Lease Term, (i) Tenant shall 
maintain all plans and change orders prepared in connection with the 
construction of any Leasehold Improvements which required a building permit 
or other governmental approval, and (ii) Tenant shall provide to Landlord 
copies of such plans and change orders (and, to the extent Tenant causes such 
to be prepared for its own use, "As-Built" plans) at any time that Landlord 
requests copies thereof.

            D.   All Leasehold Improvements shall remain the property of 
Tenant during the Lease Term.  Tenant shall have the right to remove only the 
following kinds of Leasehold Improvements so long as it repairs all damage 
caused by the installation thereof and returns the Premises to the condition 
existing prior to the installation of such Leasehold Improvements:  (i) 
built-in cabinets, file drawers and bookcases; (ii) computer room air 
conditioning; (iii) canteen equipment; (iv) office cubicle systems; and (v) 
ornamental statues.  At the expiration or sooner termination of the Lease 
Term, all Leasehold Improvements that Tenant does not remove shall be 
surrendered to Landlord as a part of the realty and shall then become 
Landlord's property, and Landlord shall have no obligation to reimburse 
Tenant for all or any portion of the value or cost thereof.  However, if 
Landlord so requires, at the expiration or earlier termination of the Lease 
Term, Tenant shall remove any Leasehold Improvements designated for removal 
by Landlord and shall restore the Premises to the condition existing prior to 
the installation of such Leasehold Improvements to the extent necessary to 
return the Premises to substantially the same condition that existed on the 
completion of the Interior Improvements constructed pursuant to EXHIBIT "C", 
ordinary wear and tear excepted.  Notwithstanding the foregoing:

                 (1)  Tenant shall only be required to remove Leasehold 
Improvements for which either of the following is true:  (i) such Leasehold 
Improvements were not approved in writing by Landlord; or (ii) at the time 
approval was given by Landlord, Landlord informed Tenant in writing that 
Landlord would require that such Leasehold Improvements be removed at the 
termination of the Lease Term.

                 (2)  Tenant may cause interior partitions to be moved, 
reconfigured, or removed altogether, or cause interior offices to be deleted 
or added, all without the obligation to restore such partitions or interior 
offices to any prior condition upon expiration or termination of the Lease.

     5.3.   ALTERATIONS REQUIRED BY LAW:  Tenant shall make any alteration, 
addition or change of any sort, whether structural or otherwise, to the 
Premises that is required by any Law because of (i) a specific use or change 
of use made of the Premises by Tenant (which alteration, addition or change 
is not generally required to be made by owners or Tenants of other properties 
similar to the Premises), (ii) Tenant's application for any permit or 
governmental approval, or (iii) Tenant's construction or installation of any 
Leasehold Improvements or Trade Fixtures.

                                     -10-


     5.4.   LANDLORD'S IMPROVEMENTS:  All fixtures, improvements or equipment 
which are installed, constructed on or attached to the Property by Landlord 
at its expense shall become a part of the realty and belong to Landlord.  
Tenant shall pay additional rent in the event Landlord, in its sole 
discretion, elects to make any of the following kinds of capital improvements 
to the Property:  (i) capital improvements required to be constructed in 
order to comply with any Law not in effect or applicable to the Property as 
of the Commencement Date; (ii) modification of existing or construction of 
additional capital improvements or building service equipment for the purpose 
of reducing the consumption of utility services or Common Operating Expenses 
of the Property; (iii) replacement of capital improvements or building 
service equipment existing as of the Commencement Date when required because 
of normal wear and tear; and (iv) the amount of "deductibles" paid by 
Landlord for the restoration of any part of the Property that has been 
damaged to the extent such "deductible" is not included within Common 
Operating Expenses.  With respect to any expenditure in excess of Fifty 
Thousand Dollars ($50,000) for which Landlord seeks contribution pursuant to 
this paragraph 5.4 from Tenant, prior to incurring such expense, Landlord 
shall notify Tenant of the nature and estimated amount of such expenditure 
and, if Tenant so requests, shall provide Tenant with such information upon 
which such cost estimate is based for Tenant's approval. The amount of 
additional rent Tenant is to pay with respect to each such capital 
improvement shall be determined as follows:

                 A.   Tenant shall have the option to pay in cash an amount 
equal to Tenant's Allocated Share of all costs paid by Landlord to construct 
the improvements in question fairly allocable to the Premises (including 
financing costs) in cash within thirty (30) days after the improvement has 
been substantially completed and Landlord has notified Tenant of the cost of 
such improvement and the amount of Tenant's required contribution.  If Tenant 
does not exercise such option to pay such amount in cash, then the provisions 
of subparagraph 5.4B shall apply.

                 B.   All costs paid by Landlord to construct such 
improvement (including financing costs) shall be amortized on a straight line 
basis over the useful life of such improvement (determined in accordance with 
generally accepted accounting principles) with interest on the unamortized 
balance at the then prevailing market rate Landlord would pay if it borrowed 
funds to construct such improvement from an institutional lender, and 
Landlord shall inform Tenant of the monthly amortization payment required to 
so amortize such costs, and shall also provide Tenant with the information 
upon which such determination is made. As additional rent, Tenant shall pay 
an amount equal to Tenant's Allocated Share of that portion of such monthly 
amortization payment fairly allocable to the Premises (as reasonably 
determined by Landlord) for each month after such improvement is completed 
until the first to occur of (i) the expiration of the Lease Term (as the same 
may be extended), or (ii) the end of the term over which such costs were 
amortized, which amount shall be due at the same time the Base Monthly Rent 
is due.

                 C.   Notwithstanding anything contained in this paragraph 
5.4, the additional rent Tenant is to pay with respect to any modification of 
existing or construction of additional capital improvements or building 
service equipment for the purpose of reducing the consumption of utility 
expenses or Common Operating Expenses of the Property shall not for any 
period exceed the actual amount of savings in Additional Rent realized by 
Tenant as a result of such modification or construction.

     5.5.   LIENS:  Tenant shall keep the Premises and the Property free from 
any liens and shall pay when due all bills arising out of any work performed, 
materials furnished, or obligations incurred by Tenant, its agents, employees 
or contractors relating to the Premises.  If any claim of lien is recorded, 
Tenant shall bond against or discharge the same within thirty (30) days after 
the same has been recorded against the Premises and/or the Property. Should 
any lien be filed against the Premises or any action commenced affecting 
title to the Premises, the party receiving notice of such lien or action 
shall immediately give the other party written notice thereof.

     5.6.   MODIFICATIONS TO THE PREMISES:  Subject to Landlord's prior 
written approval, and the provisions of paragraphs 5.2 and 5.3 hereof, Tenant 
shall have the right to:

            A.   Modify the parking area behind the Premises, which area is 
highlighted on the attached EXHIBIT "A", to construct a patio;

                                     -11-


            B.   Install a datalink approximately twenty (20) inches wide 
between the Premises and Building A;

            C.   Install up to a total of four (4) flagpoles allocated 
between the front of the Premises and the front of the premises leased 
pursuant to the Building A Lease; and

             D.   Fill in existing loading docks so long as (i) existing 
drainage systems serving such loading docks are appropriately capped; (ii) 
such fill is accomplished in a manner that the loading docks may be restored 
to their condition existing as of the Commencement Date upon expiration of 
the Lease Term, and (iii) Tenant agrees to restore such loading docks to the 
condition existing as of the Commencement Date upon the expiration of the 
Lease Term.

             E.   Trim or relocate on the Property to a new location approved 
by Landlord any trees, shrubs or other landscaping that obscures any sign 
installed on the Property by Tenant.

                              ARTICLE 6.

                       REPAIR AND MAINTENANCE

     6.1.   TENANT'S OBLIGATION TO MAINTAIN:  Except as otherwise provided in 
paragraph 6.2 and in Article 11 regarding the restoration of damage caused by 
fire and other perils, Tenant shall, at all times during the Lease Term, 
clean, keep, and maintain in good order, condition, and repair the Premises 
and every part thereof, through regular inspections and servicing, including, 
but not limited to, (i) all plumbing and sewage facilities (including all 
sinks, toilets, faucets and drains), and all ducts, pipes, vents or other 
parts of the HVAC or plumbing system, (ii) all fixtures, interior walls, 
floors, carpets and ceilings, (iii) all windows, doors, entrances, plate 
glass, showcases and skylights (including cleaning both interior and exterior 
surfaces), (iv) all electrical facilities and all HVAC equipment and other 
mechanical systems (including all lighting fixtures, lamps, bulbs, tubes, 
fans, vents, exhaust equipment and systems), (v) any automatic fire 
extinguisher equipment in the Premises, and (vi) the roof membrane (including 
any necessary resurfacing or patching to preserve the membrane or to repair 
leaks except that Tenant shall not be required to make any repair to the 
extent such repair is required because of Landlord's repair or maintenance of 
the structural roof system).  Tenant shall replace any damaged or broken 
glass in the Premises (including all interior and exterior doors and windows) 
with glass of the same kind, size and quality.  Tenant shall repair any 
damage to the Premises (including exterior doors and windows) caused by 
vandalism or any unauthorized entry.  Tenant shall maintain continuously 
throughout the Lease Term a service contract for the maintenance of all HVAC 
equipment serving the Premises with a licensed HVAC repair and maintenance 
contractor, which contract provides for the periodic inspection and servicing 
of the HVAC equipment at least once every sixty (60) days during the Lease 
Term.  Tenant shall also maintain continuously throughout the Lease Term a 
service contract for the washing of all windows (both interior and exterior 
surfaces) in the Premises with a contractor, which contract provides for the 
periodic washing of all such windows on such basis as shall keep the exterior 
appearance of the Premises in first class condition, but no less frequently 
than once every calendar year.  If and when Landlord so requests in writing, 
Tenant shall furnish Landlord with copies of all such service contracts.  All 
repairs and replacements required of Tenant shall be promptly made with 
materials of good quality.  If the work affects the structural parts of the 
Premises or if the estimated cost of any item of repair or replacement is in 
excess of Fifteen Thousand Dollars ($15,000), then Tenant shall first obtain 
Landlord's written approval of the scope of work, plans therefor, and 
materials to be used, except in the case of emergency in which event Tenant 
shall within a reasonable period of time after performing the work, notify 
Landlord of the scope of the work performed and the materials used, and shall 
furnish Landlord with the plans therefor.

     6.2.   LANDLORD'S OBLIGATION TO MAINTAIN:  Landlord, at its cost
without right of reimbursement from Tenant, shall be responsible for the
maintenance, repair, and replacement of the structural parts of the Premises
(I.E., foundation, first and second story floor slab and second story floor
deck, load-bearing walls, and structural roof system, but excluding roof
membrane) except to the extent that (i) the same is necessitated by the wrongful
or negligent act or omission

                                     -12-


of Tenant, its subTenants, or their respective agents, employees, 
contractors, or invitees, or (ii) reimbursement is permitted pursuant to 
paragraph 5.4 hereof.  Landlord at its cost without right of reimbursement 
from Tenant, shall repair damage to interior improvements and Leasehold 
Improvements that have been approved by Landlord pursuant to the terms 
hereof, or damage to the roof membrane of the Premises if caused by the 
maintenance work required to be performed by Landlord pursuant to the 
provisions of this paragraph.  Landlord shall repair, maintain, operate and 
replace when necessary the Common Area, with such right of reimbursement from 
Tenant as is specified in paragraphs 5.4 and 6.3.  The parties acknowledge 
that the air-conditioning units located on the roof of the Premises were 
installed when the Building was constructed and subsequently have not 
operated.  Landlord agrees to make any repairs necessary to put such units in 
good operating condition, if within the six month period following the 
Commencement Date, Tenant notifies Landlord in writing of the need for such 
repairs.  Landlord shall not be responsible for repairs required by an 
accident, fire or other peril except as otherwise required by Article 11, or 
for damage caused to any part of the Property by any act, negligence or 
omission of Tenant or its agents, contractors, employees or invitees.  
Landlord may engage contractors of its choice to perform the obligations 
required of it by this Article, and the necessity of any expenditure to 
perform such obligations shall be at the sole discretion of Landlord.

     6.3.   TENANT'S OBLIGATION TO REIMBURSE:  As additional rent, commencing 
on the Rent Start Date and continuing throughout the remainder of the Lease 
Term, Tenant shall pay Tenant's Allocated Share of all Common Operating 
Expenses fairly allocable to the Premises including (i) all Common Operating 
Expenses paid with respect to the maintenance, repair, replacement and use of 
the Premises and (ii) a proportionate share (based on the Premises Gross 
Leasable Area as a percentage of the Property Gross Leasable Area) of all 
Common Area Expenses which relate to the Property in general and are not 
fairly allocable to any one building on the Property.  Landlord agrees that 
it shall not recover from all Tenants of the Property more than one hundred 
percent (100%) of the actual Common Operating Expenses incurred by Landlord 
for the period in question.  As provided in paragraph 3.3, Tenant's 
obligation to pay Tenant's Allocated Share of Common Operating Expenses 
fairly allocable to the Premises shall be prorated as of the Rent Start Date 
and at the expiration or earlier termination of the Lease Term, and if Tenant 
has paid any amount on account of Common Operating Expenses relating to a 
period that is not within the Lease Term (E.G., prepayment of insurance 
premiums for one year), such amount shall be reimbursed to Tenant in 
connection with such proration.  Payment shall be made by whichever of the 
following methods is from time to time designated by Landlord, and Landlord 
may change the method of payment at any time so long as (i) Landlord gives 
Tenant at least sixty (60) days prior written notice, and (ii) the method is 
not changed more than once in any calendar year.  Tenant shall pay such share 
of the actual Common Operating Expenses incurred or paid by Landlord but not 
theretofore billed to Tenant within thirty (30) days after receipt of a 
written bill therefor from Landlord, on such periodic basis as Landlord shall 
designate, but in no event more frequently than once a month. Alternatively, 
(i) Landlord shall deliver to Tenant Landlord's reasonable estimate of the 
Common Operating Expenses it anticipates will be paid or incurred for the 
calendar year in question, (ii) during such calendar year, Tenant shall pay 
such share of the estimated Common Operating Expenses in advance in monthly 
installments as required by Landlord due with the installments of Base 
Monthly Rent, and (iii) within ninety (90) days after the end of each 
calendar year, Landlord shall furnish to Tenant a statement in reasonable 
detail of the actual Common Operating Expenses paid or incurred by Landlord 
during the just ending calendar year and thereupon there shall be an 
adjustment between Landlord and Tenant, with payment to Landlord or credit by 
Landlord against the next installment of Base Monthly Rent, as the case may 
require, within thirty (30) days after delivery by Landlord to Tenant of said 
statement, so that Landlord shall receive the entire amount of Tenant's share 
of all Common Operating Expenses for such calendar year and no more.  Tenant 
and its agents (including accountants) shall have the right at its expense, 
exercisable upon reasonable prior written notice to Landlord, to inspect at 
Landlord's office during normal business hours Landlord's books and records 
as they relate to Common Operating Expenses.  Such inspection must be made 
within one hundred eighty (180) days of Tenant's receipt of Landlord's annual 
statement for the same, and shall be limited to verification of the charges 
contained in such statement.  Tenant may not withhold payment of such bill 
pending completion of such inspection.

                                     -13-


     6.4.   COMMON OPERATING EXPENSES DEFINED:  The term "Common Operating 
Expenses" shall mean the sum of the following:

            A.   All costs and expenses paid or incurred by Landlord in doing 
the following (including payments to independent contractors providing 
services related to the performance of the following):  (i) maintaining, 
cleaning, and repairing the exterior surfaces (including painting of exterior 
surfaces of buildings not more than once every 5 years) of all buildings 
located on the Property; (ii) maintenance of the liability, fire and property 
damage insurance covering the Property carried by Landlord pursuant to 
paragraph 9.2 (including the payment of commercially reasonable "deductibles" 
and the prepayment of premiums for coverage of up to one year); (iii) 
maintaining, repairing, operating and replacing when necessary HVAC 
equipment, utility facilities and other building service equipment; (iv) 
providing utilities to the Common Area (including lighting, trash removal and 
water for landscaping irrigation); (v) complying with all applicable Laws and 
Private Restrictions; (vi) operating, maintaining, repairing, cleaning, 
painting, restripping and resurfacing the Common Area; (vii) replacement or 
installation of lighting fixtures, directional or other signs and signals, 
irrigation systems, trees, shrubs, ground cover and other plant materials, 
and all landscaping in the Common Area; and (viii) depreciation and financing 
costs on maintenance and operating machinery and equipment (if owned) and 
rental paid for such machinery and equipment (if rented);

            B.   All additional costs and expenses incurred by Landlord with 
respect to the operation, protection, maintenance, repair and replacement of 
the Property which pursuant to generally accepted accounting principles would 
be considered a current expense and not a capital expenditure;

            C.   That portion of all compensation (including benefits and 
premiums for workers' compensation and other insurance) paid to or on behalf 
of employees of Landlord but only to the extent they are involved in the 
performance of the work described by subparagraphs A and B above and that is 
fairly allocable to the Property;

            D.   An additional amount equal to a commercially reasonable and 
competitive management fee that would be charged by an independent third 
party property manager for the management of the Property (except that 
Tenant's Allocated Share of such management fee for any period shall not 
exceed two percent (2%) of the Base Monthly Rent and Additional Rent payable 
by Tenant for the same period); and

            E.   Notwithstanding anything contained herein, the term "Common 
Operating Expenses" shall not include any of the following:  (i) mortgage 
principle payments; (ii) ground rent and other payments made pursuant to any 
ground lease affecting the Property; (iii) the cost of refinancing any loan 
secured by the Property; (iv) interest and penalties imposed against Landlord 
for late payments by Landlord; (v) legal fees incurred by Landlord in 
connection with the negotiation or enforcement of, or litigation in 
connection with, any lease affecting the Property; (vi) the cost of any 
paintings, sculptures, or other art objects installed on the Property; (vii) 
any costs reimbursed to Landlord by insurance or other third party payments 
that are not reimbursements by Tenants for their share of Common Operating 
Expenses; (viii) brokerage commissions or other costs related to the leasing 
of space within the Property; (ix) the cost of any Tenant improvements 
installed for the exclusive use of any other Tenant of the Property.

     6.5.   CONTROL OF COMMON AREA:  Landlord shall at all times have 
exclusive control of the Common Area.  Landlord shall have the right, without 
the same constituting an actual or constructive eviction and without 
entitling Tenant to any abatement of rent, to:  (i) close any part of the 
Common Area to the minimum extent reasonably necessary in the reasonable 
opinion of Landlord's counsel to prevent a dedication thereof or the accrual 
of any prescriptive rights therein; (ii) temporarily close the Common Area to 
perform maintenance or for any other reason deemed sufficient by Landlord; 
(iii) designate other property outside the boundaries of the Property to 
become part of the Property; (iv) construct multi-deck parking structures in 
any part of the Common Area; (v) change the shape, size, location, number and 
extent of improvements on the Common Area; (vi) select a third party to 
maintain and operate any of the Common Area at any time Landlord determines 
that the best interests of the Property will be served by having the Common 
Area maintained and operated by that third party so long as the fees and 
charges of such third party are reasonable and competitive with the fees of 
others in the marketplace

                                     -14-


providing the same services; (vii) make changes to the Common Area including, 
without limitation, changes in the location of driveways, parking spaces, 
parking areas, sidewalks or the direction of the flow of traffic and the site 
of the Common Area; and/or (viii) voluntarily change the address of the 
Property.  Landlord agrees not to change the name of Airport Technology Park 
without the prior consent of Tenant. The use of the Common Area shall be 
subject to such reasonable regulation and changes therein as Landlord shall 
make from time to time.  Landlord shall not exercise its rights to control 
the Common Area in a manner that would materially interfere with Tenant's use 
of the Premises without first obtaining Tenant's approval.  Tenant shall keep 
the Common Area free and clear of all obstructions created or permitted by 
Tenant.  If in the opinion of Landlord unauthorized persons are using any of 
the Common Area by reason of the presence of Tenant in the Premises, Tenant, 
upon demand of Landlord, shall restrain such unauthorized use by appropriate 
proceedings.  Nothing herein shall affect the right of Landlord at any time 
to remove such unauthorized person from the Common Area nor to prohibit the 
use of the Common Area by unauthorized persons.  In exercising any such 
rights described in this paragraph 6.5 regarding the Common Area, Landlord 
shall make a reasonable effort to minimize any disruption to Tenant's 
business.

     6.6.   TENANT'S NEGLIGENCE:  Anything in this Lease to the contrary 
notwithstanding, Tenant shall pay for all damage to the Premises or the 
Property caused by the negligent act or omission of Tenant, its employees, 
contractors, or invitees, or by the failure of Tenant to discharge promptly 
its obligations under this Lease or to comply with the terms of this Lease, 
but only to the extent such damage is not covered by insurance proceeds 
actually recovered by Landlord.  Tenant shall make payment within thirty (30) 
days after demand therefor by Landlord.

                              ARTICLE 7.

                     WASTE DISPOSAL AND UTILITIES

     7.1.   WASTE DISPOSAL:  Tenant shall store its waste either inside the 
Premises or within outside trash enclosures that are (i) fully fenced and 
screened in compliance with all Private Restrictions, (ii) designed for such 
purpose to be used either exclusively by Tenant or in common with other 
occupants of the Property, as designated by Landlord, and (iii) first 
approved by Landlord.  All entrances to such outside trash enclosures shall 
be kept closed, and waste shall be stored in such manner as not to be visible 
from the exterior of such outside enclosures.  Tenant shall cause all of its 
waste to be regularly removed from the Property at Tenant's sole cost.  
Tenant shall keep all fire corridors and mechanical equipment rooms in the 
Premises free and clear of all obstructions at all times.

     7.2.   HAZARDOUS MATERIALS:  Landlord and Tenant agree as follows with 
respect to the existence or use of Hazardous Materials on the Property:

            A.   Landlord hereby makes the following representations to 
Tenant, each of which is made to the best of Landlord's knowledge as of the 
Commencement Date:

                  (1)  The soil and ground water on or under the Property 
does not contain Hazardous Materials in amounts which violate any Hazardous 
Materials Laws to the extent that any governmental entity could require 
either Landlord or Tenant to take any remedial action or impose any penalties 
with respect to such Hazardous Materials.

                  (2)  During Landlord's period of ownership, no litigation 
or any administrative proceeding has been brought or threatened, nor any 
settlements reached with any governmental or private party, concerning the 
actual or alleged presence of Hazardous Materials on or about the Property or 
any disposal, release or threatened release of Hazardous Materials in or 
about the Property.

                  (3)  During the time that Landlord has owned the Property, 
Landlord has received no notice of (i) any violation, or alleged violation, 
of any Hazardous Material Law that has not been corrected to the satisfaction 
of the appropriate authority, (ii) any pending claims relating to the 
presence of Hazardous Material on the Property, or (iii) any pending 
investigation

                                     -15-


by any governmental agency concerning the Property relating to Hazardous 
Materials.

                  (4)  The Property does not contain any (i) equipment 
containing PCBs, or (ii) underground storage tanks.

            B.   Any handling, transportation, storage, treatment, disposal 
or use of Hazardous Materials by Tenant and Tenant's agents, employees, 
contractors, invitees or subTenants after the Commencement Date in or about 
the Property shall strictly comply with all applicable Hazardous Materials 
Laws.  Tenant shall indemnify, defend upon demand with counsel reasonably 
acceptable to Landlord, and hold harmless Landlord from and against any and 
all liabilities, losses, claims, damages, interest, penalties, fines, 
monetary sanctions, attorneys' fees, experts' fees, court costs, remediation 
costs, investigation costs, and other expenses which result from or arise in 
any manner whatsoever out of the use, storage, treatment, transportation, 
release, or disposal of Hazardous Materials on or about the Property by 
Tenant or Tenant's agents, employees, contractors, invitees or subTenants 
after the Commencement Date.

            C.   If the presence of Hazardous Materials on the Property 
caused or permitted by Tenant or Tenant's agents, employees, contractors, 
invitees or subTenants after the Commencement Date results in contamination 
or deterioration of water or soil resulting in a level of contamination 
greater than the levels established as acceptable by any governmental agency 
having jurisdiction over such contamination, then Tenant shall promptly take 
any and all action necessary to clean up such contamination if required by 
Law or as a condition to the issuance or continuing effectiveness of any 
governmental approval which relates to the use of the Property or any part 
thereof.  Tenant shall further be solely responsible for, and shall defend, 
indemnify and hold Landlord and its agents harmless from and against, all 
claims, costs and liabilities, including attorneys' fees and costs, arising 
out of or in connection with any removal, clean-up and restoration work and 
materials required hereunder to return the Property to its condition existing 
prior to the appearance of such Hazardous Materials.

            D.   Landlord and Tenant shall each give written notice to the 
other as soon as reasonably practicable of (i) any communication received 
from any governmental authority concerning Hazardous Materials which relates 
to the Property, and (ii) any contamination of the Property by Hazardous 
Materials which constitutes a violation of any Hazardous Materials Law.  
Landlord and Tenant agree to keep such information confidential, except for 
(i) disclosures that are approved by the other party, (ii) disclosures 
required by Law or (iii) disclosures to any environmental consultant, lender, 
purchaser, prospective purchaser, attorneys for either Landlord or Tenant, or 
brokers for either Landlord or Tenant, so long as an agreement of 
confidentiality is obtained from a party to whom the disclosure is to be 
made, and (iv) disclosures in connection with any litigation or 
administrative proceeding in which either Landlord or Tenant is involved.  
Tenant and Tenant's agents, employees, contractors, invitees or subTenants 
shall not bring Hazardous Materials onto the Property without first obtaining 
the written consent of Landlord; provided, however, Tenant may, without being 
required to obtain the prior written consent of Landlord, use at the Premises 
in small quantities office supplies, cleaning materials and other maintenance 
materials that are customarily used in business offices, even though such 
supplies and materials may fall within the definition of Hazardous Materials. 
 At any time during the Lease Term, Tenant shall, within five days after 
written request therefor received from Landlord, disclose in writing all 
Hazardous Materials that are being used by Tenant on the Property, the nature 
of such use, and the manner of storage and disposal.

            E.   Landlord may cause testing wells to be installed on the 
Property, and may cause the ground water to be tested to detect the presence 
of Hazardous Material by the use of such tests as are then customarily used 
for such purposes.  Any such installation of wells or tests shall be done in 
a manner which minimizes the interference with Tenant's use of the Premises.  
If Tenant so requests, Landlord shall supply Tenant with copies of such test 
results.  The cost of such tests and of the installation, maintenance, repair 
and replacement of such wells shall be paid by Tenant if such tests disclose 
the existence of facts which give rise to liability of Tenant pursuant to its 
indemnity given in subparagraph 7.2B or 7.2C, and Tenant's liability is 
established in a judicial or administrative proceeding, or in an action for 
declaratory relief brought by Landlord.

                                     -16-


          F.   Landlord, at its sole cost, shall comply with all Hazardous 
Materials Laws affecting the Property (without right of reimbursement from 
Tenant) to the extent that (i) Landlord is legally obligated to do so by such 
Laws, and (ii) such compliance (or the cost of such compliance) is not made 
the responsibility of Tenant pursuant to subparagraph 7.2B or subparagraph 
7.2C.  Landlord shall indemnify, defend upon demand with competent counsel, 
and hold harmless Tenant from and against any and all liability for response 
costs imposed upon Tenant by any governmental agency pursuant to the Federal 
Law known as "CERCLA" (more particularly identified in subparagraph 7.2G) and 
the comparable California statute (commonly known as the 
Carpenter-Presley-Tanner Hazardous Substances Account Act, California Health 
and Safety Code Section 25300 et. seq.) that results from the presence of 
Hazardous Materials on the Property not caused or contributed to by the use, 
storage, treatment, release or disposal of Hazardous Materials on or about 
the Property by Tenant, its subTenants, or their respective agents, 
employees, contractors, or invitees.  Notwithstanding the foregoing, the 
indemnity given by Landlord in the immediately preceding sentence shall not 
apply with respect to liability caused by any contamination of the Property 
by a Hazardous Material that is or has been used, stored, treated, released 
or disposed of on the Property by Tenant, its subTenants, or their respective 
agents, employees, contractors, or invitees unless Tenant can prove such 
contamination was not caused or contributed to by any of such parties.

          G.   As used herein, the term "Hazardous Material," means any 
hazardous or toxic substance, material or waste which is or becomes regulated 
by any local governmental authority, the State of California or the United 
States Government. The term "Hazardous Material," includes, without 
limitation, asbestos, PCBs, petroleum and petroleum products, and any 
material or substance which is (i) listed under Article 9 or defined as 
hazardous or extremely hazardous pursuant to Article 11 of Title 22 of the 
California Administrative Code, Division 4, Chapter 20, (ii) defined as a 
"hazardous waste" pursuant to Section 1004 of the Federal Resource 
Conservation and Recovery Act, 42 U.S.C. Section 6901 et seq. (42 U.S.C. 
Section 6903), or (iii) defined as a "hazardous substance" pursuant to 
Section 101 of the Comprehensive Environmental Response, Compensation and 
Liability Act ("CERCLA"), 42 U.S.C. Section 9601 et seq.  (42 U.S.C. Section 
9601).  As used herein, the term "Hazardous Material Law" shall mean any 
statute, law, ordinance, or regulation of any governmental body or agency 
(including the U.S. Environmental Protection Agency, the California Regional 
Water Quality Control Board, and the California Department of Health 
Services) which regulates the use, storage, release or disposal of any 
Hazardous Material.

          H.   The obligations of Landlord and Tenant under this paragraph 
7.2 shall survive the expiration or earlier termination of the Lease Term.  
The rights and obligations of Landlord and Tenant with respect to issues 
relating to Hazardous Materials are exclusively established by this paragraph 
7.2.  In the event of any inconsistency between any other part of this Lease 
and this paragraph 7.2, the terms of this paragraph 7.2 shall control.

     7.3  UTILITIES:  Tenant shall promptly pay, as the same become due,
all charges for water, gas, electricity, telephone, sewer service, waste pick-up
and any other utilities, materials or services furnished directly to or used by
Tenant on or about the Premises during the Lease Term, including, without
limitation, (i) meter, use and/or connection fees, hook-up fees, standby fees,
and (ii) penalties for discontinued or interrupted service.

     7.4  COMPLIANCE WITH GOVERNMENTAL REGULATIONS:  Landlord and Tenant 
shall comply with all rules, regulations and requirements promulgated by 
national, state or local governmental agencies or utility suppliers 
concerning the use of utility services, including any rationing, limitation 
or other control.  Landlord may voluntarily cooperate in a reasonable manner 
with the efforts of all governmental agencies or utility suppliers in 
reducing energy or other resource consumption.  Tenant shall not be entitled 
to terminate this Lease nor to any abatement in rent by reason of such 
compliance or cooperation. Tenant agrees at all times to cooperate fully with 
Landlord and to abide by all rules, regulations and requirements which 
Landlord may prescribe in order to maximize the efficient operation of the 
HVAC system and all other utility systems.


                                      -17-




                                    ARTICLE 8.
                                    ----------

                               REAL PROPERTY TAXES


     8.1.  REAL PROPERTY TAXES DEFINED:  The term "Real Property Taxes" as 
used herein shall mean (i) all taxes, assessments, levies, and other charges 
of any kind or nature whatsoever, general and special, foreseen and 
unforeseen (including all installments of principal and interest required to 
pay any existing or future general or special assessments for public 
improvements, services or benefits, and any increases resulting from 
reassessments or resulting from a change in ownership or any other cause), 
now or hereafter imposed by any governmental or quasi-governmental authority 
or special district having the direct or indirect power to tax or levy 
assessments, which are levied or assessed against, or with respect to the 
value, occupancy or use of, all or any portion of the Property (as now 
constructed or as may at any time hereafter be constructed, altered, or 
otherwise changed) or Landlord's interest therein, the fixtures, equipment 
and other property of Landlord, real or personal, that are an integral part 
of and located on the Property, the gross receipts, income, or rentals from 
the Property, or the use of parking areas, public utilities, or energy within 
the Property, (ii) all charges, levies or fees imposed by reason of 
environmental regulation or other governmental control of the Property 
(excluding costs and expenses for which Landlord is responsible pursuant to 
subparagraph 7.2F), and (iii) all costs and fees (including attorneys' fees) 
incurred by Landlord in contesting any Real Property Tax and in negotiating 
with public authorities as to any Real Property Tax.  If at any time during 
the Lease Term the method of taxation or assessment of the Property 
prevailing as of the Commencement Date shall be altered so that in lieu of or 
in addition to any Real Property Tax described above there shall be levied, 
assessed or imposed (whether by reason of a change in the method of taxation 
or assessment, creation of a new tax or charge, or any other cause) an 
alternate or additional tax or charge (i) on the value, use or occupancy of 
the Property, (ii) on or measured by the gross receipts, income, or rentals 
from the Property, (iii) on Landlord's business of leasing the Property, or 
(iv) computed in any manner with respect to the operation of the Property, 
then any such tax or charge, however designated, shall be included within the 
meaning of the term "Real Property Taxes" for purposes of this Lease.  If any 
Real Property Tax is based upon property or rents unrelated to the Property, 
then only that part of such Real Property Tax that is fairly allocable to the 
Property shall be included within the meaning of the term "Real Property 
Taxes".  Notwithstanding the foregoing, the term "Real Property Taxes" shall 
not include estate, inheritance, transfer, gift or franchise taxes of 
Landlord or the federal or state net income tax imposed on Landlord's income 
from all sources.

     8.2. TENANT'S OBLIGATION TO REIMBURSE:  As Additional Rent, Tenant shall 
pay to Landlord Tenant's Allocated Share of all Real Property Taxes which 
become due after the Rent Start Date and during the Lease Term which are 
fairly allocable to the Premises, which include (i) all Real Property Taxes 
assessed with respect to the value, use or occupancy of the Premises and the 
land beneath it, and (ii) a proportionate share (based on the Premises Gross 
Leasable Area as a percentage of the Property Gross Leasable Area) of all 
Real Property Taxes assessed with respect to the Common Area or with respect 
to the Property in general which are not fairly allocable to any one building 
on the Property. Tenant shall pay its share of Real Property Taxes (i) within 
thirty (30) days after being billed for the same by Landlord, or (ii) no 
later than ten (10) days before such Real Property Tax becomes delinquent, 
whichever last occurs.  If requested by Tenant in writing within one year 
from receipt of a bill for Tenant's Allocated Share of Real Property Taxes, 
Landlord shall furnish Tenant with such evidence as is reasonably available 
to Landlord with respect to the amount of any Real Property Tax which is part 
of such bill.  Tenant may not withhold payment of such bill pending receipt 
and/or review of such evidence. Upon Landlord's election or if any Lender 
requires Landlord to impound Real Property Taxes on a periodic basis during 
the Lease Term, then Tenant, on notice from Landlord indicating this 
requirement, shall pay a sum of money toward its liability under this Article 
to Landlord on the same periodic basis in accordance with the Lender's 
requirements (if any).  Landlord shall impound the Real Property Tax payments 
received from Tenant in accordance with the requirements of the Lender (if 
any).  If any assessments are levied against the Property, Landlord may elect 
either to pay the assessment in full or to allow the assessment to go to 
bond.  If Landlord pays the assessment in full, Tenant shall pay to Landlord 
each time payment of Real Property Taxes is made a sum equal to that which 
would have been payable (as both principal 


                                      -18-




and interest) had Landlord allowed the assessment to go to bond.  
Notwithstanding anything to the contrary contained in paragraphs 8.1 and 8.2, 
if there is an increase in Real Property Taxes resulting from a "change in 
ownership" (as that term is defined in California Revenue and Taxation Code 
Section 60, et. seq.) which occurs prior to the fourth (4th) anniversary of 
the Commencement Date, then Tenant shall not be obligated to pay any such 
increase that results from such "change of ownership".

      8.3.  TAXES ON TENANT'S PROPERTY:  Tenant shall pay before delinquency 
any and all taxes, assessments, license fees and public charges levied, 
assessed or imposed against Tenant or Tenant's estate in this Lease or the 
property of Tenant situated within the Premises which become due during the 
Lease Term.  Tenant shall furnish Landlord with satisfactory evidence of 
these payments within thirty (30) days after receipt of written request 
therefor from Landlord.



                                     ARTICLE 9
                                     ---------

                                     INSURANCE


     9.1. TENANT'S INSURANCE:  Tenant shall maintain insurance complying
with all of the following:

          A.   Tenant shall procure, pay for and keep in full force and 
effect the following:

               (1)  Commercial general liability insurance, including 
property damage, against liability for personal injury, bodily injury, death 
and damage to property occurring in or about, or resulting from an occurrence 
in or about, the Premises with combined single limit coverage of not less 
than the amount of Tenant's Minimum Liability Insurance Coverage set forth in 
paragraph 1.8, which insurance shall contain a "contractual liability" 
endorsement insuring Tenant's performance of Tenant's obligation to indemnify 
Landlord contained in paragraph 10.3;

               (2)  Plate-glass insurance, at actual replacement cost; and

               (3)  Fire and property damage insurance against loss caused by 
fire, extended coverage perils including steam boiler insurance, sprinkler 
leakage, if applicable, vandalism, malicious mischief and such other 
additional perils as now are or hereafter may be included in a standard 
extended coverage endorsement from time to time in general use in the county 
in which the Property is located, insuring Tenant's personal property, 
inventory, Trade Fixtures and Leasehold Improvements within the Premises for 
the full actual replacement cost thereof.

          B.   Where applicable and required by Landlord, each policy of 
insurance required to be carried by Tenant pursuant to this paragraph 
(i) shall name Landlord and such other parties in interest as Landlord 
designates as additional insureds; (ii) shall be primary insurance which 
provides that the insurer shall be liable for the full amount of the loss up 
to and including the total amount of liability set forth in the declarations 
without the right of contribution from any other insurance coverage of 
Landlord; (iii) shall be in a form satisfactory to Landlord; (iv) shall be 
carried with companies reasonably acceptable to Landlord; (v) shall provide 
that such policy shall not be subject to cancellation, lapse or change except 
after at least thirty (30) days prior written notice to Landlord; (vi) shall 
not have a "deductible" in excess of $500,000 or such greater amount as is 
approved by Landlord; (vii) shall (to the extent available) contain a waiver 
by the insurer of any right to subrogation against Landlord, its agents, 
employees and contractors which might arise by reason of any payment under 
such policy or by reason of any act or omission of Landlord, its agents, 
employees or contractors; and (viii) shall contain a "severability" clause.  
If Tenant has in force and effect a blanket policy of liability insurance 
with the same coverage for the Premises as described above, as well as other 
coverage of other premises and properties of Tenant, or in which Tenant has 
some interest, such blanket insurance shall satisfy the requirements hereof.


                                      -19-




          C.   A certificate of each paid-up policy evidencing the insurance 
required to be carried by Tenant pursuant to this paragraph (appropriately 
authenticated by the insurer), certifying that such policy has been issued, 
providing the coverage required by this paragraph, and containing the 
provisions specified herein, shall be delivered to Landlord prior to the time 
Tenant or any of its contractors enters the Premises and upon renewal of such 
policies, but not less than five (5) days prior to the expiration of the term 
of such coverage.  If Landlord's insurance advisor reasonably determines at 
any time that the amount of coverage required for any policy of insurance 
Tenant is to obtain pursuant to this paragraph is not adequate, then Tenant 
shall increase such coverage for such insurance to such amount as Landlord's 
insurance advisor reasonably deems adequate, not to exceed the level of 
coverage commonly carried by comparable businesses similarly situated for 
such insurance; provided, however, that Landlord may not require an 
adjustment pursuant to this sentence more frequently than once every two (2) 
years during the Lease Term.

     9.2. LANDLORD'S INSURANCE:  Landlord shall have the following 
obligations and options regarding insurance:

          A.   Landlord shall maintain a policy or policies of fire and 
property damage insurance in so-called "all risk" form insuring Landlord (and 
such others as Landlord may designate) against loss of rents for a period of 
not less than six (6) months and from physical damage to the Premises with 
coverage of not less than the full replacement cost of (i) the building of 
which the Premises are a part, including the structural elements thereof and 
all electrical, mechanical, plumbing, and other systems, and (ii) all 
Interior Improvements constructed pursuant to the Interior Improvement 
Agreement attached as Exhibit "C".  Landlord may so insure the Premises 
separately, or may insure the Premises with other buildings and improvements 
within the Property and/or other property owned by Landlord which Landlord 
elects to insure together under the same policy or policies.  Such fire and 
property damage insurance, at Landlord's election, (i) may be endorsed to 
cover loss caused by such additional perils against which Landlord may elect 
to insure, including earthquake and/or flood, (ii) shall contain commercially 
reasonable "deductibles" which, in the case of earthquake and flood 
insurance, may be up to ten percent (10%) of the replacement value of the 
property insured or such higher amount as is then commercially reasonable, 
(iii) may provide coverage for loss of rents for a period of up to twelve 
(12) months, and (iv) may contain additional endorsements or coverage 
reasonably required by Landlord or any Lender, including an "agreed amount" 
endorsement, demolition insurance (covering the cost of demolishing damaged 
improvements or improvements required by Law to be demolished), and 
difference in condition coverage.  Landlord shall not be required to cause 
such insurance to cover any Trade Fixtures, Leasehold Improvements or any 
inventory or other personal property of Tenant.

