

                              EXHIBIT 10.1
                              ------------

                     STANDARD INDUSTRIAL/COMMERCIAL 
                        SINGLE-TENANT LEASE-GROSS

1.     Basic Provisions ("Basic Provisions")
1.1    Parties: This Lease ("Lease"), dated for reference purposes only, 
July 26, 1996 is made by and between Richard H. Kulka, a married man as 
his sole and separate property and Simpson Strong-Tie Company, Inc. 
(collectively the "Parties," or individually a "Party").
1.2    Premises: That certain real property, including all improvements 
therein or to be provided by Lessor under the terms of this Lease, and 
commonly known by the street address of 2955 Merced Street, San Leandro, 
located in the county of Alameda, State of California, and generally 
described briefly the nature of the property) +/-48,000 square foot 
concrete tilt-up warehouse/manufacturing building, APN #77B-853-4, as 
more particularly described in Exhibit "A" ("Premises"). (see Paragraph 
2 for further provisions.)
1.3    Term: Five (5) years and zero (0) months ("Original Term") 
commencing October 1, 1996 or such earlier date as possession is 
delivered ("Commencement Date") and ending August 31, 2001(Expiration 
Date"). (See Paragraph 3 for further provisions.)
1.4    Early Possession: Upon execution of lease ("Early Possession 
Date") (See Paragraphs 3.2 and 3.3 for further provisions.)
1.5    Base Rent: $20,160.00 per month (Base Rent"), payable on the 
first (1) day of each month commencing November 1, 1996 (or thirty days 
following date possession is delivered to tenant if delivered prior to 
October 1, 1996). (See Paragraph 4 for further provisions.)
If this is checked, there are provisions in this Lease for the Base Rent 
to be adjusted.
1.6    Base Rent Paid Upon Execution: $20,160.00 as Base Rent for the 
period November, 1996.
1.7    Security Deposit: $ None ("Security Deposit"). (See Paragraph 5 
for further provisions.)
1.8    Permitted Use: Assembly, warehousing, research and development 
and related office functions (See Paragraph 6 for further provisions.)
1.9    Insuring Property: Lessor is the "Insuring Party." $1905/yr is 
the "Base Premium."  (See Paragraph 8 for further provisions.)
1.10   Real Brokers: The following real estate brokers (collectively, 
the "Brokers") and brokerage relationships exist in this transaction and 
are consented to by the Parties (check applicable boxes): Joseph Fabian, 
BT Commercial Real Estate Group, Inc. represents  [X] Lessor exclusively 
("Lessor's Broker")    both Lessor and Lessee, and Richard Keane, CB 
Commercial Real Estate Group, Inc. represents  Lessee exclusively 
("Lessee's Broker");  both Lessee and Lessor. (See Paragraph 15 for 
further provisions.)
1.11   Guarantor. The obligations of the Lessee under this Lease are to 
be guaranteed by None. ("Guarantor"). ( See Paragraph 37 for further 
provisions.)

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1.12   Addenda, Attached hereto is an Addendum or Addenda consisting of 
Paragraphs 49 through 72 and Exhibits all of which constitute a part of 
this Lease.

2.     Premises.
2.1    Letting. Lessor hereby leases to Lessee hereby from Lessor, the 
Premises, for the term, at the rental, and upon all of the terms, 
covenants and conditions set forth in this Lease. Unless otherwise 
provided herein, any statement of square footage set forth in this 
Lease, or that may have been used in calculating rental, is an 
approximation which Lessor and Lessee agree is reasonable and the rental 
based thereon is not subject to revision whether or not the actual 
square footage is more or less.
2.2    Condition. Lessor shall deliver the Premises to Lessee clean and 
free of debris on the Commencement Date and warrants to Lessee that the 
existing plumbing, fire sprinkler system, lighting, air conditioning, 
heating, and loading doors, if any, in the Premises, other than those 
constructed by Lessee, shall be in good operating condition on the 
Commencement Date. If a non-compliance with said warranty exists as of 
the Commencement Date, Lessor shall, except as otherwise provided in 
this Lease, promptly after receipt of written notice from Lessee setting 
forth with specificity the nature and extent of such non-compliance, 
rectify same at Lessor's expense. If Lessee does not give Lessor written 
notice of a non-compliance with this warranty within thirty (30) days 
after the Commencement Date, correction of that non-compliance shall be 
obligation of Lessee at Lessee's sole cost and expense.
2.3    Compliance with Covenants, Restrictions and Building Code. Lessor 
warrants to Lessee that the improvements on the Premises comply with all 
applicable covenants or restrictions of  record and applicable building 
codes, regulations and ordinances in effect on the Commencement Date. 
Said warranty does not apply to the use to which Lessee will put the 
Premises or to any Alternations or Utility Installations (as defined in 
Paragraph 7.3(a)) made or to be made by Lessee. If the Premises do not 
comply with said warranty, Lessor shall, except as otherwise provided in 
this Lease, promptly after receipt of written notice from Lessee setting 
forth with specificity the nature and extent of such non-compliance, 
rectify the same at Lessor's expense. SEE ADDENDUM PARAGRAPH 49
2.4    Acceptance of Premises. Lessee hereby acknowledges: (a) that it 
has been advised by the Brokers to satisfy itself with respect to the 
condition of the Premises (including but not limited to the electrical 
and fire sprinkler systems, security, environmental aspects, compliance 
with Applicable Law, as defined in Paragraph 6.3) and the present and 
future suitability of the Premises for Lessee's intended use, (b) that 
Lessee has made such investigation as it deems necessary with reference 
to such matters and assumes all responsibility therefor as the same 
relate to Lessee's occupancy of the Premises and/or the term of this 
Lease, and (c) that neither Lessor, nor any of Lessor's agents, has made 
any oral or written representations or warranties with respect to the 
said matters other than as set forth in this Lease.

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2.5    Lessee Prior Owner/Occupant. The warranties made by Lessor in 
this Paragraph 2 shall be of no force or effect if immediately prior to 
the date set forth in Paragraph 1.1 Lessee was the owner or occupant of 
the Premises. In such event, Lessee shall, at Lessee's sole cost and 
expense, correct any non-compliance of the Premises with said 
warranties.

3.     Term.
3.1    Term. The Commencement Date, Expiration Date and Original Term of 
this Lease are as specified in Paragraph 1.3.
3.2    Early Possession. If Lessee totally or partially occupies the 
Premises prior to the Commencement Date, the obligation to pay Base Rent 
shall be abated for the period of such early possession. All other terms 
of this Lease, however, shall be in effect during such period. Any such 
early possession shall not affect nor advance the Expiration Date of the 
Original Term.
3.3    Delay In Possession. If for any reason Lessor cannot deliver 
possession of the Premises to Lessee as agreed herein by the Early 
Possession Date, one is specified, by the Commencement Date, Lessor 
shall not be subject to any liability herefor, 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, except as otherwise provided herein, be obligated to pay rent or 
perform any other obligation of Lessee under the terms of this Lease 
until Lessor delivers possession of the Premises to Lessee. If 
possession of the Premises is not delivered to Lessee within sixty (60) 
days after the Commencement Date, Lessee may, at its option, by notice 
in writing to Lessor within ten (10) days thereafter, cancel this Lease, 
in which event the Parties shall be discharged from all obligations 
hereunder; provided, however, that if such written notice by Lessee is 
not received by Lessor within said ten (10) day period. Lessee's right 
to cancel this Lease shall terminate and be of no furhter force or 
effect. Except as may be otherwise provided, and regardless of when the 
term actually commences, if possession is not tendered to Lessee when 
required by this Lease does not terminate this Lease, as aforesaid, the 
period free of the obligation to pay Base Rent, if any, that Lessee 
would otherwise have enjoyed shall run from the date of delivery of 
possession and continue for a period equal to what Lessee would 
otherwise have enjoyed under the terms hereof, but minus any days of 
delay caused by the acts, changes or omissions of Lessee.
4.     Rent
4.1    Base Rent. Lessee shall cause payment of Base Rent and other rent 
or charges, as the same may be adjusted from time to time, to be 
received by Lessor in lawful money of the United States, without offset 
or deduction, on or before the day on which it is due under the terms of 
this Lease. Base Rent and all other rent and charges for any period 
during the term hereof which is for less than one (1) full calendar 
month shall be prorated based upon the actual number of days of the 
calendar month involved. Payment of Base Rent and other charges shall be 
made to Lessor at its address stated herein or to such other persons or 
at such other addresses as Lessor may from time to time designate in 
writing to Lessee.


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6.     Use.
6.1    Use. Lessee shall use and occupy the Premises only for the 
purposes set forth in Paragraph 1.8, or any other use which is 
comparable thereto, and for no other purpose. Lessee shall not use or 
permit the use of the Premises in a manner that creates waste or a 
nuisance, or that disturbs owners and/or occupants of, or causes damage 
to, neighboring premises or properties. Lessor hereby agrees to not 
unreasonably withhold or delay its consent to any written request by 
Lessee, Lessees assignees or subtenants, and by prospective assignees 
and subtenants of the Lessee, its assignees and subtenants, for a 
modification of said permitted purpose for which premises may be used or 
occupied, so long as the same will not impair the structural integrity 
of the improvements on the Premises, the mechanical or electrical 
systems therein, is not significantly more burdensome to the Premises 
and the improvements thereon, and is otherwise permissible pursuant to 
this Paragraph 6. If Lessor elects to withhold such consent, Lessor 
shall within five (5) business days give a written notification of same, 
which notice shall include an explanation of Lessor's reasonable 
objections to the change in use.
6.2    Hazard Substances.
(a)    Reportable Uses Require Consent. The term "Hazardous Substance" 
as used in this Lease shall mean any product, substance, chemical, 
material or waste whose presence, nature, quantity and/or intensity of 
existence, use, manufacture, disposal, transportation, spill, release or 
effect, either by itself or in combination with other materials expected 
to be on the Premises, is either: (I) potentially injurious to the 
public health, safety or welfare, the environment or the Premises, (ii) 
regulated or monitored by any governmental authority, or (iii) a basis 
for liability of Lessor to any governmental agency or third party under 
any applicable statute or common law theory. Hazardous Substance shall 
include, but not be limited to, hydrocarbons, petroleum, gasoline, crude 
oil or any products, by-products or fractions thereof. Lessee shall not 
engage in any activity in, on or about the Premises which constitutes a 
Reportable Use (as hereinafter defined) of Hazardous Substances without 
the express prior written consent of Lessor and compliance in a timely 
manner (at Lessee's sole cost and expense) with all Applicable Law (as 
defined in Paragraph 6.3). "Reportable Use" shall mean (I) the 
installation or use of any above or below ground storage tank, (ii) the 
generation, possession, storage, use, transportation, or disposal of a 
Hazardous Substance that requires a permit from, or with respect to 
which a report, notice, registration or business plan is required to be 
filed with, any governmental authority. Reportable Use shall also 
include Lessee's being responsible for the presence in, on or about the 
Premises of a Hazardous Substance with respect to which any Applicable 
Law requires that a notice be given to persons entering or occupying the 
Premises or neighboring properties. Notwithstanding the foregoing, 
Lessee may, without Lessor's prior consent, but in compliance with all 
Applicable Law, use any ordinary and customary materials reasonably 
required to be used by Lessee in the normal course of Lessee's business 
permitted on the Premises, so long as such use is not a Reportable Use 
and does not expose the Premises or neighboring properties to any 
meaningful risk of contamination or damage or expose Lessor to any 
liability therefor. In addition, Lessor may (but without any obligation 
to do so) condition its consent to the use or presence of any Hazardous 
Substance, activity or storage tank by Lessee upon Lessee's giving 
Lessor such additional assurances as Lessor, in its reasonable 
discretion, deems necessary to protect itself, the public, the Premises 
and the environment against damage, contamination or injury and/or 
liability therefrom or therefor, including, but not limited to, the 
installation (and removal on or before lease expiration or earlier 
termination) of reasonably necessary protective modifications to the 
Premises (such as concrete encasements) and/or the deposit of an 
additional Security Deposit under Paragraph 5 hereof.

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(b)    Duty to Inform Lessor. If Lessee knows, or has reasonable cause 
to believe, that a Hazardous Substance, or a condition involving or 
resulting from same, has come to be located in, on, under or about the 
Premises,. other than as previously consented to by Lessor, Lessee shall 
immediately give written notice of such fact to Lessor. Lessee shall 
also immediately give Lessor a copy of any statement, report, notice, 
registration, application, permit, business plan, license, claim, action 
or proceeding given to, or received from, any governmental authority or 
private party, or persons entering or occupying the Premises, concerning 
the presence, spill, release, discharge of, or exposure to, any 
Hazardous Substance or contamination in, on, or about the Premises, 
including but not limited to all such documents as may be involved in 
any Reportable Uses Involving the Premises.
(c)    Indemnification. Lessee shall indemnify, protect, defend and hold 
Lessor, its agents, employees, lenders and ground lessor, if any, and 
the Premises, harmless from and against any and all loss of rents and/or 
damages, liabilities, judgments, costs, claims, liens, expenses, 
penalties, permits and attorney's and consultant's fees arising out of 
or involving any Hazardous Substance or storage tank brought onto the 
Premises by or for Lessee or under Lessee's control. Lessee's 
obligations under this Paragraph 6 shall include, but not be limited to, 
the effects of any contamination or injury to person, property or the 
environment created or suffered by Lessee, and the cost of investigation 
(including consultant's and attorney's fees and testing), removal, 
remediation, restoration and/or abatement thereof, or of any 
contamination therein involved, and shall survive the expiration or 
earlier termination of this Lease. No termination, cancellation or 
release agreement entered into by Lessor and Lessee shall release Lessee 
from its obligations under this Lease with respect to Hazardous 
Substances or storage tanks, unless specifically so agreed by Lessor in 
writing at the time of such agreement. SEE ADDENDUM PARAGRAPH 50 AND 
PARAGRAPH 51.

