XOMA LTD /DE/
STANDARD IND./COMM. MULTI-TENANT LEASE - NET
<DOCUMENT>
<TYPE>EX-10.19
<SEQUENCE>4
<FILENAME>xoma10kex1045.txt
<DESCRIPTION>STANDARD IND./COMM. MULTI-TENANT LEASE - NET
<TEXT>
                                                                   Exhibit 10.19


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


1. Basic Provisions ("Basic Provisions")

     1.1 Parties: This Lease ("Lease"), dated for reference purposes only
November 2, 2001, is made by and between Robin D. Miller as Trustee for the
Daniel C. Cutter Trusts ("Lessor") and XOMA (US) LLC a Delaware Limited
Liability Company ("Lessee"). (collectively the "Parties", or individually a
"Party").

     1.2 (a) Premises: That certain portion of the Project (as defined below),
including all improvements therein or to be provided by Lessor under the terms
of this Lease, commonly known by the street address of 5860 & 5864 Hollis Street
located in the City of Emeryville, County of Alameda, State of California, with
zip code 94608, as outlined on Exhibit A attached hereto ("Premises") and
generally described as (describe briefly the nature of the Premises):
Approximately 16,352 square feet of a larger building. In addition to Lessee's
rights to use and occupy the Premises as hereinafter specified, Lessee shall
have non-exclusive rights to the Common Areas (as defined in Paragraph 2.7
below) as hereinafter specified, but shall not have any rights to the roof,
exterior walls or utility raceways of the building containing the Premises
("Building") or to any other buildings in the Project. The Premises, the
Building, the Common Areas, the land upon which they are located, along with all
other buildings and improvements thereon, are herein collectively referred to as
the "Project". (See also Paragraph 2)

     1.2 (b) Parking: N/A unreserved vehicle parking spaces ("Unreserved Parking
Spaces"); and Six (6) reserved vehicle parking spaces ("Reserved Parking
Spaces"). (See also Paragraph 2.6)

     1.3 Term: Six (6) years and Six (6) months ("Original Term") commencing
November 2, 2001 ("Commencement Date") and ending April 30, 2008 ("Expiration
Date"). (See also Paragraph 3)

     1.4 Early Possession: Upon Lease execution ("Early Possession Date"). (See
also Paragraphs 3.2 and 3.3)

     1.5 Base Rent: $ See Addendum per month ("Base Rent"), payable on the 1st
day of each month commencing November 2, 2001. (See also Paragraph 4). There are
provisions in this Lease for the Base Rent to be adjusted.

     1.6 Lessee's Share of Common Area Operating Expenses: Forty-two percent
(42%) ("Lessee's Share").



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                                      -2-



     1.7 Base Rent and Other Monies Paid Upon Execution:

          (a) Base Rent: $ See Addendum.

          (b) Common Area Operating Expenses: $ See addendum

          (c) Security Deposit: See Addendum ("Security Deposit"). (See also
     Paragraph 5)

          (d) Other: $ (Left blank intentionally)

          (e) Total Due Upon Execution of this Lease: $ See Addendum.

     1.8 Agreed Use: The warehouse and distribution of medical supplies and
incidental office/administrative uses. (See also Paragraph 6)

     1.9 Insuring Party: Lessor is the "Insuring Party". (See also Paragraph 8)

     1.10 Real Estate Brokers: (See also Paragraph 15)

          (a) Representation: The following real estate brokers (the "Brokers")
     and brokerage relationships exist in this transaction: Cornish & Carey
     Commercial represents both Lessor and Lessee ("Dual Agency).

          (b) Payment to Brokers: Upon execution and delivery of this Lease by
     both Parties, Lessor shall pay to the Brokers the brokerage fee agreed to
     in a separate written agreement (or if there is no such agreement, the sum
     of Per Agreement of the total Base Rent for the brokerage services rendered
     by the Brokers).

     1.11 Guarantor. The obligations of the Lessee under this Lease are to be
guaranteed by [space left blank] ("Guarantor"). (See also Paragraph 37)

     1.12 Addenda and Exhibits. Attached hereto is an Addendum or Addenda
consisting of Paragraphs 50 through 56 and Exhibits A through --, all of which
constitute a part of this Lease.

2. Premises.

     2.1 Letting. Lessor hereby leases to Lessee, and Lessee hereby leases from
Lessor, the Premises, for the term, at the rental, and upon all of the terms,
covenants and conditions set forth in this Lease. Unless otherwise provided
herein, any statement of size set forth in this Lease, or that may have been
used in calculating Rent, is an approximation which the


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                                      -3-


Parties agree is reasonable and any payments based thereon are not subject to
revision whether or not the actual size is more or less.

     2.2 Condition. Lessor shall deliver that portion of the Premises contained
within the Building ("Unit") to Lessee broom clean and free of debris on the
Commencement Date or the Early Possession Date, whichever first occurs ("Start
Date"), and, so long as the required service contracts described in Paragraph
7.1(b) below are obtained by Lessee and in effect within thirty days following
the Start Date, warrants that the existing electrical, plumbing, fire sprinkler,
lighting, heating, ventilating and air conditioning systems ("HVAC"), loading
doors, if any, and all other such elements in the Unit, other than those
constructed by Lessee, shall be in good operating condition on said date and
that the structural elements of the roof, bearing walls and foundation of the
Unit shall be free of material defects. If a non-compliance with such warranty
exists as of the Start Date, or if one of such systems or elements should
malfunction or fail within the appropriate warranty period, Lessor shall, as
Lessor's sole obligation with respect to such matter, except as otherwise
provided in this Lease, promptly after receipt or written notice from Lessee
setting forth with specificity the nature and extent of such non-compliance,
malfunction or failure, rectify same at Lessor's expense. The warranty periods
shall be as follows: (i) 6 months as to the HVAC systems, and (ii) 30 days as to
the remaining systems and other elements of the Unit. If Lessee does not give
Lessor the required notice within the appropriate warranty period, correction of
any such non-compliance, malfunction or failure shall be the obligation of
Lessee at Lessee's sole cost and expense (except for the repairs to the fire
sprinkler systems, roof, foundations, and/or bearing walls - see Paragraph 7).

     2.3 Compliance.

          (a) Subject to Paragraph 2.3(c) below, such Capital Expenditures are
     required as a result of the specific and unique use of the Premises by
     Lessee as compared with uses by tenants in general, Lessee shall be fully
     responsible for the cost thereof, provided, however that if such Capital
     Expenditure is required during the last 2 years of this Lease and the cost
     thereof exceeds 6 months' Base Rent, Lessee may instead terminate this
     Lease upon not less than six (6) months prior notice unless Lessor notifies
     Lessee, in writing, within 10 days after receipt of Lessee's termination
     notice that Lessor has elected to pay the difference between the actual
     cost thereof and the amount equal to 6 months' Base Rent. If Lessee elects
     termination, Lessee shall immediately cease the use of the Premises which
     required such Capital Expenditure and deliver to Lessor written notice
     specifying a termination date at lease 180 days thereafter. Such
     termination date shall, however, in no event be earlier than the last day
     that Lessee could legally utilize the Premises without commencing such
     Capital Expenditure.


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                                      -4-


          (b) If such Capital Expenditure is not the result of the specific and
     unique use of the Premises by Lessee (such as, governmentally mandated
     seismic modifications), then Lessor and Lessee shall allocate the
     obligation to pay for the portion of such costs reasonably attributable to
     the Premises pursuant to the formula set out in Paragraph 7.1(d); provided,
     however, that if such Capital Expenditure is required during the last 2
     years of this Lease or if Lessor reasonably determines that it is not
     economically feasible to pay its share thereof, Lessor shall have the
     option to terminate this Lease upon 180 days prior written notice to Lessee
     unless Lessee notifies Lessor, in writing, within 10 days after receipt of
     Lessor's termination notice that Lessee will pay for such Capital
     Expenditure. If Lessor does not elect to terminate, and falls to tender its
     share of any such Capital Expenditure, Lessee may advance such funds and
     deduct same, with Interest, from Rent until Lessor's share of such costs
     have been fully paid. If Lessee is unable to finance Lessor's share, or if
     the balance of the Rent due and payable for the remainder of this Lease is
     not sufficient to fully reimburse Lessee on an offset basis, Lessee shall
     have the right to terminate this Lease upon 30 days written notice to
     Lessor.

          (c) Notwithstanding the above, the provisions concerning Capital
     Expenditures are intended to apply only to non-voluntary, unexpected, and
     new Applicable Requirements. If the Capital Expenditures are instead
     triggered by Lessee as a result of an actual or proposed change in use,
     change in intensity of use, or modification to the Premises then, and in
     that event, Lessee shall be fully responsible for the cost thereof, and
     Lessee shall not have any right to terminate this Lease.

     2.4 Acknowledgments. Lessee acknowledges that: (a) it has been advised by
Lessor and/or Brokers to satisfy itself with respect to the condition of the
Premises (including but not limited to the electrical, HVAC and fire sprinkler
systems, security, environmental aspects, and compliance with Applicable
Requirements and the Americans with Disabilities Act), and their suitability for
Lessee's intended use, (b) Lessee has made such investigation as it deems
necessary with reference to such matters and assumes all responsibility
therefore as the same relate to its occupancy of the Premises, and (c) neither
Lessor, Lessor's agents, nor Brokers have made any oral or written
representations or warranties with respect to said matters other than as set
forth in this Lease. In addition, Lessor acknowledges that: (i) Brokers have
made no representations, promises or warranties concerning Lessee's ability to
honor the Lease or suitability to occupy the Premises, and (ii) it is Lessor's
sole responsibility to investigate the financial capability and/or suitability
of all proposed tenants.

     2.5 Lessee as Prior Owner/Occupant. The warranties made by Lessor in
Paragraph 2 shall be of no force or effect if immediately prior to the Start
Date Lessee was the owner or occupant of the Premises. In such event, Lessee
shall be responsible for any necessary corrective work.


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                                      -5-


     2.6 Vehicle Parking. Lessee shall be entitled to use the number of
Unreserved Parking Spaces and Reserved Parking Spaces specified in Paragraph
1.2(b) on those portions of the Common Areas designated on Exhibit A. Lessee
shall not use more parking spaces than said number. Said parking spaces shall be
used for parking by vehicles no larger than full-size passenger automobiles or
pick-up trucks, herein called "Permitted Size Vehicles." Lessor may regulate the
loading and unloading of vehicles by adopting Rules and Regulations as provided
in Paragraph 2.9. No vehicles other than Permitted Size Vehicles may be parked
in the Common Area without the prior written permission of Lessor.

          (a) Lessee shall not permit or allow any vehicles that belong to or
     are controlled by Lessee or Lessee's employees, suppliers, shippers,
     customers, contractors or invitees to be loaded, unloaded, or parked in
     areas other than areas designated for parking and loading or unloading on
     Exhibit A.

          (b) Lessee shall not service or store any vehicles in the Common
     Areas.

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

     2.7 Common Areas - Definition. The terms "Common Areas" is defined as all
areas and facilities outside the Premises and within the exterior boundary line
of the Project and interior utility raceways and installations within the Unit
that are provided for the general non-exclusive use of Lessor, Lessee and other
tenants of the Project and their respective employees, suppliers, shippers,
customers, contractors and invitees, including parking areas, loading and
unloading areas, trash areas, roadways, walkways, driveways and landscaped
areas.

     2.8 Common Areas - Lessee's Rights. Lessor grants to Lessee, for the
benefit of Lessee and its employees, suppliers, shippers, contractors, customers
and invitees, during the term of this Lease, the non-exclusive right to use, in
common with others entitled to such use, the Common Areas designated as
"Restricted Common Area" on Exhibit A, subject to any rights, powers, and
privileges reserved by Lessor under the terms thereof or under the terms of any
rules and regulations or restrictions governing the use of the Project. Under no
circumstances shall the right herein granted to use the Common Areas be deemed
to include the right to store any property, temporarily or permanently, in the
Common Areas. Any such storage shall be permitted only by the prior written
consent of Lessor or Lessor's designated agent, which consent may be revoked at
any time. In the event that any unauthorized storage shall occur then Lessor
shall have the right, without notice, in addition to such other rights and

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                                      -6-


remedies that it may have, to remove the property and charge the cost to Lessee,
which cost shall be immediately payable upon demand by Lessor.

     2.9 Common Areas - Rules and Regulations. Lessor or such other person(s) as
Lessor may appoint shall have the exclusive control and management of the Common
Areas and shall have the right, from time to time, to establish, modify, amend
and enforce reasonable rules and regulations ("Rules and Regulations") for the
management, safety, care and cleanliness of the grounds, the parking and
unloading of vehicles and the preservation of good order, as well as for the
convenience of other occupants or tenants of the Building and the Project and
their invitees. Lessee agrees to abide by and conform to all such Rules and
Regulations, and to cause its employees, suppliers, shippers, customers,
contractors and invitees to so abide and conform. Lessor shall not be
responsible to Lessee for the non-compliance with said Rules and Regulations by
other tenants of the Project.