          B.   Landlord may maintain a policy or policies of commercial 
general liability insurance insuring Landlord (and such others as are 
designated by Landlord) against liability for personal injury, bodily injury, 
death and damage to property occurring or resulting from an occurrence in, on 
about the Property, with combined single limit coverage in such amount as 
Landlord may from time to time determine is reasonably necessary for its 
protection and with commercially reasonable deductibles.

     9.3.  TENANT'S OBLIGATION TO REIMBURSE:  The cost of the insurance 
carried by Landlord pursuant to paragraph 9.2 (and any commercially 
reasonable "deductible" amount paid by Landlord in connection with the 
restoration of any loss and excluded from the coverage of such insurance) 
shall be a Common Operating Expense and Tenant shall pay its share thereof as 
provided in paragraph 6.3.  However, if Landlord's insurance rates for the 
Premises are increased at any time during the Lease Term as a result of the 
nature of Tenant's use of the Premises, Tenant shall reimburse Landlord for 
the full amount of such increase immediately upon receipt of a bill from 
Landlord therefor.

     9.4.  RELEASE AND WAIVER OF SUBROGATION:  The parties hereto release 
each other, and their respective agents and employees, from any liability for 
injury to any person or damage to property that is caused by or results from 
any risk insured against under any valid and collectible insurance policy 
carried by either of the parties which contains a waiver of subrogation by 
the insurer and is in force at the time of such injury or damage, subject to 
the following limitations:  


                                      -20-



(i) the foregoing provisions shall not apply to the commercial general 
liability insurance described by subparagraph 9.1A and 9.1B; and (ii) such 
release shall apply to liability resulting from any risk insured against or 
covered by self-insurance maintained or provided by Tenant to satisfy the 
requirements of paragraph 9.1.  This release shall be in effect only so long 
as the applicable insurance policy contains a clause to the effect that this 
release shall not affect the right of the insured to recover under such 
policy. Each party shall use reasonable efforts to cause each insurance 
policy obtained by it to provide that the insurer waives all right of 
recovery by way of subrogation against the other party and its agents and 
employees in connection with any injury or damage covered by such policy.  
However, if any insurance policy cannot be obtained with such a waiver of 
subrogation, or if such waiver of subrogation is only available at additional 
cost and the party for whose benefit the waiver is to be obtained does not 
pay such additional cost, then the party obtaining such insurance shall 
notify the other party of that fact and thereupon shall be relieved of the 
obligation to obtain such waiver of subrogation rights from the insurer with 
respect to the particular insurance involved.


                                    ARTICLE 10.

                             LIMITATION ON LANDLORD'S
                              LIABILITY AND INDEMNITY


     10.1.  LIMITATION ON LANDLORD'S LIABILITY:  Landlord shall not be liable 
to Tenant, nor shall Tenant be entitled to terminate this Lease or to any 
abatement of rent, for any injury to Tenant, its agents, employees, 
contractors or invitees, damage to Tenant's property, or loss to Tenant's 
business resulting from any cause, including without limitation any (i) 
failure, interruption or installation of any HVAC or other utility system or 
service; (ii) failure to furnish or delay in furnishing any utilities or 
services when such failure or delay is caused by Acts of God or the elements, 
labor disturbances of any character, any other accidents or other conditions 
beyond the reasonable control of Landlord; (iii) limitation, curtailment, 
rationing or restriction on the use of water or electricity, gas or any other 
form of energy or any services or utility serving the Premises; (iv) 
vandalism or forcible entry by unauthorized persons; or (v) penetration of 
water into or onto any portion of the Premises or the Common Area through 
roof leaks or otherwise.  Notwithstanding the foregoing:

            A.   Subject to paragraph 9.4, Landlord shall be liable for any 
such injury, damage or loss which is proximately caused by Landlord's gross 
negligence or willful misconduct, of which Landlord has actual notice and a 
reasonable opportunity to cure but which it fails to so cure.

            B.   Tenant shall have the option to terminate this Lease upon 
the occurrence of the following:  (i) water, electricity, or other utility 
service essential to the conduct of Tenant's business in the Premises is 
interrupted or substantially impaired for a period of more than two hundred 
seventy (270) consecutive days during which time the Premises are rendered 
substantially unusable for the conduct of Tenant's business (a "Material 
Interruption"); and (ii) the Material Interruption is not caused by the act 
or omission of Tenant, its agents, employees or contractors.

    10.2.  LIMITATION ON TENANT'S RECOURSE:  So long as the Landlord is a 
corporation, trust, partnership, joint venture, unincorporated association or 
other form of business entity, (i) the obligations of Landlord shall not 
constitute personal obligations of the officers, directors, trustees, 
partners, joint venturers, members, owners, stockholders, or other principals 
or representatives of such business entity, and (ii) Tenant shall have 
recourse only to the assets of such business entity for the satisfaction of 
such obligations and not against the assets of such officers, directors, 
trustees, partners, joint venturers, members, owners, stockholders, 
principals or representatives, except to the extent of their interests in the 
entity that is Landlord.  If Landlord is a natural person or persons, Tenant 
shall have recourse only to the interest of such natural persons in the 
Property for the satisfaction of the obligations of Landlord and shall not 
have recourse to any other assets of such natural persons for the 
satisfaction of such obligations.


                                      -21-




     10.3.  INDEMNIFICATION OF LANDLORD:  Tenant shall hold harmless, 
indemnify and defend Landlord, and its employees, agents and contractors, 
with competent counsel, from all liability, penalties, losses, damages, 
costs, expenses, causes of action, claims and/or judgments arising by reason 
of any death, bodily injury, personal injury or property damage (i) resulting 
from any cause or causes whatsoever (other than the negligence or willful 
misconduct of Landlord of which Landlord has had notice and a reasonable time 
to cure, but which Landlord has failed to cure) occurring in or about or 
resulting from an occurrence in or about the Premises, or (ii) resulting from 
the negligence or willful misconduct of Tenant, its agents, employees and 
contractors, wherever the same may occur, or (iii) resulting from an Event of 
Tenant's Default.  The provisions of this paragraph shall survive the 
expiration or sooner termination of this Lease.


                                     ARTICLE 11.

                                DAMAGE TO PREMISES


     11.1.  LANDLORD'S DUTY TO RESTORE:  If the Premises are damaged by any 
peril after the Commencement Date of this Lease, Landlord shall restore the 
Premises unless the Lease is terminated by Landlord pursuant to paragraph 
11.2 or by Tenant pursuant to paragraph 11.3.  All insurance proceeds 
available from the fire and property damage insurance carried by Landlord 
pursuant to paragraph 9.2 shall be paid to and become the property of 
Landlord.  If this Lease is terminated pursuant to either paragraphs 11.2 or 
11.3, then all insurance proceeds available from insurance carried by Tenant 
which covers loss to property that is Landlord's property or would become 
Landlord's property on termination of this Lease shall be paid to and become 
the property of Landlord. If this Lease is not so terminated, then upon 
receipt of the insurance proceeds (if the loss is covered by insurance) and 
the issuance of all necessary governmental permits, Landlord shall commence 
and diligently prosecute to completion the restoration of the Premises, to 
the extent then allowed by Law, to substantially the same condition in which 
the Premises were immediately prior to such damage.  Landlord's obligation to 
restore shall be limited to the Premises and interior improvements 
constructed by Tenant but financed by Landlord pursuant to the Interior 
Improvement Agreement as such improvements existed upon completion thereof 
excluding any Leasehold Improvements, Trade Fixtures and/or personal property 
constructed or installed by Tenant in the Premises.  To the extent that 
insurance proceeds recovered by Landlord from the insurance carried pursuant 
to paragraph 9.2A exceed the amount needed by Landlord to discharge its 
restoration obligation pursuant to the immediately preceding sentence, 
Landlord shall make such excess insurance proceeds available to Tenant for 
the purpose of restoring interior improvements that were constructed by 
Tenant and financed by Tenant pursuant to the Interior Improvement Agreement, 
so that such improvements may be restored to substantially the same condition 
existing as of the date such improvements were initially completed.

     11.2.  LANDLORD'S RIGHT TO TERMINATE:  Landlord shall have the right to 
terminate this Lease in the event any of the following occurs, which right 
may be exercised only by delivery to Tenant of a written notice of election 
to terminate within thirty (30) days after the date of such damage:

            A.   Either the Property or the Premises is damaged by an Insured 
Peril to such an extent that the estimated cost to restore equals or exceeds 
eighty percent (80%) of the then actual replacement cost thereof and there 
remains less than three (3) years in the Lease Term; provided, however, that 
Landlord may not terminate this Lease pursuant to this subparagraph 11.2A if 
Tenant at the time of such damage has a then valid written option to extend 
the Lease Term and Tenant exercises such option to extend the Lease Term 
within fifteen (15) days after Tenant receives Landlord's notice of election 
to terminate and such action results in there being more than three (3) years 
remaining in the Lease Term (as it has been extended by the Exercise of such 
option);

            B.   Either the Property or the Premises is damaged by an 
Uninsured Peril to such an extent that the estimated cost to restore exceeds 
two percent (2%) of the actual replacement cost thereof; provided, however, 
that Landlord may not terminate this Lease 

                                      -22-




pursuant to this paragraph 11.2B if one or more Tenants of the Property agree 
in writing to pay the amount by which the cost to restore the damage exceeds 
such amount and subsequently deposit such amount with Landlord within thirty 
(30) days after Landlord has notified Tenant of its election to terminate 
this Lease;

            C.   The Premises are damaged by any peril within twelve (12) 
months of the last day of the Lease Term to such an extent that the estimated 
cost to restore equals or exceeds an amount equal to six (6) times the Base 
Monthly Rent then due; provided, however, that Landlord may not terminate 
this Lease pursuant to this subparagraph 11.2C if Tenant, at the time of such 
damage, has a then valid express written option to extend the Lease Term and 
Tenant exercises such option to extend the Lease Term within fifteen (15) 
days following the date of such damage; or

            D.   As used herein, the following terms shall have the following 
meanings: (i) the term "Insured Peril" shall mean a peril actually insured 
against for which the insurance proceeds paid or made available to Landlord 
are sufficient (except for any "deductible" amount specified by such 
insurance) to restore the Property under the then existing building codes to 
the condition existing immediately prior to the damage; and (ii) the term 
"Uninsured Peril" shall mean and include any peril not actually insured 
against, any peril actually insured against but for which the insurance 
proceeds paid or made available to Landlord are for any reason (except for 
any "deductible" amount specified by such insurance) insufficient to restore 
the Property under then existing building codes to the condition existing 
immediately prior to the damage, and any peril actually insured against but 
for which the insurance proceeds are not paid or made available to Landlord.

     11.3.  TENANT'S RIGHT TO TERMINATE:  If the Premises are damaged by any 
peril and Landlord does not elect to terminate this Lease or is not entitled 
to terminate this Lease pursuant to paragraph 11.2, then as soon as 
reasonably practicable, Landlord shall furnish Tenant with the written 
opinion of Landlord's architect or construction consultant as to when the 
restoration work required of Landlord may be completed.  Tenant shall have 
the right to terminate this Lease in the event any of the following occurs, 
which right may be exercised only by delivery to Landlord of a written notice 
of election to terminate within thirty (30) days after Tenant receives from 
Landlord the estimate of the time needed to complete such restoration:

            A.   The Premises are damaged by any peril and, in the reasonable 
opinion of Landlord's architect or construction consultant, the restoration 
of the Premises cannot be substantially completed within two hundred seventy 
(270) days after the date of such damage; or

            B.   The Premises are damaged by any peril within twelve (12) 
months of the last day of the Lease Term and in the reasonable opinion of 
Landlord's architect or construction consultant the restoration of the 
Premises cannot be substantially completed within ninety (90) days after the 
date of such damage; or

            C.   The Premises are not restored within eighteen (18) months 
following the date of such damage; provided, however, that if at the time 
restoration of the "shell" of the building in which the Premises are located 
is substantially completed (excluding Interior Improvements) Landlord 
reasonably estimates that Landlord will not be able to complete restoration 
of the Premises within such eighteen (18) month period, then at that time 
Landlord may offer in writing to Tenant the option to terminate this Lease, 
and if Tenant does not exercise such option to terminate the Lease so offered 
to Tenant by Landlord, then Tenant may not thereafter elect to terminate this 
Lease pursuant to this subparagraph 11.3C.

     11.4.  ABATEMENT OF RENT:  In the event of damage to the Premises which 
does not result in the termination of this Lease, the Base Monthly Rent and 
the Additional Rent shall be temporarily abated commencing on the date of 
damage and continuing through the Period of restoration in proportion to the 
degree to which Tenant's use of the Premises is impaired by such damage.  
Tenant shall not be entitled to any compensation or damages from Landlord for 
loss of Tenant's business or property or for any inconvenience or annoyance 
caused by such damage or restoration.  Tenant hereby waives the provisions of 
Section 1932, Subdivision 2, and Section 1933, Subdivision 4, of the 
California Civil Code, and the provisions of any similar law hereinafter 
enacted.


                                      -23-




                                    ARTICLE 12.

                                   CONDEMNATION


     12.1.  TENANT'S TERMINATION RIGHT:  Tenant shall have the right to 
terminate this Lease if, as a result of any taking by means of the exercise 
of the power of eminent domain (including any voluntary sale or transfer by 
Landlord to any condemnor under threat of condemnation), (i) ten percent 
(10%) or more of the Premises is so taken, or (ii) there is a taking 
affecting the Common Area and, as a result of such taking, Landlord cannot 
provide parking spaces within reasonable walking distance of the Premises 
equal in number to at least ninety percent (90%) of the number of spaces 
allocated to Tenant by paragraph 2.1, whether by rearrangement of the 
remaining parking areas in the Common Area (including construction of 
multi-deck parking structures or restripping for compact cars where permitted 
by Law) or by alternative parking facilities on other land.  Tenant must 
exercise such right within a reasonable period of time, to be effective on 
the date that possession of that portion of the Premises or Common Area that 
is condemned is taken by the condemnor.

     12.2   RESTORATION AND ABATEMENT OF RENT:  If any part of the Premises 
or the Common Area is taken by condemnation and this Lease is not terminated, 
then Landlord shall restore the remaining portion of the Premises and Common 
Area to substantially the same condition in which the Premises and Common 
Area were immediately prior to such taking, excluding any Leasehold 
Improvements, Trade Fixtures and/or personal property constructed or 
installed by Tenant; provided, however, that Landlord shall not be obligated 
to spend more for such restoration than the amount of any condemnation award 
recovered by or pursuant to paragraph 12.3.  Thereafter, except in the case 
of a temporary taking, (i) as of the date possession is taken the Base 
Monthly Rent (but not any Additional Rent) shall be reduced in the same 
proportion that the floor area of that part of the Premises so taken (less 
any addition thereto by reason of any reconstruction) bears to the original 
floor area of the Premises, and (ii) to the extent that Landlord is obligated 
to undertake any restoration work as a result of such condemnation, the Base 
Monthly Rent shall be further abated in proportion to the extent to which 
such restoration work interferes with Tenant's ability to use that part of 
the Premises which remains after the condemnation.

     12.3   TEMPORARY TAKING:  If any portion of the Premises is temporarily 
taken for six (6) months or less, this Lease shall remain in effect and 
Tenant shall be entitled to recover any condemnation award that is made for 
such taking and shall be responsible for restoring the Premises to the 
condition existing immediately prior to such temporary taking.  If any 
portion of the Premises is temporarily taken by condemnation for a period 
which exceeds six (6) months or which extends beyond the natural expiration 
of the Lease Term, and such taking materially and adversely affects Tenant's 
ability to use the Premises for the Permitted Use, then Tenant shall have the 
right to terminate this Lease, effective on the date possession is taken by 
the condemnor.

     12.4.  DIVISION OF CONDEMNATION AWARD:  Any award made as a result of 
any condemnation of the Premises or the Common Area shall belong to and be 
paid to Landlord, and Tenant hereby assigns to Landlord all of its right, 
title and interest in any such award; provided, however, that Tenant shall be 
entitled to recover out of any condemnation award made for a taking of all or 
part of the Premises an amount equal to the unamortized cost of all interior 
improvements paid for by Tenant constructed pursuant to the Interior 
Improvement Agreement and all Leasehold Improvements constructed by Tenant 
(amortized on a straight line basis over the initial Lease Term for Interior 
Improvements, and over the period from completion of construction until 
expiration of the Lease Term for Leasehold Improvements); and provided 
further that Tenant shall be entitled to receive any condemnation award that 
is made directly to Tenant for the following so long as the award made to 
Landlord is not thereby reduced:  (i) for the taking of personal property or 
Trade Fixtures belonging to Tenant, (ii) for the interruption of Tenant's 
business or its moving costs, (iii) for loss of Tenant's goodwill, or 
(iv) for any temporary taking where this Lease is not terminated as a result of 
such taking.  The rights of Landlord and Tenant regarding any condemnation 
shall be determined as provided in this Article, 


                                      -24-



and each party hereby waives the provisions of Section 1265.130 of the 
California Code of Civil Procedure and the provisions of any similar law 
hereinafter enacted allowing either party to petition the Superior Court to 
terminate this Lease in the event of a partial taking of the Premises.


                                   ARTICLE 13.

                               DEFAULT AND REMEDIES


     13.1.  EVENTS OF TENANT'S DEFAULT:  Tenant shall be in default of its 
obligations under this Lease if any of the following events occurs (an "Event 
of Tenant's Default"):

            A.   Tenant shall have failed to pay Base Monthly Rent or any 
Additional Rent when due and such failure is not cured within ten (10) days 
after delivery of written notice from Landlord specifying such failure to 
pay; or

            B.   Tenant shall have failed to perform any term, covenant, or 
condition of this Lease except those requiring the payment of Base Monthly 
Rent or Additional Rent, and Tenant shall have failed to cure such breach 
within thirty (30) days after written notice from Landlord specifying the 
nature of such breach, or if such breach could not reasonably be cured within 
said thirty (30) day period, Tenant shall have failed to commence such cure 
within said thirty (30) day period and thereafter continue with due diligence 
to prosecute such cure to completion within such time period as is reasonably 
needed; or 

            C.   Tenant shall have made a general assignment of its assets 
for the benefit of its creditors; or

            D.   Tenant shall have sublet the Premises or assigned its 
interest in the Lease in violation of the provisions contained in Article 14, 
whether voluntarily or by operation of law; Landlord shall have notified 
Tenant in writing that such Transfer constitutes a violation of the 
provisions contained in Article 14, and Tenant does not cause such Transfer 
to be rescinded or terminated and possession of the Premises affected by the 
Transfer recovered from the Transferee within ninety (90) days after receipt 
of such notice; or

            E.   Tenant shall have permitted the sequestration or attachment 
of, or execution on, or the appointment of a custodian or receiver with 
respect to, all or any substantial part of the property of Tenant or any 
property essential to the conduct of Tenant's business, and Tenant shall have 
failed to obtain a return or release of such property within ninety (90) days 
thereafter or prior to sale pursuant to such sequestration, attachment or 
levy, whichever is earlier; or

            F.   A court shall have made or entered any decree or order with 
respect to Tenant, or Tenant shall have submitted to or sought a decree or 
order (or a petition or pleading shall have been filed in connection 
therewith) which:  (i) grants or constitutes (or seeks) an order for relief, 
appointment of a trustee, or confirmation of a reorganization plan under the 
bankruptcy laws of the United States; (ii) approves as properly filed (or 
seeks such approval of) a petition seeking liquidation or reorganization 
under said bankruptcy laws or any other debtor's relief law or statute of the 
United States or any state thereof; or (iii) otherwise directs (or seeks) the 
winding up or liquidation of Tenant; and such petition, decree or order shall 
have continued in effect for a period of ninety (90) or more days; or

            G.   Tenant shall have failed to deliver documents as required of 
it pursuant to paragraph 15.4 or 15.7 within the time periods specified 
therein and Tenant shall have failed to cure such default within ten (10) 
days after Landlord has delivered to Tenant written notice that Tenant is in 
default of its obligations to deliver such documents pursuant to either 
paragraph 15.4 or 15.7; or

            H.   An Event of Tenant's Default has occurred under the Building 
C Lease (unless caused by subTenant or assignee of the original Tenant under 
this Lease and such original Tenant is using reasonable efforts to cause such 
default to be cured) and, at the time 


                                      -25-



Tenant is so in default, the Premises and the real property leased to Tenant 
pursuant to the Building C Lease are both owned of record by the same person 
or entity.

     13.2.  LANDLORD'S REMEDIES:  If an Event of Tenant's Default occurs, 
Landlord shall have the following remedies, in addition to all other rights 
and remedies provided by any Law or otherwise provided in this Lease, to 
which Landlord may resort cumulatively or in the alternative:

            A.   Landlord may, at Landlord's election, keep this Lease in 
effect and enforce by an action at law or in equity all of its rights and 
remedies under this Lease, including (i) the right to recover the rent and 
other sums as they become due by appropriate legal action, (ii) the right to 
make payments required of Tenant or perform Tenant's obligations and be 
reimbursed by Tenant for the cost thereof with interest at the Agreed 
Interest Rate from the date the sum is paid by Landlord until Landlord is 
reimbursed by Tenant, and (iii) the remedies of injunctive relief and 
specific performance to compel Tenant to perform its obligations under this 
Lease.

            B.   Landlord may, at Landlord's election, terminate this Lease 
by giving Tenant written notice of termination, in which event this Lease 
shall terminate on the date set forth for termination in such notice.  Any 
termination under this subparagraph shall not relieve Tenant from its 
obligation to pay sums then due Landlord or from any claim against Tenant for 
damages or rent previously accrued or then accruing.  In no event shall any 
one or more of the following actions by Landlord, in the absence of a written 
election by Landlord to terminate this Lease, constitute a termination of 
this Lease:

                 (1)  Appointment of a receiver or keeper in order to protect 
Landlord's interest hereunder;

                 (2)  Consent to any subletting of the Premises or assignment 
of this Lease by Tenant, whether pursuant to the provisions hereof or 
otherwise; or

                 (3)  Any other action by Landlord or Landlord's agents 
intended to mitigate the adverse effects of any breach of this Lease by 
Tenant, including without limitation any action taken to maintain and 
preserve the Premises or any action taken to relet the Premises or any 
portions thereof, for the account of Tenant and in the name of Tenant.

            C.   In the event Tenant breaches this Lease and abandons the 
Premises, this Lease shall not terminate unless Landlord gives Tenant written 
notice of its election to so terminate this Lease.  No act by or on behalf of 
Landlord intended to mitigate the adverse effect of such breach, including 
those described by subparagraphs 13.2B(1), (2) and (3) immediately preceding, 
shall constitute a termination of Tenant's right to possession unless 
Landlord gives Tenant written notice of termination.  Should Landlord not 
terminate this Lease by giving Tenant written notice, Landlord may enforce 
all its rights and remedies under this Lease, including the right to recover 
the rent as it becomes due under the Lease as provided in California Civil 
Code Section 1951.4 as in effect on the Commencement Date of this Lease.

            D.   In the event Landlord terminates this Lease, Landlord shall 
be entitled, at Landlord's election, to damages in an amount as set forth in 
California Civil Code Section 1951.2 as in effect on the Commencement Date of 
this Lease.  For purposes of computing damages pursuant to Section 1951.2, 
(i) an interest rate equal to the Agreed Interest Rate shall be used where 
permitted, and (ii) the term "rent" includes Base Monthly Rent and Additional 
Rent.  Such damages shall include without limitation:

                 (1)  The worth at the time of award of the amount by which 
the unpaid rent for the balance of the term after the time of award exceeds 
the amount of such rental loss that Tenant proves could be reasonably 
avoided, computed by discounting such amount at the discount rate of the 
Federal Reserve Bank of San Francisco at the time of award plus one percent 
(1%); and

                 (2)  Any other amount necessary to compensate Landlord for 
all detriment proximately caused by Tenant's failure to perform Tenant's 
obligations under this Lease, or which in the ordinary course of things would 
be likely to result therefrom, including, 

                                      -26-



without limitation, the following: (i) expenses for cleaning, repairing or 
restoring the Premises; (ii) expenses for altering, remodeling or otherwise 
improving the Premises for the purpose of reletting, including installation 
of leasehold improvements (whether such installation be funded by a reduction 
of rent, direct payment or allowance to a new Tenant, or otherwise); (iii) 
broker's fees, advertising costs and other expenses of reletting the 
Premises; (iv) costs of carrying the Premises, such as taxes, insurance 
premiums, utilities and security precautions; (v) expenses in retaking 
possession of the Premises; and (vi) attorneys' fees and court costs incurred 
by Landlord in retaking possession of the Premises and in releasing the 
Premises or otherwise incurred as a result of Tenant's default.

            E.   Nothing in this paragraph shall limit Landlord's right to 
indemnification from Tenant as provided in paragraph 7.2 and paragraph 10.3. 
Any notice given by Landlord in order to satisfy the requirements of 
subparagraphs 13.1A or B above shall also satisfy the notice requirements of 
California Code of Civil Procedure Section 1161 regarding unlawful detainer 
proceedings.

     13.3.  WAIVER BY TENANT OF CERTAIN REMEDIES:  Tenant waives the 
provisions of Sections 1932(1), 1941 and 1942 of the California Civil Code 
and/or any similar or successor law regarding Tenant's right to terminate 
this Lease or to make repairs and deduct the expenses of such repairs from 
the rent due under the Lease.

     13.4.  WAIVER:  One party's consent to or approval of any act by the 
other party requiring the first party's consent or approval shall not be 
deemed to waive or render unnecessary the first party's consent to or 
approval of any subsequent similar act by the other party.  The receipt by 
Landlord of any rent or payment with or without knowledge of the breach of 
any other provision hereof shall not be deemed a waiver of any such breach 
unless such waiver is in writing and signed by Landlord.  No delay or 
omission in the exercise of any right or remedy accruing to either party upon 
any breach by the other party under this Lease shall impair such right or 
remedy or be construed as a waiver of any such breach theretofore or 
thereafter occurring.  The waiver by either party of any breach of any 
provision of this Lease shall not be deemed to be a waiver of any subsequent 
breach of the same or of any other provisions herein contained.

     13.5.  LIMITATION ON EXERCISE OF RIGHTS:  At any time that an Event of 
Tenant's Default has occurred and remains uncured, (i) it shall not be 
unreasonable for Landlord to deny or withhold any consent or approval 
requested of it by Tenant which Landlord would otherwise be obligated to 
give, and (ii) Tenant may not exercise any option to extend, right to 
terminate this Lease, or other right granted to it by this Lease which would 
otherwise be available to it.


                                 ARTICLE 14.

                           ASSIGNMENT AND SUBLETTING


     14.1.  BY TENANT:  The following provisions shall apply to any 
assignment, subletting or other transfer by Tenant or any subTenant or 
assignee or other successor in interest of the original Tenant (collectively 
referred to in this paragraph as "Tenant"):

            A.  Tenant shall not do any of the following (collectively 
referred to herein as a "Transfer"), whether voluntarily, involuntarily or by 
operation of laws, without the prior written consent of Landlord, which 
consent shall not be unreasonably withheld or delayed:  (i) sublet all or any 
part of the Premises or allow it to be sublet, occupied or used by any person 
or entity other than Tenant; (ii) assign its interest in this Lease; (iii) 
transfer any right appurTenant to this Lease or the Premises; (iv) mortgage 
or encumber the Lease (or otherwise use the Lease as a security device) in 
any manner; or (v) terminate or materially amend or modify an assignment, 
sublease or other transfer that has been previously approved by Landlord.  
Any Transfer so approved by Landlord shall not be effective until Tenant has 
delivered to Landlord an executed counterpart of the document evidencing the 
Transfer which (i) is in form approved by Landlord, (ii) contains the same 
terms and conditions as stated in Tenant's notice given to Landlord pursuant 
to subparagraph 14.1B, and (iii) contains the agreement of the proposed 


                                      -27-



transferee to assume all obligations of Tenant related to the Transfer 
arising after the effective date of such Transfer and to remain jointly and 
severally liable therefor with Tenant.  Any attempted Transfer without 
Landlord's consent shall be voidable at Landlord's option.  Landlord's 
consent to any one Transfer shall not constitute a waiver of the provisions 
of this paragraph 14.1 as to any subsequent Transfer nor a consent to any 
subsequent Transfer.  No Transfer, even with the consent of Landlord, shall 
relieve Tenant of its personal and primary obligation to pay the rent and to 
perform all of the other obligations to be performed by Tenant hereunder.  
The acceptance of rent by Landlord from any person shall not be deemed to be 
a waiver by Landlord of any provision of this Lease nor to be a consent to 
any Transfer.

            B.   Tenant shall give Landlord at least fifteen (15) days prior 
written notice of any desired Transfer and of the proposed terms of such 
Transfer including but not limited to (i) the name and legal composition of 
the proposed transferee; (ii) a current financial statement of the 
transferee, financial statements of the transferee covering the preceding 
three years if the same exist, and (if available) an audited financial 
statement of the transferee for a period ending not more than one year prior 
to the proposed effective date of the Transfer, all of which statements are 
prepared in accordance with generally accepted accounting principles; 
(iii) the nature of the proposed transferee's business to be carried on in 
the Premises; (iv) all consideration to be given on account of the Transfer; 
(v) a current financial statement of Tenant; and (vi) such other information 
as may be reasonably requested by Landlord.  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 subparagraph 14.1B.  Tenant shall immediately notify Landlord of any 
modification to the proposed terms of such Transfer.

            C.   In the event that Tenant seeks to make any Transfer, then 
Landlord, by giving Tenant written notice of its election within fifteen (15) 
days after Tenant's notice of intent to Transfer has been deemed given to 
Landlord, shall have the right to elect (i) to withhold its consent to such 
Transfer, as permitted pursuant to subparagraph 14.1A, or (ii) to permit 
Tenant to so assign the Lease or sublease such part of the Premises, in which 
event Tenant may do so, but without being released of its liability for the 
performance of all of its obligations under the Lease, and the following 
shall apply:

                 (1)  Subject to subparagraph 14.1C(5), if Tenant assigns its 
interest in this Lease in accordance with this subparagraph 14.1C, then 
Tenant shall pay to Landlord fifty percent (50%) of all consideration 
received by Tenant over and above (i) the assignee's agreement to assume the 
obligations of Tenant under this Lease and (ii) all Permitted Transfer Costs 
related to such assignment.

                 (2)  Subject to subparagraph 14.1C(5), if Tenant sublets all 
or part of the Premises, then Tenant shall pay to Landlord fifty percent 
(50%) of the positive difference, if any, between (i) all rent and other 
consideration paid by the subTenant to Tenant, less (ii) all rent paid by 
Tenant to Landlord pursuant to this Lease which is allocable to the area so 
sublet and all Permitted Transfer Costs related to such sublease.  Such 
amount shall be paid to Landlord on the same basis, whether periodic or in 
lump sum, that such rent and other consideration is paid to Tenant by its 
subTenant, within seven (7) days after it is received by Tenant.

                 (3)  Tenant's obligations under this subparagraph shall 
survive any assignment or sublease.  At the time Tenant makes any payment to 
Landlord required by this subparagraph, Tenant shall deliver an itemized 
statement of the method by which the amount to which Landlord is entitled was 
calculated, certified by Tenant as true and correct.  Landlord shall have the 
right to inspect Tenant's books and records relating to the payments due 
pursuant to this subparagraph.  Upon request therefor, Tenant shall deliver 
to Landlord copies of all bills, invoices or other documents upon which its 
calculations are based. Landlord may condition its approval of any Transfer 
upon obtaining a certification from both Tenant and the proposed transferee 
of all amounts that are to be paid to Tenant in connection with such Transfer.

                 (4)  As used herein, the term "consideration" shall mean any 
consideration of any kind received, or to be received, by Tenant as a result 
of the Transfer, if such sums are related to Tenant's interest in this Lease 
or in the Premises, including payments (in excess of the fair market value 
thereof) for Tenant's assets, fixtures, leasehold improvements, 

                                      -28-



inventory, accounts, goodwill, equipment, furniture, general intangibles and 
any capital stock or other equity ownership interest in Tenant.  As used in 
this subparagraph, the term "Permitted Transfer Costs" shall mean (i) all 
reasonable leasing commissions paid to third parties not affiliated with 
Tenant in order to obtain the Transfer in question, (ii) all reasonable 
attorneys' fees incurred by Tenant with respect to the Transfer in question, 
(iii) the cost of Tenant improvements installed for the use of the subTenant 
or assignee to the extent required by such party as a condition to the 
Transfer, and (iv) any payments made by Tenant to the transferee to induce it 
to enter into the Transfer (e.g., payment of moving expenses).

                 (5)  Notwithstanding anything to the contrary contained in 
the foregoing, Landlord shall not participate in excess consideration 
received by Tenant from an assignee or subTenant as provided for in 
subparagraphs 14.1C(1) and 14.1C(2) unless such assignment or sublease occurs 
during an Option Term or, in the case of a sublease, extends into an Option 
Term (in which latter event Landlord shall be entitled to its share of the 
excess consideration paid during the Option Term).

            D.   If Tenant is a corporation, any dissolution, merger, 
consolidation or other reorganization of Tenant, or the sale or transfer in 
the aggregate over the Lease Term of a controlling percentage of the capital 
stock of Tenant, shall be deemed a voluntary assignment of Tenant's interest 
in this Lease; provided, however, that the foregoing shall not apply to 
corporations, the capital stock of which is publicly traded.  The phrase 
"controlling percentage" means the ownership of and the right to vote stock 
possessing more than fifty percent (50%) of the total combined voting power 
of all classes of Tenant's capital stock issued, outstanding and entitled to 
vote for the election of directors. 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 twenty-five percent (25%) or more (cumulatively) of any 
interest in the capital or profits of the partnership, or the dissolution of 
the partnership, shall be deemed a voluntary assignment of Tenant's interest 
in this Lease.

            E.   Notwithstanding anything contained in this paragraph 14.1, 
so long as Tenant otherwise complies with the provisions of paragraph 14.1 
Tenant may enter into any one of the following transfers (a "Permitted 
Transfer") without Landlord's prior written consent, and Landlord shall not 
be entitled to receive any part of any excess rentals or other consideration 
resulting therefrom that would otherwise be due to it pursuant to paragraph 
14.1C:

                (1)  Tenant may sublease all or part of the Premises or 
assign its interest in this Lease to any corporation which controls, is 
controlled by, or is under common control with the original Tenant to this 
Lease by means of an ownership interest of more than fifty percent (50%);

                (2)  Tenant may assign its interest in the Lease to a 
corporation which results from a merger, consolidation or other 
reorganization in which Tenant is not the surviving corporation, so long as 
(i) Tenant demonstrates to Landlord's reasonable satisfaction that the 
surviving corporation will have sufficient creditworthiness to provide 
adequate assurance of future performance of all of Tenant's obligations under 
this Lease, or (ii) the surviving corporation has a net worth at the time of 
such assignment that is equal to or greater than the net worth of Tenant 
immediately prior to such transaction; and

                (3)  Tenant may assign this Lease to a corporation which 
purchases or otherwise acquires all or substantially all of the assets of 
Tenant, so long as (i) Tenant demonstrates to Landlord's reasonable 
satisfaction that the acquiring corporation will have sufficient 
creditworthiness to provide adequate assurance of future performance of all 
of Tenant's obligations under this Lease, or (ii) such acquiring corporation 
has a net worth at the time of such assignment that is equal to or greater 
than the net worth of Tenant immediately prior to such transaction.

     14.2.  BY LANDLORD:  Landlord and its successors in interest shall have 
the right to transfer their interest in the Premises and the Property at any 
time and to any person or entity.  In the event of any such transfer, the 
Landlord originally named herein (and, in the case of any subsequent 
transfer, the transferor) from the date of such transfer, (i) shall be 
automatically relieved, without any further act by any person or entity, of 
all liability for the performance of the 

                                      -29-



obligations of the Landlord hereunder which may accrue after the date of such 
transfer, and (ii) shall be relieved of all liability for the performance of 
the obligations of the Landlord hereunder which have accrued before the date 
of transfer if its transferee agrees to assume and perform all such 
obligations of the Landlord hereunder.  After the date of any such transfer, 
the term "Landlord" as used herein shall mean the transferee of such interest 
in the Premises and the Property.

                                   ARTICLE 15.

                                GENERAL PROVISIONS

     15.1.  LANDLORD'S RIGHT TO ENTER:  Landlord and its agents may enter the 
Premises immediately in case of emergency and otherwise only at such time as 
is approved by Tenant which time of Entry shall be within seven (7) days 
after Landlord delivers written notice to Tenant requesting approval of a 
time to enter, and Landlord may thereafter continue such entry for such 
reasonable period of time as is necessary to accomplish Landlord's permitted 
purpose for such entry.  Landlord may so enter the Premises for the following 
purposes:  (i) inspecting the same, (ii) posting notices of 
non-responsibility, (iii) supplying any service to be provided by Landlord to 
Tenant, (iv) showing the Premises to prospective purchasers or mortgagees, 
(v) making necessary alterations, additions or repairs, (vi) performing 
Tenant's obligations when Tenant has failed to do so after written notice 
from Landlord, (vii) placing upon the Premises ordinary "for sale" signs, 
(viii) responding to an emergency, and/or (ix) during the last six (6) months 
of the Lease Term or at any time when there is a Continuing Tenant Default, 
showing the Premises to prospective Tenants and placing upon the Premises 
ordinary "for lease" signs.  For each of the aforesaid purposes, Landlord may 
enter the Premises by means of a master key, and Landlord shall have the 
right to use any and all means Landlord may deem necessary and proper to open 
the doors of the Premises in an emergency.  Any entry into the Premises or 
portions thereof obtained by Landlord by any of said means or otherwise 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, actual 
or constructive, of Tenant from the Premises or any portion thereof.

     15.2.  SURRENDER OF THE PREMISES:  Immediately prior to the expiration 
or upon the sooner termination of this Lease, Tenant shall remove all 
Tenant's Trade Fixtures and other personal property, and shall vacate and 
surrender the Premises to Landlord in the same condition as existed at the 
Commencement Date, except for (i) reasonable wear and tear, (ii) damage 
caused by any peril or condemnation, and (iii) contamination by Hazardous 
Materials for which Tenant is not responsible pursuant to subparagraphs 7.2B 
or 7.2C.  In this regard reasonable wear and tear shall be construed to mean 
wear and tear caused to the Premises by the natural aging process which 
occurs in spite of prudent application of reasonable standards for 
maintenance, repair and janitorial practices, and does not include items of 
neglected or deferred maintenance.  If Landlord so requests, Tenant shall, 
prior to the expiration or sooner termination of this Lease, remove any 
Leasehold Improvements designated by Landlord and repair all damage caused by 
such removal if such removal is required pursuant to paragraph 5.2.  If the 
Premises are not so surrendered at the termination of this Lease, Tenant 
shall be liable to Landlord for all costs incurred by Landlord in returning 
the Premises to the required condition, plus interest on all costs incurred 
at the Agreed Interest Rate.

     15.3.  HOLDING OVER:  This Lease shall terminate without further notice 
at the expiration of the Lease Term.  Any holding over by Tenant after 
expiration of the Lease Term shall not constitute a renewal or extension of 
the Lease or give Tenant any rights in or to the Premises except as expressly 
provided in this Lease.  Any holding over after such expiration with the 
consent of Landlord shall be construed to be a tenancy from month to month on 
the same terms and conditions herein specified insofar as applicable except 
that Base Monthly Rent shall be increased to an amount equal to one hundred 
twenty-five percent (125%) of the Base Monthly Rent required during the last 
month of the Lease Term.


                                      -30-




     15.4.  SUBORDINATION:  The following provisions shall govern the
relationship of this Lease to any underlying lease, mortgage or deed of trust
which now or hereafter affects the Property, and any renewal, modification,
consolidation, replacement or extension thereof (a "Security Instrument"):

            A.   This Lease is subject and subordinate to all Security 
Instruments existing as of the Commencement Date.  However, if any Lender so 
requires, this Lease shall become prior and superior to any such Security 
Instrument.

            B.   At Landlord's election, this Lease shall become subject and 
subordinate to any Security Instrument created after the Commencement Date. 
Notwithstanding such subordination, Tenant's right to quiet possession of the 
Premises shall not be disturbed and the terms of this Lease shall not be 
modified so long as Tenant is not in default and performs all of its 
obligations under this Lease, unless this Lease is otherwise terminated 
pursuant to its terms.

           C.   No subordination of this Lease to a Security Instrument 
pursuant to subparagraphs 15.4A or 15.4B shall be effective until the holder 
of a Security Instrument executes a subordination and non-disturbance 
agreement in favor of Tenant by which the Lender agrees to be bound by the 
immediately preceding sentence.