6.3    Lessee's Compliance with Law. Except as otherwise provided in 
this lease, Lessee, shall, at Lessee's sole cost and expense, fully, 
diligently and in a timely manner, comply with all "Applicable Law", 
which term is used in this Lease to include all laws, rules, 
regulations, ordinances, directives, covenants, easements and 
restrictions of record, permits, the requirements of any applicable fire 
insurance underwriter or rating bureau, and the recommendations of 
Lessor's engineers and/or consultants, relating in any manner to the 
Premises (including but not limited to matters pertaining to (I) 
industrial hygiene, (ii) environmental conditions on, in, under or about 
the Premises, including soil and groundwater conditions, and (iii) the 
use, generation, manufacture, production, installation, maintenance, 
removal, transportation, storage, spill or release of any Hazardous 
Substance or storage tank), now in effect or which may hereafter come 
into effect, and whether or not reflecting a change in policy from any 
previously existing policy. Lessee shall, within five (5) days after 
receipt of Lessor's written request, provide Lessor with copies of all 
documents and information, including, but not limited to, permits, 
registrations, manifests, applications, reports and certificates, 
evidencing Lessee's compliance with any Applicable Law specified by 
Lessor, and shall immediately upon receipt, notify Lessor in writing 
(with copies of any documents involved) of any threatened or actual 
claim, notice, citation, warning, complaint or report pertaining to or 
involving failure by Lessee or the Premises to comply with any 
Applicable Law. SEE ADDENDUM PARAGRAPH 52.

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6.4    Inspection; Compliance. Lessor and Lessor's Lender(s) (as defined 
in Paragraph 8.3(a)) shall have the right to enter the Premises at any 
time, in the case of an emergency, and otherwise at reasonable times, 
for the purpose of inspecting the condition of the Premises and for 
verifying compliance by Lessee with this Lease and all Applicable Laws 
(as defined in Paragraph 6.3), and to employ experts and/or consultants 
in connection therewith and/or to advise Lessor with respect to Lessee's 
activities, including but not limited to the installation, operation, 
use, monitoring, maintenance, or removal of any Hazardous Substance or 
storage tank on or from the Premises. The costs and expenses of any such 
inspections shall be paid by the party requesting same, unless a Default 
or Breach of this lease, violation of Applicable law, or a 
contamination, caused or materially contributed to by Lessee is found to 
exist or be imminent, or unless the inspection is requested or ordered 
by a governmental authority as the result of any such existing or 
imminent violation or contamination. In any such case, Lessee shall upon 
request reimburse Lessor or Lessor's Lender, as the case may be, for the 
costs and expenses of such Inspections.

7.     Maintenance; Repairs; Utility Installations; Trade Fixtures and 
Alterations.
7.1    Lessee's Obligations.
(a)    Subject to the provisions of Paragraphs 2.2 (Lessor's warranty as 
to condition), 2.3 (Lessor's warranty as to compliance with covenants, 
etc.), 7.2 (Lessor's obligations to repair), 9 (damage and destruction) 
and 14 (Condemnation), Lessee shall, at Lessee's sole cost and expense 
and at all times, keep the interior of the building comprising a part of 
the Premises clean and in good order, condition and repair. Lessee shall 
not cause or permit any Hazardous Substance to be spilled or released 
in, on, under or about the Premises (including through the plumbing or 
sanitary sewer system) and shall promptly, at Lessee's expense, take all 
investigatory and/or remedial action reasonably recommended, whether or 
not formally ordered or required, for the cleanup of any contamination 
of, and for the maintenance, security and/or monitoring of, the 
Premises, the elements surrounding same, or neighboring properties, that 
was caused or materially contributed to by Lessee, or pertaining to or 
involving any Hazardous Substance and/or storage tank brought onto the 
Premises by or for Lessee or under its control. Lessee, in keeping the 
interior of Premises clean and in good order, condition and repair, 
shall exercise and perform good maintenance practices.
(b)    Lessee shall, at Lessee's sole cost and expense, procure and 
maintain contracts, with copies to Lessor, in customary form and 
substance for, and with contractors specializing and experienced in, the 
inspection, maintenance and service of the following equipment and 
improvements, if any, located on the Premises: (I) heating, air 
conditioning and ventilation equipment, (ii) boiler, fired, or unfired 
pressure vessels, (iii) fire sprinkler and/or standpipe and hose or 
other automatic fire extinguishing systems, including fire alarm and/or 
smoke detection.

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7.2    Lessor's Obligations. Upon receipt of written notice of the need 
for such repairs and subject to Paragraph 13.5, Lessor shall, at 
Lessor's expense, keep the foundations, exterior roof and structural 
aspects of the Premises in good order, condition and repair, Lessor 
shall not, however, be obligated to paint the exterior surface of the 
exterior walls or to maintain the windows, doors or plate glass or the 
interior surface of exterior walls. Lessor shall not, in any event, have 
any obligation to make any repairs until Lessor receives written notice 
of the need for such repairs. It is the intention of the Parties that 
the terms of this Lease govern the respective obligations of the Parties 
as to maintenance and repair of the Premises. Lessee and Lessor 
expressly waive the benefit of any statute now or hereafter in effect to 
the extent it its inconsistent with the terms of this Lease with respect 
to, or which affords Lessee the right to make repairs at the expense of 
Lessor or to terminate this Lease by reason of, any needed repairs. SEE 
ADDENDUM PARAGRAPHS 53, 54, AND 55.
7.3    Utility Installations; Trade Fixtures; Alterations.
(a)    Definitions; Consent Required. The term "Utility Installations" 
is used in this Lease to refer to all carpeting, window coverings, air 
lines, power panels, electrical distribution, security, fire protection 
systems, communication systems, lighting fixtures, heating, ventilating, 
and air conditioning equipment, plumbing, and fencing in, on or about 
the Premises. The term "Trade Fixtures" shall mean Lessee's machinery 
and equipment that can be removed without doing material damage to the 
Premises. The term "Alterations" shall mean any modification of the 
improvements on the Premises from that which are provided by Lessor 
under the terms of this Lease, other than Utility Installations or Trade 
Fixtures, whether by addition or deletion. "Lessee Owned Alterations 
and/or Utility Installations" are defined as Alterations made by lessee 
that are not yet owned by Lessor as defined in Paragraph 7.4(a). Lessee 
shall not make any Alterations or Utility Installations in, on, under or 
about the Premises without Lessor's prior written consent. Lessee may, 
however, make non-structural Utility Installations to the interior of 
the Premises (excluding the roof), as long as they are not visible from 
the outside, do not involve puncturing, relocating or removing the roof 
or any existing walls, and the cumulative cost thereof during the term 
of this Lease as extended costs does not exceed $25,000 (and the 
individual cost for each non-structural Utility Installation does not 
exceed $5,000).

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(b)    Consent. Any alterations or Utility Installations that Lessee 
shall desire to make require the consent of the Lessor shall be 
presented to Lessor in written form with proposed detailed plans. All 
consents given by Lessor, whether by virtue of Paragraph 7.3(a) or by 
subsequent specific consent, shall be deemed conditioned upon: (i) 
Lessee's acquiring all applicable permits required by governmental 
authorities, (ii) the furnishing of copies of such permits together with 
a copy of the plans and specifications for the Alteration or Utility 
Installation to Lessor prior to commencement of the work there on, and 
(iii) the compliance by Lessee with all conditions of said permits in a 
prompt and expeditious manner. Any Alterations or Utility Installations 
by Lessee during the term of this Lease shall be done in a good and 
workmanlike manner, with good and sufficient materials, and in 
compliance with all Applicable Law. Lessee shall promptly upon 
completion thereof furnish Lessor with as-built plans and specifications 
thereof. Lessor may (but without obligation to do so) condition its 
consent to any requested Alteration or Utility Installation that costs 
$10,000 or more upon Lessee's providing Lessor with a lien and 
completion bond in an amount equal to one and one-half times the 
estimated cost of such Alteration or Utility Installation and/or upon 
Lessee's posting an additional Security Deposit with Lessor under 
Paragraph 36 hereof.
(c)    Indemnification. Lessee shall pay, when due, all claims for labor 
or materials furnished or alleged to have been furnished to or for 
Lessee at or use on the Premises, which claims are or may be secured by 
any mechanics' or materialmen's lien against the Premises or any 
interest therein. Lessee shall give Lessor not less than ten (10) days' 
notice prior to the commencement of any work in, on or about the 
Premises, and Lessor shall have the right to post notices of 
non-responsibility in or on the Premises 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 and protect 
itself, Lessor and the Premises against the same and shall pay and 
satisfy any such adverse judgment that may be rendered thereon before 
the enforcement thereof against the Lessor or the Premises. If Lessor 
shall require, Lessee shall furnish to Lessor a surely bond satisfactory 
to Lessor in an amount equal to one and one-half times the amount of 
such contested lien claim or demand, indemnifying Lessor against 
liability for the same, as required by law for the holding of the 
Premises free from the effect of such lien or claim. In addition, Lessor 
may require Lessee to pay Lessor's attorney's fees and costs in 
participating in such action if Lessor shall decide it is to its best 
interest to do so.
7.4    Ownership; Removal; Surrender; and Restoration.
(a)    Ownership. Subject to Lessor's right to require their removal or 
become the owner thereof as hereinafter provided in this Paragraph 7.4, 
all Alterations and Utility Additions made to the Premises by Lessee 
shall be the property of and owned by Lessee, but considered a part of 
the Premises. Unless otherwise instructed per subparagraph 7.4(b) 
hereof, all Lessee Owned Alterations and Utility Installations shall, at 
the expiration or earlier termination of this Lease, become the property 
of Lessor and remain upon and be surrendered by Lessee with the 
Premises.

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(b)    Lessor may require the removal at any time of all or any part of 
any Lessee Owned Alterations or Utility Installations made without the 
required consent of Lessor. SEE ADDENDUM PARAGRAPH 56.
(c)    Surrender/Restoration. Lessee shall surrender the Premises by the 
end of the last day of the Lease term or any earlier termination date, 
with all of the improvements, parts and surfaces thereof clean and free 
of debris and in good operating order, condition and state of repair, 
ordinary wear and tear excepted. "Ordinary wear and Tear" shall not 
include any damage or deterioration that would have been prevented by 
good maintenance practice or by Lessee performing all of its obligations 
under this Lease. Except as otherwise agreed or specified in writing by 
Lessor, the Premises, as surrendered, shall include the Utility 
Installations. The obligation of Lessee shall include the repair of any 
damage occasioned by the installation, maintenance or removal of 
Lessee's Trade Fixtures, furnishings, equipment, and Alterations and/or 
Utility Installations, as well as the removal of any storage tank 
installed by or for Lessee, and the removal, replacement, or remediation 
of any soil, material or ground water contaminated by Lessee, all as may 
then be required by Applicable Law and/or good service practice. 
Lessee's Trade Fixtures shall remain the property of Lessee and shall be 
removed by Lessee subject to its obligation to repair and restore the 
Premises per this Lease.

8.     Insurance; Indemnity.
8.1    Payment of Premium Increases.
(a)    Lessee shall pay to Lessor any insurance cost increase 
("Insurance Cost Increases") occurring during the term of this Lease. 
"Insurance Cost Increase" is defined as any increase in the actual cost 
of the insurance required under Paragraphs 8.2(b), 8.3(a), and 8.3(b). 
("Required Insurance"), over and above the Base Premium, as hereinafter 
defined, calculated on an annual basis. "Insurance Cost Increase" shall 
include, but not be limited to, increases resulting from the nature of 
Lessee's occupancy, any act or omission of Lessee, requirements of the 
holder of a mortgage or deed of trust covering the premises, increased 
valuation of the Premises, and/or a premium rate increase. If the 
parties insert a dollar amount in Paragraph 1.9, such amount shall be 
considered the "Base Premium."  In lieu thereof, if the Premises have 
been previously occupied, the "Base Premium" shall be the annual premium 
applicable of the most recent occupancy. If the Premises have never been 
occupied, the "Base Premium" shall be the lowest annual premium 
reasonably obtainable for the Required Insurance as of the commencement 
of the Original Term, assuming the most nominal use possible of the 
Premises. In no event, however, shall Lessee be responsible for any 
portion of the premium cost attributable to liability insurance coverage 
in excess of $1,000,000 procured under paragraph 8.2(b) (Liability 
Insurance Carried By Lessor).

