7151 Gateway Blvd. (Newark, CA) Lease Agreement - WHLNF Real Estate LP and InVision Technologies Inc.


                                   LEASE AGREEMENT
                                      (NNN R&D)
                               Basic Lease Information

Lease Date:                  February 11, 1997

Landlord:                    WHLNF REAL ESTATE LIMITED PARTNERSHIP, a Delaware
                             limited partnership

Landlord's Address:          c/o Lincoln Property Company Management Services,
                             Inc.
                             101 Lincoln Centre Drive, Fourth Floor
                             Foster City, California 94404-1167

Tenant:                      InVision Technologies, Inc., a Delaware
                             corporation

Tenant's Address:            7151 Gateway Boulevard
                             Newark, California 94560

Premises:                    Approximately 95,245 rentable square feet as shown
                             on Exhibit A

Premises Address:            7151 Gateway Boulevard
                             Newark, California 94560

Building II:                 Approximately 95,245 rentable square feet

Lot (Building's tax parcel): 092A-2500-006, 537-0460-021,537-0460-022,
                             537-0460-023, 537-0460-024 and 537-0460-025
Park: Lincoln Bridgeway
  Technology Center:         Approximately 170,675 rentable square feet

Term:                        May 20, 1997 ("Commencement Date"), through
                             May 19, 2007 ("Expiration Date")

Base Rent (Section 3):       Zero Dollars ($0.00) per month. (Months 1-2)

Adjustments to Base Rent:    July 20, 1997    $50,151.00    (Months 3-4)
                             Sept. 20, 1997   $71,433.75    (Months 5-12)
                             May 20, 1998     $80,958.25    (Months 13-24)
                             May 20, 1999     $83,815.60    (Months 25-36)
                             May 20, 2000     $87,625.40    (Months 37-48)
                             May 20, 2001     $91,435.20    (Months 49-60)
                             May 20, 2002     $95,245.00    (Months 61-72)
                             May 20, 2003     $99,054.80    (Months 73-84)
                             May 20, 2004    $102,864.60    (Months 85-96)
                             May 20, 2005    $106,674.40    (Months 97-108)
                             May 20, 2006    $110,484.20    (Months 109-120)

Security Deposit 
  (Section 4):               One hundred ten thousand four hundred eighty-four
                             and 00/100 Dollars($I 10,484.00) ("First Security
                             Deposit"), plus a eighthundred thousand and 00/100
                             Dollars ($800,000.00) standby Letter of Credit
                             ("Second Security Deposit").

*Tenant's Share of Operating Expenses (Section 6.1):          55.81% of the Park
*Tenant's Share of Tax Expenses (Section 6.2):                55.81% of the Lot
*Tenant's Share of Common Area Utility Costs (Section 7):     55.81% of the Park
*Tenant's Share of Utility Expenses (Section 7):              55.81% of the Park
*The amount of Tenant's Share of the expenses as referenced above shall be
subject to modification as set forth
in this Lease.

Permitted Uses (Section 9):  General office use, research and development,
                             light assembly, distribution and storage of
                             explosive devices and other associated uses for
                             aviation security products, but only to the extent
                             permitted by the City of Newark and all agencies
                             and governmental authorities having jurisdiction
                             thereof.
Unreserved
Parking Spaces:              Three hundred thirty-three (333) nonexclusive and
                             undesignated spaces

Broker (Section 38):         Cornish & Carey for Tenant
                             Bishop Hawk for Landlord

Exhibits:                    EXHIBIT A - PREMISES, BUILDING, LOT AND/OR PARK
                             EXHIBIT B - TENANT IMPROVEMENTS
                             EXHIBIT C - RULES AND REGULATIONS
                             EXHIBIT D - COVENANTS, CONDITIONS AND RESTRICTIONS
                               (INTENTIONALLY OMITTED)
                             EXHIBIT E - HAZARDOUS MATERIALS DISCLOSURE
                               CERTIFICATE - EXAMPLE
                             EXHIBIT F - CHANGE OF COMMENCEMENT DATE - EXAMPLE


                                          1




                             EXHIBIT G - TENANT'S INITIAL HAZARDOUS MATERIALS 
                               DISCLOSURE CERTIFICATE
                             EXHIBIT H - SIGN CRITERIA (INTENTIONALLY OMITTED)

Addenda:                     ADDENDUM 1: OPTION TO EXTEND









                                          2




                              TABLE OF CONTENTS

SECTION                                                                PAGE
-------                                                                ----

1.    PREMISES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
2.    ADJUSTMENT OF COMMENCEMENT DATE;  CONDITION OF THE PREMISES . . . . 4
3.    RENT. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
4.    SECURITY DEPOSIT. . . . . . . . . . . . . . . . . . . . . . . . . . 5
5.    TENANT IMPROVEMENTS . . . . . . . . . . . . . . . . . . . . . . . . 6
6.    ADDITIONAL RENT . . . . . . . . . . . . . . . . . . . . . . . . . . 7
7.    UTILITIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
8.    LATE CHARGES. . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
9.    USE OF PREMISES . . . . . . . . . . . . . . . . . . . . . . . . . .10
10.   ALTERATIONS AND ADDITIONS AND SURRENDER OF PREMISES . . . . . . . .11
11.   REPAIRS AND MAINTENANCE . . . . . . . . . . . . . . . . . . . . . .11
12.   INSURANCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . .12
13.   WAIVER OF SUBROGATION . . . . . . . . . . . . . . . . . . . . . . .14
14.   LIMITATION OF LIABILITY AND INDEMNITY . . . . . . . . . . . . . . .14
15.   ASSIGNMENT AND SUBLEASING . . . . . . . . . . . . . . . . . . . . .14
16.   AD VALOREM TAXES. . . . . . . . . . . . . . . . . . . . . . . . . .16
17.   SUBORDINATION . . . . . . . . . . . . . . . . . . . . . . . . . . .16
18.   RIGHT OF ENTRY. . . . . . . . . . . . . . . . . . . . . . . . . . .16
19.   ESTOPPEL CERTIFICATE. . . . . . . . . . . . . . . . . . . . . . . .16
20.   TENANT'S DEFAULT. . . . . . . . . . . . . . . . . . . . . . . . . .17
21.   REMEDIES FOR TENANT'S DEFAULT . . . . . . . . . . . . . . . . . . .17
22.   HOLDING OVER. . . . . . . . . . . . . . . . . . . . . . . . . . . .18
23.   LANDLORD'S DEFAULT. . . . . . . . . . . . . . . . . . . . . . . . .18
24.   PARKING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .19
25.   SALE OF PREMISES. . . . . . . . . . . . . . . . . . . . . . . . . .19
26.   WAIVER. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .19
27.   CASUALTY DAMAGE . . . . . . . . . . . . . . . . . . . . . . . . . .19
28.   CONDEMNATION. . . . . . . . . . . . . . . . . . . . . . . . . . . .20
29.   ENVIRONMENTAL MATTERS/HAZARDOUS MATERIALS . . . . . . . . . . . . .20
30.   FINANCIAL STATEMENTS. . . . . . . . . . . . . . . . . . . . . . . .22
31.   GENERAL PROVISIONS. . . . . . . . . . . . . . . . . . . . . . . . .22
32.   SIGNS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .23
33.   MORTGAGEE PROTECTION. . . . . . . . . . . . . . . . . . . . . . . .24
34.   QUITCLAIM . . . . . . . . . . . . . . . . . . . . . . . . . . . . .24
35.   MODIFICATIONS FOR LENDER. . . . . . . . . . . . . . . . . . . . . .24
36.   WARRANTIES OF TENANT. . . . . . . . . . . . . . . . . . . . . . . .24
37.   COMPLIANCE WITH AMERICANS WITH DISABILITIES ACT . . . . . . . . . .24
38.   BROKERAGE COMMISSION. . . . . . . . . . . . . . . . . . . . . . . .25
39.   QUIET ENJOYMENT . . . . . . . . . . . . . . . . . . . . . . . . . .25
40.   LANDLORD'S ABILITY TO PERFORM TENANT'S UNPERFORMED OBLIGATIONS. . .25
41.   LANDLORD'S WAIVER . . . . . . . . . . . . . . . . . . . . . . . . .25





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                                   LEASE AGREEMENT

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

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

2.   ADJUSTMENT OF COMMENCEMENT DATE;  CONDITION OF THE PREMISES:

     2.1   If Landlord cannot deliver possession of the Premises on the 
Commencement Date, Landlord shall not be subject to any liability nor shall 
the validity of the Lease be affected; provided, the Lease Term and the 
obligation to pay Rent shall commence on the date possession is tendered and 
the Expiration Date shall be extended commensurately.  In the event the 
commencement date and/or the expiration date of this Lease is other than the 
Commencement Date and/or Expiration Date provided on Page 1, as the case may 
be, Landlord and Tenant shall execute a written amendment to this Lease, 
substantially in the form of Exhibit F hereto, wherein the parties shall 
specify the actual commencement date, expiration date and the date on which 
Tenant is to commence paying Rent.  The word "Term" whenever used herein 
refers to the initial term of this Lease and any extension thereof.  Except 
as otherwise provided herein, by taking possession of the Premises, Tenant 
shall be deemed to have accepted the Premises in good, condition and state of 
repair, subject to punchlist items. Landlord shall repair, at its sole cost 
and expense, after receipt of Tenant's written notice thereof, which notice 
must be delivered to Landlord within the first one hundred-eighty (180) days 
of the term of this Lease, any (i) latent defects in the Premises, and (ii) 
any mechanical HVAC, roof and electrical systems serving the Premises which 
are not in good working order to the extent Tenant has not caused such 
systems to not be in good working order.  If Tenant fails to timely deliver 
to Landlord any such written notice of the aforementioned defects or 
deficiencies within said one hundred-eighty (180) days period, Landlord shall 
have no obligation to perform any such work thereafter, except as 
specifically provided in this Lease. Landlord shall allow Tenant to, 
concurrently with Landlord (if Landlord so desires, otherwise separately), 
make a claim against Landlord's general contractor for any patent or latent 
defects in the initial design or construction of the Tenant Improvements for 
a period of five (5) years after the date on which the Tenant Improvements 
are Substantially Completed.  In addition to the foregoing, Tenant shall be 
entitled to enforce, concurrently with Landlord, any warranties made or given 
to Landlord from the general contractor and any major subcontractors with 
respect to the Tenant Improvements.  Tenant shall be a third party 
beneficiary of Landlord's construction agreement, and accordingly, Landlord 
agrees to include a provision in Landlord's construction contract to 
effectuate same. Tenant hereby acknowledges and agrees that neither Landlord 
nor Landlord's agents or representatives has made any representations or 
warranties as to the suitability, safety or fitness of the Premises for the 
conduct of Tenant's business, Tenant's intended use of the Premises or for 
any other purpose.  The Building shell construction shall include all items 
listed on Exhibit B-1.
 
     Landlord and Tenant hereby acknowledge and agree that as of the Lease 
Date the Building construction has not been completed on the Lot.  
Notwithstanding the foregoing to the contrary, (A) in the event that for 
reasons other than the occurrence of a Force Majeure Delay (as hereinafter 
defined) or a Tenant Delay (as hereinafter defined) the Commencement Date has 
not occurred by the date which is ninety (90) days after the Commencement 
Date stated on Page 1, ("Last Occupancy Date"), Tenant may elect to terminate 
the Lease. Termination of the Lease by Tenant as provided for herein shall be 
the sole and exclusive remedy of Tenant for Landlord's failure to deliver the 
Premises.  Tenant shall exercise the right to terminate provided for herein 
by giving Landlord written notice of its intent to so terminate ("Termination 
Notice").  The Termination Notice shall be given, if at all, on or before the 
date which is five (5) days after the Last Occupancy Date. Termination of the 
Lease shall be effective fifteen (15) days after Landlord's receipt of the 
Termination Notice. In the event that Tenant gives the Termination Notice, 
and in the further event that during such fifteen (15) day period, the 
Commencement Date occurs, the Tenant shall not be entitled to terminate the 
Lease as provided for herein.  For purposes of this paragraph the term "Force 
Majeure Delay" shall mean any actual delay beyond the reasonable control of 
Landlord in completion of the Tenant Improvements which is not a Tenant Delay 
and which is caused by, with limitation, any one or more of the following: 
(a) wars; (b) fire; (c) earthquake, flood or other natural disaster, (d) 
unusual and unforeseeable delay not within the reasonable control of 
Landlord; (e) casualties; (f) other acts of God; or (g) governmental action 
or inaction (including failure, refusal or delay in issuing permits, 
approvals and/or authorizations), or injunction, permit appeal or court order 
requiring cessation of construction taking place in the Premises.  The Term 
"Tenant Delay" shall mean any delay in completion of the Tenant Improvements 
resulting from any or all of the following: (i) Tenant's failure to timely 
perform any of its obligations under the Lease, including any failure to 
complete on or before the date due thereof, any actual item which is Tenant's 
responsibility to complete or perform; (ii) Tenant's delay in approving 
plans, specifications, drawings, and any other documents setting forth and/or 
describing the Tenant Improvements, including, without limitation, the Final 
Drawings, beyond those periods of time permitted by the terms of the Lease; 
(iii) Tenant's changes to Landlord and Tenant approved plans, specifications, 
drawings or any other documents describing and/or depicting the Tenant 
Improvements; (iv) Tenant's request for

                                          4



materials, finishes, or installations which are not readily available or 
which are incompatible with Landlord's standard materials, finishes or 
installations for the Premises; (v) Tenant's use or occupancy of the Premises 
during the construction of the Tenant Improvements or any act or failure to 
act by Tenant in connection with its use or occupancy of the Premises during 
the construction of the Tenant Improvements.  Upon termination of the Lease 
by Tenant pursuant to the terms of this paragraph, Landlord shall promptly 
return all prepaid Rent to Tenant.

     2.2   In the event Landlord permits Tenant to occupy the Premises prior 
to the Commencement Date, for purposes other than those permitted pursuant to 
Paragraph 13 of Exhibit B of the Lease, such occupancy shall be at Tenant's 
sole risk and subject to all the provisions of this Lease, including, but not 
limited to, the requirement to pay Rent and the Security Deposit, and to 
obtain the insurance required pursuant to this Lease and to deliver insurance 
certificates as required herein.  In addition to the foregoing, Landlord 
shall have the right to impose such additional conditions on Tenant's early 
entry as Landlord shall deem appropriate.  If, at any time, Tenant is in 
default of any term, condition or provision of this Lease, any such waiver by 
Landlord of Tenant's requirement to pay rental payments shall be null and 
void and Tenant shall immediately pay to Landlord all rental payments so 
waived by Landlord.

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

4.   SECURITY DEPOSIT:

     4.1   FIRST SECURITY DEPOSIT: Upon Tenant's execution of this Lease, 
Tenant shall deliver to Landlord, as a First Security Deposit for the 
performance by Tenant of its obligations under this Lease, the amount 
described on Page 1.  If Tenant is in default, Landlord may, but without 
obligation to do so, use the First Security Deposit, or any portion thereof, 
to cure the default or to compensate Landlord for all damages sustained by 
Landlord resulting from Tenant's default, including, but not limited to the 
Enforcement Expenses. Tenant shall, immediately on demand, pay to Landlord a 
sum equal to the portion of the First Security Deposit so applied or used so 
as to replenish the amount of the First Security Deposit held to increase 
such deposit to the amount initially deposited with Landlord.  Within thirty 
(30) days after the termination of this Lease, if possible Landlord shall 
return the First Security Deposit to Tenant, less such amounts as are 
reasonably necessary, as determined reasonably by Landlord, to remedy 
Tenant's default(s) hereunder or to otherwise restore the Premises to a clean 
and safe condition, reasonable wear and tear excepted.  If the cost to 
restore the Premises exceeds the amount of the First Security Deposit, Tenant 
shall promptly deliver to Landlord any and all of such excess sums as 
reasonably determined by Landlord.  Landlord shall not be required to keep 
the First Security Deposit separate from other finds, and, unless otherwise 
required by law, Tenant shall not be entitled to interest on the First 
Security Deposit.  In no event or circumstance shall Tenant have the right to 
any use of the First Security Deposit and, specifically, Tenant may not use 
the First Security Deposit as a credit or to otherwise offset any payments 
required hereunder, including, but not limited to, Rent or any portion 
thereof.

     4.2   SECOND SECURITY DEPOSIT: For purposes of this Section 4.2 any and 
all references herein to Tenant shall alternatively mean and refer to a 
Permitted Transferee(hereafter defined in Section 15}if Tenant assigns the 
Premises to a Permitted Transferee in accordance with the provisions of 
Section 15 of this Lease. On or before full Lease execution, Tenant shall 
deliver to Landlord, as a second security deposit (the "Second Security 
Deposit") for the full and faithful performance by Tenant of all of its 
obligations under this Lease, an irrevocable negotiable letter of credit, in 
the form and containing the terms required herein, payable in the City of 
Foster City, California running in favor of Landlord issued by a solvent bank 
under the supervision of the Superintendent of Banks of the State of 
California, or a National Banking Association, in the amount of eight hundred 
thousand and 00/100 dollars ($800,000.00) (the "Letter of Credit").  The 
Letter of Credit shall be (a) at sight and irrevocable (b) maintained in 
declining amounts stated below, whether through replacement, renewal or 
extension, until the eighth anniversary of the Lease or until Tenant has 
achieved two consecutive years of profitability in either of which cases, 
Tenant shall 'no longer by required to maintain the Second Security Deposit.  
Provided, however if Tenant is or has been in default of any provision of the 
Lease beyond any applicable cure period set forth in the Lease at the time of 
the eighth anniversary of the Lease, the Second

                                          5



Security Deposit shall be maintained as described herein throughout the Term 
of the Lease (the "Letter of Credit Expiration Date"), and Tenant shall 
deliver a new Letter of Credit or certificate of renewal or extension to 
Landlord at least thirty (30) days prior to the expiration of the Letter of 
Credit, without any action whatsoever on the part of Landlord, (c) subject to 
the Uniform Customs and Practices for Documentary Credits (1983-Rev) 
International Chamber of Commerce Publication//400, and (d) acceptable to 
Landlord in its sole discretion.  The Letter of Credit amount shall decline 
and be renewed or extended as follows:

      Origination or
      Renewal/Extension Date   Expiration Date   Amount
                               ---------------   ------

      Lease Execution          May 20, 2000      $800,000.00
      April 20, 2000           May 20, 2001      $775,020.00
      April 20, 2001           May 20, 2002      $566,265.00
      April 20, 2002           May 20, 2003      $377,510.00
      April 20, 2003           May 20, 2004      $188,755.00

The above Letter of Credit amounts include the full amount of the amortized 
excess Tenant Improvement costs as defined in paragraph 10 of Exhibit B of 
the Lease.  In the event that the full amount of the Excess Tenant 
Improvement costs are not provided by Landlord then the original Letter of 
Credit amounts shall be reduced by the amount of the Excess Tenant 
Improvement Costs that are not provided by Landlord.  The subsequent Letter 
of Credit amounts shall be reduced by twenty (20) percent for each 
renewal/extension period as outlined above.

In addition to the foregoing, the form and terms of the Letter of Credit (and 
the bank issuing the same) shall be acceptable to Landlord, in Landlord's 
sole discretion, and shall provide, among other things, in effect that: (1) 
Landlord, or its then managing agent, shall have the right to draw down an 
amount up to the face amount of the Letter of Credit upon the presentation to 
the issuing bank of Landlord's (or Landlord's then managing agent's) 
statement that such amount is due to Landlord under the terms and conditions 
of this Lease, it being understood that if Landlord or its managing agent be 
a corporation, partnership or other entity, then such statement shall be 
signed by an officer (if a corporation), a general partner (if a 
partnership), or any authorized party (if another entity); (2) the Letter of 
Credit will be honored by the issuing bank without inquiry as to the accuracy 
thereof and regardless of whether the Tenant disputes the content of such 
statement; (3) in the event of a transfer of Landlord's interest in any of 
the Buildings of which the Premises are a part, Landlord shall have the right 
to transfer the Letter of Credit, in whole or in part (or cause a substitute 
letter of credit to be delivered, as applicable), to the transferee and upon 
such transferee's assumption of Landlord's obligations under the Lease, the 
Landlord shall, without any further agreement between the parties, be 
released by Tenant from all liability therefor, and it is agreed that the 
provisions hereof shall apply to every transfer or assignment of the whole or 
any portion of said Letter of Credit to a new Landlord.  If, as a result of 
any such application of all or any part of such security, the amount secured 
by the Letter of Credit shall be less than two hundred fifty-two thousand two 
hundred eighty-eight and 00/100 dollars ($252,288.00) or the required Letter 
of Credit amount for the corresponding dates above, Tenant shall forthwith 
provide Landlord with additional letter(s) of credit or cash in an amount 
equal to the deficiency and each such additional letter of credit shall 
comply with all of the provisions of this Section 4.2.  Tenant further 
covenants and warrants that it will not assign nor encumber the Letter of 
Credit or any part thereof and that neither Landlord nor its successors or 
assigns will be bound by any such assignment, encumbrance, attempted 
assignment or attempted encumbrance.  Without limiting the generality of the 
foregoing, if the Letter of Credit expires earlier than the Letter of Credit 
Expiration Date, Landlord will accept a renewal thereof or substitute letter 
of credit (such renewal or substitute letter of credit to be in effect not 
later than thirty (30) days prior to the expiration thereof), irrevocable and 
automatically renewable as above provided through the Letter of Credit 
Expiration Date upon the same terms as the expiring letter of credit or such 
other terms as may be acceptable to Landlord.  However, if the Letter of 
Credit is not timely renewed or a substitute letter of credit or cash is not 
timely received, or if Tenant fails to maintain the Letter of Credit in the 
amount and terms set forth in this Section 4.2, Tenant, at least thirty (30) 
days prior to the expiration of the Letter of Credit, or immediately upon its 
failure to comply with each and every term of this Section 4.2, must deposit 
with Landlord cash security in the amounts required by, and to be held 
subject to and in accordance with, all of the terms and conditions set forth 
this Section 4.2 and all other applicable provisions of this Lease, failing 
which the Landlord may present such Letter of Credit to the bank in 
accordance with the terms of this Section 4.2, and the entire sum secured 
thereby shall be paid to Landlord, to be held by Landlord as provided in this 
Section 4.2.  If Tenant is in default after the expiration of any applicable 
cure period, Landlord may, but without obligation to do so, use the Second 
Security Deposit, or any portion thereof, to cure the default or to 
compensate Landlord for all reasonable damages sustained by Landlord 
resulting from Tenant's default, including, but not limited to the 
Enforcement Expenses.  Tenant shall, within ten (10) business days after the 
expiration of any applicable cure period on demand, pay to Landlord a sum 
equal to the portion of the Second Security Deposit so applied or used so as 
to replenish the amount of the Second Security Deposit held to increase such 
deposit to the amount initially deposited with Landlord.