     2.10 Common Areas - Changes. Lessor shall have the right, in Lessor's sole
discretion, from time to time:

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

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

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

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

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

          (f) To do and perform such other acts and make such other changes in,
     to or with respect to the Common Areas and Project as Lessor may, in the
     exercise of sound business judgment, deem to be appropriate but not to
     materially interfere with Lessee's use of the Premises.

3. Term

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


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                                      -7-


     3.2 Early Possession. If Lessee totally or partially occupies the Premises
prior to the Commencement Date, the obligation to pay Base Rent shall be abated
for the period of such early possession. All other terms of this Lease
(including but not limited to the obligations to pay Lessee's Share of Common
Area Operating Expenses, Real Property Taxes and insurance premiums and to
maintain the Premises) shall, however, be in effect during such period. Any such
early possession shall not affect the Expiration Date.

     3.3 Delay in Possession. Lessor agrees to use its best commercially
reasonable efforts to deliver possession of the Premises to Lessee by the
Commencement Date. If, despite said efforts, Lessor is unable to deliver
possession as agreed, Lessor shall not be subject to any liability therefor, nor
shall such failure affect the validity of this Lease. Lessee shall not, however,
be obligated to pay Rent or perform its other obligations until it receives
possession of the Premises. If possession is not delivered within 10 days after
the Commencement Date, Lessee may, at is option, by notice in writing within 10
days after the end of such 10 day period, cancel this Lease, in which event the
Parties shall be discharged from all obligations hereunder. If such written
notice is not received by Lessor within said 10 day period, Lessee's right to
cancel shall terminate. Except as otherwise provided, if possession is not
tendered to Lessee by the Start Date and the Lessee does not terminate this
Lease, as aforesaid, any period of rent abatement that Lessee would otherwise
have enjoyed shall run from the date of delivery of possession and continue for
a period equal to what Lessee would otherwise have enjoyed under the terms
hereof, but minus any days of delay caused by the acts or omissions of Lessee.
If possession of the Premises is not delivered within 4 months after the
Commencement Date, this Lease shall terminate unless other agreements are
reached between Lessor and Lessee, in writing.

     3.4 Lessee Compliance. Lessor shall not be required to tender possession of
the Premises to Lessee until Lessee complies with its obligation to provide
evidence of insurance (Paragraph 8.5). Pending delivery of such evidence, Lessee
shall be required to perform all of its obligations under this Lease from and
after the Start Date, including the payment of Rent, notwithstanding Lessor's
election to withhold possession pending receipt of such evidence of insurance.
Further, if Lessee is required to perform any other conditions prior to or
concurrent with the Start Date, the Start Date shall occur but Lessor may elect
to withhold possession until such conditions are satisfied.

4. Rent.

     4.1 Rent Defined. All monetary obligations of Lessee to Lessor under the
terms of this Lease (except for the Security Deposit) are deemed to be rent
("Rent").

     4.2 Common Area Operating Expenses. Lessee shall pay to Lessor during the
terms hereof, in addition to the Base Rent, Lessee's Share (as specified in
Paragraph 1.6) of all


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                                      -8-


Common Area Operating Expenses, as hereinafter defined, during each calendar
year of the term of this Lease, in accordance with the following provisions:

          (a) "Common Area Operating Expenses" are defined, for purposes of this
     Lease, as all costs incurred by Lessor relating to the ownership and
     operation of the Project, including, but not limited to, the following:

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

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

                    (bb) Exterior signs and any tenant directories.

                    (cc) Any fire detection and/or sprinkler systems.

               (ii) The cost of water, gas, electricity and telephone to service
          the Common Areas and any utilities not separately metered.

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

               (iv) Deleted

               (v) Real Property Taxes (as defined in Paragraph 10).

               (vi) The cost of the premiums for the insurance maintained by
          Lessor pursuant to Paragraph 8.

               (vii) Any deductible portion of an insured loss concerning the
          Building or the Common Areas.

               (viii) The cost of any Capital Expenditure to the Building or the
          Project not covered under the provisions of Paragraph 2.3 provided;
          however, that Lessor shall allocate the cost of any such Capital
          Expenditure over a 12 year period and Lessee shall not be required to
          pay more than Lessee's Share of 1/144th of the cost of such Capital
          Expenditure in any given month.


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                                      -9-


               (ix) Any other services to be provided by Lessor that are stated
          elsewhere in this Lease to be a Common Area Operating Expense.

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

          (c) The inclusion of the improvements, facilities and services set
     forth in Subparagraph 4.2(a) shall not be deemed to impose an obligation
     upon Lessor to either have said improvements or facilities or to provide
     those services unless the Project already has the same, Lessor already
     provides the services, or Lessor has agreed elsewhere in this Lease to
     provide the same or some of them.

          (d) Lessee's Share of Common Area Operating Expenses shall be payable
     by Lessee within 30 days after a reasonably detailed statement of actual
     expenses is presented to Lessee. At Lessor's option, however, an amount may
     be reasonably estimated by Lessor from time to time of Lessee's Share of
     annual Common Area Operating Expenses and the same shall be payable monthly
     or quarterly, as Lessor shall designate, during each 12 month period of the
     Lease term, on the same day as the Base Rent is due hereunder. Lessor shall
     deliver to Lessee within 60 days after the expiration of each calendar year
     a reasonably detailed statement showing Lessee's Share of the actual Common
     Area Operating Expenses incurred during the preceding year. If Lessee's
     payments under this Paragraph 4.2(d) during the preceding year exceed
     Lessee's Share as indicated on such statement, Lessor shall credit the
     amount of such over-payment against Lessee's Share of Common Area Operating
     Expenses next becoming due. If Lessee's payments under this Paragraph
     4.2(d) during the preceding year were less than Lessee's Share as indicated
     on such statement, Lessee shall pay to Lessor the amount of the deficiency
     within 10 days after delivery by Lessor to Lessee of the statement.

     4.3 Payment. Lessee shall cause payment of Rent to be received by Lessor in
lawful money of the United States, without offset or deduction (except as
specifically permitted in this Lease), on or before the day on which it is due.
Rent for any period during the term hereof which is for less than one full
calendar month shall be prorated based upon the actual number of days of said
month. Payment of Rent shall be made to Lessor at its address stated herein or
to such other persons or place as Lessor may from time to time designate in
writing. Acceptance of a payment which is less than the amount then due shall
not be a


<PAGE>
                                      -10-


waiver of Lessor's rights to the balance of such Rent, regardless of Lessor's
endorsement of any check so stating. In the event that any check, draft, or
other instrument of payment given by Lessee to Lessor is dishonored for any
reason, Lessee agrees to pay to Lessor the sum of $25 in addition to any late
charges which may be due.

5. Security Deposit.

     Lessee shall deposit with Lessor upon execution hereof the Security Deposit
as security for Lessee's faithful performance of its obligations under this
Lease. If Lessee fails to pay Rent, or otherwise Defaults under this Lease,
Lessor may use, apply or retain all or any portion of said Security Deposit for
the payment of any amount due Lessor or to reimburse or compensate Lessor for
any liability, expense, loss or damage which Lessor may suffer or incur by
reason thereof. If Lessor uses or applies all or any portion of the Security
Deposit, Lessee shall within 10 days after written request therefor deposit
monies with Lessor sufficient to restore said Security Deposit to the full
amount required by this Lease. Should the Agreed Use be amended to accommodate a
material change in the business of Lessee or to accommodate a subleasee or
assignee, Lessor shall have the right to increase the Security Deposit to the
extent necessary, in Lessor's reasonable judgment, to account for any increased
wear and tear that the Premises many suffer as a result thereof. If a change in
control of Lessee occurs during this Lease and following such change the
financial condition of Lessee is, in Lessor's reasonable judgment, significantly
reduced, Lessee shall deposit such additional monies with Lessor as shall be
sufficient to cause the Security Deposit to be at a commercially reasonable
level based on such change in financial condition. Lessor shall not be required
to keep the Security Deposit from its general accounts. Within 14 days after the
expiration or termination of this Lease, if Lessor elects to apply the Security
Deposit only to unpaid Rent, and otherwise within 30 days after the Premises
have been vacated pursuant to Paragraph 7.4(c) below, Lessor shall return that
portion of the Security Deposit not used or applied by Lessor. No part of the
Security Deposit shall be considered to be held in trust, to bear interest or to
be prepayment for any monies to be paid by Lessee under this Lease.

6. Use

     6.1 Use. Lessee shall use and occupy the Premises only for the Agreed Use,
or any other legal use which is reasonably comparable thereto, and for no other
purpose. Lessee shall not use or permit the use of the Premises in a matter that
is unlawful, creates damage, waste or a nuisance, or that disturbs occupants of
or causes damage to neighboring premises or properties. Lessor shall not
unreasonably withhold or delay its consent to any written request for a
modification of the Agreed Use, so long as the same will not impair the
structural integrity of the improvements on the Premises or the mechanical or
electrical systems therein, and/or is not significantly more burdensome to the
Premises. If Lessor elects to withhold


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                                      -11-


consent, Lessor shall within 7 days after such request give written notification
of same, which notice shall include an explanation of Lessor's objections to the
change in the Agreed Use.

6.2 Hazardous Substances.

          (a) Reportable Uses Require Consent. The term "Hazardous Substance" as
     used in this Lease shall mean any product, substance, or waste whose
     presence, use, manufacture, disposal, transportation, or release, either by
     itself or in combination with other materials expected to be on the
     Premises, is either: (i) potentially injurious to the public health, safety
     or welfare, the environment or the Premises, (ii) regulated or monitored by
     any governmental authority, or (iii) a basis for potential liability of
     Lessor to any governmental agency or third party under any applicable
     statute or common law theory. Hazardous Substances shall include, but not
     be limited to, hydrocarbons, petroleum, gasoline, and/or crude oil or any
     products, by-products or fractions thereof. Lessee shall not engage in any
     activity in or on the Premises which constitutes a Reportable Use of
     Hazardous Substances without the express prior written consent of Lessor
     and timely compliance (at Lessee's expense) with all Applicable
     Requirements. "Reportable Use" shall mean (i) the installation or use of
     any above or below ground storage tank, (ii) the generation, possession,
     storage, use, transportation, or disposal of a Hazardous Substance that
     requires a permit from, or with respect to which a report, notice,
     registration or business plan is required to be filed with any governmental
     authority, and/or (iii) the presence at the Premises of a Hazardous
     Substance with respect to which any Applicable Requirements requires that a
     notice be given to persons entering or occupying the Premises or
     neighboring properties. Notwithstanding the foregoing, Lessee may use any
     ordinary and customary materials reasonably required to be used in the
     normal course of the Agreed Use, so long as such use is compliance with all
     Applicable Requirements, is not a Reportable Use, and does not expose the
     Premises or neighboring property to any meaningful risk of contamination or
     damage or expose Lessor to any liability therefor. In addition, Lessor may
     condition its consent to any Reportable Use upon receiving such additional
     assurances as Lessor reasonably deems necessary to protect itself, the
     public, the Premises and/or the environment against damage, contamination,
     injury and/or liability including, but not limited to, the installation
     (and removal on or before Lease expiration or termination) of protective
     modifications (such as concrete encasements) and/or increasing the Security
     Deposit.

          (b) Duty to Inform Lessor. If Lessee knows, or has reasonable cause to
     believe, that a Hazardous Substance has come to be located in, on, under or
     about the Premises, other than as previously consented to by Lessor, Lessee
     shall immediately give written notice of such fact to Lessor, and provide
     Lessor with a copy of any re-


<PAGE>
                                      -12-


     port, notice, claim or other documentation which it has concerning the
     presence of such Hazardous Substance.

          (c) Lessee Remediation. Lessee shall not cause or permit any Hazardous
     Substance to be spilled or released in, on, under, or about the Premises
     (including through the plumbing or sanitary sewer system) and shall
     promptly, at Lessee's expense, take all investigatory and/or remedial
     action reasonably recommended, whether or not formally ordered or required,
     for the cleanup of any contamination of, and for the maintenance, security
     and/or monitoring of the Premises or neighboring properties, that was
     caused or materially contributed to by Lessee, or pertaining to or
     involving any Hazardous Substance brought onto the Premises during the term
     of this Lease, by or for Lessee or any third party.