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(b)    Lessee shall pay any such Insurance Cost Increase to Lessor 
within thirty (30) days after receipt by Lessee of a copy of the premium 
statement other reasonable evidence of the amount due. If the insurance 
policies maintained hereunder cover other property besides the Premises, 
Lessor shall also deliver a statement of the amount of such Insurance 
Cost Increase attributable only to the Premises showing in reasonable 
detail the manner in which such amount was computed. Premiums for policy 
periods commencing prior to, or extending beyond, the term of this Lease 
shall be   to coincide with the corresponding Commencement or Expiration 
of the Lease term.
8.2    Liability Insurance.
(a)    Carried by Lessee. Lessee shall obtain and keep in force during 
the term of this Lease a Commercial General Liability policy of 
insurance protecting Lessee and Lessor (as an additional insured) 
against claims for bodily injury and property damage based upon, 
involving or   out of the ownership, use, occupancy or maintenance of 
the Premises and all areas appurtenant thereto. Such insurance shall be 
on an occurrence  providing single limit coverage in an amount not less 
than $1,000,000 per occurrence with an "Additional Insured-Managers or 
Lessors of Premises" Endorsement and contain the "Amendment of the 
Pollution Exclusion" for damage caused by heat, smoke, or fumes from a 
hostile fire. The policy shall not contain any intra-insured exclusions 
as between insured persons or organizations, but shall include coverage 
for liability assumed under this Lease as an "insured contract" for the 
performance of Lessee's indemnity obligations under this Lease. The 
limits of said insurance required by this Lease or as carried by Lessee 
shall not, however, limit the liability of Lessee nor relieve Lessee of 
any obligation hereunder. All insurance to be carried by Lessee shall be 
primary to and not contributory with any similar insurance carried by 
Lessor, whose insurance shall be considered excess insurance only.
(b)    Carried By Lessor. In the event Lessor is the Insuring Party, 
Lessor shall also maintain liability insurance described in Paragraph 
8.2(a), above, in addition to, and in lieu of, the insurance required to 
be maintained by Lessee. Lessee shall not be named as an additional 
insured therein.
8.3    Property Insurance-Building, Improvements and Rental Value.
(a)    Building and Improvements. The Insuring Party shall obtain and 
keep in force during the term of this Lease an "all risk" policy or 
policies in the name of Lessor, with loss payable to Lessor and to the 
holders of any mortgages, deeds of trust or ground leases on the 
Premises ("Lender(s)"), insuring loss or damage to the Premises. The 
amount of such insurance shall be equal to the Full replacement cost of 
the Premises, as the same shall exist  from time to time, or the amount 
required by Lenders, but in no event more than the commercially 
reasonable and available insurable value thereof if, by reason of the 
unique nature or age of the improvements involved, such latter amount is 
less than full replacement cost. If the coverage is available and 
commercially appropriate, such policy or policies shall insure against 
all risks of direct physical loss or damage (except the perils of flood 
and/or earthquake unless required by a Lender), including coverage for 
sprinkler leakage and any additional costs resulting from debris removal 
and reasonable amounts of coverage for the enforcement of any ordinance 
or law regulating the reconstruction or replacement of any undamaged 
sections of the Premises required to be demolished or removed by reason 
of the enforcement of any building, zoning, safety or land use laws as 
the result of a covered cause of loss, but not including plate glass 
insurance. Said policy or policies shall also contain an agreed 
valuation provision in lieu of any coinsurance clause, waiver of 
subrogation, and inflation guard protection causing an increase in the 
annual property insurance coverage amount by a factor of not less than 
the adjusted U.S. Department of Labor Consumer Price Index for all Urban 
Consumers for the city nearest to where the Premises are located. SEE 
ADDENDUM PARAGRAPH 57

<PAGE>
(b)    Rental Value. Lessor shall, in addition, obtain and keep in force 
during the term of this Lease a policy or policies in the name of 
Lessor, with loss payable to Lessor and Lender(s), insulting the loss of 
the full rental and other charges payable by Lessee to Lessor under this 
Lease for one (1) year (including all real estate taxes, insurance 
costs, and any scheduled rental increases.)  Said insurance shall 
provide that in the event the Lease is terminated by reason of an 
insured loss, the period of indemnity for such coverage shall be 
extended beyond the date of the completion of repairs or replacement of 
the Premises, to provide for one full year's loss of rental revenues 
from the date of any such loss. Said insurance shall contain an agreed 
valuation provision in lieu of any coinsurance clause, and the amount of 
coverage shall be adjusted annually to reflect the projected rental 
income, property taxes, insurance premium costs and other expenses, if 
any, otherwise payable by Lessee, for the next twelve (12) month period.
(c)    Adjacent Premises. If the Premises are part of a larger building, 
or if the Premises are part of a group of buildings owned by Lessor 
which are adjacent to the Premises, the Lessee shall pay for any 
increase in the premiums for the property insurance of such building or 
buildings if said increase is caused by Lessee's acts, omission's, use 
or occupancy of the Premises.
(d)    Tenant's Improvements. The Lessor shall not be required to insure 
Lessee Owned Alterations and Utility Installations unless the item in 
question has become the property of Lessor under the terms of this 
Lease.
8.4    Lessee's Property Insurance. Subject to the requirements of 
Paragraph 8.5, Lessee at its cost shall either by separate policy or, at 
Lessor's option, by endorsement to a policy already carried, maintain 
insurance coverage on all of Lessee's personal property, in, on, or 
about the Premises similar in coverage to that carried by the Insuring 
Party under Paragraph 8.3. Such insurance shall be full replacement cost 
coverage with a deductible of not to exceed $25,000 per occurrence. The 
proceeds from any such insurance shall be used by Lessee for the 
replacement of personal property. Lessee shall be the Insuring Party 
with respect to the insurance required by this Paragraph 8.4 and shall 
provide Lessor with written evidence that such insurance is in force.
8.5    Insurance Policies. Insurance required hereunder shall be in 
companies duly licensed to transact business in the state where the 
Premises are located, and maintaining during the policy term a "General 
Policyholders Rating" of at least B+, V, 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 
referred to in this Paragraph 8. Lessee shall cause to be delivered to 
Lessor certified copies of, or certificates evidencing the existence and 
amounts of, the insurance, and with the additional insureds, required 
under Paragraph 8.2(a) and 8.4. No such policy shall be cancelable or 
subject to modification except after (30) days prior written notice to 
Lessor. Lessee shall at least (30) days prior to the expiration of such 
policies, furnish Lessor with evidence of renewal thereof, or Lessor may 
order such insurance and charge the cost thereof to Lessee, which amount 
shall be payable by Lessee upon demand.

<PAGE>
8.6    Waiver of Subrogation. Without affecting any other rights or 
remedies, Lessee and Lessor ("Waiving Party") each hereby release and 
relieve the other, and waive their entire right to recover damages 
(whether in contract or in tort) against the other, for loss of  or 
damage to the Waiving Party's property arising out of incident to t he 
perils required to be insured against under Paragraph 8. The effect of 
such releases and waivers of the right to recover damages shall not be 
limited by the amount of insurance carried or required, or by any 
deductibles applicable thereto.
8.7    Indemnity. Except for Lessor's negligence and/or breach of 
express warranties, Lessee shall indemnify, protect, defend and hold 
harmless the Premises, Lessor and its agents, Lessor's master or ground 
lessor, Partners and Lenders, from and against any and all claims, loss 
of rents and/or damages, costs, liens, judgments, penalties, permits, 
attorney's and consultants fees, expenses and/or liabilities arising out 
of, involving, or in dealing with, the occupancy of the Premises by 
Lessee, the conduct of Lessee's business, any act omission or neglect of 
Lessee, its agents, contractors, employees or invitees, and out of any 
Default or Breach by Lessee in the performance in a timely manner of any 
obligation on Lessee's part to be performed under this Lease. The 
foregoing shall include, but not be limited to, the defense or pursuit 
of any action or proceeding involved therein, and whether or not (in the 
case of claims made against Lessor) litigated and/or reduced to 
judgment, and whether well founded or not. In case any action or 
proceeding be brought against Lessor by reason of any of the foregoing 
matters, 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. Lessor need not have first 
paid any such claim in order to be so indemnified.
8.8    Exemption of Lessor from Liability. Except to the extent caused 
by Lessor's negligence or willful misconduct. Lessor shall not be liable 
for injury or damage to the person or goods, wares, merchandise or other 
property of Lessee, Lessee's employees, contractors, invitees, 
customers, or any other person in or about the Premises, whether such 
damage or injury is caused by or results from fire, steam, electricity, 
gas, water or rain, or from the breakage, leakage, obstruction or other 
defects of pipes, fire sprinklers, wires, appliances, plumbing, air 
conditioning or lighting fixtures, or from any other cause, whether the 
said injury or damage results from conditions arising upon the Premises 
or upon other portions of the building of which the Premises are a part, 
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 accessible 
or not. Lessor shall not be liable for any damages arising from any act 
or neglect of any other tenant of Lessor. Not withstanding Lessor's 
negligence or breach of this Lease, Lessor shall under no circumstances 
be liable for injury to Lessee's business or for any loss of income or 
profit therefrom.


<PAGE>
9.     Damage or Destruction.
9.1    Definitions.
(a)    "Premises Partial Damage" shall mean damage or destruction to the 
improvements on the Premises, other than Lessee Owned Alterations and 
Utility Installations, the repair cost of which damage or destruction is 
less than 50% of the then Replacement Cost of the Premises immediately 
prior to such damage or destruction, excluding from such calculation the 
value of the land and Lessee Owned Alterations and Utility 
Installations.
(b)    "Premises Total Destruction" shall mean damage or destruction to 
the Premises, other than Lessee Owned Alterations and Utility 
Installations the repair cost of which damage or destruction is 50% or 
more of the then Replacement Cost of the Premises immediately prior to 
such damage or destruction, excluding from such calculation the value of 
the land and Lessee Owned Alterations and Utility Installations.
(c)    "Insured Loss" shall mean damage or destruction to improvements 
on the Premises, other than Lessee Owned Alterations and Utility 
Installation, which was caused by an event required to be covered by the 
insurance described in Paragraph 8.3(a), irrespective of any deductible 
amounts or coverage limits involved.
(d)    "Replacement Cost" shall mean the cost to repair or rebuild the 
improvements owned by Lessor at the time of occurrence to their 
condition existing immediately prior thereto, including demolition, 
debris removal and upgrading required by the operation of applicable 
building codes, ordinances or laws, and without deduction for 
depreciation.
(e)    "Hazardous Substance Condition" shall mean the occurrence or 
discovery of a condition involving the presence of, or a contamination 
by, a Hazardous Substance as defined in Paragraph 6.2(a), in, on, or 
under the Premises.

9.2    Partial Damage-Insured Loss. If a Premises Partial Damage that is 
an Insured Loss occurs, then Lessor shall, at Lessor's expense, repair 
such damage (but not Lessee's Trade Fixtures or Lessee Owned Alterations 
and Utility Installations) as soon as reasonably possible and this Lease 
shall continue in full force and effect. Notwithstanding the foregoing, 
if the required insurance was not in force or the insurance was not in 
force or the insurance proceeds are not sufficient to effect such 
repair, the Insuring Party shall promptly contribute the shortage in 
proceeds as and when required to complete said repairs. In the event, 
however, the shortage in proceeds was due to the fact that, by reason of 
the unique nature of the improvements, full replacement cost insurance 
coverage was not commercially reasonable and available, Lessor shall 
have no obligation to pay for the shortage in insurance proceeds or to 
fully restore the unique aspects of the Premises unless Lessee provides 
Lessor with the funds to cover same, or adequate assurance thereof, 
within ten (10) days following receipt of written notice of such 
shortage and request therefor. If Lessor receives said funds or adequate 
assurance thereof  within said (10) day period, the party responsible 
for making the repairs shall complete them as soon as reasonably 
<PAGE>

possible and this Lease shall remain in full force and effect. If Lessor 
does not receive such funds or assurance within said period, Lessor may 
nevertheless elect by Written notice to Lessee within (10) ten days 
thereafter to make restoration and repair as is commercially reasonable 
with Lessor paying any shortage in proceeds, in which case this Lease 
shall remain in full force and effect. If in such case Lessor does not 
so elect, then this Lease shall terminate thirty (30) days following the 
occurrence of the damage or destruction. Unless otherwise agreed, Lessee 
shall in no event have any right to reimbursement from Lessor for any 
funds contributed by Lessee to repair any such damage or destruction. 
Premises Partial Damage due to flood or earthquake shall be subject to 
Paragraph 9.3 rather than Paragraph 9.2, notwithstanding that there may 
be some insurance coverage, but the net proceeds of any such insurance 
shall be made available for the repairs if made by either Party.
9.3    Partial Damage-Uninsured Loss. If a Premises Partial Damage that 
is not an Insured Loss occurs, unless caused by a negligent or willful 
act of Lessee (in which event Lessee shall make the repairs at Lessee's 
expense and this Lease shall continue in full force and effect, but 
subject to Lessor's rights under Paragraph 13), 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 receipt by Lessor of knowledge of the occurrence of such 
damage of Lessor's desire to terminate this Lease as of the date sixty 
(60) days following the giving of such notice. In the event Lessor 
elects to give such notice of Lessor's intention to terminate this 
Lease, Lessee shall have the right within ten (10) days after the 
receipt of such notice to give written notice to Lessor of Lessee's 
commitment to pay for the repair of such damage totally at Lessee's 
expense and without reimbursement from Lessor. Lessee shall provide 
Lessor with the required funds or satisfactory assurance thereof within 
thirty (30) days following Lessee's said commitment. In such event this 
Lease shall continue in full force and effect, and Lessor shall proceed 
to make such repairs as soon as reasonably possible and the required 
funds are available. If Lessee does not give such notice and provide the 
funds or assurance thereof within the times specified above, this Lease 
shall terminate as of the date specified in Lessor's notice of 
termination.
9.4    Total Destruction. Notwithstanding any other provision hereof, if 
a Premises Total Destruction occurs (including any destruction required 
by any authorized public authority), this Lease shall terminate thirty 
(30) days following the date of such Premises Total Destruction, whether 
or not the damage or destruction is an Insured Loss or was caused by 
negligent or willful act of Lessee. In the event, however, that the 
damage or destruction was caused by Lessee, Lessor shall have the right 
to recover Lessor's damages from Lessee except as released and waived in 
Paragraph 8.6.