           D.   Tenant shall execute any document or instrument required by 
Landlord or any Lender to make this Lease either prior or subordinate to a 
Security Instrument, which may include such other matters as the Lender 
customarily requires in connection with such agreements, including provisions 
that (i) the Lender not be liable for any defaults on the part of Landlord 
occurring prior to the time the Lender takes possession of the Premises in 
connection with the enforcement of its Security Instrument; (ii) the Lender 
not be liable for the performance of any obligations contained in the 
Interior Improvement Agreement, for the completion of any improvements under 
construction or required to be constructed by Landlord; (iii) recourse 
against the Lender is limited to its interest in the Premises; (iv) any 
notices given by Tenant to Landlord should also be delivered to the Lender; 
(v) Tenant shall attorn to any purchaser at a foreclosure sale or a grantee 
designated in a deed in lieu of foreclosure; (vi) the Lender shall not be 
bound by any rent which Tenant might have paid in advance to any prior 
Landlord for a period in excess of one month; (vii) the Lender shall not be 
bound by any agreement or modification of the Lease made without the written 
consent of the Lender; and (viii) upon request, Tenant shall enter into a new 
lease with Lender of the Premises upon the same terms and conditions as the 
Lease between Landlord and Tenant, which lease shall cover any unexpired term 
of the Lease existing prior to a foreclosure, trustee's sale, or conveyance 
in lieu of foreclosure.  Tenant's failure to execute any such document or 
instrument within ten (10) days after written demand therefor shall 
constitute a default by Tenant.  Tenant approves as reasonable the form of 
subordination and non-disturbance agreement attached to this Lease as 
EXHIBIT "D".

     15.5.  TENANT'S ATTORNMENT:  Tenant shall attorn (i) to any purchaser of 
the Premises or Property at any foreclosure sale or private sale conducted 
pursuant to any security instrument encumbering the Premises and/or the 
Property, (ii) to any grantee or transferee designated in any deed given in 
lieu of foreclosure, or (iii) to the lessor under any underlying ground lease 
should such ground lease be terminated.

     15.6.  MORTGAGEE PROTECTION:  In the event of any default on the part of 
the Landlord, Tenant will give notice by registered mail to any Lender or 
lessor under any underlying ground lease whose name has been provided to 
Tenant and shall offer such Lender or lessor a reasonable opportunity to cure 
the default, not to exceed thirty (30) days from the expiration of the time 
period granted to Landlord to cure such default; provided, however, that if 
such Lender requires additional time to cure a default on the part of 
Landlord or to obtain possession of the Premises by power of sale or judicial 
foreclosure or other appropriate legal proceedings if obtaining possession is 
necessary to effect a cure, the Lender shall be granted such opportunity, 
provided that the Lender gives reasonable assurances to Tenant that such 
default will be cured.

     15.7   ESTOPPEL CERTIFICATES AND FINANCIAL STATEMENTS:  At all times 
during the Lease Term, Tenant agrees, following any request by Landlord, 
promptly to execute and deliver to Landlord an estoppel certificate, (i) 
certifying that this Lease is unmodified and in full force and effect or, if 
modified, stating the nature of such modification and certifying that this 
Lease, as so 

                                      -31-



modified, is in full force and effect, (ii) stating the date to which the 
rent and other charges are paid in advance, if any, (iii) acknowledging that 
there are not, to Tenant's knowledge, any uncured defaults on the part of 
Landlord hereunder or, if there are uncured defaults, specifying the nature 
of such defaults and (iv) certifying such other information about the Lease 
as may be reasonably required by Landlord.  Tenant's failure to deliver an 
estoppel certificate within ten (10) days after delivery of Landlord's 
request therefor shall be a conclusive admission by Tenant that, as of the 
date of the request for such statement, (i) this Lease is unmodified except 
as may be represented by Landlord in said request and is in full force and 
effect, (ii) there are no uncured defaults in Landlord's performance, and 
(iii) no rent has been paid in advance.  At any time during the Lease Term 
Tenant shall, upon ten (10) days' prior written notice from Landlord, provide 
Tenant's most recent financial statement and financial statements covering 
the twenty-four (24) month period prior to the date of such most recent 
financial statement to any existing Lender or to any potential Lender or 
buyer of the Property; provided, however, that if Tenant is a corporation 
whose stock is publicly traded, Tenant may satisfy the foregoing requirement 
by delivering to the appropriate parties copies of its most recent annual 
report prepared to satisfy requirements of the federal securities laws.  Such 
statements shall be prepared in accordance with generally accepted accounting 
principles and, if such is the normal practice of Tenant, shall be audited by 
an independent certified public accountant.

     15.8.  FORCE MAJEURE:  Any prevention, delay or stoppage due to strikes, 
lockouts, inclement weather, labor disputes, inability to obtain labor, 
materials, fuels or reasonable substitutes therefor, governmental 
restrictions, regulations, controls, action or inaction, civil commotion, 
fire or other acts of God, and other causes beyond the reasonable control of 
the party obligated to perform (except financial inability) shall excuse the 
performance, for a period equal to the period of any said prevention, delay, 
or stoppage, of any obligation hereunder except the obligation of Tenant to 
pay rent or any other sums due hereunder.

     15.9   NOTICES:  Any notice required or desired to be given regarding 
this Lease shall be in writing and may be given by personal delivery, by 
facsimile telecopy, by courier service, or by mail.  A notice shall be deemed 
to have been given (i) on the third (3rd) business day after mailing if such 
notice was deposited in the United States mail, certified or registered, 
postage prepaid, addressed to the party to be served at its address first 
above set forth, (ii) when delivered if given by personal delivery, and (iii) 
in all other cases when actually received.  Either party may change its 
address by giving notice of same in accordance with this paragraph.

     15.10. OBLIGATION TO ACT REASONABLY:  Whenever the consent or approval 
of a party to this Lease is required to be obtained before the other party to 
this Lease may take an action, such consent or approval shall not be 
unreasonably withheld or delayed.

     15.11. CORPORATE AUTHORITY:  If Tenant is a corporation (or a 
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 the by-laws of said corporation (or partnership in accordance 
with the partnership agreement of said partnership) and that this Lease is 
binding upon said corporation (or partnership) in accordance with its terms.  
If Tenant is a corporation, each of the persons executing this Lease on 
behalf of Tenant does hereby covenant and warrant that Tenant is a duly 
authorized and existing corporation, that Tenant is qualified to do business 
in California and that the corporation has full right and authority to enter 
into this Lease.

     15.12. ADDITIONAL DEFINITIONS:  Any term that is given a special meaning 
by a provision in this Lease shall have such meaning when used in this Lease 
or any addendum or amendment hereto.  As used herein, the following terms 
shall have the following meanings:

            A.   AGREED INTEREST RATE:  The term "Agreed Interest Rate" shall 
mean that interest rate determined as of the time it is to be applied that is 
equal to the lesser of (i) two percent (2%) in excess of the "prime rate", 
"reference rate", or "base rate" established by Bank of America (or if Bank 
of America shall cease to exist, by the commercial bank with its headquarters 
in California that has the greatest net worth among commercial banks 
headquartered in California) as it may be adjusted from time to time, or (ii) 
the maximum interest rate permitted by law.

                                      -32-



            B.   COMMON AREA:  The term "Common Area" shall mean all areas 
and facilities within the Property that are not designated by Landlord for 
the exclusive use of Tenant or any other lessee or other occupant of the 
Property, including the parking areas, access and perimeter roads, pedestrian 
sidewalk, landscaped areas, trash enclosures, recreation areas and the like.

            C.   LAW:  The term "Law" shall mean any judicial decision, 
statute, constitution, ordinance, resolution, regulation, rule, 
administrative order, or other requirement of any municipal, counting, state, 
federal or other government agency or authority having jurisdiction over the 
parties to this Lease or the Premises, or both, in effect either at the 
Commencement Date of this Lease or any time during the Lease Term, including, 
without limitation, any regulation, order or policy of any quasi-official 
entity or body (e.g., board of fire examiners, public utilities or special 
district).

            D.   LEASEHOLD IMPROVEMENTS:  The term "Leasehold Improvements" 
shall mean all improvement, additions, alterations and fixtures installed in 
the Premises by Tenant at its expense which are not Trade Fixtures.

            E.   LENDER:  The term "Lender" shall mean any beneficiary, 
mortgagee, secured party, lessor, or other holder of any Security Instrument.

            F.   PRIVATE RESTRICTIONS:  The term "Private Restrictions" shall 
mean all recorded covenants, conditions and restrictions, reciprocal easement 
agreements, and any other recorded instruments affecting the use of the 
Premises as they may exist from time to time.

            G.   TRADE FIXTURES:  The term "Trade Fixtures" shall mean 
anything affixed to the Premises by Tenant at its expense for purposes of 
trade, manufacture, ornament or domestic use (except replacement of similar 
work or material originally installed by Landlord) which can be removed 
without injury to the Premises unless such thing has, by the manner in which 
it is affixed, become an integral part of the Premises; provided, however, 
that all of Tenant's signs shall be Trade Fixtures regardless of how affixed 
to the Premises.

     15.13. MISCELLANEOUS:  Should any provision of this Lease prove to be 
invalid or illegal, such invalidity or illegality shall in no way affect, 
impair or invalidate any other provision hereof, and such remaining 
provisions shall remain in full force and effect.  Time is of the essence 
with respect to the performance of every provision of this Lease in which 
time of performance is a factor.  The captions used in this Lease are for 
convenience only and shall not be considered in the construction or 
interpretation of any provision hereof. Any executed copy of this Lease shall 
be deemed an original for all purposes. This Lease shall, subject to the 
provisions regarding assignment, apply to and bind the respective heirs, 
successors, executors, administrators and assigns of Landlord and Tenant.  
"Party" shall mean Landlord or Tenant, as the context implies.  If Tenant 
consists of more than one person or entity, then all members of Tenant shall 
be jointly and severally liable hereunder.  This Lease shall be construed and 
enforced in accordance with the laws of the State of California. The language 
in all parts of this Lease shall in all cases be construed as a whole 
according to its fair meaning, and not strictly for or against either 
Landlord or Tenant.  When the context of this Lease requires, the neuter 
gender includes the masculine, the feminine, a partnership or corporation or 
joint venture, and the singular includes the plural.  The terms "shall", 
"will" and "agree" are mandatory.  The term "may" is permissive.  When a 
party is required to do something by this Lease, it shall do so at its sole 
cost and expense without right of reimbursement from the other party unless 
specific provision is made therefor.  Where Tenant is obligated not to 
perform any act, Tenant is also obligated to use reasonable efforts to 
restrain any others within its control from performing said act, including 
agents, invitees, contractors, and subcontractors.  Landlord shall not become 
or be deemed a partner nor a joint venturer with Tenant by reason of the 
provisions of this Lease.

     15.14. TERMINATION BY EXERCISE OF RIGHT:  If this Lease is terminated 
pursuant to its terms by the proper exercise of a right to terminate 
specifically granted to Landlord or Tenant by this Lease, then this Lease 
shall terminate thirty (30) days after the date the right to terminate is 
properly exercised (unless another date is specified in that part of the 
Lease creating the right, in which event the date so specified for 
termination shall prevail), the rent and all other charges due hereunder 
shall be prorated as of the date of termination, and neither Landlord nor 
Tenant shall 

                                      -33-


have any further rights or obligations under this Lease except for those that 
have accrued prior to the date of termination.  This paragraph does not apply 
to a termination of this Lease by Landlord as a result of a default by Tenant.

     15.15. BROKERAGE COMMISSIONS:  Tenant warrants that it has not had any 
dealings with any real estate brokers, leasing agents or salesmen, or 
incurred any obligations for the payment of real estate brokerage commissions 
or finder's fees which would be earned or due and payable by reason of the 
execution of this Lease other than to the Retained Real Estate Brokers. 
Landlord shall be responsible for the payment of any commission owed pursuant 
to a separate written commission agreement between Landlord and J.R. Parrish, 
Inc. for the payment of the commission as a result of the execution of this 
Lease.

     15.16. ENTIRE AGREEMENT:  This Lease constitutes the entire agreement 
between the parties, and there are no binding agreements or representations 
between the parties except as expressed herein.  Tenant acknowledges that 
neither Landlord nor Landlord's agent(s) has made any representation or 
warranty as to (i) whether the Premises may be used for Tenant's intended use 
under existing Law or (ii) the suitability of the Premises or the Common Area 
for the conduct of Tenant's business or the condition of any improvements 
located thereon.  Tenant expressly waives all claims for damage by reason of 
any statement, representation, warranty, promise or other agreement of 
Landlord or Landlord's agent(s), if any, not contained in this Lease or in 
any addendum or amendment hereto.  No subsequent change or addition to this 
Lease shall be binding unless in writing and signed by the parties hereto.

     15.17. RIGHT OF FIRST OFFER TO LEASE:  If at any time and from time to 
time during the Lease Term Landlord desires to lease all or any portion of 
any buildings located on the Property, Landlord shall first give written 
notice of such fact to Tenant (an "Offer to Lease"), which shall be 
accompanied by the form of lease that Landlord intends to use for the 
transaction and the following information regarding the basic business terms 
of the transaction (the "Basic Business Terms"):  (i) a description of the 
premises to be leased; (ii) the term of the proposed lease; (iii) the 
improvements Landlord is willing to construct or that it will require to be 
constructed; (iv) the method of payment for such improvements; (v) the base 
monthly rent for the term; (vi) additional rent to be paid by the Tenant to 
the extent not reflected in the form lease; (vii) the estimated commencement 
date for the lease term; (viii) any options to extend the lease term and the 
rent to be charged during any such extension periods; and (ix) any other 
material business terms Landlord elects to specify.

            A.   Landlord shall lease to Tenant and Tenant shall lease form 
Landlord the Premises identified in the Offer to Lease on the Basic Business 
Terms stated in the Offer to Lease if:  (i) the Premises offered for Lease in 
the Offer to Lease consist of an area that is less than 14,000 square feet of 
gross leasable area and Tenant notifies Landlord in writing of Tenant's 
agreement to lease such Premises on the terms stated in the Offer to Lease 
within thirty (30) days after receipt of the Offer to Lease in question; or 
(ii)  the Premises described in the Offer to Lease consist of an area that is 
more than 14,000 square feet and Tenant notifies Landlord in writing of 
Tenant's agreement to Lease such premises on the terms stated in the Offer to 
Lease within fifteen (15) days after receipt of the Offer to Lease in 
question.  If Tenant so timely elects to lease the space so offered, Landlord 
shall lease to Tenant and Tenant shall lease from Landlord such space on the 
following terms:

                 (1)  The Lease of such space shall be on the Basic Business 
Terms stated in the Offer to Lease; provided, however, that Tenant's 
obligation to pay rent shall not commence until the earlier of:  (i) the date 
any improvements that Landlord is to construct as set forth in the Basic 
Business Terms have been substantially completed, subject to punchlist items; 
or (ii) ninety (90) days after the space has been delivered to Tenant vacant 
and ready for improvement work, if such improvement work is not to be 
performed by Landlord.

                 (2)  The lease of such premises shall be consummated by the 
preparation and execution of a written lease, in the form and content of the 
form of lease accompanying the Offer to Lease, except as modified to 
incorporate the Basic Business Terms set forth in the Offer to Lease and as 
expressly provided herein. The lease shall be executed by Landlord and Tenant 
as soon as reasonably practicable after Tenant has made its election to 
accept the Offer to Lease, but in no event later than forty-five (45) days 
thereafter.

                                      -34-


          B.   If Tenant does not indicate in writing its agreement to lease 
the premises offered on the terms contained in the Offer to Lease within the 
time period specified in subparagraph 15.17A, then the following shall apply:

               (1)  Landlord shall have the right to lease such premises to 
any third party on the same Basic Business Terms set forth in the Offer to 
Lease and such other terms as are contained in the form of lease included 
with the Offer to Lease; provided, however, that Landlord may make any 
changes to such form of Lease at the request of a prospective Tenant to 
induce it to lease such space from Landlord so long as such changes are 
commercially reasonable and do not materially change the Basic Business Terms 
set forth in the Offer to Lease, and such lease is executed within one 
hundred twenty (120) days after the Offer to Lease is delivered to Tenant.

               (2)  If within one hundred twenty (120) days after the Offer 
to Lease is delivered to Tenant, Landlord elects to lease the premises in 
question on terms different than the Basic Business Terms stated in the Offer 
to Lease, then Landlord shall give notice to Tenant of such election setting 
forth the new terms upon which Landlord is willing to so lease the premises 
in question (the "Amended Offer to Lease").  Tenant shall have the right to 
lease the premises in question upon the terms stated in the Offer to Lease, 
as modified by the Amended Offer to Lease, which right may be exercised by 
delivering written notice of such election to exercise to Landlord within 
five (5) days following delivery to Tenant of the Amended Offer to Lease.  If 
Tenant does not send written notice to Landlord of its election to lease the 
premises in question upon the terms set forth in the Offer to Lease, as 
modified by the Amended Offer to Lease, within said five (5) day period, then 
Landlord may lease the premises in question to any third party in accordance 
with the terms and conditions set forth in the Offer to Lease, as modified by 
the Amended Offer to Lease; provided, however, that Landlord may make any 
changes to the form of lease included in the Offer to Lease or the Amended 
Offer to Lease at the request of a prospective Tenant to induce it to lease 
such space from Landlord so long as such changes are commercially reasonable 
and do not materially change the Basic Business Terms set forth in the Offer 
to Lease, as modified by the Amended Offer to Lease and the lease is executed 
within sixty (60) days after the Amended Offer to Lease is delivered to 
Tenant.

          C.   If Tenant is offered the opportunity to lease all or a portion 
of any building on the Property and declines to exercise such right, and if 
Landlord subsequently enters into a lease with a third party affecting the 
space so offered to Tenant, the right of first offer contained in this 
paragraph shall thereafter be subject and subordinate to any rights granted 
to such third party Tenant with respect to such space, or any other space in 
the Property, including rights of first refusal, options to extend, and 
options to expand.

          D.   If Landlord has delivered to Tenant a Offer to Lease and 
Tenant has not elected to lease the premises offered on the terms contained 
in the Offer to Lease, then if Landlord so requests, Tenant shall deliver to 
Landlord or any prospective Tenant a certificate or certificates stating 
that:  (i) Landlord has complied with the provisions of this paragraph 15.17 
and may lease the premises in question pursuant to the Offer to Lease free of 
any rights or claims of Tenant; or (ii) Landlord has not complied with the 
provisions of this paragraph 15.17 and specifying the manner in which 
Landlord has failed to so comply.  Such certificate shall be delivered 
promptly after request therefor but in no event not more than five (5) days 
after request has been delivered to Tenant. Tenant's failure to deliver such 
certificate within the required time period shall be deemed an admission upon 
which any party may rely that Landlord has complied with the provisions of 
this paragraph 15.17 and may lease the premises in question pursuant to the 
terms of the Offer to Lease free of any rights or claims by Tenant.

          E.   Notwithstanding anything to the contrary contained in the 
foregoing, Tenant may not exercise its right to lease the space described in 
the Offer to Lease, nor, at the option of Landlord, shall a new lease for 
such space commence, unless Tenant demonstrates to Landlord's reasonable 
satisfaction that Tenant has sufficient creditworthiness to provide adequate 
assurance of future performance of all of Tenant's obligations under the new 
lease.

          F.   Within ten (10) days after receipt of written request therefor 
from Tenant, Landlord shall inform Tenant in writing of the following with 
respect to all leases affecting the Property:  (i) the scheduled lease term 
expiration date; (ii) any options to extend (including the 

                                      -35-


commencement and termination date of such options to extend); and (iii) such 
other information as is reasonably requested by Tenant concerning the status 
of leases then affecting the Property as it relates to determining when such 
leases will terminate and space become available.  In addition, Landlord 
shall use reasonable efforts to promptly notify Tenant of the availability of 
space within the Property that results from events other than the natural 
expiration of a lease term (e.g., termination of a lease resulting from a 
Tenant's default or negotiations regarding the rescission of a lease by 
mutual consent).

          G.   The parties acknowledge that (i) paragraph 15.17 of the 
Building C Lease contains substantially the same provisions as those set 
forth in this paragraph 15.17, and (ii) it is their intention that there be 
only one right of first offer to lease that is held and may be exercised by 
only one person or entity.  If Landlord complies with the provisions of 
paragraph 15.17 of this Lease or paragraph 15.17 of the Building C Lease with 
respect to a lease of space within the Property to a third party, Landlord 
shall be deemed to have satisfied the requirements of both Leases with 
respect to this subject.  The parties further agree that the right of first 
offer to lease set forth in this paragraph 15.17 and in paragraph 15.17 of 
the Building C Lease may only be held by one entity who is FMC Corporation or 
its successor.  If Tenant concurrently assigns its interest in this Lease and 
the Building C Lease to the same person or entity pursuant to an assignment 
described by subparagraphs 14.1E(2) or (3), such assignment shall not affect 
the provisions of this paragraph 15.17. However, if Tenant assigns its 
interest in this Lease without concurrently also assignment its interest in 
the Building C Lease to the same person or entity pursuant to an assignment 
described by subparagraphs 14.1E(2) or (3), then effective upon such 
assignment the provisions of this paragraph 15.17 shall terminate and be of 
no further force or effect.  Notwithstanding the foregoing sentence, if the 
Building C Lease has been terminated or if the provisions of paragraph 15.17 
of the Building C Lease have terminated because of an assignment of the 
Tenant's interest in the Building C Lease, then any subsequent assignment by 
Tenant of its interest in this Lease pursuant to an assignment described by 
subparagraphs 14.1E(2) or (3) shall not cause the right of first offer to 
lease created by this paragraph 15.17 to terminate.  The rights created by 
this paragraph 15.17 may not be assigned or otherwise transferred to any 
third party except in connection with an assignment of all of Tenant's right, 
title and interest in this Lease made in compliance with paragraph 14.1 
hereof.  A sublease shall not affect the rights granted by this paragraph 
15.17; provided, however, that no subTenant of Tenant shall have the right to 
directly lease the Offered Space from Landlord (although Tenant may exercise 
the right of first offer to lease and then sublease to any existing subTenant 
pursuant to the terms of the new lease).

     IN WITNESS WHEREOF, Landlord and Tenant have executed this Lease with the
intent to be legally bound thereby, to be effective as of the Commencement Date
of this Lease.

     

LANDLORD:                                    TENANT:



THE EQUITABLE LIFE ASSURANCE SOCIETY         FMC CORPORATION,
OF THE UNITED STATES, a New York             a Delaware corporation
corporation


By:   /s/ James Piane                        By:   /s/ Charles Fink             
    --------------------------------             ------------------------------


Printed                                      Printed
Name:   James Piane                          Name:     Charles Fink         
      ------------------------------               ----------------------------


Title:   Attorney in Fact                    Title:    V.P. & Group Manager 
       -----------------------------                ---------------------------


By:                                          By: 
       -----------------------------                ---------------------------


Printed                                      Printed
Name:                                        Name:                         
       -----------------------------                ---------------------------


Title:                                       Title:                        
       -----------------------------                ---------------------------


Dated:                                       Dated:                        
       -----------------------------                ---------------------------

                                      -36-




If Tenant is a CORPORATION, the authorized officers must sign on behalf of 
the corporation and indicate the capacity in which they are signing.  The 
Lease must be executed by the chairman of the board, president or 
vice-president AND the secretary, assistant secretary, the chief financial 
officer or assistant treasurer, UNLESS the Bylaws or resolution of the Board 
of Directors shall otherwise provide, in which event the Bylaws or a 
certified copy of the resolution, as the case may be, must be attached to 
this Lease.




                                     EXHIBIT "A"



                                        [MAP]



                                        [MAP]








                                     EXHIBIT "B"
                                          
                                          
                              PLANS AND SPECIFICATIONS
                                          
                                          
                                  FOR BUILDING "A"
                                          


PLANS AND SPECIFICATIONS PREPARED BY DES


SHEET          TITLE                                               CURRENT DATE
-----          -----                                               ------------

A-1            Title Sheet                                         6-9-89

A-2            Bldg. "A" - First Floor Plan                        6-9-89

A-3            Bldg. "A" - Second Floor Plan                       6-5-89

A-4            Bldg. "A" - First Floor Plan 
                     Reflected Ceiling Plan                        6-9-89

A-5            Bldg. "A" - Second Floor Plan
                     Reflected Ceiling Plan                        6-9-89

A-6            Bldg. "A" - First Floor 
                     Finish Plan                                   6-9-89

A-7            Bldg. "A" - Second Floor
                      Finish Plan                                  6-9-89

A-8            Bldg. "A" - First Floor
                     Electrical/Telephone Plan                     6-9-89

A-9            Bldg. "A" - Second Floor
                     Electrical/Telephone Plan                     6-9-89

A-10           Details, Interior Elevantions,
                     Enlarged Shower Plan, Door/Window Schedule    6-9-89

A-11           Details                                            5-15-89

A-12           Architectural Details
                    Structural Details                             6-9-89



PLANS AND SPECIFICATIONS PREPARED BY HAUGE-RICHARDS ASSOCIATES, LTD.


SHEET          TITLE                                               CURRENT DATE
-----          -----                                               ------------

D-1            Lobby - Bldgs. "A" & "C"
                       Plans, Elevations, Details                  6-9-89





                                   EXHIBIT C

                         INTERIOR IMPROVEMENT AGREEMENT

                                  (Building A)



     This Interior Improvement Agreement is made part of that Lease dated for
reference purposes only June 1, 1989 (the "Lease"), by and between THE EQUITABLE
LIFE ASSURANCE SOCIETY OF THE UNITED STATES, a New York corporation ("Landlord")
and FMC Corporation, a Delaware corporation ("Tenant") of approximately 68,708
square feet of gross leasable area located in that building commonly known as
Building A of Airport Technology Park, 2890 De La Cruz Boulevard, Santa Clara,
California.

     Landlord and Tenant agree that the following terms are hereby added to the
Lease:

          1.   DEFINITIONS:  As used herein and in the Lease, the following
terms shall have the following meanings:

          A.   APPROVED PLANS:  The term "Approved Plans" shall mean those 
final plans, specifications and working drawings described by EXHIBIT "B" to 
the Lease.

          B.   INTERIOR IMPROVEMENTS:  The term "Interior Improvements" shall 
mean those improvements described by the Approved Plans that Tenant has the 
right to construct in the Premises pursuant to paragraph 2 hereof.

          C.   INTERIOR IMPROVEMENT COSTS:  The term "Interior Improvement 
Costs" shall mean the following:  (i) the total amount due pursuant to the 
construction contract entered into by Tenant pursuant to subparagraph 2B 
hereof to construct the Interior Improvements; (ii) the cost of all 
governmental approvals, permits and fees required as a condition to the 
construction of the Interior Improvements; (iii) all utility connection or 
use fees; (iv) fees of architects, designers, or engineers for services 
rendered in connection with the design and construction of the Interior 
Improvements; (v) the cost of payment and performance bonds obtained to 
assure completion of the Interior Improvements; and (vi) relocation and 
moving expenses incurred by Tenant in connection with Tenant's move to the 
Premises.  There shall be excluded from Interior Improvement Costs the 
following, to the extent not included in the construction contract with the 
Prime Contractor referred to in subparagraph 2B hereof:  (i) any fee for 
Landlord's review of Tenant's plans for the Interior Improvements; (ii) 
temporary electricity used during the construction period in connection with 
the construction of the Interior Improvements; and (iii) any fees charged by 
Tenant or its agents or employees for supervising/reviewing the construction 
of the Interior Improvements (excluding overhead and profits of prime 
contractor).

          D.   LANDLORD'S INTERIOR IMPROVEMENT ALLOWANCE:  The term "Landlord's
Interior Improvement Allowance" shall mean the maximum amount Landlord is
required to spend toward the payment of the Interior Improvement Costs, which
amount is equal to the product obtained by multiplying (i) Twenty-One Dollars
($21.00) per square foot by (ii) the Premises Gross Leasable Area (expressed in
square feet) of 68,708 square feet, for a total of One Million Four Hundred
Forty-Two Thousand Eight Hundred Eighty-Five Dollars ($1,442,885).

          E.   SUBSTANTIALLY COMPLETED:  The Interior Improvements shall be 
deemed to be "Substantially Completed" when (i) Prime Contractor has issued 
its written certificate stating that such improvements have been 
substantially completed in accordance with the Approved Plans therefor, (ii) 
electrified office partitions are installed, and (iii) the Building 
Department of the City of Santa Clara has completed its final inspection of 
such improvements and has "signed off" the building inspection card approving 
such work as complete.

          F.   PRIME CONTRACTOR:  The term "Prime Contractor" shall mean Alacon
Construction, Inc.

                           



     2.   CONSTRUCTION OF INTERIOR IMPROVEMENTS:  Tenant shall have the right to
construct the Interior Improvements in accordance with the following: 

          A.   Tenant warrants that the Interior Improvements shall be 
constructed in a good and workmanlike manner substantially in accordance with 
the Approved Plans (as modified by any change orders approved by Landlord and 
Tenant pursuant to paragraph 3 hereof) and all Laws.  All materials and 
equipment furnished shall be fully paid for and be free of liens, chattel 
mortgages, and security interests of any kind.

          B.   The Interior Improvements shall be constructed by Prime 
Contractor pursuant to a construction contract between Tenant and Prime 
Contractor. Landlord shall have the right to review such form of construction 
contract before it is executed.  Once the construction contract between Prime 
Contractor and Tenant has been executed, Tenant shall not materially amend, 
modify or alter the responsibilities of Prime Contractor thereunder without 
Landlord's written consent, except for change orders approved pursuant to 
paragraph 3 hereof.  In purposes connection with the execution of such 
construction contract, Tenant shall use reasonable efforts to provide that 
all construction or equipment warranties or guarantees obtained by Tenant 
shall, to the extent obtainable, provide that such warranties and guarantees 
obtained by Tenant shall, to the extent obtainable, provide that such 
warranties and guaranties shall also run for the benefit of Landlord.  Upon 
reasonable written advance request of Landlord, Tenant shall inform Landlord 
of all written construction and equipment warranties existing in favor of 
Tenant which affect the Interior Improvements. Tenant shall cooperate with 
Landlord in enforcing such warranties and in bringing any suit that may be 
necessary to enforce liability with regard to any defects.

          C.   Tenant shall use reasonable efforts to commence construction 
of the Interior Improvements as soon as reasonably practicable, and shall 
thereafter continuously prosecute such construction to completion.

          D.   Tenant shall properly obtain, comply with and keep in effect 
all permits, licenses and other governmental approvals which are required to 
be obtained form governmental bodies in order to construct the Interior 
Improvements.  Upon reasonable written advance request, Tenant shall promptly 
deliver copies of all such permits, licenses and approvals to Landlord.

          E.   Tenant shall be solely responsible for all aspects of the 
construction of the Interior Improvements, including the development and 
design thereof as set forth in the Approved Plans, the supervision of the 
work of construction, the qualification, financial condition, and performance 
of all architects, engineers, contractors, material suppliers, consultants, 
and the accuracy of all applications for payment and the proper application 
of all disbursement. Landlord is not obligated to supervise, inspect or 
inform Tenant or any third party of any aspect of the construction of the 
Interior Improvements.  Any inspection or review by Landlord is to determine 
whether Tenant is properly discharging its obligations to Landlord and may 
not be relied upon by Tenant or any third party.  Landlord owes no duty of 
care to Tenant or any third party to protect against or to inform Tenant or 
any third party of, any negligence, faulty, inadequate or defective design or 
construction of the Interior Improvements.

     3.   CHANGES TO APPROVED PLANS FOR INTERIOR IMPROVEMENTS:  Neither 
Landlord nor Tenant shall have the right to order extra work or change orders 
with respect to the Approved Plans or the construction of the Interior 
Improvements without the prior written consent of the other.  All extra work 
or change orders requested by either Landlord or Tenant shall be made in 
writing, shall specify the amount of delay or the time saved resulting 
therefrom, shall specify any added or reduced cost resulting therefrom, and 
shall become effective and a part of the Approved Plans once approved in 
writing by both parties.  Notwithstanding the foregoing, Tenant's failure to 
obtain Landlord's consent to an extra work or change order shall not be an 
Event of Tenant's Default if Landlord would have been required to consent to 
the change pursuant to the terms hereof.

                                      -2-




     4.   PAYMENT OF INTERIOR IMPROVEMENT COSTS:  The Interior Improvement Costs
and certain noise attenuating improvement costs shall be paid as follows:

          A.   Landlord and Tenant desire to improve the Premises so that the 
following maximum interior noise levels are achieved for the types of office 
space identified:  55 dBA for executive offices and conference rooms; 60 dBA 
for staff offices; and 65 dBA for sales and secretarial offices.  To achieve 
these goals Landlord and Tenant agree to contribute to the cost of 
improvements as follows.  Tenant at its sole cost and expense shall install 
(i) extra sheetrock in the roof and sound attenuating ceiling tiles in second 
floor ceilings, and (ii) sheetrock beneath the structural ceiling and above 
the suspended ceilings of all the second floor offices, and sprinklers as 
required by the City of Santa Clara, along with caulking required in 
connection therewith.  Landlord at its sole cost and expense shall cause the 
sliding glass doors on the second floor to be removed and replaced with 
double pane sound attenuating glass windows.  In the event upon completion of 
all of the work described above in this subparagraph A, the desired noise 
levels are not achieved, Landlord agrees to pay for the cost of additional 
improvements designed to reduce noise levels; provided Landlord shall not be 
required to contribute more than One Hundred Fifty Thousand Dollars 
($150,000) for such additional improvements.

          B.   In addition to those contributions of Landlord described in 
subparagraph A above, Landlord shall contribute to the payment of all 
Interior Improvement Costs up to an amount equal to Landlord's Interior 
Improvement Allowance.  If any part of the Landlord's Interior Improvement 
Allowance is not used by Tenant, or Tenant does not qualify for a 
disbursement pursuant to the provisions of this paragraph 4 with the result 
that the entire allowance is not disbursed, there shall nonetheless be no 
adjustment in the Base Monthly Rent due from Tenant pursuant to the Lease.  
If the Interior Improvement Costs exceed the maximum amount of Landlord's 
required contribution, then Tenant shall pay the entire amount of such excess.

          C.   Landlord and Tenant acknowledge that the construction contract 
Tenant will enter into for the construction of the Interior Improvements will 
provide for progress payments to Prime Contractor in stages as the work is 
completed. Landlord shall pay the full amount of each such progress payment 
until all of Landlord's Interior Improvement Allowance is expended.  
Thereafter, if the cost of the Interior Improvements exceeds the amount of 
Landlord's required contribution for such improvements, then Tenant shall pay 
the rest of the progress payments due to Prime Contractor.  Landlord shall 
pay any progress payment due from Landlord to Prime Contractor within thirty 
(30) days after satisfaction of all of the conditions precedent to such 
progress payment by Landlord that has been requested by Tenant which are set 
forth in subparagraph 4D and 4E hereof.  If Landlord fails to pay any such 
amount when due, then Tenant may (but without the obligation to do so) 
advance such funds on Landlord's behalf, and Landlord shall be obligated to 
reimburse Tenant for the amount of funds so advanced on its behalf and all 
costs incurred by Tenant in so doing, including all interest at the Agreed 
Interest Rate.

          D.   If Tenant desires to obtain a disbursement from Landlord from 
the Landlord's Interior Improvement Allowance for the purpose of paying 
Interior Improvement Costs, Tenant shall submit to Landlord a written 
itemized statement, signed by Tenant (an "Application for Payment") setting 
forth the following: (i) a description of the construction work performed, 
materials supplied and/or costs incurred or due for which disbursement is 
requested; and (ii) the total amount incurred, expended and/or due for each 
requested item less prior disbursements; and (iii) the amount due to be paid 
by Landlord from Landlord's Interior Improvement Allowance.

          E.   Landlord shall have no obligation to make any disbursement 
from Landlord's Interior Improvement Allowance at any time that there is a 
Continuing Tenant Default (as defined in paragraph 1.14 of the Lease), or 
there has occurred an event, omission or failure of conditions which would 
constitute an Event of Tenant's Default (as defined in paragraph 13.1 of the 
Lease) after notice or lapse of time, or both.  In addition, Landlord shall 
have the right to condition any disbursement from Landlord's Interior 
Improvement Allowance upon Landlord's receipt and approval of the following 
with respect to each Application for Payment:

                                      -3-




               (1)  The form of Application for Payment and the sufficiency 
of the information contained therein;

               (2)  Bills and invoices and any other documents evidencing the 
total amount expended, incurred, or due for any requested contribution to 
Interior Improvement Costs;

               (3)  Evidence of Tenant's use of lien releases acceptable to 
Landlord for payments or disbursements to any contractor, subcontractor, 
materialmen, supplier, or lien claimant:

               (4)  Architects, inspectors and/or engineer's periodic 
certification and the stage of construction that has been completed and its 
conformance to the Approved Plans based upon any such architects, inspectors 
and/or engineers periodic, physical inspections of the Premises and Interior 
Improvements;

               (5)  Waivers and releases of mechanics' lien, stop notice 
claim, equitable lien claim or other lien claim rights or lien bonds in form 
and amount reasonably satisfactory to Landlord;

               (6)  Evidence of Tenant's compliance with its obligations 
pursuant to paragraph 2 hereof;

               (7)  Any other document, requirement, evidence or information 
that Landlord may reasonably request pursuant to any provision of this 
Interior Improvement Agreement.

          F.   Tenant agrees that all disbursements made to Tenant by 
Landlord from Landlord's Interior Improvement Allowance shall be used only 
for the payment of Interior Improvement Costs and shall be applied as set 
forth, and for the purposes described in, the relevant Application for 
Payment based upon which the disbursement is made.

     5.   PUNCHLIST:     Within a reasonable period of time after the 
Interior Improvements are Substantially Completed, Landlord, Tenant and 
Tenant's architect shall together walk through and inspect such improvements 
so completed, using reasonable efforts to discover all uncompleted or 
defective construction.  After such inspection has been completed.  Tenant 
shall use reasonable efforts to complete and/or repair all "punch list" items 
within thirty (30) days thereafter.

     6.   CONSTRUCTION WARRANTY FOR THE INTERIOR IMPROVEMENTS:  Tenant 
warrants that the construction of the Interior Improvements will be performed 
in accordance with the Approved Plans therefor and all Laws in a good and 
workmanlike manner, and that all materials and equipment furnished will 
conform to said plans and shall be new and otherwise of good quality.  Tenant 
shall promptly commence the cure of any breach of such warranty and complete 
such cure with diligence at Tenant's cost and expense.

     7.   OWNERSHIP OF THE INTERIOR IMPROVEMENTS:  All of the Interior 
Improvements which are constructed with funds of Landlord shall become the 
property of Landlord upon installation and shall not be removed or altered by 
Tenant.  Any part of the Interior Improvements which are constructed by 
Landlord with funds of Tenant shall become the property of Tenant upon 
installation and Tenant shall have the right to depreciate and claim and 
collect investment tax credits in such improvements; provided, however, that 
(i) Tenant shall not remove or alter such improvements during the term of the 
Lease; (ii) such improvements shall be surrendered to Landlord, and title to 
such improvements shall best in Landlord, at the expiration or earlier 
termination of the Lease Term; and (iii) in no event shall Landlord have any 
obligation to pay Tenant for the cost or value of such improvements.  
Notwithstanding the foregoing, Tenant shall have the right to remove only the 
following kinds of Interior Improvements so long as it repairs all damage 
caused by the installation thereof and returns the Premises to the condition 
existing prior to the installation of such Interior Improvements:  (i) 
built-in cabinets, file drawers and bookcases; (ii) computer room air 
conditioning; (iii) canteen equipment; (iv) office cubicle systems; and (v) 
ornamental statutes.  If both Landlord and Tenant contribute to the cost of

                                      -4-



constructing the Interior Improvements, Landlord and Tenant shall agree in 
writing which of such improvements are to be constructed using Landlord's 
funds (and therefore are Landlord's property) and which of them are to be 
installed with Tenant's funds (and therefore are Tenant's property during the 
Lease Term).