5.    TENANT IMPROVEMENTS: Tenant hereby accepts the Premises in the 
condition in EXHIBIT B attached hereto.  If so specified in EXHIBIT B hereto, 
Landlord or Tenant, as the case may be, shall install the improvements 
("Tenant Improvements") in the Premises in accordance with the terms, 
conditions, criteria and provisions set forth in EXHIBIT B hereto.  Tenant 
acknowledges that neither Landlord nor any of Landlord's agents, 
representatives or employees has made any representations as to the 
suitability or fitness of the Premises for the conduct of Tenant's business, 
including without limitation, any storage incidental thereto, or for any 
other purpose, and that neither Landlord nor any of Landlord's agents, 
representatives or employees has agreed to undertake any alterations or 
construct any Tenant Improvements to the Premises except as expressly 
provided in EXHIBIT B to this Lease.

                                          6



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

      6.1   OPERATING EXPENSES: In addition to the Base Rent set forth in 
Section 3, Tenant shall pay Tenant's Share, which is defined on Page 1, of 
all Operating Expenses as Additional Rent.  The term "Operating Expenses" as 
used herein shall mean the total amounts paid or payable by Landlord in 
connection with the ownership, maintenance, repair and operation of the 
Premises, the Building and the Lot, and where applicable, of the Park 
referred to on Page 1.  The amount of Tenant's Share of Operating Expenses 
shall be reviewed from time to time by Landlord and shall be subject to 
modification by Landlord if there is a change in the rentable square footage 
of the Premises, the Building and/or the Park. These Operating Expenses may 
include, but are not limited to:

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

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

            6.1.3   Landlord's annual cost of insurance insuring against fire 
and extended coverage (including, if Landlord elects, "all risk" coverage) 
and all other insurance, including, but not limited to, earthquake, flood 
and/or surface water endorsements for the Building, the Lot and the Park 
(including the Common Areas), rental value insurance against loss of Rent in 
an amount equal to the amount of Rent for a period of at least six (6) months 
commencing on the date of loss, and subject to the provisions of Section 27 
below, any deductible;

            With respect to property insurance maintained by Landlord 
            hereunder, except as set forth  below, Tenant shall not be 
            required to reimburse Landlord for any premiums paid by  Landlord 
            for insurance covering loss due to earthquake in excess of the 
            Base Amount.  For purposes of the foregoing, the term "Base 
            Amount" shall mean (i) with respect to the first  twelve (12) 
            months of the term of this Lease following the Commencement Date, 
            a sum equal  to only the portion of the insurance premium 
            attributable to insurance covering loss due to  earthquake, and 
            (ii) with respect to each twelve (12) month period thereafter, a 
            sum equal to  the amount included in Operating Expenses during 
            the immediately preceding twelve (12)  month period with respect 
            to such premiums, with actual increase not to exceed ten percent  
            (10%).  However, (a) if any mortgagee of Landlord requires 
            Landlord to maintain earthquake insurance, then Landlord shall 
            pay the excess premium costs over the Base Amount, and (b)  if 
            all mortgagees of Landlord do not require Landlord to maintain 
            earthquake insurance and  the premiums paid for earthquake 
            insurance exceed the Base Amount, then if Tenant does not  elect 
            to pay such excess premium costs, Landlord may elect not to 
            maintain such earthquake  insurance.

            6.1.4   Landlord's cost of modifications to the Building, the 
Common Areas and/or the Park occasioned by any rules, laws or regulations 
effective subsequent to the date on which the Building was originally 
constructed;

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

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

            6.1.7   Landlord's establishment of reasonable reserves for 
replacements and/or repairs of Common Area improvements, equipment and 
supplies;

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

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

            6.1.10  Landlord's cost for the management and administration of 
the Premises, the Building, the Common Areas and the Park, including without 
limitation, a property management fee, accounting, auditing, billing, 
salaries for clerical and supervisory employees (whether located within the 
Park or off-site) and all fees, licenses and permits related to the 
ownership, operation and management of any portion of the Park in an amount 
not to exceed three percent (3 %) of the Rent, excluding for purposes of 
calculating this sum, the costs described in this Section 6.1.11.

                                          7




            Notwithstanding anything to the contrary contained in this Lease, 
     in no event shall Operating Expenses include the following (collectively 
     "Costs"):

            (a)     Costs relating to repairs, alterations, improvements, 
     equipment and tools which would be property capitalized under generally 
     accepted accounting principles, except to the extent of Lessee's share 
     of such costs of the capital items in question;

            (b)    Costs incurred by Lessor to the extent that Lessor is 
     reimbursed by insurance proceeds or otherwise;

            (c)    Costs, including permit, license and inspecting costs, 
     incurred with respect to the installation of improvements made for 
     tenants or other occupants in the Building or incurred with respect to 
     the installation of improvements made for tenants or other occupants in 
     the Building or incurred in renovating or otherwise improving, 
     decorating, painting or redecorating vacant space for tenants or other 
     occupants of the Building;

            (d)     Depreciation, amortization and interest payments, except 
     to the extent provided herein pursuant to paragraph (b) above, and 
     except on materials, tools, supplies and vendor-type equipment purchased 
     by Lessor to enable Lessor to supply services Lessor might otherwise 
     contract for with a third party where such depreciation, amortization 
     and interest payments would otherwise have been included in the charge 
     for such third party's services, all as determined in accordance with 
     generally accepted accounting principles, consistently applied (as 
     applied to commercial real estate), and when depreciation or 
     amortization is permitted or required, the item shall be amortized over 
     its reasonably anticipated useful life (as reasonably determined by 
     Lessor):

            (e)     Leasing commissions, attorneys' fees, space planning 
     costs, and other costs and expenses in connection with negotiations with 
     present or prospective tenants or other occupants of the Building;

            (f)     Expenses in connection with serves or other benefits 
     which are not offered to Lessee or for which Lessee is charged directly 
     but which are provided to another tenant or occupant of the Building;

            (g)    Overhead and profit increments paid to Lessor or to 
     subsidiaries or affiliates of Lessor for goods and/or services to the 
     extent the same exceed the costs of such goods and/or services rendered 
     by unaffiliated third parties on a competitive basis;

            (h)    Costs (including in connection therewith all attorneys' 
     fees and costs of settlement, judgments and payments in lieu thereof) 
     arising from claims, disputes or potential disputes (other than claims 
     or disputes, including, but not limited to, tax disputes where the 
     tenants of the Building would receive benefits if Lessor prevails) in 
     connection with potential or actual claims, litigation or arbitrations 
     pertaining to Lessor and/or the Building; and

            (i)    Any expense not an Operating Expense as defined under GAAP.

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

      6.3   PAYMENT OF EXPENSES: Landlord shall estimate Tenant's Share of 
the Operating Expenses and Tax Expenses for the calendar year in which the 
Lease commences.  Commencing on the Commencement Date, one-twelfth (1/12th) 
of this estimated amount shall be paid by Tenant to Landlord, as Additional 
Rent, on the first (lst) day of each month and throughout the remaining 
months of such calendar year.  Thereafter, Landlord may estimate such 
expenses as of the beginning of each calendar year and Tenant shall pay 
one-twelfth (1/12th) of such estimated amount as Additional Rent hereunder on 
the first day of each month during such calendar year

                                          8



and for each ensuing calendar year throughout the Term of this Lease.  
Tenant's obligation to pay its Tenant's Share of Operating Expenses and Tax 
Expenses shall survive the expiration or earlier termination of this Lease.

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

      6.5   AUDIT: After delivery to Landlord of at least five (5) business 
days prior written notice, Tenant, at its sole cost and expense through any 
accountant designated by it, shall have the right to examine and/or audit the 
books and records evidencing such costs and expenses for the previous one (1) 
calendar year, during Landlord's reasonable business hours but not more 
frequently than once during any calendar year.  Any such accounting firm 
designated by Tenant may not be compensated on a contingency fee basis.  The 
results of any such audit (and any negotiations between the parties related 
thereto) shall be maintained strictly confidential by Tenant and its 
accounting firm and shall not be disclosed, published or otherwise 
disseminated to any other party other than to Landlord and its authorized 
agents.  Landlord and Tenant shall use its best efforts to cooperate in such 
negotiations and to promptly resolve any discrepancies between Landlord and 
Tenant in the accounting of such costs and expenses.  In the event that a 
refund is determined by Landlord and Tenant or Tenant's accounting firm, to 
be due to Tenant, then such refund amount shall be paid, together with 
interest thereupon at ten percent (10%) per annum from the date of Landlord's 
delivery of its accounting until the payment of such refund.

7.    UTILITIES: Utility Expenses, Common Area Utility Costs and all other 
sums or charges set forth in this Section 7 are considered part of Additional 
Rent.  Tenant shall pay the cost of all water, sewer use, sewer discharge 
fees and sewer connection fees, gas, heat, electricity, refuse pickup, 
janitorial service, telephone and other utilities billed or metered 
separately to the Premises and/or Tenant. Tenant shall also pay its share of 
any assessments or charges for utility or similar purposes included within 
any tax bill for the Lot on which the Premises are situated, including, 
without limitation, entitlement fees, allocation unit fees, and/or any 
similar fees or charges, and any penalties related thereto.  For any such 
utility fees or use charges that are not billed or metered separately to 
Tenant, Tenant shall pay to Landlord, as Additional Rent, without prior 
notice or demand, on the first (lst) day of each month throughout the Term of 
this Lease the amount which is attributable to Tenant's use of the utilities 
or similar services, as reasonably estimated and determined by Landlord based 
upon factors such as size of the Premises and intensity of use of such 
utilities by Tenant such that Tenant shall pay the portion of such charges 
reasonably consistent with Tenant's use of such utilities and similar 
services ("Utility Expenses").  If Tenant disputes any such estimate or 
determination, then Tenant shall either pay the estimated amount or cause the 
Premises to be separately metered at Tenant's sole expense.  In addition, 
Tenant shall pay to Landlord Tenant's Share, which is set forth on Page 1, as 
Additional Rent, without prior notice or demand, on the first (lst) day of 
each month throughout the Term of this Lease, of any Common Area utility 
costs, fees, charges or expenses ("Common Area Utility Costs").  Tenant shall 
pay to Landlord one-twelfth (1/12th) of the estimated amount of Tenant's 
Share of the Common Area Utility Costs in the same manner and time periods as 
specified in Section 6.3 above and any reconciliation thereof shall also be 
in the same manner as specified in Sections 6.3 and 6.4 above.  The amount of 
Tenant's Share of Common Area Utility Costs shall be reviewed from time to 
time by Landlord and shall be subject to modification by Landlord if there is 
a change in the rentable square footage of the Premises, the Building and/or 
the Park. Tenant acknowledges that the Premises may become subject to the 
rationing of utility services or restrictions on utility use as required by a 
public utility company, governmental agency or other similar entity having 
jurisdiction thereof. Notwithstanding any such rationing or restrictions on 
use of any such utility services, Tenant acknowledges and agrees that its 
tenancy and occupancy hereunder shall be subject to such rationing 
restrictions as may be imposed upon Landlord, Tenant, the Premises, the 
Building or the Park, and Tenant shall in no event be excused or relieved 
from any covenant or obligation to be kept or performed by Tenant by reason 
of any such rationing or restrictions.  Tenant further agrees to timely and 
faithfully pay, prior to delinquency, any amount, tax, charge, surcharge, 
assessment or imposition levied, assessed or imposed upon the Premises, or 
Tenant's use and occupancy thereof.

8.    LATE CHARGES: Any and all sums or charges set forth in this Section 8 
are considered part of Additional Rent.  Tenant acknowledges that late 
payment (the sixth day of each month or any time thereafter) by Tenant to 
Landlord of Base Rent, Tenant's Share of Operating Expenses, Tax Expenses, 
Common Area Utility Costs, and Utility Expenses or other sums due hereunder, 
will cause Landlord to incur costs not contemplated by this Lease, the exact 
amount of such costs being extremely difficult and impracticable to fix.  
Such costs include, without limitation, processing and accounting charges, 
and late charges that may be imposed on Landlord by the terms of any note 
secured by any encumbrance against the Premises, and late charges and 
penalties due to

                                          9



the late payment of real property taxes on the Premises.  Therefore, if any 
installment of Rent or any other sum due from Tenant is not received by 
Landlord when due or by the expiration of any applicable grace period 
provided for herein, Tenant shall promptly pay to Landlord all of the 
following, as applicable: (a) an additional sum equal to ten percent (10%) of 
such delinquent amount plus interest on such delinquent amount at the rate 
equal to the prime rate plus three percent (3 %) for the time period such 
payments are delinquent as a late charge for every month or portion thereof 
that such sums remain unpaid, (b) the amount of seventy-five dollars ($75) 
for each three-day notice prepared for, or served on, Tenant, (c) the amount 
of fifty dollars ($50) relating to checks for which there are not sufficient 
funds.  If Tenant delivers to Landlord a check for which there are not 
sufficient funds, Landlord may, at its sole option, require Tenant to replace 
such check with a cashier's check for the amount of such check and all other 
charges payable hereunder.  The parties agree that this late charge and the 
other charges referenced above represent a fair and reasonable estimate of 
the costs that Landlord will incur by reason of late payment by Tenant.  
Acceptance of any late charge or other charges shall not constitute a waiver 
by Landlord of Tenant's default with respect to the delinquent amount, nor 
prevent Landlord from exercising any of the other rights and remedies 
available to Landlord for any other breach of Tenant under this Lease.  If a 
late charge or other charge becomes payable for any three (3) installments of 
Rent within any twelve (12) month period, then Landlord, can require the Rent 
be paid monthly in advance by cashier's check or by electronic funds 
transfer.  Notwithstanding anything to the contrary contained within this 
Lease.  Landlord shall reduce the late charge to seven (7%) percent, but not 
more than twice during any Lease year.  If Tenant pays Rent late more than 
twice per Lease year as provided above, Landlord shall be free to impose the 
ten (10%) percent late charge.

9.    USE OF PREMISES:

      9.1   COMPLIANCE WITH LAWS, RECORDED MATTERS, AND RULES AND 
REGULATIONS: The Premises are to be used solely for the uses stated on Page 1 
and for no other uses or purposes without Landlord's prior written consent, 
which consent shall not be unreasonably withheld or delayed, but, may be 
given or withheld in Landlord's sole discretion.  The use of the Premises by 
Tenant and its employees, representatives, agents, invitees, licensees, 
subtenants, customers or contractors (collectively, "Tenant's 
Representatives") shall be subject to, and at all times in compliance with, 
(a) any and all applicable laws, ordinances, statutes, orders and regulations 
as same exist from time to time (collectively, the "Laws"), (b) any and all 
documents, matters or instruments, including without limitation, any 
declarations of covenants, conditions and restrictions, and any supplements 
thereto, each of which has been or hereafter is recorded in any official or 
public records with respect to the Premises, the Building, the Lot and/or the 
Park, or any portion thereof (collectively, the "Recorded Matters"), and (c) 
any and all rules and regulations set forth in Exhibit C, attached to and 
made a part of this Lease, and any other reasonable rules and regulations 
promulgated by Landlord now or hereafter enacted relating to parking and the 
operation of the Premises, the Building and the Park (collectively, the 
"Rules and Regulations"), provided that any Rules and Regulations hereafter 
enacted solely by Landlord shall not unreasonably interfere with Tenant's use 
of, or access to the Premises.  Tenant agrees to, and does hereby, assume 
full and complete responsibility to ensure that the Premises are adequate to 
fully meet the needs and requirements of Tenant's intended operations of its 
business within the Premises, and Tenant's use of the Premises and that same 
are in compliance with all applicable Laws throughout the Term of this Lease. 
Additionally, Tenant shall be solely responsible for the payment of all 
costs, fees and expenses associated with any modifications to the Premises, 
Building, the Common Areas and/or the Park occasioned by the enactment of, or 
changes to, any Laws arising from Tenant's particular use of the Premises 
regardless of when such Laws become effective.

      Tenant shall not be responsible for making any structural changes to 
the Premises in order to bring the Premises into compliance with any laws, 
codes, ordinances, orders or regulations in effect as of the date of this 
Lease, unless (i) such structural changes are necessitated as a result of 
Tenant's particular use of the Premises or (ii) the requirements for such 
changes are triggered as a result of any action by Tenant or Tenant's 
representatives on or about the Premises.

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

                                          10



dumpsters or in any enclosed trash areas provided.  Tenant shall honor the 
terms of all Recorded Matters relating to the Premises, the Building, the Lot 
and/or the Park.  Tenant shall honor the Rules and Regulations. If Tenant 
fails to comply with such Laws, Recorded Matters, Rules and Regulations or 
the provisions of this Lease, Landlord shall have the right to collect from 
Tenant all rights and remedies of Landlord hereunder including, but not 
limited to, the payment by Tenant to Landlord of all Enforcement Expenses and 
Landlord's reasonable costs and expenses, if any, to cure any of such 
failures of Tenant, if Landlord, at its sole option, elects to undertake such 
cure.

10.   ALTERATIONS AND ADDITIONS AND SURRENDER OF PREMISES:

      10.1  ALTERATIONS AND ADDITIONS: Tenant shall not install any signs? 
fixtures, improvements, nor make or permit any other alterations or additions 
to the Premises without the prior written consent of Landlord which shall not 
be unreasonably withheld.  If any such alteration or addition is expressly 
permitted by Landlord, Tenant shall deliver at least twenty (20) days prior 
notice to Landlord, from the date Tenant intends to commence construction, 
sufficient to enable Landlord to post a Notice of Non-Responsibility.  In all 
events, Tenant shall obtain all required permits or other governmental 
approvals prior to commencing any of such work and deliver a copy of same to 
Landlord.  All alterations and additions shall be installed by a licensed 
contractor approved by Landlord, in its reasonable discretion, at Tenant's 
sole expense in compliance with all applicable Laws (including, but not 
limited to, the ADA as defined herein), Recorded Matters, and Rules and 
Regulations. Tenant shall keep the Premises and the property on which the 
Premises are situated free from any liens arising out of any work performed, 
materials furnished or obligations incurred by or on behalf of Tenant.  As a 
condition to Landlord's consent to the installation of any fixtures, 
additions or other improvements, excluding the original Tenant Improvements, 
Landlord may require Tenant to post and obtain a completion and indemnity 
bond for up to one hundred percent (100%) of the cost of the work.

      Notwithstanding anything to the contrary contained herein, Tenant may 
install, make and permit to be made improvements, alterations and additions 
to the Premises without first obtaining Landlord's written consent thereto, 
provided that such improvements, alterations or additions to the Premises (a) 
are not structural and do not affect the structural integrity of the Premises 
and/or the Building, and/or (b) do not requires the issuance of a building 
permit by the City of Newark, and/or (c) do not involve electrical and/or 
plumbing improvements, additions or alterations, and/or (d) do not require 
penetrations to the roof of the Building, and provided further that the 
cumulative cost of all such improvements, alterations and additions does not 
exceed ten thousand and 00/100 dollars ($10,000.00) in the aggregate over 
each twelve month period of the Term ("Permitted Improvements").  In all 
events, Tenant shall be required to submit to Landlord, at least ten (10) 
business days prior to commencement of any improvements, written notification 
of Tenant's intention to complete improvements along with all plans, 
specifications, or construction drawings of such improvements or alterations, 
Tenant shall cause all Permitted Improvements to be installed by a licensed 
contractor and Tenant shall keep the Premises and the property on which the 
Premises are situated free from any liens arising out of any work performed, 
materials furnished or obligations incurred by or on behalf of Tenant.  Upon 
Landlord's request, at Tenant's sole expense, all such Permitted Improvements 
installed by Tenant shall be removed and the Premises shall be restored to 
its original condition at the expiration or earlier termination of this Lease.

      10.2  SURRENDER OF PREMISES: Upon the termination of this Lease, 
whether by forfeiture, lapse of time or otherwise, or upon the termination of 
Tenant's right to possession of the Premises, Tenant will at once surrender 
and deliver up the Premises, together with the fixtures, additions and 
improvements which Landlord has notified Tenant, in writing, that Landlord 
will require Tenant not to remove, to Landlord in good condition and repair 
including, but not limited to, replacing all light bulbs and ballasts not in 
good working condition, excepting for reasonable wear and tear and damage 
caused by an event of casualty.  Reasonable wear and tear shall not include 
any damage or deterioration to the floors of the Premises arising from the 
use of forklifts in, on or about the Premises (including, without limitation, 
any marks or stains of any portion of the floors), and any damage or 
deterioration that would have been prevented by proper maintenance by Tenant 
or Tenant otherwise performing all of its obligations under this Lease.  Upon 
such termination of this Lease, Tenant shall remove all tenant signage, trade 
fixtures, furniture, furnishings, personal property, additions, and other 
improvements unless Landlord requests, in writing, that Tenant not remove 
some or all of such trade fixtures, additions or improvements installed by, 
or on behalf of Tenant not including the Tenant Improvements as described in 
Exhibit B, or situated in or about the Premises.  By the date which is twenty 
(20) days prior to such termination of this Lease, Landlord shall notify 
Tenant in writing of those fixtures, alterations, additions and other 
improvements which Landlord shall require Tenant not to remove from the 
Premises unless Landlord shall have notified Tenant of such non removal 
obligation at the time of granting approval for the same.  Tenant shall 
repair any damage caused by the installation or removal of such signs, trade 
fixtures, furniture, furnishings, fixtures, additions and improvements which 
are to be removed from the Premises by Tenant hereunder.  If Landlord fails 
to so notify Tenant at least twenty (20) days prior to such termination of 
this Lease, then Tenant shall remove all tenant signage, fixtures, 
alterations, furniture, furnishings, trade fixtures, additions and other 
improvements installed in or about the Premises by, or on behalf of Tenant.  
Tenant shall ensure that the removal of such items and the repair of the 
Premises will be completed prior to such termination of this Lease.  
Notwithstanding anything to the contrary herein, Tenant shall not be required 
to remove the Tenant Improvements installed at the commencement of the term 
of this Lease in accordance with Exhibit B.

