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Sample Business Contracts

California-Carpinteria-6430 Via Real Lease - South Coast Business Park and ValueClick Inc.

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  • Commercial Lease. Start a state-specific lease for the rental of commercial property. Specify the term and rent due, as well as whether the landlord or tenant is responsible for property taxes, insurance, and maintenance and repairs.
  • Commercial Sublease. When a tenant vacates commercial property before the lease term has expired, it may be able to rent the premises to a third party. The tenant would be the sublessor and the third party would be the sublessee. Besides preparing a sublease, both parties will want to review the provisions for assignment or subletting in the original lease agreement between the landlord and the sublessor.
  • Sublease Agreement. Tenants of residential property should prepare a sublease agreement if they are seeking to sublease a room or the entire apartment or house to a third party. All parties should review the original lease agreement to see if there are any restrictions on subletting or assigning the premises.
  • Triple Net Lease. Triple net leases are a type of commercial leases where the tenant has to pay for property taxes, insurance, utilities, and maintenance, in addition to the monthly rent.
  • Office Space Lease. When renting an office space, tenants should understand the amount of the rent and duration of the lease. Other important terms include whether the space can be subleased, which parties are responsible for maintenance, and whether any furniture and furnishings will be provided.

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                      STANDARD INDUSTRIAL LEASE - MULTI-TENANT
                    AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION


1.     PARTIES.  This Lease, dated, for reference purpose only, AUGUST 30, 1999,
       is made by and between WILLIAM D & EDNA J. WRIGHT DBA SOUTH COAST
       BUSINESS PARK  (herein called "Lessor") and VALUECLICK, INC., A DELAWARE
       CORPORATION  (herein called "Lessee").

2.     PREMISES, PARKING AND COMMON AREAS.

2.1    PREMISES.  Lessor hereby Leases to Lessee and leases from Lessor for the
       term, at the rental, and upon all of the conditions set forth herein,
       real property situated in the County of SANTA BARBARA, State of
       CALIFORNIA commonly known as SOUTH COAST BUSINESS PARK, PHASE I & II
       (46,198 + 14,000 = 60,198 S.F.) and described as 6430 VIA REAL, (BUILDING
       C), SUITE'S 1 & 2, CARPINTERIA, CA, CONSISTING OF APPROXIMATELY 2,750
       SQUARE FEET (SEE EXHIBIT "A") herein referred to as the "Premises", as
       may be outlined on an Exhibit attached hereto, including rights to the
       Common Areas as hereinafter specified but not including any rights to the
       roof of the Premises or to any Building in the Industrial Center.  The
       Premises are a portion of a building herein referred to as the
       "Building."  The Premises, the Building, the Common Areas, the land upon
       which the same are located, along with all other buildings and
       improvements thereon, are herein collectively referred to as the
       "Industrial Center."

2.2    VEHICLE PARKING.  Lessee shall be entitled to 9 vehicle parking
       spaces, unreserved and unassigned, on those portions of the Common Areas
       designated by Lessor for parking.  Lessee shall not use more parking
       spaces than said number.  Said parking spaces shall be used only for
       parking by vehicles no larger than full size passenger automobiles or
       pick-up trucks, herein called "Permitted Size Vehicles."  Vehicles other
       than Permitted Size Vehicles are herein referred to as "Oversized
       Vehicles."

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

       2.2.2  If Lessee permits or allows any of the prohibited activities
              described in paragraph 2.2 of this Lease, 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.

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

2.4    COMMON AREAS - LESSEE'S RIGHTS.  Lessor hereby grants to Lessee, for the
       benefit of Lessee and its employees, suppliers, shippers, customers and
       invitees, during the term of this Lease, the non-exclusive right to use,
       in common with other entitled to such use, the Common Areas as they exist
       from time to time, subject to any rights, powers, and privileges reserved
       by Lessor under the terms hereof or under the terms of any rules and
       regulations or restrictions governing the use of the Industrial Center.
       Under no circumstances shall the right herein granted to use the Common
       Areas be deemed to include the right to store any property, temporarily
       or permanently, in the Common Areas.  Any such storage shall be permitted
       only by the prior written consent of Lessor or Lessor's designated agent,
       which consent may be revoked at any time.  In the event that any
       unauthorized

<PAGE>

       storage shall occur then Lessor shall have the right,
       without notice, in addition to such other rights and remedies that it may
       have, to remove the property and charge the cost to Lessee, which cost
       shall be immediately payable upon demand by Lessor.

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

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

       (a)  To make changes to the Common Areas, including, without limitation,
       changes in the location, size, shape and number of driveways, entrance,
       parking spaces, parking areas, loading and unloading areas, ingress,
       egress, direction of traffic, landscaped areas and walkways;  (b)  To
       close temporarily any of the Common Areas for maintenance purposes so
       long as reasonable access to the Premises remains available; (c)  To
       designate other land outside the boundaries of the Industrial Center to
       be a part of the Common Areas;  (d)  To add additional buildings and
       improvements to the Common Areas; (e)  To use the Common Areas while
       engaged in making additional improvements, repairs or alterations to the
       Industrial Center, or any portion thereof; (f)  To do and perform such
       other acts and make such other changes in, to or with respect to the
       Common Areas and Industrial Center as Lessor may, in the exercise of
       sound business judgement, deem to be appropriate.

       2.6.1  Lessor shall at all times provide the parking facilities required
       by applicable law and in no event shall the number of parking spaces that
       Lessee is entitled to under paragraph 2.2 be reduced.

3.     TERM.

3.1    TERM.  The term of this Leases shall be for APPROXIMATELY 3 YEARS
       commencing on OCTOBER 1, 1999 and ending on SEPTEMBER 30, 2002 unless
       sooner terminated pursuant to any provision hereof.  See Addendum.

3.2    DELAY IN POSSESSION.  Notwithstanding said commencement date, if for any
       reason Lessor cannot deliver possession of the Premises to Lessee on said
       date, Lessor shall not be subject to any liability therefor, nor shall
       such failure affect the validity of this Lease or the obligations of
       Lessee hereunder or extend the term hereof, but in such case, Lessee
       shall not be obligated to pay rent or perform any other obligation of
       Lessee under the terms of this Lease, except as may be otherwise provided
       in this Lease, until possession of the Premises is tendered to Lessee.

3.3    EARLY POSSESSION.  If Lessee occupies the Premises prior to said
       commencement date, such occupancy shall be subject to all provisions of
       this Lease, such occupancy shall not advance the termination date, and
       Lessee shall pay rent for such period at the initial monthly rates set
       forth below.

4.     RENT.

4.1    BASE RENT.  Lessee shall pay to Lessor, as Base Rent for the Premises,
       without any offset or deduction, except as may be otherwise expressly
       provided in this Lease, on the 1ST day of each month of the term hereof,
       monthly payments in advance of $3,575.00 SEE ADDENDUM FOR COST OF LIVING
       ADJUSTMENTS TO BASE RENT, AND DETERMINATION OF RENT DURING EXTENSION
       PERIODS.  Lessee shall pay Lessor upon the execution hereof  $3,575.00 as
       Base Rent for 10/1/99 - 11/1/99.  Rent for any

<PAGE>

       period during the term hereof which is for less than one month shall be a
       pro rata portion of the Base Rent.  Rent shall be payable in lawful money
       of the United Sates to Lessor at the address stated herein or to such
       other persons or at such other places as Lessor may designate in writing.

4.2    OPERATING EXPENSES.  Lessee shall pay to Lessor during the term hereof,
       in addition to the Base Rent, Lessee's Share, as hereinafter defined, of
       all Operating Expenses, as hereinafter defined, during each calendar year
       of the term of this Lease, in accordance with the following provisions:

       (a)    "Lessee's Share" is defined, for purpose of this Lease as 4.56
              percent.
       (b)    "Operating Expenses" is defined, for purposes of this Lease, as
              all costs incurred by Lessor, if any, for:
              (i)    The operation, repair and maintenance, in neat, clean, good
                     order arid condition, of the following:
                     (aa)   The Common Areas, including parking areas, loading
                            and unloading areas, trash areas, roadways,
                            sidewalks, walkways, parkways, driveways, landscaped
                            areas, striping, bumpers, irrigation systems, Common
                            Area lighting facilities and fences and gates;
                     (bb)   Trash disposal services;
                     (cc)   Tenant directories;
                     (dd)   Fire detection systems including sprinkler system
                            maintenance and repair;
                     (ee)   Security services;
                     (ff)   Any other service to be provided by Lessor that is
                            elsewhere in this Lease stated to be an "Operating
                            Expense;"
                     (gg)   Property management expenses;
              (ii)   Any deductible portion of an insured loss concerning any of
                     the items or matters described in this paragraph 4.2;
              (iii)  The cost of the premiums for the liability and property
                     insurance policies to be maintained by Lessor under
                     paragraph 8 hereof;
              (iv)   The amount of the real property tax to be paid by Lessor
                     under paragraph 10.1 hereof;
              (v)    The cost of water, gas and electricity to service the
                     Common Areas.
       (c)    The inclusion of the improvement, facilities and services set
              forth in paragraph 4.2 (b)(i) of the definition of Operating
              Expenses shall not be deemed to impose an obligation upon Lessor
              to either have said improvements or facilities or to provide those
              services unless the Industrial Center already has the same, Lessor
              already provides the services, or Lessor has agreed elsewhere in
              this Lease to provide the same or some of them.
       (d)    Lessee's Share of Operating Expenses shall be payable by Lessee
              within ten (10) days after a reasonably detailed statement of
              actual expenses is presented to Lessee by Lessor.  At lessor's
              option, however, an amount may be estimated by Lessor from time to
              time of Lessee's Share of annual Operating Expenses and the same
              shall be payable monthly or quarterly, as Lessor shall designate,
              during each twelve-month period of the Lease term, on the same day
              as the Base Rent is due hereunder.  In the event that Lessee pays
              Lessor's estimate of Lessee's Share of Operating Expenses as
              aforesaid, Lessor shall deliver to Lessee within sixty (60) days
              after the expiration of each calendar year a reasonably detailed
              statement showing Lessee's Share of the actual Operating Expenses
              incurred during the preceding year.  If Lessee's payments under
              this paragraph 4.2(d) during said preceding year exceed Lessee's
              Share as indicated on said statement, Lessee shall be entitled to
              credit the amount of such overpayment against Lessee's Share of
              Operating Expenses next falling due.  If Lessee's payments under
              this paragraph during said preceding year were less than Lessee's
              Share as indicated on said statement, Lessee shall pay to Lessor
              the amount of the deficiency within ten (10) days after delivery
              by Lessor to Lessee of said statement.