          (d) Lessee Indemnification. Lessee shall indemnify, defend and hold
     Lessor, it agents, employees, lenders and ground lessor, if any, harmless
     from and against any and all loss of rents and/or damages, liabilities,
     judgments, claims, expenses, penalties, and attorneys' and consultants'
     fees arising out of or involving any Hazardous Substance brought onto the
     Premises by or for Lessee, or any third party (provided, however, that
     Lessee shall have no liability under this Lease with respect to underground
     migration of any Hazardous Substance under the Premises from areas outside
     of the Project). Lessee's obligations shall include, but not be limited to,
     the effects of any contamination or injury to person, property or the
     environment created or suffered by Lessee, and the cost of investigation,
     removal, remediation, restoration and/or abatement, and shall survive the
     expiration or termination of this Lease. No termination, cancellation or
     release agreement entered into by Lessor and Lessee shall release Lessee
     from its obligations under this lease with respect to Hazardous Substances,
     unless specifically so agreed by Lessor in writing at the time of such
     agreement.

          (e) Lessor Indemnification. Lessor and its successors and assigns
     shall indemnify, defend, reimburse and hold Lessee, its employees and
     lenders, harmless from and against any and all cost, expenses or damages
     (but not including consequential damages), including the cost of
     remediation, which existed as a result of Hazardous Substances on the
     Premises prior to the Start Date or which are caused by the negligence or
     willful misconduct of Lessor, its agents or employees. Lessor's
     obligations, as and when required by the Applicable Requirements, shall
     include, but not be limited to, the cost of investigation, removal,
     remediation, restoration and/or abatement, and shall survive the expiration
     or termination of this Lease.

          (f) Investigations and Remediations. Lessor shall retain the
     responsibility and pay for any investigations or remediation measures
     required by governmental entities having jurisdiction with respect to the
     existence of Hazardous Substances on the


<PAGE>
                                      -13-


     Premises prior to the Start Date, unless such remediation measure is
     required as a result of Lessee's use (including "Alterations", as defined
     in paragraph 7.3(a) below) of the Premises, in which event Lessee shall be
     responsible for such payment. Lessee shall cooperate fully in any such
     activities at the request of Lessor, including allowing Lessor and Lessor's
     agents to have reasonable access to the Premises at reasonable times in
     order to carry out Lessor's investigative and remedial responsibilities.

          (g) Deleted

     6.3 Lessee's Compliance with Applicable Requirements. Except as otherwise
provided in this Lease, Lessee shall, at Lessee's sole expense, fully,
diligently and in a timely manner, materially comply with all Applicable
Requirements, the requirements of any applicable fire insurance underwriter or
rating bureau, and the recommendations of Lessor's engineers and/or consultants
which relate in any manner to the Premises, without regard to whether said
requirements are now in effect or become effective after the Start Date. Lessee
shall, within 10 days after receipt of Lessor's written request, provide Lessor
with copies of all permits and other documents, and other information evidencing
Lessee's compliance with any Applicable Requirements specified by Lessor, and
shall immediately upon receipt, notify Lessor in writing (with copies of any
documents involved) of any threatened or actual claim, notice, citation,
warning, complaint or report pertaining to or involving the failure of Lessee or
the Premises to comply with any Applicable Requirements.

     6.4 Inspection; Compliance. Lessor and Lessor's "Lender" (as defined in
Paragraph 30) and consultants shall have the right to enter into Premises at any
time, in the case of an emergency, and otherwise at reasonable times, for the
purpose of inspecting the condition of the Premises and for verifying compliance
by Lessee with this Lease. The cost of any such inspections shall be paid by
Lessor, unless a violation of Applicable Requirements, or a contamination is
found to exist or be imminent, or the inspection, is requested or ordered by a
governmental authority. In such case, Lessee shall upon request, reimburse
Lessor for the cost of such inspection, so long as such inspection is reasonably
related to the violation or contamination.

7. Maintenance; Repairs, Utility Installations; Trade Fixtures and Alterations.

     7.1 Lessee's Obligations.

          (a) In General. Subject to the provisions of Paragraph 2.2
     (Condition), 2.3 (Compliance), 6.3 (Lessee's Compliance with Applicable
     Requirements), 7.2 (Lessor's Obligations), and 9 (Damage or Destruction),
     and 14 (Condemnation), Lessee shall, at Lessee's sole expense, keep the
     Premises, Utility Installations (intended for Lessee's exclusive use, no
     matter where located), and Alterations in good order, condition and repair
     (provided that the portion of the Premises requiring repairs, are made
     accessible


<PAGE>
                                      -14-


     to Lessee, and whether or not the need for such repairs occurs as a result
     of Lessee's use, any prior use, the elements or the age of such portion of
     the Premises), including, but not limited to all equipment or facilities,
     such as plumbing, HVAC equipment, electrical, lighting facilities, boilers,
     pressure vessels, fixtures, interior walls, interior surfaces of exterior
     walls, ceilings, floors, windows, doors, plate glass, and skylights but
     excluding any items which are the responsibility of Lessor pursuant to
     Paragraph 7.2. Lessee, in keeping the Premises in good order, condition and
     repair, shall exercise and perform good maintenance practices, specifically
     including the procurement and maintenance of the service contracts required
     by Paragraph 7.1(b) below. Lessee's obligations shall include restorations,
     replacements or renewals when necessary to keep the Premises and all
     improvements thereon or a part thereof in good order, condition and state
     of repair.

          (b) Service Contracts. Lessee shall, at Lessee's sole expense, procure
     and maintain contracts, in customary form and substance for, and with
     contractors specializing and experienced in the maintenance of the
     following equipment and improvements, if any, if and when installed on the
     Premises: (i) HVAC equipment, (ii) boiler and pressure vessels, (iii)
     clarifiers, and (iv) any other equipment, if reasonably required by Lessor.
     However, Lessor reserves the right, upon notice to Lessee, to procure and
     maintain any or all of such service contracts, and if Lessor so elects,
     Lessee shall reimburse Lessor, upon demand, for the reasonable cost
     thereof.

          (c) Failure to Perform. If Lessee fails to perform Lessee's
     obligations under this Paragraph 7.1, Lessor may enter upon Premises after
     10 days' prior written notice to Lessee (except in the case of an
     emergency, in which case no notice shall be required), perform such
     obligations on Lessee's behalf, and put the Premises in good order,
     condition and repair, and Lessee shall promptly reimburse Lessor for the
     reasonable cost thereof.

          (d) Deleted

     7.2 Lessor's Obligations. Subject to the provisions of Paragraphs 2.2
(Condition), 2.3 (Compliance), 4.2 (Common Area Operating Expenses), 6 (Use),
7.1 (Lessee's Obligations), 9 (Damage or Destruction) and 14 (Condemnation),
Lessor, subject to reimbursement pursuant to Paragraph 4.2, shall keep in good
order, condition and repair the foundations, exterior walls, structural
condition of interior bearing walls, exterior roof, fire sprinkler system,
Common Area fire alarm and/or smoke detection systems, fire hydrants, parking
lots, walkways, parkways, driveways, landscaping, fences, signs and utility
systems serving the Common Areas and all parts thereof, as well as providing the
services for which there is a Common Operating Area Operating Expense pursuant
to Paragraph 4.2. Lessor shall not be obligated to paint the exterior or
interior surfaces of exterior walls nor shall


<PAGE>
                                      -15-


Lessor be obligated to maintain, repair or replace windows, doors or plate glass
of the Premises.

     7.3 Utility Installations; Trade Fixtures; Alterations.

          (a) Definitions. The term "Utility Installations" refers to all floor
     and window coverings, air lines, power panels, electrical distribution,
     security and fire protection systems, communication systems, lighting
     fixtures, HVAC equipment, plumbing, and fencing in or on the Premises. The
     term "Trade Fixtures" shall mean Lessee's machinery and equipment that can
     be removed without doing material damage to the Premises. The term
     "Alterations" shall mean any modification of the improvements, other than
     Utility Installations or Trade Fixtures, whether by addition or deletion.
     "Lessee Owned Alterations and/or Utility Installations" are defined as
     Alterations and/or Utility Installations made by Lessee that are not yet
     owned by Lessor pursuant to Paragraph 7.4(a).

          (b) Consent. Lessee shall not make any Alterations or Utility
     Installations to the Premises without Lessor's prior written consent, which
     shall not unreasonably be withheld. Lessee may, however, make
     non-structural Utility Installations to the interior of the Premises
     (excluding the roof) without such consent but upon notice to Lessor, as
     long as they are not visible from the outside, do not involve puncturing,
     relocating or removing the roof or any existing walls, and the cumulative
     cost thereof during this Lease as extended does not exceed a sum equal to 3
     months' Base Rent in the aggregate or a sum equal to one month's Base Rent
     in any one year. Notwithstanding the foregoing, Lessee shall not make or
     permit any roof penetrations and/or install anything on the roof without
     the prior written approval of Lessor. Lessor may, as a precondition to
     granting such approval, require Lessee to utilize a contractor chosen
     and/or approved by Lessor. Any Alterations or Utility Installations that
     Lessee shall desire to make and which require the consent of the Lessor
     shall be presented to Lessor in written form with detailed plans. Consent
     shall be deemed conditioned upon Lessee's: (i) acquiring all applicable
     governmental permits, (ii) furnishing Lessor with copies of both the
     permits and the plans and specifications prior to commencement of the work,
     and (iii) compliance with all conditions of said permits and other
     Applicable Requirements in a prompt and expeditious manner. Any Alterations
     or Utility Installations shall be performed in a workmanlike manner with
     good and sufficient materials. Lessee shall promptly upon completion
     furnish Lessor with as-built plans and specifications. For work which costs
     an amount in excess of one month's Base Rent, Lessor may condition its
     consent upon Lessee providing a lien and completion bond in an amount equal
     to 150% of the estimated cost of such Alteration or Utility Installation
     and/or upon Lessee's posting an additional Security Deposit with Lessor.


<PAGE>
                                      -16-


          (c) Indemnification. Lessee shall pay, when due, all claims for labor
     or materials furnished or alleged to have been furnished to or for Lessee
     at or for use on the Premises, which claims are or may be secured by any
     mechanic's or materialman's lien against the Premises or any interest
     therein. Lessee shall give Lessor not less than 10 days notice prior to the
     commencement of any work in, on or about the Premises, and Lessor shall
     have the right to post notices of non-responsibility, If Lessee shall
     contest the validity of any such lien, claim or demand, then Lessee shall,
     at its sole expense defend and protect itself, Lessor and the Premises
     against the same and shall pay and satisfy any such adverse judgment that
     may be rendered thereon before the enforcement thereof. If Lessor shall
     require, Lessee shall furnish a surety bond in an amount equal to 150% of
     the amount of such contested lien, claim, or demand, indemnifying Lessor
     against liability for the same. If Lessor elects to participate in any such
     action, Lessee shall pay Lessor's attorneys' fees and costs.

     7.4 Ownership; Removal; Surrender; and Restoration.

          (a) Ownership. Subject to Lessor's right to require removal or elect
     ownership as hereinafter provided, all Alterations and Utility
     Installations made by Lessee shall be the property of Lessee, but
     considered a part of the Premises. Lessor may, at any time, elect in
     writing to be the owner of all or any specified part of the Lessee Owned
     Alterations and Utility Installations. Unless otherwise instructed per
     paragraph 7.4(b) hereof, all Lessee Owned Alterations and Utility
     Installations shall, at the expiration or termination of this Lease, become
     the property of Lessor and be surrendered by Lessee with the Premises.

          (b) Removal. By delivery to Lessee of written notice from Lessor not
     earlier than 90 and not later than 30 days prior to the end of the term of
     this Lease, Lessor may require that any or all Lessee Owned Alterations or
     Utility Installations be removed by the expiration or termination of this
     Lease. Lessor may require the removal at any time of all or any part of any
     Lessee Owned Alterations or Utility Installations made without the required
     consent.

          (c) Surrender; Restoration. Lessee shall surrender the Premises by the
     Expiration Date or any earlier termination date, with all of the
     improvements, parts and surfaces thereof broom clean and free of debris,
     and in good operating order, condition and state of repair, ordinary wear
     and tear excepted. "Ordinary wear and tear" shall not include any damage or
     deterioration that would have been prevented by good maintenance practice.
     Notwithstanding the foregoing, if this Lease is for 12 months or less, then
     Lessee shall surrender the Premises in the same condition as delivered to
     Lessee on the Start Date with NO allowance for ordinary wear and tear.
     Lessee shall repair any damage occasioned by the installation, maintenance
     or removal of Trade


<PAGE>
                                      -17-


     Fixtures, Lessee owned Alternations and/or Utility Installations,
     furnishings, and equipment as well as the removal of any storage tank
     installed by or for Lessee. Lessee shall also completely remove from the
     Premises any and all Hazardous Substances brought onto the Premises by or
     for Lessee, or any third party (except Hazardous Substances which were
     deposited via underground migration from areas outside of the Project) even
     if such removal would require Lessee to perform or pay for work that
     exceeds statutory requirements. Trade Fixtures shall remain the property of
     Lessee and shall be removed by Lessee. The failure by Lessee to timely
     vacate the Premises pursuant to this Paragraph 7.4(c) without the express
     written consent of Lessor shall constitute a holdover under the provisions
     of Paragraph 26 below.