11.   REPAIRS AND MAINTENANCE:

      11.1  TENANT'S REPAIRS AND MAINTENANCE OBLIGATIONS: Except for those 
portions of the Building to be maintained by Landlord, as provided in Section 
11.2 below, Tenant shall, at Tenant's sole cost and expense, keep and 
maintain the Premises and the adjacent areas (including, without limitation, 
any portion of the Common Areas used by Tenant or Tenant's Representatives) 
in good, clean and safe condition and repair

                                          11



to the satisfaction of Landlord including, but not limited to, repairing any 
damage caused by Tenant or Tenant's Representatives and replacing any 
property so damaged by Tenant or Tenant's Representatives.  Without limiting 
the generality of the foregoing, Tenant shall be solely responsible for 
maintaining, repairing and replacing (a) all mechanical systems, heating, 
ventilation and air conditioning systems, (b) all plumbing, electrical wiring 
and equipment serving the Premises, (c) all interior lighting (including, 
without limitation, light bulbs and/or ballasts) and exterior lighting 
serving the Premises or adjacent to the Premises, (d) all glass, windows, 
window frames, window casements, skylights; interior and exterior doors, door 
frames and door closers, (e) all roll-up doors, ramps and dock equipment, 
including without limitation, dock bumpers, dock plates, dock seals, dock 
levelers and dock lights, (f) all tenant signage, (g) lifts for disabled 
persons serving the Premises, (h) sprinkler systems, fire protection systems 
and security systems, (i) all partitions, fixtures, equipment, interior 
painting, and interior walls and floors of the Premises and every part 
thereof (including, without limitation, any demising walls contiguous to any 
portion of the Premises).  Tenant's obligation to keep, maintain, preserve 
and repair the Premises and the adjacent area shall specifically extend to 
the cleanup and removal of any and all Hazardous Materials (hereafter 
defined) occurring in, on or about the Premises.

      11.2  REIMBURSABLE REPAIRS AND MAINTENANCE OBLIGATIONS: Subject to the 
provisions of Sections 6 and 9 of this Lease and except for (i) the 
obligations of Tenant set forth in Section 11.1 above, and (ii) the repairs 
rendered necessary by the intentional or negligent acts or omissions of 
Tenant or Tenant's Representatives, Landlord agrees, at Landlord's expense, 
subject to reimbursement pursuant to Section 6 above, to keep in good repair 
the plumbing and mechanical systems exterior to the Premises, any rail spur 
and rail crossing, the roof, roof membranes, exterior walls of the Building, 
signage (exclusive of tenant signage), and exterior electrical wiring and 
equipment, exterior lighting, exterior glass, exterior doors/entrances and 
door closers, exterior window casements, exterior painting of the Building 
(exclusive of the Premises), and underground utility and sewer pipes outside 
the exterior walls of the Building. For purposes of this Section 11.2, the 
term "exterior" shall mean exterior to, and not serving the Premises. Unless 
otherwise notified by Landlord, in writing, that Landlord has elected to 
procure and maintain the following described contract(s), Tenant shall 
procure and maintain (a) the heating, ventilation and air conditioning 
systems preventative maintenance and repair contract(s); such contract(s) to 
be on a bi-monthly or quarterly basis, as reasonably determined by Landlord, 
and (b) the fire and sprinkler protection services and preventative 
maintenance and repair contract(s) (including, without limitation, monitoring 
services); such contract(s) to be on a bi-monthly or quarterly basis, as 
reasonably determined by Landlord.  Landlord reserves the right, but without 
the obligation to do so, to procure and maintain (i) the heating, ventilation 
and air conditioning systems preventative maintenance and repair contract(s), 
and/or (ii) the fire and sprinkler protection services and preventative 
maintenance and repair contract(s) (including, without limitation, monitoring 
services).  If Landlord so elects to procure and maintain any such 
contract(s), Tenant will reimburse Landlord for the cost thereof in 
accordance with the provisions of Section 6 above.  If Tenant procures and 
maintains any of such contract(s), Tenant will promptly deliver to Landlord a 
true and complete copy of each such contract and any and all renewals or 
extensions thereof, and each service report or other summary received by 
Tenant pursuant to or in connection with such contract(s).  Notwithstanding 
anything to the contrary herein, capital expenditures incurred by Landlord 
shall be amortized according to standard commercial real estate accounting 
practices, but in no event over a period in excess of fifteen (15) years.

      11.3  LANDLORD'S REPAIRS AND MAINTENANCE OBLIGATIONS: Except for 
repairs rendered necessary by the intentional or negligent acts or omissions 
of Tenant or Tenant's Representatives, Landlord agrees, at Landlord's sole 
cost and expense, to (a) keep in good repair the structural portions of the 
floors, foundations and exterior perimeter walls of the Building (exclusive 
of glass and exterior doors), and (b) replace the structural portions of the 
roof of the Building (excluding the roof membrane) as, and when, Landlord 
determines such replacement to be necessary in Landlord's sole but reasonable 
discretion.

      11.4  TENANT'S FAILURE TO PERFORM REPAIRS AND MAINTENANCE OBLIGATIONS: 
Except for normal maintenance and repair of the items described above, Tenant 
shall have no right of access to or right to install any device on the roof 
of the Building nor make any penetrations of the roof of the Building without 
the express prior written consent of Landlord which consent shall not be 
unreasonably withheld or delayed.  If Tenant refuses or neglects to repair 
and maintain the Premises and the adjacent areas properly as required herein 
and to the reasonable satisfaction of Landlord, Landlord may, but without 
obligation to do so, with five (5) business days prior notice to Tenant, 
unless, (in Landlord's discretion,) the nature of the repair can not be 
delayed five (5) business days, at any time make such repairs and/or 
maintenance without Landlord having any liability to Tenant for any loss or 
damage that may accrue to Tenant's merchandise, fixtures or other property, 
or to Tenant's business by reason thereof, except to the extent any damage is 
caused by the willful misconduct or gross negligence of Landlord or its 
authorized agents and representatives.  In the event Landlord makes such 
repairs and/or maintenance, upon completion thereof Tenant shall pay to 
Landlord, as additional rent, the Landlord's costs for making such repairs 
and/or maintenance, plus the greater of one hundred and 00/100 dollars 
($100.00) or five percent (5%) of the cost of the repair and/or maintenance 
for overhead, upon presentation of a bill therefor, plus any Enforcement 
Expenses.  The obligations of Tenant hereunder shall survive the expiration 
of the Term of this Lease or the earlier termination thereof.  Tenant hereby 
waives any right to repair at the expense of Landlord under any applicable 
Laws now or hereafter in effect respecting the Premises.

12.   INSURANCE:

      12.1  TYPES OF INSURANCE: Tenant shall maintain in full force and 
effect at all times during the Term of this Lease, at Tenant's sole cost and 
expense, for the protection of Tenant and Landlord, as their interests may 
appear, policies of insurance issued by a carrier or carriers reasonably 
acceptable to Landlord and its lender(s) which afford the following 
coverages: (i) worker's compensation: statutory limits; (ii) employer's

                                          12



liability, as required by law, with a minimum limit of $100,000 per employee 
and $500,000 per claim; (iii) primary commercial general liability insurance 
(occurrence form) providing coverage against any and all claims for bodily 
injury and property damage occurring in, on or about the Premises arising out 
of Tenant's and Tenant's Representatives' use and/or occupancy of the 
Premises.  Such insurance shall include coverage for blanket contractual 
liability, fire damage, premises, personal injury, completed operations, 
products liability, personal and advertising.  Such insurance shall have a 
combined single limit of not less than One Million Dollars ($1,000,000) per 
occurrence with a Two Million Dollar ($2,000,000) aggregate limit and excess 
umbrella insurance in the amount of Two Million Dollars ($2,000,000).  If 
Tenant has other locations which it owns or leases, the policy shall include 
an aggregate limit per location endorsement.  If necessary, as reasonably 
determined by Landlord, Tenant shall provide for restoration of the aggregate 
limit; (iv) comprehensive automobile liability insurance: a combined single 
limit of not less than $2,000,000 per occurrence and insuring Tenant against 
liability for claims arising out of the ownership, maintenance, or use of any 
owned, hired or non-owned automobiles; (v) "all risk" property insurance, 
including without limitation, sprinkler leakage, boiler and machinery 
comprehensive form, if applicable, covering damage to or loss of any personal 
property, trade fixtures, inventory, fixtures and equipment located in, on or 
about the Premises, and in addition, coverage for flood, earthquake if 
available at commercially reasonable rates, and business interruption of 
Tenant, together with, if the property of Tenant's invitees is to be kept in 
the Premises, warehouser's legal liability or bailee customers insurance for 
the full replacement cost of the property belonging to invitees and located 
in the Premises to the extent required by such customers pursuant to the 
terms of the contract of carriage.  Such insurance shall be written on a 
replacement cost basis (without deduction for depreciation) in an amount 
equal to one hundred percent (100%) of the full replacement value of the 
aggregate of the items referred to in this subparagraph (v); and (vi) such 
other insurance as Landlord deems reasonably necessary and prudent or as may 
otherwise be required by any of Landlord's lenders or joint venture partners.

      12.2  INSURANCE POLICIES: Insurance required to be maintained by Tenant 
shall be written by companies (i) licensed to do business in the State of 
California, (ii) domiciled in the United States of America, and (iii) having 
a "General Policyholders Rating" of at least A:X (or such higher rating as 
may be required by a lender having a lien on the Premises) as set forth in 
the most current issue of "Best's Insurance Reports." Any deductible amounts 
under any of the insurance policies required hereunder shall not exceed 
commercially reasonable deductible amounts and shall be subject to Landlord's 
reasonable approval, except that the deductible amounts for Tenant's property 
damage insurance for Tenant's personal property, trade fixtures and inventory 
described in Section 12.1(v) above shall be in such amounts as Tenant shall 
determine in accordance with its standard corporate policies, it being 
acknowledged, however, by Tenant that all such deductible amounts and self 
insurance shall be deemed self-insured with full waiver of subrogation as set 
forth below in Section 12.3. Tenant shall deliver to Landlord certificates of 
insurance and true and complete copies of any and all endorsements required 
herein for all insurance required to be maintained by Tenant hereunder at the 
time of execution of this Lease by Tenant. Tenant shall, at least thirty (30) 
days prior to expiration of each policy, furnish Landlord with certificates 
of renewal or "binders" thereof.  Each certificate shall expressly provide 
that such policies shall not be cancelable or otherwise subject to 
modification except after thirty (30) days prior written notice to the 
parties named as additional insureds as required in this Lease (except for 
cancellation for nonpayment of premium, in which event cancellation shall not 
take effect until at least ten (10) days' notice has been given to Landlord). 
 Tenant shall have the right to provide insurance coverage which it is 
obligated to carry pursuant to the terms of this Lease under a blanket 
insurance policy, provided such blanket policy expressly affords coverage for 
the Premises and for Landlord as required by this Lease.

      12.3  ADDITIONAL INSUREDS AND COVERAGE: Landlord, any property 
management company and/or agent of Landlord for the Premises, the Building, 
the Lot or the Park, any lender(s) of Landlord having a lien against the 
Premises, the Building, the Lot or the Park, and any joint venture partners 
of Landlord shall be named as additional insureds under all of the policies 
required in Section 12. l(iii) above.  Additionally, such policies shall 
provide for severability of interest.  All insurance to be maintained by 
Tenant shall, except for workers' compensation and employer's liability 
insurance, be Primary, without right of contribution from insurance 
maintained by Landlord.  Any umbrella liability policy or excess liability 
policy (which shall be in "following form") shall provide that if the 
underlying aggregate is exhausted, the excess coverage will drop down as 
primary insurance.  The limits of insurance maintained by Tenant shall not 
limit Tenant's liability under this Lease.  It is the parties' intention that 
the insurance to be procured and maintained by Tenant as required herein 
shall provide coverage for any and all damage or injury arising from or 
related to Tenant's operations of its business and/or Tenant's or Tenant's 
Representatives' use of the Premises and/or any of the areas within the Park, 
whether such events occur within the Premises (as described in Exhibit A 
hereto) or in any other areas of the Park.  It is not contemplated or 
anticipated by the parties that the aforementioned risks of loss be borne by 
Landlord's insurance carriers, rather it is contemplated and anticipated by 
Landlord and Tenant that such risks of loss be borne by Tenant's insurance 
carriers pursuant to the insurance policies procured and maintained by Tenant 
as required herein.

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

                                          13



      12.5  LANDLORD'S INSURANCE: The initial Landlord shall obtain and keep 
in force during the term of this Lease a policy of combined single limit 
bodily injury and property damage insurance, insuring Landlord, against 
liability for bodily injury and property damage.  Landlord shall obtain and 
keep in force during the term of this Lease a policy or policies of insurance 
covering loss or damage to the Building, and the Tenant Improvements to the 
extent of Landlord's actual interest therein, but not including Tenant's 
Property or alterations or improvements made to the Premises by or on behalf 
of Tenant (excluding the Tenant Improvements as limited above), in an amount 
of eighty percent (80%) of the full replacement value thereof excluding land 
costs, excavation costs, footings and foundations.  The foregoing insurance 
shall provide protection against all perils within the classification of 
fire, extended coverage (as such term is used in the insurance industry), 
vandalism, malicious mischief, and to the extent available at commercially 
reasonable rates (as solely determined by Landlord), flood and/or earthquake 
insurance.  The foregoing insurance policies may be procured and carried 
pursuant to a blanket policy of insurance covering additional properties 
other than the Building.  Landlord's cost of obtaining and maintaining such 
insurance policies are included as one of the items comprising the Operating 
Expenses.

13.   WAIVER OF SUBROGATION: Landlord and Tenant hereby mutually waive their 
respective rights of recovery against each other for any loss of, or damage 
to, either parties' property to the extent that such loss or damage is 
insured by an insurance policy required to be in effect at the time of such 
loss or damage.  Each party,shall obtain any special endorsements, if 
required by its insurer whereby the insurer waives its rights of subrogation 
against the other party.  This provision is intended to waive fully, and for 
the benefit of the parties hereto, any rights and/or claims which might give 
rise to a right of subrogation in favor of any insurance carrier.  The 
coverage obtained by Tenant pursuant to Section 12 of this Lease shall 
include, without limitation, a waiver of subrogation endorsement attached to 
the certificate of insurance. The provisions of this Section 13 shall not 
apply in those instances in which such waiver of subrogation would invalidate 
such insurance coverage or would cause either party's insurance coverage to 
be voided or otherwise uncollectible.

14.   LIMITATION OF LIABILITY AND INDEMNITY: Except for damage resulting from 
the sole gross negligence or willful misconduct of Landlord or its authorized 
representatives, Tenant agrees to protect, defend (with counsel reasonably 
acceptable to Landlord) and hold Landlord and Landlord's lender(s), partners, 
employees, representatives, legal representatives, successors and assigns 
(collectively, the "Indemnitees") harmless and indemnify the Indemnitees from 
and against all liabilities, damages, claims, losses, judgments, charges and 
expenses (including reasonable attorneys' fees, costs of court and expenses 
necessary in the prosecution or defense of any litigation including the 
enforcement of this provision) arising from or in any way related to, 
directly or indirectly, Tenant's or Tenant's Representatives' use of the 
Premises, Building and/or the Park, or the conduct of Tenant's business, or 
from any activity, work or thing done, permitted or suffered by Tenant in or 
about the Premises, or in any way connected with the Premises or with the 
improvements or personal property therein, including, but not limited to, any 
liability for injury to person or property of Tenant, Tenant's 
Representatives, or third party persons.  Tenant agrees that the obligations 
of Tenant herein shall survive the expiration or earlier termination of this 
Lease.

      Except for damage resulting from the sole active gross negligence or 
willful misconduct of Landlord or its authorized representatives, Landlord 
shall not be liable to Tenant for any loss or damage to Tenant or Tenant's 
property, for any injury to or loss of Tenant's business or for any damage or 
injury to any person from any cause whatsoever, including, but not limited 
to, any acts, errors or omissions by or on behalf of any other tenants or 
occupants of the Building and/or the Park.  Tenant shall not, in any event or 
circumstance, be permitted to offset or otherwise credit against any payments 
of Rent required herein for matters for which Landlord may be liable 
hereunder.  Landlord and its authorized representatives shall not be liable 
for any interference with light or air, or for any latent defect in the 
Premises or the Building.  To the fullest extent permitted by law except for 
damage resulting from the sole active gross negligence or willful misconduct 
of Landlord or its authorized representatives, Tenant agrees that neither 
Landlord nor any of Landlord's lender(s), partners, employees, 
representatives, legal representatives, successors and assigns shall at any 
time or to any extent whatsoever be liable, responsible or in any way 
accountable for any loss, liability, injury, death or damage to persons or 
property which at any time may be suffered or sustained by Tenant or by any 
person(s) whomsoever who may at any time be using, occupying or visiting the 
Premises, the Building or the Park.

15.   ASSIGNMENT AND SUBLEASING:

      15.1  PROHIBITION: Except as expressly set forth herein with respect to 
a Permitted Transferee, Tenant shall not assign, mortgage, hypothecate, 
encumber, grant any license or concession, pledge or otherwise transfer this 
Lease (collectively, "assignment"), in whole or in part, whether voluntarily 
or involuntarily or by operation of law, nor sublet or permit occupancy by 
any person other than Tenant of all or any portion of the Premises without 
first obtaining the prior written consent of Landlord, which consent shall 
not be unreasonably withheld or delayed.  Tenant hereby agrees that Landlord 
may withhold its consent to any proposed sublease or assignment if the 
proposed sublessee or assignee or its business is subject to compliance with 
additional requirements of the ADA (defined below) beyond those requirements 
which are applicable to Tenant, unless the proposed sublessee or assignee 
shall (a) first deliver plans and specifications for complying with such 
additional requirements and obtain Landlord's written consent thereto, which 
consent shall not be unreasonably withheld or delayed and (b) comply with all 
Landlord's conditions for or contained in such consent, including without 
limitation, requirements for security to assure the lien-free completion of 
such improvements.  If Tenant seeks to sublet or assign all or any portion of 
the Premises, Tenant shall deliver to Landlord at least twenty (20) days 
prior to the proposed commencement of the sublease or assignment (the 
"Proposed Effective Date") the following: (i) the name of the proposed 
assignee or sublessee; (ii) such information as to such assignee's or 
sublessee's financial responsibility and standing as Landlord may reasonably 
require; and (iii) the aforementioned plans and specifications, if any.  
Within ten (10) days after Landlord's receipt of a written

                                          14



request from Tenant that Tenant seeks to sublet or assign all or any portion 
of the Premises, Landlord shall deliver to Tenant a copy of Landlord's 
standard form of sublease or assignment agreement (as applicable), which 
instrument shall be utilized for each proposed sublease or assignment (as 
applicable) or another form acceptable to Landlord, and such instrument shall 
include a provision whereby the assignee or sublessee assumes all of Tenant's 
obligations hereunder and agrees to be bound by the terms hereof.  As 
Additional Rent hereunder, Tenant shall pay to Landlord a fee in the amount 
of five hundred dollars ($500) plus Tenant shall reimburse Landlord for 
actual legal and other expenses incurred by Landlord in connection with any 
actual or proposed assignment or subletting.  In the event the sublease (1) 
by itself or taken together with prior sublease(s) except with respect to a 
Permitted Transferee is for a term which by itself or taken together with 
prior or other subleases is for the period remaining in the term of this 
Lease as of the time of the Proposed Effective Date, then Landlord shall have 
the right, to be exercised by giving written notice to Tenant, to recapture 
the space described in the sublease.  If such recapture notice is given, it 
shall serve to terminate this Lease with respect to the proposed sublease 
space, or, if the proposed sublease space covers all the Premises, it shall 
serve to terminate the entire term of this Lease in either case, as of the 
Proposed Effective Date. However, no termination of this Lease with respect 
to part or all of the Premises shall become effective without the prior 
written consent, where necessary, of the holder of each deed of trust 
encumbering the Premises or any part thereof.  If this Lease is terminated 
pursuant to the foregoing with respect to less than the entire Premises, the 
Rent shall be adjusted on the basis of the proportion of square feet retained 
by Tenant to the square feet originally demised and this Lease as so amended 
shall continue thereafter in full force and effect. Each permitted assignee 
or sublessee, including without limitation, a Permitted Transferee shall 
assume and be deemed to assume this Lease and shall be and remain liable 
jointly and severally with Tenant for payment of Rent and for the due 
performance of, and compliance with all the terms, covenants, conditions and 
agreements 'herein contained on Tenant's part to be performed or complied 
with, for the term of this Lease. Notwithstanding the preceding sentence, in 
the event only a portion of the Premises is subleased, each sublessee shall 
assume the Lease and shall be and remain liable, jointly and severally with 
Tenant for the payment of Rent on that portion of the Premises subleased.  No 
assignment or subletting shall affect the continuing primary liability of 
Tenant (which, following assignment, shall be joint and several with the 
assignee), and Tenant shall not be released from performing any of the terms, 
covenants and conditions of this Lease.  Tenant hereby acknowledges and 
agrees that it understands that Landlord's accounting department may process 
and accept Rent payments without verifying that such payments are being made 
by Tenant, a permitted sublessee or a permitted assignee in accordance with 
the provisions of this Lease.  Although such payments may be processed and 
accepted by such accounting department personnel, any and all actions or 
omissions by the personnel of Landlord's accounting department shall not be 
considered as acceptance by Landlord of any proposed assignee or sublessee 
nor shall such actions or omissions be deemed to be a substitute for the 
requirement that Tenant obtain Landlords prior written consent to any such 
subletting or assignment, and any such actions or omissions by the personnel 
of Landlord's accounting department shall not be considered as a voluntary 
relinquishment by Landlord of any of its rights hereunder nor shall any 
voluntary relinquishment of such rights be inferred therefrom.  For purposes 
hereof, in the event Tenant is a corporation, partnership, joint venture, 
trust or other entity other than a natural person, any change in the direct 
or indirect ownership of Tenant (whether pursuant to one or more transfers 
other than any public trading of the outstanding shares (stock) of Tenant 
which does not result in a change of the management and control of Tenant) 
which results in a change of more than fifty percent (50%) in the direct or 
indirect ownership of Tenant shall be deemed to be an assignment within the 
meaning of this Section 15 and shall be subject to all the provisions hereof. 
Except for a permissible assignment to a Permitted Transferee, any and all 
options, first rights of refusal, tenant improvement allowances and other 
similar rights granted to Tenant in this Lease, if any, shall not be 
assignable by Tenant unless expressly authorized in writing by Landlord.  
Notwithstanding anything to the contrary contained herein, so long as Tenant 
delivers to Landlord (1) at least fifteen (15) business days after written 
notice of its intention to assign or sublease the Premises to any Permitted 
Transferee, which notice shall set forth the name of the Permitted 
Transferee, (2) a copy of the proposed agreement pursuant to which such 
assignment or sublease shall be effectuated, and (3) such other information 
concerning the Permitted Transferee as Landlord may reasonably require, 
including without limitation, information regarding any change in the 
proposed use of any portion of the Premises and any financial information 
with respect to such Permitted Transferee, and so long as Landlord approves, 
in writing, of any change in the proposed use of the subject portion of the 
Premises, then Tenant may assign this Lease or sublease any portion of the 
Premises (X) to any Permitted Transferee, or (Y) in connection with any 
merger, consolidation or sale of substantially all of the assets of Tenant, 
(collectively "Permitted Transferee") without having to obtain the prior 
written consent of Landlord thereto.  For purposes of this Lease the term 
"Permitted Transferee" shall mean and refer to any corporation or entity 
which controls, is controlled by or is under common control with Tenant, the 
event of any transfer of more than 50% of the stock of Tenant over a publicly 
traded stock exchange since Tenant is a publicly traded company, as all of 
such terms are customarily used in the industry, and with an equal or greater 
net worth as Tenant has as of the proposed transfer date.  Any assignment to 
a Permitted Transferee shall in no way relieve Tenant of any liability Tenant 
may have under this Lease and such assignee or sublessee shall be jointly and 
severally liable with Tenant hereunder.