5.     SECURITY DEPOSIT.  Lessee shall deposit with Lessor upon execution hereof
       $3,575.00 as security for Lessee's faithful performance of Lessee's
       obligations hereunder.  If Lessee fails to pay rent or other charges due
       hereunder, or otherwise defaults with respect to any provision of this
       Lease.  Lessor may use, apply or retain all or any portion of said
       deposit for the payment of any rent or other charge in default or for the
       payment of any other sum to which Lessor may become

<PAGE>

       obligated by reason of Lessee's default, or to compensate Lessor for any
       loss or damage which Lessor may suffer thereby.  If Lessor so uses or
       applies all or any portion of said deposit.  Lessee shall within
       ten (10) days after written demand therefor deposit cash with Lessor in
       an amount sufficient to restore said deposit to the full amount then
       required of Lessee.  If the monthly rent shall from time to time,
       increase during the term of this Lease, Lessee shall, at the time of such
       increase, deposit with Lessor additional money as a security deposit so
       that the total amount of the security deposit held by Lessor shall at all
       times bear the same proportion to the then current Base Rent as the
       initial security deposit bears to the initial Base Rent set forth in
       paragraph 4.  Lessor shall not be required to keep said security deposit
       separate from its general accounts.  If Lessee performs all of Lessee's
       obligations hereunder, said deposit, or so much thereof as has not
       theretofore been applied by Lessor, shall be returned, without payment of
       interest or other increment for its use, to Lessee (or, at Lessor's
       option, to the last assignee, if any, of Lessee's interest hereunder) at
       the expiration of the term hereof, and after Lessee has vacated the
       Premises.  No trust relationship is created herein between Lessor and
       Lessee with respect to said Security Deposit.

6.     USE.

6.1    USE.  The Premises shall be used and occupied only for GENERAL OFFICE
       USE AND FOR NO OTHER USE WITHOUT LESSOR'S PRIOR written consent. See
       Addendum for additional terms.

6.2    COMPLIANCE WITH LAW.

       (a)    Lessor warrants to Lessee that the Premises, in the state existing
              on the date that the Lease term commences, but without regard to
              the use for which Lessee will occupy the Premises, does not
              violate any covenants or restrictions of record, or any applicable
              building code, regulation or ordinance in effect on such Lease
              term commencement date.  In the event it is determined that this
              warranty has been violated, then it shall be the obligation of the
              Lessor, after written notice from Lessee, to promptly, at Lessor's
              sole cost an expense, rectify any such violation.  In the event
              Lessee does not give to Lessor written notice of the violation of
              this warranty within six months from the date that the Lease term
              commences, the correction of same shall be the obligation of the
              Lessee at Lessee's sole cost.  The warranty contained in this
              paragraph 6.2(a) shall be of no force or effect if, prior to the
              date of this Lease, Lessee was an owner or occupant of the
              Premises and, in such event, Lessee shall correct any such
              violation at Lessee's sole cost.

       (b)    Except as provided in paragraph 6.2(a) Lessee shall, at Lessee's
              expense, promptly comply with all applicable statutes, ordinances,
              rules, regulations, orders, covenants and restrictions of record,
              and requirements of any fire insurance underwriters or rating
              bureaus, now in effect or which may hereafter come into effect,
              whether or not they reflect a change in policy from that now
              existing, during the term or any part of the term or which may
              hereafter come into effect, whether or not they reflect a change
              in policy from that now existing, during the term or any part of
              the term hereof, relating in any manner to the Premises and the
              occupation and use by Lessee of the Premises and of the Common
              Areas.  Lessee shall not use nor permit the use of the Premises or
              the Common Areas in any manner that will tend to create waste or a
              nuisance or shall tend to disturb other occupants of the
              Industrial Center.


6.3    CONDITION OF PREMISES

       (a)    Lessor shall deliver the Premises to Lessee clean and free of
              debris on the Lease commencement date (unless Lessee is already in
              possession) and Lessor warrants to Lessee that the plumbing,
              lighting, air conditioning, heating, and loading doors in the
              Premises shall be in good operating condition on the Lease
              commencement date.  In the event that it is determined that this
              warranty has been violated, then it shall be the obligation of
              Lessor, after receipt of written notice from Lessee setting forth
              with specificity the nature of the violation, to promptly, at
              Lessor's sole cost, rectify such violation.  Lessee's failure to
              give such written

<PAGE>

              notice to Lessors within thirty (30) days after the Lease
              commencement date shall cause the conclusive presumption
              that Lessor has complied with all of Lessor's obligations
              hereunder.  The warranty contained in this paragraph 6.3(a) shall
              be of no force or effect if prior to the date of this Lease,
              Lessee was an owner or occupant of the Premises.  See Addendum.

       (b)    Except as otherwise provided in this Lease, Lessee hereby accepts
              the Premises in their condition existing as of the Lease
              commencement date or the date that Lessee takes possession of the
              Premises, whichever is earlier, subject to all applicable zoning,
              municipal, county and state laws, ordinances and regulations
              governing and regulating the use of the Premises, and any
              covenants or restrictions of record, and accepts this Lease
              subject thereto and to all matters disclosed thereby and by any
              exhibits attached hereto.  Lessee acknowledges that neither Lessor
              nor Lessor's agent has made any representation or warranty as to
              the present or future suitability of the Premises for the conduct
              of Lessee's business.

7.     MAINTENANCE, REPAIRS, ALTERATIONS AND COMMON AREA SERVICES.

7.1    LESSOR'S OBLIGATIONS.  Subject to the provisions of  Paragraphs 4.2
       (Operating Expenses). 6 (Use), 7.2 (Lessee's Obligations) and 9 (Damage
       or Destruction) and except for damage caused by any negligent or
       intentional act or omission of Lessee, Lessee's employees, suppliers,
       shippers, customers, or invitees, in which event Lessee shall repair the
       damage, Lessor, at Lessor's expense, subject to reimbursement pursuant to
       paragraph 4.2 shall keep in good condition and repair the foundations,
       exterior walls, structural condition of interior bearing walls, and roof
       of the Premises, as well as the parking lots, walkways, driveways,
       landscaping, fences, signs and utility installations of the Common Areas
       and all parts thereof, as well as providing the services for which there
       is an Operating expense pursuant to paragraph 4.2.  Lessor shall not,
       however, be obligated to paint the exterior or interior surface of
       exterior walls, nor shall Lessor be required to maintain, repair or
       replace windows, doors or plate glass of the Premises.  Lessor shall have
       no obligation to make repairs under this paragraph 7.1 until a reasonable
       time after receipt of written notice from Lessee of the need for such
       repairs.  Lessee expressly waives the benefits of any statute now or
       hereafter in effect which would otherwise afford Lessee the right to make
       repairs at Lessor's expense or to terminate this Lease because of
       Lessor's failure to keep the Premises in good order, condition and
       repair.  Lessor shall not be liable for damages or loss of any kind or
       nature by reason of Lessor's failure to furnish any Common Area Services
       when such failure is caused by accident, breakage, repairs, strikes,
       lockout, or other labor disturbances or disputes of any character, or by
       any other cause beyond the reasonable control of Lessor.

7.2    LESSEE'S OBLIGATIONS.

       (a)    Subject to the provisions of paragraphs 6 (Use), 7.1 (Lessor's
              Obligations), and 9 (Damage or Destruction), Lessee, at Lessee's
              expense, shall keep in good order, condition and repair the
              Premises and every part thereof (whether or not the damaged
              portion of the Premises of the means of repairing the same are
              reasonably or readily accessable to Lessee) including, without
              limiting the generality of the foregoing, all plumbing, heating,
              ventilating and air conditioning systems (Lessee shall procure and
              maintain, at Lessee's expense, a ventilating and air conditioning
              system maintenance contract), electrical and lighting facilities
              and equipment within the Premises, fixtures, interior walls and
              interior surfaces of exterior walls, ceilings, windows, doors,
              plate glass, and skylights located within the Premises.  Lessor
              reserves the right to procure and maintain the ventilating and air
              conditioning system maintenance contract and if Lessor so elects,
              Lessee shall reimburse Lessor, upon demand, for the cost thereof.
              Lessee shall be responsible for clean-up of all hazardous waste
              occurring in or about the Premises.

       (b)    If Lessee fails to perform Lessee's obligations under this
              paragraph 7.2 or under any other paragraph of this Lease, Lessor
              may enter upon the Premises after ten (10) days'

<PAGE>


              prior written notice to Lessee (except in the case of emergency,
              in which no notice shall be required), perform such obligations
              on Lessee's behalf and put the Premises in good order, condition
              and repair, and the cost thereof together with interest thereon at
              the maximum rate then allowable by law shall be due and payable as
              additional rent to Lessor together with Lessee's next Base Rent
              installment.

       (c)    On the last day of the term hereof, or on any sooner termination,
              Lessee shall surrender the Premises to Lessor in the same
              condition as received, ordinary wear and tear excepted, clean and
              free of debris.  Any damage or deterioration of the Premises shall
              not be deemed ordinary wear and tear if the same could have been
              prevented by good maintenance practices.  Lessee shall repair any
              damage to the Premises occasioned by the installation or removal
              of Lessee's trade fixtures, alterations, furnishings and
              equipment.  Notwithstanding anything to the contrary otherwise
              stated in this Lease, Lessee shall leave the air lines, power
              panels, electrical distribution systems, lighting fixtures, space
              heaters, air conditioning, plumbing and fencing on the Premises in
              good operating condition.