8. Insurance; Indemnity.

     8.1 Payment of Premiums. The cost of the premiums for the insurance
policies required to be carried by Lessor, pursuant to Paragraphs 8.2(b), 8.3(a)
and 8.3(b), shall be a Common Area Operating Expense. Premiums for policy
periods commencing prior to, or extending beyond, the term of this Lease shall
be prorated to coincide with the corresponding Start Date or Expiration Date.

     8.2 Liability Insurance.

          (a) Carried by Lessee. Lessee shall obtain and keep in force a
     Commercial General Liability policy of insurance protecting Lessee against
     claims for bodily injury, personal injury and property damage based upon or
     arising out of the ownership, use, occupancy or maintenance of the Premises
     and all areas appurtenant thereto. Such insurance shall be on an occurrence
     basis providing single limit coverage in an amount not less than $1,000,000
     per occurrence with an annual aggregate of not less than $2,000,000, an
     "Additional Insured-Managers or Lessor of Premises Endorsement" and contain
     the "Amendment of the Pollution Exclusion Endorsement" for damage caused by
     heat, smoke or fumes from a hostile fire. The policy shall not contain any
     intra-insured exclusions as between insured persons or organizations, but
     shall include coverage for liability assumed under this Lease as an
     "insured contract" for the performance of Lessee's indemnity obligations
     under this Lease. The limits of said insurance shall not, however, limit
     the liability of Lessee nor relieve Lessee of any obligation hereunder. All
     insurance carried by Lessee shall be primary to and not contributory with
     any similar insurance carried by Lessor, whose insurance shall be
     considered excess insurance only.

          (b) Carried by Lessor. Lessor shall maintain liability insurance as
     described in Paragraph 8.2(a), in addition to, and not in lieu of, the
     insurance required to be maintained by Lessee. Lessee shall not be named as
     an additional insured therein.


<PAGE>
                                      -18-


     8.3 Property Insurance-Building, Improvements and Rental Value.

          (a) Building and Improvements. Lessor shall obtain and keep in force a
     policy or policies of insurance in the name of Lessor, with loss payable to
     Lessor, any ground-lessor, and to any Lender insuring loss or damage to the
     Premises. The amount of such insurance shall be equal to the full
     replacement cost of the Premises, as the same shall exist from time to
     time, or the amount required by any Lender, but in no event more than the
     commercially reasonable and available insurable value thereof. Lessee Owned
     Alterations and Utility Installations, Trade Fixtures, and Lessee's
     personal property shall be insured by Lessee under Paragraph 8.4. If the
     coverage is available and commercially appropriate, such policy or policies
     shall insure against all risks of direct physical loss or damage (except
     the perils of flood and/or earthquake unless required by Lender), including
     coverage for debris removal and the enforcement of any Applicable
     Requirements requiring the upgrading, demolition, reconstruction or
     replacement of any portion of the Premises as a result of a covered loss.
     Said policy or policies shall also contain an agree valuation provision in
     lieu of any coinsurance clause, waiver of subrogation, and inflation guard
     protection causing an increase in the annual property insurance coverage
     amount by a factor of not less than the adjusted U.S. Department of Labor
     Consumer Price Index for All Urban Consumers for the city nearest to where
     the Premises are located. If such insurance coverage has a deductible
     clause, the deductible amount shall not exceed $1,000 per occurrence.

          (b) Rental Value. Lessor shall also obtain and keep in force a policy
     or policies in the name of Lessor with loss payable to Lessor and any
     Lender, insuring the loss of the full Rent for one year with an extended
     period of indemnity for an additional 180 days ("Rental Value Insurance").
     Said insurance shall contain an agreed valuation provision in lieu of any
     coinsurance clause, and the amount of coverage shall be adjusted annually
     to reflect the projected Rent otherwise payable by Lessee, for the next 12
     month period.

          (c) Adjacent Premises. Lessee shall pay for any increase in the
     premiums for the property insurance of the Building and for the Common
     Areas or other buildings in the Project if said increase is caused by
     Lessee's acts, omissions, use or occupancy of the Premises.

          (d) Lessee's Improvements. Since Lessor is the Insuring Party, Lessor
     shall not be required to insure Lessee Owned Alterations and Utility
     Installations unless the item in question has become the property of Lessor
     under the terms of this Lease.

     8.4 Lessee's Property; Business Interruption Insurance.


<PAGE>
                                      -19-


          (a) Property Damage. Lessee shall obtain and maintain insurance
     coverage on all of Lessee's personal property, Trade Fixtures, and Lessee
     Owned Alterations and Utility Installations. Such insurance shall be full
     replacement cost coverage with a deductible of not to exceed $1,000 per
     occurrence. The proceeds from any such insurance shall be used by Lessee
     for the replacement of personal property, Trade Fixtures and Lessee Owned
     Alterations and Utility Installations. Lessee shall provide Lessor with
     written evidence that such insurance is in force.

          (b) Business Interruption. Lessee shall obtain and maintain loss of
     income and extra expense insurance in amounts as will reimburse Lessee for
     direct or indirect loss of earnings attributable to all perils commonly
     insured against by prudent lessees in the business of Lessee or
     attributable to prevention of access to the Premises as a result of such
     perils.

          (c) No Representation of Adequate Coverage. Lessor makes no
     representation that the limits or forms of coverage of insurance specified
     herein are adequate to cover Lessee's property, business operations or
     obligations under this Lease.

     8.5 Insurance Policies. Insurance required herein shall be by companies
duly licensed or admitted to transact business in the state where the Premises
are located, and maintaining during the policy term a "General Policyholders
Rating" of at least B+, V, as set forth in the most current issue of "Best's
Insurance Guide", or such other rating as may be required by a Lender. Lessee
shall not do or permit to be done anything which invalidates the required
insurance policies. Lessee shall, prior to the Start Date, deliver to Lessor
certified copies of policies of such insurance or certificates evidencing the
existence and amounts of the required insurance. No such policy shall be
cancelable or subject to modification except after 30 days prior written notice
to Lessor. Lessee shall, at least 30 days prior to the expiration of such
policies, furnish Lessor with evidence of renewals or "insurance binders"
evidencing renewal thereof, or Lessor may order such insurance and charge the
cost thereof to Lessee, which amount shall be payable by Lessee to Lessor upon
demand. Such policies shall be for a term of at least one year, or the length of
the remaining term of this Lease, whichever is less. If either Party shall fail
to procure and maintain the insurance required to be carried by it, the other
Party may, but shall not be required to, procure and maintain the same.

     8.6 Waiver of Subrogation. Without affecting any other rights or remedies,
Lessee and Lessor each hereby release and relieve the other, and waiver their
entire right to recover damages against the other, for loss of or damage to its
property arising out of or incident to the perils required to be insured against
herein. The effect of such of such releases and waivers is not limited by the
amount of insurance carried or required, or by any deductibles applicable
hereto. The Parties agree to have their respective property damage insurance
carriers waive


<PAGE>
                                      -20-


any right to subrogation that such companies may have against Lessor or Lessee,
as the case may be, so long as the insurance is not invalidated thereby.

     8.7 Indemnity. Except for Lessor sole negligence or willful misconduct,
Lessee shall indemnify, protect, defend and hold harmless the Premises, Lessor
and its agents, Lessor's master or ground lessor, partners and Lenders, from and
against any and all claims, loss of rents and/or damages, liens, judgments,
penalties, attorneys' and consultants' fees, expenses and/or liabilities arising
out of, involving, or in connection with, the use and/or occupancy of the
Premises by Lessee. If any action or proceeding is brought against Lessor by
reason of any of the foregoing matters, Lessee shall upon notice defend the same
at Lessee's expense by counsel reasonably satisfactory to Lessor and Lessor
shall cooperate with Lessee in such defense. Lessor need not have first paid any
such claim in order to be defended or indemnified.

     8.8 Exemption of Lessor from Liability. Lessor shall not be liable for
injury or damage to the person or goods, wares, merchandise or other property of
Lessee, Lessee's employees, contractors, invitees, customers, or any other
person in or about the Premises, whether such damage or injury is caused by or
results from fire, steam, electricity, gas, water or rain, or from the breakage,
leakage, obstruction or other defects of pipes, fire sprinklers, wires,
appliances, plumbing, HVAC or lighting fixtures, or from any other cause,
whether the said injury or damage results from conditions arising upon the
Premises or upon other portions of the Building, or from other sources or
places. Lessor shall not be liable for any damages arising from any act or
neglect of any other tenant of Lessor nor from the failure of Lessor to enforce
the provisions of any other lease in the Project. Notwithstanding Lessor's
negligence or breach of this Lease, Lessor shall under no circumstances be
liable for injury to Lessee's business or for any loss of income or profit
therefrom.

9. Damage or Destruction.

     9.1 Definitions.

          (a) "Premises Partial Damage" shall mean damage or destruction to the
     improvements on the Premises, other than Lessee Owned Alterations and
     Utility Installations, which can reasonably be repaired in 3 months or less
     from the date of the damage or destruction, and the cost thereof does not
     exceed a sum equal to 6 month's Base Rent. Lessor shall notify Lessee in
     writing within 30 days from the date of the damage or destruction as to
     whether or not the damage is Partial or Total.

          (b) "Premises Total Destruction" shall mean damage or destruction to
     the improvements on the Premises, other than Lessee Owned Alterations and
     Utility Installations and Trade Fixtures, which cannot reasonably be
     repaired in 3 months or less from the date of the damage or destruction
     and/or the cost thereof exceeds a sum equal


<PAGE>
                                      -21-


     to 6 month's Base Rent. Lessor shall notify Lessee in writing within 30
     days from the date of the damage or destruction as to whether or not the
     damage is Partial or Total.

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

          (d) "Replacement Cost" shall mean the cost to repair or rebuild the
     improvements owned by Lessor at the time of the occurrence to their
     condition existing immediately prior thereto, including demolition, debris
     removal and upgrading required by the operation of Applicable Requirements,
     and without deduction for depreciation.

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

     9.2 Partial Damage - Insured Loss. If a Premises Partial Damage that is an
Insured Loss occurs, then Lessor shall, at Lessor's expense, repair such damage
(but not Lessee's Trade Fixtures or Lessee Owned Alterations and Utility
Installations) as soon as reasonably possible and this Lease shall continue in
full force and effect; provided, however, that Lessee shall, at Lessor's
election, make the repair of any damage or destruction the total cost to repair
of which is $5,000 or less, and, in such event, Lessor shall make any applicable
insurance proceeds available to Lessee on a reasonable basis for that purpose.
Notwithstanding the foregoing, if the required insurance was not in force or the
insurance proceeds are not sufficient to effect such repair, the Insuring Party
shall promptly contribute the shortage in proceeds as and when required to
complete said repairs. In the event, however, such shortage was due to the fact
that, by reason of the unique nature of the improvements, full replacement cost
insurance coverage was not commercially reasonable and available, Lessor shall
have no obligation to pay for the shortage in insurance proceeds or to fully
restore the unique aspects of the Premises unless Lessee provides Lessor with
the funds to cover same, or adequate assurance thereof, within 10 days following
receipt of written notice of such shortage and request therefor. If Lessor
receives said funds or adequate assurance thereof within said 10 day period, the
party responsible for making the repairs shall complete them as soon as
reasonably possible and this Lease shall remain in full force and effect. If
such funds or assurance are not received, Lessor may nevertheless elect by
written notice to Lessee within 10 days thereafter to: (i) make such restoration
and repair as is commercially reasonable with Lessor paying any shortage in
proceeds, in which case this Lease shall remain in full force and effect, or
(ii) have this Lease terminate 30 days thereafter. Lessee shall not be entitled
to


<PAGE>
                                      -22-


reimbursement of any funds contributed by Lessee to repair any such damage or
destruction. Premises Partial Damage due to flood or earthquake shall be subject
to Paragraph 9.3, notwithstanding that there may be some insurance coverage, but
the net proceeds of any such insurance shall be made available for the repairs
if made by either Party.