<PAGE>
9.5    Damage Near End of Term. If at any time during the last six (6) 
months of the term of this Lease there is damage for which the cost to 
repair exceeds one (1) month's Base Rent, whether or not an Insured 
Loss, Lessor may, at Lessor's option, terminate this Lease effective 
sixty (60) days following the date of occurrence of such damage by 
giving written notice to Lessee of Lessor's election to do so within 
thirty (30) days after the date of occurrence of such damage. Provided, 
however, if Lessee at that has an exercisable option to extend this 
Lease or to purchase the Premises, then Lessee may preserve this Lease 
by, within twenty (20) days following the occurrence of the damage, or 
before the expiration of the time provided in such option for its 
exercise, whichever is earlier ("Exercise Period"), (I) exercising such 
option and (ii) providing Lessor with any shortage in insurance proceeds 
(or adequate assurance thereof) needed to make the repairs. If Lessee 
duly exercises such option during said Exercise Period and provides 
Lessor with funds (or adequate assurance thereof) to cover any shortage 
in insurance proceeds. Lessor shall, at Lessor's expense repair such 
damage as soon as reasonably possible and this Lease shall continue in 
full force and effect. If Lessee fails to exercise such option and 
provide such funds or assurance during said Exercise Period, then Lessor 
may at Lessor's option terminate this Lease as of the expiration of said 
sixty (60) day period following the occurrence of such damage by giving 
written notice to lessee of Lessor's election to do so within ten (10) 
days after the expiration of the Exercise Period, notwithstanding any 
term or provision in the grant of option to the contrary.
9.6    Abatement of Rent; Lessee's Remedies.
(a)    In the event of damage described in Paragraph 9.2 (Partial 
Damage-Insured), whether or not Lessor or Lessee repairs or restores the 
Premises, the Base Rent, Real Property Taxes, insurance premiums, and 
other charges, if any, payable by Lessee hereunder for the period during 
which such damage, its repair or the restoration continues (not to 
exceed the period for which rental value insurance is required under 
Paragraph 8.3(b), shall be abated in proportion to the degree to which 
Lessee's use of the Premises is impaired. Except for abatement of Base 
Rent, Real Property Taxes, insurance premiums, and other charges, if 
any, as aforesaid, all other obligations of Lessee hereunder shall be 
performed by Lessee, and Lessee shall have no claim against Lessor for 
any damage suffered by reason of any such 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 commerce, in a 
substantial and meaningful way, the repair or restoration of the 
Premises within (90) days after such obligation shall accrue, Lessee 
may, at any time prior to the commencement of such repair or 
restoration, given written notice to Lessor and to any Lenders of which 
Lessee has actual notice of Lessee's election to terminate this Lease on 
a date not less than sixty (60) days following the giving of such 
notice. If Lessee gives such notice to Lessor and such Lenders and such 
repair or restoration is not commenced within (30) days after receipt of 
such notice, this Lease shall terminate as of the date specified in said 
notice. If Lessor or a Lender commences the repair or restoration of the 
Premises within (30) days after receipt of such notice, this Lease shall 
continue in full force and effect. "Commence" as used in this Paragraph 
shall mean either the unconditional authorization of the preparation of 
the required plans, or the beginning of the actual work on the Premises, 
whichever first occurs. SEE ADDENDUM PARAGRAPH 58


<PAGE>
9.7    Hazardous Substance Conditions. If a Hazardous Substance 
Conditions occurs, unless Lessee is legally responsible thereto (in 
which case Lessee shall make the investigation and remediation thereof 
required by Applicable Law and this Lease shall continue in full force 
and effect, but subject to Lessor's rights under Paragraph 13), Lessor 
may at Lessor's option either (I) investigate and remediate such 
Hazardous Substance Condition, if required, as soon as reasonably 
possible at Lessor's expense, in which event this Lease shall continue 
in full force and effect, or (ii) if the estimated cost to investigate 
and remediate such condition exceeds twelve (12) times the then monthly 
Base Rent or $100,000, whichever is greater, give written notice to 
Lessee within thirty (30) days after receipt by Lessor of knowledge of 
the occurrence of such Hazardous Substance Condition of Lessor's desire 
to terminate this Lease as of the date sixty (60) days following the 
giving of such notice. In the event Lessor elects to give such notice of 
Lessor's intention to terminate this Lease, Lessee shall have the right 
within ten (10) days after the receipt of such notice to give written 
notice to Lessor of Lessee's commitment to pay for the investigation and 
remediation of such Hazardous Substance Condition totally at Lessee's 
expense and without reimbursement from Lessor except to the extent of an 
amount equal to twelve (12) times the then monthly Base Rent or 
$100,000, whichever is greater. Lessee shall provide Lessor with the 
funds required of Lessee or satisfactory assurance thereof within thirty 
(30) days following Lessee's said commitment. In such event this Lease 
shall continue in full force and effect, and Lessor shall proceed to 
make such investigation and remediation as soon as reasonably possible 
and the required funds are available. If Lessee does not give such 
notice and provide the required funds are available. If Lessee does not 
give such notice and provide the required funds or assurance thereof 
within the times specified above, this Lease shall terminate as of the 
date specified in Lessor's notice of termination. If a Hazardous 
Substance Condition occurs for which Lessee is not legally responsible, 
there shall be abatement of Lessee's obligations under this Lease to the 
same extent as provided in Paragraph 9.6(a) for a period of not to 
exceed twelve (12) months. SEE ADDENDUM PARAGRAPH 59
9.8    Termination-Advance Payments. Upon termination of this Lease 
pursuant to this Paragraph 9, an equitable adjustment shall be made 
concerning advance Base Rent and any other advance payments made by 
Lessee to Lessor. Lessor shall, in additon, return to Lessee so much of 
Lessee's Security Deposit has not been, or is not then required to be, 
used by Lessor under the terms of this Lease.
9.9    Waive Statutes. Lessor and Lessee agree that the terms of this 
Lease shall govern the effect of any damage to or destruction of the 
Premises with respect to the termination of this Lease and hereby waive 
the provisions of any present or future statute to the extent 
inconsistent herewith.


<PAGE>
10.     Real Property Taxes.
10.1   (a) Payment of Taxes. Lessor shall pay the Real Property Taxes, 
as defined in Paragraph 10.2 applicable to the Premises; provided, 
however, that Lessee shall pay, in addition to rent, the amount, if any, 
by which Real Property Taxes applicable to the Premises increase over 
the fiscal tax year during which the Commencement Date occurs ("Tax ). 
Subject to Paragraph 10.1(b), payment of any such Tax Increase shall be 
made by Lessee within thirty (30) days after receipt of Lessor's written 
statement setting forth the amount due and the computation thereof. 
Lessee shall promptly furnish Lessor with satisfactory evidence that 
such taxes have been paid. If any such taxes to be paid by Lessee shall 
cover any period of time prior to or after the expiration or earlier 
termination of the term hereof, Lessee's share of such taxes shall be 
equitably prorated to cover only the period of time within the tax 
fiscal year his Lease is in effect, and Lessor shall reimburse Lessee 
for any overpayment after such proration.
(b)    Advance Payment. In order to insure payment when due and before 
delinquency of any or all Real Property Taxes, Lessor reserves the 
right, at Lessor's option, to estimate the current Real Property Taxes 
applicable to the Premises, and to require such current year's Tax 
Increase to be paid in advance to Lessor by Lessee, wither (I) in a lump 
sum amount equal to the amount due, at least twenty (20) days prior to 
the applicable delinquency date, or (ii) monthly in advance with the 
payment of the Base Rent. If Lessor elects to require payment monthly in 
advance, the monthly payment shall be that equal monthly amount which, 
over the number of months remaining before the month in which the 
applicable tax installment would become delinquent and without interest 
thereon), would provide a fund large enough to fully discharge before 
delinquency the estimated Tax Increase to be paid. When the actual 
amount of the applicable Tax Increase is known, the amount of such equal 
monthly advance payment shall be adjusted as required to provide the 
fund needed to pay the applicable Tax Increase before delinquency. If 
the amounts paid to Lessor by Lessee under the provisions of this 
Paragraph are insufficient to discharge the obligations of Lessee to pay 
such Tax Increase as the same becomes due, Lessee shall pay to Lessor, 
upon Lessor's demand, such additional sums as are necessary to pay such 
obligation. All moneys paid to Lessor under this Paragraph may be 
intermingled with other moneys of Lessor and shall not bear interest. In 
the event of a Breach by Lessee in the performance of the obligations of 
Lessee under this Lease, then any balance of funds paid to Lessor under 
the provisions of this Paragraph may, subject to proration as provided 
in Paragraph 10.1(a), at the option of Lessor, be treated as an 
additional Security Deposit under Paragraph 5.
(c)    Additional Improvements. Notwithstanding Paragraph 10.1(a) 
hereof, Lessee shall pay to Lessor upon demand therefor the entirety of 
any increase in Real Property Taxes assessed by reason of Alterations or 
Utility Installations placed upon the Premises by Lessee or at Lessee's 
request.
10.2   Definition of "Real Property Taxes" As used herein, the term 
"Real Property Taxes" 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 upon 
the Premises by any authority having the direct or indirect power to 
tax, including any city, state or federal government, or any school, 
agricultural, sanitary, fire, street, drainage or other improvement 
district thereof, levied against any legal or equitable interest of 
Lessor in the Premises or in the real property of which the Premises are 
a part, Lessor's right to rent or other income therefrom, and/or 
Lessor's business of leasing the Premises. The term "Real Property 
Taxes" shall also include any tax, fee, levy, assessment or charge, or 
any increase therein, imposed by reason of events occurring, or changes 
in applicable law taking effect, during the term of this Lease, 
including but not limited to a change of the ownership of the Premises 
or in the improvements thereon, the execution of this Lease, or any 
modification, amendment or transfer thereof, and whether or not 
contemplated by the Parties. SEE ADDENDUM PARAGRAPH 60 AND 61.

<PAGE>
10.3   Joint Assessment. If the Premises are not separately assessed, 
Lessee's 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.
10.4   Personal Property Taxes. Lessee shall pay prior to delinquency 
all taxes assessed against and levied upon Lessee Owned Alterations, 
Utility Installations, Trade Fixtures, furnishings, equipment and all 
personal property of Lessee contained in the Premises or elsewhere. 
When, possible, Lessee shall cause its Trade Fixtures, furnishings, 
equipment and all other personal property to be assessed and billed 
separately from the real property of Lessor. If any of Lessee's said 
personal property shall be assessed with Lessor's with Lessor's real 
property, Lessee shall pay 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 or, at Lessor's option, as 
provided in Paragraph 10.1(b).

11.   Utilities. Lessee shall pay for all water, gas, heat, light, 
power, telephone, trash disposal and other utilities and services 
supplied to the Premises, together with any taxes thereon. If any such 
services are not separately metered to Lessee, Lessee shall pay a 
reasonable proportion, to be determined by Lessor, of all charges 
jointly metered with other premises.
12.    Assignment and Subletting

12.1   Lessor's Consent Required
(a)    Lessee shall not voluntarily or by operation of law assign, 
transfer, mortgage or otherwise transfer or encumber (collectively, 
"assignment") or sublet all or any part of Lessee's interest in this 
Lease or in the Premises without Lessor's prior written consent given 
under and subject to the terms of Paragraph 36. SEE ADDENDUM PARAGRAPH 
62
(b)    Lessee's remedy for any breach this Paragraph 12.1 by Lessor 
shall be limited to compensatory damages and injunctive relief.