7.3     ALTERATIONS AND ADDITIONS.

       (a)    Lessee shall not, without Lessor's prior written consent make any
              alteration, improvement, additions, or Utility Installations in,
              on or about the premises, or the Industrial Center, except for
              nonstructural alterations to the Premises not exceeding $2,500 in
              cumulative costs, during the term of this Lease.  In any event,
              whether or not in excess of $2,500 in cumulative cost, Lessee
              shall make no change or alteration to the exterior of the Premises
              nor the exterior of the Building not the Industrial Center without
              Lessor's prior written consent.  As used in this paragraph 7.3 the
              term "Utility Installation" shall mean carpeting, window
              coverings, air lines, power panels, electrical distribution
              systems, lighting fixtures, space heaters, air conditioning,
              plumbing, and fencing.  Lessor may require that Lessee remove any
              or all of said alterations, improvements, additions or Utility
              Installations at the expiration of the term, and restore the
              Premises and the Industrial Center to their prior condition.
              Lessor may require Lessee to provide Lessor, at Lessee's sole cost
              and expense, a lien and completion bond in an amount equal to one
              and one-half times the estimated cost of such improvements, to
              inure Lessor against any liability for mechanic's and
              materialmen's liens and to insure completion of the work.  Should
              Lessee make any alterations, improvements, additions or Utility
              Installations without the prior approval of Lessor, Lessor may, at
              any time during the term of this Lease, require that Lessee remove
              any or all of the same.

       (b)    Any alterations, improvement, additions or Utility Installations
              in or about the Premises or the Industrial Center that Lessee
              shall desire to make and which requires the consent of the Lessor
              shall be presented to Lessor in written form, with proposed
              detailed plans.  If Lessor shall give its consent, the consent
              shall be deemed conditioned upon Lessee acquiring a permit to do
              so from appropriate governmental agencies, the furnishing of a
              copy thereof to Lessor prior to the commencement of the work and
              the compliance by Lessee of all conditions of said permit in a
              prompt and expeditious manner.

       (c)    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 in the Premises, which claims are or may be secured by any
              mechanic's or materialmen's lien against the Premises, or the
              Industrial Center, or any interest therein.  Lessee shall give
              Lessor not less than ten (10) days' notice prior to the
              commencement of any work in the Premises, and Lessor shall have
              the right to post notices of non-responsibility in or on the
              Premises or the Building as provided by law.  If Lessee shall, in
              good faith contest the validity of any such lien, claim or demand,
              then Lessee shall, at its sole expense defend itself and Lessor
              against the same and shall pay and satisfy any such adverse
              judgement that may be rendered thereon before the enforcement
              thereof against the Lessor or the Premises or the Industrial

<PAGE>

              Center, upon the condition that if Lessor shall require, Lessee
              shall furnish to Lessor a surety bond satisfactory to Lessor in an
              amount equal to such contested lien claim or demand indemnifying
              Lessor against liability for the same and holding the Premises and
              the Industrial Center free from the effect of such lien or claim.
              In addition, Lessor may require Lessee to pay Lessor's attorneys
              fees and costs in participating in such action if Lessor shall
              decide it is to Lessor's best interest to do so.

       (d)    All alterations, improvements, additions and Utility Installations
              (whether or not such Utility Installations constitute trade
              fixtures of Lessee), which may be made on the Premises, shall be
              the property of Lessor and shall remain upon and be surrendered
              with the Premises at the expiration of the Lease term, unless
              Lessor requires their removal pursuant to paragraph 7.3(a).
              Notwithstanding the provisions of this paragraph 7.3(d).  Lessee's
              machinery and equipment, other than that which is affixed to the
              Premises so that it cannot be removed without material damaged to
              the Premises, and other than Utility Installations, shall remain
              the property of Lessee and may be removed by Lessee subject to the
              provision of paragraph 7.2.

7.4    UTILITY ADDITIONS.  Lessor reserves the right to install new or
       additional utility facilities throughout the Building and the Common
       Areas for the benefit of Lessor or Lessee, or any other lessee of the
       Industrial Center, including, but not by way of limitation, such
       utilities as plumbing, electrical systems, security systems,
       communication system, and fire protection and detection systems, so long
       as such installations do not unreasonably interfere with Lessee's use of
       the Premises.

8.     INSURANCE; INDEMNITY.

8.1    LIABILITY INSURANCE - LESSEE.
                                   See page 8 after article number 49

8.2    LIABILITY INSURANCE - LESSOR.  Lessor shall obtain and keep in force
       during the term of this Lease a policy of Combined Single Limit Bodily
       Injury and Property Damage Insurance, inuring Lessor, but not Lessee,
       against any liability arising out of the ownership, use occupancy or
       maintenance of the Industrial Center in an amount not less than
       $1,000,000 per occurrence.

8.3    PROPERTY INSURANCE.  Lessor shall obtain and keep in force during the
       term of this Lease a policy or policies of insurance coving loss or
       damage to the industrial Center improvements, but not Lessee's personal
       property, fixtures, equipment or tenant improvement, in an amount not to
       exceed the full replacement value thereof, as the same may exist from
       time to time, providing protection against all perils including within
       the classification of fire, extended coverage, vandalism, malicious
       mischief, flood (in the event same is required by a lender having a lien
       on the Premises) special extended perils ("all risk", as such term is
       used in the insurance industry), plate glass insurance and such other
       insurance as Lessor deems advisable.  In addition, Lessor shall obtain
       and keep in force, during the term of this Lease, a policy of rental
       value insurance covering a period of one year, with loss payable to
       Lessor, which insurance shall also cover all Operating expenses for said
       period.  In the event that the Premises shall suffer an insured loss as
       defined in paragraph 9.1(g) hereof, the deductible amounts under the
       casualty insurance policies relating to the Premises shall be paid by
       Lessee.

8.4    PAYMENT OF PREMIUM INCREASE.

       (a)    After the term of this Lease has commenced, Lessee shall not be
              responsible for paying Lessee's Share of any increase in the
              property insurance premium for the Industrial Center specified by
              Lessor's Insurance carrier as being caused by the use, acts or
              omissions of any other lessee of the Industrial Center, or by the
              nature of such other lessee's occupancy which create an
              extraordinary or unusual risk.

<PAGE>

       (b)    Lessee, however, shall pay the entirety of any increase in the
              property insurance premium for the Industrial Center over what is
              was immediately prior to the commencement of the term of this
              Lease if the increase is specified by Lessor's insurance carrier
              as being caused by the nature of Lessee's occupancy or any act of
              omission of Lessee.

8.5    INSURANCE POLICIES.  Insurance required hereunder shall be in companies
       holding a "General Policyholders Rating" of at least B plus, or such
       other rating as may be required by a lender having a lien on the
       Premises, as set forth in the most current issue of "Best's Insurance
       Guide."  Lessee shall not do or permit to be done anything which shall
       invalidate the insurance policies carried by Lessor.  Lessee shall
       deliver to Lessor copies of liability insurance policies required under
       paragraph 8.1 or certificates evidencing the existence and amounts of
       such insurance within seven (7) days after the commencement date of this
       Lease.  No such policy shall be cancellable or subject to reduction of
       coverage or other modification except after thirty (30) days prior
       written notice to Lessor.  Lessee shall, at least thirty (30) days prior
       to the expiration of such policies, furnish Lessor with renewals or
       "binders" thereof.

8.6    WAIVER OF SUBROGATION.  Lessee and Lessor each hereby release and relieve
       the other, and waive their entire right of recovery against the other for
       loss or damage arising out of or incident to the perils insured against
       which perils occur in, on or about the Premises, whether due to the
       negligence of Lessor or Lessee or their agents, employees, contractors
       and/or invitees.  Lessee and Lessor shall, upon obtaining the policies of
       insurance required give notice to the insurance carrier or carriers that
       the foregoing mutual waiver of subrogation is contained in this Lease.

8.7    INDEMNITY.  Lessee shall indemnify and hold harmless Lessor from and
       against any and all claims arising from Lessee's use of the Industrial
       Center, or from the conduct of Lessee's business or from any activity,
       work or things done, permitted or suffered by Lessee in or about the
       Premises or elsewhere and shall further indemnify and hold harmless
       Lessor from and against any and all claims arising from any breach or
       default in the performance of any obligation on Lessee's part to be
       performed under the terms of this Lease, or arising from any act or
       omission of Lessee, or  any of Lessee's agents, contractors, or
       employees, and from and against all costs, attorney's fee, expenses and
       liabilities incurred in the defense of any such claim or any action or
       proceeding brought thereon and in case any action or proceeding be
       brought against Lessor by reason of any such claim.  Lessee upon notice
       from Lessor shall defend the same at Lessee's expense by counsel
       reasonably satisfactory to Lessor and Lessor shall cooperate with Lessee
       in such defense.  Lessee, as a material part of the consideration to
       Lessor, hereby assumes all risk of damage to property of Lessee or injury
       to persons, in upon or about the Industrial Center arising from any cause
       and Lessee hereby waives all claims in respect thereof against Lessor.
       See Addendum.

8.8    EXEMPTION OF LESSOR FROM LIABILITY.  Lessee hereby agrees that Lessor
       shall not be liable for injury to Lessee's business or any loss of
       income therefrom or for damage to the goods, wares, merchandise or other
       property of Lessee, Lessee's employees, invitees, customers, or nay other
       person in or about the Premises or the Industrial Center, nor shall
       Lessor be liable for injury to the person of Lessee, Lessee's employees,
       agents or contractors, 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, sprinklers,
       wires, appliances, plumbing, air conditioning or lighting fixtures, or
       from any other cause, whether said damage or injury results from
       conditions arising upon the Premises or upon other portions of the
       Industrial Center, or from other sources or places and regardless of
       whether the cause of such damage or injury or the means of repairing the
       same is inaccessible to Lessee.  Lessor shall not be liable for any
       damages arising from any act or neglect of any other lessee, occupant or
       user of the Industrial Center, nor from the failure of Lessor to enforce
       the provisions of any other lease of the Industrial Center.