     9.3 Partial Damage - Uninsured Loss. If a Premises Partial Damage that is
not an Insured Loss occurs, unless caused by a negligent or willful act of
Lessee (in which event Lessee shall make the repairs at Lessee's expense),
Lessor may either: (i) repair such damage as soon as reasonably possible at
Lessor's expense, in which event this Lease shall continue in full force and
effect, or (ii) terminate this Lease by giving written notice to Lessee within
30 days after receipt by Lessor of knowledge of the occurrence of such damage.
Such termination shall be effective 60 days following the date of such notice.
In the event Lessor elects to terminate this Lease, Lessee shall have the right
within 10 days after receipt of the termination notice to give written notice to
Lessor of Lessee's commitment to pay for the repair of such damage without
reimbursement from Lessor. Lessee shall provide Lessor with said funds or
satisfactory assurance thereof within 30 days after making such commitment. In
such event this Lease shall continue in full force and effect, and Lessor shall
proceed to make such repairs as soon as reasonably possible after the required
funds are available. If Lessee does not make the required commitment, this Lease
shall terminate as of the date specified in the termination notice.

     9.4 Total Destruction. Notwithstanding any other provision hereof, if a
Premises Total Destruction occurs, this Lease shall terminate 60 days following
such Destruction. If the damage or destruction was caused by the gross
negligence or willful misconduct of Lessee, Lessor shall have the right to
recover Lessor's damages from Lessee, except as provided in Paragraph 8.6.

     9.5 Damage Near End of Term. If at any time during the last 6 months of
this Lease there is damage for which the cost to repair exceeds one month's Base
Rent, whether or not an Insured Loss, Lessor may terminate this Lease effective
60 days following the date of occurrence of such damage by giving a written
termination notice to Lessee within 30 days after the date of occurrence of such
damage. Notwithstanding the foregoing, if Lessee at that time has an exercisable
option to extend this Lease or to purchase the Premises, then Lessee may
preserve this Lease by, (a) exercising such option and (b) providing Lessor with
any shortage in insurance proceeds (or adequate assurance thereof) needed to
make the repairs on or before the earlier of (i) the date which is 10 days after
Lessee's receipt of Lessor's written notice purporting to terminate this Lease,
or (ii) the day prior to the date upon which such option expires. If Lessee duly
exercises such option during such period and provides Lessor with funds (or
adequate assurance thereof) to cover any shortage in insurance proceeds, Lessor
shall, at Lessor's commercially reasonable expense, repair such damage as soon
as reasonably possible and this Lease shall continue in full force and effect.
If Lessee fails to exercise such


<PAGE>
                                      -23-


option and provide such funds or assurance during such period, then this Lease
shall terminate on the date specified in the termination notice and Lessee's
option shall be extinguished.

     9.6 Abatement of Rent; Lessee's Remedies.

          (a) Abatement. In the event of Premises Partial Damage or Premises
     Total Destruction or a Hazardous Substance Condition for which Lessee is
     not responsible under this Lease, the Rent payable by Lessee for the period
     required for the repair, remediation or restoration of such damage shall be
     abated in proportion to the degree to which Lessee's use of the Premises is
     impaired, but not to exceed the proceeds received from the Rental Value
     insurance. All other obligations of Lessee hereunder shall be performed by
     Lessee, and Lessor shall have not liability for any such damage,
     destruction, remediation, repair or restoration except as provided herein.

          (b) Remedies. If Lessor shall be obligated to repair or restore the
     Premises and does not commence, in a substantial and meaningful way, such
     repair or restoration within 30 days or such longer time as is reasonably
     necessary to obtain permits and insurance proceeds after such obligation
     shall accrue, Lessee may, at any time prior to the commencement of such
     repair or restoration, give written notice to Lessor and to any Lenders of
     which Lessee has actual notice, of Lessee's election to terminate this
     Lease on a date not less than 30 days following the giving of such notice.
     If Lessee gives such notice and such repair or restoration is not commenced
     within 30 days thereafter, this Lease shall terminate as of the date
     specified in said notice. If the repair or restoration is commenced within
     such 30 days, this Lease shall continue in full force and effect.
     "Commence" shall mean either the unconditional authorization of the
     preparation of the required plans, or the beginning of the actual work on
     the Premises, whichever first occurs.

     9.7 Termination; Advance Payments. Upon termination of this Lease pursuant
to Paragraph 6.2(g) or Paragraph 9, an equitable adjustment shall be made
concerning advance Base Rent and any other advance payments made by Lessee to
Lessor. Lessor shall, in addition, return to Lessee so much of Lessee's Security
Deposit as has not been, or is not then required to be, used by Lessor.

     9.8 Waive Statutes. Lessor and Lessee agree that the terms of this Lease
shall govern the effect of any damage to or destruction of the Premises with
respect to the termination of this Lease and hereby waive the provisions of any
present or future statute to the extent inconsistent herewith.

10. Real Property Taxes.


<PAGE>
                                      -24-


     10.1 Definition. As used herein, the term "Real Property Taxes" shall
include any form of assessment; real estate, general, special, ordinary or
extraordinary, or rental levy or tax (other than inheritance, personal income or
estate taxes); improvement bond; and/or license fee imposed upon or levied
against any legal or equitable interest of Lessor in the Project, Lessor's right
to other income therefrom, and/or Lessor's business of leasing, by any authority
having the direct or indirect power to tax and where the funds are generated
with reference to the Project address and where the proceeds so generated are to
be applied by the city, county or other local taxing authority of a jurisdiction
within which the Project is located. The term "Real Property Taxes" shall also
include any tax, fee, levy, assessment or charge, or any increase therein,
imposed by reason of events occurring during the term of this Lease, including
but not limited to, a change in the ownership of the Project or any portion
thereof or a change in the improvements thereon. In calculating Real Property
Taxes for any calendar year, the Real Property Taxes for any real estate tax
year shall be included in the calculation of Real Property Taxes for such
calendar year based upon the number of days which such calendar year and tax
year have in common.

     10.2 Payment of Taxes. Lessor shall pay the Real Property Taxes applicable
to the Project, and except as otherwise provided in Paragraph 10.3, any such
amounts shall be included in the calculation of Common Area Operating Expenses
in accordance with the provisions of Paragraph 4.2.

     10.3 Additional Improvements. Common Area Operating Expenses shall not
include Real Property Taxes specified in the tax assessor's records and work
sheets as being caused by additional improvements placed upon the Project by
other lessees or by Lessor for the exclusive enjoyment of such other lessees.
Notwithstanding Paragraph 10.2 hereof, Lessee shall, however, pay to Lessor at
the time Common Area Operating Expenses are payable under Paragraph 4.2, the
entirety of any increase in Real Property Taxes if assessed solely by reason of
Alterations, Trade Fixtures or Utility Installations placed upon the Premises by
Lessee or at Lessee's request.

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

     10.5 Personal Property Taxes. Lessee shall pay prior to delinquency all
taxes assessed against and levied upon Lessee Owned Alterations and Utility
Installations, Trade Fixtures, furnishings, equipment and all personal property
of Lessee contained in the Premises. When possible, Lessee shall cause its
Lessee Owned Alterations and Utility


<PAGE>
                                      -25-


Installations, Trade Fixtures, furnishings, equipment and all other personal
property to be assessed and billed separately from the real property of Lessor.
If any of Lessee's said property shall be assessed with Lessor's real property,
Lessee shall pay Lessor the taxes attributable to Lessee's property within 30
days after receipt of a written statement setting forth the taxes applicable to
Lessee's property.

     11. Utilities. Lessee shall pay for all water, gas, heat, light, power,
telephone, trash disposal and other utilities and services supplied to the
Premises, together with any taxes thereon. Notwithstanding the provisions of
Paragraph 4.2, if at any time in Lessor's sole judgment, Lessor determines that
Lessee is using a disproportionate amount of water, electricity or other
commonly metered utilities, or that Lessee is generating such a large volume of
trash as to require an increase in the size of the dumpster and/or an increase
in the number of times per month that the dumpster is emptied, then Lessor may
increase Lessee's Base Rent by an amount equal to such increased costs. Lessor
shall provide reasonable justification of the basis for any such increase in the
Base Rent.

12. Assignment and Subletting.

     12.1 Lessor's Consent Required.

          (a) Lessee shall not voluntarily or by operation of law assign,
     transfer, mortgage or encumber (collectively, "assign or assignment") or
     sublet all or any part of Lessee's interest in this Lease or in the
     Premises without Lessor's prior written consent.

          (b) Deleted

          (c) Deleted

          (d) An assignment or subletting without consent shall, at Lessor's
     option, be a Default curable after notice per Paragraph 13.1(c), or a
     noncurable Breach without the necessity of any notice and grace period. If
     Lessor elects to treat such unapproved assignment or subletting as a
     noncurable Breach, Lessor may either: (i) terminate this Lease, or (ii)
     upon 30 days written notice, increase the monthly Base Rent to 110% of the
     Base Rent then in effect. Further, in the event of such Breach and rental
     adjustment, (i) the purchase price of any option to purchase the Premises
     held by Lessee shall be subject to similar adjustment to 110% of the price
     previously in effect, and (ii) all fixed and non-fixed rental adjustments
     scheduled during the remainder or the Lease term shall be increased to 110%
     of the scheduled adjusted rent.

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


<PAGE>
                                      -26-


     12.2 Terms and Conditions Applicable to Assignment and Subletting.

          (a) Regardless of Lessor's consent, no assignment or subletting shall:
     (i) be effective without the express written assumption by such assignee or
     sublessee of the obligations of Lessee under this Lease, (ii) release
     Lessee of any obligations hereunder, or (iii) alter the primary liability
     of Lessee for the payment of Rent or for the performance of any other
     obligations to be performed by Lessee.

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

          (c) Lessor's consent to any assignment or subletting shall not
     constitute a consent to any subsequent assignment or subletting.

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

          (e) Each request for consent to an assignment or subletting shall be
     in writing, accompanied by information relevant to Lessor's determination
     as to the financial and operational responsibility and appropriateness of
     the proposed assignee or sublessee. Lessee agrees to provide Lessor with
     such other or additional information and/or documentation as may be
     reasonably requested.

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

          (g) Lessor's consent to any assignment or subletting shall not
     transfer to the assignee or sublessee any Option granted to the original
     Lessee by this Lease unless such transfer is specifically consented to by
     Lessor in writing. (See Paragraph 39.2)


<PAGE>
                                      -27-


     12.3 Additional Terms and Conditions Applicable to Subletting. The
following terms and conditions shall apply to any subletting by Lessee of all or
any part of the Premises and shall be deemed included in all subleases under
this Lease whether or not expressly incorporated therein:

          (a) Lessee hereby assigns and transfers to Lessor all of Lessee's
     interest in all Rent payable on any sublease, and Lessor may collect such
     Rent and apply same toward Lessee's obligations under this Lease; provided,
     however, that until a Breach shall occur in the performance of Lessee's
     obligations, Lessee may collect said Rent. Lessor shall not, by reason of
     the foregoing or any assignment of such sublease, nor by reason of the
     collection of Rent, be deemed liable to the sublessee for any failure of
     Lessee to perform and comply with any of Lessee's obligations to such
     sublessee. Lessee hereby irrevocably authorizes and directs any such
     sublessee, upon receipt of a written notice from Lessor stating that a
     Breach exists in the performance of Lessee's obligations under this Lease,
     to pay to Lessor all Rent due and to become due under the sublease.
     Sublessee shall rely upon any such notice from Lessor and shall pay all
     Rents to Lessor without any obligation or right to inquire as to whether
     such Breach exists, notwithstanding any claim from Lessee to the contrary.
     Lessee shall pay to Lessor one-half of all amounts by which the
     consideration received by Lessee in connection with assignment or
     subletting by Lessee exceeds the payments Lessee is required to pay Lessor
     under this Lease.

          (b) In the event of a Breach by Lessee, Lessor may, at its option
     require sublessee to attorn to Lessor, in which event Lessor shall
     undertake the obligations of the sublessor under such sublease from the
     time of the exercise of said option to the expiration of such sublease;
     provided, however, Lessor shall not be liable for any prepaid rents or
     security deposit paid by such sublessee to such sublessor or for any prior
     Defaults or Breaches of such sublessor.

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

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

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

13. Default; Breach; Remedies.


<PAGE>
                                      -28-


     13.1 Default; Breach. A "Default" is defined as a failure by the Lessee to
comply with or perform any of the terms, covenants, conditions or Rules and
Regulations under this Lease. A "Breach" is defined as the occurrence of one or
more of the following Defaults, and the failure of Lessee to cure such Default
within any applicable grace period:

          (a) The abandonment of the Premises; or the vacating of the Premises
     without providing a commercially reasonable level of security, or where the
     coverage of the property insurance described in Paragraph 8.3 is
     jeopardized as a result thereof, or without providing reasonable assurances
     to minimize potential vandalism.