     8.   DOCUMENTS:  Within fifteen (15) days after receiving a written 
request from Landlord, Tenant shall deliver to Landlord the most current 
version of the following:  (i) a complete and correct list showing the name, 
address and telephone number of each contractor, subcontractor and principal 
materials supplier engaged in connection with the construction of the 
Interior Improvements, and the total dollar amount of each contract and 
subcontract (including any changes) together with the amounts paid through 
the date of the list; (ii) true and correct copies of all executed contracts 
and subcontracts identified in the list described in the immediately 
preceding clause, including any changes; (iii) a construction progress 
schedule; and (iv) any update to any item described in the preceding clauses 
which Tenant may have previously delivered to Landlord.  Tenant expressly 
authorizes Landlord to contact any contractor, subcontractor or materials 
supplier to verify any information disclosed in accordance with this 
paragraph.  Within sixty (60) days after the Interior Improvements have been 
Substantially Completed, Tenant shall cause the following to be delivered to 
Landlord:

          A.   Statements from Tenant's architect in form reasonably 
satisfactory to Landlord certifying that the Interior Improvements have been 
completed substantially in accordance with the Approved Plans and all Laws;

          B.   A copy of all permanent certificates of occupancy and other 
governmental approvals which may be received by Tenant with respect to the 
construction of the Interior Improvements;

          C.   One (1) copy of the Approved Plans, one (1) copy of each extra 
work or change order, and one (1) copy of any "As-Built" plans and 
specifications for the Interior Improvements, which Tenant may have elected 
to cause to be prepared;

          D.   One (1) copy of all warranties, guaranties, and operational 
manuals relating to the Interior Improvements;

          E.   A copy of a recorded notice of completion relating to the 
construction of the Interior Improvements.

      9.  INDEMNITY:  Tenant agrees to indemnify and hold Landlord harmless 
from and against all liabilities, claims, actions, damages, costs and 
expenses (including attorneys' fees incurred by Landlord in protecting its 
interest from the following) arising out of or resulting from construction of 
the Interior Improvements, including any mechanics' liens, defective 
workmanship or materials and any claim or cause of action of any kind by any 
party that Landlord is liable for any act or omission committed or made by 
Tenant, its agents, employees, or contractors in connection with the 
construction of the Interior Improvements.

     10.  ROOF AND OTHER WORK:  Landlord agrees to cause the structural support
of the roof mounted mechanical units on the Premises to be inspected by Cabak
Randall Jasper Griffiths Associates.  If as a result of such inspection,
remedial work is recommended, Landlord shall cause the same to be performed by
Prime Contractor at Landlord's expense, as soon as reasonably practicable.

     Landlord agrees to replace, at Landlord's expense, the broken window on the
east side, south end of the second floor of the Premises.

     11.  EFFECT OF AGREEMENT:  In the event of any inconsistency between this
Agreement and the Lease, the terms of this Agreement shall prevail.

                                      -5-




AS TENANT:                              AS LANDLORD:
---------                               -----------

FMC CORPORATION,                        THE EQUITABLE LIFE ASSURANCE
a Delaware corporation                  SOCIETY OF THE UNITED STATES,
                                        a New York corporation

By:  /s/ Charles Fink                   By:  /s/ James Piane               
    ----------------------                  -----------------------------


Its:  V.P. & Group Manager              Its:   Attorney in Fact  
    ----------------------                   ----------------------------


Dated: June 23, 1989                    Dated:  6-23-89                  
       -------------------                      -------------------------















                                      -6-




                                    EXHIBIT D
                                          


RECORDING REQUESTED BY:

The Equitable Life Assurance
     Society of the Untied States

WHEN RECORDED RETURN TO:

Morrison & Foerster
345 California Street
San Francisco, CA  94104-2105

Att'n: Leslie M. Browne

-------------------------------------------------------------------------------
                                          
                     (Space above this lien for Recorder's use)
                                          
                           SUBORDINATION, NON-DISTURBANCE
                              AND ATTORNMENT AGREEMENT
                                          
                                          
NOTICE:   THIS SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT RESULTS
          IN YOUR LEASEHOLD ESTATE IN THE PROPERTY BECOMING SUBJECT TO AND OF 
          LOWER PRIORITY THAN THE LIEN OF SOME OTHER OR LATER SECURITY 
          INSTRUMENT.

          THIS AGREEMENT is entered into as of the ______ day of _____________,
1986, by and between THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNTIED STATES,
a New York corporation (the "Beneficiary"), TELEDYNE INDUSTRIES, INC., a
California corporation (the "Lessee") and AIRPORT TECHNOLOGY ASSOCIATES, a
California general partnership (collectively the "Lessor").

                                W I T N E S S E T H

          WHEREAS, Lessee has entered into a certain lease dated June 30, 1986
(the "Lease"), with Lessor covering certain space (the "Premises") located in
and upon the real property described in Exhibit A attached hereto (the
"Property");

          WHEREAS, Beneficiary is the holder of a first mortgage loan (the
"Loan") to Lessor in the amount of Thirty One Million Two Hundred Thousand
and/no 100 Dollars ($31,200,000.00) which is secured by a first lien
Construction and Permanent Deed of Trust, Security Agreement and Fixture Filing
with Assignment of Rents (the "Deed of Trust") covering the Property;

          WHEREAS, the parties hereto desire expressly to confirm the
subordination of the Lease to the lien of the Deed of Trust, it being a
requirement by Beneficiary that the lien and charge of the Deed of Trust be
unconditionally and at all times prior and superior to the leasehold interests
and estates created by the Lease; and

          WHEREAS, Lessee has requested that Beneficiary agree not to disturb
Lessee's possessory rights in the Premises in the event beneficiary should
foreclose the Deed of Trust, provided that Lessee is not in default under the
Lease and provided that Lessee attorns to beneficiary or the purchaser at any
foreclosure or Trustee's sale of the Property.

          NOW, THEREFORE, in consideration of the mutual covenants contained
herein and of other good and valuable consideration the receipt and sufficiency
of which is hereby acknowledged, the parties hereby agree as follows:


          


          1.   Notwithstanding anything to the contrary set forth in the Lease,
the Lease and the leasehold estate created thereby and all of Lessee's rights
thereunder shall be and shall at all times remain subject, subordinate and
inferior to the Deed of Trust and the lien thereof and all rights of Beneficiary
thereunder and to any and all renewals, modifications, consolidations,
replacements and extensions thereof.

          2.   Lessee hereby declares, agrees and acknowledges that:

               a.   Beneficiary would not have agreed to recognize the Lease
without this Agreement; and

               b.   Beneficiary, in making disbursements pursuant to the
agreements evidencing and securing the Loan, is under no obligation or duty to
oversee or direct the application of the proceeds of such disbursements and such
proceeds may be used by Lessor for purposes other than improvement of the
premises.

          3.   In the event of foreclosure of the Deed of Trust, or upon a 
sale of the property encumbered thereby pursuant to the Trustee's power of 
sale contained therein, or upon a transfer of said property by deed in lieu 
of foreclosure, then so long as Lessee is not in default under any of the 
terms, covenants, or conditions of the Lease, the Lease shall continue in 
full force and effect as a direct lease between the succeeding owner of the 
Property and Lessee, upon and subject to all of the terms, covenants and 
conditions of the Lease for the balance of the term of the Lease.  Lessee 
hereby agrees to attorn to and accept any such successor owner as landlord 
under the Lease, and to be bound by and perform all of the obligations 
imposed by the Lease, and Beneficiary or any such successor owner of the 
Property will not disturb the possession of Lessee, and will be bound by all 
of the obligations imposed by the Lease upon the landlord thereunder; 
provided, however, that the Beneficiary, or any purchaser at a trustee's or 
sheriff's sale or any successor owner of the Property shall not be:

               a.   liable for any act or omission of a prior landlord
(including the Lessor); or

               b.   subject to any offsets or defenses which the Lessee might
have against any prior landlord (including the Lessor); or

               c.   bound by any rent or additional rent which the Lessee might
have paid in advance to any prior landlord (including the Lessor) for a period
in excess of one month; or

               d.   bound by any agreement or modification of the Lease made
without the written consent of the Beneficiary; or

               e.   liable or responsible for or with respect to the retention,
application and/or return to Lessee of any security deposit paid to any prior
lessor (including the Lessor), whether or not still held by such prior lessor,
unless and until beneficiary or such other purchaser has actually received for
its own account as lessor the full amount of such security deposit.

          Beneficiary acknowledges that it is presently a general partner in
Lessor and that the provisions of this Agreement shall not affect any
obligations it may have under the Lease in its capacity as general partner of
Lessor.

          4.   Upon the written request of either Beneficiary or Lessee to the
other given at the time of a foreclosure, trustee's sale or deed in lieu
thereof, the parties agree to execute a lease of the Premises upon the same
terms and conditions as the Lease between the Lessor and Lessee, which lease
shall cover any unexpired term of the Lease existing prior to such foreclosure,
trustee' sale or conveyance in lieu of foreclosure.

          5.   Lessee from and after the date hereof, in the event of any act or
omission by Lessor which would give Lessee the right, either immediately or
after the lapse of time, to terminate the Lease or to claim a partial or total
eviction or to offset against the rental due under the Lease any amount due
Lessee as a result of a breach by Lessor, will not exercise any such 


                                      -2-




right:  (a) until it has given written notice of such act to Beneficiary; and 
(b) until the same period of time as is given to Lessor under the Lease to 
cure such act or omission shall have elapsed following such giving of notice 
to beneficiary and following the time when Beneficiary shall have become 
entitled under the Deed of Trust to remedy the same.

          6.   Lessor, as landlord under the Lease and trustor under the Deed 
of Trust, agrees for itself and its heirs, successors and assigns, that:  
(a) this Agreement does not (i) constitute a waiver by Beneficiary of any of 
its rights under the Deed of Trust, and/or (ii) in any way release Lessor 
from its obligation to comply with the terms, provisions, conditions, 
covenants, agreements and clauses of the Deed of Trust; (b) the provisions of 
the Deed of Trust remain in full force and effect and must be complied with 
by Lessor; and (c) in the event of a default under the Deed of Trust, Lessee 
may pay all rent and all other sums due under the Lease to beneficiary as 
provided in this Agreement.

          7.   Lessee acknowledges that it has notice that the Lease and the 
rent and all other sums due thereunder have been assigned or are to be 
assigned to Beneficiary as security for the Loan secured by the Deed of 
Trust.  In the event that Beneficiary notifies Lessee in writing of a default 
under the Deed of Trust and demands that Lessee pay its rent and all other 
sums due under the Lease to Beneficiary, Lessee agrees that it will honor 
such demand and pay its rent and all other sums due under the Lease directly 
to the Beneficiary or as otherwise required pursuant to such notice.

          8.   Any provision of this Agreement to the contrary 
notwithstanding, beneficiary shall have no obligation or incur any liability 
with respect to the erection and completion of the building in which the 
Premises are located or for completion of the Premises or any improvements 
for Lessee's use and occupancy.

          9.   Lessee from and after the date hereof shall send a copy of any 
notice or statement under the Lease to Beneficiary at the same time such 
notice or statement is sent to the Lessor under the Lease.

         10.   All notices hereunder shall be deemed to have been duly given if
mailed by United States registered or certified mail, with return receipt
requested, postage prepaid to beneficiary at the following address (or at such
other address as shall be given in writing by Beneficiary to the Lessee) and
shall be deemed complete upon any such mailing:

          THE EQUITABLE LIFE ASSURANCE
               SOCIETY OF THE UNITED STATES
          c/o Equitable Real Estate Management, Inc.
          1 Market Plaza, 1900 Steuart Street Tower
          San Francisco, CA  94105

          Attention:  Senior Vice President

          with a copy to: Mr. Richard Dolson, Senior Vice President
                          EQUITABLE REAL ESTATE INVESTMENT MANAGEMENT, INC.
                          3414 PEACHTREE ROAD NE, SUITE 1405 
                          ATLANTA, GEORGIA  30326-1162

          11.  This Agreement supersedes any inconsistent provisions of the 
Lease.

          12.  Nothing contained in this Agreement shall be construed to 
derogate from or in any way impair or affect the lien and charge or 
provisions of the Deed of Trust, except as specifically set forth herein.

          13.  This Agreement shall inure to the benefit of the parties 
hereto, their successors and permitted assigns; provided however, that in the 
event of the assignment or transfer of the interest of Beneficiary, all 
obligations and liabilities of Beneficiary under this Agreement shall 
terminate, and thereupon all such obligations and liabilities shall be the 
responsibility of the party to whom beneficiary's interest is assigned or 
transferred; and provided 

                                      -3-



further that the interest of Lessee under this Agreement may not be assigned 
or transferred without the prior written consent of Beneficiary.

          14.  Lessee agrees that this Agreement satisfies any condition or
requirement in the Lease relating to the granting of a non-disturbance
agreement.

          15.  This Agreement shall be governed by and construed in accordance
with the laws of the State of California.

          IN WITNESS WHEREOF, the parties have executed this Agreement on the
date and year first set forth above.


NOTICE:   THIS SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT CONTAINS
          A PROVISION WHICH ALLOWS THE PERSON OBLIGATED ON THE LEASE TO OBTAIN 
          A LOAN, A PORTION OF WHICH MAY BE EXPENDED FOR OTHER PURPOSES THAN 
          IMPROVEMENT OF THE PROPERTY.

THE EQUITABLE LIFE ASSURANCE
     SOCIETY OF THE UNITED STATES
     a New York corporation
     "Beneficiary"



By                            
   ------------------------------
Printed
Name:     Richard B. Duffy         
      ---------------------------

Title    Assistant Secretary      
      ---------------------------


TELEDYNE INDUSTRIES, INC.
    a California corporation
    "Lessee"


By                            
   ------------------------------
Printed
Name                               
     ----------------------------

Title                              
      ---------------------------


AIRPORT TECHNOLOGY PARK ASSOCIATES,
     a California general partnership
     "Lessor"

By   Birstaf II,
     a California partnership,
     General Partner

     By                                 
        ------------------------------
        Hudson R. Staffield,
        a general partner of
        Birstaf II


                                      -4-




     By   Birtcher Pacific II
          a California general partnership,
          a general partner of
          Birstaf  II


     By                                 
         ------------------------------------
     Printed
     Name:                         
           ----------------------------------

     Title                              
           ----------------------------------

By  The Equitable Life Assurance
     Society of the United States,
     a New York corporation,
     General Partner


     By                                 
        -------------------------------------
     Printed
     Name           Richard B. Duffy         
          -----------------------------------

     Title          Assistant Secretary      
          -----------------------------------



          IT IS RECOMMENDED THAT PRIOR TO THE EXECUTION OF THIS 
SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT, THE PARTIES CONSULT 
WITH THEIR ATTORNEYS WITH RESPECT THERETO.


                                      -5-





STATE OF            )
                    ) ss.
COUNTY OF           )



     On this ____ day of ____________, in the year 1986, before me, the 
undersigned, a Notary Public in and for said State, personally appeared 
Richard B. Duffy, personally known to me, or proved to me on the basis of 
satisfactory evidence, to be the person who executed the within instrument as 
Assistant Secretary, on behalf of The Equitable Life Assurance Society of the 
United States, a New York corporation, the corporation therein named, and 
acknowledge to me that such corporation executed the within instrument 
pursuant to its by-laws or to a resolution of its board of directors.

     WITNESS my hand and official seal.



                                                                      
                                       ----------------------------------------
                                       NOTARY PUBLIC






STATE OF            )
                    ) ss.
COUNTY OF           )



     On this ____ day of ____________, in the year 1986, before me, the 
undersigned, a Notary Public in and for said State, personally appeared 
______________________, personally known to me, or proved to me on the basis 
of satisfactory evidence, to be the person who executed the within instrument 
as ____________________, on behalf of Teledyne Industries, Inc., a California 
corporation, the corporation therein named, and acknowledge to me that such 
corporation executed the within instrument pursuant to its by-laws or to a 
resolution of its board of directors.

     WITNESS my hand and official seal.





                                   ------------------------------------------
                                   NOTARY PUBLIC







STATE OF            )
                    ) ss.
COUNTY OF           )



     On this ____ day of ____________, in the year 1986, before me, the 
undersigned, a Notary Public in and for said State, personally appeared 
Hudson R. Staffield, personally known to me, or proved to me on the basis of 
satisfactory evidence, to be the person who executed the within instrument as 
a general partner of Birstaf II, a California partnership, and acknowledged 
to me that Birstaf II is a general partner of Airport Technology Park 
Associates, the California general partnership that executed the within 
instrument, and that Birstaf II executed the same as a general partner of 
Airport Technology Park Associates.

     WITNESS my hand and official seal.






                                       ----------------------------------------
                                       NOTARY PUBLIC




STATE OF            )
                    ) ss.
COUNTY OF           )




     On this ____ day of ____________, in the year 1986, before me, the 
undersigned, a Notary Public in and for said State, personally appeared 
___________________, personally known to me, or proved to me on the basis of 
satisfactory evidence, to be the person who executed the within instrument as 
the ______________________ of Birtcher Pacific II, a California general 
partnership, and acknowledged to me that Birtcher Pacific II is a general 
partner of Birstaf II, a California partnership, that Birstaf II is a general 
partner of Airport Technology Park Associates, the California general 
partnership that executed the within instrument, that Birtcher Pacific II 
executed the same as a general partner of Birstaf II, that Birstaf II 
executed the same as a general partner of Airport Technology Park Associates, 
and that Airport Technology Park Associates executed the same.

     WITNESS my hand and official seal.






                                       ----------------------------------------
                                       NOTARY PUBLIC

                                     -2-





STATE OF            )
                    ) ss.
COUNTY OF           )



     On this ____ day of ____________, in the year 1986, before me, the 
undersigned, a Notary Public in and for said State, personally appeared 
Richard B. Duffy, personally known to me, or proved to me on the basis of 
satisfactory evidence, to be the person who executed the within instrument as 
the Assistant Secretary of The Equitable Life Assurance Society of the United 
States, a New York corporation, and acknowledge to me that The Equitable Life 
Assurance Society of the United States is a general partner of Airport 
Technology Park Associates, the California general partnership that executed 
the within instrument, and that The Equitable Life Assurance Society of the 
United States executed the same as a general partner of Airport Technology 
Park Associates.

     WITNESS my hand and official seal.






                                       ----------------------------------------
                                       NOTARY PUBLIC

                                     -3-




                                       LEASE
                                          
                                          
                                   BY AND BETWEEN
                                          
                                          
             THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES,
                                          
                        a New York corporation, as Landlord
                                          
    
                                      
                                        and
                                          
                                          
                                  FMC CORPORATION,
                                          
                                          
                              a Delaware corporation,
                                          
                                          
                                     as Tenant
                                          
                                          
                                        for
                                          
                                          
                                     BUILDING C
                                          
                                          







                                    TABLE OF CONTENTS



ARTICLE 1.  DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . . . .  1

   1.1. Commencement Date. . . . . . . . . . . . . . . . . . . . . . . . . .  1

   1.2. Rent Start Date. . . . . . . . . . . . . . . . . . . . . . . . . . .  1

   1.3. Lease Term . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  1

   1.4. Property . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  1

   1.5. Premises . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  2

   1.6. Permitted Use. . . . . . . . . . . . . . . . . . . . . . . . . . . .  2

   1.7. Tenant's Minimum Liability Insurance Coverage. . . . . . . . . . . .  2

   1.8. Tenant's Allocated Parking Stalls. . . . . . . . . . . . . . . . . .  2

   1.9. Retained Real Estate Brokers . . . . . . . . . . . . . . . . . . . .  2

   1.10. Address for Notices . . . . . . . . . . . . . . . . . . . . . . . .  2

   1.11. Lease . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  2

   1.12. Building A Lease. . . . . . . . . . . . . . . . . . . . . . . . . .  2

   1.13. Tenant's Allocated Share. . . . . . . . . . . . . . . . . . . . . .  2

   1.14. Continuing Tenant Default . . . . . . . . . . . . . . . . . . . . .  3

   1.15. Additional Definitions. . . . . . . . . . . . . . . . . . . . . . .  3



ARTICLE 2.  DEMISE AND ACCEPTANCE. . . . . . . . . . . . . . . . . . . . . .  3

   2.1. Demise of Premises . . . . . . . . . . . . . . . . . . . . . . . . .  3

   2.2. Delivery and Acceptance of Possession. . . . . . . . . . . . . . . .  3

   2.3. Construction of Interior Improvements. . . . . . . . . . . . . . . .  3

   2.4. Options to Extend Lease Term . . . . . . . . . . . . . . . . . . . .  3



ARTICLE 3.  RENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  5

   3.1. Base Monthly Rent. . . . . . . . . . . . . . . . . . . . . . . . . .  5

   3.2. Additional Rent. . . . . . . . . . . . . . . . . . . . . . . . . . .  6

   3.3. Payment of Rent. . . . . . . . . . . . . . . . . . . . . . . . . . .  6

   3.4. Late Charge and Interest on Rent in Default. . . . . . . . . . . . .  6

   

ARTICLE 4.  USE OF PREMISES. . . . . . . . . . . . . . . . . . . . . . . . .  7

   4.1. Limitation on Type . . . . . . . . . . . . . . . . . . . . . . . . .  7

   4.2. Compliance with Laws and Private Restrictions. . . . . . . . . . . .  7

   4.3. Insurance Requirements . . . . . . . . . . . . . . . . . . . . . . .  7

   4.4. Outside Areas. . . . . . . . . . . . . . . . . . . . . . . . . . . .  8

   4.5. Signs. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  8

   4.6. Rules and Regulations. . . . . . . . . . . . . . . . . . . . . . . .  8

   4.7. Parking. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  8


                                      -i-





   4.8. Window Coverings . . . . . . . . . . . . . . . . . . . . . . . . . .  9

   4.9. Outside Sales. . . . . . . . . . . . . . . . . . . . . . . . . . . .  9


ARTICLE 5.  TRADE FIXTURES AND LEASEHOLD IMPROVEMENTS. . . . . . . . . . . .  9

   5.1. Trade Fixtures . . . . . . . . . . . . . . . . . . . . . . . . . . .  9

   5.2. Leasehold Improvements . . . . . . . . . . . . . . . . . . . . . . .  9

   5.3. Alterations Required by Law. . . . . . . . . . . . . . . . . . . . .  10
 
   5.4. Landlord's Improvements. . . . . . . . . . . . . . . . . . . . . . .  11
 
   5.5. Liens. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  11

   5.6. Modifications to the Premises. . . . . . . . . . . . . . . . . . . .  11


ARTICLE 6.  REPAIR AND MAINTENANCE . . . . . . . . . . . . . . . . . . . . .  12

   6.1. Tenant's Obligation to Maintain. . . . . . . . . . . . . . . . . . .  12

   6.2. Landlord's Obligation to Maintain. . . . . . . . . . . . . . . . . .  12

   6.3. Tenant's Obligation to Reimburse . . . . . . . . . . . . . . . . . .  13

   6.4. Common Operating Expenses Defined. . . . . . . . . . . . . . . . . .  13

   6.5. Control of Common Area . . . . . . . . . . . . . . . . . . . . . . .  14

   6.6. Tenant's Negligence. . . . . . . . . . . . . . . . . . . . . . . . .  15


ARTICLE 7.  WASTE DISPOSAL AND UTILITIES . . . . . . . . . . . . . . . . . .  15

   7.1. Waste Disposal . . . . . . . . . . . . . . . . . . . . . . . . . . .  15

   7.2. Hazardous Materials. . . . . . . . . . . . . . . . . . . . . . . . .  15

   7.3. Utilities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  17

   7.4. Compliance with Governmental Regulations . . . . . . . . . . . . . .  17


ARTICLE 8.  REAL PROPERTY TAXES. . . . . . . . . . . . . . . . . . . . . . .  17

   8.1. Real Property Taxes Defined. . . . . . . . . . . . . . . . . . . . .  17

   8.2. Tenant's Obligation to Reimburse . . . . . . . . . . . . . . . . . .  18

   8.3. Taxes on Tenant's Property . . . . . . . . . . . . . . . . . . . . .  19


ARTICLE 9.  INSURANCE. . . . . . . . . . . . . . . . . . . . . . . . . . . .  19

   9.1. Tenant's Insurance . . . . . . . . . . . . . . . . . . . . . . . . .  19

   9.2. Landlord's Insurance . . . . . . . . . . . . . . . . . . . . . . . .  20

   9.3. Tenant's Obligation to Reimburse . . . . . . . . . . . . . . . . . .  20

   9.4. Release and Waiver of Subrogation. . . . . . . . . . . . . . . . . .  20


ARTICLE 10.  LIMITATION ON LANDLORD'S LIABILITY AND INDEMNITY. . . . . . . .  21

   10.1. Limitation on Landlord's Liability. . . . . . . . . . . . . . . . .  21

   10.2. Limitation on Tenant's Recourse . . . . . . . . . . . . . . . . . .  21






   10.3. Indemnification of Landlord . . . . . . . . . . . . . . . . . . . .  21


ARTICLE 11.  DAMAGE TO PREMISES. . . . . . . . . . . . . . . . . . . . . . .  22

   11.1. Landlord's Duty to Restore. . . . . . . . . . . . . . . . . . . . .  22

   11.2. Landlord's Right to Terminate . . . . . . . . . . . . . . . . . . .  22

   11.3. Tenant's Right to Terminate . . . . . . . . . . . . . . . . . . . .  23

   11.4. Abatement of Rent . . . . . . . . . . . . . . . . . . . . . . . . .  23


ARTICLE 12.  CONDEMNATION. . . . . . . . . . . . . . . . . . . . . . . . . .  24

   12.1. Tenant's Termination Right. . . . . . . . . . . . . . . . . . . . .  24

   12.2. Restoration and Abatement of Rent . . . . . . . . . . . . . . . . .  24

   12.3. Temporary Taking. . . . . . . . . . . . . . . . . . . . . . . . . .  24

   12.4. Division of Condemnation Award. . . . . . . . . . . . . . . . . . .  24


ARTICLE 13.  DEFAULT AND REMEDIES. . . . . . . . . . . . . . . . . . . . . .  25

   13.1. Events of Tenant's Default. . . . . . . . . . . . . . . . . . . . .  25

   13.2. Landlord's Remedies . . . . . . . . . . . . . . . . . . . . . . . .  26

   13.3. Waiver by Tenant of Certain Remedies. . . . . . . . . . . . . . . .  27

   13.4. Waiver. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  27

   13.5. Limitation on Exercise of Rights. . . . . . . . . . . . . . . . . .  27


ARTICLE 14.  ASSIGNMENT AND SUBLETTING . . . . . . . . . . . . . . . . . . .  27

   14.1. By Tenant . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  27

   14.2. By Landlord . . . . . . . . . . . . . . . . . . . . . . . . . . . .  29


ARTICLE 15.  GENERAL PROVISIONS. . . . . . . . . . . . . . . . . . . . . . .  30

   15.1. Landlord's Right to Enter . . . . . . . . . . . . . . . . . . . . .  30

   15.2. Surrender of the Premises . . . . . . . . . . . . . . . . . . . . .  30

   15.3. Holding Over  . . . . . . . . . . . . . . . . . . . . . . . . . . .  30

   15.4. Subordination . . . . . . . . . . . . . . . . . . . . . . . . . . .  31

   15.5. Tenant's Attornment . . . . . . . . . . . . . . . . . . . . . . . .  31

   15.6. Mortgagee Protection  . . . . . . . . . . . . . . . . . . . . . . .  31

   15.7. Estoppel Certificates and Financial Statements  . . . . . . . . . .  31

   15.8. Force Majeure . . . . . . . . . . . . . . . . . . . . . . . . . . .  32

   15.9. Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  32

   15.10. Obligation to Act Reasonably . . . . . . . . . . . . . . . . . . .  32

   15.11. Corporate Authority  . . . . . . . . . . . . . . . . . . . . . . .  32

   15.12. Additional Definitions . . . . . . . . . . . . . . . . . . . . . .  32

   15.13. Miscellaneous  . . . . . . . . . . . . . . . . . . . . . . . . . .  33




   15.14. Termination by Exercise of Right . . . . . . . . . . . . . . . . .  33

   15.15. Brokerage Commissions  . . . . . . . . . . . . . . . . . . . . . .  34

   15.16. Entire Agreement . . . . . . . . . . . . . . . . . . . . . . . . .  34

   15.17. Right of First Offer to Lease  . . . . . . . . . . . . . . . . . .  34


SCHEDULE OF EXHIBITS

EXHIBIT A - SITE PLAN OF PROPERTY
EXHIBIT B - APPROVED PLANS FOR INTERIOR IMPROVEMENTS
EXHIBIT C - INTERIOR IMPROVEMENT AGREEMENT
EXHIBIT D - FORM OF SUBORDINATION AGREEMENT










                                        LEASE

                                     (Building C)

     THIS LEASE, dated June 1, 1989 for reference purposes only, is made by 
and between THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES, a New 
York corporation ("Landlord"), and FMC CORPORATION, a Delaware corporation 
("Tenant").

                                   ARTICLE 1.

                                  DEFINITIONS

     1.1.  COMMENCEMENT DATE: The term "Commencement Date" shall mean the 
date the last signatory to this Lease whose execution is required to make it 
binding on Landlord and Tenant shall have executed this Lease.

     1.2.  RENT START DATE: The term "Rent Start Date" shall mean November 1, 
1989; provided, however, that if the Interior Improvements to be constructed 
pursuant to the Interior Improvement Agreement attached as EXHIBIT "C" are 
not "Substantially Completed" (as defined in EXHIBIT "C") by November 1, 1989 
because of delays in construction resulting from "Force Majeure" (as defined 
in this paragraph 1.2), then the Rent Start Date shall be extended for one 
day for each such day of delay experienced by Tenant in constructing the 
Interior Improvements pursuant to EXHIBIT "C".  For purposes of this 
paragraph, the following shall apply:

           A. The term "Force Majeure" shall mean (i) any material default by 
Landlord of its obligations under this Lease which delays construction; (ii) 
strikes, labor disputes or work stoppages which are not directed solely at 
the construction of the Interior Improvements or only because of job 
conditions at the Premises but which also affect other construction projects; 
(iii) damage to the Interior Improvements or the Premises caused by fire, 
earthquake, vandalism or other peril; and (iv) civil commotion, civil unrest, 
or acts of war.  The term "Force Majeure" shall not include any of the 
following:  (i) delays caused by the Prime Contractor or any subcontractor, 
including delays resulting from contractor default; (ii) inability to obtain 
labor, materials, equipment, or reasonable substitutes therefor when ordered; 
or (iii) inability to obtain any governmental approval required in connection 
with the construction of the Interior Improvements.

           B. Tenant shall notify Landlord promptly of the occurrence of any 
event of Force Majeure.  If Tenant does not notify Landlord in writing of the 
occurrence of an event of Force Majeure within five (5) days after such event 
has commenced to occur, then the Rent Start Date shall only be extended by 
the amount of delay that occurs after Tenant actually gives written notice to 
Landlord of the occurrence of the event of Force Majeure in question.

     1.3.  LEASE TERM: The Lease Term shall commence on the Commencement Date 
and shall continue until the tenth (10th) anniversary of the Rent Start Date 
(unless the Lease Term is extended pursuant to paragraph 2.4 hereof).

     1.4.  PROPERTY: The term "Property" shall mean that real property shown 
on the site plan attached hereto as EXHIBIT "A" and all improvements now or 
hereafter located thereon, including, without limitation, the five (5) 
buildings presently located thereon, including, without limitation, the five 
(5) buildings presently located thereon, the aggregate gross leasable area of 
which is approximately 295,271 square feet (the "Property Gross Leasable 
Area"), allocated among the five buildings as shown on the attached EXHIBIT 
"A"; provided, however, that Landlord may change the boundaries and 
composition of the Property by removing or adding land and/or buildings and 
thereafter the term "Property" shall refer to such real property so enlarged 
or reduced and the amount of the "Property Gross Leasable Area" shall be 
appropriately adjusted.



     1.5.  PREMISES: The term "Premises" shall mean the building structure 
situated on the Property commonly known as Building C of Airport Technology 
Park, 2830 De La Cruz Boulevard, Santa Clara, California, containing 
approximately 86,785 square feet of gross leasable area (the "Premises Gross 
Leasable Area") located as shown on EXHIBIT "A".  Landlord and Tenant agree 
that (i) all measurements of gross leasable area contained in this Lease are 
conclusively agreed to be correct and binding upon the parties, even if a 
subsequent measurement of any one of these areas determines that it is more 
or less than the amount of area reflected in this Lease; and (ii) any such 
subsequent determination that the area is more or less than shown in this 
Lease shall not result in a change in any of the computations of rent, 
improvement allowances, or other matters described in this Lease where gross 
leasable area is a factor.

     1.6.  PERMITTED USE: The term "Permitted Use" shall mean the use of the 
Premises for (i) research and development, production, sales, and general 
administrative offices and other legal uses incidental thereto, and (ii) any 
other legal use first approved in writing by Landlord.

     1.7.  TENANT'S MINIMUM LIABILITY INSURANCE COVERAGE: The term "Tenant's 
Minimum Liability Insurance Coverage" shall mean Two Million Five Hundred 
Thousand Dollars ($2,500,000).

     1.8.  TENANT'S ALLOCATED PARKING STALLS: The term "Tenant's Allocated 
Parking Stalls" shall mean 347 parking stalls for the non-exclusive use of 
Tenant, subject to reduction as set forth in paragraph 5.6A. Notwithstanding 
the foregoing, or any other provision of this Lease, the parties acknowledge 
that although Tenant is allocated a combined total of 620 parking spaces 
pursuant to this Lease and the Building A Lease, after a restripping of the 
parking areas on the Property to increase to 1,155 the number of spaces 
available, only a total of 603 spaces shall be available for Tenant's use.  
In this regard the parties agree that the total number of parking spaces 
allocated for Tenant's use under this Lease and under the Building A Lease 
shall be reduced by 17; such spaces shall be proportionately allocated 
between the Premises and the premises leased pursuant to the Building A 
Lease.  Landlord agrees, at the written request of Tenant, to construct at 
Landlord's expense 17 additional parking spaces on the Property, if Landlord 
can do so at a reasonable cost by relocating or removing landscaped area or 
driveways, and the construction of such additional parking spaces is 
permitted by all applicable Laws.

     1.9.  RETAINED REAL ESTATE BROKERS: The term "Retained Real Estate 
Brokers" shall mean LaSalle Partners Limited and J.R. Parrish, Inc.

     1.10. ADDRESS FOR NOTICES: The term "Address for Notices" shall mean the 
following:

           A. In the case of Landlord, such term shall mean The Equitable 
Life Assurance Society of the United States, One Market Plaza, 1900 Steuart 
Tower, San Francisco, California  94105, Attention:  Property Management 
Department.

           B. In the case of Tenant, such term shall mean (i) before the 
Commencement Date, its present address which is 881 Martin Avenue, Box 58123, 
Santa Clara, California  95052; and (ii) after the Commencement Date, the 
address of the Premises which is 2830 De La Cruz Boulevard, Santa Clara, 
California  95050.

     1.11. LEASE: The term "Lease" shall mean this printed lease, Exhibits 
"A" (site plan), "B" (Approved Plans for Interior Improvements), "C" 
(Interior Improvement Agreement), "D" (form of subordination agreement), all 
of which are attached hereto and incorporated herein by this reference.

     1.12. BUILDING A LEASE: The term "Building A Lease" shall mean that 
lease dated as of June 1, 1989 between Landlord and Tenant, pursuant to which 
Tenant leases from Landlord that certain building identified as Building A on 
the site plan attached hereto as EXHIBIT "A" and which contains approximately 
68,708 square feet, the address of which is 2890 De La Cruz Boulevard, Santa 
Clara, California.

     1.13. TENANT'S ALLOCATED SHARE: The term "Tenant's Allocated Share" 
shall mean one hundred percent (100%).

                                     -2-



     1.14. CONTINUING TENANT DEFAULT: A "Continuing Tenant Default" shall be 
deemed to exist when an "Event of Tenant's Default" (as defined in paragraph 
13.1) has occurred, and the underlying default or breach by Tenant of its 
obligations which resulted in such Event of Tenant's Default has not been 
completely cured.

     1.15. ADDITIONAL DEFINITIONS: As used in this Lease or any addendum or 
amendment thereto, the following terms shall have the meanings set forth in 
paragraph 15.12: "Agreed Interest Rate", "Common Area", "Law", "Leasehold 
Improvements", "Lender", "Private Restrictions" and "Trade Fixtures".

                                 ARTICLE 2.

                           DEMISE AND ACCEPTANCE

     2.1.  DEMISE OF PREMISES: Landlord hereby leases to Tenant, and Tenant 
leases from Landlord, for the Lease Term upon the terms and conditions of 
this Lease, the Premises together with (i) the non-exclusive right to use no 
more than the number of Tenant's Allocated Parking Stalls within the Common 
Area (subject to the limitations set forth in paragraph 4.7), and (ii) the 
non-exclusive right to use the Common Area for ingress to and egress from the 
Premises.  Tenant's lease of the Premises shall be subject to (i) all Laws, 
(ii) all Private Restrictions, easements, and other matters of public record, 
and (iii) the reasonable and non-discriminatory rules and regulations from 
time to time promulgated by Landlord pursuant to paragraph 4.6.

     2.2.  DELIVERY AND ACCEPTANCE OF POSSESSION: Landlord shall deliver to 
Tenant possession of the Premises on the Commencement Date in their presently 
existing condition, broom clean.  Tenant shall accept possession of the 
Premises in its presently existing condition, "as-is" (except for latent 
defects in the structural elements of the Premises), acknowledging that (i) 
Tenant intends to do substantial renovation work and construct completely new 
interior improvements pursuant to paragraph 2.3 hereof and the Interior 
Improvement Agreement attached as EXHIBIT "C", and (ii) Landlord is obligated 
to make certain repairs as set forth in the Interior Improvement Agreement.

     2.3.  CONSTRUCTION OF INTERIOR IMPROVEMENTS: Tenant shall construct 
certain improvements for Tenant's use in the Premises pursuant to the terms 
of the Interior Improvement Agreement executed concurrently with this Lease 
by Landlord and Tenant and attached hereto as EXHIBIT "C".

     2.4.  OPTIONS TO EXTEND LEASE TERM: Landlord hereby grants to Tenant two 
(2) options (each referred to as the "Option") to extend the Lease Term each 
for a five (5) year period (the "Option Term"), on the following terms and 
conditions:

           A. Tenant must give Landlord notice in writing of its exercise of 
the Option before the later to occur of (i) the two hundred fortieth (240th) 
day before the date the initial Lease Term (or then extended Lease Term as 
the case may be) would end but for said exercise, or (ii) the seventh (7th) 
day following the establishment of the fair market rent for the Premises by 
appraisal pursuant to subparagraph 2.4F if such appraisal process is 
commenced pursuant to subparagraphs 2.4E and 2.4F.

           B. Tenant may not exercise the Option at any time that either of 
the following is true:  (i) a Continuing Tenant Default exists under this 
Lease (unless caused by a subtenant of the  original Tenant under this Lease 
and such original Tenant is using reasonable efforts to cause such default to 
be cured) or (ii) a Continuing Tenant Default exists under the Building A 
Lease (unless caused by a subtenant or assignee of the original Tenant under 
this Lease and such original Tenant is using reasonable efforts to cause such 
default to be cured) and the same person or entity is the owner of record of 
both the Premises and the real property leased pursuant to the Building A 
Lease.

                                     -3-



           C. All the terms and conditions of this Lease shall apply during 
the Option Term, except that the Base Monthly Rent for the Option Term shall 
be determined as provided in subparagraph 2.4D below.

           D. The Base Monthly Rent for the Option Term with respect to the 
Premises shall be the ninety-five percent (95%) of the fair market rent for 
the Premises for the Option Term on the terms contained in this Lease as of 
the commencement of the Option Term, determined pursuant to subparagraphs 
2.4E and 2.4F.  For purposes of this Lease, the term "fair market rent for 
the Premises" shall mean the projected going market rent for the Premises as 
of the commencement of the Option Term in question, including a provision for 
periodic increases of such rent during the Option Term (which increases shall 
be established as part of such fair market rent), taking into account the 
value of all improvements in the Premises, regardless of whether made by 
Landlord or Tenant (except for those Leasehold Improvements that Tenant has 
the right to remove at the expiration of the Lease Term).

           E. Tenant may not exercise the Option in question unless Tenant 
has delivered to Landlord a written request (a "Rent Quote Request") that 
Landlord state in writing Landlord's opinion of the fair market rent for the 
Premises for the upcoming Option Term in question, which Rent Quote Request 
may only be delivered and shall only be effective if delivered (i) no sooner 
than fifteen (15) months before the expiration of the Lease Term, and (ii) no 
later than thirteen (13) months prior to the expiration of the Lease Term.  
After receipt of a Rent Quote Request and no later than twelve (12) months 
prior to the expiration of the Lease Term, Landlord shall deliver to Tenant a 
written statement setting forth Landlord's opinion of the fair market rent 
for the Premises for the Option Term in question (a "Landlord's Rent Quote"). 
For a period of thirty (30) days following delivery to Tenant of Landlord's 
Rent Quote (the "Negotiation Period"), Landlord and Tenant shall confer to 
attempt to reach agreement upon the fair market rent for the Premises for the 
Option Term in question.  If Landlord and Tenant are unable to reach 
agreement in writing within the Negotiation Period, for purposes of 
establishing the Base Monthly Rent for the Option Term in question, the fair 
market rent for the Premises shall be deemed to be the amount stated in 
Landlord's Rent Quote unless Tenant delivers to Landlord during the 
Negotiation Period a written notice which states the following:  (i) Tenant 
requires that the fair market rent for the Premises for the Option Term in 
question be established by the appraisal process described in subparagraph 
2.4F; and (ii) the name, address, and qualifications of the appraiser 
selected by Tenant for purposes of the appraisal process described in 
subparagraph 2.4F ("Tenant's Appraisal Demand").  If Tenant so timely 
delivers to Landlord a Tenant's Appraisal Demand, the Base Monthly Rent for 
the Option Term in question shall be established based on the result of the 
appraisal process described in subparagraph 2.4F.