9.     DAMAGE OR DESTRUCTION.

9.1    DEFINITIONS

<PAGE>

       (a)    "Premises Partial Damage" shall mean if the Premises are damaged
              or destroyed to the extent that the cost of repair is less than
              fifty percent of he then replacement cost of the Premises.
       (b)    "Premises Total Destruction" shall mean if the Premises are
              damaged or destroyed to the extend that the cost of repair is
              fifty percent or more of the then replacement cost of the
              Premises.
       (c)    "Premises Building Partial Damage" shall mean if the Building of
              which the Premises are a part is damaged or destroyed to the
              extent that the cost to repair is less than fifty percent of the
              then replacement cost of the Building.
       (d)    "Premises Building Total Destruction" shall mean if the Building
              of which the Premises are a part is damaged or destroyed to the
              extent that the cost to repair is fifty percent or more of the
              then replacement cost of the Building.
       (e)    "Industrial Center Buildings" shall mean all of the buildings on
              the Industrial Center site.
       (f)    "Industrial Center Buildings Total Destruction" shall mean if the
              Industrial Center Buildings are damaged or destroyed to the extent
              that the cost of repair is fifty percent or more of the then
              replacement cost of the Industrial Center Buildings.
       (g)    "Insured Loss" shall mean damage or destruction which was covered
              by an event required to be covered by the insurance described in
              paragraph 8.  The fact that an insured Loss has a deductible
              amount shall not make the loss an uninsured loss.
       (h)    "Replacement Cost" shall mean the amount of money necessary to be
              spent in order to repair or rebuild the damaged area to the
              condition that existed immediately prior to the damaged occurring
              excluding all improvements made by lessees.

9.2    PREMISES PARTIAL DAMAGE; PREMISES BUILDING PARTIAL DAMAGE.

       (a)    Insured Loss:  Subject to the provisions of paragraphs 9.4 and
              9.5, if at any time during the term of this Lease there is damage
              which is an Insured Loss and which falls into the classification
              of either Premises Partial Damage or Premises Building Partial
              Damage then Lessor shall, at Lessor's expense, repair such damage
              to the Premises, but not Lessee's fixtures, equipment or tenant
              improvements, as soon as reasonably possible and this Lease shall
              continue in full force and effect.

       (b)    Uninsured Loss:  Subject to the provisions of paragraph 9.4 and
              9.5, if at any time during the term of this Lease there is damage
              which is not an Insured Loss and which falls within the
              classification of Premises Partial Damage or Premises Building
              Partial Damage, unless caused by a negligent or willful act of
              Lessee (in which event Lessee shall make the repairs at Lessee's
              expense), which damaged prevents Lessee from using the Premises,
              Lessor may at Lessor's option either (i) repair such damage as
              soon as reasonably possible at Lessor's expense, in which event
              this Lease shall continue in full force and effect, or (ii) give
              written notice to Lessee within thirty (30) days after the date of
              the occurrence of such damage of Lessor's intention to cancel and
              terminate this Lease as of the date of the occurrence of such
              damage.  In the event Lessor elects to give such notice of
              Lessor's intention to cancel and terminate the Lease, Lease shall
              have the right within ten (10) days after the receipt of such
              notice to give written notice to Lessor of Lessee's intention to
              repair such damage at Lessee's expense, without reimbursement from
              Lessor, in which event this Lease shall continue in full force and
              effect, and Lessee shall proceed to make such repairs as soon as
              reasonably possible.  If Lessee does not give such notice within
              such 10-day period this Lease shall be cancelled and terminated as
              of the date of occurrence of such damage.

9.3    PREMISES TOTAL DESTRUCTION; PREMISES BUILDING TOTAL DESTRUCTION;
       INDUSTRIAL CENTER BUILDINGS TOTAL DESTRUCTION.

       (a)    Subject to the provisions of paragraphs 9.4 and 9.5, if at any
              term during the term of this Lease there is damage, whether or not
              it is an Insured Loss, and which falls into the classifications of
              either (i) Premises Total Destruction, or (ii) Premises Building
              Total Destruction, or (iii) Industrial Center Buildings Total
              Destruction, then Lessor may at Lessor's option either (i) repair
              such damage or destruction, but not Lessee's fixtures,

<PAGE>

              equipment or tenant improvements, as soon as reasonably possible
              at Lessor's expense, and this Lease shall continue in full force
              and effect, or (ii) give written notice to Lessee within thirty
              (30) days after the date of occurrence of such damage of Lessor's
              intention to cancel and terminate this Lease, in which case this
              Lease shall be cancelled and terminated as of the date of
              occurrence of such damage.

9.4    DAMAGE NEAR END OF TERM.

       (a)    Subject to paragraph 9.4(b),  if at any time during the last six
              months of the term of this Lease there is substantial damage,
              whether or not an insured Loss, which falls within the
              classification of Premises Partial Damage.  Lessor may at Lessor's
              option cancel and terminate this Lease as of the date of
              occurrence of such damage by giving written notice to Lessee of
              Lessor's election to do so within 30 days after the date of
              occurrence of such damage.
       (b)    Notwithstanding paragraph 9.4 (a), in the event that Lessee has an
              option to extend or renew this Lease, and the time within which
              said option may be exercised has not yet expired, Lessee shall
              exercise such option, if it is to be exercised at all, no later
              than twenty (20) days after the occurrence of an Insured Loss
              falling within the classification of Premises Partial Damage
              during the last six months of the term of this Lease.  If
              Lessee duly exercises such option during said twenty (20) day
              period, Lessor shall, at Lessor's expense, repair such damage,
              but not Lessee's fixtures, equipment or tenant improvements, as
              soon as reasonably possible and this Lease shall continue in
              full force and effect.  If Lessee fails to exercise such option
              during said twenty (20) day period, then Lessor may at Lessor's
              option terminate and cancel this Lease as of the expiration of
              said twenty (20) day period by giving written notice to Lessee
              of Lessor's election to do so within ten (10) days after the
              expiration of said twenty (20) day period, notwithstanding any
              term or provision in the grant of option to the contrary.

9.5    ABATEMENT OF RENT; LESSEE'S REMEDIES.

       (a)    In the event Lessor repairs or restores the Premises pursuant to
              the provisions of this paragraph 9, the rent payable hereunder for
              the period during which such damage, repair or restoration
              continues shall be abated in proportion to the degree to which
              Lessee's use of the Premises is impaired.  Except for abatement of
              rent, if any, Lessee shall have no claim against Lessor for any
              damage suffered by reason of any such damage, destruction, repair
              or restoration.
       (b)    If Lessor shall be obligated to repair or restore the Premises
              under the provisions of this paragraph 9 and shall not commence
              such repair or restoration within ninety (90) days after such
              obligation shall accrue, Lessee may at Lessee's option cancel and
              terminate this Lease by giving Lessor written notice of Lessee's
              election to do so at any time prior to the commencement of such
              repair or restoration.  In such event this Lease shall terminate
              as of the date of such notice.

9.6    TERMINATION - ADVANCE PAYMENTS.  Upon termination of this Lease pursuant
       to this paragraph 9, an equitable adjustment shall be made concerning
       advance rent and any advance payment made by Lessee to Lessor.  Lessor
       shall, in addition, return to Lessee so much of Lessee's security deposit
       as has not theretofore been applied by Lessor.

9.7    WAIVER.  Lessor and Lessee waive the provisions of any statute which
       relate to termination of leases when leased property is destroyed and
       agree that such event shall be governed by the terms of this Lease.

10.    REAL PROPERTY TAXES.


<PAGE>

10.1   PAYMENT OF TAXES.  Lessor shall pay the real property tax, as defined in
       paragraph 10.3, applicable to the Industrial Center subject to
       reimbursement by Lessee of Lessee's Share of such taxes in accordance
       with the provisions of paragraph 4.2, except as other wise provide in
       paragraph 10.2.

10.2   ADDITIONAL IMPROVEMENTS.  Lessee shall not be responsible for paying
       Lessee's Share of any increase in real property tax specified in the tax
       assessor's records and work sheets as being caused by additional
       improvements placed upon the Industrial Center by other Lessees or by
       Lessor for the exclusive enjoyment of such other lessees.  Lessee shall,
       however, pay to Lessor at the time that Operating Expenses are payable
       under paragraph 4.2 (c) the entirety of any increase in real property tax
       if assessed solely by reason of additional improvements placed upon the
       Premises by Lessee or at Lessee's request.

10.3   DEFINITION OF "REAL PROPERTY TAX."  As used herein, the term "real
       property tax" shall include any form of real estate tax or assessment,
       general, special, ordinary or extraordinary, and any license fee,
       commercial rental tax, improvement bond or bonds, levy or tax (other than
       inheritance, personal income or estate taxes) imposed on the Industrial
       Center or any portion thereof by any authority having the direct or
       indirect power to tax, including any city, county, state or federal
       government, or any school, agricultural, sanitary, fire, street, drainage
       or other improvement district thereof, as against any legal or equitable
       interest of Lessor in the Industrial Center or in any portion thereof, as
       against Lessor's right to rent or other income therefrom, and as against
       Lessor's business of leasing the Industrial Center.  The term "real
       property tax" shall also include any tax, fee, levy, assessment or charge
       (i) in substitution of, partially or totally, any tax, fee levy,
       assessment or charge hereinabove included within the definition of "real
       property tax," or (ii) the nature of which was hereinbefore included
       within the definition of "real property tax," or (iii) which is imposed
       for a service or right not charge prior to June 1, 1978, or, if
       previously charged, has been increased since June 1, 1078, or (iv) which
       is imposed as a result of a transfer, either partial or total, of
       Lessor's interest in the Industrial Center or which is added to a tax or
       charge hereinbefore included within the definition of real property tax
       by reason of such transfer, or (v) which is imposed by reason of this
       transaction, any modifications or changes hereto , or any transfers
       hereof.

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

10.5   PERSONAL PROPERTY TAXES.

       (a)    Lessee shall pay prior to delinquency all taxes assessed against
              and levied upon trade fixtures, furnishings, equipment and all
              other personal property of Lessee contained in the premises or
              else where.  When possible, Lessee shall cause said trade
              fixtures, furnishings, equipment and all other personal property
              to be assessed and billed separately from the real property of
              Lessor.

       (b)    If any of Lessee's said personal property shall be assessed with
              Lessor's real property, Lessee shall pay to Lessor the taxes
              attributable to Lessee within ten (10) 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 and other utilities and services supplied to the Premises,
       together with any taxes thereon.  If any such services are not separately
       metered to the Premises, lessee shall pay at Lessor's option, either
       Lessee's Share or a reasonable proportion to be determined by Lessor of
       all charges jointly metered with other premises in the Building.


<PAGE>

12.    ASSIGNMENT AND SUBLETTING.

12.1   LESSOR'S CONSENT REQUIRED.  Lessee shall not voluntarily or by operation
       of law assign, transfer, mortgage, sublet, or otherwise transfer or
       encumber all or any part of Lessee's interest in the Lease or in the
       Premises, without Lessor's prior written consent, which Lessor shall not
       unreasonably withhold.  Lessor shall respond to Lessee's request for
       consent hereunder in a timely manner and any attempted assignment,
       transfer mortgage, encumbrance or subletting without such consent shall
       be void, and shall constitute a breach of this Lease without the need for
       notice to Lessee under paragraph 13.1.  See Addendum for additional
       terms.