<PAGE>
12.2   Terms and Conditions Applicable to Assignment and Subletting. SEE 
ADDENDUM PARAGRAPH 63
(a)    Regardless of Lessor's consent, any assignment or subletting 
shall not:  (i) be effective without the express written assumption by 
such assignee or sublessee of the obligations of Lessee under this 
Lease, (ii) release Lessee of any obligations hereunder, or (iii) after 
the primary liability of Lessee for the payment of Base Rent and other 
sums due Lessor hereunder or for the performance of any other 
obligations to be performed by Lessee under this Lease.
(b)    Lessor may accept any rent or performance of Lessee's obligations 
from any person other than Lessee pending approval or disapproval of an 
assignment. Neither a delay in the approval or disapproval of such 
assignment nor the acceptance of  any rent or performance shall 
constitute a waiver or estoppel of Lessor's right to exercise its 
remedies for the Default or Breach by Lessee of any of the terms, 
convenants or conditions of this Lease.
(c)    The consent of Lessor to any assignment or subletting shall not 
constitute a consent to any subsequent assignment or subletting by 
Lessee or to any subsequent or successive 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 under this Lease or sublease.
(d)    In the event of any  Default or Breach of lessee's obligations 
under this Lease, Lessor may proceed directly against Lessee, any 
Guarantors or any one else responsible for the performance of the 
Lessee's obligations under this Lease, including sublessee, without 
first exhausting Lessor's remedies against any other person or entity 
responsible therefor to Lessor, or any security held by Lessor or 
Lessee.
(e)    Each request for consent to an assignment or subletting shall be 
in writing, accompanied by information relevant to lessor's 
determination as to the financial and operational responsibility and 
appropriateness of the proposed assignee or sublessee, including but not 
limited to the intended use and/or required modification of the 
Premises, if any, together with a non-refundable deposit of $1,000 or 
ten percent (10%) of the current monthly Base Rent, whichever is 
greater, as reasonable consideration for Lessor's considering and 
processing the request for consent. Lessee agrees to provide Lessor with 
such other or additional information and/or documentation as may be 
reasonably requested by Lessor.
(f)    Any assignee if, or sublessee under, this Lease shall, by reason 
of accepting such assignment or entering into such sublease, be deemed, 
for the benefit of Lessor, to have assumed and agreed to  conform and 
comply with each and every term, covenant, condition and obligation 
herein to be observed or performed by Lessee during the term of said 
assignment or sublease, other than such obligations as are contrary to 
or inconsistent with provisions of an assignment or sublease to which 
Lessor has specifically consented in writing.

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

<PAGE>
(a)    Lessee hereby assigns and transfers to Lessor all of Lessee's 
interest in all rentals and income arising from any sublease of all or a 
portion of the Premises 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 Breach (as 
defined in Paragraph 13.1) shall occur in the performance of Lessee's 
obligations under this Lease, Lessee may, except as otherwise provided 
in this Lease, receive, collect and enjoy the rents accruing under such 
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 sublease. Lessee hereby irrevocably authorizes and 
directs any such sublessee, upon receipt of a written notice from Lessor 
stating that a Breach exists in the performance of Lessee's obligations 
under this Lease, to pay to Lessor the rents and other charges due and 
to become due under the sublease. Sublessee shall rely upon any such 
statement and request from Lessor and shall pay such rents and other 
charges to Lessor without any obligation or right to inquire as to 
whether such Breach exists and notwithstanding any notice from or claim 
from Lessee to the contrary. Lessee shall have no right or claim against 
said sublessee, or, until the Breach has been cured, against Lessor, for 
any such rents and other charges so paid by said sublessee to Lessor. 
SEE ADDENDUM PARAGRAPH 64
(b)    In the event of a Breach by Lessee in the performance of its 
obligations under this Lease, Lessor, at its option and without any 
obligation to so, may require any sublessee to attorn to Lessor, in 
which event Lessor shall undertake the obligations of the sublessor 
under such sublease from the time of the exercise of said option to the 
expiration of such sublease; provided, however, Lessor shall not be 
liable for any prepaid rents or security deposit paid by such sublease 
to such sublessor or for any other prior Defaults or Breaches of such 
sublessor under such sublease.
(c)    Any matter or thing requiring the consent of the sublessor under 
a sublease shall also require the consent of Lessor herein.
(d)    No sublessee shall further assign or sublet all or any part of 
the Premises without Lessor's prior written consent.
(e)  Lessor shall deliver a copy of any notice of Default or Breach by 
Lessee to the sublessee, who shall have the right to cure the Default of 
Lessee within the grace period, if any, specified in such notice. The 
sublessee shall have the right of reimbursement and offset from and 
against Lessee for any such Defaults cured by the sublessee.


<PAGE>
13.    Default; Breach; Remedies.
13.1   Default; Breach. Lessor and Lessee agree that if an attorney is 
consulted by Lessor in connection with a Lessee Default or Breach (as 
hereinafter defined), $350.00 is a reasonable minimum sum per such 
occurrence for legal services and costs in the preparation and service 
of a notice of Default, and that Lessor may include the cost services 
and costs in said notice as rent due and payable to cure said default. A 
"Default" is defined as a failure by the Lessee to observe, comply with 
or perform any of the terms, covenants, conditions or rules applicable 
to Lessee under this Lease. A "Breach" is defined as the occurrence of 
any one or more of the following Defaults, and, where a grace period for 
cure after notice is specified herein, the failure by Lessee to cure 
such Default prior to the expiration of the applicable grace period, 
shall entitle Lessor to pursue the remedies set forth in Paragraphs 13.2 
and/or 13.3:
(a)    The abandonment of the Premises.
(b)    Except as expressly otherwise provided in this Lease, the failure 
by Lessee to make any payment of Base Rent or any other monetary payment 
required to be made by Lessee thereunder, as and when due, the failure 
by Lessee to provide Lessor with reasonable evidence of insurance or 
surely bond required under this Lease, or the failure of Lessee to 
fulfill any obligation under this Lease which endangers or threatens 
life or property, where such failure continues for a period of three (3) 
days following written notice thereof by or on behalf of Lessor to 
Lessee.
(c)    Except as expressly otherwise provided in this Lease, the failure 
by Lessee to provide Lessor with reasonable written evidence (in duly 
executed original form, if applicable) of (i) compliance with applicable 
law per Paragraph 6.3, (ii) the inspection, maintenance and service 
contracts required under Paragraph 7.1(b), (iii) the recission of an 
unauthorized assignment or subletting per Paragraph 7.1(b), (iv) a 
Tenancy Statement per Paragraphs 16 or 37, (v) the subordination or 
non-subordination of this Lease per Paragraph 30, (vi) the guaranty of 
the performance of Lessee's obligations under this Lease if required 
under Paragraphs 1.11 and 37, (vii) the execution of any document 
requested under Paragraph 42 (easements), or (viii) any other 
documentation or information which Lessor may reasonably require of 
lessee under the terms of this Lease, where any such failure continues 
for a period of ten (10) days following written notice by or on behalf 
of Lessor to Lessee.
(d)    A Default by Lessee as to the terms, covenants, conditions or 
provisions of this Lease, or of the rules adopted under Paragraph 40 
hereof, that are to be observed, complied with or performed by Lessee, 
other than those described in subparagraphs (a), (b) or (c), above, 
where such Default continues for a period of thirty (30) days are 
reasonably required for its cure, then it shall not be deemed to be a 
Breach of this Lease by Lessee if Lessee commences such cure within said 
thirty (30) day period and thereafter diligently prosecutes such cure to 
completion.
(e)    The occurrence of any of the following events: (I) The making by 
lessee of any general arrangement or assignment for the benefit of 
creditors; (ii) Lessee's becoming a "debtor" as defined in 11 U.S.C. 
sec. 101 of any successor statute thereto (unless, in the case of a 
petition filed against lessee, the same is dismissed within sixty (60); 
(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; provided, however, in 
the event that any provision of this subparagraph (e) is contrary to any 
applicable law, such provision shall be of no force or effect, and not 
affect the validity of the remaining provisions.

<PAGE>
(f)    The discovery by Lessor that any financial statement given to 
lessor by Lessee or any Guarantor of Lessee's obligations hereunder was 
materially false.
(g)    If the performance of Lessee's obligations under this Lease is 
guaranteed: (I) the death of guarantor, (ii) the termination of a 
guarantor's liability with respect to this lease other than in 
accordance with the terms of such guaranty, (iii) a guarantor's becoming 
insolvent or the subject of a bankruptcy filing, (iv) a guarantor's 
refusal to honor the guaranty, or (v) a guarantor's breach of its 
guaranty obligation on an anticipatory breach basis, and Lessee's 
failure, within sixty (60) days following written notice by or on behalf 
of Lessor to Lessee of any such event, to provide Lessor with written 
alternative assurance or security, which, when coupled with the then 
existing resources of Lessee, equals or exceeds the combined financial 
resources of Lessee and the guarantors that existed at the time of 
execution of this Lease.
13.2   Remedies. If Lessee fails to perform any affirmative duty or 
obligation of Lessee under this Lease, within ten (10) days after 
written notice to Lessee (or in case of an emergency, without notice), 
Lessor may at its option (but without obligation to do so), perform such 
duty or obligation on Lessee's behalf, including but not limited to the 
obtaining of reasonably required bonds, Insurance policies, or 
governmental licenses, permits or approvals. The cost and expenses of 
any such performance by Lessor shall be due and payable by Lessee to 
Lessor upon invoice therefor. If any check given to Lessor by Lessee 
shall not be honored by the bank upon which it is drawn, Lessor, at its 
option, may require all future payments to be made under this Lease by 
Lessee to be made only by cashier's check. In the event of a Breach of 
this Lease by Lessee, as defined in Paragraph 13.1, with or without 
further notice or demand, and without limiting Lessor in the exercise of 
any right or remedy which Lessor may have by reason of such Breach, 
Lessor may:
(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: (I) the worth at the time of the award of the unpaid rent 
which had been earned at the time of the award of the unpaid rent which 
had been earned at the time of termination; (ii) the worth at the time 
of award of the amount by which the unpaid rent which would have been 
earned after termination until the time of award exceeds the amount of 
such rental loss that the Lessee proves could have been reasonably 
avoided; (iii) the worth at the time of award of the amount by which the 
unpaid rent for the balance of the term after the time of award exceeds 
the amount of such rental loss that the Lessee proves could be 
reasonably avoided; and (iv) any other amount necessary to compensate 
Lessor for all the detriment proximately caused by the Lessee's failure 
to perform its obligations under this Lease or which in the ordinary 
course of things would be likely to result therefrom, including but not 
limited to the cost of recovering possession of the Premises, expenses 
of reletting, including necessary renovation and alteration of the 
Premises, reasonable attorney's fees, and that portion of the leasing 
commission paid by Lessor applicable to the unexpired term of this 
Lease. The worth at the time of award of the amount referred to in 

<PAGE>
provision (iii) of the prior sentence shall be computed by discounting 
such amount at the discount rate of the Federal Reserve Bank of San 
Francisco at the time of award plus one percent (1%). Efforts by Lessor 
to mitigate damages caused by Lessee's Default or Breach of this Lease 
shall not waive Lessor's right to recover damages under this Paragraph. 
If termination of this Lease is obtained through the provisional remedy 
of unlawful detainer, Lessor shall have the right to recover in such 
proceeding the unpaid rent and damages as are recoverable therein, or 
Lessor may reserve therein the right to recover all or any part thereof 
in a separate suit for such rent and/or damages. If a notice and grace 
period required under subparagraphs 13.1(b), (c) or (d) was not 
previously given, a notice to pay rent or quit, or to perform or quit, 
as the case may be, given to Lessee under any statute authorizing the 
forfeiture of leases for unlawful detainer shall also constitute the 
applicable notice for grace period purposes required by subparagraphs 
13.1(b), (c) or (d). In such case, the applicable grace period under 
subparagraphs 13.1 (b), (c), or (d) and under the unlawful detainer 
statute shall run concurrently after the one such statutory notice, and 
the failure of Lessee to cure the Default within the greater of the two 
such grace periods shall constitute both an unlawful detainer and a 
Breach of this Lease entitling Lessor to the remedies provided for in 
this Lease and/or by said statute.
(b)    Continue the Lease and Lessee's right to possession in effect (in 
California under California Civil Code Section 1951.4) after Lessee's 
Breach and abandonment and recover the rent as it becomes due, provided 
Lessee has the right to sublet or assign, subject only to reasonable 
limitations. See paragraphs 12 and 36 for the limitations on assignment 
and subletting which limitations Lessee and Lessor agree are reasonable. 
Acts of maintenance or preservation, efforts to relate the Premises, or 
the appointment of a receiver to protect the Lessor's interest under the 
Lease, shall not constitute a termination of the Lessee's right to 
possession.
(c)    Pursue any other remedy now or hereafter available to a lessor 
under the laws or judicial decisions of the state wherein the Premises 
are located.
(d)    The expiration or termination of this Lease and/or the 
termination of Lessee's right to possession shall not relieve Lessee 
from liability under any indemnity provisions of this Lease as to 
matters occurring or accruing during the term hereof or by reason of 
Lessee's occupancy of the Premises.