          (b) The failure of Lessee to make any payment of Rent or Security
     Deposit required to be made by Lessee hereunder, whether to Lessor or to a
     third party, when due, to provide reasonable evidence of insurance or
     surety bond, or to fulfill any obligation under this Lease which endangers
     or threatens life or property, where such failure continues for a period of
     3 business days following written notice to Lessee.

          (c) The failure by Lessee to provide (i) reasonable written evidence
     of compliance with Applicable Requirements, (ii) the service contracts,
     (iii) the rescission of an unauthorized assignment or subletting, (iv) an
     Estoppel Certificate, (v) a requested subordination, (vi) evidence
     concerning any guaranty and/or Guarantor, (vii) any document requested
     under Paragraph 41 (easements), or (vii) any other documentation or
     information which Lessor may reasonably require of Lessee under the terms
     of this Lease, where any such failure continues for a period of 10 days
     following written notice to Lessee.

          (d) A Default by Lessee as to the terms, covenants, conditions or
     provisions of this Lease, or of the rules adopted under Paragraph 2.9
     hereof, other than those described in subparagraphs 13.1(a), (b), or (c),
     above, where such Default continues for a period of 30 days after written
     notice; provided, however, that if the nature of Lessee's Default is such
     that more than 30 days are reasonably required for its cure, then it shall
     not be deemed to be a Breach if Lessee commences such cure within said 30
     day period and thereafter diligently prosecutes such cure to completion.

          (e) The occurrence of any of the following events: (i) the making of
     any general arrangement or assignment for the benefit of creditors; (ii)
     becoming a "debtor" as defined in 11 U.S.C.ss. 101 or any successor statute
     thereto (unless, in the case of a petition filed against Lessee, the same
     is dismissed within 60 days); (iii) the appointment of a trustee or
     receiver to take possession of substantially all of Lessee's assets located
     at the Premises or of Lessee's interest in this Lease, where possession is
     not restored to Lessee within 30 days; or (iv) the attachment, execution or
     other judicial seizure of substantially all of Lessee's assets located at
     the Premises or of Lessee's interest in this Lease, where such seizure is
     not discharged within 30 days; provided,


<PAGE>
                                      -29-


     however, in the event that any provision of this subparagraph (e) is
     contrary to any applicable law, such provision shall be of no force or
     effect, and not affect the validity of the remaining provisions.

          (f) The discovery that any financial statement of Lessee or of any
     Guarantor given to Lessor was materially false.

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

     13.2 Remedies. If Lessee fails to perform any of its affirmative duties or
obligations, within 30 days after written notice (or in case of an emergency,
without notice), Lessor may, at its option, perform such duty or obligation on
Lessee's behalf, including but not limited to the obtaining of reasonably
required bonds, insurance policies, or governmental licenses, permits or
approvals. The costs and expenses of any such performance by Lessor shall be due
and payable by Lessee upon receipt of invoice therefor. If any check given to
Lessor by Lessee shall not be honored by the bank upon which it is drawn,
Lessor, at is option, may require all future payments to be made by Lessee to be
by cashier's check. In the event of a Breach, Lessor may, with or without
further notice or demand, and without limiting Lessor in the exercise of any
right or remedy which Lessor may have by reason of such Breach:

          (a) Terminate Lessee's right to possession of the Premises by any
     lawful means, in which case this Lease shall terminate and Lessee shall
     immediately surrender possession to Lessor. In such event Lessor shall be
     entitled to recover from Lessee: (i) the unpaid Rent which had been earned
     at the time of termination; (ii) the worth at the time of award of the
     amount by which the unpaid rent which would have been earned after
     termination until the time of award exceeds the amount of such rental loss
     that the Lessee proves could have been reasonably avoided; (iii) the worth
     at the time of award of the amount by which the unpaid rent for the balance
     of the term after the time of award exceeds the amount of such rental loss
     that the Lessee proves could be reasonably avoided; and (iv) any other
     amount necessary to compensate Lessor for all the detriment proximately
     caused by the Lessee's failure to perform its obligations under this Lease
     or which in the ordinary course of things would be likely to


<PAGE>
                                      -30-


     result therefrom, including but not limited to the cost of recovering
     possession of the Premises, expenses of reletting, including necessary
     renovation and alteration of the Premises, reasonable attorneys' fees, and
     that portion of any leasing commission paid by Lessor in connection with
     this Lease applicable to the unexpired term of this Lease. The worth at the
     time of award of the amount referred to in provision (iii) of the
     immediately preceding sentence shall be computed by discounting such amount
     at the discount rate of the Federal Reserve Bank of the District within
     which the Premises are located at the time of award plus one percent.
     Efforts by Lessor to mitigate damages caused by Lessee's Breach of this
     Lease shall not waive Lessor's right to recover damages under Paragraph 12.
     If termination of this Lease is obtained through the provisional remedy of
     unlawful detainer, Lessor shall have the right to recover in such
     proceeding any unpaid Rent and damages as are recoverable therein, or
     Lessor may reserve the right to recover all or any part thereof in a
     separate suit. If a notice and grace period required under Paragraph 13.1
     was not previously given, a notice to pay rent or quit, or to perform or
     quit given to Lessee under the unlawful detainer statute shall also
     constitute the notice required by Paragraph 13.1. In such case, the
     applicable grace period required by Paragraph 13.1 and the unlawful
     detainer statute shall run concurrently, and the failure of Lessee to cure
     the Default within the greater of the two such grace periods shall
     constitute both an unlawful detainer and a Breach of this Lease entitling
     Lessor to the remedies provided for in this Lease and/or by said statute.

          (b) Continue the Lease and Lessee's right to possession and recover
     the Rent as it becomes due, in which event Lessee may sublet or assign,
     subject only to reasonable limitations. Acts of maintenance, efforts to
     relet, and/or the appointment of a receiver to protect the Lessor's
     interests, shall not constitute a termination of the Lessee's right to
     possession.

          (c) Pursue any other remedy now or hereafter available under the laws
     or judicial decisions of the state wherein the Premises are located. The
     expiration or termination of this Lease and/or the termination of Lessee's
     right to possession shall not relieve Lessee from liability under any
     indemnity provisions of this Lease as to matters occurring or accruing
     during the term hereof or by reason of Lessee's occupancy of the Premises.

     13.3 Inducement Recapture. Any agreement for free or abated rent or other
charges, or for the giving or paying by Lessor to or for Lessee of any cash
bonus, inducement or consideration for Lessee's entering into this Lease, all of
which concessions are hereinafter referred to as "Inducement Provisions", shall
be deemed conditioned upon Lessee's full and faithful performance of all of the
terms, covenants and conditions of this Lease. Upon Breach of this Lease by
Lessee, any such Inducement Provision shall automatically be deemed deleted from
this Lease and of no further force or effect, and any rent, other charge, bonus,

<PAGE>
                                      -31-


inducement or consideration therefore abated, given or paid by Lessor under such
an inducement Provision shall be immediately due and payable by Lessee to
Lessor, notwithstanding any subsequent cure of said Breach by Lessee. The
acceptance by Lessor of rent or the cure of the Breach which initiated the
operation of this paragraph shall not be deemed a waiver by Lessor of the
provisions of this paragraph unless specifically so stated in writing by Lessor
at the time of such acceptance.

     13.4 Late Charges. Lessee hereby acknowledges that late payment by Lessee
of Rent will cause Lessor to incur costs not contemplated by this Lease, the
exact amount of which will be extremely difficult to ascertain. Such costs
include, but are not limited to, processing and accounting charges, and late
charges which may be imposed upon Lessor by any Lender. Accordingly, if any Rent
shall be received by Lessor within 5 days after such amount shall be due, then,
without any requirement for notice to Lessee, Lessee shall pay to Lessor a
one-time late charge equal to 10% of each such overdue amount or $100, whichever
is greater. The parties hereby agree that such late charge represents a fair and
reasonable estimate of the costs Lessor will incur by reason of such late
payment. Acceptance of such late charge by Lessor shall in no event constitute a
waiver of Lessee's Default or Breach with respect to such overdue amount, nor
prevent the exercise of any of the other rights and remedies granted hereunder.
In the event that a late charge is payable hereunder, whether or not collected,
for 3 consecutive installments of Base Rent, then notwithstanding any provision
of this Lease to the contrary, Base Rent shall, at Lessor's option, become due
and payable quarterly in advance.

     13.5 Interest. Any monetary payment due Lessor hereunder, other than late
charges, not received by Lessor, when due as to scheduled payments (such as Base
Rent) or within 30 days following the date on which it was due for non-scheduled
payment, shall bear interest from the date when due, as to scheduled payments,
or the 31st day after it was due as to non-scheduled payments. The interest
("Interest") charged shall be equal to the prime rate reported in the Wall
Street Journal as published closest prior to the date when due plus 4%, but
shall not exceed the maximum rate allowed by law. Interest is payable in
addition to the potential late charge provided for in Paragraph 13.4.

     13.6 Breach by Lessor.

          (a) Notice of Breach. Lessor shall not be deemed in breach of this
     Lease unless Lessor fails within a reasonable time to perform an obligation
     required to be performed by Lessor. For purposes of this Paragraph, a
     reasonable time shall in no event be less than 30 days after receipt by
     Lessor, and any Lender whose name and address shall have been furnished
     Lessee in writing for such purpose, of written notice specifying wherein
     such obligation of Lessor has not been performed; provided, however, that
     if the nature of Lessor's obligation is such that more than 30 days are
     rea-


<PAGE>
                                      -32-


     sonably required for its performance, then Lessor shall not be in breach if
     performance is commenced within such 30 day period and thereafter
     diligently pursued to completion.

          (b) Performance by Lessee on Behalf of Lessor. In the event that
     neither Lessor nor Lender cures said breach within 30 days after receipt of
     said notice, or if having commenced said cure they do not diligently pursue
     it to completion, then Lessee may elect to cure said breach at Lessee's
     expense and offset from Rent an amount equal to the greater of one month's
     Base Rent or the Security Deposit, and to pay an excess of such expense
     under protest, reserving Lessee's right to reimbursement from Lessor.
     Lessee shall document the cost of said cure and supply said documentation
     to Lessor.

     14. Condemnation. If the premises or any portion thereof are taken under
the power of eminent domain or sold under the threat of the exercise of said
power (collectively "Condemnation"), this Lease shall terminate as to the part
taken as of the date the condemning authority takes title or possession,
whichever first occurs. If more than 10% of the floor area of the Unit, is taken
by Condemnation, Lessee may, at Lessee's option, to be exercised in writing
within 30 days after Lessor shall have given Lessee written notice of such
taking (or in the absence of such notice, within 30 days after the condemning
authority shall have taken possession) terminate this Lease as of the date the
condemning authority takes such possession. If Lessee does not terminate this
Lease in accordance with the foregoing, this Lease shall remain in full force
and effect as to the portion of the Premises remaining, except that the Base
Rent shall be reduced in proportion to the reduction in utility of the Premises
caused by such Condemnation. Condemnation awards and/or payments shall be the
property of Lessor, whether such award shall be made as compensation for
diminution in value of the leasehold, the value of the part taken, or for
severance damages; provided, however, that Lessee shall be entitled to any
compensation for Lessee's relocation expenses, loss of business goodwill and/or
Trade Fixtures, without regard to whether or not this Lease is terminated
pursuant to the provisions of this Paragraph. (In the event that this Lease is
not terminated by reason of the Condemnation, Lessor shall repair any damage to
the Premises caused by such Condemnation).

15. Brokerage Fees.

     15.1 Deleted

     15.2 Deleted

     15.3 Representations and Indemnities of Broker Relationships. Lessee and
Lessor each represent and warrant to the other that it has had no dealings with
any person, firm, broker or finder (other than the Brokers, if any) in
connection with this Lease, and that no one


<PAGE>
                                      -33-


other than said named Brokers is entitled to any commission or finder's fee in
connection herewith. Lessee and Lessor do each hereby agree to indemnify,
protect, defend and hold the other harmless from and against liability for
compensation or charges which may be claimed by any such unnamed broker, finder
or other similar party by reason of any dealings or actions of the indemnifying
Party, including any costs, expenses, attorneys' fees reasonably incurred with
respect thereto.

16. Estoppel Certificates.

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

          (b) If the Responding Party shall fail to execute or delivery the
     Estoppel Certificate within such 10 day period, the Requesting Party may
     execute an Estoppel Certificate stating that: (i) the Lease is in full
     force and effect without modification except as may be represented by the
     Requesting Party, (ii) there are no uncured defaults in the Requesting
     Party's performance, and (iii) if Lessor is the Requesting Party, not more
     than one month's rent has been paid in advance. Prospective purchasers and
     encumbrances may rely upon the Requesting Party's Estoppel Certificate, and
     the Responding Party shall be estopped from denying the truth of the facts
     contained in said Certificate.