12.3   TERMS AND CONDITIONS OF ASSIGNMENT. Regardless of Lessor's consent, no
       assignment shall release Lessee of Lessee's obligations hereunder or
       alter the primary liability of Lessee to pay the Base Rent and Lessee's
       Share of Operating Expenses, and to perform all other obligations to be
       performed by Lessee hereunder. Lessor may accept rent from any person
       other than the Lessee pending approval or disapproval of such assignment.
       Neither a delay in the approval or disapproval of such assignment nor the
       acceptance of rent shall constitute a waiver or estoppel of Lessor's
       right to exercise its remedies for the breach of any of the terms or
       conditions of this paragraph 12 or this Lease. Consent to one assignment
       shall not be deemed consent to any subsequent assignment. In the event of
       default by any assignee of Lessee or any successor of Lessee, in the
       performance of any of the terms hereof, Lessor may proceed directly
       against Lessee without the necessity of exhausting remedies against said
       assignee. Lessor may consent to subsequent assignments of this Lease or
       amendments or modifications to this Lease with assignees of Lessee,
       without notifying Lessee, or any successor of Lessee, and without
       obtaining its or their consent thereto and such action shall not relieve
       Lessee of liability under this Lease.

12.4   TERMS AND CONDITIONS APPLICABLE TO SUBLETTING. Regardless of Lessor's
       consent, the following terms and conditions shall apply to any subletting
       by Lessee of all or part of the premises and shall be included in the
       subleases:

       (a)    Lessee hereby assigns and transfers to Lessor all of Lessee's
              interests in all rentals and income arising from any sublease
              heretofore or hereafter made by Lessee, and Lessor may collect
              such rent and income and apply same toward Lessee's obligations
              under this Lease; provided, however, that until a default shall
              occur in the performance of Lessee's obligations under this Lease,
              Lessee may receive, collect and enjoy the rents accruing under
              such a sublease. Lessor shall not, by reason of this or any other
              assignment of such sublease to Lessor nor by reason of the
              collection of the rents from a sublessee, be deemed liable to the
              sublessee for any failure of Lessee to perform and comply with any
              of Lessee's obligations to such sublessee under such sublease.
              Lessee hereby irrevocably authorizes and directs any such
              sublease, upon a written notice from Lessor stating that a default
              exists in the performance of Lessee's obligations under this
              Lease, to pay Lessor the rents due and to become due under the
              sublease. Lessee agrees that such sublessee shall have the right
              to rely upon any such statement and request from Lessor, and that
              such sublessee shall pay such rents to Lessor without any
              obligation or right to inquire as to whether such default exists
              and notwithstanding any notice from or claim from Lessee to the
              contrary. Lessee shall have no right or claim against such
              sublessee or Lessor for any such rents so paid by said sublessee
              to Lessor.

       (b)    No sublease entered into by Lessee shall be effective unless and
              until it has been approved in writing by Lessor. In entering into
              any sublease, Lessee shall use only such form of sublease as is
              satisfactory to Lessor, and once approved by Lessor, such sublease
              shall not be changed or modified without Lessor's prior written
              consent. Any sublease shall, by reason of entering into a sublease
              under this Lease, be deemed, for the benefit of the Lessor, to
              have assumed and agreed to conform and comply with each and every
              obligation herein to be performed by Lessee other than such
              obligations as are contrary to or inconsistent with provisions
              contained in a sublease to which Lessor has expressly consented in
              writing.


<PAGE>

       (c)    If Lessee's obligations under this Lease have been guaranteed by
              third parties, then a sublease, and Lessor's consent thereto,
              shall not be effective unless said guarantors give their written
              consent to such sublease and the terms thereof.

       (d)    The consent by Lessor to any subletting shall not release Lessee
              from its obligations or alter the primary liability of Lessee to
              pay the rent and perform and comply with all of the obligations of
              Lessee to be performed under this Lease.

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

       (f)    In the event of any default under this Lease, Lessor may proceed
              directly against Lessee, any guarantors or any one else
              responsible for the performance of this Lease, including the
              sublessee, without first exhausting Lessor's remedies against any
              other person or entity responsible therefore to Lessor, or any
              security held by Lessor or Lessee.

       (g)    In the event Lessee shall default in the performance of its
              obligations under this Lease, Lessor, at its option and without
              any obligation to do so, may require any sublessee to attorn to
              Lessor, in which event Lessor shall undertake the obligations of
              Lessee under such sublease from the time of the exercisr of said
              option to the termination of such sublease; provided, however,
              Lessor shall not be liable for any prepaid rents or security
              deposit paid by such sublessee to Lessee or for any other prior
              defaults of Lessee under such sublease.

       (h)    Each and every consent required of Lessee under a sublease shall
              also require the consent of Lessor.

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

       (j)    Lessor's written consent to any subletting of the Premises by
              Lessee shall not constitute an acknowledgement that no default
              then exists under this Lease of the obligations to be performed by
              Lessee nor shall such consent be deemed a waiver of any then
              existing default, except as may be otherwise stated by Lessor at
              the time.

       (k)    With respect to any subletting to which Lessor has consented,
              Lessor agrees to deliver a copy of any notice of default by Lessee
              to the sublessee. Such sublessee shall have the right to cure a
              default of Lessee within ten (10) days after service of said
              notice of default upon such sublessee, and the sublessee shall
              have a right of reimbursement and offset from and against Lessee
              for any such defaults cured by the sublessee.

12.5   ATTORNEY'S FEES. In the event Lessee shall assign or sublet the Premises
       or request the consent of Lessor to any assignment or subletting or if
       Lessee shall request the consent of Lessor for any act Lessee proposes
       to do then Lessee shall pay Lessor's reasonable attorneys fees incurred
       in connection therewith, such attorneys fees not to exceed $350.00 for
       each subsequent request.

13.    DEFAULT; REMEDIES.

       13.1    DEFAULT. The occurrence of any one or more of the following
       events shall constitute a material default of this Lease by Lessee:

              (a)    The vacating or abandonment of the Premises by Lessee.


<PAGE>

              (b)    The failure by Lessee to make any payment of rent or any
                     other payment required to be made by Lessee hereunder, as
                     and when due, where such failure shall continue for a
                     period of three (3) days after written notice thereof from
                     Lessor to Lessee. In the even that Lessor serves Lessee
                     with a Notice to Pay Rent or Quite pursuant to applicable
                     Unlawful Detainer statutes such Notice to Pay Rent or Quit
                     shall also constitute the notice required by this
                     subparagraph.
              (c)    Except as otherwise provided in this Lease, the failure by
                     Lessee to observe or perform any of the covenants,
                     conditions or provisions of this Lease to be observed or
                     performed by Lessee, other than described in paragraph (b)
                     above, where such failure shall continue for a period of
                     thirty (30) days after written notice thereof from Lessor
                     to Lessee; provided, however that if the nature of Lessee's
                     noncompliance is such that more than thirty (30) days are
                     reasonably required for its cure, then Lessee shall not be
                     deemed to be in default if Lessee commenced such cure
                     within said thirty (30) day period and thereafter
                     diligently prosecutes such cure to completion. To the
                     extent permitted by law, such thirty (30) day notice shall
                     constitute the sole and exclusive notice required to be
                     given to Lessee under applicable Unlawful Detainer
                     statutes.
              (d)    (i) The making by Lessee of any general arrangement or
                     general assignment for the benefit of creditors; (ii)
                     Lessee becomes a "debtor" as defined in 11 U.S.C. Section
                     101 or any successor statute thereto (unless, in the case
                     of a petition filed against Lessee, the same is dismissed
                     within sixty (60) days) (iii) the appointment of a trustee
                     or receiver to take possession of substantially all of
                     Lessee's assets located at the Premises or of Lessee's
                     interest in this Lease, where possession is not restored to
                     Lessee within thirty (30) days; or (iv) the attachment,
                     execution or other judicial seizure of substantially all of
                     Lessee's assets located at the Premises or of Lessee's
                     interest in this Lease, where such seizure is not
                     discharged within thirty (30) days. In the event that any
                     provision of this paragraph 13.1 (d) is contrary to any
                     applicable law, such provision shall be of no force or
                     effect.
              (e)    The discovery by Lessor that any financial statement given
                     to Lessor by Lessee, any assignee of Lessee, any subtenant
                     of Lessee, any successor in interest of Lessee or any
                     guarantor of Lessee's obligation hereunder, was materially
                     false. See addendum.

13.2   REMEDIES. In the event of any such material default by Lessee, Lessor
       may at any time thereafter, with or without notice or demand and without
       limiting Lessor in the exercise of any right or remedy which Lessor may
       have by reason of such default:

              (a)    Terminate Lessee's right to possession of the Premises by
                     any lawful means, in which case this Lease and the term
                     hereof shall terminate and Lessee shall immediately
                     surrender possession of the Premises to Lessor. In such
                     event Lessor shall be entitled to recover from Lessee all
                     damages incurred by Lessor by reason of Lessee's default
                     including, but not limited to, the cost of recovering the
                     Premises; expenses of reletting, including necessary
                     renovation and alteration of the Premises, reasonable
                     attorney's fees, and any real estate commission actually
                     paid; the worth at the time of award by the court having
                     jurisdiction thereof of the amount by which the unpaid rent
                     for the balance of the term after the time of such award
                     exceeds the amount of such rental loss for the same period
                     that Lessee proves could be reasonably avoided; that
                     portion of the leasing commission paid by Lessor pursuant
                     to paragraph 15 applicable to the unexpired terms of this
                     Lease.
              (b)    Maintain Lessee's right to possession in which case this
                     Lease shall continue in effect whether or not Lessee shall
                     have vacated or abandoned the Premises. In such event
                     Lessor shall be entitled to enforce all of Lessor's rights
                     and remedies under this lease, including the right to
                     recover rent as it becomes due hereunder.