<PAGE>
13.3   Inducement Recapture in Event of Breach. Any agreement by Lessor 
for free or abated rent or other charges applicable to the Premises, or 
for the giving or paying by Lessor to or for Lessee of any cash or other 
bonus, inducement or consideration for Lessee's entering into this 
Lease, all of which concessions are hereinafter referred to as 
"Inducement Provisions," shall be deemed conditioned upon Lessee's full 
and faithful performance of all of the terms, covenants and conditions 
of this Lease to be performed or observed by Lessee during the initial 
twelve (12) months of the Lease Term. Upon the occurrence of a Breach of 
this Lease by Lease by Lessee, as defined in Paragraph 13.1, any such 
inducement Provision shall automatically be deemed deleted from this 
Lease and of no further force or effect, and any rent, other charge, 
bonus, inducement or consideration theretofore abated, given or paid by 
Lessor under such an Inducement Provision shall be immediately due and 
payable by Lessee to Lessor, and recoverable by Lessor as additional 
rent due under this Lease, notwithstanding any subsequent cure of said 
Breach by Lessee. the acceptance by Lessor of rent of the cure of the 
Breach which initiated the operation of this Paragraph shall not be 
deemed a waiver by Lessor of the provisions of this Paragraph unless 
specifically so stated in writing by Lessor at the time of such 
acceptance.
13.4   Late Charges. Lessee hereby acknowledges that late payment by 
Lessee to Lessor or rent and 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 upon Lessor by the terms of any ground lease, 
mortgage or trust deed covering the Premises. Accordingly, if any 
installment of rent or any other sum due from Lessee shall not be 
received by Lessor or Lessor's designee within five (5) days after such 
amount shall be due, then, without any requirement for notice to Lessee, 
Lessee shall pay to Lessor a late charge equal to six percent (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 event constitute a waiver of Lessee's Default or 
Breach 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 Base Rent, then 
notwithstanding Paragraph 4.1 or any other provision of this Lease to 
the contrary, Base Rent shall, at Lessor's option, become due and 
payable quarterly in advance.
13.5   Breach By Lessor. Lessor shall not be deemed in breach of this 
Lease unless Lessor fails within a reasonable time to perform an 
obligation required to be performed by Lessor. For purposes of this 
Paragraph 13.5, a reasonable time shall in no event be less than thirty 
(30) days after receipt by Lessor, and by the holders of any ground 
Lease, mortgage or deed of trust covering the Premises whose name and 
address shall have been furnished Lessee in writing for such purpose, of 
written notice specifying wherein such obligation of Lessor has not been 
performed; provided, however, that if the nature of Lessor's obligation 
is such that more than thirty (30) days after such notice are reasonably 
required for its performance, then Lessor shall not be in breach of this 
Lease if performance is commenced within such thirty (30) day period and 
thereafter diligently pursued to completion.


<PAGE>
14.    Condemnation. If the Premises or any portion thereof are taken 
under the power of eminent domain or sold under the threat of the 
exercise of said power (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 (10%) of the floor area of the Premises, or 
more than twenty-five percent (25%) of the land area not occupied by any 
building, is taken by condemnation, Lessee may, at Lessee's option, to 
be exercised in writing within ten (10) days after Lessor shall have 
given Lessee written notice of such taking (or in the absence of such 
notice, within ten (10) days after the condemning authority shall have 
taken possession) terminate this Lease as of the date the condemning 
authority takes such possession. If Lessee does not terminate this Lease 
in accordance with the foregoing, this Lease shall remain in full force 
and effect as to the portion of the Premises remaining, except that the 
Base Rent shall be reduced in the same proportion as the rentable floor 
area of the Premises taken bears to the total rentable floor area of the 
building located on the Premises. No reduction of Base Rent shall occur 
if the only portion of the Premises taken is land on which there is no 
building. 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 compensation 
separately awarded to Lessee for Lessee's relocation expenses and/or 
loss of Lessee's Trade Fixtures. In the event that this Lease is not 
terminated by reason  of such condemnation, Lessor shall to the extent 
of its net severance damages received, over and above the legal and 
other expenses incurred by Lessor in the condemnation matter, repair any 
damage to the Premises caused by such condemnation, except to the extent 
that Lessee has been reimbursed therefor by the condemning authority. 
Lessee shall be responsible for the payment of any amount in excess of 
such net severance damages required to complete such repair.

15.    Broker's Fee
15.1   The Brokers named in Paragraph 1.10 are the procuring causes of 
this Lease.
15.5   Lessee and Lessor each represent and warrant to the other that it 
has had no dealings with any person, firm, broker or finder (other than 
the Brokers, if any named in Paragraph 1.10) in connection with the 
negotiation of this Lease and/or the consummation of the transaction 
contemplated hereby, and that no broker or other person, firm or entity 
other than said named Brokers is entitled to any commission or finder's 
fee in connection with said transaction. Lessee and Lessor do each 
hereby agree to Indemnify, protect, defend and hold the other harmless 
from and against liability for compensation or charges which may be 
claimed by any such unnamed broker, finder or other similar party by 
reason of any dealings or actions of the indemnifying Party, including 
any costs, expenses, attorneys' fees reasonably incurred with respect 
thereto.


<PAGE>
16.    Tenancy Statement.
16.1   Each Party (as "Responding Party") shall within ten (10) days 
after written notice from the other Party (the "Requesting Party") 
execute, acknowledge and deliver to the Requesting Party a statement in 
writing in form similar to the then most current "Tenancy Statement" 
form published by the American Industrial Real Estate Association, plus 
such additional information, confirmation and/or statements as may be 
reasonably requested by the Requesting Party.
16.2   If Lessor desires to finance, refinance, or sell the Premises, 
any part thereof, or the building of which the Premises are a part, 
Lessee and all Guarantors of Lessee's performance hereunder shall 
deliver to any potential lender or purchaser designated by Lessor such 
financial statements of Lessee and such Guarantors as may be reasonably 
required by such tender or purchaser, including but not limited to 
Lessee's financial statements for the past three (3) years. All such 
financial statements shall be received by Lessor and such lender or 
purchaser in confidence and shall be used only for the purposes herein 
set forth. SEE ADDENDUM PARAGRAPH 65.

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

18.    Severability. The invalidity of any provision of the 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 Obligation. Any monetary payment due Lessor 
hereunder, other than late charges, not received by Lessor within thirty 
(30) days following the date on which it was due, shall bear interest 
from the thirty-first (31st) day after it was due at the rate of 12% per 
annum, but not exceeding the maximum rate allowed by law, in addition to 
the late charge provided for in Paragraph 13.4.

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

21.    Rent Defined. All monetary obligations of Lessee to Lessor under 
the terms of this Lease are deemed to be rent.

22.    No Prior or Other Agreements; Broker Disclaimer. This Lease 
contains all agreements between the Parties with respect to any matter 
mentioned herein, and no other prior or contemporaneous agreement or 
understanding shall be effective.


<PAGE>
23.    Notices.
23.1   All notices required or permitted by this Lease shall be in 
writing and may be delivered in person (by hand or by messenger or 
courier service) or may be sent by regular, certified or registered mail 
or U.S. Postal Service Express Mail, with postage prepaid, or by 
facsimile transmission, and shall be deemed sufficiently given if served 
in a manner specified in this Paragraph 23. The addresses noted adjacent 
to a Party's signature on this Lease shall be that Party's address for 
delivery or mailing  of notice purposes. Either Party may by written 
notice to the other specify a different address for notice purposes, 
except that upon Lessee's taking possession of the Premises, the 
Premises shall constitute Lessee's address for the purpose of mailing or 
delivering notices to Lessee. 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 written notice to Lessee. 
23.2  Any notice sent by registered or certified mail, return receipt 
requested, shall be deemed given on the date of delivery shown on the 
receipt card, or if no delivery date is shown, the postmark thereon. If 
sent by regular mail the notice shall be deemed given forty-eight (48) 
hours after the same is addressed as required herein and mailed with 
postage prepaid. Notices delivered by United States Express Mail or 
overnight courier that guarantees next day delivery shall be deemed 
given twenty-four (24) hours after delivery of the same to the United 
states Postal Service or courier. If any notice is transmitted by 
facsimile transmission or similar means, the same shall be deemed served 
or delivered upon telephone confirmation of receipt of the transmission 
thereof, provided a copy is also delivered via delivery or mail. If 
notice is received on a Sunday or legal holiday, it shall be deemed 
received on the next business day.

24.    Waivers. No waiver by Lessor of the Default or Breach of any 
term, covenant or condition hereof by Lessee, shall be deemed a waiver 
of any other term, covenant or condition hereof, or of any subsequent 
Default or Breach by Lessee of the same or of any other term, covenant 
or condition hereof. Lessor's consent to, or approval of, any act shall 
not be deemed to render unnecessary the obtaining of Lessor's consent 
to, or approval of, any subsequent or similar act by Lessee, or be 
construed as the basis of an estoppel to enforce the provision or 
provisions of the Lease requiring such consent. Regardless of Lessor's 
knowledge of a Default or Breach at the time of accepting rent, the 
acceptance of rent by Lessor shall not be a waiver of any preceding 
Default or Breach by Lessee of any provision hereof, other than the 
failure of Lessee to pay the particular rent so accepted. Any payment 
given Lessor by Lessee may be accepted by Lessor on account of moneys or 
damages due Lessor, notwithstanding any qualifying statements or 
conditions made by Lessee in connection therewith, which such statements 
and/or conditions shall be of no force or effect whatsoever unless 
specifically agreed to in writing by Lessor at or before the time of 
deposit of such payment.


<PAGE>
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 and option to purchase the Premises for 
recording purposes. The Party requesting recordation shall be 
responsible for payment of any fees or taxes applicable thereto SEE 
ADDENDUM PARAGRAPH 66.

26.    No Right to Holdover. Except as provided in Paragraph 71 of the 
Addendum to this Lease, Lessee has no right to retain possession of the 
Premises or any part thereof beyond the expiration or earlier 
termination of this Lease. SEE ADDENDUM PARAGRAPH 67.

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. All provisions of the Lease to be 
observed or performed by Lessee are both covenants and conditions.

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

30.    Subordination; Attornment; Non-Disturbance.
30.1   Subordination. This Lease and any Option granted hereby shall be 
subject and subordinate to any ground lease, mortgage, deed of trust, or 
other hypothecation or security device (collectively, "Security 
Device"), now or hereafter placed by Lessor upon the real property of 
which the Premises are a part, to any and all advances made on the 
security thereof, and to all renewals, modifications, consolidations, 
replacements, and extensions thereof. Lessee agrees that the Lenders 
holding any such Security Device shall have no duty, liability or 
obligation to perform any of the obligations of Lessor under this Lease, 
but that in the event of Lessor's default with respect to any such 
obligation, Lessee will give any Lender whose name and address have been 
furnished Lessee in writing for such purpose notice of Lessor's default 
and allow such Lender thirty (30) days following receipt of such notice 
for the cure of said default before invoking any remedies Lessee may 
have by reason thereof. If any Lender shall elect to have this Lease 
and/or any Option granted hereby superior to the lien of its Security 
Device and shall give written notice thereof to Lessee, this Lease and 
such Options shall be deemed prior to such Security Device, 
notwithstanding the relative dates of the documentation or recordation 
thereof.
30.2   Attornment. Subject to the non-disturbance provisions of 
Paragraph 30.3, Lessee agrees to attorn to  a Lender or any other party 
who acquires ownership of the Premises by reason of a foreclosure of a 
Security Device, and that in the event of such foreclosure, such new 
owner shall not: (I) be liable for any act or omission of any prior 
lessor or with respect to events occurring prior to acquisition of 
ownership, (ii) be subject to any offsets or defenses which Lessee might 
have against any prior lessor, or (iii) be bound by prepayment of more 
than one (1) month's rent.

<PAGE>
30.3   Non-Disturbance. With respect to Security Devices entered into by 
Lessor after the execution of this Lease, Lessee's subordination of this 
Lease shall be subject to receiving assurance (a "non-disturbance 
agreement") from the Lender that Lessee's possession and this Lease, 
including any options to extend the term hereof, will not be disturbed 
so long as Lessee is not in Breach hereof and attorns to the record 
owner of the Premises.
30.4   Self-Executing. The agreements contained in this Paragraph 30 
shall be effective without the execution of any further documents; 
provided, however, that, upon written request from Lessor or a Lender in 
connection with a sale, financing or refinancing of the Premises, Lessee 
and Lessor shall execute such further writings as may be reasonably 
required to separately document any such subordination or 
non-subordination, attornment and/or non-disturbance agreement as is 
provided for herein.

31.    Attorney's Fees. If any Party brings an action or proceeding to 
enforce the terms hereof or declare rights hereunder, the Prevailing 
Party (as hereafter defined) in any such proceeding, action, or appeal 
thereon, shall be entitled to reasonable attorney's fees. Such fees may 
be awarded in the same suit or recovered in a separate suit, whether or 
not such action or proceeding is pursued to decision or judgment. The 
term, "Prevailing Party" shall include, without limitation, a Party who 
substantially obtains or defeats the relief sought, as the case may be, 
whether by compromise, settlement, judgment, or the abandonment by the 
other Party of its claim or defense. The attorney's fee award shall not 
be computed in accordance with any court fee schedule, but shall be such 
as to fully reimburse all attorney's fees reasonably incurred. Lessor 
shall be entitled to attorney's fees, costs and expenses incurred in the 
preparation and service of notices of Default and consultations in 
connection therewith, whether or not a legal action is subsequently 
commenced in connection with such Default or resulting Breach.