      15.2  EXCESS SUBLEASE RENTAL OR ASSIGNMENT CONSIDERATION: In the event 
of any sublease or assignment of all or any portion of the Premises, except 
for Permitted Transferee, where the rent or other consideration provided for 
in the sublease or assignment either initially or over the term of the 
sublease or assignment exceeds the Rent or pro rata portion of the Rent, as 
the case may be, for such space reserved in the Lease, Tenant shall pay the 
Landlord monthly, as Additional Rent, at the same time as the monthly 
installments of Rent are payable hereunder, fifty percent (50%) of the excess 
of each such payment of rent or other consideration in excess of the Rent 
called for hereunder, after deducting all cost incurred by Tenant in 
obtaining such assignee or sublessee, including, without limitation, 
brokerage commission, attorney's fees, advertising expenses and rental 
concessions.

                                          15



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

16.   AD VALOREM TAXES: Prior to delinquency, Tenant shall pay all taxes and 
assessments levied upon trade fixtures, alterations, additions, improvements, 
inventories and personal property located and/or installed on or in the 
Premises by, or on behalf of, Tenant; and if requested by Landlord, Tenant 
shall promptly deliver to Landlord copies of receipts for payment of all such 
taxes and assessments.  To the extent any such taxes are not separately 
assessed or billed to Tenant, Tenant shall pay the amount thereof as invoiced 
by Landlord.

17.   SUBORDINATION: Without the necessity of any additional document being 
executed by Tenant for the purpose of effecting a subordination, and at the 
election of Landlord or any bona fide mortgagee or deed of trust beneficiary 
with a lien on all or any portion of the Premises or any ground lessor with 
respect to the land of which the Premises are a part, the rights of Tenant 
under this Lease and this Lease shall be subject and subordinate at all times 
to: (i) all ground leases or underlying leases which may now exist or 
hereafter be executed affecting the Building or the land upon which the 
Building is situated or both, and (ii) the lien of any mortgage or deed of 
trust which may now exist or hereafter be executed in any amount for which 
the Building, the Lot, ground leases or underlying leases, or Landlord's 
interest or estate in any of said items is specified as security.  
Notwithstanding the foregoing, Landlord or any such ground lessor, mortgagee, 
or any beneficiary shall have the right to subordinate or cause to be 
subordinated any such ground leases or underlying leases or any such liens to 
this Lease.  If any ground lease or underlying lease terminates for any 
reason or any mortgage or deed of trust is foreclosed or a conveyance in lieu 
of foreclosure is made for any reason, Tenant shall, notwithstanding any 
subordination and upon the request of such successor to Landlord, attorn to 
and become the Tenant of the successor in interest to Landlord, provided such 
successor in interest will not disturb Tenant's use, occupancy or quiet 
enjoyment of the Premises so long as Tenant is not in default of the terms 
and provisions of this Lease.  The successor in interest to Landlord 
following foreclosure, sale or deed in lieu thereof shall not be (a) liable 
for any act or omission of any prior lessor or with respect to events 
occurring prior to acquisition of ownership; (b) subject to any offsets or 
defenses which Tenant might have against any prior lessor; (c) bound by 
prepayment of more than one (1) month's Rent; or (d) liable to Tenant for any 
Security Deposit not actually received by such successor in interest to the 
extent any portion or all of such Security Deposit has not already been 
forfeited by, or refunded to, Tenant. Landlord shall be liable to Tenant for 
all or any portion of the Security Deposit not forfeited by, or refunded to 
Tenant, until and unless Landlord transfers such Security Deposit to the 
successor in interest.  Tenant covenants and agrees to execute (and 
acknowledge if required by Landlord, any lender or ground lessor) and 
deliver, within ten (10) days of a demand or request by Landlord and in the 
form requested by Landlord, ground lessor, mortgagee or beneficiary, any 
additional documents evidencing the priority or subordination of this Lease 
with respect to any such ground leases or underlying leases or the lien of 
any such mortgage or deed of trust.  Tenant's failure to timely execute and 
deliver such additional documents shall, at Landlord's option, constitute a 
material default hereunder.  It is further agreed that Tenant shall indemnify 
Landlord from and against any loss, cost, damage or expense, arising 
directly, from any failure of Tenant to execute or deliver to Landlord any 
such additional documents, together with any and all Enforcement Expenses.  
Tenant's agreement to subordinate this Lease to any future ground or 
underlying lease or any future deed of trust or mortgage pursuant to the 
foregoing provisions of the Section 17 is conditioned upon Landlord 
delivering to Tenant from the lessor under such future ground or underlying 
lease or the holder of any such mortgage or deed of trust, a non-disturbance 
agreement agreeing, among other things, that Tenant's right to possession of 
the Premises pursuant to the terms and conditions of this Lease shall not be 
disturbed provided Tenant is not in default under this Lease beyond the 
applicable notice and cure periods hereunder.  Landlord has advised Tenant 
that at sometime after the date on which this Lease is executed by the 
parties Landlord will obtain a permanent loan which will be secured by a lien 
of a deed of trust against the Premises, the Building and/or the Lot. 
Landlord and Tenant agree that if Landlord at any time during the term of the 
Lease causes the Premises, the Building and/or the Lot to be encumbered by a 
mortgage, deed of trust or similar security instrument and the Lease is 
subordinate to such encumbrance or the beneficiary thereof requires this 
Lease and Tenant's rights and interest in this Lease to be subordinate to 
such encumbrance or lien, Landlord will provide to Tenant a subordination, 
nondisturbance and_attornment agreement from such beneficiary or lien-holder 
in form reasonably acceptable to Landlord, the subject beneficiary and Tenant.

18.   RIGHT OF ENTRY: Tenant grants Landlord or its agents the right to enter 
the Premises at all reasonable times with forty-eight (48) hours prior 
written notice, if possible, for purposes of inspection, exhibition, posting 
of notices, repair or alteration.  At Landlord's option, Landlord shall at 
all times have and retain a key with which to unlock all the doors in, upon 
and about the Premises, excluding Tenant's vaults and safes.  It is further 
agreed that Landlord shall have the right to use any and all means Landlord 
deems necessary to enter the Premises in an emergency.  Landlord shall also 
have the right to,place "for rent" and/or "for sale" signs on the outside of 
the Premises during the last twelve (12) months of the lease term.  Tenant 
hereby waives any claim from damages or for any injury or inconvenience to or 
interference with Tenant's business, or any other loss occasioned thereby 
except for any claim for any of the foregoing arising out of the sole gross 
negligence or willful misconduct of Landlord or its authorized 
representatives.

19.   ESTOPPEL CERTIFICATE: Landlord and Tenant shall execute (and 
acknowledge if required by any lender, ground lessor, or Other third party) 
and deliver to the other party, within not less than ten (10) days after 
Landlord or Tenant, as applicable, provides such to the other party, a 
statement in writing certifying that this Lease is unmodified and in full 
force and effect (or, if modified, stating the nature of such modification), 
the

                                          16



date to which the Rent and other charges are paid in advance, if any, 
acknowledging that there are not, to such party's knowledge, any uncured 
defaults on the part of the other party hereunder or specifying such defaults 
as are claimed, and such other matters as Landlord or Tenant, as applicable, 
may reasonably require.  Any such statement may be conclusively relied upon 
by the party requesting such statement and any prospective purchaser or 
encumbrancer of the Premises or other third party.  Landlord or Tenant's, as 
applicable, failure to deliver such statement within such time shall be 
conclusive upon the party which failed to deliver the certificate that (a) 
this Lease is in full force and effect, without modification except as may be 
represented by such party; (b) there are no uncured defaults in the other 
party's performance; and (c) not more than one month's Rent has been paid in 
advance.  Failure by Tenant to so deliver such certified estoppel certificate 
shall be a default of the provisions of this Lease.  Tenant shall indemnify 
Landlord from and against any loss, cost, damage or expense, arising 
directly, from any failure of Tenant to execute or deliver to Landlord any 
such certified estoppel certificate, together with any and all Enforcement 
Expenses.

20.   TENANT'S DEFAULT: The occurrence of any one or more of the following 
events shall, at Landlord's option, constitute a default and breach of this 
Lease by Tenant:

      20.1  The vacation or abandonment of the Premises by Tenant for a 
period of ten (10) consecutive days in combination with Tenant's failure to 
pay Rent or any other sum due to Landlord, or the vacation of the Premises by 
Tenant which would cause any insurance policy to be invalidated or otherwise 
lapse.  Tenant agrees to notice and service of notice as provided for in this 
Lease and waives any right to any other or further notice or service of 
notice which Tenant.  may have under any statute or law now or hereafter in 
effect;

      20.2  The failure by Tenant to make any payment of Rent, Additional 
Rent or any other payment required hereunder within five (5) days after the 
delivery by Landlord of written notice that such payment is past due.  Tenant 
agrees that such written notice by Landlord shall serve as the statutorily 
required notice under the Law (including without limitation, any unlawful 
detainer statutes), and Tenant further agrees to notice and service of notice 
as provided for in this Lease and waives any right to any other or further 
notice or service of notice which Tenant may have under any statute or law 
now or hereafter in effect;

      20.3  The failure by Tenant to observe, perform or comply with any of 
the conditions, covenants or provisions of this Lease (except failure to make 
any payment of Rent and/or Additional Rent) and such failure is not cured 
within the time period required under the provisions of this Lease.  If such 
failure is susceptible of cure but cannot reasonably be cured within the 
aforementioned time period (if any), as determined solely but reasonably by 
Landlord, Tenant shall promptly commence the cure of such failure and 
thereafter diligently prosecute such cure to completion within the time 
period specified by Landlord in any written notice regarding such failure as 
may be delivered to Tenant by Landlord.  In no event or circumstance shall 
Tenant have more than fifteen (15) days to complete any such cure, unless 
otherwise expressly agreed to in writing by Landlord (in Landlord's sole 
discretion), or the nature of such default shall require more than fifteen 
(15) days to cure;

      20.4  The making of a general assignment by Tenant for the benefit of 
creditors, the filing of a voluntary petition by Tenant or the filing of an 
involuntary petition by any of Tenant's creditors seeking the rehabilitation, 
liquidation, or reorganization of Tenant under any law relating to 
bankruptcy, insolvency or other relief of debtors and, in the case of an 
involuntary action, the failure to remove or discharge the same within sixty 
(60) days of such filing, the appointment of a receiver or other custodian to 
take possession of substantially all of Tenant's assets or this leasehold, 
Tenant's insolvency or inability to pay Tenant's debts or failure generally 
to pay Tenant's debts when due, any court entering a decree or order 
directing the winding up or liquidation of Tenant or of substantially all of 
Tenant's assets, Tenant taking any action toward the dissolution or winding 
up of Tenant's affairs, the cessation or suspension of Tenant's use of the 
Premises, or the attachment, execution or other judicial seizure of 
substantially all of Tenant's assets or this leasehold (or any involuntary 
action against Tenant, Tenant shall have sixty (60) days to discharge such 
action);

      20.5  Tenant's use or storage of Hazardous Materials in, on or about 
the Premises, the Building, the Lot and/or the Park other than as expressly 
permitted by the provisions of Section 29 below;

      20.6  The making of any material misrepresentation or omission by 
Tenant in any materials delivered by or on behalf of Tenant to Landlord 
pursuant to this Lease; or

21.   REMEDIES FOR TENANT'S DEFAULT:

      21.1  LANDLORD'S RIGHTS: In the event of Tenant's default or breach of 
the Lease, which default or breach is not cured within the applicable cure 
period, Landlord may terminate Tenant's right to possession of the Premises 
by any lawful means in which case upon delivery of written notice by Landlord 
this Lease shall terminate on the date specified by Landlord in such notice 
and Tenant shall immediately surrender possession of the Premises to 
Landlord.  In addition, the Landlord shall have the immediate right of 
re-entry whether or not this Lease is terminated, and if this right of 
re-entry is exercised following abandonment of the Premises by Tenant, 
Landlord may consider any personal property belonging to Tenant and left on 
the Premises to also have been abandoned.  No re-entry or taking possession 
of the Premises by Landlord pursuant to this Section 21 shall be construed as 
an election to terminate this Lease unless a written notice of such intention 
is given to Tenant.  If Landlord relets the Premises or any portion thereof, 
(i) Tenant shall be liable immediately to Landlord for all reasonable costs 
Landlord incurs in reletting the Premises or any part thereof, including, 
without limitation, broker's commissions, expenses of cleaning, and repairing 
the Premises and other similar costs (collectively, the "Reletting Costs"), 
and (ii) the rent received by Landlord from such reletting shall be applied 
to the payment of, first, any indebtedness from Tenant to Landlord other than 
Base Rent, Operating

                                          17



Expenses, Tax Expenses, Common Area Utility Costs, and Utility Expenses; 
second, all reasonable costs including maintenance, incurred by Landlord in 
reletting; and, third, Base Rent, Operating Expenses, Tax Expenses, Common 
Area Utility Costs, Utility Expenses, and all other sums due under this 
Lease.  Any and all of the Reletting Costs shall be fully chargeable to 
Tenant and shall not be prorated or otherwise amortized in relation to any 
new lease for the Premises or any portion thereof.  After deducting the 
payments referred to above, any sum remaining from the rental Landlord 
receives from reletting shall be held by Landlord and applied in payment of 
future Rent as Rent becomes due under this Lease.  In no event shall Tenant 
be entitled to any excess rent received by Landlord.  Reletting may be for a 
period shorter or longer than the remaining term of this Lease.  No act by 
Landlord other than giving written notice to Tenant shall terminate this 
Lease. Acts of maintenance, efforts to relet the Premises or the appointment 
of a receiver on Landlord's initiative to protect Landlord's interest under 
this Lease shall not constitute a termination of Tenant's right to 
possession. So long as this Lease is not terminated, Landlord shall have the 
right to remedy any default of Tenant, to maintain or repair the Premises, to 
cause a receiver to be appointed to administer the Premises and new or 
existing subleases and to add to the Rent payable hereunder all of Landlord's 
reasonable costs in so doing, with interest at the maximum rate permitted by 
law from the date of such expenditure.

      21.2  DAMAGES RECOVERABLE: If Tenant breaches this Lease and abandons 
the Premises before the end of the Term, or if Tenant's right to possession 
is terminated by Landlord because of a breach or default of the Lease, then 
in either such case, Landlord may recover from Tenant all damages suffered by 
Landlord as a result of Tenant's failure to perform its obligations 
hereunder, including, but not limited to, the cost of any unamortized Tenant 
Improvements constructed by or on behalf of Tenant pursuant to Exhibit B 
hereto, the portion of any broker's or leasing agent's commission incurred 
with respect to the leasing of the Premises to Tenant for the balance of the 
Term of the Lease remaining after the date on which Tenant is in default of 
its obligations hereunder, and all Reletting Costs, and the worth at the time 
of the award (computed in accordance with paragraph (3) of Subdivision (a) of 
Section 1951.2 of the California Civil Code) of the amount by which the Rent 
then unpaid hereunder for the balance of the Lease Term exceeds the amount of 
such loss of Rent for the same period which Tenant proves could be reasonably 
avoided by Landlord and in such case, Landlord prior to the award, may relet 
the Premises for the purpose of mitigating damages suffered by Landlord 
because of Tenant's failure to perform its obligations hereunder; provided, 
however, that even though Tenant has abandoned the Premises following such 
breach, this Lease shall nevertheless continue in full force and effect for 
as long as Landlord does not terminate Tenant's right of possession, and 
until such termination, Landlord shall have the remedy described in Section 
1951.4 of the California Civil Code (Landlord may continue this Lease in 
effect after Tenant's breach and abandonment and recover Rent as it becomes 
due, if Tenant has the right to sublet or assign, subject only to reasonable 
limitations) and may enforce all its rights and remedies under this Lease, 
including the right to recover the Rent from Tenant as it becomes due 
hereunder.  The "worth at the time of the award" within the meaning of 
Subparagraphs (a)(1) and (a)(2) of Section 1951.2 of the California Civil 
Code shall be computed by allowing interest at the rate of ten percent (10%) 
per annum. Tenant waives redemption or relief from forfeiture under 
California Code of Civil Procedure Sections 1174 and 1179, or under any other 
present or future law, in the event Tenant is evicted or Landlord takes 
possession of the Premises by reason of any default of Tenant hereunder.

      21.3  RIGHTS AND REMEDIES CUMULATIVE: The foregoing rights and remedies 
of Landlord are not exclusive; they are cumulative in addition to any rights 
and remedies now or hereafter existing at law, in equity by statute or 
otherwise, or to any equitable remedies Landlord may have, and to any 
remedies Landlord may have under bankruptcy laws or laws affecting creditor's 
rights generally.  In addition to all remedies set forth above, if Tenant 
defaults or otherwise breaches this Lease, any and all Base Rent waived by 
Landlord under Section 3 above, prorated for the remaining portion of the 
Lease shall be immediately due and payable to Landlord and all options 
granted to Tenant hereunder shall automatically terminate, unless otherwise 
expressly agreed to in writing by Landlord.

      21.4  WAIVER OF A DEFAULT: The waiver by Landlord or Tenant of any 
default or breach of any provision of this Lease shall not be deemed or 
construed a waiver of any other breach or default by Tenant or Landlord 
respectively, hereunder or of any subsequent breach or default of this Lease, 
except for the default specified in the waiver.

22.   HOLDING OVER: If Tenant holds possession of the Premises after the 
expiration of the Term of this Lease with Landlord's consent, Tenant shall 
become a tenant from month-to-month upon the terms and provisions of this 
Lease, provided the monthly Base Rent during such hold over period shall be 
150% of the Base Rent due on the last month of the Lease Term, payable in 
advance on or before the first day of each month.  Acceptance by Landlord of 
the monthly Base Rent without the additional .fifty percent (50%) increase of 
Base Rent shall not be deemed or construed as a waiver by Landlord of any of 
its rights to collect the increased amount of the Base Rent as provided 
herein at any time.  Such month-to-month tenancy shall not constitute a 
renewal or extension for any further term.  All options, if any, granted 
under the terms of this Lease shall be deemed automatically terminated and be 
of no force or effect during said month-to-month tenancy.  Tenant shall 
continue in possession until such tenancy shall be terminated by either 
Landlord or Tenant giving written notice of termination to the other party at 
least thirty (30) days prior to the effective date of termination.  This 
paragraph shall not be construed as Landlord's permission for Tenant to hold 
over. Acceptance of Base Rent by Landlord following expiration or termination 
of this Lease shall not constitute a renewal of this Lease.

23.   LANDLORD'S DEFAULT: Landlord shall not be deemed in breach or default 
of this Lease unless Landlord fails within a reasonable time to perform an 
obligation required to be performed by Landlord hereunder.  For purposes of 
this provision, a reasonable time shall not be less than thirty (30) days 
after receipt by Landlord of written notice specifying the nature of the 
obligation Landlord has not performed; provided, however, that

                                          18



if the nature of Landlord's obligation is such that more than thirty (30) 
days, after receipt of written notice, is reasonably necessary for its 
performance, then Landlord shall not be in breach or default of this Lease if 
performance of such obligation is commenced within such thirty (30) day 
period and thereafter diligently pursued to completion.

24.   PARKING: Tenant shall have a license to use the number of undesignated 
and nonexclusive parking spaces set forth on Page 1.  Landlord shall exercise 
reasonable efforts to insure that such spaces are available to Tenant for its 
use, but Landlord shall not be required to enforce Tenant's right to use the 
same.  So long as Tenant does not disrupt other tenants' conduct of their 
business within the Park and Tenant does not otherwise breach the quiet 
enjoyment of such other tenants.  Tenant may take such reasonable measures to 
enforce its license to use such undesignated parking spaces.

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

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

27.   CASUALTY DAMAGE:

      27.1  CASUALTY.  If the Premises or any part thereof (excluding any 
alterations or improvements installed by or for the benefit of Tenant) shall 
be damaged or destroyed by fire or other casualty, Tenant   shall give 
immediate written notice thereof to Landlord.  Within thirty (30) days after 
receipt by Landlord of such notice, Landlord shall notify Tenant, in writing, 
whether the necessary repairs can reasonably be made: (a) within one hundred 
eighty (180) days; or (b) in more than one hundred eighty (180) days, from 
the date of destruction.

            27.1.1  MINOR INSURED DAMAGE.  If the Premises are damaged only to
such extent that repairs, rebuilding and/or restoration can be reasonably 
completed within one hundred eighty (180) days from the date of destruction, 
this Lease shall not terminate and, provided that insurance proceeds are 
available to fully repair the damage, Landlord shall repair the Premises to 
substantially the same condition that existed prior to the occurrence of such 
casualty, except Landlord shall not be required to rebuild, repair, or 
replace any alterations or improvements installed by or for the benefit of 
Tenant or any part of Tenant's furniture, furnishings or fixtures and 
equipment removable by Tenant.  The Rent payable hereunder, from the date of 
destruction until the Premises are fully restored, shall be abated 
proportionately to the extent that Tenant's use of the Premises is impaired.

            27.1.2  MAJOR INSURED DAMAGE.  If the Premises are damaged to such
extent that repairs, rebuilding and/or restoration cannot be reasonably 
completed within one hundred eighty (180) days, then either Landlord or 
Tenant may terminate this Lease by giving written notice within twenty (20) 
days after notice from Landlord regarding the time period of repair.  If 
either party notifies the other of its intention to so terminate the Lease, 
then this Lease shall terminate and the Rent shall be abated from the date 
Tenant vacates the Premises.  If neither party elects to terminate this 
Lease, Landlord shall promptly commence and diligently prosecute to 
completion the repairs to the Premises, provided insurance proceeds are 
available '_o fully repair the damage (except that Landlord shall not be 
required to rebuild, repair, or replace any alterations or improvements 
installed by or for the benefit of Tenant or any part of Tenant's furniture, 
furnishings or fixtures and equipment removable by Tenant).  During the time 
when Landlord is prosecuting such repairs to completion, the Rent payable 
hereunder, from the date of destruction until the Premises are fully 
restored, shall be abated proportionately to the extent that Tenant's use of 
the Premises is impaired.

            27.1.3  DAMAGE NEAR END OF TERM.  Notwithstanding anything to the
contrary contained in this Lease except for the provisions of Section 27.2 
below, if the Premises are damaged or destroyed during the last year of then 
applicable term of this Lease, Landlord or Tenant may, at its option, cancel 
and terminate

                                          19



this Lease by giving written notice to the other party of its election to do 
so within thirty (30) days after receipt by Landlord of notice from Tenant of 
the occurrence of such casualty.  If Landlord or Tenant so elects to 
terminate this Lease, all rights of Tenant hereunder shall cease and 
terminate ten (10) days after the other party's receipt of such notice.