<PAGE>

              (c)    Persue any other remedy now or hereafter available to
                     Lessor under the laws or judicial decisions of the state
                     wherein the Premises are located. Unpaid installments of
                     rent and other unpaid monetary obligations of Lessee under
                     the terms of this Lease shall bear interest from the date
                     due at the maximum rate then allowable by
                     law. Lessor's remedies shall include the relief set forth
                     in Section 1951.2 of the California Civil Code.


13.3   DEFAULT BY LESSOR. Lessor shall not be in default unless Lessor fails to
       perform obligations required of Lessor within a reasonable time, but in
       no event later than thirty (30) days after written notice by Lessee to
       Lessor and to the holder of any first mortgage or deed of trust covering
       the Premises whose name and address shall have theretofore been furnished
       to Lessee in writing, specifying wherein Lessor has failed to perform
       such obligation; provided, however, that if the nature of Lessor's
       obligation is such that more than thirty (30) days are required for
       performance then Lessor shall not be in default if Lessor commences
       performance within such thirty (30) day period and thereafter diligently
       prosecutes the same to completion.

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

14.    CONDEMNATION. If the Premises or any portion thereof or the Industrial
       Center are taken under the power of eminent domain, or sold under the
       threat of the exercise of said power (all of which are herein called
       "condemnation"), this Lease shall terminate as to the part so taken as of
       the date the condemning authority takes title or possession, whichever
       first occurs. If more than ten percent of the floor area of the
       Premises, or more than twenty-five percent of that portion of the
       Common Areas designated as parking for the Industrial Center is taken by
       condemnation, Lessee may, at Lessee's option, to be exercised in writing
       only within ten (10) days after Lessor shall be given Lessee written
       notice of such taking (or in the absence of such notice, within ten
       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 rent shall be reduced
       in the proportion that the floor area of the Premises taken bears to the
       total floor area of the Premises. No reduction of rent shall occur if the
       only area taken is that which does not have the Premises located thereon.
       Any award for the taking of all or any part of the Premises under the
       power of eminent domain or any payment made under threat of the exercise
       of such power shall be the property of Lessor, whether such award shall
       be made as compensation for diminution in value of the leasehold or for
       the taking of the fee, or as severance damages; provided, however, that
       Lessee shall be entitled to any award for loss of or damage to Lessee's
       trade fixtures and removable personal property. In the event that this
       lease is not terminated by reason of such condemnation, Lessor shall to
       the extent of severance damages received by Lessor in connection with
       such condemnation, repair any damage to the Premises caused by such
       condemnation except to the extent that Lessee has been reimbursed
       therefore by the condemning authority. Lessee shall pay any amount in
       excess of such severance damages required to complete such repair.


<PAGE>

15.    BROKER'S FEE.

(a)    Upon execution of this Lease by both parties, Lessor shall pay to
       Pacifica Commercial Realty Licensed real estate broker(s), a fee as set
       forth in a separate agreement between Lessor and said broker(s), the sum
       of $3,832.40, for brokerage services rendered by said broker(s) to Lessor
       in this transaction.
(b)    Lessor agrees to pay said fee not only on behalf of Lessor but also on
       behalf of any person, corporation, association, or other entity having an
       ownership interest in said real property or any part thereof, when such
       fee is due hereunder. Any transferee of Lessor's interests in this Lease,
       whether such transfer is by agreement or by operation of law, shall be
       deemed to have assumed Lessor's obligation under this paragraph 15. Said
       broker shall be a third party beneficiary of the provisions of this
       paragraph 15.

16.    ESTOPPEL CERTIFICATE.

(a) Each party (as "responding party") shall at any time upon not less than
    ten (10) days' prior written notice from the other party ("requesting
    party") execute, acknowledge and deliver to the requesting party a
    statement in writing (i) certifying that this Lease is unmodified and in
    full force and effect (or, if modified, stating the nature of such
    modification and certifying that this Lease, as so modified, is in full
    force and effect) and the date to which the rent and other charges are
    paid in advance, if any, and (ii) acknowledging that there are not, to
    the responding party's knowledge, any uncured defaults on the part of the
    requesting party, or specifying such defaults if they are claimed. Any
    such statement may be conclusively relied upon by any prospective
    purchaser or encumbrancer of the Premises or of the business of the
    requesting party.

(b) At the requesting party's option, the failure to deliver such statement
    within such time shall be a material default of this Lease by the party
    who is to respond, without any further notice to such party, or it shall
    be conclusive upon such party that (i) this 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.

(c) If Lessor desires to finance, refinance, or sell the Property, or any
    part thereof, Lessee hereby agrees to deliver to any lender or purchaser
    designated by Lessor such financial statementsof Lessee as may be
    reasonably required by such lender or purchaser. Such statements shall
    include the past three (3) years' financial statements of Lessee. All
    such financial statements shall be received by Lessor and such lender or
    purchaser in confidence and shall be used only for the purposes herein
    set forth.

17.    LESSOR'S LIABILITY. The term "Lessor" as used herein shall mean only the
       owner or owners, at the time in question, of the fee title or a lessee's
       interest in a ground lease of the Industrial Center, and except as
       expressly provided in paragraph 15, in the event if any transfer of such
       title or interest, Lessor herein named (and in case of any subsequent
       transfers then the grantor) shall be relieved from and after the date of
       such transfer of all liability as respects Lessor's obligations
       thereafter to be performed, provided that any fundsin the hands of the
       Lessor or the then grantor at the time of such transfer, in which Lessee
       has an interest, shall be delivered to the grantee. The obligations
       contained in this Lease to be performed by Lessor shall, subject as
       aforesaid, be binding on Lessor's successors and assigns, only during
       their respective periods of ownership.

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

19.    INTEREST ON PAST-DUE OBLIGATIONS. Except as expressly herein provided,
       any amount due to Lessor not paid when due shall bear interest at the
       maximum rate then allowable by law from the date due. Payment of such
       interest shall nor excuse or cure any default by Lessee under this Lease;
       provided, however, that interest shall not be payable on late charges
       incurred by Lessee nor on any amounts upon which late charges are paid by
       Lessee.


<PAGE>

20.    TIME OF ESSENCE. Time is of the essence with respect to the obligations
       to be performed under this Lease.

21.    ADDITIONAL RENT. All monetary obligations of Lessee to Lessor under the
       terms of this Lease, included but not limited to Lessee's Share of
       Operating Expenses and insurance and tax expenses payable shall be deemed
       to be rent.

22.    INCORPORATION OF PRIOR AGREEMENTS; AMENDMENTS. This Lease contains all
       agreements of the parties with respect to any matter mentioned herein. No
       prior or contemporaneous agreement or understanding pertaining to any
       such matter shall be effective. This lease may be modified in writing
       only, signed by the parties in interest at the time of the modification.
       Except as otherwise stated in this Lease, Lessee hereby acknowledges that
       neither the real estate broker listed in paragraph 15 hereof nor any
       cooperating broker on this transaction nor the Lessor or any employee or
       agents of any said persons has made any oral or written warranties or
       representations to Lessee relative to the condition or use by Lessee of
       the Premises or the Property and Lessee acknowledges that Lessee assumes
       all responsibility regarding the Occupational Safety Health Act, the
       legal use and adaptability of the Premises and the compliance thereof
       with all applicable laws and regulations in effect during the term of
       this Lease except as otherwise specifically stated in this Lease.

23.    NOTICES. Any notice required or permitted to be given hereunder shall be
       in writing and may be given by personal delivery or by certified mail,
       and if given personally or by mail, shall be deemed sufficiently given if
       addressed to Lessee or to Lessor at the address noted below the signature
       of the respective parties, as the case may be. Either party may by notice
       to the other specify a different address for notice purposes. A copy of
       all notices required or permitted to be given to Lessor hereunder shall
       be concurrently transmitted to such party or parties at such addresses as
       Lessor may from time to time hereafter designate by notice to Lessee.

24.    WAIVERS. No waiver by Lessor or any provision hereof shall be deemed a
       waiver of any other provision. 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 act by Lessee. The acceptance of
       rent hereunder by Lessor shall not be a waiver of any preceding breach by
       Lessee of any provision hereof, other than the failure of Lessee to pay
       the particular rent so accepted, regardless of Lessor's knowledge of such
       preceding breach at the time of acceptance of such rent.

25.    RECORDING. Either Lessor or Lessee shall, upon request of the other,
       execute, acknowledge and deliver to the other a "short form" memorandum
       of this lease for recording purposes.

26.    HOLDING OVER. If Lessee, with Lessor's consent, remains in possession of
       the Premises or any part thereof after the expiration of the term hereof,
       such occupancy shall be a tenancy from month to month upon all the
       provisions of this Lease pertaining to the obligations of Lessee, but all
       Options, if any, granted under the terms of this Lease shall be deemed
       terminated and be of no further effect during said month to month
       tenancy.


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.  Each provision of this Lease performable by
       Lessee shall be deemed both a covenant and a condition.

29.    BINDING EFFECT; CHOICE OF LAW. Subject to any provisions hereof
       restricting assignment or subletting by Lessee and subject to the
       provisions of paragraph 17, this Lease shall bind the parties, their
       personal representatives, successors and assign.  This Lease shall be
       governed by the laws of the State where the Industrial Center is located
       and any litigation concerning this Lease


<PAGE>

       between the parties hereto shall be initiated in the country in which
       the Industrial Center is located.

30.    SUBORDINATION.

       (a)    This Lease, and any Option granted hereby, at Lessor's option,
              shall be subordinate to any ground lease, mortgage, deed or trust,
              or any other hypothecation or security now or hereafter placed
              upon the Industrial Center and to any and all advances made on the
              security thereof and to all renewals, modifications,
              consolidations, replacements and extensions thereof.
              Notwithstanding such subordination. Lessee's right to quiet
              possession of the Premises shall not be disturbed if Lessee is not
              in default and so long as Lessee shall pay the rent and observe
              and perform all of the provisions of this Lease, unless this Lease
              is otherwise terminated pursuant to its terms.  If any mortgagee,
              trustee or ground lessor shall elect to have this Lease and any
              Options granted hereby prior to the lien of its mortgage, deed of
              trust or ground lease, and shall give written notice thereof to
              Lessee, this Lease and such Options shall be deemed prior to such
              mortgage, deed of trust or ground lease, whether this lease or
              such Options are dated prior or subsequent to the date of said
              mortgage, deed of trust or ground lease or the date of recording
              thereof.