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

17. Definition of Lessor.

     The term "Lessor" as used herein shall mean the owner or owners at the time
in question of the fee title to the Premises, or, if this is a sublease, of the
Lessee's interest in the prior lease. In the event of a transfer of Lessor's
title or interest in the Premises or this Lease, Lessor shall deliver to the
transferee or assignee (in cash or by credit) any unused Security Deposit held
by Lessor. Except as provided in Paragraph 15, upon such transfer or assignment
and delivery of the Security Deposit, as aforesaid, the prior Lessor shall be
relieved of all liability with respect to the obligations and/or covenants under
this Lease thereafter to be per-


<PAGE>
                                      -34-


formed by the Lessor. Subject to the foregoing, the obligations and/or covenants
in this Lease to be performed by the Lessor shall be binding only upon the
Lessor as hereinabove defined. Notwithstanding the above, and subject to the
provisions of Paragraph 20 below, the original Lessor under this Lease, and all
subsequent holders of the Lessor's interest in this Lease shall remain liable
and responsible with regard to the potential duties and liabilities of Lessor
pertaining to Hazardous Substances as outlined in Paragraph 6.2 above.

18. Severability.

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

19. Days.

     Unless otherwise specifically indicated to the contrary, the word "days" as
used in this Lease shall mean and refer to calendar days.

20. Limitation on Liability.

     Subject to the provisions of Paragraph 17 above, the obligations of Lessor
under this Lease shall not constitute personal obligations of Lessor, the
individual partners of Lessor or its or their individual partners, directors,
officers or shareholders, and Lease shall look to the Premises, and to no other
assets of Lessor, for the satisfaction of any liability of Lessor with respect
to this Lease, and shall not seek recourse against the individual partners of
Lessor, or its or their individual partners, directors, officers or
shareholders, or any of their personal assets for such satisfaction.

21. Time of Essence.

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

22. No Prior or Other Agreements; Broker Disclaimer.

     This Lease contains all agreements between the Parties with respect to any
matter mentioned herein, and no other prior or contemporaneous agreement or
understanding shall be effective. Lessor and Lessee each represents and warrants
to the Brokers that it has made, and is relying solely upon, its own
investigation as to the nature, quality, character and financial responsibility
of the other Party to this Lease and as to the use, nature, quality and
character of the Premises. Brokers have no responsibility with respect thereto
or with respect to any default or breach hereof by either Party. The liability
(including court costs and attorneys' fees), of any Broker with respect to
negotiation, execution, delivery or performance by either Lessor


<PAGE>
                                      -35-


or Lessee under this Lease or any amendment or modification hereto shall be
limited to an amount up to the fee received by such Broker pursuant to this
Lease; provided, however, that the foregoing limitation on each Broker's
liability shall not be applicable to any gross negligence or willful misconduct
of such Broker.

23. Notices.

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

     23.2 Date of Notice. Any notice sent by registered or certified mail,
return receipt requested, shall be deemed given on the date of delivery shown on
the receipt card, or if no delivery date is shown, the postmark thereon. If sent
by regular mail, the notice shall be deemed given 48 hours after the same is
addressed as required herein and mailed with postage prepaid. Notices delivered
by United States Express Mail or overnight courier that guarantee next day
delivery shall be deemed given 24 hours after delivery of the same to the Postal
Service or courier. Notices transmitted by facsimile transmission or similar
means shall be deemed delivered upon telephone confirmation of receipt
(confirmation report from fax machine is sufficient), provided a copy is also
delivered via delivery or mail. If notice is received on a Saturday, Sunday or
legal holiday, it shall be deemed received on the next business day.

24. Waivers.

     No waiver by Lessor of the Default or Breach of any term, covenant or
condition hereof by Lessee, shall be deemed a waiver of any other term, covenant
or condition hereof, or of any subsequent Default or Breach by Lessee of the
same or of any other term, covenant or condition hereof. Lessor's consent to, or
approval of, any act shall not be deemed to render unnecessary the obtaining of
Lessor's consent to, or approval of, any subsequent or similar act by Lessee, or
be construed as the basis of an estoppel to enforce the provision or provisions
of this Lease requiring such consent. The acceptance of Rent by Lessor shall not
be a waiver of any Default or Breach by Lessee. Any payment by Lessee may be
accepted by Lessor on account of moneys or damages due Lessor, notwithstanding
any qualifying statements or conditions made by Lessee in connection therewith,
which such statements and/or conditions shall


<PAGE>
                                      -36-


be of no force or effect whatsoever unless specifically agreed to in writing by
Lessor at or before the time of deposit of such payment.

25. Deleted

26. No Right to Holdover.

     Lessee has no right to retain possession of the Premises or any part
thereof beyond the expiration or termination of this Lease. In the event that
Lessee holds over, then the Base Rent shall be increased to 150% of the Base
Rent applicable immediately preceding the expiration or termination. Nothing
contained herein shall be construed as consent by Lessor to any holding over by
Lessee.

27. Cumulative Remedies.

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

28. Covenants and Conditions; Construction of Agreement.

     All provisions of this Lease to be observed or performed by Lessee are both
covenants and conditions. In construing this Lease, all headings and titles are
for the convenience of the Parties only and shall not be considered a part of
this Lease. Whenever required by the context, the singular shall include the
plural and vice versa. This Lease shall not be construed as if prepared by one
of the Parties, but rather according to its fair meaning as a whole, as if both
Parties had prepared it.

29. Binding Effect; Choice of Law.

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

30. Subordination; Attornment; Non-Disturbance.

     30.1 Subordination. This Lease and any Option granted hereby shall be
subject and subordinate to any ground lease, mortgage, deed of trust, or other
hypothecation or security device (collectively, "Security Device"), now or
hereafter placed upon the Premises, to any and all advances made on the security
thereof, and to all renewals, modifications, and extensions thereof. Lessee
agrees that the holders of any such Security Devices (in this Lease together
referred to as "Lender") shall have no liability or obligation to perform any of
the obligations of Lessor under this Lease. Any Lender may elect to have this
Lease and/or any


<PAGE>
                                      -37-


Option granted hereby superior to the lien of its Security Device by giving
written notice thereof to Lessee, whereupon this Lease and such Options shall be
deemed prior to such Security Device, notwithstanding the relative dates of the
documentation or recordation thereof.

     30.2 Attornment. In the event that Lessor transfers title to the Premises,
or the Premises are acquired by another upon the foreclosure or termination of a
Security Device to which this Lease is subordinated (i) Lessee shall, subject to
the non-disturbance provisions of Paragraph 30.3, attorn to such new owner, and
upon request, enter into a new lease, containing all of the terms and provisions
of this Lease, with such new owner for the remainder of the term hereof, or, at
the election of such new owner, this Lease shall automatically become a new
Lease between Lessee and such new owner, upon all of the terms and conditions
hereof, for the remainder of the term hereof, and (ii) Lessor shall thereafter
be relieved of any further obligations hereunder and such new owner shall assume
all of the Lessor's obligations hereunder, except that such new owner shall not:
(a) be liable for any act or omission of any prior lessor or with respect to
events occurring prior to acquisition of ownership; (b) be subject to any
offsets or defenses which Lessee might have against any prior lessor, (c) be
bound by prepayment of more than one month's rent, or (d) be liable for the
return of any security deposit paid to any prior lessor.

     30.3 Non-Disturbance. With respect to Security Devices entered into by
Lessor after the execution of this Lease, Lessee's subordination of this Lease
shall be subject to receiving a commercially reasonable non-disturbance
agreement (a "Non-Disturbance Agreement") from the Lender which Non-Disturbance
Agreement provides that Lessee's possession of the Premises, and this Lease,
including any options to extend the term hereof, will not be disturbed so long
as Lessee is not in Breach hereof and attorns to the record owner of the
Premises. Further, within 60 days after the execution of this Lease, Lessor
shall use its commercially reasonable efforts to obtain a Non-Disturbance
Agreement from the holder of any pre-existing Security Device which is secured
by the Premises. In the event that Lessor is unable to provide the
Non-Disturbance Agreement within said 60 days, then Lessee may, at Lessee's
option, directly contact Lender and attempt to negotiate for the execution and
delivery of a Non-Disturbance Agreement.

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

31. Attorney's Fees.


<PAGE>
                                      -38-


     If any Party or Broker brings an action or proceeding involving the
Premises whether founded in tort, contract or equity, or to declare rights
hereunder, the Prevailing Party (as hereafter defined) in any such proceeding,
action, or appeal thereon, shall be entitled to reasonable attorneys' fees. Such
fees may be awarded in the same suit or recovered in a separate suit, whether or
not such action or proceeding is pursued to decision or judgment. The term,
"Prevailing Party" shall include, without limitation, a Party or Broker who
substantially obtains or defeats the relief sought, as the case may be, whether
by compromise, settlement, judgment, or the abandonment by the other Party or
Broker of its claim or defense. The attorneys' fees award shall not be computed
in accordance with any court fee schedule, but shall be such as to fully
reimburse all attorneys' fees reasonably incurred. In addition, Lessor shall be
entitled to attorneys' fees, costs and expenses incurred in the preparation and
service of notices of Default and consultations in connection therewith, whether
or not a legal action is subsequently commenced in connection with such Default
or resulting Breach ($200 is a reasonable minimum per occurrence for such
services and consultation).

32. Lessor's Access; Showing Premises; Repairs.

     Lessor and Lessor's agents shall have the right to enter the Premises at
any time, in the case of an emergency, and otherwise at reasonable times for the
purpose of showing the same to prospective purchasers, lenders, or tenants, and
making such alterations, repairs, improvements or additions to the Premises as
Lessor may deem necessary. All such activities shall be without abatement of
rent or liability to Lessee. Lessor may at any time place on the Premises any
ordinary "For Sale" signs and Lessor may during the last 6 months of the term
hereof place on the Premises any ordinary "For Lease" signs. Lessee may at any
time place on the Premises any ordinary "For Sublease" sign.

33. Auctions.

     Lessee shall not conduct, nor permit to be conducted, any auction upon the
Premises without Lessor's prior written consent. Lessor shall not be obligated
to exercise any standard of reasonableness in determining whether to permit an
auction.

34. Signs.

     Except for ordinary "For Sublease" signs which may be placed only on the
Premises, Lessee shall not place any sign upon the Project without Lessor's
prior written consent. All signs must comply with all Applicable Requirements.

35. Termination; Merger.

     Unless specifically stated otherwise in writing by Lessor, the voluntary or
other surrender of this Lease by Lessee, the mutual termination


<PAGE>
                                      -39-


or cancellation hereof, or a termination hereof by Lessor for Breach by Lessee,
shall automatically terminate any sublease or lesser estate in the Premises;
provided, however, that Lessor may elect to continue any one or all existing
subtenancies. Lessor's failure within 10 days following any such event to elect
to the contrary by written notice to the holder of any such lesser interest,
shall constitute Lessor's election to have such event constitute the termination
of such interest.

36. Consents.

     Except as otherwise provided herein, wherever in this Lease the consent of
a Party is required to an act by or for the other Party, such consent shall not
be unreasonably withheld or delayed. Lessor's actual reasonable costs and
expenses (including but not limited to architects', attorneys', engineers' and
other consultants' fees) incurred in the consideration of, or response to, a
request by Lessee for any Lessor consent, including but not limited to consents
to an assignment, a subletting or the presence or use of a Hazardous Substance,
shall be paid by Lessee upon receipt of an invoice and supporting documentation
therefor. Lessor's consent to any act, assignment or subletting shall not
constitute an acknowledgment that no Default or Breach by Lessee of this Lease
exists, nor shall such consent be deemed a waiver of any then existing Default
or Breach, except as may be otherwise specifically stated in writing by Lessor
at the time of such consent. The failure to specify herein any particular
condition to Lessor's consent shall not preclude the imposition by Lessor at the
time of consent of such further other considerations as are then reasonable with
reference to the particular matter for which consent is being given. In the
event that either Party disagrees with any determination made by the other
hereunder and reasonably requests the reasons for such determination, the
determining party shall furnish its reasons in writing and in reasonable detail
within 10 business days following such request.

37. Guarantor

     37.1 Execution. The Guarantors, if any, shall each execute a guaranty in
the form most recently published by the American Industrial Real Estate
Association, and each such Guarantor shall have the same obligations as Lessee
under this Lease.

     37.2 Default. It shall constitute a Default of the Lessee if any Guarantor
fails or refuses, upon request to provide: (a) evidence of the execution of the
guaranty, including the authority of the party signing on Guarantor's behalf to
obligate Guarantor, and in the case of a corporate Guarantor, a certified copy
of a resolution of its board of directors authorizing the making of such
guaranty, (b) current financial statements, (c) an Estoppel Certificate, or (d)
written confirmation that the guaranty is still in effect.