      27.2  TENANT'S OR TENANT'S REPRESENTATIVE'S FAULT.  If any portion of 
the Premises is damaged or destroyed due to the fault, negligence (active or 
passive) or breach of this Lease by Tenant or any of Tenant's 
Representatives, Rent shall not be diminished during the repair of such 
damage and Tenant shall be liable to Landlord for the cost of the repair 
caused thereby to the extent such cost is not covered by Tenant's insurance 
proceeds.

      27.3  UNINSURED CASUALTY.  Tenant shall be responsible for and shall 
pay to Landlord, as Additional Rent, any of Tenant's deductibles amount under 
the property insurance for the Premises and/or the Building. If any portion 
of the Premises is damaged and is not fully covered by insurance proceeds 
received by Landlord (and Tenant elects not to pay any such difference) or if 
the holder of any indebtedness secured by the Premises requires that the 
insurance proceeds be applied to such indebtedness, then Landlord shall have 
the right to terminate this Lease by delivering written notice of termination 
to the other party within thirty (30) days after the date of notice to Tenant 
of any such event, whereupon all rights and obligations shall cease and 
terminate hereunder, except for those obligations expressly provided for in 
this Lease to survive such termination of the Lease.

      27.4  TENANT'S WAIVER.  Landlord shall not be liable for any 
inconvenience or annoyance to Tenant, injury to the business of Tenant, loss 
of use of any part of the Premises by Tenant or loss of Tenant's personal 
property', resulting in any way from such damage, destruction or the repair 
thereof, except that, Rent shall abate in proportion to the damage to the 
Premises as specifically provided above in this Section 27.  With respect to 
any damage or destruction which Landlord is obligated to repair or may elect 
to repair, Tenant hereby waives all rights to terminate this Lease or offset 
any amounts against Rent pursuant to rights accorded Tenant by any law 
currently existing or hereafter enacted, including but not limited to, all 
rights pursuant to the provisions of Sections 1932(2.), 1933(4.), 1941 and 
1942 of the California Civil Code, as the same may be amended or supplemented 
from time to time."

28.   CONDEMNATION: If the Premises or twenty-five percent (25%) or more of 
Tenant's portion of parking spaces is condemned by eminent domain, inversely 
condemned or sold in lieu of condemnation for any public or quasi-public use 
or purpose ("Condemned"), then Tenant or Landlord may terminate this Lease as 
of the date when physical possession of the Premises is taken and title vests 
in such condemning authority, and Rent shall be adjusted to the date of 
termination.  Tenant shall not because of such condemnation assert any claim 
against Landlord or the condemning authority for any compensation because of 
such condemnation, and Landlord shall be entitled to receive the entire 
amount of any award without deduction for any estate of interest or other 
interest of Tenant except for any award for Tenant's relocation expenses, 
loss of personal property and fixtures installed by Tenant or unamortized 
tenant improvements paid by Tenant.  If a substantial portion of the 
Premises, Building or the Lot is so Condemned, Landlord at its option may 
terminate this Lease.  If Landlord does not elect to terminate this Lease, 
Landlord shall, if necessary, promptly proceed to restore the Premises or the 
Building to substantially its same condition prior to such partial 
condemnation, allowing for the reasonable effects of such partial 
condemnation, and a proportionate allowance shall be made to Tenant, as 
reasonably determined by Landlord, for the Rent corresponding to the time 
during which, and to the part of the Premises of which, Tenant is deprived on 
account of such partial condemnation and restoration.  Landlord shall not be 
required to spend funds for restoration in excess of the amount received by 
Landlord as compensation awarded.

29.   ENVIRONMENTAL MATTERS/HAZARDOUS MATERIALS:

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

      29.2  DEFINITION OF HAZARDOUS MATERIALS: As used in this Lease, the 
term Hazardous Materials shall mean and include (a) any hazardous or toxic 
wastes, materials or substances, and other pollutants by products, gasoline, 
diesel fuel, crude oil or any fraction thereof; (c) asbestos and asbestos 
containing material, in any form, whether friable or non-friable; (d) 
polychlorinated biphenyls; (e) radioactive materials; (f) lead and 
lead-containing materials; (g) any other material, waste or substance 
displaying toxic, reactive, ignitable or corrosive characteristics, as all 
such terms are used in their broadest sense, and are defined or become 
defined by any Environmental Law (defined below); or (h) any materials which 
cause or threatens to cause a nuisance upon or waste to any portion of the 
Premises, the Building, the Lot, tile Park or any surrounding property; or 
poses or threatens to pose a hazard to the health and safety of persons on 
the Premises or any surrounding property.  Hazardous Materials shall not 
include typical household cleaning products or typical office supplies.

                                          20



      29.3  PROHIBITION; ENVIRONMENTAL LAWS: Tenant shall not be entitled to 
use nor store any Hazardous Materials on, in, or about the Premises, the 
Building, the Lot and the Park, or any portion of tile foregoing, without, in 
each instance, obtaining Landlord's prior written consent thereto.  If 
Landlord consents to any such usage or storage, then Tenant shall be 
permitted to use and/or store only those Hazardous Materials that are 
necessary for Tenant's business and to the extent disclosed in the HazMat 
Certificate and as expressly approved by Landlord in writing, provided that 
such usage and storage is only to the extent of the quantities of Hazardous 
Materials as specified in the then applicable HazMat Certificate as expressly 
approved by Landlord and provided further that such usage and storage is in 
full compliance with any and all local, state and federal environmental, 
health and/or safety-related laws, statutes, orders, standards, courts' 
decisions, ordinances, rules and regulations (as interpreted by judicial and 
administrative decisions), decrees, directives, guidelines, permits or permit 
conditions, currently existing and as 'amended, enacted, issued or adopted in 
the future which are or become applicable to Tenant or all or any portion of 
the Premises (collectively, the "Environmental Laws").  Tenant agrees that 
any changes to the type and/or quantities of Hazardous Materials specified in 
the most recent HazMat Certificate may be implemented only with the prior 
written consent of Landlord, which consent may be given or withheld in 
Landlord's sole but reasonable discretion.  Tenant shall not be entitled nor 
permitted to install any tanks under, on or about the Premises for the 
storage of Hazardous Materials without the express written consent of 
Landlord, which may be given or withheld in Landlord's sole but reasonable 
discretion.  Landlord shall have the right at all times during the Term of 
this Lease to (i) with forty-eight (48) hours prior notice, if possible, 
inspect the Premises, (ii) conduct tests and investigations to determine 
whether Tenant is in compliance with the provisions of this Section 29, and 
(iii) request lists of all Hazardous Materials used, stored or otherwise 
located on, under or about the Premises, the Common Areas and/or the parking 
lots (to the extent the Common Areas and/or the parking lots are not 
considered part of the Premises).  The cost of all such inspections, tests 
and investigations shall be borne solely by Tenant, if Landlord reasonably 
believes they are necessary.  The aforementioned rights granted herein to 
Landlord and its representatives shall not create (a) a duty on Landlord's 
part to inspect, test, investigate, monitor or otherwise observe the Premises 
or the activities of Tenant and Tenant's Representatives with respect to 
Hazardous Materials, including without limitation, Tenant's operation, use 
and any remediation related thereto, or (b) liability on the part of Landlord 
and its representatives for Tenant's use, storage, disposal or remediation of 
Hazardous Materials, it being understood that Tenant shall be solely 
responsible for all liability in connection therewith.

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

      29.5  ENVIRONMENTAL INDEMNITY: In addition to Tenant's obligations as 
set forth hereinabove, Tenant and Tenant's officers and directors agree to, 
and shall, protect, indemnify, defend (with counsel reasonably acceptable to 
Landlord) and hold Landlord and Landlord's lenders, partners, property 
management company (if other than Landlord), agents, directors, officers, 
employees, representatives, contractors, shareholders, successors and assigns 
and each of their respective partners, directors, employees, representatives, 
agents, contractors, shareholders, successors and assigns harmless from and 
against any and all claims, judgments, damages, penalties, fines, 
liabilities, losses (including, without limitation, diminution in value of 
the Premises, the Building, the Lot, the Park, or any portion of any of the 
foregoing, damages for the loss of or restriction on the use of rentable or 
usable space, and from any adverse impact of Landlord's marketing of any 
space within the Building and/or Park), suits, administrative proceedings and 
costs (including, but not limited to, reasonable attorneys' and consultant 
fees and court costs) arising at any time during or after the Term of this 
Lease in connection with or related to, directly or indirectly, the use, 
presence, transportation, storage, disposal, migration, removal, spill, 
release or discharge of Hazardous Materials on, in or about the Premises, or 
in any Common Areas or parking lots (to the extent such areas are not 
considered part of the Premises) as a result (directly or indirectly) of the 
intentional or negligent acts or omissions of Tenant or Tenant's 
Representatives.  Neither the written consent of Landlord to the presence, 
use or storage of Hazardous Materials in, on, under or about any portion of 
the Premises, the Building, the Lot and the Park, nor the strict compliance 
by Tenant with all Environmental Laws shall excuse Tenant and Tenant's 
officers and directors

                                          21



from its obligations of indemnification pursuant hereto.  To the extent 
Landlord is strictly liable under any Environmental Laws, Tenant's 
obligations to Landlord under this Section 29 and the indemnity contained 
herein shall likewise be without regard to fault on Tenant's part with 
respect to the violation of any Environmental Law which results in liability 
to any of the aforementioned indemnitees.

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

      29.7  DISCLOSURE: Landlord has provided to Tenant a copy of that 
certain report prepared by ACT Environmental Inc., regarding the results of a 
preliminary site assessment at the Lot, dated November 27, 1996 (the 
"Environmental Report").  Tenant hereby acknowledges and agrees that Landlord 
has delivered to Tenant a copy of the Environmental Report prior to Tenant 
entering into this Lease. Landlord hereby represents to Tenant that as of the 
Lease Date and based solely upon the Environmental Report, Landlord does not 
have actual (not constructive) knowledge of the presence of Hazardous 
Materials in, on or about the Premises, the Building, the Lot or the Park.  
Landlord has received no written notice, claim, warning, enforcement, 
cleanup, removal or other regulatory or judicial action by any governmental 
agency, court or other person with respect to the Premises that relates to 
Hazardous Materials.

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

31.   GENERAL PROVISIONS:

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

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

      31.3  RECORDATION.  Tenant shall not record this Lease or a short form 
memorandum hereof without the prior written consent of the Landlord, which 
consent shall not be unreasonably withheld or delayed.

      31.4  LANDLORD'S PERSONAL LIABILITY.  The liability of Landlord (which, 
for purposes of this Lease, shall include Landlord and the owner of the 
Building if other than Landlord) to Tenant for any default by Landlord under 
the terms of this Lease shall be limited to the actual interest of Landlord 
arid its present or future panners in the Premises or the Building and/or the 
Park, and Tenant agrees to look solely to the Premises for satisfaction of 
any liability and shall not look to other assets of Landlord nor seek any 
recourse against the assets of the individual partners, directors, officers, 
shareholders, agents or employees of Landlord; it being intended that 
Landlord and the individual partners, directors, officers, shareholders, 
agents or employees of Landlord shall not be personally liable in any manner 
whatsoever for any judgment or deficiency.  The liability of Landlord under 
this Lease is limited to its actual period of ownership of title to the 
Building, and Landlord shall be automatically released from further 
performance under this Lease and from all further liabilities and expenses 
hereunder upon transfer of Landlord's interest in the Premises or the 
Building, except for liabilities and expenses arising prior to such transfer.

                                          22



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

      31.6  CHOICE OF LAW.  This Lease shall be governed by the laws of the 
State of California.

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

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

      31.9  WARRANTY OF AUTHORITY.  On the date that Tenant executes this 
Lease, Tenant shall deliver to Landlord an original certificate of status for 
Tenant issued by the California Secretary of State or statement of 
partnership for Tenant recorded in the county in which the Premises are 
located, as applicable, and such other documents as Landlord may reasonably 
request with regard to the lawful existence of Tenant.  Each person executing 
this Lease on behalf of a party represents and warrants that (1) such person 
is duly and validly authorized to do so on behalf of the entity it purports 
to so bind, and (2) if such party is a partnership, corporation or trustee, 
that such partnership, corporation or trustee has full right and authority to 
enter into this Lease and perform all of its obligations hereunder.  In 
addition to any other remedies available to Landlord under this Lease, if 
there is any breach of the foregoing warranty, the person(s) executing this 
Lease on behalf of Tenant shall be personally liable for all of Tenant's 
obligations under this Lease, including, but not limited to, the payment by 
such person(s) to Landlord of any and all losses, liabilities, costs, 
expenses and damages incurred by Landlord hereunder.

      31.10 NOTICES.  Any and all notices and demands required or permitted 
to be given hereunder to Landlord shall be in writing and shall be sent: (a) 
by United States mail, certified and postage prepaid; or (b) by personal 
delivery; or (c) by overnight courier, addressed to Landlord at 101 Lincoln 
Centre Drive, Fourth Floor, Foster City, California 94404-1167, facsimile 
#(415) 571-2211.  Any and all notices and demands required or permitted to be 
given hereunder to Tenant shall be in writing and shall be sent: (i) by 
United States mail, certified and postage prepaid; or (ii) by personal 
delivery to any employee or agent of Tenant over-the age of eighteen (18) 
years of age; or (iii) by overnight courier, all of which shall be addressed 
to Tenant at the Premises; or (iv) by facsimile at the facsimile number at 
the Premises, if any, as provided by Tenant on Page 1 of this Lease or 
otherwise provided to Landlord, with a hardcopy to follow by another means 
listed above, deposited with the appropriate carrier within one business day 
of forwarding by facsimile.  Notice and/or demand shall be deemed given upon 
the earlier of actual receipt or the third day following deposit in the 
United States mail.  Notice and/or demand by facsimile shall be complete upon 
transmission over the telephone line. Any notice or requirement of service 
required by any statute or law now or hereafter in effect, including, but not 
limited to, California Code of Civil Procedure Sections 1161, 1161.1, and 
1162, is hereby waived by Tenant.

      31.11 JOINT AND SEVERAL.  If Tenant consists of more than one person or 
entity, the obligations of all such persons or entities shall be joint and 
several.

      31.12 COVENANTS AND CONDITIONS.  Each provision to be performed by 
Tenant hereunder shall be deemed to be both a covenant and a condition.

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

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

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

32.   SIGNS: All signs and graphics of every kind visible in or from public 
view or corridors or the exterior of the Premises shall be subject to 
Landlord's prior written approval, which shall not be unreasonably withheld 
or delayed, and shall be subject to any applicable governmental laws, 
ordinances, and regulations and in compliance with Landlord's sign criteria 
as same may exist from time to time or as set forth in Exhibit H hereto and 
made a part hereof.  Tenant shall remove all such signs and graphics prior to 
the termination of this Lease. Such installations and removals shall be made 
in a manner as to avoid damage or defacement of the Premises; and Tenant 
shall repair any damage or defacement, including without limitation, 
discoloration caused by such

                                          23



installation or removal.  In the event that Tenant fails to remove such signs 
and graphics as requested hereunder, Landlord shall have the right, at its 
option, to deduct from the Security Deposit such sums as are reasonably 
necessary to remove such signs, including, but not limited to, the costs and 
expenses associated with any repairs necessitated by such removal.  
Notwithstanding the foregoing, in no event shall any: (a) neon, flashing or 
moving sign(s) or (b) sign(s) which shall interfere with the visibility of 
any sign, awning, canopy, advertising matter, or decoration of any kind of 
any other business or occupant of the Building or the Park be permitted 
hereunder.  Tenant further agrees to maintain any such sign, awning, canopy, 
advertising matter, lettering, decoration or other thing as may be approved 
in good condition and repair at all times.

33.   MORTGAGEE PROTECTION: Upon any breach or default on the part of 
Landlord, Tenant will give written notice by registered or certified mail to 
any beneficiary of a deed of trust or mortgagee of a mortgage covering the 
Premises who has provided Tenant with notice of their interest together with 
an address for receiving notice, and shall offer such beneficiary or 
mortgagee a reasonable opportunity to cure the default (which, in no event 
shall be less than ninety (90) days), including time to obtain possession of 
the Premises by power of sale or a judicial foreclosure, if such should prove 
necessary to effect a cure.  If such breach or default cannot be cured within 
such time period, then such additional time as may be necessary will be given 
to such beneficiary or mortgagee to effect such cure so long as such 
beneficiary or mortgagee has commenced the cure within the original time 
period and thereafter diligently pursues such cure to completion, in which 
event this Lease shall not be terminated while such cure is being diligently 
pursued.  Tenant agrees that each lender to whom this Lease has been assigned 
by Landlord is an express third party beneficiary hereof.  Tenant shall not 
make any prepayment of Rent more than one (1) month in advance without the 
prior written consent of each such lender, except if Tenant is required to 
make quarterly payments of Rent in advance pursuant to the provisions of 
Section 8 above.  Tenant waives the collection of any deposit from such 
lender(s) or any purchaser at a foreclosure sale of such lender(s)' deed of 
trust unless the lender(s) or such purchaser shall have actually received and 
not refunded the deposit.  Tenant agrees to make all payments under this 
Lease to the lender with the most senior encumbrance upon receiving a 
direction, in writing, to pay said amounts to such lender.  Tenant shall 
comply with such written direction to pay without determining whether an 
event of default exists under such lender's loan to Landlord.  Landlord 
agrees that (i) Tenant may conclusively rely upon any written notice Tenant 
receives from such beneficiary of any mortgage or deed of trust ("Lender"), 
encumbering the Building and/or the land upon which the Building is situated, 
notwithstanding any claim by Landlord contesting the validity of any term or 
condition of such notice, including, but not limited to, any default claimed 
by Lender and (ii) that Landlord shall not make any claim of any kind against 
Tenant or Tenant's leasehold interest with respect to amounts paid to Lender 
by Tenant or any acts performed by Tenant which are made or done in strict 
accordance with such written notice.                                          

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

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

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

37.   COMPLIANCE WITH AMERICANS WITH DISABILITIES ACT: As of the Commencement 
Date the Premises and the Building are in compliance with the applicable 
requirements of the City of Newark with respect to matters governed by the 
ADA.  Landlord and Tenant hereby agree and acknowledge that the Premises, the 
Building and/or the Park may be subject to the requirements of the Americans 
with Disabilities Act, a federal law codified at 42 U.S.C.  12101 et seq, 
including, but not limited to Title III thereof, all regulations and 
guidelines related thereto, together with any and all laws, rules, 
regulations, ordinances, codes and statutes now or hereafter enacted by local 
or state agencies having jurisdiction thereof, including all requirements of 
Title 24 of the State of California, as the same may be in effect on the date 
of this Lease and may be hereafter modified, amended or supplemented 
(collectively, the "ADA").  Any Tenant Improvements to be constructed 
hereunder shall be in compliance with the requirements of the ADA, and all 
costs incurred for purposes of compliance therewith shall be a part of and 
included in the costs of the Tenant Improvements.  Tenant shall be solely 
responsible for conducting its own independent investigation of this matter 
with respect to the condition of the Building, Tenant's use of the Premises 
and for all improvements to be made to the Premises after the actual 
Commencement Date (other than the Tenant Improvements); provided, however, 
with respect to the Tenant Improvements Landlord shall be solely responsible 
for ensuring that the design of all Tenant Improvements are not in violation 
of the then applicable requirements of the ADA.  Subject to reimbursement 
pursuant to Section 6 of the Lease, if any barrier removal work or other work 
is required to the Building, the Common Areas or

                                          24



the Park under the ADA, then such work shall be the responsibility of 
Landlord; provided, if such work is required under the ADA as a result of 
Tenant's use of the Premises or any work or alteration made to the Premises 
by or on behalf of Tenant, then such work shall be performed by Landlord at 
the sole cost and expense of Tenant.  Except as otherwise expressly provided 
in this provision, Tenant shall be responsible at its sole cost and expense 
for fully and faithfully complying with all applicable requirements of the 
ADA, including without limitation, not discriminating against any disabled 
persons in the operation of Tenant's business in or about the Premises, and 
offering or otherwise providing auxiliary aids and services as, and when, 
required by the ADA.  Within ten (10) days after receipt, Landlord and Tenant 
shall advise the other party in writing, and provide the other with copies of 
(as applicable), any notices alleging violation of the ADA relating to any 
portion of the Premises or the Building; any claims made or threatened in 
writing regarding noncompliance with the ADA and relating to any portion of 
the Premises or the Building; or any governmental or regulatory actions or 
investigations instituted or threatened regarding noncompliance with the ADA 
and relating to any portion of the Premises or the Building.  Tenant shall 
and hereby agrees to protect, defend (with counsel reasonably acceptable to 
Landlord) and hold Landlord and Landlord's lender(s), partners, employees, 
representatives, legal representatives, successors and assigns (collectively, 
the "Indemnitees") harmless and indemnify the Indemnitees from and against 
all liabilities, damages, claims, losses, penalties, judgments, charges and 
expenses (including reasonable attorneys' fees, costs of court and expenses 
necessary in the prosecution or defense of any litigation including the 
enforcement of this provision) arising from or in any way related to, 
directly or indirectly, Tenant's or Tenant's Representatives' violation or 
alleged violation of the ADA.  Tenant agrees that the obligations of Tenant 
herein shall survive the expiration or earlier termination of this Lease.

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

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

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

41.   Landlord agrees that Tenant shall have the right, at its discretion, 
and after giving Landlord at least twenty (20) days prior written notice of 
the terms, conditions and identifying the mortgagee or beneficiary of such 
security interest, to mortgage, hypothecate or convey a security interest in 
tenant's equipment and personal property (but not any fixtures attached to 
the Premises) within the Premises as security for its obligations under any 
equipment lease or other financing arrangement related to the conduct of 
Tenant's business, provided that any such lender shall have no right to 
occupy the Premises or any portion thereof to hold an auction or other 
proceeding at the Premises, any such lender and Tenant would agree to repair 
and restore, within ten (10) days of written demand by Landlord, any and all 
damage caused by such mortgagee, beneficiary, its agents and/or employees, 
and lender and Tenant shall indemnify, protect, defend (by counsel acceptable 
to Landlord) and hold Landlord harmless from any and all loss, cost, damage, 
liability, claim, cause of action and expense (including, without limitation, 
reasonable attorney's fees and costs) arising out of or related to the 
granting by Tenant of any such security interest, hypothecation, mortgage 
and/or conveyance.