       (b)    Lessee agrees to execute any documents required to effectuate an
              attornment, a subordination or to make this Lease or any Option
              granted herein prior to the lien of any mortgage, deed of trust or
              ground lease, as the case may be.  Lessee's failure to execute
              such documents within ten (10) days after written demand shall
              constitute a material default by Lessee hereunder without further
              notice to Lessee or, at Lessor's option.  Lessor shall execute
              such documents on behalf of Lessee, as Lessee's attorney-in-fact.
              Lessee does hereby make, constitute and irrevocably appoint Lessor
              as Lessee's attorney-in-fact and in Lessee's name, place and
              stead, to execute such documents in accordance with this paragraph
              30(b).

31.    ATTORNEY'S FEES.  If either party or the broker(s) named herein bring an
       action to enforce the terms hereof or declare rights hereunder, the
       prevailing party in any such action, on trial or appeal, shall be
       entitled to his reasonable attorney's fees to be paid by the losing party
       as fixed by the court.  The provisions of this paragraph shall inure to
       the benefit of the broker named herein who seeks to enforce a right
       hereunder.

32.    LESSOR'S ACCESS.  Lessor and Lessor's agents shall have the right to
       enter the Premises at reasonable times for the purpose of inspecting the
       same, showing the same to prospective purchasers, lenders, or lessees,
       and making such alternations, repairs, improvements or additional to the
       Premises or to the building of which they are part of Lessor may deem
       necessary or desirable.  Lessor may at any time place on or about the
       Premises or the Building any ordinary "For Sale" signs and Lessor may at
       any time during the last 120 days of the term hereof place on or about
       the Premises any ordinary "For lease" signs.  All activities of Lessor
       pursuant to this paragraph shall be without abatement of rent, nor shall
       Lessor have any liability to Lessee for the same.

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

34.    SIGNS.  Lessee shall not place any sign upon the Premises or the
       Industrial Center without Lessor's prior written consent.  Under no
       circumstances shall Lessee place a sign on any roof of the Industrial
       Center.


<PAGE>

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

36.    CONSENTS.  Except paragraph 33 hereof, wherever in this Lease the consent
       of one party is required to an act of the other party such consent shall
       not be unreasonably withhold or delayed.

37.    GUARANTOR.  In the event that there is a guarantor of this Lease, said
       guarantor shall have the same obligations as Lessee under this Lease.

38.    QUIET POSSESSION.  Upon Lessee paying the rent for the Premises and
       observing the performing all of the covenants, conditions and provisions
       on Lessee's part to be observed and performed hereunder, Lessee shall
       have quiet possession of the Premises for the entire term hereof subject
       to all of the provisions of this Lease.  The individuals executing this
       Lease on behalf of Lessor represent and warrant to Lessee that they are
       fully authorized the legally capable of executing this Lease on behalf of
       Lessor and that such execution is binding upon all parties holding an
       ownership interest in the Property.

39.    OPTIONS.

39.1   DEFINITION.  As used in this paragraph the work "Option" has the
       following meaning:  (1) the right or option to extend the term of this
       Lease or to renew this Lease or to extend or renew any lease that Lessee
       has on other property of Lessor; (2) the option or right of first refusal
       to lease the Premises or the right of first offer to lease the Premises
       or the right of first refusal to lease other space within the Industrial
       Center or other property of Lessor or the right of first offer to lease
       other space within the Industrial Center or other property of Lessor; (3)
       the right or option to purchase the Premises or the Industrial Center, or
       the right of first refusal to purchase the Premises or the Industrial
       Center, or the right of first offer to purchase the Premises or the
       Industrial Center, or the right or option to purchase other property of
       Lessor, or the right of first refusal to purchase other property of
       Lessor of the right of first offer to purchase other  property of Lessor.

39.2   OPTIONS PERSONAL.  Each Option granted to Lessee in this Lease is
       personal to the original Lessee and may be exercised only by the original
       Lessee while occupying the Premises who does so without the intent of
       thereafter assigning this Lease or subletting the Premises or any portion
       thereof, and may not be exercised or be assigned, voluntarily or
       involuntarily, by or to any Lessee Affiliate as defined in paragraph 12.2
       of this lease.  The Options, if any, herein granted to Lessee are not
       assignable separate and apart from this Lease, nor may any Option be
       separated from this Lease in any manner, either by reservation or
       otherwise.

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 option to extend or review this Lease has been so exercised.


39.4   EFFECT OF DEFAULT ON OPTIONS.

       (a)    Lessee Shall have no right to exercise an Option, notwithstanding
              any provision in the grant of Option to the contrary, (i) during
              the time commencing from the date Lessor gives to Lessee a notice
              of default pursuant to paragraph 13.1(b) or 13.1(c) and continuing
              until the noncompliance alleged in said notice of default is
              cured, or (ii) during the period of time commencing on the date
              after a monetary obligation to Lessor is due from Lessee and
              unpaid (without any necessity for notice thereof to Lessee) and
              continuing until the obligation is paid, or (iii) at any time
              after an event of default described in paragraphs 13.1 (d), or
              13.1(e) (without any necessity of Lessor to give



<PAGE>

              notice of such default to Lessee), nor (iv) in the event that
              lessor has given to Lessee three or more notices of default
              under  paragraph 13.1(b), or paragraph 13.1(c), whether or not
              the defaults are cured, during the 12 month period of time
              immediately prior to the time that Lessee attempts to exercise
              the subject 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)    All rights of Lessee under the provisions of an Option shall
              terminate and be of no further force or effect, notwithstanding
              Lessee's due and timely exercise of the Option, if, after such
              exercise and during the term of this Lease, (i) Lessee fails to
              pay to Lessor a monetary obligation of Lessee for a period of
              thirty (30) days after such obligation becomes due (without any
              necessity of Lessor to give notice thereof to Lessee), or (ii)
              Lessee fails to commence to cure a default specified in paragraph
              13.1(c)  within thirty(30) days after the date that lessor gives
              notice to Lessee of such default and/or Lessee fails thereafter to
              diligently prosecute said cure to completion, or (iii) Lessee
              commits a default described in paragraph 13.1(a), 13.1(d) or 13.1
              (e) (without any necessity of Lessor to give notice of such
              default to Lessee), or (iv) Lessor gives to Lessee three or more
              notices of default under paragraph 13.1(b), or paragraph 13.1 (c),
              whether or not the defaults are cured.

40.    SECURITIES MEASURES. Lessee hereby acknowledges that Lessor shall have no
       obligation whatsoever to provide guard service or other security measures
       for the benefit of the Premises or the Industrial Center.  Lessee assumes
       all responsibility for the protection of Lessee, its agents, and invitees
       and the property of Lessee and of Lessee's agents and invitees from acts
       of third parties.  Nothing herein contained shall prevent Lessor, at
       lessor's sole option, from providing security protection for the
       Industrial Center or any part thereof, in which event the cost thereof,
       in which event the cost thereof shall be included within the definition
       of Operating Expenses, as set forth in paragraph 4.2(b).

41.    EASEMENTS. Lessor reserves to itself the right, from time to time, to
       grant such easements, rights and dedications that Lessor deems necessary
       or desirable, and to cause the recordation of Parcel Maps and
       restrictions, so long as such easements, rights, dedications, Maps and
       restrictions do not unreasonably interfere with the use of the Premises
       by Lessee.  Lessee shall sign any of the aforementioned documents upon
       request of Lessor and failure to do so shall constitute a material
       default of this Lease by Lessee without the need for further notice to
       Lessee.

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 the
       recovery of such sum.  If it shall be adjudged that there was no legal
       obligation on the part of said party to pay such sum or any part thereof,
       said party shall be entitled to recover such sum or so much thereof as it
       was not legally required to pay under the provisions of this Lease.

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

44.    CONFLICT.  Any conflict between the printed provisions of this Lease and
       the typewritten or handwritten provision, if any, shall be controlled by
       the typewritten or handwritten provisions.



<PAGE>

45.    OFFER.  Preparation of this Lease by Lessor or Lessor's agent and
       submission of same to Lessee shall not be deemed an offer to lease.  This
       Lease shall become binding upon Lessor and Lessee only when fully
       executed by Lessor and Lessee.

46.    ADDENDUM.  Attached hereto is an addendum or addenda containing
       paragraphs A through H which constitue a part of this Lease.

47.    MODIFICATION FOR LENDER.  If in connection with obtaining financing for
       the building, the Lender shall request reasonable modifications in this
       Lease as a condition to such financing, Lessee will not unreasonably
       withhold, delay, or defer its consent thereto, provided that such
       modifications do not increase the obligations of Lessee hereunder or
       materially adverse affect the leasehold interest hereby created.

48.    LESSOR OPTION TO RELOCATE LESSEE.  At any time after Lessee's execution
       of this Lease, Lessor shall have the right, upon providing Lessee thirty
       (30) days notice in writing, to provide and furnish Lessee with space
       elsewhere in the building of approximately the same size as said
       Premises, and to move and place Lessee in such new space at Lessor's
       expense.  In the event Lessor moves Lessee to such new space, then this
       Lease and each and all of the terms and covenants and conditions hereof
       shall thereupon remain in full force and effect and be deemed applicable
       to such new space except that a revised Exhibit "A" shall become a part
       of this Lease and shall reflect the location of the new space and
       Paragraphs 4.1, 4.2, and 5 shall be amended to show correct data.  Should
       Lessee refuse to permit Lessor to move Lessee to such new space at the
       end of said thirty (30) day period, Lessor shall have the right to
       terminate this Lease by notice to such effect given to Lessee in writing
       within ten (10) days following the end of said thirty (30) day period,
       which termination shall be effective sixty (60) days after the date of
       the original relocation by Lessor.

49.    MORTGAGE PROTECTION.  Lessee agrees to give any mortgages and/or trust
       deed holders, as to all or a portion of the Premises, by registered mail,
       a copy of any notice of default served upon Lessor, provided that prior
       to such notice Lessee has been notified in writing (by way of notice or
       assignment of rents and leases, or otherwise) of the addresses of such
       mortgages an/or trust deed holders.  Lessee agrees not to exercise any
       remedies available by virtue of a default unless Lessor shall have failed
       to cure such default within thirty (30) days after receipt of notice of
       default or such additional time as may be reasonably necessary to cure
       the default in the case of a default incapable of being cured within
       thirty (30) days within which to cure such default, or if such default
       cannot be cured within that time, then such additional time as may be
       necessary if within such thirty (30) days any mortgagee and/or trust deed
       holder has commenced and is diligently pursuing the remedies necessary to
       cure such default (including but not limited to commencement of
       foreclosure proceedings if necessary to effect such cure), in which event
       such right, if any, as Lessee might otherwise have to terminate the Lease
       shall not be exercised while such remedies are being so diligently
       pursued.