38. Quiet Possession.


<PAGE>
                                      -40-


     Subject to payment by Lessee of the Rent and performance of all of the
covenants, conditions and provisions on Lessee's part to be observed and
performed under this Lease, Lessee shall have quiet possession and quiet
enjoyment of the Premises during the term hereof.

39. Options.

     If Lessee is granted an option, as defined below, then the following
provisions shall apply.

     39.1 Definition. "Option" shall mean: (a) the right to extend the term of
or renew this Lease or to extend or renew any lease that Lessee has on other
property of Lessor; (b) the right of first refusal or first offer to lease
either the Premises or other property of Lessor; (c) the right to purchase or
the right of first refusal to purchase the Premises or other property of Lessor.

     39.2 Options Personal to Original Lessee. Any Option granted to Lessee in
this Lease is personal to the original Lessee, and cannot be assigned or
exercised by anyone other than said original Lessee and only while the original
Lessee is in full possession of the Premises and, if requested by Lessor, with
Lessee certifying that Lessee has no intention of thereafter assigning or
subletting.

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

     39.4 Effect of Default on Options.

          (a) Lessee shall have no right to exercise an Option: (i) during the
     period commencing with the giving of any notice of Default and continuing
     until said Default is cured, (ii) during the period of time any Rent is
     unpaid (without regard to whether notice thereof is given Lessee), (iii)
     during the time Lessee is in Breach of this Lease, or (iv) in the event
     that Lessee has been given 3 or more notices of separate Default, whether
     or not the Defaults are cured, during the 12 month period immediately
     preceding the exercise of the Option.

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

          (c) An Option shall terminate and be of no further force or effect,
     notwithstanding Lessee's due and timely exercise of the Option, if, after
     such exercise and


<PAGE>
                                      -41-


     prior to the commencement of the extended term, (i) Lessee fails to pay
     Rent for a period of 30 days after such Rent becomes due (without any
     necessity of Lessor to give notice thereof), (ii) Lessor gives to Lessee 3
     or more notices of separate Default during any 12 month period, whether or
     not the Defaults are cured, or (iii) if Lessee commits a Breach of this
     Lease.

40. Security Measures.

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

41. Reservations.

     Lessor reserves the right: (i) to grant, without the consent or joinder of
Lessee, such easements, rights and dedications that Lessor deems necessary, (ii)
to cause the recordation of parcel maps and restrictions, and (iii) to create
and/or install new utility raceways, so long as such easements, rights,
dedications, maps, restrictions, and utility raceways do not unreasonably
interfere with the use of the Premises by Lessee. Lessee agrees to sign any
documents reasonably requested by Lessor to effectuate such rights.

42. Performance Under Protest.

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

43. Authority.

     If either Party hereto is a corporation, trust, limited liability company,
partnership, or similar entity, each individual executing this Lease on behalf
of such entity represents and warrants that he or she is duly authorized to
execute and deliver this Lease on its behalf. Each party shall, within 30 days
after request, deliver to the other party satisfactory evidence of such
authority.

44. Conflict.


<PAGE>
                                      -42-


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

45. Offer.

     Preparation of this Lease by either party or their agent and submission of
same to the other Party shall not be deemed an offer to lease to the other
Party. This Lease is not intended to be binding until executed and delivered by
all Parties hereto.

46. Amendments.

     This Lease may be modified only in writing, signed by the Parties in
interest at the time of the modification. As long as they do not materially
change Lessee's obligations hereunder, Lessee agrees to make such reasonable
non-monetary modifications to this Lease as may be reasonably required by a
Lender in connection with the obtaining of normal financing or refinancing of
the Premises.

47. Multiple Parties.

     If more than one person or entity is named herein as either Lessor or
Lessee, such multiple Parties shall have joint and several responsibility to
comply with the terms of this Lease.

48. Waiver of Jury Trial.

     The Parties hereby waive their respective rights to trial by jury in any
action or proceeding involving the Property or arising out of this Agreement.

49. Mediation and Arbitration of Disputes.

     An Addendum requiring the Mediation and/or the Arbitration of all disputes
between the Parties and/or Brokers arising out of this Lease is not attached to
this Lease.

     Lessor and Lessee have carefully read and reviewed this Lease and each term
and provision contained herein, and by the execution of this Lease show their
informed and voluntary consent thereto. The Parties hereby agree that, at the
time this Lease is executed, the terms of this Lease are commercially reasonable
and effectuate the intent and purpose of lessor and lessee with respect to the
premises.

     Attention: No representation or recommendation is made by the American
Industrial Real Estate Association or by any broker as to the legal sufficiency,
legal effect, or tax consequences of this Lease or the transaction to which it
relates. The Parties are urged to:


<PAGE>
                                      -43-


          1. Seek advice of counsel as to the legal and tax consequences of this
     Lease.

          2. Retain appropriate consultants to review and investigate the
     condition of the Premises. Said investigation should include but not be
     limited to: the possible presence of hazardous substances, the zoning of
     the premises, the structural integrity, the condition of the roof and
     operating systems, compliance with the Americans with Disabilities Act and
     the suitability of the Premises for Lessee's intended use.

     Warning: if the Premises are located in a State other than California,
certain provisions of the Lease may need to be revised to comply with the laws
of the State in which the Premises are located.

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

                  Executed at: [blank]
                  On: [blank]
                  By LESSOR:  Robin D. Miller as Trustee for the
                  Daniel C. Cutter Trusts
                  By:  //Robin D. Miller//  11/02/01
                  Name Printed:  Robin D. Miller
                  Title:  Trustee
                  Address:  P.O. Box 852
                  Kentfield, CA  94914
                  Telephone:  (415) 461-5005
                  Facimile:  (415) 461-8309


                  Executed at: [blank]
                  On: [blank]
                  By LESSEE:XOMA (US) LLC, a Delaware
                  Limited Liability Company
                  By:  //C L Dellio//  11/02/01
                  Name Printed:  C L. Dellio
                  Title:  SR V-P Operations
                  Address:  2910-7th Street
                  Berkeley, CA  94710
                  Telephone:  (510) 644-1170 x 2170
                  Facimile:  (510) 649-0315


<PAGE>
                                      -44-




                              ADDENDUM TO STANDARD
                 INDUSTRIAL/COMMERCIAL MULTI-TENANT LEASE - NET


                                Addendum to Lease
                     Between Robin D. Miller Trustee for the
                       Daniel C. Cutter Trusts, Lessor and
           XOMA (US) LLC, a Delaware Limited Liability Company, Lessee
                             Dated November 2, 2001

     This Addendum is attached to and forms a part of the above-entitled Lease
Form ("the Lease Form"). All references to the "Lease" shall be deemed to refer
to the Lease Form together with this Addendum.

50.      Base Rent:

         (Paragraph 1.5 is modified as follows.)

         November 2, 2001          November 30, 2001     $11,539.06
         December 1, 2001-         October 31, 2002      $11,936.96 per month
         November 1, 2002-         October 31, 2003      $11,936.96 per month
         November 1, 2003-         October 31, 2004      $12,414.44 per month
         November 1, 2004-         October 31, 2005      $12,414.44 per month
         November 1, 2005-         October 31, 2006      $12,911.02 per month
         November 1, 2006-         October 31, 2007      $12,911.02 per month
         November 1, 2007-         October 31, 2008      $13,427.46 per month
         November 1, 2008          October 31, 2009      $13,427.46 per month
         November 1, 2009          October 31, 2010      $13,964.56 per month
         November 1, 2010          April 30, 2011        $13,964.56 per month

51. To be done by Landlord at Landlord's sole cost and effect.

          1. Delivery warehouse and office (as is) in broom clean condition free
     of all debris.

          2. Ensure all existing electrical, lighting, windows, plumbing,
     loading doors, fire sprinkler system and roof structure are in good working
     condition.

52. Security Deposit (Paragraph 1.7(c) modified as follows.)


<PAGE>
                                      -45-


     A security deposit of eleven thousand nine hundred thirty six dollar and
ninety six cents ($11,936.96).

53. Option to Extend Term

     Lessor hereby grants to Lessee one (1) option (the "Option") to extend the
Lease term for a period of three (3) years (the "Extension") on the same terms
and conditions as set forth in the Lease. Base Rent during the Extension shall
be as set forth in Paragraph 50 above. The Option shall be exercised only by
written notice delivered to Lessor at least one hundred eighty (180) days before
the expiration of the initial Lease Term and provided that Lessee is not then in
default.

54.  Base Rent and Other Monies Paid upon Execution: (Paragraph 1.7(e) modified
     as follows)

     A check for twenty three thousand four hundred seventy six dollars and two
cents ($23,476.02) due upon execution which accounts for the security deposit,
plus the first month's base rent not to include operating expenses. Lessee's
share of operating expenses will be billed and shall be payable in addition to
the base rent.

55. Hazardous Materials:

          1. The subject property is owned by a family trust and managed by a
     trustee. With the exception of an Asbestos Screening Assessment dated
     December 4, 1989 attached hereto, the Trustee of the trusts does not have
     knowledge of any hazardous materials being present at the subject property.
     Landlord is not able to represent or warrant the condition of the property
     or its compliance with existing environmental laws and Lessee shall accept
     the premises in its "as is" condition upon delivery of possession.

          2. Lessee hereby acknowledges receipt and review of the Asbestos
     Screening Assessment dated December 4, 1989 by Earth Metrics Incorporated
     (the "Assessment"), which assessment is the only report that has been made
     available to the trustee of the Daniel C. Cutter Trusts with respect to the
     presence of asbestos and/or hazardous materials at the Premises. Lessee
     acknowledges and agrees that, with respect to asbestos and/or hazardous
     material at the Premises, Lessee shall take possession of the Premises
     subject to the information contained in the Assessment.

56. Other Terms and Conditions:


<PAGE>
                                      -46-


          1. This lease is not contingent upon the City Emeryville granting
     Lessee the right to make improvements within the Premises, nor will
     commencement be delayed awaiting City approval.

          2. In no event shall Lessee apply for City approval for use of the
     Premises, nor shall Lessee use the Premises, nor make any improvements
     within or to the Premises, which would or may increase the parking which is
     legally required for the use or occupancy of the Building or the Premises.
     Lessee acknowledges that the parking presently provided for the Premises
     and the Building may not meet current legal requirements.

          3. Lessee will be responsible for costs to comply with the Americans
     with Disabilities Act (ADA) within the Premises including but not limited
     to walkways, entrances and restrooms. In the event Lessee's improvements to
     its Premises cause governmental mandated ADA alterations or modifications
     to entrances or parking areas not within its Premises the cost of said
     improvements shall be paid by Lessee. Restrooms outside the demised
     premises are excluded from this provision. Should Lessee make ADA
     improvements to the building's exterior, said improvements shall be subject
     to Lessor's prior consent, which shall not unreasonably be withheld. If
     alterations required to comply with ADA requirements necessitate a loss of
     any parking space, such space shall be subtracted from the parking
     allocated to Lessee under Paragraph 1.2(b).

          4. Lessor acknowledges that all trade fixtures placed or installed
     within the Premises, including, but not limited to, refrigeration equipment
     and cold storage facilities, and any generator installed with Lessor's
     consent adjacent to the Premises, shall be and remain the property of
     Lessee and shall be removed prior to or upon the expiration or earlier
     termination of this Lease.

          5. Lessor shall not make changes to the configuration of the portions
     of the Common Area designated "Restricted Common Area" on Exhibit A.

          6. Lessee and Lessor agree that the provisions of the Lease regarding
     damage and destruction of the Premises and the Building and the relative
     rights and obligations of the parties relating to maintenance and repair
     are as set forth in the Lease and will supercede the provisions of any
     statutes pertaining to such subject matter noW or hereafter in effect. In
     particular, Lessee waives the provision of California Civil Code Section
     1942.

     IN WITNESS WHEREOF, Lessor and Lessee have executed this Addendum as of the
date of the Lease.


<PAGE>
                                      -47-


Lessor:  Robin D. Miller                Lessee:     XOMA (US) LLC
As Trustee for the                                  a Delaware Limited
Daniel C. Cutter Trusts                             Liability Company


By:  Robin D. Miller                    By:         C L Dellio
     Trustee                                        Its SR V-P Operations

Date:  11/2/01                          Date:       11/2/01


     All checks to be made payable to Daniel C. Cutter Marital Trust and mailed
to:

                                    PCOM.Inc.
                                    2600 Central Avenue, Suite H
                                    Union City, CA  94587


<PAGE>



                                   EXHIBIT "A"



     Plan of the Premises inserted here.



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