                                          25



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

TENANT:

InVision Technologies, Inc.,
a Delaware corporation

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

Its:
     ------------------------------------

Date:
      -----------------------------------
LANDLORD:

WHLNF REAL ESTATE LIMITED PARTNERSHIP,
a Delaware limited partnership

By:   Lincoln Property Company Management Services, Inc.,
      as manager and agent for Landlord

      By: 
           --------------------------------------
           Vice President








                                          26




                            EXHIBIT A - PREMISES

This exhibit, entitled "Premises", is and shall constitute EXHIBIT A to that 
certain Lease Agreement dated December 4, 1996 (the "Lease"), by and between 
WHLNF REAL ESTATE LIMITED PARTNERSHIP, a-Delaware limited partnership 
("Landlord") and InVision Technologies, Inc., a Delaware corporation 
("Tenant") for the leasing of certain premises located in the Lincoln 
Bridgeway Technology Center at 7151 Gateway Boulevard, Newark, California 
(the "Premises").

The Premises consist of the rentable square footage of space specified in the 
Base Lease Information and has the address specified in the Base Lease 
Information.  The Premises are a part of and are contained in the Building 
specified in the Base Lease Information.  The cross-hatched area depicts the 
Premises within the Project:

INITIALS:

TENANTS:  
            ------------------

LANDLORD:  
            ------------------







                        EXHIBIT B TO LEASE AGREEMENT

                             TENANT IMPROVEMENTS

This exhibit, entitled' "Tenant Improvements", is and shall constitute 
EXHIBIT B to that certain Lease Agreement dated February 11, 1997 (the 
"Lease"), by and between WHLNF REAL ESTATE LIMITED PARTNERSHIP, a Delaware 
limited partnership ("Landlord") and InVision Technologies, Inc., a Delaware 
corporation ("Tenant") for the leasing of certain premises located in the 
Lincoln Bridgeway Technology Center at 7151 Gateway Boulevard, Newark, 
California (the "Premises").  The terms, conditions and provisions of this 
EXHIBIT B are hereby incorporated into and are made a part of the Lease. Any 
capitalized terms used herein and not otherwise defined herein shall have the 
meaning ascribed to such terms as set forth in the Lease:

1.    TENANT IMPROVEMENTS.  Subject to the conditions set forth below, 
Landlord agrees to construct and install certain improvements ("Tenant 
Improvements") in the Building of which the Premises*are a part in accordance 
with the Final Drawings (defined below) and pursuant to the terms of this 
EXHIBIT B.

2.    DEFINITION.  "Tenant Improvements" as used in this Lease shall include 
only those interior portions of the Building which are described below.  
"Tenant Improvements" shall specifically not include any alterations, 
additions or improvements installed or constructed by Tenant, and any of 
Tenant's trade fixtures, equipment, furniture, furnishings, telephone 
equipment or other personal property (collectively, "Personal Property").  
The Tenant Improvements shall include any and all interior improvements to be 
made to the Premises as specified in the Final Drawings (defined below), as 
specified and agreed to by Tenant and Landlord.

3.    TENANT'S INITIAL PLANS; THE WORK.  Tenant desires Landlord to perform 
certain Tenant Improvements in the Premises.  Within three (3) days of the 
execution of the Lease by Landlord and Tenant, Tenant shall notify Landlord, 
in writing, that it desires Landlord to plan, install and construct the 
Tenant Improvements in the Building (the "Initial Notice").  The Tenant 
Improvements shall be in substantial accordance with the plan(s) or scope of 
work (collectively, the "Initial Plans") which will be prepared by Lincoln 
Property Company after Tenant delivers to Landlord the Initial Notice and the 
parties meet and confer to agree on a scope of work. Within seven (7) days 
from the date Landlord and Tenant meet to discuss the scope of work, Landlord 
shall deliver to Tenant the Initial Plans.  A copy of the Initial Plans shall 
be attached hereto as Schedule 1 as soon as practicable.  Such work, as shown 
in the Initial Plans and as more fully detailed in the Final Drawings (as 
defined and described in Section 4 below), shall be hereinafter referred to 
as the "Work".  Not later than five (5) days after the Initial Plans are 
prepared and delivered to Tenant, Tenant and/or Tenant's Representatives 
shall furnish to Landlord such additional plans, drawings, specifications and 
finish details as Landlord may reasonably request to enable Landlord's 
architects and engineers, as applicable, to prepare mechanical, electrical 
and plumbing plans and to prepare the Final Drawings, including, but not 
limited to, a final telephone layout and special electrical connections, if 
any.  All plans, drawings, specifications and other details describing the 
Work which have been, or are hereafter, furnished by or on behalf of Tenant 
shall be subject to Landlord's approval, which approval shall not be 
unreasonably withheld.  Landlord shall not be deemed to have acted 
unreasonably if it withholds its approval of any plans, specifications, 
drawings or other details or of any Change Request (hereafter defined in 
Section 11 below) because, in Landlord's reasonable opinion, the work as 
described in any such item, or any Change Request, as the case may be: (a) is 
likely to adversely affect Building systems, the structure of the Building or 
the safety of the Building and/or its occupants; (b) might impair Landlord's 
ability to furnish services to Tenant or other tenants in the Building; (c) 
would increase the cost of operating the Building or the Park; (d) would 
violate any applicable governmental, administrative body's or agencies' laws, 
rules, regulations, ordinances, codes or similar requirements (or 
interpretations thereof); (e) contains or uses Hazardous Materials; (f) would 
adversely affect the appearance of the Building or the Park; (g) might 
adversely affect another tenant's premises or such other tenant's use and 
enjoyment of such premises; (h) is prohibited by any ground lease affecting 
the Building, the Lot and/or the Park, any Recorded Matters or any mortgage, 
trust deed or other instrument encumbering the Building, the Lot and/or the 
Park; (i) is likely to be substantially delayed because of unavailability or 
shortage of labor or materials necessary to perform such work or the 
difficulties or unusual nature of such work; (j) is not, at a minimum, in 
accordance with Landlord's Building Standards (defined below), or (k) would 
increase the Tenant Improvement Costs (defined in Section 9 below) by more 
than ten percent (10%) from the cost originally estimated and anticipated by 
the parties.  The foregoing reasons, however, shall not be the only reasons 
for which Landlord may withhold its approval, whether or not such other 
reasons are similar or dissimilar to the foregoing. Neither the approval by 
Landlord of the Work or the Initial Plans or any other plans, specifications, 
drawings or other items associated with the Work nor Landlord's performance, 
supervision or monitoring of the Work shall constitute any warranty or 
covenant by Landlord to Tenant of the adequacy of the design for Tenant's 
intended use of the Premises. Tenant agrees to, and does hereby, assume full 
and complete responsibility to ensure that the Work and the Final Drawings 
are adequate to fully meet the needs and requirements of Tenant's intended 
operations of its business within the Premises and Tenant's use of the 
Premises.

4.    FINAL DRAWINGS.  If necessary for the performance of the Work and to 
the extent not already included as part of the Initial Plans attached hereto, 
Landlord shall prepare or cause to be prepared final working drawings and 
specifications for the Work (the "Final Drawings") based on and consistent 
with the Initial Plans and the other plans, specifications, drawings, finish 
details or other information furnished by Tenant or Tenant's Representatives 
to Landlord and approved by Landlord pursuant to Section 3 above.  Tenant 
shall cooperate diligently with Landlord and Landlord's architect, engineer 
and other representatives and Tenant shall furnish within five (5) days after 
any request therefor, all information required by Landlord or Landlord's 
architect, engineer or other representatives for completion of the Final 
Drawings.  So long as the Final Drawings are substantially consistent with 
the Initial Plans, Tenant shall approve the Final Drawings within three (3) 
business days after receipt of same from Landlord.  Landlord and Tenant shall 
indicate their approval of the Final

                                          1



Drawings by initialing each sheet of the Final Drawings and delivering to one 
another a true and complete copy of such initialed Final Drawings.  A true 
and complete copy of the approved and initialed Final Drawings shall be 
attached to the Lease as EXHIBIT B-1 and shall be made a part thereof. 
Tenant's failure to approve or disapprove such Final Drawings within the 
foregoing three (3) business day time period, shall be conclusively deemed to 
be approval of same by Tenant.  If Tenant reasonably disapproves of any 
matters included in the Final Drawings because such items are not 
substantially consistent with the Initial Plans, Tenant shall, within the 
aforementioned three (3) business day period, deliver to Landlord written 
notice of its disapproval and Tenant shall specify in such written notice, in 
sufficient detail as Landlord may reasonably require, the matters 
disapproved, the reasons for such disapproval, and the specific changes or 
revisions necessary to be made to the Final Drawings to cause such drawings 
to substantially conform to the Initial Plans.  Any additional costs 
associated with such requested changes or revisions shall be paid for solely 
by Tenant, as the Excess Tenant Improvement Costs (defined in Section 10 
below), in cash upon written demand therefor by Landlord.  Any changes or 
revisions requested by Tenant must first be approved by Landlord, which 
approval shall not be unreasonably withheld, subject to the provisions of 
Section 3 above.  If Landlord approves such requested changes or revisions or 
delayed, Landlord shall cause the Final Drawings to be revised accordingly 
and Landlord and Tenant shall initial each sheet of the Final Drawings as 
revised and attach a true and complete copy thereof to the Lease as EXHIBIT 
B-1.  Landlord and Tenant hereby covenant to each other to cooperate with 
each other and to act reasonably in the preparation and approval of the Final 
Drawings.

5.    PERFORMANCE OF WORK.  As soon as practicable after Tenant and Landlord 
initial and attach to the Lease as EXHIBIT B-1 a true and complete copy of 
the Final Drawings, Landlord shall submit the Final Drawings to the 
governmental authorities having rights of approval over the Work and shall 
apply for the necessary approvals and building permits.  Subject to the 
satisfaction of all conditions precedent and subsequent to its obligations 
under this EXHIBIT B, and further subject to the provisions of Section I0 
hereof, as soon as practicable after Landlord or its representatives have 
received all necessary approvals and building permits, Landlord will put the 
Final Drawings out for bid to several, but in no event less than three (3), 
licensed, bonded and insured general contractors.  The Tenant Improvements 
shall be constructed by a general contractor selected by Landlord (the 
"General Contractor").  Landlord shall commence construction, or cause the 
commencement of construction by the General Contractor, of the Tenant 
Improvements, as soon as practicable after selection of the General 
Contractor.  Except as hereinafter expressly provided to the contrary, 
Landlord shall cause the performance of the Work using (except as may be 
stated or otherwise shown in the Final Drawings) building standard materials, 
quantities and procedures then in use by Landlord ("Building Standards").

6.    SUBSTANTIAL COMPLETION.  Landlord and Tenant shall cause the General 
Contractor to Substantially Complete (defined below) the Tenant Improvements 
in accordance with the Final Drawings by the Commencement Date of the Lease 
as set forth in Section 2 of the Lease (the "Completion Date"), subject to 
delays due to (a) acts or events beyond its control including, but not 
limited to, acts of God, earthquakes, strikes, lockouts, boycotts, 
casualties, discontinuance of any utility or other service required for 
performance of the Work, moratoriums, governmental agencies and weather, (b) 
the lack of availability or shortage of specialized materials used in the 
construction of the Tenant Improvements, (c) any matters beyond the 
reasonable control of Landlord, the General Contractor or any subcontractors, 
(d) any changes required by the fire department, building and/or planning 
department, building inspectors or any other agency having jurisdiction over 
the Building, the Work and/or the Tenant Improvements (except to the extent 
such changes are directly attributable to Tenant's use or Tenant's 
specialized tenant improvements, in which event such delays are considered 
Tenant Delays) (the events and matters set forth in Subsections (a), (b), (c) 
and (d) are collectively referred to as "Force Majeure Delays"), or (e) any 
Tenant Delays (defined in Section 7 below). The Tenant Improvements shall be 
deemed substantially complete on the date that the building officials of the 
applicable governmental agency(s) issues its final approval of the 
construction of the Tenant Improvements whether in the form of the issuance 
of a final permit, certificate of occupancy or the written approval 
evidencing its final inspection on the building permit(s), or the date on 
which Tenant first takes occupancy of the Premises, whichever first occurs 
("Substantial Completion", or "Substantially Completed, or "Substantially 
Complete").  Except as otherwise set forth in Section 2.1.  hereof, if the 
Work is not deemed to be Substantially Completed on or before the scheduled 
Completion Date, (i) Landlord agrees to use reasonable efforts to 
Substantially Complete the Work as soon as practicable thereafter, (ii) the 
Lease shall remain in full force and effect, (iii) Landlord shall not be 
deemed to be in breach or default of the Lease or this EXHIBIT B as a result 
thereof and Landlord shall have no liability to Tenant as a result of any 
delay in occupancy (whether for damages, abatement of all or any portion of 
the Rent, or otherwise), and (iv) except to the extent of any Tenant Delays, 
which will not affect the Commencement Date but will extend the Completion 
Date without any penalty or liability to Landlord, and notwithstanding 
anything to the contrary contained in the Lease, the Commencement Date and 
the Expiration Date of the term of the Lease (as defined in Section 2 of the 
Lease) shall be extended commensurately by the amount of time attributable to 
such Force Majeure Delays, and Landlord and Tenant shall execute a written 
amendment to the Lease evidencing such extensions of time, substantially in 
the form of Exhibit F to the Lease.  Subject to the provisions of Section 
10.2 of the Lease, the Tenant Improvements shall belong to Landlord and shall 
be deemed to be incorporated into the Premises for all purposes of the Lease, 
unless Landlord, in writing, indicates otherwise to Tenant.

      Upon substantial completion of the Tenant Improvements, Landlord and 
Tenant shall inspect the Premises and the Tenant Improvements and develop a 
list of "punch list" items. Such list shall be subject to the reasonable 
approval of Landlord and Tenant.  Upon such approval, Landlord shall promptly 
commence the correction of all punch list items and diligently pursue such 
work to completion within thirty (30) days of the Commencement Date.  
Landlord agrees to complete such items in a manner so as to minimize 
interference with Tenant's business.  Landlord also agrees, after substantial 
completion of the Tenant Improvements, to cause the Premises to be bloom 
cleaned.

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7.    TENANT DELAYS.  There shall be no extension of the scheduled 
Commencement Date or Expiration Date of the term of the Lease (as otherwise 
permissibly extended in accordance with the provisions of Section 6 above) if 
the Work has not been Substantially Completed by the scheduled Commencement 
Date due to any delay attributable to Tenant and/or Tenant's Representatives 
or Tenant's intended use of the Premises (collectively, "Tenant Delays"), 
including, but not limited to, any of the following described events or 
occurrences: (a) delays related to changes made or requested by Tenant to the 
Work and/or the Final Drawings; (b) the failure of Tenant to furnish all or 
any plans, drawings, specifications, finish details or other information 
required under Sections 3 and 4 above; (c) the failure of Tenant to comply 
with the requirements of Section 10 below; (d) Tenant's requirements for 
special work or materials, finishes, or installations other than the Building 
Standards or Tenant's requirements for special construction or phasing; (e) 
any changes required by the fire department, building or planning department, 
building inspectors or any other agency having jurisdiction over the 
Building, the Work and/or the Tenant Improvements if such changes are 
directly attributable to Tenant's use or Tenant's specialized tenant 
improvements; (f) the performance of any additional work pursuant to a Change 
Request (defined below in Section 11) which is requested by Tenant; (g) the 
performance of work in or about the Premises by any person, firm or 
corporation employed by or on behalf of Tenant, including, without 
limitation, any failure to complete or any delay in the completion of such 
work; or (h) any an.d all delays caused by or arising from acts or omissions 
of Tenant and/or Tenant's Representatives, in any manner whatsoever, 
including, but not limited to, any and all revisions to the Final Drawings.  
Any delays in the construction of the Tenant Improvements due to any of the 
events described above, shall in no way extend or affect the date on which 
Tenant is required to commence paying Rent under the terms of the Lease.  It 
is the intention of the parties that all of such delays will be considered 
Tenant Delays for which Tenant shall be wholly and completely responsible for 
any and all consequences related to such delays, including, without 
limitation, any costs and expenses attributable to increases in labor or 
materials.


8.    TENANT IMPROVEMENT ALLOWANCE.  Landlord and Tenant hereby acknowledge 
and agree that the Tenant Improvement Costs (defined in Section 9 below) for 
the Tenant Improvements, shall be based upon the Final Drawings approved by 
Landlord and Tenant in accordance with the provisions of Section 4 above.  If 
the actual Tenant Improvement Costs varies from the Tenant Improvement 
Allowance (hereinafter defined) by more than twenty-five percent (25%), then 
Landlord may require any of the following, in its sole discretion: (a) 
changes be made to the Final Drawings to reduce the cost of the Tenant 
Improvements and Landlord may refuse to sign any construction contract or 
Change Orders to the construction contract, as the case may be, until such 
changes are made to the sole satisfaction of Landlord; (b) Tenant to deposit 
into a separate escrow account cash in an amount equal to the Excess Tenant 
Improvement Costs (defined in Section 10 below); (c) Tenant to provide to 
Landlord evidence satisfactory to Landlord, in its sole discretion, that 
Tenant has adequate financial resources to pay for the Excess Tenant 
Improvement Costs, as solely determined by Landlord; and/or (d) Tenant to pay 
all of the Excess Tenant Improvement Costs before Landlord's contribution of 
the Tenant Improvement Allowance (defined in Section 10 below); provided, 
however, in no event or circumstance shall the Tenant Improvement Costs 
exceed the maximum amount of two million eight hundred fifty-seven thousand 
three hundred fifty and 00/100 Dollars ($2,857,350.00), which amount is based 
on the amount of thirty and 00/100 Dollars ($30.00) per rentable square foot 
for 95,245 square feet of the Premises which is to be improved, as described 
in the Initial Plans.  SUBJECT TO THE FOREGOING, LANDLORD SHALL PROVIDE AN 
ALLOWANCE FOR THE PLANNING AND CONSTRUCTION OF THE TENANT IMPROVEMENTS FOR 
THE WORK TO BE PERFORMED IN THE PREMISES, AS DESCRIBED IN THE INITIAL PLANS 
AND THE FINAL DRAWINGS, IN THE AMOUNT OF ONE MILLION FOUR HUNDRED 
TWENTY-EIGHT THOUSAND SIX HUNDRED SEVENTY-FIVE AND 00/100 DOLLARS 
($1,428,675.00) (THE "TENANT IMPROVEMENT ALLOWANCE") BASED UPON AN ALLOWANCE 
OF FIFTEEN AND 00/100 DOLLARS ($15.00) PER RENTABLE SQUARE FOOT FOR 95,245 
SQUARE FEET OF THE PREMISES WHICH IS TO BE IMPROVED, AS DESCRIBED IN THE 
INITIAL PLANS AND THE FINAL DRAWINGS.  Tenant shall not be entitled to any 
credit, abatement or payment from Landlord in the event that the amount of 
the Tenant Improvement Allowance specified above exceeds the actual Tenant 
Improvement Costs.  The Tenant Improvement Allowance shall only be used for 
tenant improvements typically installed by Landlord in R&D buildings.  The 
Tenant Improvement Allowance shall be the maximum contribution by Landlord 
for the Tenant Improvement Costs and shall be subject to the provisions of 
Section 10 below.

9.    TENANT IMPROVEMENT COSTS.  The Tenant Improvements' cost (Tenant 
Improvement Costs") shall mean and include any and all costs and expenses of 
the Work, including, without limitation, all of the following:

      (a)  All costs of preliminary space planning and final architectural 
and engineering plans and specifications (including, without limitation, the 
scope of work, all plans and specifications, the Initial Plans and the Final 
Drawings) for the Tenant Improvements, and architectural fees, engineering 
costs and fees, and other costs associated with completion of said plans;

      (b)  All costs of obtaining building permits and other necessary 
authorizations and approvals from the City of Newark and other applicable 
jurisdictions;

      (c)  All costs of interior design and finish schedule plans and 
specifications including as-built drawings;

      (d)  All direct and indirect costs of procuring, constructing and 
installing the Tenant Improvements in the Premises, including, but not 
limited to, the construction fee for overhead and profit, the cost of all 
on-site supervisory and administrative staff, office, equipment and temporary 
services rendered by Landlord's consultants and the General Contractor in 
connection with construction of the Tenant Improvements, and all labor 
(including overtime) and materials constituting the Work;

                                          3



      (e)  All fees payable to the General Contractor, architect and 
Landlord's engineering firm if they are required by Tenant to redesign any 
portion of the Tenant Improvements following Tenant's approval of the Final 
Drawings; and 

      (f)  A construction management fee payable to Landlord in the amount of 
four percent (4%) of all direct and indirect costs of procuring, constructing 
and installing the Tenant Improvements in the Premises and the Building.

10.   EXCESS TENANT IMPROVEMENT COSTS.  Prior to commencing the Work, 
Landlord shall submit to Tenant a written statement of the actual Tenant 
Improvement Costs (the "Actual TI Costs") (which shall include the amount of 
any overtime projected as necessary to Substantially Complete the Work by the 
Completion Date) as then known by Landlord, and such statement shall indicate 
the amount, if any, by which the Actual TI Costs exceeds the Tenant 
Improvement Allowance (the "Excess Tenant Improvement Costs").  The term 
"Excess Tenant Improvement Costs" shall also include the costs related to any 
and all Change Orders.  Tenant agrees, within three (3) days after submission 
to it of such statement, to execute and deliver to Landlord, in the form then 
in use by Landlord, an authorization to proceed with the Work and notice of 
its election to either amortize the.Excess Tenant Improvement Costs over the 
initial term of the Lease or to pay to Landlord such Excess Tenant 
Improvement Costs in cash in one of the following described manners: (a) A 
portion of the Excess Tenant Improvement Costs up to a maximum amount of four 
hundred seventy-six thousand two hundred twenty-five and 00/100 Dollars 
($476,225.00), based on five and 00/100 Dollars ($5.00) per rentable square 
foot for 95,245 square feet of the Premises, shall be amortized over the 
initial term of the Lease at the rate of ten percent (10%) per annum and such 
amortized amount shall be paid by Tenant with, and as part of, the Rent for 
the Premises in accordance with the provisions and requirements of Section 3 
of the Lease (the "Amortized Excess TI Costs").  The portion of the Excess 
Tenant Improvement Costs in excess of the Amortized Excess TI Costs shall be 
paid by Tenant, in cash, to Landlord concurrently with Tenant's delivery to 
Landlord of the aforementioned signed written authorization to proceed.  No 
Work shall be commenced until Tenant has fully complied with the preceding 
provisions of this Section 10.  If Tenant fails to remit the sums so demanded 
by Landlord pursuant to Section 8 above and this Section 10 within the time 
periods required, Landlord may, at its option, declare Tenant in default 
under the Lease; or (b) Tenant shall faithfully pay all of the Excess Tenant 
Improvement Costs to Landlord in cash, concurrently with Tenant's delivery to 
Landlord of the aforementioned signed written authorization to proceed.  No 
Work shall be commenced until Tenant has fully complied with the preceding 
provisions of this Section 10.  If Tenant fails to remit the sums so demanded 
by Landlord pursuant to Section 8 above and this Section 10 within the time 
periods required, Landlord may, at its option, declare Tenant in default 
under the Lease.