           F. If Tenant delivers to Landlord a Tenant's Appraisal Demand 
during the Negotiation Period, then the fair market rent for the Premises 
shall be determined by three (3) real estate appraisers, all of whom shall be 
members of the American Institute of Real Estate Appraisers with not less 
than five (5) years experience appraising real property (other than 
residential or agricultural property) located in Santa Clara County, 
California, in accordance with the following procedures:

              (1) One of the appraisers shall be the appraiser identified in 
Tenant's Appraisal Demand.  Within ten (10) days of receipt of Tenant's 
Appraisal Demand, Landlord shall select its appraiser and notify Tenant, in 
writing, of the name, address and qualifications of an appraiser selected by 
it.  Failure by Landlord to select a qualified appraiser within said ten (10) 
day period shall be deemed a waiver of its right to select a second appraiser 
on its own behalf and Tenant shall select a second appraiser on behalf of 
Landlord within five (5) days after the expiration of said ten (10) day 
period.  Within ten (10) days from the date the second appraiser shall have 
been appointed, the two (2) appraisers selected by the parties shall appoint 
a third appraiser.  If the two appraisers fail to select a third qualified 
appraiser, the third appraiser shall be selected by the American Arbitration 
Association at the request of either party or, if there is then no American 
Arbitration Association or if it refuses to perform this function, then at 
the request of either Landlord or Tenant, the third appraiser shall be 
appointed by the then Presiding Judge of the Superior Court of the State of 
California for the County of Santa Clara.

              (2) The three (3) appraisers so selected shall meet in San 
Jose, 

                                     -4-



California, not later than twenty (20) days following the selection of the 
third appraiser.  At said meeting the appraisers shall attempt to determine 
the fair market rent for the Premises for the Option Term in question.

              (3) If the appraisers are unable to complete their 
determinations in one meeting, they may continue to consult at such times as 
they deem necessary for a fifteen (15) day period from the date of their 
first meeting, in an attempt to have at least two (2) of them agree.  If, at 
the initial meeting or at any time during said fifteen (15) day period, two 
(2) or more of the appraisers agree on the fair market rent for the Premises, 
such agreement shall be determinative and binding on the parties hereto, and 
the agreeing appraisers shall, in simple letter form executed by the agreeing 
appraisers, forthwith notify both Landlord and Tenant of the amount set by 
such agreement.

              (4) If two (2) or more appraisers do not agree within said 
fifteen (15) day period as set forth above, then each appraiser shall, within 
five (5) days after the expiration of said fifteen (15) day period, submit 
his independent appraisal in simple letter form to Landlord and Tenant 
stating his determination of the fair market rent for the Premises for the 
Option Term in question. Landlord and Tenant shall then determine the fair 
market rent for the Premises for the Option Term by determining the average 
of the fair market rent set by each of the appraisers; provided, however, if 
the lowest appraisal is less than eighty-five percent (85%) of the middle 
appraisal then such lowest appraisal shall be disregarded, and/or if the 
highest appraisal is greater than one hundred fifteen percent (115%) of the 
middle appraisal then such highest appraisal shall be disregarded.  If any 
appraisal is disregarded, then the average shall be determined by computing 
the average set by the other appraisals that have not been disregarded.  For 
purposes of determining the relative amount of the appraisals to implement 
the provisions of this subparagraph requiring that an appraisal be 
disregarded if it is too high or too low, the amount of an appraisal that 
calls for periodic rent increases based upon an index (E.G., the Consumer 
Price Index) shall be determined by assuming that such index will increase at 
the same average annual rate during the option period in question that such 
index increased on an average annual basis during the five (5) year period 
preceding the commencement of the option period in question.

              (5) Each party shall bear the fees and expenses of the 
appraisers selected by or for it, and the fees and expenses of the third 
appraiser shall be borne fifty percent (50%) by Landlord and fifty percent 
(50%) by Tenant.

                               ARTICLE 3.

                                 RENT

     3.1.  BASE MONTHLY RENT: Commencing on the Rent Start Date and 
continuing thereafter throughout the initial Lease Term, Tenant shall pay to 
Landlord a monthly rent (which rent is referred to as the "Base Monthly 
Rent"), which shall be the following:

           A. No Base Monthly Rent shall be payable for the period beginning 
on the Rent Start Date and ending on the last day of the sixth (6th) month of 
the Lease Term.

           B. The Base Monthly Rent for the period beginning on the first day 
of the seventh (7th) month of the Lease Term and ending on the last day of 
the twenty-fourth (24th) month of the Lease Term is Sixty-Thousand Seven 
Hundred Fifty Dollars ($60,750) (I.E., $0.70 per square foot per month).

           C. The Base Monthly Rent for the period beginning on the first day 
of the twenty-fifth (25th) month of the Lease Term and ending on the last day 
of the forty-eighth (48th) month of the Lease Term is Seventy-Three Thousand 
Seven Hundred Sixty-Seven Dollars ($73,767) (I.E., $0.85 per square foot per 
month).

           D. The Base Monthly Rent for the period beginning on the first day 
of the forty-ninth (49th) month of the Lease Term and ending on the last day 
of the seventy-second 

                                     -5-



(72nd) month of the Lease Term is Seventy-Eight Thousand One Hundred Six 
Dollars ($78,106) (I.E., $0.90 per square foot per month).

           E. The Base Monthly Rent for the period beginning on the first day 
of the seventy-third (73rd) month of the Lease Term and ending on the last 
day of the one hundred twentieth (120th) month of the Lease Term is 
Eighty-Two Thousand Four Hundred Forty-Six Dollars ($82,446) (I.E., $0.95 per 
square foot per month).

           F. For purposes of applying the provisions of this paragraph 3.1, 
the term "month of the Lease Term" shall mean that period which begins on 
that day of the calendar month in question which corresponds to the Rent 
Start Date and which continues for thirty (30) or thirty-one (31) days until 
the day of the next calendar month which precedes the day in that calendar 
month which corresponds to the Rent Start Date.  By way of example only, if 
it is assumed that the Rent Start Date is September 15, 1989, then for 
purposes of this paragraph 3.1 (i) the first month of the Lease Term would 
commence September 15 and end on October 14, 1989; and (ii) the seventh (7th) 
month of the Lease Term would commence on March 15 and end on April 14, 1990.

     3.2.  ADDITIONAL RENT: Commencing on the Rent Start Date and continuing 
thereafter throughout the Lease Term, Tenant shall pay, as additional rent 
(the "Additional Rent"), (i) Tenant's share of Common Operating Expenses as 
required by paragraph 6.3, (ii) Tenant's share of Real Property Taxes as 
required by paragraph 8.2, (iii) Landlord's share of the net consideration 
received by Tenant upon certain assignments and sublettings as required by 
paragraph 14.1, (iv) any late charges or interest due Landlord pursuant to 
paragraph 3.4, (v) Tenant's share of the amortized cost of certain additional 
improvements as provided in paragraph 5.4, and (vi) any other charges due 
Landlord pursuant to this Lease.

     3.3.  PAYMENT OF RENT: All rent required to be paid in monthly 
installments shall be paid in advance on the first day of each calendar month 
during the Lease Term.  All rent shall be paid in lawful money of the United 
States, without any abatement, deduction or offset whatsoever (except as 
permitted by paragraphs 11.4 and 12.2), and without any prior demand 
therefor, to Landlord at its address set forth above or at such other place 
as Landlord may designate from time to time.  Tenant's obligation to pay rent 
shall be prorated as of the Rent Start Date and at expiration or earlier 
termination of the Lease Term such that Tenant shall not be required to pay 
Base Monthly Rent or Additional Rent for any period preceding the Rent Start 
Date or following the expiration or earlier termination of the Lease Term 
(except in the case of a termination of this Lease as a result of an Event of 
Tenant's Default).

     3.4.  LATE CHARGE AND INTEREST ON RENT IN DEFAULT: Tenant acknowledges 
that the late payment by Tenant of any monthly installment of Base Monthly 
Rent or any Additional Rent will cause Landlord to incur certain costs and 
expenses not contemplated under this Lease, the exact amount of which are 
extremely difficult or impractical to fix.  Such costs and expenses will 
include, without limitation, administration and collection costs and 
processing and accounting expenses.  Therefore, if any such Base Monthly Rent 
or Additional Rent is not received by Landlord from Tenant within five (5) 
days after Landlord delivers written notice to Tenant that such amount is 
delinquent, Tenant shall immediately pay to Landlord a late charge equal to 
five percent (5%) of such delinquent rent.  Landlord and Tenant agree that 
this late charge represents a reasonable estimate of such costs and expenses 
and is fair compensation to Landlord for its loss suffered by Tenant's 
failure to make timely payment.  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 rent or prevent Landlord from exercising any right or 
remedy available to Landlord upon Tenant's failure to pay any rent due under 
this Lease in a timely fashion, including the right to terminate this Lease.  
If any rent remains delinquent for a period in excess of thirty (30) days 
after Landlord delivers written notice to Tenant that such amount is 
delinquent, in addition to such late charge, Tenant shall pay to Landlord 
interest on any rent that is not paid when due at the Agreed Interest Rate 
following the date such amount became due until paid.

                                     -6-



                                  ARTICLE 4.

                               USE OF PREMISES

     4.1.  LIMITATION ON TYPE: Tenant shall use the Premises solely for the 
Permitted Use (as described in paragraph 1.6).  Tenant shall not do or permit 
anything to be done in or about the Premises or Common Area which will (i) 
interfere with the rights of other occupants of the Property, (ii) cause 
structural damage to the Premises and Tenant fails to promptly commence and 
diligently pursue to completion the repair of such damage, or (iii) cause 
damage to any part of the Premises or Property except to the extent 
reasonably necessary for the installation of Tenant's equipment and trade 
fixtures and Tenant fails to promptly commence and diligently pursue to 
completion the repair of such damage.  Tenant shall not operate any equipment 
within the Premises which will (i) injure, vibrate or shake the Premises, 
(ii) overload existing electrical systems or other mechanical equipment 
servicing the Premises, or (iii) impair the efficient operation of the 
sprinkler system or the heating, ventilating or air conditioning ("HVAC") 
equipment servicing the Premises, or (iv) damage, overload or corrode the 
sanitary sewer system.  Tenant shall not attach, hang or suspend anything 
from the ceiling, roof, walls or columns of the Premises or set any load on 
the floor in excess of approved structural limits as defined by Landlord's 
architect.  Any dust, fumes, or waste products generated by Tenant's use of 
the Premises shall be contained and disposed so that they do not (i) create a 
fire or health hazard, (ii) damage the Premises, or (iii) interfere with the 
businesses of other tenants of the Property.  All noise or odors generated by 
Tenant's use of the Premises shall be contained or muffled so that they do 
not interfere with the businesses of other tenants of the Property. Tenant 
shall not (i) change the exterior of the Premises (subject to Tenant's right 
to install signs pursuant to paragraph 4.5), or (ii) install any equipment or 
antennas on or make any penetrations of the exterior or roof of the Premises 
without the prior written consent of Landlord.  Tenant shall not commit nor 
permit to be committed any waste in or about the Premises, and Tenant shall 
keep the Premises in a neat, clean, attractive and orderly condition, free of 
any objectionable noises, odors, dust or nuisances which may disturb the 
quiet enjoyment of other tenants or occupants of the Property.  
Notwithstanding the foregoing restrictions, the parties agree as follows:

           A. Tenant may bring military fighting vehicles onto the first 
floor of the Premises so long as (i) Tenant puts into place such reinforcing 
as is reasonably necessary to upgrade the floor load capacity so that it will 
accept such fighting vehicles; and (ii) Tenant repairs any damage to the 
Premises caused by the entry of such vehicles.

           B. Tenant may install antennas, radio "dishes" or other electronic 
equipment reasonably necessary for the conduct of Tenant's business upon the 
roof of the Premises so long as (i) such installations are done in compliance 
with all Laws and Private Restrictions; (ii) such installations are 
accomplished in a manner which does not compromise the watertight integrity 
of the roof; (iii) all damage to the Premises caused by such installation is 
repaired by Tenant; and (iv) any such equipment is properly and effectively 
screened from view in a manner reasonably acceptable to Landlord.

           C. In the event Tenant desires to operate equipment within the 
Premises that will or may overload existing mechanical, electrical, or other 
systems, Tenant may do so only if it first installs, at its sole cost, all 
necessary modifications, repairs or upgrades of existing systems so that such 
equipment may be operated without overloading such systems as so modified by 
Tenant.

     4.2.  COMPLIANCE WITH LAWS AND PRIVATE RESTRICTIONS: Tenant shall not 
use or permit any person to use the Premises in any manner which violates any 
Laws or Private Restrictions.  Tenant shall abide by and promptly observe and 
comply with all Laws and Private Restrictions and shall indemnify and hold 
Landlord harmless from any liability resulting from Tenant's failure to do so.

     4.3.  INSURANCE REQUIREMENTS: Tenant shall not use or permit any person 
to use the Premises or Common Area in any manner which will cause a 
cancellation of any insurance policy covering the Premises.  Tenant shall not 
sell, or permit to be kept, used, or sold in or about 

                                     -7-



the Premises any article which may be prohibited by the standard form of fire 
insurance policy; provided, however, that Tenant may bring military fighting 
vehicles onto the first floor of the Premises as permitted pursuant to 
subparagraph 4.1A.  Tenant shall comply with all reasonable requirements of 
any insurance company, insurance underwriter, or Board of Fire Underwriters 
which are necessary to maintain, at reasonable rates, the insurance coverage 
carried by Landlord pursuant to this Lease.

     4.4.  OUTSIDE AREAS: No materials, supplies, storage tanks or 
containers, equipment, finished products or semi-finished products, raw 
materials, inoperable vehicles or articles of any nature shall be stored upon 
or permitted to remain outside of the Premises except in fully fenced and 
screened areas outside the Premises which have been designed for such purpose 
and have been approved in writing by Landlord for such use by Tenant; 
provided, however, that Tenant may bring military fighting vehicles onto the 
first floor of the Premises as permitted pursuant to subparagraph 4.1A.

     4.5.  SIGNS: Tenant shall not place on any portion of the Premises or 
the Property any sign, placard, lettering in or on windows, banner, displays 
or other advertising or communicative material which is visible from the 
exterior of the Premises without the prior written approval of Landlord. All 
such approved signs shall strictly conform to all Laws and Private 
Restrictions and shall be installed at the expense of Tenant.  If Landlord so 
elects, Tenant shall, at the expiration or sooner termination of this Lease, 
remove all signs installed by it and repair any damage caused by such 
removal. Tenant shall at all times maintain such signs in good condition and 
repair. Upon Tenant's written request and at Tenant's cost and expense, 
Landlord shall remove both of the Airport Technology Park monument signs 
located on De La Cruz Boulevard.  Subject to Landlord's prior written 
approval of Tenant's specific design plan, (i) Tenant shall have the right to 
install a monument sign at the entrance to the Premises, and at the two 
entrances to Airport Technology Park, and (ii) Tenant shall have the right to 
install signs on the exterior of the Premises.  Approved signs installed by 
Tenant may be illuminated in compliance with the provisions of applicable 
laws and Private Restrictions.

     4.6.  RULES AND REGULATIONS: Landlord may from time to time promulgate 
reasonable and nondiscriminatory rules and regulations applicable to all 
occupants of the Property for the care and orderly management of the Property 
and the safety of its tenants and invitees.  Such rules and regulations shall 
be binding upon Tenant upon delivery of a copy thereof to Tenant, and Tenant 
agrees to abide by such rules and regulations.  If there is a conflict 
between the rules and regulations and any of the provisions of this Lease, 
the provisions of this Lease shall prevail.  Landlord shall not be 
responsible for the violation by any other tenant of the Property of any such 
rules and regulations.

     4.7.  PARKING: Tenant is allocated and shall have the non-exclusive 
right to use (without charge in addition to the Base Monthly Rent) no more 
than the number of parking spaces contained within the Property described in 
paragraph 2.1 for its use and the use of its employees and invitees, the 
location of which may be designated from time to time by Landlord but shall 
be on the Property and within reasonable proximity to the Premises.  Tenant 
shall not at any time use or permit its employees or invitees to use more 
parking spaces than the number so allocated to Tenant or to park or permit 
the parking of its vehicles or the vehicles of others in any portion of the 
Property not designated by Landlord as a non-exclusive parking area.  
Landlord shall not oversubscribe the parking within the Property, and shall 
assure that the total number of spaces committed to the non-exclusive use of 
all tenants of the Property shall not exceed the total number of spaces 
within the Common Area.  Of the parking spaces allotted to Tenant pursuant to 
paragraph 2.1, Tenant shall have the right to designate a reasonable number 
of such spaces as reserved spaces for its executives, which shall not exceed 
ten percent (10%) of the total of spaces and which shall be in immediate 
proximity to the Premises.  In the event Tenant elects to install a patio as 
set forth in subparagraph 5.6A, the number of parking spaces allocated to 
Tenant shall be reduced based upon the square footage of said patio, which at 
the time this Lease is executed is anticipated to be a reduction in eight (8) 
parking spaces.  If Landlord grants to any other tenant the exclusive right 
to use any particular parking space(s), neither Tenant nor its employees or 
invitees shall use such spaces.  Within ten (10) business days after written 
request therefor from Landlord, Tenant shall furnish Landlord with a list of 
its and its employees vehicle license numbers and Tenant shall thereafter 
notify Landlord of any change in such list within five (5) 

                                     -8-



days after each such change occurs.  Tenant shall have the right, at Tenant's 
option, to provide its employees with stickers or other identification 
markers or tags to be affixed to or on the employees' automobiles or other 
vehicles, evidencing the right of such employees to use the parking area.  
Such stickers shall be subject to prior review and approval by Landlord, 
which shall not be unreasonably withheld or delayed.  Tenant shall furnish to 
Landlord a list of identifying numbers for the stickers distributed from time 
to time by Tenant to its employees.  If Tenant elects to use such stickers as 
provided herein, Tenant shall not be obligated to furnish Landlord with a 
list of vehicle license numbers for its employees, for as long as Tenant 
maintains such sticker system of identification.  Landlord reserves the 
right, after having given Tenant reasonable notice, to have any vehicles 
owned by Tenant or its employees or invitees utilizing parking spaces in 
excess of the parking spaces allowed by Tenant's use to be towed away at 
Tenant's cost.  All trucks and delivery vehicles shall be (i) parked at the 
rear of the Premises, (ii) loaded and unloaded in a manner which does not 
interfere with the businesses of other occupants of the Property, and (iii) 
permitted to remain on the Property only so long as is reasonably necessary 
to complete loading and unloading.  In the event Landlord elects or is 
required by any Law to limit or control parking in the Property, whether by 
validation of parking tickets or any other method of assessment, Tenant 
agrees to participate in such validation or assessment program under such 
reasonable rules and regulations as are from time to time established by 
Landlord, so long as such participation does not result in any increase in 
costs to Tenant.

     4.8.  WINDOW COVERINGS: To the extent Tenant elects to use window 
coverings visible from the exterior of the Premises, Tenant shall use the 
same window covering to cover all windows Tenant so elects to cover in the 
Premises to maintain a consistent and uniform exterior appearance.

     4.9.  OUTSIDE SALES: Tenant shall not conduct or permit to be conducted 
on any portion of the Common Area any sale of any kind, including (i) any 
public or private auction, fire sale, going-out-of-business sale, distress 
sale or other liquidation sale, or (ii) any so-called "flea market", open-air 
market or any other similar activity.  Notwithstanding the foregoing, Tenant 
shall be allowed to conduct occasional sales outside of the Premises on that 
part of the Common Area that is in close proximity to the Premises so long as 
each of the following conditions is satisfied with respect to each such sale: 
(i) Landlord is given at least two (2) business days prior written notice of 
the date of any such sale; (ii) such sale does not violate any Laws; (iii) 
such sale is conducted in a manner that does not interfere with the rights of 
other occupants of the Property; (iv) Tenant provides all necessary security, 
cleans up all debris and repairs any damage caused by such sale; and (v) the 
purpose of such sale is to permit employees of Tenant to purchase or to 
receive free of charge property of Tenant.

                               ARTICLE 5.

                TRADE FIXTURES AND LEASEHOLD IMPROVEMENTS

     5.1.  TRADE FIXTURES: Throughout the Lease Term, Tenant shall provide, 
install, and maintain in good condition all Trade Fixtures required in the 
conduct of its business in the Premises.  All Trade Fixtures shall remain 
Tenant's property.

     5.2.  LEASEHOLD IMPROVEMENTS: The following provisions govern Leasehold 
Improvements constructed by Tenant:

           A. Tenant shall not construct any Leasehold Improvements or 
otherwise alter the Premises without Landlord's prior approval if such action 
results in the demolition, removal, or material alteration of existing 
Improvements (including partitions, wall and floor coverings, ceilings, 
lighting fixtures or other utility installations) and if the cost of such 
construction or alteration exceeds Fifteen Thousand Dollars ($15,000) per 
work of improvement or if the cost of Leasehold Improvements done, under 
construction, or for which approval is sought during any calendar quarter 
exceeds Twenty-Five Thousand Dollars ($25,000).  With respect to any 
Leasehold Improvements which must be approved by Landlord pursuant to the 
immediately 

                                     -9-



preceding sentence, Tenant shall not commence construction of such Leasehold 
Improvements until Landlord shall have first approved the plans and 
specifications therefor, which approval shall be deemed given if not denied 
in writing within ten (10) working days after Landlord shall have received 
Tenant's request for such approval.  In no event shall Tenant make any 
alterations to the Premises which could significantly affect the structural 
integrity or the exterior design of the Premises without Landlord's prior 
approval.

           B. All Leasehold Improvements requiring Landlord's approval shall 
be installed by Tenant in substantial compliance with the approved plans and 
specifications therefor.  All construction undertaken by Tenant shall be done 
in accordance with all Laws and in a good and workmanlike manner using 
materials of good quality.  Tenant shall not commence construction of any 
Leasehold Improvements until (i) all required governmental approvals and 
permits shall have been obtained, (ii) all requirements regarding insurance 
imposed by this Lease have been satisfied, and (iii) if reasonably requested 
by Landlord, Tenant shall have obtained contingent liability and broad form 
builders risk insurance in an amount reasonably satisfactory to Landlord if 
there are any perils relating to the proposed construction not covered by 
insurance carried pursuant to Article 9.  If Landlord so requests in writing 
with respect to Leasehold Improvements requiring Landlord's prior approval, 
Tenant shall inform Landlord of Tenant's scheduled date for commencement of 
construction at least five (5) days prior to such date of commencement.

           C. At all times during the Lease Term, (i) Tenant shall maintain 
all plans and change orders prepared in connection with the construction of 
any Leasehold Improvements which required a building permit or other 
governmental approval, and (ii) Tenant shall provide to Landlord copies of 
such plans and change orders (and, to the extent Tenant causes such to be 
prepared for its own use, "As-Built" plans) at any time that Landlord 
requests copies thereof.

           D. All Leasehold Improvements shall remain the property of Tenant 
during the Lease Term.  Tenant shall have the right to remove only the 
following kinds of Leasehold Improvements so long as it repairs all damage 
caused by the installation thereof and returns the Premises to the condition 
existing prior to the installation of such Leasehold Improvements: (i) 
built-in cabinets, file drawers and bookcases; (ii) computer room air 
conditioning; (iii) canteen equipment; (iv) office cubicle systems; and (v) 
ornamental statues.  At the expiration or sooner termination of the Lease 
Term, all Leasehold Improvements that Tenant does not remove shall be 
surrendered to Landlord as a part of the realty and shall then become 
Landlord's property, and Landlord shall have no obligation to reimburse 
Tenant for all or any portion of the value or cost thereof.  However, if 
Landlord so requires, at the expiration or earlier termination of the Lease 
Term, Tenant shall remove any Leasehold Improvements designated for removal 
by Landlord and shall restore the Premises to the condition existing prior to 
the installation of such Leasehold Improvements to the extent necessary to 
return the Premises to substantially the same condition that existed on the 
completion of the Interior Improvements constructed pursuant to EXHIBIT "C", 
ordinary wear and tear excepted.  Notwithstanding the foregoing:

              (1) Tenant shall only be required to remove Leasehold 
Improvements for which either of the following is true: (i) such Leasehold 
Improvements were not approved in writing by Landlord; or (ii) at the time 
approval was given by Landlord, Landlord informed Tenant in writing that 
Landlord would require that such Leasehold Improvements be removed at the 
termination of the Lease Term.

              (2) Tenant may cause interior partitions to be moved, 
reconfigured, or removed altogether, or cause interior offices to be deleted 
or added, all without the obligation to restore such partitions or interior 
offices to any prior condition upon expiration or termination of the Lease.

     5.3.  ALTERATIONS REQUIRED BY LAW: Tenant shall make any alteration, 
addition or change of any sort, whether structural or otherwise, to the 
Premises that is required by any Law because of (i) a specific use or change 
of use made of the Premises by Tenant (which alteration, addition or change 
is not generally required to be made by owners or Tenants of other properties 
similar to the Premises), (ii) Tenant's application for any permit or 
governmental approval, or (iii) Tenant's construction or installation of any 
Leasehold Improvements or Trade Fixtures.

                                    -10-



     5.4.  LANDLORD'S IMPROVEMENTS: All fixtures, improvements or equipment 
which are installed, constructed on or attached to the Property by Landlord 
at its expense shall become a part of the realty and belong to Landlord.  
Tenant shall pay additional rent in the event Landlord, in its sole 
discretion, elects to make any of the following kinds of capital improvements 
to the Property: (i) capital improvements required to be constructed in 
order to comply with any Law not in effect or applicable to the Property as 
of the Commencement Date; (ii) modification of existing or construction of 
additional capital improvements or building service equipment for the purpose 
of reducing the consumption of utility services or Common Operating Expenses 
of the Property; (iii) replacement of capital improvements or building 
service equipment existing as of the Commencement Date when required because 
of normal wear and tear; and (iv) the amount of "deductibles" paid by 
Landlord for the restoration of any part of the Property that has been 
damaged to the extent such "deductible" is not included within Common 
Operating Expenses.  With respect to any expenditure in excess of Fifty 
Thousand Dollars ($50,000) for which Landlord seeks contribution pursuant to 
this paragraph 5.4 from Tenant, prior to incurring such expense, Landlord 
shall notify Tenant of the nature and estimated amount of such expenditure 
and, if Tenant so requests, shall provide Tenant with such information upon 
which such cost estimate is based for Tenant's approval. The amount of 
additional rent Tenant is to pay with respect to each such capital 
improvement shall be determined as follows:

           A. Tenant shall have the option to pay in cash an amount equal to 
Tenant's Allocated Share of all costs paid by Landlord to construct the 
improvements in question fairly allocable to the Premises (including 
financing costs) in cash within thirty (30) days after the improvement has 
been substantially completed and Landlord has notified Tenant of the cost of 
such improvement and the amount of Tenant's required contribution.  If Tenant 
does not exercise such option to pay such amount in cash, then the provisions 
of subparagraph 5.4B shall apply.

           B. All costs paid by Landlord to construct such improvement 
(including financing costs) shall be amortized on a straight line basis over 
the useful life of such improvement (determined in accordance with generally 
accepted accounting principles) with interest on the unamortized balance at 
the then prevailing market rate Landlord would pay if it borrowed funds to 
construct such improvement from an institutional lender, and Landlord shall 
inform Tenant of the monthly amortization payment required to so amortize 
such costs, and shall also provide Tenant with the information upon which 
such determination is made. As additional rent, Tenant shall pay an amount 
equal to Tenant's Allocated Share of that portion of such monthly 
amortization payment fairly allocable to the Premises (as reasonably 
determined by Landlord) for each month after such improvement is completed 
until the first to occur of (i) the expiration of the Lease Term (as the same 
may be extended), or (ii) the end of the term over which such costs were 
amortized, which amount shall be due at the same time the Base Monthly Rate 
is due.

           C. Notwithstanding anything contained in this paragraph 5.4, the 
additional rent Tenant is to pay with respect to any modification of existing 
or construction of additional capital improvements or building service 
equipment for the purpose of reducing the consumption of utility expenses or 
Common Operating Expenses of the Property shall not for any period exceed the 
actual amount of savings in Additional Rent realized by Tenant as a result of 
such modification or construction.

     5.5.  LIENS: Tenant shall keep the Premises and the Property free from 
any liens and shall pay when due all bills arising out of any work performed, 
materials furnished, or obligations incurred by Tenant, its agents, employees 
or contractors relating to the Premises.  If any claim of lien is recorded, 
Tenant shall bond against or discharge the same within thirty (30) days after 
the same has been recorded against the Premises and/or the Property. Should 
any lien be filed against the Premises or any action commenced affecting 
title to the Premises, the party receiving notice of such lien or action 
shall immediately give the other party written notice thereof.

     5.6.  MODIFICATIONS TO THE PREMISES: Subject to Landlord's prior written 
approval, and the provisions of paragraphs 5.2 and 5.3 hereof, Tenant shall 
have the right to:

           A. Modify the parking area behind the Premises, which area is 
highlighted on the attached EXHIBIT "A", to construct a patio;

                                    -11-



           B. Install a datalink approximately twenty (20) inches wide 
between the Premises and Building A;

           C. Install up to a total of four (4) flagpoles allocated between 
the front of the Premises and the front of the premises leased pursuant to 
the Building A Lease; and

           D. Fill in existing loading docks so long as (i) existing drainage 
systems serving such loading docks are appropriately capped; (ii) such fill 
is accomplished in a manner that the loading docks may be restored to their 
condition existing as of the Commencement Date upon expiration of the Lease 
Term, and (iii) Tenant agrees to restore such loading docks to the condition 
existing as of the Commencement Date upon the expiration of the Lease Term.

           E. Trim or relocate on the Property to a new location approved by 
Landlord any trees, shrubs or other landscaping that obscures any sign 
installed on the Property by Tenant.

                                 ARTICLE 6.

                          REPAIR AND MAINTENANCE

     6.1.  TENANT'S OBLIGATION TO MAINTAIN: Except as otherwise provided in 
paragraph 6.2 and in Article 11 regarding the restoration of damage caused by 
fire and other perils, Tenant shall, at all times during the Lease Term, 
clean, keep, and maintain in good order, condition, and repair the Premises 
and every part thereof, through regular inspections and servicing, including, 
but not limited to, (i) all plumbing and sewage facilities (including all 
sinks, toilets, faucets and drains), and all ducts, pipes, vents or other 
parts of the HVAC or plumbing system, (ii) all fixtures, interior walls, 
floors, carpets and ceilings, (iii) all windows, doors, entrances, plate 
glass, showcases and skylights (including cleaning both interior and exterior 
surfaces), (iv) all electrical facilities and all HVAC equipment and other 
mechanical systems (including all lighting fixtures, lamps, bulbs, tubes, 
fans, vents, exhaust equipment and systems), (v) any automatic fire 
extinguisher equipment in the Premises, and (vi) the roof membrane (including 
any necessary resurfacing or patching to preserve the membrane or to repair 
leaks except that Tenant shall not be required to make any repair to the 
extent such repair is required because of Landlord's repair or maintenance of 
the structural roof system).  Tenant shall replace any damaged or broken 
glass in the Premises (including all interior and exterior doors and windows) 
with glass of the same kind, size and quality.  Tenant shall repair any 
damage to the Premises (including exterior doors and windows) caused by 
vandalism or any unauthorized entry.  Tenant shall maintain continuously 
throughout the Lease Term a service contract for the maintenance of all HVAC 
equipment serving the Premises with a licensed HVAC repair and maintenance 
contractor, which contract provides for the periodic inspection and servicing 
of the HVAC equipment at least once every sixty (60) days during the Lease 
Term.  Tenant shall also maintain continuously throughout the Lease Term a 
service contract for the washing of all windows (both interior and exterior 
surfaces) in the Premises with a contractor, which contract provides for the 
periodic washing of all such windows on such basis as shall keep the exterior 
appearance of the Premises in first class condition, but no less frequently 
than once every calendar year.  If and when Landlord so requests in writing, 
Tenant shall furnish Landlord with copies of all such service contracts.  All 
repairs and replacements required of Tenant shall be promptly made with 
materials of good quality.  If the work affects the structural parts of the 
Premises or if the estimated cost of any item of repair or replacement is in 
excess of Fifteen Thousand Dollars ($15,000), then Tenant shall first obtain 
Landlord's written approval of the scope of work, plans therefor, and 
materials to be used, except in the case of emergency in which event Tenant 
shall within a reasonable period of time after performing the work, notify 
Landlord of the scope of the work performed and the materials used, and shall 
furnish Landlord with the plans therefor.

     6.2.  LANDLORD'S OBLIGATION TO MAINTAIN: Landlord, at its cost without 
right of reimbursement from Tenant, shall be responsible for the maintenance, 
repair, and replacement of the structural parts of the Premises (i.e., 
foundation, first and second story floor slab and second story floor deck, 
load-bearing walls, and structural roof system, but excluding roof membrane) 
except to the extent that (i) the same is necessitated by the wrongful or 
negligent act or omission 

                                    -12-



of Tenant, its subtenants, or their respective agents, employees, 
contractors, or invitees, or (ii) reimbursement is permitted pursuant to 
paragraph 5.4 hereof.  Landlord at its cost without right of reimbursement 
from Tenant, shall repair damage to interior improvements and Leasehold 
Improvements that have been approved by Landlord pursuant to the term hereof, 
or damage to the roof membrane of the Premises if caused by the maintenance 
work required to be performed by Landlord pursuant to the provisions of this 
paragraph.  Landlord shall repair, maintain, operate and replace when 
necessary the Common Area, with such right of reimbursement from Tenant as is 
specified in paragraphs 5.4 and 6.3.  Landlord shall not be responsible for 
repairs required by an accident, fire or other peril except as otherwise 
required by Article 11, or for damage caused to any part of the Property by 
any act, negligence or omission of Tenant or its agents, contractors, 
employees or invitees.  Landlord may engage contractors of its choice to 
perform the obligations required of it by this Article, and the necessity of 
any expenditure to perform such obligations shall be at the sole discretion 
of Landlord.

     6.3.  TENANT'S OBLIGATION TO REIMBURSE: As additional rent, commencing 
on the Rent Start Date and continuing throughout the remainder of the Lease 
Term, Tenant shall pay Tenant's Allocated Share of all Common Operating 
Expenses fairly allocable to the Premises including (i) all Common Operating 
Expenses paid with respect to the maintenance, repair, replacement and use of 
the Premises and (ii) a proportionate share (based on the Premises Gross 
Leasable Area as a percentage of the Property Gross Leasable Area) of all 
Common Area Expenses which relate to the Property in general and are not 
fairly allocable to any one building on the Property.  Landlord agrees that 
it shall not recover from all tenants of the Property more than one hundred 
percent (100%) of the actual Common Operating Expenses incurred by Landlord 
for the period in question.  As provided in paragraph 3.3, Tenant's 
obligation to pay Tenant's Allocated Share of Common Operating Expenses 
fairly allocable to the Premises shall be prorated as of the Rent Start Date 
and at the expiration or earlier termination of the Lease Term, and if Tenant 
has paid any amount on account of Common Operating Expenses relating to a 
period that is not within the Lease Term (e.g., prepayment of insurance 
premiums for one year), such amount shall be reimbursed to Tenant in 
connection with such proration.  Payment shall be made by whichever of the 
following methods is from time to time designated by Landlord, and Landlord 
may change the method of payment at any time so long as (i) Landlord gives 
Tenant at least sixty (60) days prior written notice, and (ii) the method is 
not changed more than once in any calendar year.  Tenant shall pay such share 
of the actual Common Operating Expenses incurred or paid by Landlord but not 
theretofore billed to Tenant within thirty (30) days after receipt of a 
written bill therefor from Landlord, on such periodic basis as Landlord shall 
designate, but in no event more frequently than once a month. Alternatively, 
(i) Landlord shall deliver to Tenant Landlord's reasonable estimate of the 
Common Operating Expenses it anticipates will be paid or incurred for the 
calendar year in question, (ii) during such calendar year, Tenant shall pay 
such share of the estimated Common Operating Expenses in advance in monthly 
installments as required by Landlord due with the installments of Base 
Monthly Rent, and (iii) within ninety (90) days after the end of each 
calendar year, Landlord shall furnish to Tenant a statement in reasonable 
detail of the actual Common Operating Expenses paid or incurred by Landlord 
during the just ending calendar year and thereupon there shall be an 
adjustment between Landlord and Tenant, with payment to Landlord or credit by 
Landlord against the next installment of Base Monthly Rent, as the case may 
require, within thirty (30) days after delivery by Landlord to Tenant of said 
statement, so that Landlord shall receive the entire amount of Tenant's share 
of all Common Operating Expenses for such calendar year and no more.  Tenant 
and its agents (including accountants) shall have the right at its expense, 
exercisable upon reasonable prior written notice to Landlord, to inspect at 
Landlord's office during normal business hours Landlord's books and records 
as they relate to Common Operating Expenses.  Such inspection must be made 
within one hundred eighty (180) days of Tenant's receipt of Landlord's annual 
statement for the same, and shall be limited to verification of the charges 
contained in such statement.  Tenant may not withhold payment of such bill 
pending completion of such inspection.

     6.4.  COMMON OPERATING EXPENSES DEFINED: The term "Common Operating 
Expenses" shall mean the sum of the following:

           A. All costs and expenses paid or incurred by Landlord in doing 
the following (including payments to independent contractors providing 
services related to the 

                                    -13-



performance of the following):  (i) maintaining, cleaning, and repairing the 
exterior surfaces (including painting of exterior surfaces of buildings not 
more than once every 5 years) of all buildings located on the Property; (ii) 
maintenance of the liability, fire and property damage insurance covering the 
Property carried by Landlord pursuant to paragraph 9.2 (including the payment 
of commercially reasonable "deductibles" and the prepayment of premiums for 
coverage of up to one year); (iii) maintaining, repairing, operating and 
replacing when necessary HVAC equipment, utility facilities and other 
building service equipment; (iv) providing utilities to the Common Area 
(including lighting, trash removal and water for landscaping irrigation); (v) 
complying with all applicable Laws and Private Restrictions; (vi) operating, 
maintaining, repairing, cleaning, painting, restripping and resurfacing the 
Common Area; (vii) replacement or installation of lighting fixtures, 
directional or other signs and signals, irrigation systems, trees, shrubs, 
ground cover and other plant materials, and all landscaping in the Common 
Area; and (viii) depreciation and financing costs on maintenance and 
operating machinery and equipment (if owned) and rental paid for such 
machinery and equipment (if rented);

           B. All additional costs and expenses incurred by Landlord with 
respect to the operation, protection, maintenance, repair and replacement of 
the Property which pursuant to generally accepted accounting principles would 
be considered a current expense and not a capital expenditure;

           C. That portion of all compensation (including benefits and 
premiums for workers' compensation and other insurance) paid to or on behalf 
of employees of Landlord but only to the extent they are involved in the 
performance of the work described by subparagraphs A and B above and that is 
fairly allocable to the Property;

           D. An additional amount equal to a commercially reasonable and 
competitive management fee that would be charged by an independent third 
party property manager for the management of the Property (except that 
Tenant's Allocated Share of such management fee for any period shall not 
exceed two percent (2%) of the Base Monthly Rent and Additional Rent payable 
by Tenant for the same period); and

           E. Notwithstanding anything contained herein, the term "Common 
Operating Expenses" shall not include any of the following:  (i) mortgage 
principle payments; (ii) ground rent and other payments made pursuant to any 
ground lease affecting the Property; (iii) the cost of refinancing any loan 
secured by the Property; (iv) interest and penalties imposed against Landlord 
for late payments by Landlord; (v) legal fees incurred by Landlord in 
connection with the negotiation or enforcement of, or litigation in 
connection with, any lease affecting the Property; (vi) the cost of any 
paintings, sculptures, or other art objects installed on the Property; (vii) 
any costs reimbursed to Landlord by insurance or other third party payments 
that are not reimbursements by tenants for their share of Common Operating 
Expenses; (viii) brokerage commissions or other costs related to the leasing 
of space within the Property; (ix) the cost of any tenant improvements 
installed for the exclusive use of any other tenant of the Property.