32.    Lessor's Access; Showing Premises; Repairs. Lessor and Lessor's 
agents shall have the right to enter the Premises at any time, in the 
case of emergency, and otherwise at reasonable times and with prior 
notice (except if an emergency exists) for the purpose of showing the 
same to prospective purchasers, lenders, (or lessees, during the last 
six months of the Lease Term), and making such alterations, repairs, 
improvements or additions to the Premises or to the building of which 
they are a part, as Lessor may reasonable deem necessary. Lessor may at 
any time place on or about the Premises or building any ordinary "For 
Sale" signs and Lessor may at any time during the last one hundred 
twenty (120) days of the term hereof place on or about the Premises any 
ordinary "For Lease" signs. SEE ADDENDUM PARAGRAPH 54.

<PAGE>
33.    Auctions. Lessee shall not conduct, nor permit to be conducted, 
either voluntarily or involuntarily, any auction upon the Premises 
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, except 
that Lessee may, with Lessor's prior written consent, install (but not 
on the roof) such signs as are reasonably required to advertise Lessee's 
own business. The installation of any sign on the Premises by or for 
Lessee shall be subject  to the provisions of Paragraph 7 (Maintenance, 
Repairs, Utility Installations. Trade Fixtures and Alterations). Unless 
otherwise expressly agreed herein, Lessor reserves all rights to the use 
of the roof and the right to install, and all revenues from the 
installation of, such advertising signs on the Premises, including the 
roof, as do not unreasonably interfere with the conduct of Lessee's 
business.

35.    Termination; Merger. Unless specifically stated otherwise in 
writing by Lessor, the voluntary or other surrender of this Lease by 
Lessee, the mutual termination or cancellation hereof, or a termination 
hereof by lessor for Breach by Lessee, shall automatically terminate any 
sublease or lesser estate in the Premises; provided, however, Lessor 
shall, in the event of any such surrender, termination or cancellation, 
have the option to continue any one or all of any existing subtenancies. 
Lessor's failure within ten (10) days following any such event to make a 
written election to the contrary by written notice to the holder of any 
such lesser interest, shall constitute Lessor's election to have such 
event constitute the termination of such interest.

36.    Consents.
(a)    Except for Paragraph 33 hereof (Auctions) or as otherwise 
provided herein, wherever in this Lease the consent of a Party is 
required to an act by or for the other Party, such consent shall not be 
unreasonably withheld or delayed. Lessor's actual reasonable costs and 
expenses (including but not limited to architects', attorneys', 
engineers' or other consultants' fees) incurred in the consideration of, 
or response to, a request by Lessee for any Lessor consent pertaining to 
this Lease or the Premises, including but not limited to consents to an 
assignment, a subletting or the presence or use of a Hazardous 
Substance, practice or storage tank, shall be paid by Lessee to Lessor 
upon receipt of an invoice and supporting documentation therefor. 
Subject to Paragraph 12.2(e) (applicable to assignment or subletting), 
lessor may, as a condition to considering any such request by Lessee, 
require that Lessee deposit with Lessor an amount of money (in addition 
to the Security Deposit held under Paragraph 5) reasonably calculated by 
Lessor to represent the cost Lessor will incur in considering and 
responding to Lessee's request. Except as otherwise provided, any unused 
portion of said deposit shall be refunded to Lessee without interest. 
Lessor's consent to any act, assignment of this Lease or subletting of 
the Premises by Lessee shall not constitute an acknowledgment that no 
Default or Breach by Lessee of this Lease exists, nor shall such consent 
be deemed a waiver of any then existing Default or Breach, except as may 
be otherwise specifically stated in writing by Lessor at the time of 
such consent.

<PAGE>
(b)    All conditions to Lessor's consent authorized by this Lease are 
acknowledged by Lessee as being reasonable. The failure to specify 
herein any particular condition to Lessor's consent shall not preclude 
the imposition by Lessor at the time of consent of such further or other 
conditions as are then reasonable with reference to the particular 
matter for which consent is being given.

37.    Guarantor.
37.1   If there are to be any Guarantors of this Lease per Paragraph 
1.11, the form of the guaranty to be executed by each such Guarantor 
shall be in the form most recently published by the American Industrial 
Real Estate Association, and each said Guarantor shall have the same 
obligations as Lessee under this Lease, including but not limited to the 
obligation to provide the Tenancy Statement and information called for 
by Paragraph 16.
37.2   It shall constitute a Default of the Lessee under this Lease if 
any such Guarantor fails or refuses, upon reasonable request by Lessor 
to give: (a) evidence of the due execution of the guaranty called for by 
this lease, including the authority of the Guarantor (and of the party 
signing on Guarantor's behalf) to obligate such Guarantor on said 
guaranty, and including in the case of a corporate Guarantor, a 
certified copy of a resolution of its board of directors authorizing the 
making of such guaranty, together with a certificate of incumbency 
showing the signature of the persons authorized to sign on its behalf, 
(b) current financial statements of Guarantor as may from time to time 
be requested by Lessor, (c) a Tenancy Statement, or (d) written 
confirmation that the guaranty is still in effect.

38.    Quiet Possession. Upon payment by Lessee of the rent for the 
Premises and the observance and performance of all of the covenants, 
conditions and provisions on Lessee's part to be observed and performed 
under this Lease, Lessee shall have quiet possession of the Premises for 
the entire term hereof subject to all of the provisions of this Lease.

39.    Options.
39.1   Definition. As used in this Paragraph 39 the word "Option" has 
the following meaning: (a) the right 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; (b) the 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 property of Lessor or the right of first 
offer to lease other property of Lessor; (c) the right to purchase the 
Premises, or the right of first refusal to purchase the Premises, or the 
right of first offer to purchase the Premises, or the right to purchase 
other property of Lessor, or the right of first refusal to purchase 
other property of Lessor, or the right of first offer to purchase other 
property of Lessor.

<PAGE>
39.2   Options Personal To Original Lessee. Each Option granted to 
Lessee in this Lease is personal to the original Lessee named in 
Paragraph 1.1 hereof, and cannot be voluntarily or involuntarily 
assigned or exercised by any person or entity other than said original 
Lessee while the original Lessee
is in full and actual possession of the Premises and without the 
intention of thereafter assigning or subletting. The Options, if any, 
herein granted to Lessee are not assignable, either as a part of an 
assignment of this Lease or separately or apart therefrom, and no Option 
may be separated from this Lease in any manner, by reservation or 
otherwise. SEE ADDENDUM PARAGRAPH 68
39.3   Multiple Options. In the event that Lessee has any Multiple 
Options to extend or renew this Lease, a later Option cannot be 
exercised unless the prior Options to extend or renew this lease have 
been validly 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 
period commencing with the giving of any notice of Default under 
Paragraph 13.1 and continuing until the notice Default is cured or (ii) 
during the time Lessee is in Breach of this Lease, or (iii) in the event 
that Lessor has given to Lessee three(3) or more notices of Default 
under Paragraph 13.1, whether or not the Defaults are cured, during the 
twelve (12) month period immediately preceding the exercise of the 
Option.
(b)    The period of time within which an Option may be exercised shall 
not be extended or enlarged by reason of Lessee's inability to exercise 
an Option because of the provisions of Paragraph 39.4(a).
(c)    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) Lessor gives to Lessee three (3) or 
more notices of Default under Paragraph 13.1 during any twelve (12) 
month period, whether or not the Defaults are cures, or (iii) if Lessee 
commits a Breach of this Lease.

40.    Multiple Buildings. If the Premises are part of a group of 
buildings controlled by Lessor, Lessee agrees that it will abide by, 
keep and observe all reasonable rules and regulations which Lessor may 
make from time to time for the management, safety, care, and cleanliness 
of the grounds, the parking and unloading of vehicles and the 
preservation of good order, as well as for the convenience of other 
occupants or tenants of such other buildings and their invitees, and 
that Lessee will pay its fair share of common expenses incurred in 
connection therewith.

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


<PAGE>
42.    Reservations. Lessor reserves to itself the right, from time to 
time, to grant, without the consent or joinder of Lessee, such 
easements, rights and dedications that Lessor deems necessary, 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 
agrees to sign any documents reasonably requested by Lessor to 
effectuate any such easement rights, dedication, map or restrictions.

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

44.    Authority. If either Party hereto 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 its behalf. If Lessee is 
a corporation, trust or partnership, Lessee shall, within thirty (30) 
days after request by Lessor, deliver to Lessor evidence satisfactory to 
Lessor of such authority.

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

46.    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 to 
Lessee. This Lease is not intended to be binding until executed by all 
Parties hereto. SEE ADDENDUM PARAGRAPH 69

47.    Amendments. This Lease may be modified only in writing, signed by 
the parties in interest at the time of the modification. The parties 
shall amend this Lease from time to time to reflect any adjustments that 
are made to the Base Rent or other rent payable under this Lease. As 
long as they do not materially change Lessee's obligations hereunder, 
Lessee agrees to make such reasonable non-monetary modifications to this 
Lease as may be reasonable required by an institutional, insurance 
company, or pension plan Lender in connection with the obtaining of 
normal financing or refinancing of the property of which the Premises 
are a part.


<PAGE>
48.    Multiple Parties. Except as otherwise expressly provided herein, 
if more than one person or entity is named herein as either Lessor or 
Lessee, the obligations of such Multiple Parties shall be the joint and 
several responsibility of all persons or entities named herein as such 
Lessor or Lessee.

                SEE ADDENDUM PARAGRAPH 70, 71 AND 72.

LESSOR AND LESSEE HAVE CAREFULLY READ AND REVIEWED THIS LEASE AND EACH 
TERM AND PROVISION CONTAINED HEREIN, AND BY THE EXECUTION OF THIS LEASE 
SHOW THEIR INFORMED AND VOLUNTARY CONSENT THERETO, THE PARTIES HEREBY 
AGREE THAT, AT THE TIME THIS LEASE IS EXECUTED, THE TERMS OF THIS LEASE 
ARE COMMERCIALLY REASONABLE AND EFFECTUATE THE INTENT AND PURPOSE OF 
LESSOR AND LESSEE WITH RESPECT TO THE PREMISES.
IF THIS LEASE HAS BEEN FILLED IN, IT HAS BEEN PREPARED FOR SUBMISSION TO 
YOUR ATTORNEY FOR HIS APPROVAL, FURTHER, EXPERTS SHOULD BE CONSULTED TO 
EVALUATE THE CONDITION OF THE PROPERTY AS TO THE POSSIBLE PRESENCE OF 
ASBESTOS, STORAGE TANKS OR HAZARDOUS SUBSTANCES. NO REPRESENTATION OR 
RECOMMENDATION IS MADE BY THE AMERICAN INDUSTRIAL REAL ESTATE 
ASSOCIATION OR BY THE REAL ESTATE BROKER(S) OR THEIR AGENTS OR EMPLOYEES 
AS TO THE LEGAL SUFFICIENCY, LEGAL EFFECT, OR TAX CONSEQUENCES OF THIS 
LEASE OR THE TRANSACTION TO WHICH IT RELATES; THE PARTIES SHALL RELY 
SOLELY UPON THE ADVICE OF THEIR OWN COUNSEL AS TO THE LEGAL AND TAX 
CONSEQUENCES OF THIS LEASE, IF THE SUBJECT PROPERTY IS LOCATED IN A 
STATE OTHER THAN CALIFORNIA, AN ATTORNEY FROM THE STATE WHERE THE 
PROPERTY IS LOCATED SHOULD BE CONSULTED.

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


Executed at Walnut Creek, CA         Executed at Pleasanton, CA
on August 29, 1996                   on August 23, 1996
by LESSOR:  Richard H. Kulka         by LESSEE:  Simpson Strong-tie 
                                     Company, Inc.

By /s/Richard H. Kulka               By /s/Steve Lamson
   ----------------------------      ----------------------------
Name Printed:  Richard H. Kulka      Name Printed:  Steve Lamson
Title:  Owner/Lessor                 Title:  CFO

By                                   By
Name Printed:                        Name Printed:
Title:                               Title:
Address:                             Address:

Tel No. (510)933-2232                Tel No. (510)916-7901
Fax No. (510)933-2950                Fax No.

<PAGE>
                    ADDENDUM TO STANDARD INDUSTRIAL/COMMERCIAL 
                           SINGLE-TENANT LEASE-GROSS


     This is an addendum ("Addendum") to that certain Standard 
Industrial/Commercial Single-Tenant Lease-Gross dated July 26, 1996 by 
and between Richard H. Kulka, as Lessor, and Simpson Strong Tie Company, 
Inc., as Lessee, and is hereby made a part of such aforementioned Lease.

     49.  The following provision is hereby added to Paragraph 2.3 of 
the Lease:

The preceding terms of this Paragraph 2.3 to the contrary 
notwithstanding, Lessor shall be under no obligation to remedy or cure 
any such non-compliance unless the applicable governmental agency or 
agencies having jurisdiction over such compliance requires Lessor to 
remedy the same or such non-compliance threatens the health or safety of 
the occupants of the Building as reasonably determined by Lessor and 
Lessee.