11.   CHANGE REQUESTS.  No changes or revisions to the approved Final 
Drawings shall be made by either Landlord or Tenant unless approved in 
writing by both parties.  Upon Tenant's request and submission by Tenant (at 
Tenant's sole cost and expense) of the necessary information and/or plans and 
specifications for any changes or revisions to the approved Final Drawings 
and/or for any work other than the Work described in the approved Final 
Drawings ("Change Requests") and the approval by Landlord of such Change 
Request(s), which approval Landlord agrees shall not be unreasonably withheld 
or delayed, Landlord shall perform the additional work associated with the 
approved Change Request(s), at Tenant's sole cost and expense, subject, 
however, to the following provisions of this Section 11.  Prior to commencing 
any additional work related to the approved Change Request(s), Landlord shall 
submit to Tenant a written statement of the cost of such additional work and 
a proposed tenant change order therefor ("Change Order") in the standard form 
then in use by Landlord. Tenant shall execute and deliver to Landlord such 
Change Order and shall pay the entire cost of such additional work in the 
following described manner.  Any costs related to such approved Change 
Request(s), Change Order and any delays associated therewith, shall be added 
to the Tenant Improvement Costs and, if the total of such Tenant Improvement 
Costs exceed the Tenant Improvement Allowance, shall be paid for by Tenant as 
and with any Excess Tenant Improvement Costs as set forth in Section 10 
above.  The billing for such additional costs to Tenant shall be accompanied 
by evidence of the amounts billed as is customarily used in the business.  
Costs related to approved Change Requests and Change Orders shall include, 
without limitation, any architectural or design fees, Landlord's construction 
fee for overhead and profit, the cost of all on-site supervisory and 
administrative staff, office, equipment and temporary services rendered by 
Landlord and/or Landlord's consultants in connection with such Change 
Request, and the General Contractor's price for effecting the change.  If 
Tenant fails to execute or deliver such Change Order, or to pay the costs 
related thereto, then Landlord shall not be obligated to do any additional 
work related to such approved Change Request(s) and/or Change Orders, and 
Landlord may proceed to perform only the Work, as specified in the Final 
Drawings.

12.   TERMINATION.  If the Lease is terminated prior to the Completion Date, 
for any reason due to the default of Tenant hereunder, in addition to any 
other remedies available to Landlord under the Lease, Tenant shall pay to 
Landlord as Additional Rent under the Lease, within five (5) days of receipt 
of a statement therefor, any and all costs incurred by Landlord and not 
reimbursed or otherwise paid by Tenant through the date of termination in 
connection with the Tenant Improvements to the extent planned, installed 
and/or constructed as of such date of termination, including, but not limited 
to, any costs related to the removal of all or any portion of the Tenant 
Improvements and restoration costs related thereto.  Subject to the 
provisions of Section 10.2 of the Lease, upon the expiration or earlier 
termination of the Lease, Tenant shall not be required to remove the Tenant 
Improvements it being the intention of the parties that the Tenant 
Improvements are to be considered incorporated into the Building.  
Notwithstanding anything to the contrary contained herein, Landlord shall 
have the right to terminate the Lease, upon written notice to Tenant, if 
Landlord is unable to obtain a building permit for the Tenant Improvements 
within ninety (90) days from the date the Lease is signed by Tenant, despite 
Landlord's diligent efforts to do so.

                                          4



13.   TENANT ACCESS.  Landlord, hereby grants Tenant the right to have access 
to the Premises prior to the Completion Date to allow Tenant to do other work 
required by Tenant to make the Premises ready for Tenant's use and occupancy 
(the "Tenant's Pre-Occupancy Work").  It shall be a condition to the grant by 
Landlord and continued effectiveness of such right that:

      (a)  Tenant shall give to Landlord a written request to have such 
access not less than five (5) business days prior to the date on which such 
proposed access will commence (the "Access Notice").  The Access Notice shall 
contain or be accompanied by each of the following items, all in form and 
substance reasonably acceptable to Landlord: (i) a detailed description of 
and schedule for Tenant's Pre-Occupancy Work; (ii) the names and addresses of 
all contractors, subcontractors and material suppliers and all other 
representatives of Tenant who or which will be entering the Premises on 
behalf of Tenant to perform Tenant's Pre-Occupancy Work or will be supplying 
materials for such work, and the approximate number of individuals, itemized 
by trade, who will be present in the Premises; (iii) copies of all contracts, 
subcontracts, material purchase orders, plans and specifications pertaining 
to Tenant's Pre-Occupancy Work; (iv) copies of all licenses and permits 
required in connection with the performance of Tenant's Pre-Occupancy Work; 
(v) certificates of insurance (in amounts satisfactory to Landlord and with 
the parties identified in, or required by, the Lease named as additional 
insureds) and instruments of indemnification against all claims, costs, 
expenses, penalties, fines, and damages which may arise in connection with 
Tenant's Pre-Occupancy Work; and (vi) assurances of the ability of Tenant to 
pay for all of Tenant's Pre-Occupancy Work and/or a letter of credit or other 
security deemed appropriate by Landlord securing Tenant's lien-free 
completion of Tenant's Pre-Occupancy Work.

      (b)  Such pre-term access by Tenant and Tenant's employees, agents, 
contractors, consultants, workmen, mechanics, suppliers and invitees shall be 
subject to scheduling by Landlord.

      (c)  Tenant's employees, agents, contractors, consultants, workmen, 
mechanics, suppliers and invitees shall fully cooperate, work in harmony and 
not, in any manner, interfere with Landlord or Landlord's agents or 
representatives in performing the Work and any additional work pursuant to 
approved Change Orders, Landlord's work in other areas of the Building or the 
Park, or the general operation.  of the Building.  If at any time any such 
person representing Tenant shall not be cooperative or shall otherwise cause 
or threaten to cause any such disharmony or interference, including, without 
limitation, labor disharmony, and Tenant fails to immediately institute and 
maintain corrective actions as directed by Landlord, then Landlord may revoke 
access to such party upon twenty-four (24) hours' prior written notice to 
Tenant.

      (d)  Any such entry into and occupancy of the Premises or any portion 
thereof by Tenant or any person or entity working for or on behalf of Tenant 
shall be deemed to be subject to all of the terms, covenants, conditions and 
provisions of the Lease, excluding only the covenant to pay Rent. Landlord 
shall not be liable for any injury, loss or damage which may occur to any of 
Tenant's Pre-Occupancy Work made in or about the Premises or to any property 
placed therein prior to the commencement of the term of the Lease, the same 
being at Tenant's sole risk and liability.  Tenant shall be liable to 
Landlord for any damage to any portion of the Premises, the Work or the 
additional work related to any approved Change Orders caused by Tenant or any 
of Tenant's employees, agents, contractors, consultants, workmen, mechanics, 
suppliers and invitees.  In the event that the performance of Tenant's 
Pre-Occupancy Work causes extra costs to be incurred by Landlord or requires 
the use of other Building services, Tenant shall promptly reimburse Landlord 
for such extra costs and/or shall pay Landlord for such other Building 
services at Landlord's standard rates then in effect.

14.   LEASE PROVISIONS; CONFLICT.  The terms and provisions of the Lease, 
insofar as they are applicable, in whole or in part, to this EXHIBIT B, are 
hereby incorporated herein by reference, and specifically including all of 
the provisions of Section 31 of the Lease.  In the event of any conflict 
between the terms of the Lease and this EXHIBIT B, the terms of this EXHIBIT 
B shall prevail.  Any amounts payable by Tenant to Landlord hereunder shall 
be deemed to be Additional Rent under the Lease and, upon any default in the 
payment of same, Landlord shall have all rights and remedies available to it 
as provided for in the Lease.

                                          5



                       EXHIBIT B-1 TO LEASE AGREEMENT
                     LINCOLN BRIDGEWAY TECHNOLOGY CENTER

                               BUILDING SHELL


*     High quality, painted tilt-up concrete construction

*     5" reinforced, sealed concrete slab

*     6" concrete truck dock aprons (reinforced with 6" gravel base)

*     8 - 9' x 10' dock height truck doors per building

*     2 - 10' x 12' drive through truck doors per building

*     20' - 24' clear height, 12.5 lbs./sf rated roof

*     2000A, 480v, 3 phase electrical service per building

*     0.60 GPM on 3,000 sf fire sprinklers










INITIALS:

TENANTS:   
            ------------------

LANDLORD:  
            ------------------








                                          1




                        EXHIBIT C TO LEASE AGREEMENT
                             RULES & REGULATIONS

This exhibit, entitled "Rules & Regulations", is and shall constitute EXHIBIT 
C to that certain Lease Agreement dated February 11, 1997 (the "Lease"), by 
and between WHLNF REAL ESTATE LIMITED PARTNERSHIP, a Delaware limited 
partnership ("Landlord") and InVision Technologies, Inc., a Delaware 
corporation ("Tenant") for the leasing of certain premises located in the 
Lincoln Bridgeway Technology Center Park at 7151 Gateway Boulevard, Newark, 
California (the "Premises").  The terms, conditions and provisions of this 
EXHIBIT C are hereby incorporated into and are made a part of the Lease. Any 
capitalized terms used herein and not otherwise defined herein shall have the 
meaning ascribed to such terms as set forth in the Lease:

1.    No advertisement, picture or sign of any sort shall be displayed on or 
      outside the Premises or the Building without the prior written consent 
      of Landlord.  Landlord shall have the right to remove any such 
      unapproved item without notice and at Tenant's expense.

2.    Tenant shall not regularly park motor vehicles in designated parking 
      areas after the conclusion of normal daily business activity.

3.    Tenant shall not use any method of heating or air conditioning other 
      than that supplied by Landlord without the prior written consent of 
      Landlord, which shall not be unreasonably withheld or delayed.

4.    All window coverings installed by Tenant and visible from the outside 
      of the Building require the prior written approval of Landlord.

5.    Tenant shall not use, keep or permit to be used or kept any foul or 
      noxious gas or substance or any flammable or combustible materials on 
      or around the Premises, the Building or the Park, except as otherwise 
      permitted in this Lease.

6.    Tenant shall not alter any lock or install any new locks or bolts on 
      any door at the Premises without giving Landlord prior notice.

7.    Tenant agrees not to make any duplicate keys without the prior consent 
      of Landlord.

8.    Tenant shall park motor vehicles in those general parking areas as 
      designated by Landlord except for loading and unloading.  During those 
      periods of loading and unloading, Tenant shall not unreasonably 
      interfere with traffic flow within the Park and loading and unloading 
      areas of other tenants.

9.    Tenant shall not disturb, solicit or canvas any occupant of the 
      Building or Park and shall cooperate to prevent same.

10.   No person shall go on the roof without Landlord's permission.

11.   Business machines and mechanical equipment belonging to Tenant which 
      cause noise or vibration that may be transmitted to the structure of 
      the Building, to such a degree as to be objectionable to Landlord or 
      other Tenants, shall be placed and maintained by Tenant, at Tenant's 
      expense, on vibration eliminators or other devices sufficient to 
      eliminate noise or vibration.

12.   All goods, including material used to store goods, delivered to the 
      Premises of Tenant shall be immediately moved into the Premises and 
      shall not be left in parking or receiving areas overnight.

13.   Tractor trailers which must be unhooked or parked with dolly wheels 
      beyond the concrete loading areas must use steel plates or wood blocks 
      under the dolly wheels to prevent damage to the asphalt paving 
      surfaces.  No parking or storing of such trailers will be permitted in 
      the auto parking areas of the Park or on streets adjacent thereto.

14.   Forklifts which operate on asphalt paving areas shall not have solid 
      rubber tires and shall only use tires that do not damage the asphalt.

15.   Tenant is responsible for the storage and removal of all trash and 
      refuse. All such trash and refuse shall be contained in suitable 
      receptacles stored behind screened enclosures at locations approved by 
      Landlord.

16.   Tenant shall not store or permit the storage or placement of goods, or 
      merchandise or pallets or equipment of any sort in or around the 
      Premises, the Building, the Park or any of the Common Areas of the 
      foregoing.  No displays or sales of merchandise shall be allowed in the 
      parking lots or other Common Areas.

17.   Tenant shall not permit any animals, including, but not limited to, any 
      household pets, to be brought or kept in or about the Premises, the 
      Building, the Park or any of the Common Areas of the foregoing.

18.   Tenant shall not permit any motor vehicles to be washed on any portion 
      of the Premises or in the Common Areas of the Park, nor shall Tenant 
      permit mechanical work or maintenance of motor vehicles to be performed 
      on any portion of the Premises or in the Common Areas of the Park.



INITIALS:

TENANTS:              ------------------

LANDLORD:             ------------------



                                  EXHIBIT E

                 HAZARDOUS MATERIALS DISCLOSURE CERTIFICATE

Your cooperation in this matter is appreciated.  Initially, the information 
provided by you in this Hazardous Materials Disclosure Certificate is 
necessary for the Landlord (identified below) to evaluate and finalize a 
lease agreement with you as tenant.  After a lease agreement is signed by you 
and the Landlord (the "Lease Agreement"), on an annual basis in accordance 
with the provisions of Section 29 of the signed Lease Agreement, you are to 
provide an update to the information initially provided by you in this 
certificate.  The information contained in the initial Hazardous Materials 
Disclosure Certificate and each annual certificate provided by you thereafter 
will be maintained in confidentiality by Landlord subject to release and 
disclosure as required by (i) any lenders and owners and their respective 
environmental consultants, (ii) any prospective purchaser(s) of all or any 
portion of the property on which the Premises are located, (iii) Landlord to 
defend itself or its lenders, partners or representatives against any claim 
or demand, and (iv) any laws, rules, regulations, orders, decrees, or 
ordinances, including, without limitation, court orders or subpoenas.  Any 
and all capitalized terms used herein, which are not otherwise defined 
herein, shall have the same meaning ascribed to such term in the signed Lease 
Agreement.  Any questions regarding this certificate should be directed to, 
and when completed, the certificate should be delivered to:

Landlord:  
           ---------------------------------------------------------------------
           ---------------------------------------------------------------------
            c/o Lincoln Property Company Management Services, Inc.
            101 Lincoln Centre Drive, Fourth Floor
            Foster City, California 94404
            Attn:
            Phone: (415) 571-2200

Name of (Prospective) Tenant:                                              
                             ---------------------------------------------------
Mailing Address:                                                           
                ----------------------------------------------------------------
--------------------------------------------------------------------------------


Contact Person, Title and Telephone Number(s):                             
                                              ----------------------------------

Contact Person for Hazardous Waste Materials Management and Manifests and
Telephone Number(s):
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

Address of (Prospective) Premises:                                         
                                  ----------------------------------------------

Length of (Prospective) initial Term:                                      
                                     -------------------------------------------

1.    GENERAL INFORMATION:

      Describe the initial proposed operations to take place in, on, or about 
      the Premises, including, without limitation, principal products 
      processed, manufactured or assembled services and activities to be 
      provided or otherwise conducted.  Existing tenants should describe any 
      proposed changes to on-going operations. 

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

2.    USE, STORAGE AND DISPOSAL OF HAZARDOUS MATERIALS

      2.1   Will any Hazardous Materials be used, generated, stored or 
            disposed of in, on or about the Premises? Existing tenants should 
            describe any Hazardous Materials which continue to be used, 
            generated, stored or disposed of in, on or about the Premises.

            Wastes                        Yes / /             No / /
            Chemical Products             Yes / /             No / /
            Other                         Yes / /             No / /

            If Yes is marked, please explain:                              
                                             -----------------------------------
            --------------------------------------------------------------------
            --------------------------------------------------------------------

      2.2   If Yes is marked in Section 2.1, attach a list of any Hazardous 
            Materials to be used, generated, stored or disposed of in, on or 
            about the Premises, including the applicable hazard class and an 
            estimate of the quantities of such Hazardous Materials at any 
            given time; estimated annual throughput; the proposed location(s) 
            and method of storage (excluding nominal amounts of ordinary 
            household cleaners and janitorial supplies which are not 
            regulated by any Environmental Laws); and the proposed 
            location(s) and method of disposal for each Hazardous Material, 
            including, the estimated frequency, and the proposed contractors 
            or subcontractors.  Existing tenants should attach a list setting 
            forth the information requested


                                          1



            above and such list should 'include actual data from on-going 
            operations and the identification of any variations in such 
            information from the prior year's certificate.

3.    STORAGE TANKS AND SUMPS

      3.1   Is any above or below ground storage of gasoline, diesel, 
            petroleum, or other Hazardous Materials in tanks or sumps 
            proposed in, on or about the Premises? Existing tenants should
            describe any such actual or proposed activities.

            Yes / /             No / /

            If Yes, please explain:                                        
                                   ---------------------------------------------
            --------------------------------------------------------------------
            --------------------------------------------------------------------
                                                                           
                                                                           

4.    WASTE MANAGEMENT

      4.1   Has your company been issued an EPA Hazardous Waste Generator 
            I.D. Number?  Existing tenants should describe any additional 
            identification numbers issued since the previous certificate.     
                                                    

            Yes / /             No / /

      4.2   Has your company filed a biennial or quarterly reports as a 
            hazardous waste generator? Existing tenants should describe any 
            new reports filed.

            Yes / /             No / /

            If Yes, attach a copy of the most recent report filed.

      If yes, attach a copy of the most recent report filed.

5.    WASTEWATER TREATMENT AND DISCHARGE

      5.1   Will your company discharge wastewater or other wastes to:

                     storm drain?            sewer?
            --------                --------
                     surface water?          no wastewater or other wastes
            --------                -------- discharged.

      Existing tenants should indicate any actual discharges.  If so, 
      describe the nature of any proposed or actual discharge(s).
            --------------------------------------------------------------------
            --------------------------------------------------------------------
      5.2   Will any such wastewater or waste be treated before discharge?

            Yes / /             No / /

            If Yes, describe the type of treatment proposed to be conducted.  
            Existing tenants should describe the actual treatment conducted.
            --------------------------------------------------------------------
            --------------------------------------------------------------------

6.    AIR DISCHARGES

      6.1   Do you plan for any air filtration systems or stacks to be used 
            in your company's operations in, on or about the Premises that 
            will discharge into the air; and will such air emissions be 
            monitored? Existing tenants should indicate whether or not there 
            are any such air filtration systems or stacks in use in, on or 
            about the Premises which discharge into the air and whether such 
            air emissions are being monitored.

            Yes / /             No / /

            If Yes, please describe.                                          
                                 -------------------------------------------- 
           
            --------------------------------------------------------------------
            --------------------------------------------------------------------

      6.2   Do you propose to operate any of the following types of 
            equipment, or any other equipment requiring an air emissions 
            permit? Existing tenants should specify any such equipment being 
            operated in, on or about the Premises.

                     Spray booth(s)          Incinerator(s)
            --------                --------
                     Dip tank(s)             Other (please describe)
            --------                --------


                                          2



                     Drying oven(s)          No Equipment Requiring air Permits
            --------                --------

            If Yes, please describe.                                       
                                    --------------------------------------------
            --------------------------------------------------------------------
            --------------------------------------------------------------------

7.    HAZARDOUS MATERIALS DISCLOSURES

      7.1   Has your company prepared or will it be required to prepare a 
            Hazardous, Materials management plan ("Management Plan") pursuant 
            to Fire Department or other governmental or regulatory agencies' 
            requirements? Existing tenants should indicate whether or not a 
            Management Plan is required and has been prepared.

            Yes / /             No / /

            If yes, attach a copy of the Management Plan.  Existing tenants 
            should attach a copy of any required updates to the Management 
            Plan.

      7.2   Are any of the Hazardous Materials, and in particular chemicals, 
            proposed to be used in your operations in, on or about the 
            Premises regulated under Proposition 65? Existing tenants should 
            indicate whether or not there are any new Hazardous Materials 
            being so used which are regulated under Proposition 65.

            Yes / /             No / /

            If Yes, please explain:                                        
                                   ---------------------------------------------
            --------------------------------------------------------------------
            --------------------------------------------------------------------

8.    ENFORCEMENT ACTIONS AND COMPLAINTS

      8.1   With respect to Hazardous Materials or Environmental Laws, has 
            your company ever been subject to any agency enforcement actions, 
            administrative orders, or consent decrees or has your company 
            received requests for information, notice or demand letters, or 
            any other inquiries regarding its operations? Existing tenants 
            should indicate whether or not any such  actions, orders or 
            decrees have been, or are in the process of being, undertaken or 
            if any such requests have been received.

            Yes / /             No / /

            If yes, describe the actions, orders or decrees and any 
            continuing compliance obligations imposed as a result of these 
            actions, orders or decrees and also describe any requests, 
            notices or demands, and attach a copy of all such documents.  
            Existing tenants should describe and attach a copy of any new 
            actions, orders, decrees, requests, notices or demands not 
            already delivered to Landlord pursuant to the provisions of 
            Section 29 of the signed Lease Agreement.

      8.2   Have there ever been, or are there now pending, any lawsuits 
            against your company regarding any environmental or health and 
            safety concerns?

            Yes / /             No / /

            If yes, describe any such lawsuits and attach copies of the 
            complaint(s), cross-complaint(s), pleadings and all other 
            documents related thereto as requested by Landlord.   Existing 
            tenants should describe and attach a copy of any new 
            complaint(s), cross-complaint(s), pleadings and other related 
            documents not already delivered to Landlord pursuant to the 
            provisions of Section 29 of the signed Lease Agreement.
            --------------------------------------------------------------------
            --------------------------------------------------------------------
            --------------------------------------------------------------------

      8.3   Have there been any problems or complaints from adjacent tenants, 
            owners or other neighbors at your company's current facility with 
            regard to environmental or health and safety concerns?  Existing 
            tenants should indicate whether or not there have been any such 
            problems or complaints from adjacent tenants, owners or other 
            neighbors at, about or near the Premises.

            Yes / /             No / /

            If yes, please describe.  Existing tenants should describe any 
            such problems or complaints not already disclosed to Landlord 
            under the provisions of the signed Lease Agreement.

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


                                          3




9.    PERMITS AND LICENSES

      9.1   Attach copies of all Hazardous Materials permits and licenses 
            including a Transporter Permit number issued to your company with 
            respect to its proposed operations in, on or about the Premises, 
            including, without limitation, any wastewater discharge permits, 
            air emissions permits, and use permits or approvals.  Existing 
            tenants should attach copies of any new permits and licenses as 
            well as any renewals of permits or licenses previously issued.