     6.5.  CONTROL OF COMMON AREA: Landlord shall at all times have exclusive 
control of the Common Area.  Landlord shall have the right, without the same 
constituting an actual or constructive eviction and without entitling Tenant 
to any abatement of rent, to:  (i) close any part of the Common Area to the 
minimum extent reasonably necessary in the reasonable opinion required in the 
opinion of Landlord's counsel to prevent a dedication thereof or the accrual 
of any prescriptive rights therein; (ii) temporarily close the Common Area to 
perform maintenance or for any other reason deemed sufficient by Landlord; 
(iii) designate other property outside the boundaries of the Property to 
become part of the Property; (iv) construct multi-deck parking structures in 
any part of the Common Area; (v) change the shape, size, location, number and 
extent of improvements on the Common Area; (vi) select a third party to 
maintain and operate any of the Common Area at any time Landlord determines 
that the best interests of the Property will be served by having the Common 
Area maintained and operated by that third party so long as the fees and 
charges of such third party are reasonable and competitive with the fees of 
others in the marketplace providing the same services; (vii) make changes to 
the Common Area including, without limitation, changes in the location of 
driveways, parking spaces, parking areas, sidewalks or the direction of the 
flow of traffic and the site of the Common Area; and/or (viii) voluntarily 
change the address of the Property. Landlord agrees not to change the name of 

                                    -14-



Airport Technology Park without the prior consent of Tenant.  The use of the 
Common Area shall be subject to such reasonable regulation and changes 
therein as Landlord shall make from time to time.  Landlord shall not 
exercise its rights to control the Common Area in a manner that would 
materially interfere with Tenant's use of the Premises without first 
obtaining Tenant's approval.  Tenant shall keep the Common Area free and 
clear of all obstructions created or permitted by Tenant.  If in the opinion 
of Landlord unauthorized persons are using any of the Common Area by reason 
of the presence of Tenant in the Premises, Tenant, upon demand of Landlord, 
shall restrain such unauthorized use by appropriate proceedings.  Nothing 
herein shall affect the right of Landlord at any time to remove such 
unauthorized person from the Common Area nor to prohibit the use of the 
Common Area by unauthorized persons.  In exercising any such rights described 
in this paragraph 6.5 regarding the Common Area, Landlord shall make a 
reasonable effort to minimize any disruption to Tenant's business.

     6.6.  TENANT'S NEGLIGENCE: Anything in this Lease to the contrary 
notwithstanding, Tenant shall pay for all damage to the Premises or the 
Property caused by the negligent act or omission of Tenant, its employees, 
contractors, or invitees, or by the failure of Tenant to discharge promptly 
its obligations under this Lease or to comply with the terms of this Lease, 
but only to the extent such damage is not covered by insurance proceeds 
actually recovered by Landlord.  Tenant shall make payment within thirty (30) 
days after demand therefor by Landlord.

                            ARTICLE 7.

                  WASTE DISPOSAL AND UTILITIES

     7.1.  WASTE DISPOSAL: Tenant shall store its waste either inside the 
Premises or within outside trash enclosures that are (i) fully fenced and 
screened in compliance with all Private Restrictions, (ii) designed for such 
purpose to be used either exclusively by Tenant or in common with other 
occupants of the Property, as designated by Landlord, and (iii) first 
approved by Landlord.  All entrances to such outside trash enclosures shall 
be kept closed, and waste shall be stored in such manner as not to be visible 
from the exterior of such outside enclosures.  Tenant shall cause all of its 
waste to be regularly removed from the Property at Tenant's sole cost.  
Tenant shall keep all fire corridors and mechanical equipment rooms in the 
Premises free and clear of all obstructions at all times.

     7.2.  HAZARDOUS MATERIALS: Landlord and Tenant agree as follows with 
respect to the existence or use of Hazardous Materials on the Property:

           A. Landlord hereby makes the following representations to Tenant, 
each of which is made to the best of Landlord's knowledge as of the 
Commencement Date:

              (1) The soil and ground water on or under the Property does not 
contain Hazardous Materials in amounts which violate any Hazardous Materials 
Laws to the extent that any governmental entity could require either Landlord 
or Tenant to take any remedial action or impose any penalties with respect to 
such Hazardous Materials.

              (2) During Landlord's period of ownership, no litigation or any 
administrative proceeding has been brought or threatened, nor any settlements 
reached with any governmental or private party, concerning the actual or 
alleged presence of Hazardous Materials on or about the Property or any 
disposal, release or threatened release of Hazardous Materials in or about 
the Property.

              (3) During the time that Landlord has owned the Property, 
Landlord has received no notice of (i) any violation, or alleged violation, 
of any Hazardous Material Law that has not been corrected to the satisfaction 
of the appropriate authority, (ii) any pending claims relating to the 
presence of Hazardous Material on the Property, or (iii) any pending 
investigation by any governmental agency concerning the Property relating to 
Hazardous Materials.

              (4) The Property does not contain any (i) equipment containing 
PCBs, or (ii) underground storage tanks.

                                    -15-



           B. Any handling, transportation, storage, treatment, disposal or 
use of Hazardous Materials by Tenant and Tenant's agents, employees, 
contractors, invitees or subtenants after the Commencement Date in or about 
the Property shall strictly comply with all applicable Hazardous Materials 
Laws.  Tenant shall indemnify, defend upon demand with counsel reasonably 
acceptable to Landlord, and hold harmless Landlord from and against any and 
all liabilities, losses, claims, damages, interest, penalties, fines, 
monetary sanctions, attorneys' fees, experts' fees, court costs, remediation 
costs, investigation costs, and other expenses which result from or arise in 
any manner whatsoever out of the use, storage, treatment, transportation, 
release, or disposal of Hazardous Materials on or about the Property by 
Tenant or Tenant's agents, employees, contractors, invitees or subtenants 
after the Commencement Date.

           C. If the presence of Hazardous Materials on the Property caused 
or permitted by Tenant or Tenant's agents, employees, contractors, invitees 
or subtenants after the Commencement Date results in contamination or 
deterioration of water or soil resulting in a level of contamination greater 
than the levels established as acceptable by any governmental agency having 
jurisdiction over such contamination, then Tenant shall promptly take any and 
all action necessary to clean up such contamination if required by Law or as 
a condition to the issuance or continuing effectiveness of any governmental 
approval which relates to the use of the Property or any part thereof.  
Tenant shall further be solely responsible for, and shall defend, indemnify 
and hold Landlord and its agents harmless from and against, all claims, costs 
and liabilities, including attorneys' fees and costs, arising out of or in 
connection with any removal, clean-up and restoration work and materials 
required hereunder to return the Property to its condition existing prior to 
the appearance of such Hazardous Materials.

           D. Landlord and Tenant shall each give written notice to the other 
as soon as reasonably practicable of (i) any communication received from any 
governmental authority concerning Hazardous Materials which relates to the 
Property, and (ii) any contamination of the Property by Hazardous Materials 
which constitutes a violation of any Hazardous Materials Law.  Landlord and 
Tenant agree to keep such information confidential, except for (i) 
disclosures that are approved by the other party, (ii) disclosures required 
by Law or (iii) disclosures to any environmental consultant, lender, 
purchaser, prospective purchaser, attorneys for either Landlord or Tenant, or 
brokers for either Landlord or Tenant, so long as an agreement of 
confidentiality is obtained from a party to whom the disclosure is to be 
made, and (iv) disclosures in connection with any litigation or 
administrative proceeding in which either Landlord or Tenant is involved.  
Tenant and Tenant's agents, employees, contractors, invitees or subtenants 
shall not bring Hazardous Materials onto the Property without first obtaining 
the written consent of Landlord; provided, however, Tenant may, without being 
required to obtain the prior written consent of Landlord, use at the Premises 
in small quantities office supplies, cleaning materials and other maintenance 
materials that are customarily used in business offices, even though such 
supplies and materials may fall within the definition of Hazardous Materials. 
 At any time during the Lease Term, Tenant shall, within five days after 
written request therefor received from Landlord, disclose in writing all 
Hazardous Materials that are being used by Tenant on the Property, the nature 
of such use, and the manner of storage and disposal.

           E. Landlord may cause testing wells to be installed on the 
Property, and may cause the ground water to be tested to detect the presence 
of Hazardous Material by the use of such tests as are then customarily used 
for such purposes.  Any such installation of wells or tests shall be done in 
a manner which minimizes the interference with Tenant's use of the Premises.  
If Tenant so requests, Landlord shall supply Tenant with copies of such test 
results.  The cost of such tests and of the installation, maintenance, repair 
and replacement of such wells shall be paid by Tenant if such tests disclose 
the existence of facts which give rise to liability of Tenant pursuant to its 
indemnity given in subparagraph 7.2B or 7.2C, and Tenant's liability is 
established in a judicial or administrative proceeding, or in an action for 
declaratory relief brought by Landlord.

           F. Landlord, at its sole cost, shall comply with all Hazardous 
Materials Laws affecting the Property (without right of reimbursement from 
Tenant) to the extent that (i) Landlord is legally obligated to do so by such 
Laws, and (ii) such compliance (or the cost of such compliance) is not made 
the responsibility of Tenant pursuant to subparagraph 7.2B or subparagraph 
7.2C.  Landlord shall indemnify, defend upon demand with competent counsel, 
and 

                                    -16-



hold harmless Tenant from and against any and all liability for response 
costs imposed upon Tenant by any governmental agency pursuant to the Federal 
Law known as "CERCLA" (more particularly identified in subparagraph 7.2G) and 
the comparable California statute (commonly known as the 
Carpenter-Presley-Tanner Hazardous Substances Account Act, California Health 
and Safety Code Section 25300 ET. SEQ.) that results from the presence of 
Hazardous Materials on the Property not caused or contributed to by the use, 
storage, treatment, release or disposal of Hazardous Materials on or about 
the Property by Tenant, its subtenants, or their respective agents, 
employees, contractors, or invitees.  Notwithstanding the foregoing, the 
indemnity given by Landlord in the immediately preceding sentence shall not 
apply with respect to liability caused by any contamination of the Property 
by a Hazardous Material that is or has been used, stored, treated, released 
or disposed of on the Property by Tenant, its subtenants, or their respective 
agents, employees, contractors, or invitees unless Tenant can prove such 
contamination was not caused or contributed to by any of such parties.

           G. As used herein, the term "Hazardous Material," means any 
hazardous or toxic substance, material or waste which is or becomes regulated 
by any local governmental authority, the State of California or the United 
States Government. The term "Hazardous Material," includes, without 
limitation, asbestos, PCB's, petroleum and petroleum products, and any 
material or substance which is (i) listed under Article 9 or defined as 
hazardous or extremely hazardous pursuant to Article 11 of Title 22 of the 
California Administrative Code, Division 4, Chapter 20, (ii) defined as a 
"hazardous waste" pursuant to Section 1004 of the Federal Resource 
Conservation and Recovery Act, 42 U.S.C. Section 6901 et seq. (42 U.S.C. 
Section 6903), or (iii) defined as a "hazardous substance" pursuant to 
Section 101 of the Comprehensive Environmental Response, Compensation and 
Liability Act ("CERCLA"), 42 U.S.C. Section 9601 et seq.  (42 U.S.C. Section 
9601).  As used herein, the term "Hazardous Material Law" shall mean any 
statute, law, ordinance, or regulation of any governmental body or agency 
(including the U.S. Environmental Protection Agency, the California Regional 
Water Quality Control Board, and the California Department of Health 
Services) which regulates the use, storage, release or disposal of any 
Hazardous Material.

           H. The obligations of Landlord and Tenant under this paragraph 7.2 
shall survive the expiration or earlier termination of the Lease Term.  The 
rights and obligations of Landlord and Tenant with respect to issues relating 
to Hazardous Materials are exclusively established by this paragraph 7.2.  In 
the event of any inconsistency between any other part of this Lease and this 
paragraph 7.2, the terms of this paragraph 7.2 shall control.

     7.3.  UTILITIES: Tenant shall promptly pay, as the same become due, all 
charges for water, gas, electricity, telephone, sewer service, waste pick-up 
and any other utilities, materials or services furnished directly to or used 
by Tenant on or about the Premises during the Lease Term, including, without 
limitation, (i) meter, use and/or connection fees, hook-up fees, standby 
fees, and (ii) penalties for discontinued or interrupted service.

     7.4.  COMPLIANCE WITH GOVERNMENTAL REGULATIONS: Landlord and Tenant 
shall comply with all rules, regulations and requirements promulgated by 
national, state or local governmental agencies or utility suppliers 
concerning the use of utility services, including any rationing, limitation 
or other control.  Landlord may voluntarily cooperate in a reasonable manner 
with the efforts of all governmental agencies or utility suppliers in 
reducing energy or other resource consumption.  Tenant shall not be entitled 
to terminate this Lease nor to any abatement in rent by reason of such 
compliance or cooperation. Tenant agrees at all times to cooperate fully with 
Landlord and to abide by all rules, regulations and requirements which 
Landlord may prescribe in order to maximize the efficient operation of the 
HVAC system and all other utility systems.

                              ARTICLE 8.

                         REAL PROPERTY TAXES

     8.1.  REAL PROPERTY TAXES DEFINED: The term "Real Property Taxes" as 
used herein shall mean (i) all taxes, assessments, levies, and other charges 
of any kind or nature whatsoever, general and special, foreseen and 
unforeseen (including all installments of principal and interest 

                                    -17-



required to pay any existing or future general or special assessments for 
public improvements, services or benefits, and any increases resulting from 
reassessments or resulting from a change in ownership or any other cause), 
now or hereafter imposed by any governmental or quasi-governmental authority 
or special district having the direct or indirect power to tax or levy 
assessments, which are levied or assessed against, or with respect to the 
value, occupancy or use of, all or any portion of the Property (as now 
constructed or as may at any time hereafter be constructed, altered, or 
otherwise changed) or Landlord's interest therein, the fixtures, equipment 
and other property of Landlord, real or personal, that are an integral part 
of and located on the Property, the gross receipts, income, or rentals from 
the Property, or the use of parking areas, public utilities, or energy within 
the Property, (ii) all charges, levies or fees imposed by reason of 
environmental regulation or other governmental control of the Property 
(excluding costs and expenses for which Landlord is responsible pursuant to 
subparagraph 7.2F), and (iii) all costs and fees (including attorneys' fees) 
incurred by Landlord in contesting any Real Property Tax and in negotiating 
with public authorities as to any Real Property Tax.  If at any time during 
the Lease Term the method of taxation or assessment of the Property 
prevailing as of the Commencement Date shall be altered so that in lieu of or 
in addition to any Real Property Tax described above there shall be levied, 
assessed or imposed (whether by reason of a change in the method of taxation 
or assessment, creation of a new tax or charge, or any other cause) an 
alternate or additional tax or charge (i) on the value, use or occupancy of 
the Property, (ii) on or measured by the gross receipts, income, or rentals 
from the Property, (iii) on Landlord's business of leasing the Property, or 
(iv) computed in any manner with respect to the operation of the Property, 
then any such tax or charge, however designated, shall be included within the 
meaning of the term "Real Property Taxes" for purposes of this Lease.  If any 
Real Property Tax is based upon property or rents unrelated to the Property, 
then only that part of such Real Property Tax that is fairly allocable to the 
Property shall be included within the meaning of the term "Real Property 
Taxes".  Notwithstanding the foregoing, the term "Real Property Taxes" shall 
not include estate, inheritance, transfer, gift or franchise taxes of 
Landlord or the federal or state net income tax imposed on Landlord's income 
from all sources.

     8.2.  TENANT'S OBLIGATION TO REIMBURSE: As Additional Rent, Tenant shall 
pay to Landlord Tenant's Allocated Share of all Real Property Taxes which 
become due after the Rent Start Date and during the Lease Term which are 
fairly allocable to the Premises, which include (i) all Real Property Taxes 
assessed with respect to the value, use or occupancy of the Premises and the 
land beneath it, and (ii) a proportionate share (based on the Premises Gross 
Leasable Area as a percentage of the Property Gross Leasable Area) of all 
Real Property Taxes assessed with respect to the Common Area or with respect 
to the Property in general which are not fairly allocable to any one building 
on the Property. Tenant shall pay its share of Real Property Taxes (i) within 
thirty (30) days after being billed for the same by Landlord, or (ii) no 
later than ten (10) days before such Real Property Tax becomes delinquent, 
whichever last occurs.  If requested by Tenant in writing within one year 
from receipt of a bill for Tenant's Allocated Share of Real Property Taxes, 
Landlord shall furnish Tenant with such evidence as is reasonably available 
to Landlord with respect to the amount of any Real Property Tax which is part 
of such bill.  Tenant may not withhold payment of such bill pending receipt 
and/or review of such evidence. Upon Landlord's election or if any Lender 
requires Landlord to impound Real Property Taxes on a periodic basis during 
the Lease Term, then Tenant, on notice from Landlord indicating this 
requirement, shall pay a sum of money toward its liability under this Article 
to Landlord on the same periodic basis in accordance with the Lender's 
requirements (if any).  Landlord shall impound the Real Property Tax payments 
received from Tenant in accordance with the requirements of the Lender (if 
any).  If any assessments are levied against the Property, Landlord may elect 
either to pay the assessment in full or to allow the assessment to go to 
bond.  If Landlord pays the assessment in full, Tenant shall pay to Landlord 
each time payment of Real Property Taxes is made a sum equal to that which 
would have been payable (as both principal and interest) had Landlord allowed 
the assessment to go to bond.  Notwithstanding anything to the contrary 
contained in paragraphs 8.1 and 8.2, if there is an increase in Real Property 
Taxes resulting from a "change in ownership" (as that term is defined in 
California Revenue and Taxation Code Section 60, ET. SEQ.) which occurs prior 
to the fourth (4th) anniversary of the Commencement Date, then Tenant shall 
not be obligated to pay any such increase that results from such "change of 
ownership".

                                    -18-



     8.3.  TAXES ON TENANT'S PROPERTY: Tenant shall pay before delinquency 
any and all taxes, assessments, license fees and public charges levied, 
assessed or imposed against Tenant or Tenant's estate in this Lease or the 
property of Tenant situated within the Premises which become due during the 
Lease Term.  Tenant shall furnish Landlord with satisfactory evidence of 
these payments within thirty (30) days after receipt of written request 
therefor from Landlord.

                                ARTICLE 9.

                                INSURANCE

     9.1.  TENANT'S INSURANCE: Tenant shall maintain insurance complying with 
all of the following:

           A. Tenant shall procure, pay for and keep in full force and effect 
the following:

              (1) Commercial general liability insurance, including property 
damage, against liability for personal injury, bodily injury, death and 
damage to property occurring in or about, or resulting from an occurrence in 
or about, the Premises with combined single limit coverage of not less than 
the amount of Tenant's Minimum Liability Insurance Coverage set forth in 
paragraph 1.8, which insurance shall contain a "contractual liability" 
endorsement insuring Tenant's performance of Tenant's obligation to indemnify 
Landlord contained in paragraph 10.3;

              (2) Plate-glass insurance, at actual replacement cost; and

              (3) Fire and property damage insurance against loss caused by 
fire, extended coverage perils including steam boiler insurance, sprinkler 
leakage, if applicable, vandalism, malicious mischief and such other 
additional perils as now are or hereafter may be included in a standard 
extended coverage endorsement from time to time in general use in the county 
in which the Property is located, insuring Tenant's personal property, 
inventory, Trade Fixtures and Leasehold Improvements within the Premises for 
the full actual replacement cost thereof.

           B. Where applicable and required by Landlord, each policy of 
insurance required to be carried by Tenant pursuant to this paragraph (i) 
shall name Landlord and such other parties in interest as Landlord designates 
as additional insureds; (ii) shall be primary insurance which provides that 
the insurer shall be liable for the full amount of the loss up to and 
including the total amount of liability set forth in the declarations without 
the right of contribution from any other insurance coverage of Landlord; 
(iii) shall be in a form satisfactory to Landlord; (iv) shall be carried with 
companies reasonably acceptable to Landlord; (v) shall provide that such 
policy shall not be subject to cancellation, lapse or change except after at 
least thirty (30) days prior written notice to Landlord; (vi) shall not have 
a "deductible" in excess of $500,000 or such greater amount as is approved by 
Landlord; (vii) shall (to the extent available) contain a waiver by the 
insurer of any right to subrogation against Landlord, its agents, employees 
and contractors which might arise by reason of any payment under such policy 
or by reason of any act or omission of Landlord, its agents, employees or 
contractors; and (viii) shall contain a "severability" clause.  If Tenant has 
in force and effect a blanket policy of liability insurance with the same 
coverage for the Premises as described above, as well as other coverage of 
other premises and properties of Tenant, or in which Tenant has some 
interest, such blanket insurance shall satisfy the requirements hereof.

           C. A certificate of each paid-up policy evidencing the insurance 
required to be carried by Tenant pursuant to this paragraph (appropriately 
authenticated by the insurer), certifying that such policy has been issued, 
providing the coverage required by this paragraph, and containing the 
provisions specified herein, shall be delivered to Landlord prior to the time 
Tenant or any of its contractors enters the Premises and upon renewal of such 
policies, but not less than five (5) days prior to the expiration of the term 
of such coverage.  If Landlord's insurance advisor reasonably determines at 
any time that the amount of coverage required for any 

                                    -19-



policy of insurance Tenant is to obtain pursuant to this paragraph is not 
adequate, then Tenant shall increase such coverage for such insurance to such 
amount as Landlord's insurance advisory reasonably deems adequate, not to 
exceed the level of coverage commonly carried by comparable businesses 
similarly situated for such insurance; provided, however, that Landlord may 
not require an adjustment pursuant to this sentence more frequently than once 
every two (2) years during the Lease Term.

     9.2.  LANDLORD'S INSURANCE: Landlord shall have the following 
obligations and options regarding insurance:

           A. Landlord shall maintain a policy or policies of fire and 
property damage insurance in so-called "all risk" form insuring Landlord (and 
such others as Landlord may designate) against loss of rents for a period of 
not less than six (6) months and from physical damage to the Premises with 
coverage of not less than the full replacement cost of (i) the building of 
which the Premises are a part, including the structural elements thereof and 
all electrical, mechanical, plumbing, and other systems, and (ii) all 
Interior Improvements constructed pursuant to the Interior Improvement 
Agreement attached as EXHIBIT "C".  Landlord may so insure the Premises 
separately, or may insure the Premises with other buildings and improvements 
within the Property and/or other property owned by Landlord which Landlord 
elects to insure together under the same policy or policies.  Such fire and 
property damage insurance, at Landlord's election, (i) may be endorsed to 
cover loss caused by such additional perils against which Landlord may elect 
to insure, including earthquake and/or flood, (ii) shall contain commercially 
reasonable "deductibles" which, in the case of earthquake and flood 
insurance, may be up to ten percent (10%) of the replacement value of the 
property insured or such higher amount as is then commercially reasonable, 
(iii) may provide coverage for loss of rents for a period of up to twelve 
(12) months, and (iv) may contain additional endorsements or coverage 
reasonably required by Landlord or any Lender, including an "agreed amount" 
endorsement, demolition insurance (covering the cost of demolishing damaged 
improvements or improvements required by Law to be demolished), and 
difference in condition coverage.  Landlord shall not be required to cause 
such insurance to cover any Trade Fixtures, Leasehold Improvements or any 
inventory or other personal property of Tenant.

           B. Landlord may maintain a policy or policies of commercial 
general liability insurance insuring Landlord (and such others as are 
designated by Landlord) against liability for personal injury, bodily injury, 
death and damage to property occurring or resulting from an occurrence in, or 
about the Property, with combined single limit coverage in such amount as 
Landlord may from time to time determine is reasonably necessary for its 
protection and with commercially reasonable deductibles.

     9.3.  TENANT'S OBLIGATION TO REIMBURSE: The cost of the insurance 
carried by Landlord pursuant to paragraph 9.2 (and any commercially 
reasonable "deductible" amount paid by Landlord in connection with the 
restoration of any loss and excluded from the coverage of such insurance) 
shall be a Common Operating Expense and Tenant shall pay its share thereof as 
provided in paragraph 6.3.  However, if Landlord's insurance rates for the 
Premises are increased at any time during the Lease Term as a result of the 
nature of Tenant's use of the Premises, Tenant shall reimburse Landlord for 
the full amount of such increase immediately upon receipt of a bill from 
Landlord therefor.

     9.4.  RELEASE AND WAIVER OF SUBROGATION: The parties hereto release each 
other, and their respective agents and employees, from any liability for 
injury to any person or damage to property that is caused by or results from 
any risk insured against under any valid and collectible insurance policy 
carried by either of the parties which contains a waiver of subrogation by 
the insurer and is in force at the time of such injury or damage, subject to 
the following limitations:  (i) the foregoing provisions shall not apply to 
the commercial general liability insurance described by subparagraph 9.1A and 
9.1B; and (ii) such release shall apply to liability resulting from any risk 
insured against or covered by self-insurance maintained or provided by Tenant 
to satisfy the requirements of paragraph 9.1.  This release shall be in 
effect only so long as the applicable insurance policy contains a clause to 
the effect that this release shall not affect the right of the insured to 
recover under such policy. Each party shall use reasonable efforts to cause 
each insurance policy obtained by it to provide that the insurer waives all 
right of recovery by 


                                    -20-


way of subrogation against the other party and its agents and employees in 
connection with any injury or damage covered by such policy.  However, if any 
insurance policy cannot be obtained with such a waiver of subrogation, or if 
such waiver of subrogation is only available at additional cost and the party 
for whose benefit the waiver is to be obtained does not pay such additional 
cost, then the party obtaining such insurance shall notify the other party of 
that fact and thereupon shall be relieved of the obligation to obtain such 
waiver of subrogation rights from the insurer with respect to the particular 
insurance involved.

                             ARTICLE 10.

                     LIMITATION ON LANDLORD'S
                     LIABILITY AND INDEMNITY

     10.1. LIMITATION ON LANDLORD'S LIABILITY: Landlord shall not be liable 
to Tenant, nor shall Tenant be entitled to terminate this Lease or to any 
abatement of rent, for any injury to Tenant, its agents, employees, 
contractors or invitees, damage to Tenant's property, or loss to Tenant's 
business resulting from any cause, including without limitation any (i) 
failure, interruption or installation of any HVAC or other utility system or 
service; (ii) failure to furnish or delay in furnishing any utilities or 
services when such failure or delay is caused by Acts of God or the elements, 
labor disturbances of any character, any other accidents or other conditions 
beyond the reasonable control of Landlord; (iii) limitation, curtailment, 
rationing or restriction on the use of water or electricity, gas or any other 
form of energy or any services or utility serving the Premises; (iv) 
vandalism or forcible entry by unauthorized persons; or (v) penetration of 
water into or onto any portion of the Premises or the Common Area through 
roof leaks or otherwise.  Notwithstanding the foregoing:

           A. Subject to paragraph 9.4, Landlord shall be liable for any such 
injury, damage or loss which is proximately caused by Landlord's gross 
negligence or willful misconduct, of which Landlord has actual notice and a 
reasonable opportunity to cure but which it fails to so cure.

           B. Tenant shall have the option to terminate this Lease upon the 
occurrence of the following:  (i) water, electricity, or other utility 
service essential to the conduct of Tenant's business in the Premises is 
interrupted or substantially impaired for a period of more than two hundred 
seventy (270) consecutive days during which time the Premises are rendered 
substantially unusable for the conduct of Tenant's business (a "Material 
Interruption"); and (ii) the Material Interruption is not caused by the act 
or omission of Tenant, its agents, employees or contractors.

     10.2. LIMITATION ON TENANT'S RECOURSE: So long as the Landlord is a 
corporation, trust, partnership, joint venture, unincorporated association or 
other form of business entity, (i) the obligations of Landlord shall not 
constitute personal obligations of the officers, directors, trustees, 
partners, joint venturers, members, owners, stockholders, or other principals 
or representatives of such business entity, and (ii) Tenant shall have 
recourse only to the assets of such business entity for the satisfaction of 
such obligations and not against the assets of such officers, directors, 
trustees, partners, joint venturers, members, owners, stockholders, 
principals or representatives, except to the extent of their interests in the 
entity that is Landlord.  If Landlord is a natural person or persons, Tenant 
shall have recourse only to the interest of such natural persons in the 
Property for the satisfaction of the obligations of Landlord and shall not 
have recourse to any other assets of such natural persons for the 
satisfaction of such obligations.

     10.3. INDEMNIFICATION OF LANDLORD: Tenant shall hold harmless, indemnify 
and defend Landlord, and its employees, agents and contractors, with 
competent counsel, from all liability, penalties, losses, damages, costs, 
expenses, causes of action, claims and/or judgments arising by reason of any 
death, bodily injury, personal injury or property damage (i) resulting from 
any cause or causes whatsoever (other than the negligence or willful 
misconduct of Landlord of which Landlord has had notice and a reasonable time 
to cure, but which Landlord has failed to cure) occurring in or about or 
resulting from an occurrence in or about the Premises, or

                                    -21-



(ii) resulting from the negligence or willful misconduct of Tenant, its 
agents, employees and contractors, wherever the same may occur, or (iii) 
resulting from an Event of Tenant's Default.  The provisions of this 
paragraph shall survive the expiration or sooner termination of this Lease.


                                  ARTICLE 11.
                                  ----------

                              DAMAGE TO PREMISES


      11.1.  LANDLORD'S DUTY TO RESTORE:  If the Premises are damaged by any 
peril after the Commencement Date of this Lease, Landlord shall restore the 
Premises unless the Lease is terminated by Landlord pursuant to paragraph 
11.2 or by Tenant pursuant to paragraph 11.3.  All insurance proceeds 
available from the fire and property damage insurance carried by Landlord 
pursuant to paragraph 9.2 shall be paid to and become the property of 
Landlord.  If this Lease is terminated pursuant to either paragraphs 11.2 or 
11.3, then all insurance proceeds available from insurance carried by Tenant 
which covers loss to property that is Landlord's property or would become 
Landlord's property on termination of this Lease shall be paid to and become 
the property of Landlord. If this Lease is not so terminated, then upon 
receipt of the insurance proceeds (if the loss is covered by insurance) and 
the issuance of all necessary governmental permits, Landlord shall commence 
and diligently prosecute to completion the restoration of the Premises, to 
the extent then allowed by Law, to substantially the same condition in which 
the Premises were immediately prior to such damage.  Landlord's obligation to 
restore shall be limited to the Premises and interior improvements 
constructed by Tenant but financed by Landlord pursuant to the Interior 
Improvement Agreement as such improvements existed upon completion thereof 
excluding any Leasehold Improvements, Trade Fixtures and/or personal property 
constructed or installed by Tenant in the Premises.  To the extent that 
insurance proceeds recovered by Landlord from the insurance carried pursuant 
to paragraph 9.2A exceed the amount needed by Landlord to discharge its 
restoration obligation pursuant to the immediately preceding sentence, 
Landlord shall make such excess insurance proceeds available to Tenant for 
the purpose of restoring interior improvements that were constructed by 
Tenant and financed by Tenant pursuant to the Interior Improvement Agreement, 
so that such improvements may be restored to substantially the same condition 
existing as of the date such improvements were initially completed.

      11.2.  LANDLORD'S RIGHT TO TERMINATE:  Landlord shall have the right to 
terminate this Lease in the event any of the following occurs, which right 
may be exercised only by delivery to Tenant of a written notice of election 
to terminate within thirty (30) days after the date of such damage:

             A.   Either the Property or the Premises is damaged by an 
Insured Peril to such an extent that the estimated cost to restore equals or 
exceeds eighty percent (80%) of the then actual replacement cost thereof and 
there remains less than three (3) years in the Lease Term; provided, however, 
that Landlord may not terminate this Lease pursuant to this subparagraph 
11.2A if Tenant at the time of such damage has a then valid written option to 
extend the Lease Term and Tenant exercises such option to extend the Lease 
Term within fifteen (15) days after Tenant receives Landlord's notice of 
election to terminate and such action results in there being more than three 
(3) years remaining in the Lease Term (as it has been extended by the 
Exercise of such option);

             B.   Either the Property or the Premises is damaged by an 
Uninsured Peril to such an extent that the estimated cost to restore exceeds 
two percent (2%) of the actual replacement cost thereof; provided, however, 
that Landlord may not terminate this Lease pursuant to this paragraph 11.2B 
if one or more tenants of the Property agree in writing to pay the amount by 
which the cost to restore the damage exceeds such amount and subsequently 
deposit such amount with Landlord within thirty (30) days after Landlord has 
notified Tenant of its election to terminate this Lease;

             C.   The Premises are damaged by any peril within twelve (12) 
months of the last day of the Lease Term to such an extent that the estimated 
cost to restore equals or exceeds 

                                       -22-



an amount equal to six (6) times the Base Monthly Rent then due; provided, 
however, that Landlord may not terminate this Lease pursuant to this 
subparagraph 11.2C if Tenant, at the time of such damage, has a then valid 
express written option to extend the Lease Term and Tenant exercises such 
option to extend the Lease Term within fifteen (15) days following the date 
of such damage; or

             D.   As used herein, the following terms shall have the 
following meanings: (i) the term "Insured Peril" shall mean a peril actually 
insured against for which the insurance proceeds paid or made available to 
Landlord are sufficient (except for any "deductible" amount specified by such 
insurance) to restore the Property under the then existing building codes to 
the condition existing immediately prior to the damage; and (ii) the term 
"Uninsured Peril" shall mean and include any peril not actually insured 
against, any peril actually insured against but for which the insurance 
proceeds paid or made available to Landlord are for any reason (except for 
any "deductible" amount specified by such insurance) insufficient to restore 
the Property under then existing building codes to the condition existing 
immediately prior to the damage, and any peril actually insured against but 
for which the insurance proceeds are not paid or made available to Landlord.

      11.3.  TENANT'S RIGHT TO TERMINATE:  If the Premises are damaged by any 
peril and Landlord does not elect to terminate this Lease or is not entitled 
to terminate this Lease pursuant to paragraph 11.2, then as soon as 
reasonably practicable, Landlord shall furnish Tenant with the written 
opinion of Landlord's architect or construction consultant as to when the 
restoration work required of Landlord may be completed.  Tenant shall have 
the right to terminate this Lease in the event any of the following occurs, 
which right may be exercised only by delivery to Landlord of a written notice 
of election to terminate within thirty (30) days after Tenant receives from 
Landlord the estimate of the time needed to complete such restoration:

             A.   The Premises are damaged by any peril and, in the 
reasonable opinion of Landlord's architect or construction consultant, the 
restoration of the Premises cannot be substantially completed within two 
hundred seventy (270) days after the date of such damage; or

             B.   The Premises are damaged by any peril within twelve (12) 
months of the last day of the Lease Term and in the reasonable opinion of 
Landlord's architect or construction consultant the restoration of the 
Premises cannot be substantially completed within ninety (90) days after the 
date of such damage; or

     C.   The Premises are not restored within eighteen (18) months following 
the date of such damage; provided, however, that if at the time restoration 
of the "shell" of the building in which the Premises are located is 
substantially completed (excluding Interior Improvements) Landlord reasonably 
estimates that Landlord will not be able to complete restoration of the 
Premises within such eighteen (18) month period, then at that time Landlord 
may offer in writing to Tenant the option to terminate this Lease, and if 
Tenant does not exercise such option to terminate the Lease so offered to 
Tenant by Landlord, then Tenant may not thereafter elect to terminate this 
Lease pursuant to this subparagraph 11.3C.

      11.4.  ABATEMENT OF RENT:  In the event of damage to the Premises which 
does not result in the termination of this Lease, the Base Monthly Rent and 
the Additional Rent shall be temporarily abated commencing on the date of 
damage and continuing through the Period of restoration in proportion to the 
degree to which Tenant's use of the Premises is impaired by such damage.  
Tenant shall not be entitled to any compensation or damages from Landlord for 
loss of Tenant's business or property or for any inconvenience or annoyance 
caused by such damage or restoration.  Tenant hereby waives the provisions of 
Section 1932, Subdivision 2, and Section 1933, Subdivision 4, of the 
California Civil Code, and the provisions of any similar law hereinafter 
enacted.

                                       -23-




                                     ARTICLE 12.
                                     -----------

                                     CONDEMNATION


      12.1  TENANT'S TERMINATION RIGHT:  Tenant shall have the right to 
terminate this Lease if, as a result of any taking by means of the exercise 
of the power of eminent domain (including any voluntary sale or transfer by 
Landlord to any condemnor under threat of condemnation), (i) ten percent 
(10%) or more of the Premises is so taken, or (ii) there is a taking 
affecting the Common Area and, as a result of such taking, Landlord cannot 
provide parking spaces within reasonable walking distance of the Premises 
equal in number to at least ninety percent (90%) of the number of spaces 
allocated to Tenant by paragraph 2.1, whether by rearrangement of the 
remaining parking areas in the Common Area (including construction of 
multi-deck parking structures or restripping for compact cars where permitted 
by Law) or by alternative parking facilities on other land.  Tenant must 
exercise such right within a reasonable period of time, to be effective on 
the date that possession of that portion of the Premises or Common Area that 
is condemned is taken by the condemnor.

      12.2  RESTORATION AND ABATEMENT OF RENT:  If any part of the Premises 
or the Common Area is taken by condemnation and this Lease is not terminated, 
then Landlord shall restore the remaining portion of the Premises and Common 
Area to substantially the same condition in which the Premises and Common 
Area were immediately prior to such taking, excluding any Leasehold 
Improvements, Trade Fixtures and/or personal property constructed or 
installed by Tenant; provided, however, that Landlord shall not be obligated 
to spend more for such restoration than the amount of any condemnation award 
recovered by or pursuant to paragraph 12.3.  Thereafter, except in the case 
of a temporary taking, (i) as of the date possession is taken the Base 
Monthly Rent (but not any Additional Rent) shall be reduced in the same 
proportion that the floor area of that part of the Premises so taken (less 
any addition thereto by reason of any reconstruction) bears to the original 
floor area of the Premises, and (ii) to the extent that Landlord is obligated 
to undertake any restoration work as a result of such condemnation, the Base 
Monthly Rent shall be further abated in proportion to the extent to which 
such restoration work interferes with Tenant's ability to use that part of 
the Premises which remains after the condemnation.

      12.3.  TEMPORARY TAKING:  If any portion of the Premises is temporarily 
taken for six (6) months or less, this Lease shall remain in effect and 
Tenant shall be entitled to recover any condemnation award that is made for 
such taking and shall be responsible for restoring the Premises to the 
condition existing immediately prior to such temporary taking.  If any 
portion of the Premises is temporarily taken by condemnation for a period 
which exceeds six (6) months or which extends beyond the natural expiration 
of the Lease Term, and such taking materially and adversely affects Tenant's 
ability to use the Premises for the Permitted Use, then Tenant shall have the 
right to terminate this Lease, effective on the date possession is taken by 
the condemnor.

      12.4.  DIVISION OF CONDEMNATION AWARD:  Any award made as a result of 
any condemnation of the Premises or the Common Area shall belong to and be 
paid to Landlord, and Tenant hereby assigns to Landlord all of its right, 
title and interest in any such award; provided, however, that Tenant shall be 
entitled to recover out of any condemnation award made for a taking of all or 
part of the Premises an amount equal to the unamortized cost of all interior 
improvements paid for by Tenant constructed pursuant to the Interior 
Improvement Agreement and all Leasehold Improvements constructed by Tenant 
(amortized on a straight line basis over the initial Lease Term for Interior 
Improvements, and over the period from completion of construction until 
expiration of the Lease Term for Leasehold Improvements); and provided 
further that Tenant shall be entitled to receive any condemnation award that 
is made directly to Tenant for the following so long as the award made to 
Landlord is not thereby reduced:  (i) for the taking of personal property or 
Trade Fixtures belonging to Tenant, (ii) for the interruption of Tenant's 
business or its moving costs, (iii) for loss of Tenant's goodwill, or (iv) 
for any temporary taking where this Lease is not terminated as a result of 
such taking.  The rights of Landlord and Tenant regarding any condemnation 
shall be determined as provided in this Article, and each party hereby waives 
the provisions of Section 1265.130 of the California Code of Civil 

                                       -24-




Procedure and the provisions of any similar law hereinafter enacted allowing 
either party to petition the Superior Court to terminate this Lease in the 
event of a partial taking of the Premises.