8.1    LIABILITY INSURANCE-LESSEE.  Lessee shall, at Lessee's expense, obtain
       and keep in force during the term of this Lease a policy of Comprehensive
       General Liability insurance utilizing an Insurance Services Office
       standard form with Broad Form General Liability Endorsement (GLO404), or
       equivalent, in an amount of not less than 1)  $1,000,000 per occurrence
       of Bodily Injury and Property Damage combined single limit with a
       $1,000,000 excess liability policy, or 2)  $1,000,000 per occurrence of
       Bodily Injury and Property Damage with a $2,000,000 General Aggregate
       Bodily Injury and Property Damage, and shall insure Lessee with a Lessor
       as an additional insured against liability arising out of the use,
       occupancy or maintenance of the Premises.  The policy shall insure
       performance by Lessee of the indemnity provisions of this paragraph 8.
       The limits of said insurance shall not, however, limit the liability of
       Lessee hereunder.



<PAGE>

LESSOR AND LESSEE HAVE CAREFULLY READ AND REVIEWED THIS LEASE AND EACH TERM AND
PROVISION CONTAINED HEREIN AND, BY EXECUTION OF THIS LEASE, SHOW THEIR INFORMED
AND VOLUNTRAY 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.

       THIS LEASE HAS BEEN PREPARED FOR SUBMISSION TO YOUR ATTORNEY FOR
       APPROVAL.  NO REPRESENTATION OR RECOMMENDAION IS MADE BY TH
       AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION OR BY THE REAL ESTATE
       BROKER OR ITS AGENTS OR EMPLOYEES AS TO THE LEGAL SUFFICIENCY,
       LEGAL EFFECT, OR TAX CONSEQUENCES OF THIS LEASE OR THE TRANSACTION
       RELATING THERETO:  THE PARTIES SHALL RELY SOLELY UPON THE ADVICE
       OF THEIR OWN LEGAL COUNSEL AS TO THE LEGAL AND TAX CONSEQUENCES OF
       THIS LEASE.



       LESSOR                                           LESSEE

William D & Edan J. Wright dba                   ValueClick, Inc.
South Coast Business Park                        a Delaware Corporation
-------------------------                        ----------------------

By ILLEGIBLE                                      By  /s/ JAMES ZARLEY
  ---------------------------                      ---------------------------

By                                                By
   --------------------------                       --------------------------

Executed on   9/10/99                            Executed on
              ---------------                               ------------------
             (Corporate Seal)                                (Corporate Seal)


ADDRESS FOR NOTICES AND RENT                            ADDRESS
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130 Garden Street
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Santa Barbara,  California 93101
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For these forms write the American Industrial Real Estate Association, 350 South
Figueroa St., Suite 275 Los Angeles,  CA 90071  (213) 687-8777



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                                 ADDENDUM TO LEASE


       This ADDENDUM is attached to and forms a part of that certain Standard
Industrial Lease dated for reference purposes AUGUST 30, 1999, by and between
William D & Edna J. Wright dba South Coast Business Park ("Lessor"), and
VALUECLICK, INC., A DELAWARE CORPORATION ("Lessee").  The said Standard
Industrial Lease is hereby modified/supplemented (and as
modified/supplemented is hereinafter referred to as "this Lease") in the
following particulars only:

       A.     OPTION TO EXTEND TERM OF LEASE.  Lessee is hereby granted the
option to extend the term of this Lease of  N/A  (     )  additional
successive periods of  N/A             (        )  years each.  The options
shall be exercised by the delivery of written notice to Lessor no earlier
than two hundred seventy (270) days an no later than one hundred eighty (180)
days prior to the expiration of the lease term then in effect.  Any
extentions granted hereunder shall be on the same terms and conditions
applicable to the initial term except as to rent, which shall be increased I
accordance with paragraph B(2) below.  Lessee's right to exercise the options
granted herein is subject to the terms and conditions set forth in paragraph
39 of this Lease.

       B.     ADJUSTMENT TO BASE RENT.
              (1)    Cost of Living Adjustments to Base Rent.  The Base Rent
payable pursuant to Paragraph 4.1 shall be subject to further adjustment as of
N/A,  and as of the same date each year thereafter during the initial lease term
and any extension period.  Said date is hereinafter referred to as the
"Adjustment Date."  The adjustment shall be made as follows:

              The Base Rent for the Premises shall be adjusted by the same
percentage as the increase, if any, in the Consumer Price Index (All Items
for All Urban Consumer 1982-84 = 100 Base), of the United States Department
of Labor, Bureau of Labor Statistics for Los Angeles-Anaheim-Riverside,  CA
(the "Index").  The adjustment shall be calculated according to the following
formula:

       X = A x B
               -
               C

       X = Adjusted rent

       A = Base Rent as of the first month of the term then in effect.

       B = The monthly index for the third month immediately preceding the
           Adjustment Date.

       C = The monthly index for the third month immediately preceding the first
           month of the term then in effect.

The month rent as so adjusted shall be payable for each month commencing with
the Adjustment Date and continuing until the next Adjustment Date.

If the Index is discontinued or revised during the term of this Lease, such
other government Index or computation with which it is replaced shall be used
in order to obtain substantially the same result as would be obtained if the
Index had not been discontinued or revised.



<PAGE>

       C.     USE.  Paragraph 6 of this Lease is hereby supplemented as follows:
(1)  Prohibited Uses.  Lessee shall not do or permit anything to be done in or
       about the Premises nor bring or keep anything therein which will in any
       way increase the existing rate of or affect any fire or other insurance
       upon the Premises or any of its contents, or cause a cancellation of any
       insurance policy covering the Premises or any part thereof or any of its
       contents.  Lessee shall not commit or suffer to be committed any nuisance
       or waste in or upon the Premises.  Lessee shall not use the Premises or
       permit anything to be done in or about the Premises which will in any way
       conflict with any law, statute, ordinance or governmental rule or
       regulation now in force or which may hereafter be enacted or promulgated.
       Lessee shall not keep any animals or pets on the Premises.  Lessee shall
       not use or store "hazardous materials or wastes" on the Premises, as such
       terms are defined by applicable federal and state law, without Lessor's
       prior written consent.  If  such consent is given, Lessee shall comply
       with governmental laws, rules and regulations pertaining to hazardous
       materials and wastes.  Lessor shall have a right of re-entry upon the
       Premises on reasonable notice and at reasonable times for purpose of
       inspection, contamination testing and remediation.

              (2)  Installation of Specialized Equipment and Use of Lessee's
Possessions on the Premises.  Lessee shall not install on the Premises any
specialized equipment requiring the use of a power source (including, but not
limited to, computer hardware or software)  without the prior written consent
of Lessor.  Lessor shall give its consent to such installation provided the
conditions contained herein are satisfied.  Lessor shall not be liable to
Lessee for damage to Lessee or Lessee's possession, including but not limited
to furniture, fixture, equipment (specialized or otherwise), and inventory,
from any course.  Lessee waives all claims against Lessor for damage to
lessee's possessions arising for any reason.  Lessee shall comply with all
laws, regulations or ordinances relating to the condition and use of any and
all of Lessee's possessions on the Premises, including laws requiring the
alteration, maintenance and restoration of the Premises as a result of
Lessee's particular use.  Provided, however, any required alterations to the
Premises shall be conditioned upon Lessor's prior written consent.  The
Premises shall not be electrically overloaded.  No equipment, machinery,
apparatus or other appliance shall be used or operated on the premises in
such a manner that such equipment will in any way injure, vibrate or shake
the Premises, or place an excessive burden on power sources installed on the
Premises.

E.     ASSIGNMENT AND SUBLETTING.  Lessee hereby understands and agrees that
Lessor may withhold its consent to any requested assignment or subletting,
and such withholding of consent shall be deemed reasonable, in the event that
the proposed assignee or sublessee intends to use or store hazardous wastes
or materials on the Premises.  Also, it is a requirement that Lessor receive
seventy five percent (75%) of any consideration or increase in rent received
or to be received by Lessee for such assignment or sublease.  Please note
that the term of the sublease may not exceed the term of the "master" lease.

F.     INDEMNITY.  The indemnification of Lessor by Lessee pursuant to
Paragraph 8.7 of this Lease shall also include and extend to any violation by
Lessee of applicable state, federal and local laws pertaining to the use,
storage and discharge of hazardous materials and wastes.

G.     DEFAULT.  Paragraph 13.1 of this Lease is supplemented to provide that
the release or discharge by Lessee of any hazardous material or wastes in or
about the Premises, or violation of any law or deviation from prescribed
procedures in the use or storage of hazardous materials or wastes, shall
constitute a material default of this Lease by Lessee.  Wherever used in this
Lease, the terms hazardous wastes and/or hazardous material shall include all
definitions of hazardous wastes and materials provided by both federal and
California Law.

I.     CONDITIONS PRECEDENT TO EFFECTIVENESS.  In addition to any other
conditions for the benefit of Lessor under the Lease, Lessor's obligations
under the Lease and the effectiveness of the Lease as against the lessor are
subject to the following condition for the benefit of Lessor, which condition
may be waived in Lessor's sole and absolute discretion.



<PAGE>

a.     The execution and delivery by Q.A.D., Inc., the existing Lessee of
Suites 1 & 2 of the Premises, of any document necessary to terminate its
leasehold interest in Suites 1 & 2, upon terms and conditions which are
acceptable to Lessor in Lessor's sole and absolute discretion

IN WITNESS WHEREOF,  Lessor and Lessee have each caused this Addendum to be
executed concurrently with the Lease of which this Addendum forms a part.

LESSOR:

WILLIAM D & EDNA J. WRIGHT dba
SOUTH COAST BUSINESS PARK

BY: ILLEGIBLE                             Dated: 9/10/99
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LESSEE:

VALUECLICK, INC., A DELAWARE CORPORATION

BY: /s/ JAMES ZARLEY                      Dated: 9/2/99
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