The undersigned hereby acknowledges and agrees that (A) this Hazardous 
Materials Disclosure Certificate is being delivered in connection with, and 
as required by, Landlord in connection with the evaluation and finalization 
of a Lease Agreement and will be attached thereto as an exhibit; (B) that 
this Hazardous Materials Disclosure Certificate is being delivered in 
accordance with, and as required by, the provisions of Section 29 of the 
Lease Agreement; and (c) that Tenant shall have and retain full and complete 
responsibility and liability with respect to any of the Hazardous Materials 
disclosed in the HazMat Certificate notwithstanding Landlord's/Tenant's 
receipt and/or approval of such certificate.  Tenant further agrees that none 
of the following described acts or events shall be construed or otherwise 
interpreted as either (a) excusing, diminishing or otherwise limiting Tenant 
from the requirement to fully and faithfully perform its obligations under 
the Lease with respect to Hazardous Materials, including, without limitation, 
Tenant's indemnification of the Indemnitees and compliance with all 
Environmental Laws, or (b) imposing upon Landlord, directly or indirectly, 
any duty or liability with respect to any such Hazardous Materials, 
including, without limitation, any duty on Landlord to investigate or 
otherwise verify the accuracy of the representations and statements made 
therein or to ensure that Tenant is in compliance with all Environmental 
Laws; (i) the delivery of such certificate to Landlord and/or Landlord's 
acceptance of such certificate, (ii) Landlord's review and approval of such 
certificate, (iii) Landlord's failure to obtain such certificate from Tenant 
at any time, or (iv) Landlord's actual or constructive knowledge of the types 
and quantities of Hazardous Materials being used, stored, generated, disposed 
of or transported on or about the Premises by Tenant or Tenant's 
Representatives. Notwithstanding the foregoing or anything to the contrary 
contained herein, the undersigned acknowledges and agrees that Landlord and 
its partners, lenders and representatives may, and will, rely upon the 
statements, representations, warranties, and certifications made herein and 
the truthfulness thereof in entering into the Lease Agreement and the 
continuance thereof throughout the term, and any renewals thereof, of the 
Lease Agreement.

I (print name)                , acting with full authority to bind the 
(proposed) Tenant and on behalf of the (proposed) Tenant, certify, represent 
and warrant that the information contained in this certificate is true and 
correct.

(PROSPECTIVE) TENANT:

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

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

Date:
     --------------------------------------------------




INITIALS:

TENANT:    
            ----------------

LANDLORD:  
            ----------------



                                          4



                                  EXHIBIT F

                     FIRST AMENDMENT TO LEASE AGREEMENT

                         CHANGE OF COMMENCEMENT DATE


This First Amendment to Lease Agreement (the "Amendment") is made and entered 
into as of ____________________, by and between ___________________ 
("Landlord"), and ("Tenant"), with reference to the following facts:

                                  RECITALS

A.    Landlord and Tenant have entered into that certain Lease Agreement 
      dated ______________ (the       "Lease"), for the leasing of certain 
      premises containing approximately _____________ rentable square feet of 
      space located at   , California (the "Premises") as such Premises are 
      more fully described in the Lease.

B.    Landlord and Tenant wish to amend the Commencement Date of the Lease.

NOW, THEREFORE, in consideration of the foregoing and for other good and 
valuable consideration, the receipt and adequacy of which are hereby 
acknowledged, Landlord and Tenant hereby agree as follows:

      1.    RECITALS: Landlord and Tenant agree that the above recitals are 
            true and correct.

      2.    The Commencement Date of the Lease shall be The last day of the 
            Term of the Lease (the "Expiration Date") shall be The dates on 
            which the Base Rent will be adjusted are:

      3.    The last day of the Term of the Lease (the "Expiration Date") shall
            be __________.

      4.    The date on which the Base Rent will be adjusted are:

            for the period _______ to ________ the monthly Base Rent shall be
              $_____________;
            for the period _______ to ________ the monthly Base Rent shall be 
              $_____________; and
            for the period _______ to ________ the monthly Base Rent shall be
              $_____________

      5.    EFFECT OF AMENDMENT: Except as modified herein, the terms and 
            conditions of the Lease shall remain unmodified and continue in 
            full force and effect.  In the event of any conflict between the 
            terms and conditions of the Lease and this Amendment, the terms 
            and conditions of this Amendment shall prevail.

      6.    DEFINITIONS: Unless otherwise defined in this Amendment, all 
            terms not defined in this Amendment shall have the meaning set 
            forth in the Lease.

      7.    AUTHORITY: Subject to the provisions of the Lease, this Amendment 
            shall be binding upon and inure to the benefit of the parties 
            hereto, their respective heirs, legal representatives, successors 
            and assigns.  Each party hereto and the persons signing below 
            warrant that the person signing below on such party's behalf is 
            authorized to do so and to bind such party to the terms of this 
            Amendment.

      8.    The terms and provisions of the Lease are hereby incorporated in 
            this Amendment.

IN WITNESS WHEREOF, the parties have executed this Amendment as of the date 
and year first above written.

INITIALS:

TENANTS:   
            ------------------

LANDLORD:  
            ------------------




                                  EXHIBIT G

         TENANT'S INITIAL HAZARDOUS MATERIALS DISCLOSURE CERTIFICATE


Your cooperation in this matter is appreciated.  Initially, the information 
provided by you in this Hazardous Materials Disclosure Certificate is 
necessary for the Landlord (identified below) to evaluate and finalize a 
lease agreement with you as tenant.  After a lease agreement is signed by you 
and the Landlord (the "Lease Agreement"), on an annual basis in accordance 
with the provisions of Section 29 of the signed Lease Agreement, you are to 
provide an update to the information initially provided by you in this 
certificate.  The information contained in the initial Hazardous Materials 
Disclosure Certificate and each annual certificate provided by you thereafter 
will be maintained in confidentiality by Landlord subject to release and 
disclosure as required by (i) any lenders and owners and their respective 
environmental consultants, (ii) any prospective purchaser(s) of all or any 
portion of the property on which the Premises are located, (iii) Landlord to 
defend itself or its lenders, partners or representatives against any claim 
or demand, and (iv) any laws, rules, regulations, orders, decrees, or 
ordinances, including, without limitation, court orders or subpoenas.  Any 
and all capitalized terms used herein, which are not otherwise defined 
herein, shall have the same meaning ascribed to such term in the signed Lease 
Agreement.  Any questions regarding this certificate should be directed to, 
and when completed, the certificate should be delivered to:

Landlord:
            --------------------------------------------------------------------
            --------------------------------------------------------------------

            c/o Lincoln Property Company Management Services, Inc.
            101 Lincoln Centre Drive, Fourth Floor
            Foster City, California 94404
            Attn:
            Phone: (415) 571-2200

Name of (Prospective) Tenant:                                              
                             ---------------------------------------------------
Mailing Address:                                                           
                ----------------------------------------------------------------
--------------------------------------------------------------------------------


Contact Person, Title and Telephone Number(s):                             
                                              ----------------------------------

Contact Person for Hazardous Waste Materials Management and Manifests and
Telephone Number(s):
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

Address of (Prospective) Premises:                                         
                                  ----------------------------------------------

Length of (Prospective) initial Term:                                      
                                     -------------------------------------------

1.    GENERAL INFORMATION:

      Describe the initial proposed operations to take place in, on, or about 
      the Premises, including, without limitation, principal products 
      processed, manufactured or assembled services and activities to be 
      provided or otherwise conducted.  Existing tenants should describe any 
      proposed changes to on-going operations.
      --------------------------------------------------------------------------
      --------------------------------------------------------------------------

2.    USE, STORAGE AND DISPOSAL OF HAZARDOUS MATERIALS

      2.1   Will any Hazardous Materials be used, generated, stored or 
            disposed of in, on or about the Premises? Existing tenants should 
            describe any Hazardous Materials which continue to be used, 
            generated, stored or disposed of in, on or about the Premises.

            Wastes                        Yes / /             No / /
            Chemical Products             Yes / /             No / /
            Other                         Yes / /             No / /

            If Yes is marked, please explain:                              
                                             -----------------------------------
            --------------------------------------------------------------------
            --------------------------------------------------------------------

      2.2   If Yes is marked in Section 2.1, attach a list of any Hazardous 
            Materials to be used, generated, stored or disposed of in, on or 
            about the Premises, including the applicable hazard class and an 
            estimate of the quantities of such Hazardous Materials at any 
            given time;  estimated annual throughput; the proposed 
            location(s) and method of storage (excluding nominal amounts of 
            ordinary household cleaners and janitorial supplies which are not 
            regulated by any Environmental Laws); and the proposed 
            location(s) and method of disposal for each Hazardous Material, 
            including, the estimated frequency, and the proposed contractors 
            or subcontractors.  Existing tenants should attach a list setting 
            forth the information requested

                                          1




            above and such list should 'include actual data from on-going 
            operations and the identification of any variations in such 
            information from the prior year's certificate.

3.    STORAGE TANKS AND SUMPS

      3.1   Is any above or below ground storage of gasoline, diesel, 
            petroleum, or other Hazardous Materials in tanks or sumps 
            proposed in, on or about the Premises? Existing tenants should 
            describe any such actual or proposed activities.

            Yes / /             No / /

            If Yes, please explain:                                        
                                   ---------------------------------------------
            --------------------------------------------------------------------
            --------------------------------------------------------------------

4.    WASTE MANAGEMENT

      4.1   Has your company been issued an EPA Hazardous Waste Generator 
            I.D. Number?  Existing tenants should describe any additional 
            identification numbers issued since the previous certificate. 

            Yes / /             No / /

      4.2   Has your company filed a biennial or quarterly reports as a 
            hazardous waste generator? Existing tenants should describe any 
            new reports filed.

            Yes / /             No / /

            If Yes, attach a copy of the most recent report filed.

      If yes, attach a copy of the most recent report filed.

5.    WASTEWATER TREATMENT AND DISCHARGE

      5.1   Will your company discharge wastewater or other wastes to:

                     storm drain?            sewer?
            --------                --------
                     surface water?          no wastewater or other wastes
            --------                -------- discharged.

      Existing tenants should indicate any actual discharges.  If so, 
      describe the nature of any proposed or actual discharge(s).
            --------------------------------------------------------------------
            --------------------------------------------------------------------

      5.2   Will any such wastewater or waste be treated before discharge?

            Yes / /             No / /

            If Yes, describe the type of treatment proposed to be conducted.  
            Existing tenants should describe the actual treatment conducted.
            --------------------------------------------------------------------
            --------------------------------------------------------------------


6.    AIR DISCHARGES

      6.1   Do you plan for any air filtration systems or stacks to be used 
            in your company's operations in, on or about the Premises that 
            will discharge into the air; and will such air emissions be 
            monitored? Existing tenants should indicate whether or not there 
            are any such air filtration systems or stacks in use in, on or 
            about the Premises which discharge into the air and whether such 
            air emissions are being monitored.

            Yes / /             No / /

            If Yes, please describe.                                       
                                    --------------------------------------------
            --------------------------------------------------------------------
            --------------------------------------------------------------------

      6.2   Do you propose to operate any of the following types of 
            equipment, or any other equipment requiring an air emissions 
            permit? Existing tenants should specify any such equipment being 
            operated in, on or about the Premises.

                     Spray booth(s)          Incinerator(s)
            --------                --------
                     Dip tank(s)             Other (please describe)
            --------                --------


                                          2




                     Drying oven(s)          No Equipment Requiring air Permits
            --------                --------

            If Yes, please describe.                                       
                                    --------------------------------------------
            --------------------------------------------------------------------
            --------------------------------------------------------------------

7.    HAZARDOUS MATERIALS DISCLOSURES

      7.1   Has your company prepared or will it be required to prepare a 
            Hazardous, Materials management plan ("Management Plan") pursuant 
            to Fire Department or other governmental or regulatory agencies' 
            requirements? Existing tenants should indicate whether or not a 
            Management Plan is required and has been prepared.

            Yes / /             No / /

            If yes, attach a copy of the Management Plan.  Existing tenants 
            should attach a copy of any required updates to the Management 
            Plan.

      7.2   Are any of the Hazardous Materials, and in particular chemicals, 
            proposed to be used in your operations in, on or about the 
            Premises regulated under Proposition 65? Existing tenants should 
            indicate whether or not there are any new Hazardous Materials 
            being so used which are regulated under Proposition 65.

            Yes / /             No / /

            If Yes, please explain:                                        
            --------------------------------------------------------------------
            --------------------------------------------------------------------

8.    ENFORCEMENT ACTIONS AND COMPLAINTS

      8.1   With respect to Hazardous Materials or Environmental Laws, has 
            your company ever been subject to any agency enforcement actions, 
            administrative orders, or consent decrees or has your company 
            received requests for information, notice or demand letters, or 
            any other  inquiries regarding its operations? Existing tenants 
            should indicate whether or not any such actions, orders or 
            decrees have been, or are in the process of being, undertaken or 
            if any such requests have been received.

            Yes / /             No / /

            If yes, describe the actions, orders or decrees and any 
            continuing compliance obligations imposed as a result of these 
            actions, orders or decrees and also describe any requests, 
            notices or demands, and attach a copy of all such documents.  
            Existing tenants should describe andattach a copy of any new 
            actions, orders, decrees, requests, notices or demands not 
            already delivered to Landlord pursuant to the provisions of 
            Section 29 of the signed Lease Agreement.

      8.2   Have there ever been, or are there now pending, any lawsuits 
            against your company regarding any environmental or health and 
            safety concerns?

            Yes / /             No / /

            If yes, describe any such lawsuits and attach copies of the 
            complaint(s), cross-complaint(s), pleadings and all other 
            documents related thereto as requested by Landlord.   Existing 
            tenants  should describe and attach a copy of any new 
            complaint(s), cross-complaint(s), pleadings and other related 
            documents not already delivered to Landlord pursuant to the 
            provisions of Section 29 of the signed Lease Agreement.

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

      8.3   Have there been any problems or complaints from adjacent tenants, 
            owners or other neighbors at your company's current facility with 
            regard to environmental or health and safety concerns? Existing 
            tenants should indicate whether or not there have been any such 
            problems or  complaints from adjacent tenants, owners or other 
            neighbors at, about or near the Premises.

            Yes / /             No / /

            If yes, please describe.  Existing tenants should describe any 
            such problems or complaints not already disclosed to Landlord 
            under the provisions of the signed Lease Agreement.

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


                                          3




9.    PERMITS AND LICENSES

      9.1   Attach copies of all Hazardous Materials permits and licenses 
            including a Transporter Permit number issued to your company with 
            respect to its proposed operations in, on or about the Premises, 
            including, without limitation, any wastewater discharge permits, 
            air emissions permits, and use permits or approvals.  Existing 
            tenants should attach copies of any new permits and licenses as 
            well as any renewals of permits or licenses previously issued.

The undersigned hereby acknowledges and agrees that (A) this Hazardous 
Materials Disclosure Certificate is being delivered in connection with, and 
as required by, Landlord in connection with the evaluation and finalization 
of a Lease Agreement and will be attached thereto as an exhibit; (B) that 
this Hazardous Materials Disclosure Certificate is being delivered in 
accordance with, and as required by, the provisions of Section 29 of the 
Lease Agreement; and (c) that Tenant shall have and retain full and complete 
responsibility and liability with respect to any of the Hazardous Materials 
disclosed in the HazMat Certificate notwithstanding Landlord's/Tenant's 
receipt and/or approval of such certificate.  Tenant further agrees that none 
of the following described acts or events shall be construed or otherwise 
interpreted as either (a) excusing, diminishing or otherwise limiting Tenant 
from the requirement to fully and faithfully perform its obligations under 
the Lease with respect to Hazardous Materials, including, without limitation, 
Tenant's indemnification of the Indemnitees and compliance with all 
Environmental Laws, or (b) imposing upon Landlord, directly or indirectly, 
any duty or liability with respect to any such Hazardous Materials, 
including, without limitation, any duty on Landlord to investigate or 
otherwise verify the accuracy of the representations and statements made 
therein or to ensure that Tenant is in compliance with all Environmental 
Laws; (i) the delivery of such certificate to Landlord and/or Landlord's 
acceptance of such certificate, (ii) Landlord's review and approval of such 
certificate, (iii) Landlord's failure to obtain such certificate from Tenant 
at any time, or (iv) Landlord's actual or constructive knowledge of the types 
and quantities of Hazardous Materials being used, stored, generated, disposed 
of or transported on or about the Premises by Tenant or Tenant's 
Representatives. Notwithstanding the foregoing or anything to the contrary 
contained herein, the undersigned acknowledges and agrees that Landlord and 
its partners, lenders and representatives may, and will, rely upon the 
statements, representations, warranties, and certifications made herein and 
the truthfulness thereof in entering into the Lease Agreement and the 
continuance thereof throughout the term, and any renewals thereof, of the 
Lease Agreement.

I (print name)                , acting with full authority to bind the 
(proposed) Tenant and on behalf of the (proposed) Tenant, certify, represent 
and warrant that the information contained in this certificate is true and 
correct.

(PROSPECTIVE) TENANT:

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

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

Date:
     --------------------------------------------------




INITIALS:

TENANT:    
            ----------------

LANDLORD:  
            ----------------





                                          4




                                 ADDENDUM 1
                         OPTION TO EXTEND THE LEASE

This Addendum 1 (:'Addendum") is incorporated as a part of that certain Lease 
Agreement dated February 11, 1997 (the "Lease"), by and between INVISION 
TECHNOLOGIES, INC., A DELAWARE CORPORATION ("TENANT"), AND WHLNF REAL ESTATE 
LIMITED PARTNERSHIP, A DELAWARE LIMITED PARTNERSHIP ("LANDLORD"), of the 
premises located at 7151 Gateway Boulevard, Newark, California (the 
"Premises").  Any capitalized terms used herein and not otherwise defined 
herein shall have the meaning ascribed to such terms as set forth in the 
Lease.

1.      GRANT OF EXTENSION OPTION.  So long as Tenant has not at any time 
been, or the time of Tenant's exercise of this Option, is currently not, in 
default in the performance of any of its obligations under this Lease beyond 
and applicable cure period set forth in the Lease, and contingent upon review 
and approval of Tenant's then current financial condition by Landlord, Tenant 
shall have the right, at its option, to extend the term of the Lease for five 
(5) years (the "Extended Term").

2.      TENANT'S OPTION NOTICE.  If Landlord does not receive written notice 
from Tenant of its exercise of this option on a date which is not more than 
three hundred sixty (360) days nor less than two hundred forty (240) days 
prior to the end of the initial term of the Lease (the "Option Notice"), all 
rights under this option shall automatically lapse and terminate and shall be 
of no further force and effect. Time is of the essence herein.

3.      ESTABLISHING THE MONTHLY BASE RENT FOR THE EXTENDED TERM.  The 
monthly Base Rent for the Extended Term shall be the then current market rent 
for the highest and best use for similar space within the area of the 
Premises in Newark, California (the "Fair Rental Value") agreed upon solely 
by and between Landlord and Tenant and their agents appointed for this 
purpose.  If Landlord and Tenant are unable to agree on the Fair Rental Value 
for either the Extended Term.  within ten (10) days of receipt by Landlord of 
the Option Notice for the Extended Term, Landlord and Tenant each, at its 
cost and by giving notice to the other party, shall appoint a competent and 
disinterested commercial real estate broker (hereinafter "broker") with at 
least five (5) years' full-time commercial real estate brokerage experience 
in the geographical area of the Premises to set the Fair Rental Value for the 
Extended Term.  If either Landlord or Tenant does not appoint a broker within 
ten (10) days after the other party has given notice of the name of its 
broker, the single broker appointed shall be the sole broker and shall set 
the Fair Rental Value for the Extended Term.  If two (2) brokers are 
appointed by Landlord and Tenant as stated in this paragraph, they shall meet 
promptly and attempt to set the Fair Rental Value.  If the two (2) brokers 
are unable to agree within ten (10) days after the second broker has been 
appointed, they shall attempt to select a third broker, meeting the 
qualifications stated in this paragraph within ten (10) days after the last 
day the two (2) brokers are given to set the Fair Rental Value. Landlord and 
Tenant each shall bear one-half (A) of the cost of appointing the third 
broker and of paying the third broker's fee.  The third broker, however 
selected, shall be a person who has not previously acted in any capacity for 
either Landlord or Tenant.  Within fifteen (15) days after the selection of 
the third broker, the third broker shall select one of the two Fair Rental 
Values submitted by the first two brokers as the Fair Rental Value for the 
Extended Term.  If either of the first two brokers fails to submit their 
opinion of the Fair Rental Value, then the single Fair Rental Value submitted 
shall automatically be the monthly Base Rent for the Extended Term.  The 
"Fair Rental Value" of the Premises shall be defined to mean the fair market 
rental value of the Premises as of the commencement of the Extended Term, 
taking into consideration all relevant factors, including length of term, the 
uses permitted under the Lease, the quality, size, design and location of the 
Premises, including the condition and value of existing tenant improvements, 
and the monthly base rent paid by tenants for premises comparable to the 
Premises, and located in Newark, California.  In no event shall the monthly 
Base Rent for any period of the Extended Term be less than the highest 
monthly Base Rent charged during the initial term of this Lease.

4.      ADDITIONAL LEASE PROVISIONS FOR EXTENDED TERM.  Upon determination of 
the monthly Base Rent for the Extended Term, in accordance with the terms 
outlined above, the parties shall immediately execute either the standard 
lease agreement then in use by Landlord or an amendment to this Lease, at 
Landlord's sole option. Such new lease agreement or amendment, as the case 
may be, shall set forth among other things, the minimum monthly Base Rent for 
the Extended Term and the actual commencement date and expiration date of the 
Extended Term.  Tenant shall have no other right to extend the term of the 
Lease under this Addendum unless Landlord and Tenant otherwise agree in 
writing.  If Tenant duly exercises this option, in accordance with the terms 
contained herein: (1) Tenant shall accept the Premises in its then "As-Is" 
condition and, accordingly, Landlord shall not be required to perform any 
additional improvements to the Premises; and (2) Tenant hereby agrees that it 
will solely be responsible for any and all brokerage commissions and finder's 
fees payable to any broker in connection with the option described herein, 
and Tenant hereby further agrees that Landlord shall in no event or 
circumstance be responsible for the payment of any such commissions and fees.

                                          1



5.      LIMITATIONS ON, AND CONDITIONS TO, EXTENSIONS OPTIONS.  This option 
is personal to Tenant and may not be assigned, voluntarily or involuntarily, 
separate from or as part of the Lease.  At Landlord's option, all rights of 
Tenant under this option shall terminate and be of no force and effect if any 
of the following individual events occur or any combination thereof occur: 
(I) Tenant has been in default at any time during the initial term of the 
Lease, or is currently in default of any provision of the Lease; and/or (2) 
Tenant has assigned its rights and obligations under all or part of the Lease 
or Tenant has subleased all or part of the Premises, except for a Permitted 
Transferee; and/or (3) Tenant's financial condition is unacceptable to 
Landlord at the time the Option Notice is delivered to Landlord; and/or (4) 
Tenant has failed to exercise this option in a timely manner in accordance 
with the provisions of this Addendum; and/or ($) Tenant no longer has 
possession of all or any part of the Premises under the Lease, except in the 
case of a Permitted Transferee, or if Lease has been terminated earlier, 
pursuant to the terms of the Lease.




INITIALS:

TENANT:     
            ----------------

LANDLORD:   
            ----------------



                                          2