                                      ARTICLE 13.
                                      -----------

                                  DEFAULT AND REMEDIES



       13.1  EVENTS OF TENANT'S DEFAULT:  Tenant shall be in default of its 
obligations under this Lease if any of the following events occurs (an "Event 
of Tenant's Default"):

             A.   Tenant shall have failed to pay Base Monthly Rent or any 
Additional Rent when due and such failure is not cured within ten (10) days 
after delivery of written notice from Landlord specifying such failure to 
pay; or

             B.   Tenant shall have failed to perform any term, covenant, or 
condition of this Lease except those requiring the payment of Base Monthly 
Rent or Additional Rent, and Tenant shall have failed to cure such breach 
within thirty (30) days after written notice from Landlord specifying the 
nature of such breach, or if such breach could not reasonably be cured within 
said thirty (30) day period, Tenant shall have failed to commence such cure 
within said thirty (30) day period and thereafter continue with due diligence 
to prosecute such cure to completion within such time period as is reasonably 
needed; or 

             C.   Tenant shall have made a general assignment of its assets 
for the benefit of its creditors; or

             D.   Tenant shall have sublet the Premises or assigned its 
interest in the Lease in violation of the provisions contained in Article 14, 
whether voluntarily or by operation of law; Landlord shall have notified 
Tenant in writing that such Transfer constitutes a violation of the 
provisions contained in Article 14, and Tenant does not cause such Transfer 
to be rescinded or terminated and possession of the Premises affected by the 
Transfer recovered from the Transferee within ninety (90) days after receipt 
of such notice; or

             E.   Tenant shall have permitted the sequestration or attachment 
of, or execution on, or the appointment of a custodian or receiver with 
respect to, all or any substantial part of the property of Tenant or any 
property essential to the conduct of Tenant's business, and Tenant shall have 
failed to obtain a return or release of such property within ninety (90) days 
thereafter or prior to sale pursuant to such sequestration, attachment or 
levy, whichever is earlier; or

             F.   A court shall have made or entered any decree or order with 
respect to Tenant, or Tenant shall have submitted to or sought a decree or 
order (or a petition or pleading shall have been filed in connection 
therewith) which:  (i) grants or constitutes (or seeks) an order for relief, 
appointment of a trustee, or confirmation of a reorganization plan under the 
bankruptcy laws of the United States; (ii) approves as properly filed (or 
seeks such approval of) a petition seeking liquidation or reorganization 
under said bankruptcy laws or any other debtor's relief law or statute of the 
United States or any state thereof; or (iii) otherwise directs (or seeks) the 
winding up or liquidation of Tenant; and such petition, decree or order shall 
have continued in effect for a period of ninety (90) or more days; or

             G.   Tenant shall have failed to deliver documents as required 
of it pursuant to paragraph 15.4 or 15.7 within the time periods specified 
therein and Tenant shall have failed to cure such default within ten (10) 
days after Landlord has delivered to Tenant written notice that Tenant is in 
default of its obligations to deliver such documents pursuant to either 
paragraph 15.4 or 15.7; or

             H.   An Event of Tenant's Default has occurred under the 
Building A Lease (unless caused by subtenant or assignee of the original 
Tenant under this Lease and such original Tenant is using reasonable efforts 
to cause such default to be cured) and, at the time Tenant is so 

                                       -25-




in default, the Premises and the real property leased to Tenant pursuant to 
the Building A Lease are both owned of record by the same person or entity.

      13.2.  LANDLORD'S REMEDIES:  If an event of Tenant's Default occurs, 
Landlord shall have the following remedies, in addition to all other rights 
and remedies provided by any Law or otherwise provided in this Lease, to 
which Landlord may resort cumulatively or in the alternative:

             A.   Landlord may, at Landlord's election, keep this Lease in 
effect and enforce by an action at law or in equity all of its rights and 
remedies under this Lease, including (i) the right to recover the rent and 
other sums as they become due by appropriate legal action, (ii) the right to 
make payments required of Tenant or perform Tenant's obligations and be 
reimbursed by Tenant for the cost thereof with interest at the Agreed 
Interest Rate from the date the sum is paid by Landlord until Landlord is 
reimbursed by Tenant, and (iii) the remedies of injunctive relief and 
specific performance to compel Tenant to perform its obligations under this 
Lease.

             B.   Landlord may, at Landlord's election, terminate this Lease 
by giving Tenant written notice of termination, in which event this Lease 
shall terminate on the date set forth for termination in such notice.  Any 
termination under this subparagraph shall not relieve Tenant from its 
obligation to pay sums then due Landlord or from any claim against Tenant for 
damages or rent previously accured or then accruing.  In no event shall any 
one or more of the following actions by Landlord, in the absence of a written 
election by Landlord to terminate this Lease, constitute a termination of 
this Lease:

                  (1)  Appointment of a receiver or keeper in order to 
protect Landlord's interest hereunder;

                  (2)  Consent to any subletting of the Premises or 
assignment of this Lease by Tenant, whether pursuant to the provisions hereof 
or otherwise; or

                  (3)  Any other action by Landlord or Landlord's agents 
intended to mitigate the adverse effects of any breach of this Lease by 
Tenant, including without limitation any action taken to maintain and 
preserve the Premises or any action taken to relet the Premises or any 
portions thereof, for the account of Tenant and in the name of Tenant.

             C.   In the event Tenant breaches this Lease and abandons the 
Premises, this Lease shall not terminate unless Landlord gives Tenant written 
notice of its election to so terminate this Lease.  No act by or on behalf of 
Landlord intended to mitigate the adverse effect of such breach, including 
those described by subparagraphs 13.2B(1), (2) and (3) immediately preceding, 
shall constitute a termination of Tenant's right to possession unless 
Landlord gives Tenant written notice of termination.  Should Landlord not 
terminate this Lease by giving Tenant written notice, Landlord may enforce 
all its rights and remedies under this Lease, including the right to recover 
the rent as it becomes due under the Lease as provided in California Civil 
Code Section 1951.4 as in effect on the Commencement Date of this Lease.

             D.   In the event Landlord terminates this Lease, Landlord shall 
be entitled, at Landlord's election, to damages in an amount as set forth in 
California Civil Code Section 1951.2 as in effect on the Commencement Date of 
this Lease.  For purposes of computing damages pursuant to Section 1951.2, 
(i) an interest rate equal to the Agreed Interest Rate shall be used where 
permitted, and (ii) the term "rent" includes Base Monthly Rent and Additional 
Rent.  Such damages shall include without limitation:

                  (1)  The worth at the time of award of the amount by which 
the unpaid rent for the balance of the term after the time of award exceeds 
the amount of such rental loss that Tenant proves could be reasonably 
avoided, computed by discounting such amount at the discount rate of the 
Federal Reserve Bank of San Francisco at the time of award plus one percent 
(1%); and

                  (2)  Any other amount necessary to compensate Landlord for 
all detriment proximately caused by Tenant's failure to perform Tenant's 
obligations under this Lease, or which in the ordinary course of things would 
be likely to result therefrom, including, 

                                       -26-



without limitation, the following:  (i) expenses for cleaning, repairing or 
restoring the Premises; (ii) expenses for altering, remodeling or otherwise 
improving the Premises for the purpose of reletting, including installation 
of leasehold improvements (whether such installation be funded by a reduction 
of rent, direct payment or allowance to a new tenant, or otherwise); (iii) 
broker's fees, advertising costs and other expenses of reletting the 
Premises; (iv) costs of carrying the Premises, such as taxes, insurance 
premiums, utilities and security precautions; (v) expenses in retaking 
possession of the Premises; and (vi) attorneys' fees and court costs incurred 
by Landlord in retaking possession of the Premises and in releasing the 
Premises or otherwise incurred as a result of Tenant's default.

             E.   Nothing in this paragraph shall limit Landlord's right to 
indemnification from Tenant as provided in paragraph 7.2 and paragraph 10.3. 
Any notice given by Landlord in order to satisfy the requirements of 
subparagraphs 13.1A or B above shall also satisfy the notice requirements of 
California Code of Civil Procedure Section 1161 regarding unlawful detainer 
proceedings.

      13.3.  WAIVER BY TENANT OF CERTAIN REMEDIES:  Tenant waives the 
provisions of Sections 1932(1), 1941 and 1942 of the California Civil Code 
and/or any similar or successor law regarding Tenant's right to terminate 
this Lease or to make repairs and deduct the expenses of such repairs from 
the rent due under the Lease.

      13.4.  WAIVER:  One party's consent to or approval of any act by the 
other party requiring the first party's consent or approval shall not be 
deemed to waive or render unnecessary the first party's consent to or 
approval of any subsequent similar act by the other party.  The receipt by 
Landlord of any rent or payment with or without knowledge of the breach of 
any other provision hereof shall not be deemed a waiver of any such breach 
unless such waiver is in writing and signed by Landlord.  No delay or 
omission in the exercise of any right or remedy accruing to either party upon 
any breach by the other party under this Lease shall impair such right or 
remedy or be construed as a waiver of any such breach theretofore or 
thereafter occurring.  The waiver by either party of any breach of any 
provision of this Lease shall not be deemed to be a waiver of any subsequent 
breach of the same or of any other provisions herein contained.

      13.5.  LIMITATION ON EXERCISE OF RIGHTS:  At any time that an Event of 
Tenant's Default has occurred and remains uncured, (i) it shall not be 
unreasonable for Landlord to deny or withhold any consent or approval 
requested of it by Tenant which Landlord would otherwise be obligated to 
give, and (ii) Tenant may not exercise any option to extend, right to 
terminate this Lease, or other right granted to it by this Lease which would 
otherwise be available to it.
                                       

                                    ARTICLE 14.
                                    -----------

                            ASSIGNMENT AND SUBLETTING


      14.1.  BY TENANT:  The following provisions shall apply to any 
assignment, subletting or other transfer by Tenant or any subtenant or 
assignee or other successor in interest of the original Tenant (collectively 
referred to in this paragraph as "Tenant"):

             A.   Tenant shall not do any of the following (collectively 
referred to herein as a "Transfer"), whether voluntarily, involuntarily or by 
operation of laws, without the prior written consent of Landlord, which 
consent shall not be unreasonably withheld or delayed:  (i) sublet all or any 
part of the Premises or allow it to be sublet, occupied or used by any person 
or entity other than Tenant; (ii) assign its interest in this Lease; (iii) 
transfer any right appurtenant to this Lease or the Premises; (iv) mortgage 
or encumber the Lease (or otherwise use the Lease as a security device) in 
any manner; or (v) terminate or materially amend or modify an assignment, 
sublease or other transfer that has been previously approved by Landlord.  
Any Transfer so approved by Landlord shall not be effective until Tenant has 
delivered to Landlord an executed counterpart of the document evidencing the 
Transfer which (i) is in form approved by Landlord, (ii) contains the same 
terms and conditions as stated in Tenant's notice given to Landlord pursuant 
to subparagraph 14.1B, and (iii) contains the agreement of the proposed 
transferee to 

                                       -27-


assume all obligations of Tenant related to the Transfer arising after the 
effective date of such Transfer and to remain jointly and severally liable 
therefor with Tenant.  Any attempted Transfer without Landlord's consent 
shall be voidable at Landlord's option.  Landlord's consent to any one 
Transfer shall not constitute a waiver of the provisions of this paragraph 
14.1 as to any subsequent Transfer nor a consent to any subsequent Transfer.  
No Transfer, even with the consent of Landlord, shall relieve Tenant of its 
personal and primary obligation to pay the rent and to perform all of the 
other obligations to be performed by Tenant hereunder.  The acceptance of 
rent by Landlord from any person shall not be deemed to be a waiver by 
Landlord of any provision of this Lease nor to be a consent to any Transfer.

             B.   Tenant shall give Landlord at least fifteen (15) days prior 
written notice of any desired Transfer and of the proposed terms of such 
Transfer including but not limited to (i) the name and legal composition of 
the proposed transferee; (ii) a current financial statement of the 
transferee, financial statements of the transferee covering the preceding 
three years if the same exist, and (if available) an audited financial 
statement of the transferee for a period ending not more than one year prior 
to the proposed effective date of the Transfer, all of which statements are 
prepared in accordance with generally accepted accounting principles; (iii) 
the nature of the proposed transferee's business to be carried on in the 
Premises; (iv) all consideration to be given on account of the Transfer; (v) 
a current financial statement of Tenant; and (vi) such other information as 
may be reasonably requested by Landlord.  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 
subparagraph 14.1B.  Tenant shall immediately notify Landlord of any 
modification to the proposed terms of such Transfer.

             C.   In the event that Tenant seeks to make any Transfer, then 
Landlord, by giving Tenant written notice of its election within fifteen (15) 
days after Tenant's notice of intent to Transfer has been deemed given to 
Landlord, shall have the right to elect (i) to withhold its consent to such 
Transfer, as permitted pursuant to subparagraph 14.1A, or (ii) to permit 
Tenant to so assign the Lease or sublease such part of the Premises, in which 
event Tenant may do so, but without being released of its liability for the 
performance of all of its obligations under the Lease, and the following 
shall apply:

                  (1)  Subject to subparagraph 14.1C(5), if Tenant assigns 
its interest in this Lease in accordance with this subparagraph 14.1C, then 
Tenant shall pay to Landlord fifty percent (50%) of all consideration 
received by Tenant over and above (i) the assignee's agreement to assume the 
obligations of Tenant under this Lease and (ii) all Permitted Transfer Costs 
related to such assignment.

                  (2)  Subject to subparagraph 14.1C(5), if Tenant sublets 
all or part of the Premises, then Tenant shall pay to Landlord fifty percent 
(50%) of the positive difference, if any, between (i) all rent and other 
consideration paid by the subtenant to Tenant, less (ii) all rent paid by 
Tenant to Landlord pursuant to this Lease which is allocable to the area so 
sublet and all Permitted Transfer Costs related to such sublease.  Such 
amount shall be paid to Landlord on the same basis, whether periodic or in 
lump sum, that such rent and other consideration is paid to Tenant by its 
subtenant, within seven (7) days after it is received by Tenant.

                  (3)  Tenant's obligations under this subparagraph shall 
survive any assignment or sublease.  At the time Tenant makes any payment to 
Landlord required by this subparagraph, Tenant shall deliver an itemized 
statement of the method by which the amount to which Landlord is entitled was 
calculated, certified by Tenant as true and correct.  Landlord shall have the 
right to inspect Tenant's books and records relating to the payments due 
pursuant to this subparagraph.  Upon request therefor, Tenant shall deliver 
to Landlord copies of all bills, invoices or other documents upon which its 
calculations are based. Landlord may condition its approval of any Transfer 
upon obtaining a certification from both Tenant and the proposed transferee 
of all amounts that are to be paid to Tenant in connection with such Transfer.

                  (4)  As used herein, the term "consideration" shall mean 
any consideration of any kind received, or to be received, by Tenant as a 
result of the Transfer, if such sums are related to Tenant's interest in this 
Lease or in the Premises, including payments (in excess of the fair market 
value thereof) for Tenant's assets, fixtures, leasehold improvements, 

                                       -28-



inventory accounts, goodwill, equipment, furniture, general intangibles and 
any capital stock or other equity ownership interest in Tenant.  As used in 
this subparagraph, the term "Permitted Transfer Costs" shall mean (i) all 
reasonable leasing commissions paid to third parties not affiliated with 
Tenant in order to obtain the Transfer in question, (ii) all reasonable 
attorneys' fees incurred by Tenant with respect to the Transfer in question, 
(iii) the cost of tenant improvements installed for the use of the subtenant 
or assignee to the extent required by such party as a condition to the 
Transfer, and (iv) any payments made by Tenant to the transferee to induce it 
to enter into the Transfer (E.G., payment of moving expenses).

                  (5)  Notwithstanding anything to the contrary contained in 
the foregoing, Landlord shall not participate in excess consideration 
received by Tenant from an assignee or subtenant as provided for in 
subparagraphs 14.1C(1) and 14.1C(2) unless such assignment or sublease occurs 
during an Option Term or, in the case of a sublease, extends into an Option 
Term (in which latter event Landlord shall be entitled to its share of the 
excess consideration paid during the Option Term).

             D.   If Tenant is a corporation, any dissolution, merger, 
consolidation or other reorganization of Tenant, or the sale or transfer in 
the aggregate over the Lease Term of a controlling percentage of the capital 
stock of Tenant, shall be deemed a voluntary assignment of Tenant's interest 
in this Lease; provided, however, that the foregoing shall not apply to 
corporations the capital stock of which is publicly traded.  The phrase 
"controlling percentage" means the ownership of and the right to vote stock 
possessing more than fifty percent (50%) of the total combined voting power 
of all classes of Tenant's capital stock issued, outstanding and entitled to 
vote for the election of directors. 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 twenty-five percent (25%) or more (cumulatively) of any 
interest in the capital or profits of the partnership, or the dissolution of 
the partnership, shall be deemed a voluntary assignment of Tenant's interest 
in this Lease.

             E.   Notwithstanding anything contained in this paragraph 14.1, 
so long as Tenant otherwise complies with the provisions of paragraph 14.1 
Tenant may enter into any one of the following transfers (a "Permitted 
Transfer") without Landlord's prior written consent, and Landlord shall not 
be entitled to receive any part of any excess rentals or other consideration 
resulting therefrom that would otherwise be due to it pursuant to paragraph 
14.1C:

                  (1)  Tenant may sublease all or part of the Premises or 
assign its interest in this Lease to any corporation which controls, is 
controlled by, or is under common control with the original Tenant to this 
Lease by means of an ownership interest of more than fifty percent (50%);

                  (2)  Tenant may assign its interest in the Lease to a 
corporation which results from a merger, consolidation or other 
reorganization in which Tenant is not the surviving corporation, so long as 
(i) Tenant demonstrates to Landlord's reasonable satisfaction that the 
surviving corporation will have sufficient creditworthiness to provide 
adequate assurance of future performance of all of Tenant's obligations under 
this Lease, or (ii) the surviving corporation has a net worth at the time of 
such assignment that is equal to or greater than the net worth of Tenant 
immediately prior to such transaction; and

                  (3)  Tenant may assign this Lease to a corporation which 
purchases or otherwise acquires all or substantially all of the assets of 
Tenant, so long as (i) Tenant demonstrates to Landlord's reasonable 
satisfaction that the acquiring corporation will have sufficient 
creditworthiness to provide adequate assurance of future performance of all 
of Tenant's obligations under this Lease, or (ii) such acquiring corporation 
has a net worth at the time of such assignment that is equal to or greater 
than the net worth of Tenant immediately prior to such transaction.

      14.2.  BY LANDLORD:  Landlord and its successors in interest shall have 
the right to transfer their interest in the Premises and the Property at any 
time and to any person or entity.  In the event of any such transfer, the 
Landlord originally named herein (and, in the case of any subsequent 
transfer, the transferor) from the date of such transfer, (i) shall be 
automatically relieved, without any further act by any person or entity, of 
all liability for the performance of the 

                                       -29-



obligations of the Landlord hereunder which may accrue after the date of such 
transfer, and (ii) shall be relieved of all liability for the performance of 
the obligations of the Landlord hereunder which have accrued before the date 
of transfer if its transferee agrees to assume and perform all such 
obligations of the Landlord hereunder.  After the date of any such transfer, 
the term "Landlord" as used herein shall mean the transferee of such interest 
in the Premises and the Property.

                                     ARTICLE 15.
                                     -----------

                                  GENERAL PROVISIONS



      15.1.  LANDLORD'S RIGHT TO ENTER:  Landlord and its agents may enter 
the Premises immediately in case of emergency and otherwise only at such time 
as is approved by Tenant which time of Entry shall be within seven (7) days 
after Landlord delivers written notice to Tenant requesting approval of a 
time to enter, and Landlord may thereafter continue such entry for such 
reasonable period of time as is necessary to accomplish Landlord's permitted 
purpose for such entry.  Landlord may so enter the Premises for the following 
purposes:  (i) inspecting the same, (ii) posting notices of 
non-responsibility, (iii) supplying any service to be provided by Landlord to 
Tenant, (iv) showing the Premises to prospective purchasers or mortgagees, 
(v) making necessary alterations, additions or repairs, (vi) performing 
Tenant's obligations when Tenant has failed to do so after written notice 
from Landlord, (vii) placing upon the Premises ordinary "for sale" signs, 
(viii) responding to an emergency, and/or (ix) during the last six (6) months 
of the Lease Term or at any time when there is a Continuing Tenant Default, 
showing the Premises to prospective tenants and placing upon the Premises 
ordinary "for lease" signs.  For each of the aforesaid purposes, Landlord may 
enter the Premises by means of a master key, and Landlord shall have the 
right to use any and all means Landlord may deem necessary and proper to open 
the doors of the Premises in an emergency.  Any entry into the Premises or 
portions thereof obtained by Landlord by any of said means or otherwise 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, actual 
or constructive, of Tenant from the Premises or any portion thereof.

      15.2.  SURRENDER OF THE PREMISES:  Immediately prior to the expiration 
or upon the sooner termination of this Lease, Tenant shall remove all 
Tenant's Trade Fixtures and other personal property, and shall vacate and 
surrender the Premises to Landlord in the same condition as existed at the 
Commencement Date, except for (i) reasonable wear and tear, (ii) damage 
caused by any peril or condemnation, and (iii) contamination by Hazardous 
Materials for which Tenant is not responsible pursuant to subparagraphs 7.2B 
or 7.2C.  In this regard reasonable wear and tear shall be construed to mean 
wear and tear caused to the Premises by the natural aging process which 
occurs in spite of prudent application of reasonable standards for 
maintenance, repair and janitorial practices, and does not include items of 
neglected or deferred maintenance.  If Landlord so requests, Tenant shall, 
prior to the expiration or sooner termination of this Lease, remove any 
Leasehold Improvements designated by Landlord and repair all damage caused by 
such removal if such removal is required pursuant to paragraph 5.2.  If the 
Premises are not so surrendered at the termination of this Lease, Tenant 
shall be liable to Landlord for all costs incurred by Landlord in returning 
the Premises to the required condition, plus interest on all costs incurred 
at the Agreed Interest Rate.

      15.3.  HOLDING OVER:  This Lease shall terminate without further notice 
at the expiration of the Lease Term.  Any holding over by Tenant after 
expiration of the Lease Term shall not constitute a renewal or extension of 
the Lease or give Tenant any rights in or to the Premises except as expressly 
provided in this Lease.  Any holding over after such expiration with the 
consent of Landlord shall be construed to be a tenancy from month to month on 
the same terms and conditions herein specified insofar as applicable except 
that Base Monthly Rent shall be increased to an amount equal to one hundred 
twenty-five percent (125%) of the Base Monthly Rent required during the last 
month of the Lease Term.

                                       -30-


      15.4.  SUBORDINATION:  The following provisions shall govern the 
relationship of this Lease to any underlying lease, mortgage or deed of trust 
which now or hereafter affects the Property, and any renewal, modification, 
consolidation, replacement or extension thereof (a "Security Instrument"):

             A.   This Lease is subject and subordinate to all Security 
Instruments existing as of the Commencement Date.  However, if any Lender so 
requires, this Lease shall become prior and superior to any such Security 
Instrument.

             B.   At Landlord's election, this Lease shall become subject and 
subordinate to any Security Instrument created after the Commencement Date. 
Notwithstanding such subordination, Tenant's right to quiet possession of the 
Premises shall not be disturbed and the terms of this Lease shall not be 
modified so long as Tenant is not in default and performs all of its 
obligations under this Lease, unless this Lease is otherwise terminated 
pursuant to its terms.

             C.   No subordination of this Lease to a Security Instrument 
pursuant to subparagraphs 15.4A or 15.4B shall be effective until the holder 
of a Security Instrument executes a subordination and non-disturbance 
agreement in favor of Tenant by which the Lender agrees to be bound by the 
immediately preceding sentence.

             D.   Tenant shall execute any document or instrument required by 
Landlord or any Lender to make this Lease either prior or subordinate to a 
Security Instrument, which may include such other matters as the Lender 
customarily requires in connection with such agreements, including provisions 
that (i) the Lender not be liable for any defaults on the part of Landlord 
occurring prior to the time the Lender takes possession of the Premises in 
connection with the enforcement of its Security Instrument; (ii) the Lender 
not be liable for the performance of any obligations contained in the 
Interior Improvement Agreement, for the completion of any improvements under 
construction or required to be constructed by Landlord; (iii) recourse 
against the Lender is limited to its interest in the Premises; (iv) any 
notices given by Tenant to Landlord should also be delivered to the Lender; 
(v) Tenant shall attorn to any purchaser at a foreclosure sale or a grantee 
designated in a deed in lieu of foreclosure; (vi) the Lender shall not be 
bound by any rent which Tenant might have paid in advance to any prior 
Landlord for a period in excess of one month; (vii) the Lender shall not be 
bound by any agreement or modification of the Lease made without the written 
consent of the Lender; and (viii) upon request, Tenant shall enter into a new 
lease with Lender of the Premises upon the same terms and conditions as the 
Lease between Landlord and Tenant, which lease shall cover any unexpired term 
of the Lease existing prior to a foreclosure, trustee's sale, or conveyance 
in lieu of foreclosure.  Tenant's failure to execute any such document or 
instrument within ten (10) days after written demand therefor shall 
constitute a default by Tenant.  Tenant approves as reasonable the form of 
subordination and non-disturbance agreement attached to this Lease as Exhibit 
"D".

      15.5.   TENANT'S ATTORNMENT:  Tenant shall attorn (i) to any purchaser 
of the Premises or Property at any foreclosure sale or private sale conducted 
pursuant to any security instrument encumbering the Premises and/or the 
Property, (ii) to any grantee or transferee designated in any deed given in 
lieu of foreclosure, or (iii) to the lessor under any underlying ground lease 
should such ground lease be terminated.

      15.6.   MORTGAGEE PROTECTION:  In the event of any default on the part 
of the Landlord, Tenant will give notice by registered mail to any Lender or 
lessor under any underlying ground lease whose name has been provided by 
Tenant and shall offer such Lender or lessor a reasonable opportunity to cure 
the default, not to exceed thirty (30) days from the expiration of the time 
period granted to Landlord to cure such default; provided, however, that if 
such Lender requires additional time to cure a default on the part of 
Landlord or to obtain possession of the Premises by power of sale or judicial 
foreclosure or other appropriate legal proceedings if obtaining possession is 
necessary to effect a cure, the Lender shall be granted such opportunity, 
provided that the Lender gives reasonable assurances to Tenant that such 
default will be cured.

      15.7.  ESTOPPEL CERTIFICATES AND FINANCIAL STATEMENTS:  At all times 
during the Lease Term, Tenant agrees, following any request by Landlord, 
promptly to execute and deliver to Landlord an estoppel certificate, (i) 
certifying that this Lease is unmodified and in full force and effect or, if 
modified, stating the nature of such modification and certifying that this 
Lease, as so 

                                       -31-

modified, is in full force and effect, (ii) stating the date to which the 
rent and other charges are paid in advance, if any, (iii) acknowledging that 
there are not, to Tenant's knowledge, any uncured defaults on the part of 
Landlord hereunder or, if there are uncured defaults, specifying the nature 
of such defaults and (iv) certifying such other information about the Lease 
as may be reasonably required by Landlord.  Tenant's failure to deliver an 
estoppel certificate within ten (10) days after delivery of Landlord's 
request therefor shall be a conclusive admission by Tenant that, as of the 
date of the request for such statement, (i) this Lease is unmodified except 
as may be represented by Landlord in said request and is in full force and 
effect, (ii) there are no uncured defaults in Landlord's performance, and 
(iii) no rent has been paid in advance.  At any time during the Lease Term 
Tenant shall, upon ten (10) days' prior written notice from Landlord, provide 
Tenant's most recent financial statement and financial statements covering 
the twenty-four (24) month period prior to the date of such most recent 
financial statement to any existing Lender or to any potential Lender or 
buyer of the Property; provided, however, that if Tenant is a corporation 
whose stock is publicly traded, Tenant may satisfy the foregoing requirement 
by delivering to the appropriate parties copies of its most recent annual 
report prepared to satisfy requirements of the federal securities laws.  Such 
statements shall be prepared in accordance with generally accepted accounting 
principles and, if such is the normal practice of Tenant shall be audited by 
an independent certified public accountant.

      15.8.  FORCE MAJEURE:  Any prevention, delay or stoppage due to 
strikes, lockouts, inclement weather, labor disputes, inability to obtain 
labor, materials, fuels or reasonable substitutes therefor, governmental 
restrictions, regulations, controls, action or inaction, civil commotion, 
fire or other acts of God, and other causes beyond the reasonable control of 
the party obligated to perform (except financial inability) shall excuse the 
performance, for a period equal to the period of any said prevention, delay, 
or stoppage, of any obligation hereunder except the obligation of Tenant to 
pay rent or any other sums due hereunder.

      15.9.  NOTICES:  Any notice required or desired to be given regarding 
this Lease shall be in writing and may be given by personal delivery, by 
facsimile telecopy, by courier service, or by mail.  A notice shall be deemed 
to have been given (i) on the third (3rd) business day after mailing if such 
notice was deposited in the United States mail, certified or registered, 
postage prepaid, addressed to the party to be served at its address first 
above set forth, (ii) when delivered if given by personal delivery, and (iii) 
in all other cases when actually received.  Either party may change its 
address by giving notice of same in accordance with this paragraph.

      15.10.  OBLIGATION TO ACT REASONABLY:  Whenever the consent or approval 
of a party to this Lease is required to be obtained before the other party to 
this Lease may take an action, such consent or approval shall not be 
unreasonably withheld or delayed.

      15.11.  CORPORATE AUTHORITY:  If Tenant is a corporation (or a 
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 the by-laws of said corporation (or partnership in accordance 
with the partnership agreement of said partnership) and that this Lease is 
binding upon said corporation (or partnership) in accordance with its terms.  
If Tenant is a corporation, each of the persons executing this Lease on 
behalf of Tenant does hereby covenant and warrant that Tenant is a duly 
authorized and existing corporation, that Tenant is qualified to do business 
in California and that the corporation has full right and authority to enter 
into this Lease.

      15.12.  ADDITIONAL DEFINITIONS:  Any term that is given a special 
meaning by a provision in this Lease shall have such meaning when used in 
this Lease or any addendum or amendment hereto.  As used herein, the 
following terms shall have the following meanings:

              A.  AGREED INTEREST RATE:  The term "Agreed Interest Rate" 
shall mean that interest rate determined as of the time it is to be applied 
that is equal to the lesser of (i) two percent (2%) in excess of the "prime 
rate", "reference rate", or "base rate" established by Bank of America (or if 
Bank of America shall cease to exist, by the commercial bank with its 
headquarters in California that has the greatest net worth among commercial 
banks headquartered in California) as it may be adjusted from time to time, 
or (ii) the maximum interest rate permitted by law.

                                       -32-

              B.   COMMON AREA:  The term "Common Area" shall mean all areas 
and facilities within the Property that are not designated by Landlord for 
the exclusive use of Tenant or any other lessee or other occupant of the 
Property, including the parking areas, access and perimeter roads, pedestrian 
sidewalk, landscaped areas, trash enclosures, recreation areas and the like.

              C.   LAW:  The term "Law" shall mean any judicial decision, 
statute, constitution, ordinance, resolution, regulation, rule, 
administrative order, or other requirement of any municipal, counting, state, 
federal or other government agency or authority having jurisdiction over the 
parties to this Lease or the Premises, or both, in effect either at the 
Commencement Date of this Lease or any time during the Lease Term, including, 
without limitation, any regulation, order or policy of any quasi-official 
entity or body (e.g., board of fire examiners, public utilities or special 
district).

              D.   LEASEHOLD IMPROVEMENTS:  The term "Leasehold Improvements" 
shall mean all improvement, additions, alterations and fixtures installed in 
the Premises by Tenant at its expense which are not Trade Fixtures.

              E.   LENDER:  The term "Lender" shall mean any beneficiary, 
mortgagee, secured party, lessor, or other holder of any Security Instrument.

              F.   PRIVATE RESTRICTIONS:  The term "Private Restrictions" 
shall mean all recorded covenants, conditions and restrictions, reciprocal 
easement agreements, and any other recorded instruments affecting the use of 
the Premises as they may exist from time to time.

              G.   TRADE FIXTURES:  The term "Trade Fixtures" shall mean 
anything affixed to the Premises by Tenant at its expense for purposes of 
trade, manufacture, ornament or domestic use (except replacement of similar 
work or material originally installed by Landlord) which can be removed 
without injury to the Premises unless such thing has, by the manner in which 
it is affixed, become an integral part of the Premises; provided, however, 
that all of Tenant's signs shall be Trade Fixtures regardless of how affixed 
to the Premises.

      15.13.  MISCELLANEOUS:  Should any provision of this Lease prove to be 
invalid or illegal, such invalidity or illegality shall in no way affect, 
impair or invalidate any other provision hereof, and such remaining 
provisions shall remain in full force and effect.  Time is of the essence 
with respect to the performance of every provision of this Lease in which 
time of performance is a factor.  The captions used in this Lease are for 
convenience only and shall not be considered in the construction or 
interpretation of any provision hereof. Any executed copy of this Lease shall 
be deemed an original for all purposes. This Lease shall, subject to the 
provisions regarding assignment, apply to and bind the respective heirs, 
successors, executors, administrators and assigns of Landlord and Tenant.  
"Party" shall mean Landlord or Tenant, as the context implies.  If Tenant 
consists of more than one person or entity, then all members of Tenant shall 
be jointly and severally liable hereunder.  This Lease shall be construed and 
enforced in accordance with the laws of the State of California. The language 
in all parts of this Lease shall in all cases be construed as a whole 
according to its fair meaning, and not strictly for or against either 
Landlord or Tenant.  When the context of this Lease requires, the neuter 
gender includes the masculine, the feminine, a partnership or corporation or 
joint venture, and the singular includes the plural.  The terms "shall", 
"will" and "agree" are mandatory.  The term "may" is permissive.  When a 
party is required to do something by this Lease, it shall do so at its sole 
cost and expense without right of reimbursement from the other party unless 
specific provision is made therefor.  Where Tenant is obligated not to 
perform any act, Tenant is also obligated to use reasonable efforts to 
restrain any others within its control from performing said act, including 
agents, invitees, contractors, and subcontractors.  Landlord shall not become 
or be deemed a partner nor a joint venturer with Tenant by reason of the 
provisions of this Lease.

      15.14.  TERMINATION BY EXERCISE OF RIGHT:  If this Lease is terminated 
pursuant to its terms by the proper exercise of a right to terminate 
specifically granted to Landlord or Tenant by this Lease, then this Lease 
shall terminate thirty (30) days after the date the right to terminate is 
properly exercised (unless another date is specified in that part of the 
Lease creating the right, in which event the date so specified for 
termination shall prevail), the rent and all other charges due hereunder 
shall be prorated as of the date of termination, and neither Landlord nor 
Tenant shall 

                                       -33-

have any further rights or obligations under this Lease except for those that 
have accrued prior to the date of termination.  This paragraph does not apply 
to a termination of this Lease by Landlord as a result of a default by Tenant.

      15.15.  BROKERAGE COMMISSIONS:  Tenant warrants that it has not had any 
dealings with any real estate brokers, leasing agents or salesmen, or 
incurred any obligations for the payment of real estate brokerage commissions 
or finder's fees which would be earned or due and payable by reason of the 
execution of this Lease other than to the Retained Real Estate Brokers. 
Landlord shall be responsible for the payment of any commission owed pursuant 
to a separate written commission agreement between Landlord and J.R. Parrish, 
Inc. for the payment of the commission as a result of the execution of this 
Lease.

      15.16.  ENTIRE AGREEMENT:  This Lease constitutes the entire agreement 
between the parties, and there are no binding agreements or representations 
between the parties except as expressed herein.  Tenant acknowledges that 
neither Landlord nor Landlord's agent(s) has made any representation or 
warranty as to (i) whether the Premises may be used for tenant's intended use 
under existing Law or (ii) the suitability of the Premises or the Common Area 
for the conduct of Tenant's business or the condition of any improvements 
located thereon.  Tenant expressly waives all claims for damage by reason of 
any statement, representation, warranty, promise or other agreement of 
Landlord or Landlord's agent(s), if any, not contained in this Lease or in 
any addendum or amendment hereto.  No subsequent change or addition to this 
Lease shall be binding unless in writing and signed by the parties hereto.

      15.17.  RIGHT OF FIRST OFFER TO LEASE:  If at any time and from time to 
time during the Lease Term Landlord desires to lease all or any portion of 
any buildings located on the Property, Landlord shall first give written 
notice of such fact to Tenant (an "Offer to Lease"), which shall be 
accompanied by the form of lease that Landlord intends to use for the 
transaction and the following information regarding the basic business terms 
of the transaction (the "Basic Business Terms"):  (i) a description of the 
premises to be leased; (ii) the term of the proposed lease; (iii) the 
improvements Landlord is willing to construct or that it will require to be 
constructed; (iv) the method of payment for such improvements; (v) the base 
monthly rent for the term; (vi) additional rent to be paid by the tenant to 
the extent not reflected in the form lease; (vii) the estimated commencement 
date for the lease term; (viii) any options to extend the lease term and the 
rent to be charged during any such extension periods; and (ix) any other 
material business terms Landlord elects to specify.

              A.   Landlord shall lease to Tenant and Tenant shall lease form 
Landlord the Premises identified in the Offer to Lease on the Basic Business 
Terms stated in the Offer to Lease if:  (i) the Premises offered for Lease in 
the Offer to Lease consist of an area that is less than 14,000 square feet of 
gross leasable area and Tenant notifies Landlord in writing of Tenant's 
agreement to lease such Premises on the terms stated in the Offer to Lease 
within thirty (30) days after receipt of the Offer to Lease in question; or 
(ii)  the Premises described in the Offer to Lease consist of an area that is 
more than 14,000 square feet and Tenant notifies Landlord in writing of 
Tenant's agreement to Lease such premises on the terms stated in the Offer to 
Lease within fifteen (15) days after receipt of the Offer to Lease in 
question.  If Tenant so timely elects to lease the space so offered, Landlord 
shall lease to Tenant and Tenant shall lease from Landlord such space on the 
following terms:

                   (1)  The Lease of such space shall be on the Basic 
Business Terms stated in the Offer to Lease; provided, however, that Tenant's 
obligation to pay rent shall not commence until the earlier of:  (i) the date 
any improvements that Landlord is to construct as set forth in the Basic 
Business Terms have been substantially completed, subject to punchlist items; 
or (ii) ninety (90) days after the space has been delivered to Tenant vacant 
and ready for improvement work, if such improvement work is not to be 
performed by Landlord.

                   (2)  The lease of such premises shall be consummated by 
the preparation and execution of a written lease, in the form and content of 
the form of lease accompanying the Offer to Lease, except as modified to 
incorporate the Basic Business Terms set forth in the Offer to Lease and as 
expressly provided herein. The lease shall be executed by Landlord and Tenant 
as soon as reasonably practicable after Tenant has made its election to 
accept the Offer to Lease, but in no event later than forty-five (45) days 
thereafter.

                                       -34-

              B.   If Tenant does not indicate in writing its agreement to 
lease the premises offered on the terms contained in the Offer to Lease 
within the time period specified in subparagraph 15.17A, then the following 
shall apply:

                   (1)  Landlord shall have the right to lease such premises 
to any third party on the same Basic Business Terms set forth in the Offer to 
Lease and such other terms as are contained in the form of lease included 
with the Offer to Lease; provided, however, that Landlord may make any 
changes to such form of Lease at the request of a prospective tenant to 
induce it to lease such space from Landlord so long as such changes are 
commercially reasonable and do not materially change the Basic Business Terms 
set forth in the Offer to Lease, and such lease is executed within one 
hundred twenty (120) days after the Offer to Lease is delivered to Tenant.

                   (2)  If within one hundred twenty (120) days after the 
Offer to Lease is delivered to Tenant, Landlord elects to lease the premises 
in question on terms different than the Basic Business Terms stated in the 
Offer to Lease, then Landlord shall give notice to Tenant of such election 
setting forth the new terms upon which Landlord is willing to so lease the 
premises in question (the "Amended Offer to Lease").  Tenant shall have the 
right to lease the premises in question upon the terms stated in the Offer to 
Lease, as modified by the Amended Offer to Lease, which right may be 
exercised by delivering written notice of such election to exercise to 
Landlord within five (5) days following delivery to Tenant of the Amended 
Offer to Lease.  If Tenant does not send written notice to Landlord of its 
election to lease the premises in question upon the terms set forth in the 
Offer to Lease, as modified by the Amended Offer to Lease, within said five 
(5) day period, then Landlord may lease the premises in question to any third 
party in accordance with the terms and conditions set forth in the Offer to 
Lease, as modified by the Amended Offer to Lease; provided, however, that 
Landlord may make any changes to the form of lease included in the Offer to 
Lease or the Amended Offer to Lease at the request of a prospective tenant to 
induce it to lease such space from Landlord so long as such changes are 
commercially reasonable and do not materially change the Basic Business Terms 
set forth in the Offer to Lease, as modified by the Amended Offer to Lease 
and the lease is executed within sixty (60) days after the Amended Offer to 
Lease is delivered to Tenant.

              C.   If Tenant is offered the opportunity to lease all or a 
portion of any building on the Property and declines to exercise such right, 
and if Landlord subsequently enters into a lease with a third party affecting 
the space so offered to Tenant, the right of first offer contained in this 
paragraph shall thereafter be subject and subordinate to any rights granted 
to such third party tenant with respect to such space, or any other space in 
the Property, including rights of first refusal, options to extend, and 
options to expand.

              D.   If Landlord has delivered to Tenant a Offer to Lease and 
Tenant has not elected to lease the premises offered on the terms contained 
in the Offer to Lease, then if Landlord so requests, Tenant shall deliver to 
Landlord or any prospective tenant a certificate or certificates stating 
that:  (i) Landlord has complied with the provisions of this paragraph 15.17 
and may lease the premises in question pursuant to the Offer to Lease free of 
any rights or claims of Tenant; or (ii) Landlord has not complied with the 
provisions of this paragraph 15.17 and specifying the manner in which 
Landlord has failed to so comply.  Such certificate shall be delivered 
promptly after request therefor but in no event not more than five (5) days 
after request has been delivered to Tenant. Tenant's failure to deliver such 
certificate within the required time period shall be deemed an admission upon 
which any party may rely that Landlord has complied with the provisions of 
this paragraph 15.17 and may lease the premises in question pursuant to the 
terms of the Offer to Lease free of any rights or claims by Tenant.

              E.   Notwithstanding anything to the contrary contained in the 
foregoing, tenant may not exercise its right to lease the space described in 
the Offer to Lease, nor, at the option of Landlord, shall a new lease for 
such space commence, unless Tenant demonstrates to Landlord's reasonable 
satisfaction that tenant has sufficient creditworthiness to provide adequate 
assurance of future performance of all of Tenant's obligations under the new 
lease.

              F.   Within ten (10) days after receipt of written request 
therefor from tenant, Landlord shall inform Tenant in writing of the 
following with respect to all leases affecting the Property:  (i) the 
scheduled lease term expiration date; (ii) any options to extend (including 
the 
                                       -35-

commencement and termination date of such options to extend); and (iii) such 
other information as is reasonably requested by Tenant concerning the status 
of leases then affecting the Property as it relates to determining when such 
leases will terminate and space become available.  In addition, Landlord 
shall use reasonable efforts to promptly notify tenant of the availability of 
space within the Property that results from events other than the natural 
expiration of a lease term (E.G., termination of a lease resulting from a 
tenant's default or negotiations regarding the rescission of a lease by 
mutual consent).

              G.   The parties acknowledge that (i) paragraph 15.17 of the 
Building A Lease contains substantially the same provisions as those set 
forth in this paragraph 15.17, and (ii) it is their intention that there be 
only one right of first offer to lease that is held and may be exercised by 
only one person or entity.  If Landlord complies with the provisions of 
paragraph 15.17 of this Lease or paragraph 15.17 of the Building A Lease with 
respect to a lease of space within the Property to a third party, Landlord 
shall be deemed to have satisfied the requirements of both Leases with 
respect to this subject.  The parties further agree that the right of first 
offer to lease set forth in this paragraph 15.17 and in paragraph 15.17 of 
the Building A Lease may only be held by one entity who is FMC Corporation or 
its successor.  If Tenant concurrently assigns its interest in this Lease and 
the Building A Lease to the same person or entity pursuant to an assignment 
described by subparagraphs 14.1E(2) or (3), such assignment shall not affect 
the provisions of this paragraph 15.17. However, if tenant assigns its 
interest in this Lease without concurrently also assignment its interest in 
the Building A Lease to the same person or entity pursuant to an assignment 
described by subparagraphs 14.1E(2) or (3), then effective upon such 
assignment the provisions of this paragraph 15.17 shall terminate and be of 
no further force or effect.  Notwithstanding the foregoing sentence, if the 
Building A Lease has been terminated or if the provisions of paragraph 15.17 
of the Building A Lease have terminated because of an assignment of the 
tenant's interest in the Building A Lease, then any subsequent assignment by 
Tenant of its interest in this Lease pursuant to an assignment described by 
subparagraphs 14.1E(2) or (3) shall not cause the right of first offer to 
lease created by this paragraph 15.17 to terminate.  The rights created by 
this paragraph 15.17 may not be assigned or otherwise transferred to any 
third party except in connection with an assignment of all of Tenant's right, 
title and interest in this Lease made in compliance with paragraph 14.1 
hereof.  A sublease shall not affect the rights granted by this paragraph 
15.17; provided, however, that no subtenant of Tenant shall have the right to 
directly lease the Offered Space from Landlord (although Tenant may exercise 
the right of first offer to lease and then sublease to any existing subtenant 
pursuant to the terms of the new lease).

      IN WITNESS WHEREOF, Landlord and Tenant have executed this Lease with 
the intent to be legally bound thereby, to be effective as of the 
Commencement Date of this Lease.

LANDLORD:                                   TENANT:

THE EQUITABLE LIFE ASSURANCE SOCIETY         FMC CORPORATION,
OF THE UNITED STATES, a New York             a Delaware corporation
corporation

By:   /s/ James Piane                        By:   /s/ Charles Fink  
    ------------------------------               -----------------------------

Printed                                      Printed
Name:   James Piane                          Name:   Charles Fink            
      ----------------------------                 ---------------------------

Title:   Attorney in Fact                    Title:   V.P. & Group Manager
        --------------------------                  --------------------------

By:                                          By:                      
    ------------------------------               -----------------------------


Printed                                      Printed
Name:                                        Name:                         
      ------------------------------               ---------------------------


Title:                                       Title:                        
      ------------------------------               ---------------------------


Dated:                                       Dated:                        
      ------------------------------                --------------------------


                                       -36-




If Tenant is a CORPORATION, the authorized officers must sign on behalf of the
corporation and indicate the capacity in which they are signing.  The Lease must
be executed by the chairman of the board, president or vice-president AND the
secretary, assistant secretary, the chief financial officer or assistant
treasurer, UNLESS the Bylaws or resolution of the Board of Directors shall
otherwise provide, in which event the Bylaws or a certified copy of the
resolution, as the case may be, must be attached to this Lease.








                                     EXHIBIT "A"
                                     -----------
                                          
                                          
                                          
                                          
                                          
                                          
                                       [MAP]
                                          
                                          
                                          
                                       [MAP]
                                          
                                          
                                          







                                     EXHIBIT "B"

                              PLANS AND SPECIFICATIONS

                                  FOR BUILDING "C"


Plans and Specifications Prepared by DES
----------------------------------------
Sheet                             Title                             Current Date
-----                            -------                            ------------

A-1            Title Sheet                                             6-9-89

A-2            Bldg. "C" - First Floor Demolition Plan                 6-9-89

A-3            Bldg. "C" - Second Floor Demolition Plan                6-5-89

A-4            Bldg. "C" - First Floor Plan                            6-9-89

A-5            Bldg. "C" - Second Floor Plan                           6-9-89

A-6            Bldg. "C" - Third Floor Plan                            6-9-89

A-7            Bldg. "C" - First Floor
                  Reflected Ceiling Plan                               6-9-89
A-8            Bldg. "C" - Second Floor
                  Reflected Ceiling Plan                               6-9-89
A-9            Bldg. "C" - Third Floor
                  Reflected Ceiling Plan                               6-9-89
A-10           Bldg. "C" - First Floor Finish Plan                     6-9-89

A-11           Bldg. "C" - Second Floor Finish Plan                    6-9-89

A-12           Bldg. "C" - Third Floor Finish Plan                     6-9-89

A-13           Bldg. "C" - First Floor
                  Electrical/Telephone Plan                            6-9-89
A-14           Bldg. "C" - Second Floor
                 Electrical/Telephone Plan                             6-9-89
A-15           Bldg. "C" - Third Floor
                 Electrical/Telephone Plan                             6-9-89
A-16           Details, Interior Elevations, Enlarged
                 Shower Plan, Door & Window Schedule                   6-5-89

A-17           Details                                                 6-5-89

A-18           Structural Details, Architectural Details               6-9-89





Plans and Specifications Prepared by Hague-Richards Associates, Ltd.
--------------------------------------------------------------------

Sheet                             Title                            Current Date
-----                            -------                           ------------

DA-1          Lobby Plans
                Reflected Ceiling Plans, Elevations, Details          6-9-89

D-1           Third Floor - Architectural Plan Elevations             6-9-89

D-2           Third Floor - Reflected Ceiling Plan                    6-9-89

D-3           Third Floor - Elevations                                6-9-89

D-4           Third Floor - Details                                   6-9-89

D-5           Third Floor - Details                                   6-9-89

D-6           Third Floor - Details                                   6-9-89

D-9           Third Floor - Finish Legend
                Room Finish Schedule                                  6-9-89

Plans/Specs




                                       -2-




                                     EXHIBIT C
                                          
                           INTERIOR IMPROVEMENT AGREEMENT
                                    (Building C)





      This Interior Improvement Agreement is made part of that Lease dated 
for reference purposes only June 1, 1989 (the "Lease"), by and between THE 
EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNTIED STATES, a New York corporation 
("Landlord") and FMC Corporation, a Delaware corporation ("Tenant") of 
approximately 86,785 square feet of gross leasable area located in that 
building commonly known as Building C of Airport Technology Park, 2830 De La 
Cruz Boulevard, Santa Clara, California.

      Landlord and Tenant agree that the following terms are hereby added to 
the Lease:

             1.   DEFINITIONS:  As used herein and in the Lease, the 
following terms shall have the following meanings:

             A.   APPROVED PLANS:  The term "Approved Plans" shall mean those 
final plans, specifications and working drawings described by Exhibit "B" to 
the Lease.

             B.   INTERIOR IMPROVEMENTS:  The term "Interior Improvements" 
shall mean those improvements described by the Approved Plans that Tenant has 
the right to construct in the Premises pursuant to paragraph 2 hereof.

             C.   INTERIOR IMPROVEMENT COSTS:  The term "Interior Improvement 
Costs" shall mean the following:  (i) the total amount due pursuant to the 
construction contract entered into by Tenant pursuant to subparagraph 2B 
hereof to construct the Interior Improvements; (ii) the cost of all 
governmental approvals, permits and fees required as a condition to the 
construction of the Interior Improvements; (iii) all utility connection or 
use fees; (iv) fees of architects, designers, or engineers for services 
rendered in connection with the design and construction of the Interior 
Improvements; (v) the cost of payment and performance bonds obtained to 
assure completion of the Interior Improvements; and (vi) relocation and 
moving expenses incurred by Tenant in connection with Tenant's move to the 
Premises.  There shall be excluded from Interior Improvement Costs the 
following, to the extent not included in the construction contract with the 
Prime Contractor referred to in subparagraph 2B hereof:  (i) any fee for 
Landlord's review of Tenant's plans for the Interior Improvements; (ii) 
temporary electricity used during the construction period in connection with 
the construction of the Interior Improvements; and (iii) any fees charged by 
Tenant or its agents or employees for supervising/reviewing the construction 
of the Interior Improvements (excluding overhead and profits of prime 
contractor).

             D.   LANDLORD'S INTERIOR IMPROVEMENT ALLOWANCE:  The term 
"Landlord's Interior Improvement Allowance" shall mean the maximum amount 
Landlord is required to spend toward the payment of the Interior Improvement 
Costs, which amount is equal to the product obtained by multiplying (i) 
Twenty-One Dollars ($21.00) per square foot by (ii) the Premises Gross 
Leasable Area (expressed in square feet) of 86,785 square feet, for a total 
of One Million Eight Hundred Twenty-Two Thousand Four Hundred Eighty-Five 
Dollars ($1,822,485).

             E.   SUBSTANTIALLY COMPLETED:  The Interior Improvements shall 
be deemed to be "Substantially Completed" when (i) Prime Contractor has 
issued its written certificate stating that such improvements have been 
substantially completed in accordance with the Approved Plans therefor, (ii) 
electrified office partitions are installed, and (iii) the Building 
Department of the City of Santa Clara has completed its final inspection of 
such improvements and has "signed off" the building inspection card approving 
such work as complete.

             F.   PRIME CONTRACTOR:  The term "Prime Contractor" shall mean 
Alacon Construction, Inc.

                                       


      2.   CONSTRUCTION OF INTERIOR IMPROVEMENTS:  Tenant shall have the 
right to construct the Interior Improvements in accordance with the 
following: 

             A.   Tenant warrants that the Interior Improvements shall be 
constructed in a good and workmanlike manner substantially in accordance with 
the Approved Plans (as modified by any change orders approved by Landlord and 
Tenant pursuant to paragraph 3 hereof) and all Laws.  All materials and 
equipment furnished shall be fully paid for and be free of liens, chattel 
mortgages, and security interests of any kind.

             B.   The Interior Improvements shall be constructed by Prime 
Contractor pursuant to a construction contract between Tenant and Prime 
Contractor. Landlord shall have the right to review such form of construction 
contract before it is executed.  Once the construction contract between Prime 
Contractor and Tenant has been executed, Tenant shall not materially amend, 
modify or alter the responsibilities of Prime Contractor thereunder without 
Landlord's written consent, except for change orders approved pursuant to 
paragraph 3 hereof.  In purposes connection with the execution of such 
construction contract, Tenant shall use reasonable efforts to provide that 
all construction or equipment warranties or guarantees obtained by Tenant 
shall, to the extent obtainable, provide that such warranties and guarantees 
obtained by tenant shall, to the extent obtainable, provide that such 
warranties and guaranties shall also run for the benefit of Landlord.  Upon 
reasonable written advance request of Landlord, Tenant shall inform Landlord 
of all written construction and equipment warranties existing in favor of 
Tenant which affect the Interior Improvements. Tenant shall cooperate with 
Landlord in enforcing such warranties and in bringing any suit that may be 
necessary to enforce liability with regard to any defects.

             C.   Tenant shall use reasonable efforts to commence 
construction of the Interior Improvements as soon as reasonably practicable, 
and shall thereafter continuously prosecute such construction to completion.

             D.   Tenant shall properly obtain, comply with and keep in 
effect all permits, licenses and other governmental approvals which are 
required to be obtained form governmental bodies in order to construct the 
Interior Improvements.  Upon reasonable written advance request, Tenant shall 
promptly deliver copies of all such permits, licenses and approvals to 
Landlord.

             E.   Tenant shall be solely responsible for all aspects of the 
construction of the Interior Improvements, including the development and 
design thereof as set forth in the Approved Plans, the supervision of the 
work of construction, the qualification, financial condition, and performance 
of all architects, engineers, contractors, material suppliers, consultants, 
and the accuracy of all applications for payment and the proper application 
of all disbursement. Landlord is not obligated to supervise, inspect or 
inform Tenant or any third party of any aspect of the construction of the 
Interior Improvements.  Any inspection or review by Landlord is to determine 
whether Tenant is properly discharging its obligations to Landlord and may 
not be relied upon by tenant or any third party.  Landlord owes no duty of 
care to Tenant or any third party to protect against or to inform Tenant or 
any third party of, any negligence, faulty, inadequate or defective design or 
construction of the Interior Improvements.

        3.   CHANGES TO APPROVED PLANS FOR INTERIOR IMPROVEMENTS:  Neither 
Landlord nor Tenant shall have the right to order extra work or change orders 
with respect to the Approved Plans or the construction of the Interior 
Improvements without the prior written consent of the other.  All extra work 
or change orders requested by either Landlord or Tenant shall be made in 
writing, shall specify the amount of delay or the time saved resulting 
therefrom, shall specify any added or reduced cost resulting therefrom, and 
shall become effective and a part of the Approved Plans once approved in 
writing by both parties.  Notwithstanding the foregoing, tenant's failure to 
obtain Landlord's consent to an extra work or change order shall not be an 
Event of Tenant's Default if Landlord would have been required to consent to 
the change pursuant to the terms hereof.

                                       -2-



        4.   PAYMENT OF INTERIOR IMPROVEMENT COSTS:  The Interior Improvement 
Costs and certain noise attenuating improvement costs shall be paid as 
follows:

             A.   Landlord and Tenant desire to improve the Premises so that 
the following maximum interior noise levels are achieved for the types of 
office space identified:  55 dBA for executive offices and conference rooms; 
60 dBA for staff offices; and 65 dBA for sales and secretarial offices.  To 
achieve these goals Landlord and Tenant agree to contribute to the cost of 
improvements as follows.  Tenant at its sole cost and expense shall install 
(i) extra sheetrock in the roof and sound attenuating ceiling tiles in third 
floor ceilings, and (ii) sheetrock beneath the structural ceiling and above 
the suspended ceilings of all the second and third floor offices, and 
sprinklers as required by the City of Santa Clara, along with caulking 
required in connection therewith. Landlord at its sole cost and expense shall 
cause the sliding glass doors on the second and third floor to be removed and 
replaced with double pane sound attenuating glass windows.  In the event upon 
completion of all of the work described above in this subparagraph A, the 
desired noise levels are not achieved, Landlord agrees to pay for the cost of 
additional improvements designed to reduce noise levels; provided Landlord 
shall not be required to contribute more than One Hundred Fifty Thousand 
Dollars ($150,000) for such additional improvements.

             B.   In addition to those contributions of Landlord described in 
subparagraph A above, Landlord shall contribute to the payment of all 
Interior Improvement Costs up to an amount equal to Landlord's Interior 
Improvement Allowance.  If any part of the Landlord's Interior Improvement 
Allowance is not used by tenant, or Tenant does not qualify for a 
disbursement pursuant to the provisions of this paragraph 4 with the result 
that the entire allowance is not disbursed, there shall nonetheless be no 
adjustment in the Base Monthly Rent due from tenant pursuant to the Lease.  
If the Interior Improvement Costs exceed the maximum amount of Landlord's 
required contribution, then Tenant shall pay the entire amount of such excess.

             C.   Landlord and Tenant acknowledge that the construction 
contract Tenant will enter into for the construction of the Interior 
Improvements will provide for progress payments to Prime Contractor in stages 
as the work is completed. Landlord shall pay the full amount of each such 
progress payment until all of Landlord's Interior Improvement Allowance is 
expended.  Thereafter, if the cost of the Interior Improvements exceeds the 
amount of Landlord's required contribution for such improvements, then Tenant 
shall pay the rest of the progress payments due to Prime Contractor.  
Landlord shall pay any progress payment due from Landlord to Prime Contractor 
within thirty (30) days after satisfaction of all of the conditions precedent 
to such progress payment by Landlord that has been requested by tenant which 
are set forth in subparagraph 4D and 4E hereof.  If Landlord fails to pay any 
such amount when due, then Tenant may (but without the obligation to do so) 
advance such funds on Landlord's behalf, and Landlord shall be obligated to 
reimburse Tenant for the amount of funds so advanced on its behalf and all 
costs incurred by Tenant in so doing, including all interest at the Agreed 
Interest Rate.

             D.   If Tenant desires to obtain a disbursement from Landlord 
from the Landlord's Interior Improvement Allowance for the purpose of paying 
Interior Improvement Costs, Tenant shall submit to Landlord a written 
itemized statement, signed by Tenant (an "Application for Payment") setting 
forth the following: (i) a description of the construction work performed, 
materials supplied and/or costs incurred or due for which disbursement is 
requested; and (ii) the total amount incurred, expended and/or due for each 
requested item less prior disbursements; and (iii) the amount due to be paid 
by Landlord from Landlord's Interior Improvement Allowance.

             E.   Landlord shall have no obligation to make any disbursement 
from Landlord's Interior Improvement Allowance at any time that there is a 
Continuing Tenant Default (as defined in paragraph 1.14 of the Lease), or 
there has occurred an event, omission or failure of conditions which would 
constitute an Event of Tenant's Default (as defined in paragraph 13.1 of the 
Lease) after notice or lapse of time, or both.  In addition, Landlord shall 
have the right to condition any disbursement from Landlord's Interior 
Improvement Allowance 

                                       -3-



upon Landlord's receipt and approval of the following with respect to each 
Application for Payment:

                  (1)  The form of Application for Payment and the 
sufficiency of the information contained therein;

                  (2)  Bills and invoices and any other documents evidencing 
the total amount expended, incurred, or due for any requested contribution to 
Interior Improvement Costs;

                  (3)  Evidence of Tenant's use of lien releases acceptable 
to Landlord for payments or disbursements to any contractor, subcontractor, 
materialmen, supplier, or lien claimant

                  (4)  Architects, inspectors and/or engineer's periodic 
certification and the stage of construction that has been completed and its 
conformance to the Approved Plans based upon any such architects, inspectors 
and/or engineers periodic, physical inspections of the Premises and Interior 
Improvements;

                  (5)  Waivers and releases of mechanics' lien, stop notice 
claim, equitable lien claim or other lien claim rights or lien bonds in form 
and amount reasonably satisfactory to Landlord;

                  (6)  Evidence of Tenant's compliance with its obligations 
pursuant to paragraph 2 hereof;

                  (7)  Any other document, requirement, evidence or 
information that Landlord may reasonably request pursuant to any provision of 
this Interior Improvement Agreement.

             F.   Tenant agrees that all disbursements made to Tenant by 
Landlord from Landlord's Interior Improvement Allowance shall be used only 
for the payment of Interior Improvement Costs and shall be applied as set 
forth, and for the purposes described in, the relevant Application for 
Payment based upon which the disbursement is made.

     5.   PUNCHLIST:     Within a reasonable period of time after the 
Interior Improvements are Substantially Completed, Landlord, Tenant and 
Tenant's architect shall together walk through and inspect such improvements 
so completed, using reasonable efforts to discover all uncompleted or 
defective construction.  After such inspection has been completed.  Tenant 
shall use reasonable efforts to complete and/or repair all "punch list" items 
within thirty (30) days thereafter.

     6.   CONSTRUCTION WARRANTY FOR THE INTERIOR IMPROVEMENTS:  Tenant 
warrants that the construction of the Interior Improvements will be performed 
in accordance with the Approved Plans therefor and all Laws in a good and 
workmanlike manner, and that all materials and equipment furnished will 
conform to said plans and shall be new and otherwise of good quality.  Tenant 
shall promptly commence the cure of any breach of such warranty and complete 
such cure with diligence at Tenant's cost and expense.

     7.   OWNERSHIP OF THE INTERIOR IMPROVEMENTS:  All of the Interior 
Improvements which are constructed with funds of Landlord shall become the 
property of Landlord upon installation and shall not be removed or altered by 
Tenant.  Any part of the Interior Improvements which are constructed by 
Landlord with funds of Tenant shall become the property of Tenant upon 
installation and Tenant shall have the right to depreciate and claim and 
collect investment tax credits in such improvements; provided, however, that 
(i) Tenant shall not remove or alter such improvements during the term of the 
Lease; (ii) such improvements shall be surrendered to Landlord, and title to 
such improvements shall best in Landlord, at the expiration or earlier 
termination of the Lease Term; and (iii) in no event shall Landlord have any 
obligation to pay Tenant for the cost or value of such improvements.  
Notwithstanding the foregoing, Tenant shall have the right to remove only the 
following kinds of Interior Improvements so long as it repairs all damage 
caused by the installation thereof and returns the Premises to the condition 
existing 

                                       -4-



prior to the installation of such Interior Improvements:  (i) built-in 
cabinets, file drawers and bookcases; (ii) computer room air conditioning; 
(iii) canteen equipment; (iv) office cubicle systems; and (v) ornamental 
statutes.  If both Landlord and Tenant contribute to the cost of constructing 
the Interior Improvements, Landlord and Tenant shall agree in writing which 
of such improvements are to be constructed using Landlord's funds (and 
therefore are Landlord's property) and which of them are to be installed with 
Tenant's funds (and therefore are Tenant's property during the Lease Term).

     8.   DOCUMENTS:  Within fifteen (15) days after receiving a written 
request from Landlord, Tenant shall deliver to Landlord the most current 
version of the following:  (i) a complete and correct list showing the name, 
address and telephone number of each contractor, subcontractor and principal 
materials supplier engaged in connection with the construction of the 
Interior Improvements, and the total dollar amount of each contract and 
subcontract (including any changes) together with the amounts paid through 
the date of the list; (ii) true and correct copies of all executed contracts 
and subcontracts identified in the list described in the immediately 
preceding clause, including any changes; (iii) a construction progress 
schedule; and (iv) any update to any item described in the preceding clauses 
which Tenant may have previously delivered to Landlord.  Tenant expressly 
authorizes Landlord to contact any contractor, subcontractor or materials 
supplier to verify any information disclosed in accordance with this 
paragraph.  Within sixty (60) days after the Interior Improvements have been 
Substantially Completed, Tenant shall cause the following to be delivered to 
Landlord:

          A.   Statements from Tenant's architect in form reasonably 
satisfactory to Landlord certifying that the Interior Improvements have been 
completed substantially in accordance with the Approved Plans and all Laws;

          B.   A copy of all permanent certificates of occupancy and other 
governmental approvals which may be received by Tenant with respect to the 
construction of the Interior Improvements;

          C.   One (1) copy of the Approved Plans, one (1) copy of each extra 
work or change order, and one (1) copy of any "As-Built" plans and 
specifications for the Interior Improvements, which Tenant may have elected 
to cause to be prepared;

          D.   One (1) copy of all warranties, guaranties, and operational 
manuals relating to the Interior Improvements;

          E.   A copy of a recorded notice of completion relating to the 
construction of the Interior Improvements.

     9.   INDEMNITY:  Tenant agrees to indemnify and hold Landlord harmless 
from and against all liabilities, claims, actions, damages, costs and 
expenses (including attorneys' fees incurred by Landlord in protecting its 
interest from the following) arising out of or resulting from construction of 
the Interior Improvements, including any mechanics' liens, defective 
workmanship or materials and any claim or cause of action of any kind by any 
party that Landlord is liable for any act or omission committed or made by 
Tenant, its agents, employees, or contractors in connection with the 
construction of the Interior Improvements.

     10.  ROOF AND OTHER WORK:  Landlord agrees to cause the structural 
support of the roof mounted mechanical units on the Premises to be inspected 
by Cabak Randall Jasper Griffiths Associates.  If as a result of such 
inspection, remedial work is recommended, Landlord shall cause the same to be 
performed by Prime Contractor at Landlord's expense, as soon as reasonably 
practicable.

     Landlord agrees to replace, at Landlord's expense, the broken window on 
the east side, south end of the second floor of the Premises.

     11.  EFFECT OF AGREEMENT:  In the event of any inconsistency between 
this Agreement and the Lease, the terms of this Agreement shall prevail.

                                       -5-



AS TENANT:                              AS LANDLORD:
----------                              ------------


FMC CORPORATION,                        THE EQUITABLE LIFE ASSURANCE
a Delaware corporation                  SOCIETY OF THE UNITED STATES,
                                        a New York corporation



By:  /s/ Charles Fink                   By:  /s/ James Piane     
    ---------------------------             ---------------------------


Its: V.P. & Group Manager               Its: Attorney in Fact    
    ---------------------------             ---------------------------


Dated:    June 23, 1989                 Dated:    6-23-89             
        -----------------------                ------------------------





                                       -6-





                                     EXHIBIT D

                                          
RECORDING REQUESTED BY:


The Equitable Life Assurance
   Society of the Untied States

WHEN RECORDED RETURN TO:

Morrison & Foerster
345 California Street
San Francisco, CA  94104-2105
Att'n:    Leslie M. Browne

   --------------------------------------------------------------------------
                     (Space above this lien for Recorder's use)
                                          

                           SUBORDINATION, NON-DISTURBANCE
                              AND ATTORNMENT AGREEMENT
                                          
                                          
                                          
NOTICE:      THIS SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT
             RESULTS IN YOUR LEASEHOLD ESTATE IN THE PROPERTY BECOMING 
             SUBJECT TO AND OF LOWER PRIORITY THAN THE LIEN OF SOME OTHER 
             OR LATER SECURITY INSTRUMENT.



             THIS AGREEMENT is entered into as of the ______ day of 
_____________, 1986, by and between THE EQUITABLE LIFE ASSURANCE SOCIETY OF 
THE UNTIED STATES, a New York corporation (the "Beneficiary"), TELEDYNE 
INDUSTRIES, INC., a California corporation (the "Lessee") and AIRPORT 
TECHNOLOGY ASSOCIATES, a California general partnership (collectively the 
"Lessor").

                                W I T N E S S E T H

          WHEREAS, Lessee has entered into a certain lease dated June 30, 
1986 (the "Lease"), with Lessor covering certain space (the "Premises") 
located in and upon the real property described in Exhibit A attached hereto 
(the "Property");

          WHEREAS, Beneficiary is the holder of a first mortgage loan (the 
"Loan") to Lessor in the amount of Thirty One Million Two Hundred Thousand 
and/no 100 Dollars ($31,200,000.00) which is secured by a first lien 
Construction and Permanent Deed of Trust, Security Agreement and Fixture 
Filing with Assignment of Rents (the "Deed of Trust") covering the Property;

          WHEREAS, the parties hereto desire expressly to confirm the 
subordination of the Lease to the lien of the Deed of Trust, it being a 
requirement by Beneficiary that the lien and charge of the Deed of Trust be 
unconditionally and at all times prior and superior to the leasehold 
interests and estates created by the Lease; and

          WHEREAS, Lessee has requested that Beneficiary agree not to disturb 
Lessee's possessory rights in the Premises in the event beneficiary should 
foreclose the Deed of Trust, provided that Lessee is not in default under the 
Lease and provided that Lessee attorns to beneficiary or the purchaser at any 
foreclosure or Trustee's sale of the Property.

          NOW, THEREFORE, in consideration of the mutual covenants contained 
herein and of other good and valuable consideration the receipt and 
sufficiency of which is hereby acknowledged, the parties hereby agree as 
follows:

                                       


          1.   Notwithstanding anything to the contrary set forth in the 
Lease, the Lease and the leasehold estate created thereby and all of Lessee's 
rights thereunder shall be and shall at all times remain subject, subordinate 
and inferior to the Deed of Trust and the lien thereof and all rights of 
Beneficiary thereunder and to any and all renewals, modifications, 
consolidations, replacements and extensions thereof.

          2.   Lessee hereby declares, agrees and acknowledges that:

               a.   Beneficiary would not have agreed to recognize the Lease 
without this Agreement; and

               b.   Beneficiary, in making disbursements pursuant to the 
agreements evidencing and securing the Loan, is under no obligation or duty 
to oversee or direct the application of the proceeds of such disbursements 
and such proceeds may be used by Lessor for purposes other than improvement 
of the premises.

          3.   In the event of foreclosure of the Deed of Trust, or upon a 
sale of the property encumbered thereby pursuant to the Trustee's power of 
sale contained therein, or upon a transfer of said property by deed in lieu 
of foreclosure, then so long as Lessee is not in default under any of the 
terms, covenants, or conditions of the Lease, the Lease shall continue in 
full force and effect as a direct lease between the succeeding owner of the 
Property and Lessee, upon and subject to all of the terms, covenants and 
conditions of the Lease for the balance of the term of the Lease.  Lessee 
hereby agrees to attorn to and accept any such successor owner as landlord 
under the Lease, and to be bound by and perform all of the obligations 
imposed by the Lease, and Beneficiary or any such successor owner of the 
Property will not disturb the possession of Lessee, and will be bound by all 
of the obligations imposed by the Lease upon the landlord thereunder; 
provided, however, that the Beneficiary, or any purchaser at a trustee's or 
sheriff's sale or any successor owner of the Property shall not be:

               a.   liable for any act or omission of a prior landlord 
(including the Lessor); or

               b.   subject to any offsets or defenses which the Lessee might 
have against any prior landlord (including the Lessor); or

               c.   bound by any rent or additional rent which the Lessee 
might have paid in advance to any prior landlord (including the Lessor) for a 
period in excess of one month; or

               d.   bound by any agreement or modification of the Lease made 
without the written consent of the Beneficiary; or

               e.   liable or responsible for or with respect to the 
retention, application and/or return to Lessee of any security deposit paid 
to any prior lessor (including the Lessor), whether or not still held by such 
prior lessor, unless and until beneficiary or such other purchaser has 
actually received for its own account as lessor the full amount of such 
security deposit.

          Beneficiary acknowledges that it is presently a general partner in 
Lessor and that the provisions of this Agreement shall not affect any 
obligations it may have under the Lease in its capacity as general partner of 
Lessor.

          4.   Upon the written request of either Beneficiary or Lessee to 
the other given at the time of a foreclosure, trustee's sale or deed in lieu 
thereof, the parties agree to execute a lease of the Premises upon the same 
terms and conditions as the Lease between the Lessor and Lessee, which lease 
shall cover any unexpired term of the Lease existing prior to such 
foreclosure, trustee' sale or conveyance in lieu of foreclosure.

          5.   Lessee from and after the date hereof, in the event of any act 
or omission by Lessor which would give Lessee the right, either immediately 
or after the lapse of time, to terminate the Lease or to claim a partial or 
total eviction or to offset against the rental due under the Lease any amount 
due Lessee as a result of a breach by Lessor, will not exercise any such 

                                       -2-



right:  (a) until it has given written notice of such act to Beneficiary; and 
(b) until the same period of time as is given to Lessor under the Lease to 
cure such act or omission shall have elapsed following such giving of notice 
to beneficiary and following the time when Beneficiary shall have become 
entitled under the Deed of Trust to remedy the same.

          6.   Lessor, as landlord under the Lease and trustor under the Deed 
of Trust, agrees for itself and its heirs, successors and assigns, that:  (a) 
this Agreement does not (i) constitute a waiver by Beneficiary of any of its 
rights under the Deed of Trust, and/or (ii) in any way release Lessor from 
its obligation to comply with the terms, provisions, conditions, covenants, 
agreements and clauses of the Deed of Trust; (b) the provisions of the Deed 
of Trust remain in full force and effect and must be complied with by Lessor; 
and (c) in the event of a default under the Deed of Trust, Lessee may pay all 
rent and all other sums due under the Lease to beneficiary as provided in 
this Agreement.

          7.   Lessee acknowledges that it has notice that the Lease and the 
rent and all other sums due thereunder have been assigned or are to be 
assigned to Beneficiary as security for the Loan secured by the Deed of 
Trust.  In the event that Beneficiary notifies Lessee in writing of a default 
under the Deed of Trust and demands that Lessee pay its rent and all other 
sums due under the Lease to Beneficiary, Lessee agrees that it will honor 
such demand and pay its rent and all other sums due under the Lease directly 
to the Beneficiary or as otherwise required pursuant to such notice.

          8.   Any provision of this Agreement to the contrary 
notwithstanding, beneficiary shall have no obligation or incur any liability 
with respect to the erection and completion of the building in which the 
Premises are located or for completion of the Premises or any improvements 
for Lessee's use and occupancy.

          9.   Lessee from and after the date hereof shall send a copy of any 
notice or statement under the Lease to Beneficiary at the same time such 
notice or statement is sent to the Lessor under the Lease.

          10.  All notices hereunder shall be deemed to have been duly given 
if mailed by United States registered or certified mail, with return receipt 
requested, postage prepaid to beneficiary at the following address (or at 
such other address as shall be given in writing by Beneficiary to the Lessee) 
and shall be deemed complete upon any such mailing:

          THE EQUITABLE LIFE ASSURANCE
            SOCIETY OF THE UNITED STATES
          c/o Equitable Real Estate Management, Inc.
          1 Market Plaza, 1900 Steuart Street Tower
          San Francisco, CA  94105


          Attention:  Senior Vice President


          with a copy to:   Mr. Richard Dolson, Senior Vice President
                            EQUITABLE REAL ESTATE INVESTMENT MANAGEMENT, INC.
                            3414 PEACHTREE ROAD NE, SUITE 1405 
                            ATLANTA, GEORGIA  30326-1162

          11.  This Agreement supersedes any inconsistent provisions of the 
Lease.

          12.  Nothing contained in this Agreement shall be construed to 
derogate from or in any way impair or affect the lien and charge or 
provisions of the Deed of Trust, except as specifically set forth herein.

          13.  This Agreement shall inure to the benefit of the parties 
hereto, their successors and permitted assigns; provided however, that in the 
event of the assignment or transfer of the interest of Beneficiary, all 
obligations and liabilities of Beneficiary under this Agreement shall 
terminate, and thereupon all such obligations and liabilities shall be the 
responsibility of the party to whom beneficiary's interest is assigned or 
transferred; and provided 

                                       -3-



further that the interest of Lessee under this Agreement may not be assigned 
or transferred without the prior written consent of Beneficiary.

          14.  Lessee agrees that this Agreement satisfies any condition or 
requirement in the Lease relating to the granting of a non-disturbance 
agreement.

          15.  This Agreement shall be governed by and construed in 
accordance with the laws of the State of California.

          IN WITNESS WHEREOF, the parties have executed this Agreement on the 
date and year first set forth above.

NOTICE:   THIS SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT 
          CONTAINS A PROVISION WHICH ALLOWS THE PERSON OBLIGATED ON THE LEASE 
          TO OBTAIN A LOAN, A PORTION OF WHICH MAY BE EXPENDED FOR OTHER 
          PURPOSES THAN IMPROVEMENT OF THE PROPERTY.

THE EQUITABLE LIFE ASSURANCE
     SOCIETY OF THE UNITED STATES
     a New York corporation
     "Beneficiary"


By                            
  ------------------------------
Printed
Name:     Richard B. Duffy       
     ----------------------------

Title     Assistant Secretary      
     ----------------------------


TELEDYNE INDUSTRIES, INC.
     a California corporation
     "Lessee"


By                            
  -------------------------------
Printed
Name                             
    -----------------------------

Title                             
     ----------------------------


AIRPORT TECHNOLOGY PARK ASSOCIATES,
     a California general partnership
     "Lessor"



By   Birstaf II,
     a California partnership,
     General Partner

     By                              
       ------------------------------
          Hudson R. Staffield,
          a general partner of
          Birstaf II

                                       -4-




     By   Birtcher Pacific II
          a California general partnership,
          a general partner of
          Birstaf  II


     By                                 
       --------------------------------
     Printed
     Name:                         
          -----------------------------

     Title                              
          -----------------------------


By  The Equitable Life Assurance
     Society of the United States,
     a New York corporation,
     General Partner


     By                                 
        --------------------------------
     Printed
     Name       Richard B. Duffy         
          ------------------------------

     Title      Assistant Secretary      
          ------------------------------
 



               IT IS RECOMMENDED THAT PRIOR TO THE EXECUTION OF THIS 
SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT, THE PARTIES CONSULT 
WITH THEIR ATTORNEYS WITH RESPECT THERETO.




                                       -5-




STATE OF            )
                    )ss.
COUNTY OF           )



     On this ____ day of ____________, in the year 1986, before me, the 
undersigned, a Notary Public in and for said State, personally appeared 
Richard B. Duffy, personally known to me, or proved to me on the basis of 
satisfactory evidence, to be the person who executed the within instrument as 
Assistant Secretary, on behalf of The Equitable Life Assurance Society of the 
United States, a New York corporation, the corporation therein named, and 
acknowledge to me that such corporation executed the within instrument 
pursuant to its by-laws or to a resolution of its board of directors.

     WITNESS my hand and official seal.





                                   -------------------------------------------
                                   NOTARY PUBLIC



STATE OF            )
                    )ss.
COUNTY OF           )


     On this ____ day of ____________, in the year 1986, before me, the 
undersigned, a Notary Public in and for said State, personally appeared 
_________________, personally known to me, or proved to me on the basis of 
satisfactory evidence, to be the person who executed the within instrument as 
_____________________, on behalf of Teledyne Industries, Inc., a California 
corporation, the corporation therein named, and acknowledge to me that such 
corporation executed the within instrument pursuant to its by-laws or to a 
resolution of its board of directors.

     WITNESS my hand and official seal.





                                   -------------------------------------------
                                   NOTARY PUBLIC








STATE OF            )
                    )ss.
COUNTY OF           )


     On this ____ day of ____________, in the year 1986, before me, the 
undersigned, a Notary Public in and for said State, personally appeared 
Hudson R. Staffield, personally known to me, or proved to me on the basis of 
satisfactory evidence, to be the person who executed the within instrument as 
a general partner of Birstaf II, a California partnership, and acknowledged 
to me that Birstaf II is a general partner of Airport Technology Park 
Associates, the California general partnership that executed the within 
instrument, and that Birstaf II executed the same as a general partner of 
Airport Technology Park Associates.

     WITNESS my hand and official seal.





                                   -------------------------------------------
                                   NOTARY PUBLIC




STATE OF            )
                    )ss.
COUNTY OF           )


     On this ____ day of ____________, in the year 1986, before me, the 
undersigned, a Notary Public in and for said State, personally appeared 
_____________________________, personally known to me, or proved to me on the 
basis of satisfactory evidence, to be the person who executed the within 
instrument as the __________________ of Birtcher Pacific II, a California 
general partnership, and acknowledged to me that Birtcher Pacific II is a 
general partner of Birstaf II, a California partnership, that Birstaf II is a 
general partner of Airport Technology Park Associates, the California general 
partnership that executed the within instrument, that Birtcher Pacific II 
executed the same as a general partner of Birstaf II, that Birstaf II 
executed the same as a general partner of Airport Technology Park Associates, 
and that Airport Technology Park Associates executed the same.

     WITNESS my hand and official seal.





                                   -------------------------------------------
                                   NOTARY PUBLIC




                                       -2-




STATE OF            )
                    )ss.
COUNTY OF           )



     On this ____ day of ____________, in the year 1986, before me, the 
undersigned, a Notary Public in and for said State, personally appeared 
Richard B. Duffy, personally known to me, or proved to me on the basis of 
satisfactory evidence, to be the person who executed the within instrument as 
the Assistant Secretary of The Equitable Life Assurance Society of the United 
States, a New York corporation, and acknowledge to me that The Equitable Life 
Assurance Society of the United States is a general partner of Airport 
Technology Park Associates, the California general partnership that executed 
the within instrument, and that The Equitable Life Assurance Society of the 
United States executed the same as a general partner of Airport Technology 
Park Associates.

     WITNESS my hand and official seal.





                                   -------------------------------------------
                                   NOTARY PUBLIC






                                       -3-