     50.  The following provisions are hereby added to Paragraph 6.2(c) 
of the Lease:

Lessee acknowledges that Lessor has delivered to Lessee a Phase I 
Environmental Site Assessment prepared by Aegis (Project No. 94-029), 
dated March 4, 1994, and Phase II data prepared by California Laboratory 
Services (Client I.D. No. N1159; Job No. 791159, Project No. 24330.1) 
(collectively, the "Environmental Reports"), which discloses that there 
are certain Hazardous Substances that exist on, in or under the 
Premises. Lessee agrees to accept the Premises notwithstanding the 
possible existence of such Hazardous Substances as disclosed in the 
aforesaid Environmental Reports. Lessor shall indemnify, protect, 
defend and hold Lessee, its agents and employees harmless from and 
against any and all losses and/or damages, liabilities, judgments, 
costs, claims, liens, expenses, penalties, permits and attorneys' and 
consultants' fees arising out of or involving any Hazardous Substances 
(or storage tank) brought onto the Premises by Lessor. Lessor's 
obligations under this Paragraph 6.2 shall include, but not be limited 
to, the effects of any contamination or injury to person, property or 
the environment created or suffered by Lessee (or any prior tenant or 
occupant of the Premises), and the cost of investigation (including 
reasonable consultants' and attorneys' fees and testing), removal, 
remediation, restoration and/or abatement thereof, or any contamination 
therein involved, arising out of or related to any Hazardous Substances 
(or storage tank) brought onto the Premises by Lessor. In addition, 
Lessor shall indemnify, protect, defend and hold Lessee, its agents and 
employees harmless from and against any and all costs of cleaning up or 
remediating any of the Hazardous Substances that are expressly referred 
to in the Environmental Reports referred to above and which may exist as 
of the Commencement Date of this Lease. The obligations of Lessor under 
this paragraph shall survive the expiration or earlier termination of 
this Lease. No termination, cancellation or release agreement entered 
into by Lessor and Lessee shall release Lessor from its obligations 
under this Lease with respect to the Hazardous Substances (or storage 
tank) referred to in this paragraph unless specifically so agreed by 
Lessee in writing at the time of such agreement.

<PAGE>
     51.  The following provisions are hereby added as Paragraph 6.2(d):

          (d)  Lessee Caused Contamination. Anything in this Lease to 
the contrary notwithstanding, Lessee shall not be liable under this 
Lease for the cleanup or remediation of any Hazardous Substances that 
are caused by persons or entities other than Lessee or its agents, 
employees, contractors or representatives.

     52.  The provisions of Paragraph 6.3 to the contrary 
notwithstanding, Lessee shall make any alteration, addition or change of 
any sort to the Premises that is required by any Applicable Law because 
of:  (i) Lessee's particular use or change of use of the Premises; (ii) 
Lessee's application for any permit or governmental approval; (iii) 
Lessee's construction or installation of any alterations, additions, 
improvements or trade fixtures or (iv) any Hazardous Substance caused 
on, in or under the Premises by Lessee or its agents, employees, 
contractors or representatives. Any other alteration, addition or 
change required by Applicable Laws which are not the responsibility of 
Lessee pursuant to the immediately preceding sentence shall be made by 
Lessor (subject to Lessor's right to reimbursement from Lessee as 
specified below).

     In the event any capital improvements are required to be 
constructed in order to comply with Applicable Law (excluding any 
Hazardous Substances law) not in effect or applicable to the Premises as 
of the Commencement Date, Lessee shall pay to Lessor, as additional 
rent, the amortized cost of such capital improvement to be determined as 
follows:

          (a)  All costs paid by Lessor to construct such capital 
improvements required by Applicable Law as described above (and which 
are the responsibility of Lessor to construct as provided above) shall 
be amortized over the use of the life of such improvement (as reasonably 
determined by Lessor in accordance with generally accepted principles) 
with interest on the unamortized balance at the then prevailing rate 
Lessor would pay if it borrowed funds to construction such improvements 
from an institutional lender (but in no event to exceed the maximum 
legal rate), and Lessor shall inform Lessee of the monthly amortization 
payment required to so amortize such costs and shall also provide Lessee 
with the information upon which such determination is made.

          (b)  As additional rent, Lessee shall pay at the same time 
that monthly Base Rent is due an amount equal to such monthly 
amortization payment for each month after such improvements are 
completed until the first to occur of (i) the expiration of the Lease 
Term (as it may be extended) or (ii) the end of the term over which such 
costs were amortized.

<PAGE>
     53.  Subject to the provisions of Paragraph 9 (Damage and 
Destruction) and Paragraph 14 (Condemnation), Lessor shall repair and 
maintain in good order and condition the roof covering, the exterior of 
the building, all equipment or facilities serving the Premises 
(excepting therefrom the HVAC system which is to be maintained pursuant 
to the terms of Paragraph 17.1(b)), the parking areas, loading and 
unloading areas, trash areas, roadways, sidewalks, walkways, parkways, 
driveways, landscaped areas, striping, bumpers, irrigation systems, 
exterior lighting facilities and fences and gates located in, on, about 
or adjacent to the Premises. All costs and expenses incurred by Lessee 
in connection with performing its maintenance and repair obligations 
described in the immediately preceding sentence shall constitute an 
"Operating Expense". A reasonable management fee not to exceed four 
percent (4%) of the gross revenues payable by Lessee to Lessor under 
this Lease shall also be included as an Operating Expense.

     For purposes of this Lease, the term "Operating Expense Base Year" 
shall mean the calendar year 1997 and the term "Comparison Year" shall 
mean each calendar year, or portion thereof, following the Operating 
Expense Base Year. As additional rent hereunder, Lessee shall pay to 
Lessor the amount by which the Operating Expenses incurred by Lessor in 
the administration, operation, maintenance and repair of the Premises as 
described above for each Comparison Year during the Lease Term exceeds 
the total Operating Expenses payable by Lessor for the Operating Expense 
Base Year ("Excess Expenses"). Lessee's Excess Expenses shall be 
payable during the Lease Term in monthly installments on the first day 
of each month in advance, without deduction, offset, prior notice or 
demand, and shall be payable concurrently with monthly installments of 
Base Rent. Lessee's Excess Expenses shall be based upon an estimate of 
the Excess Expenses for such calendar year. As close as reasonably 
possible to the end of each calendar year, Lessor shall notify Lessee of 
Lessor's estimate of the Excess Expenses for the following calendar 
year. An amount equal to one-twelfth (1/12) of such Excess Expenses 
shall be payable monthly by Lessee commencing on the first day of the 
calendar year for which such estimate is given and continuing throughout 
the remainder of said calendar year. Until notice of the Excess 
Expenses for any subsequent calendar year is delivered to Lessee, Lessee 
shall continue to pay on the basis of the prior estimate. Lessor may 
from time to time during the Lease Term, but not more than twice each 
calendar year, adjust the current estimate of Excess Expenses to reflect 
current expenditures. Following written notice to Lessee of such 
revised estimate, any subsequent payments by Lessee of Excess Expenses 
shall be based upon such revised estimate. Within 90 days after the end 
of each calendar year, or such later date after Lessor reviews the 
annual statement of Operating Expenses, Lessor shall provide Lessee with 
a reasonably detailed statement showing the actual Operating Expenses 
for the applicable Comparison Year in excess of the Base Year Operating 
Expenses. If Lessee's payments of Excess Expenses for any subsequent 
calendar year are less than or exceed the amount shown in such annual 
statement as the Excess Expenses (as prorated to reflect any partial 
year during the Lease Term), then Lessee's account shall be adjusted 
accordingly. Lessee shall pay any deficiency upon receipt of Lessor's 
invoice, and all credits will be applied by Lessor to the payment(s) 
next due for Excess Expenses (or reimbursed in cash if such credit 

<PAGE>
arises at the end of the Lease Term). Within 60 days of after the date 
of Lessee's receipt of the statement of actual Operating Expenses for 
any Comparison Year, Lessee may give Lessor written notice of its intent 
to review the books and records relating to the Operating Expenses for 
such Comparison Year. Lessee shall provide Lessor with at least 10 days 
prior written notice of the date upon which it intends to review such 
books and records. The review shall be performed during normal business 
hours at Lessee's principal place of business or such other location as 
may be designated by Lessor, and shall be performed at Lessee's sole 
cost and expense. Promptly following the completion of Lessee's review 
of such books and records, Lessee shall provide Lessor with a copy of 
the results of such review and Lessee's conclusions regarding any 
overstatement or understatement by Lessor of actual Operating Expenses 
for such Comparison Year. In the event Lessee's review shows an 
underpayment or overpayment of Excess Expenses by Lessee for such 
Comparison Year, then, subject to Lessor's confirmation by its own 
review of said records, the parties shall promptly meet to resolve any 
discrepancy. In the event Lessee fails to provide Lessor with written 
notice of its intent to review such books and records within said 60 day 
period, Lessee shall be deemed to have approved the statement of actual 
Operating Expenses for the applicable Comparison Year.

The preceding to the contrary notwithstanding, if Lessor elects to paint 
the exterior of the Premises during Lease Term, Lessee shall pay to 
Lessor, within 30 days following a receipt of a written invoice, a 
portion of the cost of such paint job in the ratio that the balance of 
the Lease Term bears to the "useful life" of the paint job.

     54.  In the event the Premises (or any portion thereof) is rendered 
unusable during and as a consequence of any repair work undertaken by or 
on behalf of Lessor, pursuant to the terms of Paragraph 7.2 or 32 of the 
Lease or Paragraph 53 of this Addendum, then the Base Rent shall be 
abated in such proportion that the Lessee's business is interfered with 
as a result of not being able to use the applicable portion of the 
Premises and such abatement shall continue for each day that the 
Premises (or a portion thereof) is rendered unusable.

     55.  In the event of an emergency that threatens the health or 
safety of Lessee or its employees, agents or invitees or threatens risk 
of damage to Tenant's property, if Lessor is unable to perform any of 
its maintenance obligations in time to prevent injury or damage to 
person or property (after Lessee has exercised reasonable efforts to 
contact Lessor) then, Lessee may perform Lessor's maintenance or repair 
obligations to the extent necessary to protect Lessee's property and/or 
the health and safety of individuals within the Premises. The costs 
reasonably incurred by Lessee in performing Lessor's maintenance 
obligations in an emergency situation described above may be offset 
against such Lessee's Base Rent (but in no event may Lessee offset more 
than one months' Base Rent).

<PAGE>
     56.  If Lessor requires Lessee to remove any Lessee Owned 
Alterations and/or Utility Installations, Lessee shall so remove the 
same prior to the expiration or sooner termination of the Lease Term and 
Lessee shall repair any and all damage, if any, caused by such removal. 
Notwithstanding the foregoing, Lessee shall not be obligated to remove 
any Lessee Owed Alterations and/or Utility Installations with respect to 
which the following is true:  (i) Lessee was required, or elected, to 
obtain the approval of Lessor to the installation of the Lessee Owed 
Alteration and/or Utility Installation in question; (ii) at the time 
Lessee requested Lessor's approval, Lessee requested of Lessor in 
writing that Lessor inform Lessee of whether or not Lessor would require 
Lessee to remove such Lessee Owned Alteration and/or Utility 
Installation at the expiration of the Lease Term; and (iii) at the time 
Lessor granted its approval, it did not inform Lessee that it would 
require Lessee to remove such Lessee Owned Alteration and/or Utility 
Installation at the expiration of the Lease Term.

     57.  The "All Risk" policy of property insurance to be maintained 
by the Insuring Party shall not be required to cover any Lessee Owned 
Alterations or Utility Installations; it being understood and agreed 
that in the event any such Lessee Owned Alterations or Utility 
Installations should be damaged or destroyed, Lessor shall be under no 
obligation to repair, restore or rebuild the same. The parties hereby 
acknowledge and agree that Lessee shall not be required to insure any 
Lessee Owned Alterations or Utility Installations.

     58.  If the Premises are damaged by any peril and Lessor does not 
elect to terminate this Lease or is not entitled to terminate this Lease 
pursuant to the terms of Paragraph 9, then as soon as reasonably 
practicable, Lessor shall furnish Lessee with the written opinion of 
Lessor's architect or construction consultant as to when the restoration 
work required of Lessor may be completed. Lessee shall have the right 
to terminate this Lease in the event the Premises are damaged by any 
peril and, in the reasonable opinion of Lessor's architect or 
construction consultant, the restoration of the Premises cannot be 
substantially completed within one hundred eighty (180) days after the 
date of such damage. Such right of Lessee to terminate the Lease may be 
exercised only by delivery to Lessor of a written notice of election to 
terminate within ten (10) days after Lessee receives from Lessor the 
estimate of the time needed to complete such restoration. 
Notwithstanding the foregoing, if the estimated time to substantially 
complete such restoration is within one hundred eighty (180) days after 
the date of damage to the Premises and Lessor undertakes such repairs 
but does not substantially complete the same within one hundred eighty 
(180) days after the date of such damage, Lessee shall not be entitled 
to terminate this Lease so long as Lessor is diligently pursuing such 
restoration to completion.

     59.  If a Hazardous Substance Condition occurs for which Lessee is 
not legally responsible, and such Hazardous Substance Condition or the 
investigation or remediation thereof would render a substantial portion 
of the Premises unusable and substantially interfere with the operation 
of Lessee's business for a period of not less than one hundred eighty 
(180) consecutive days, then Lessee may terminate this Lease by written 
notice to Lessor given not later than ten (10) days following the 
expiration of such one hundred eighty (180) day period.

<PAGE>
     60.  The term "Real Property Taxes" shall not include any penalty, 
fees, interest or late charges imposed on Lessor or non-payment or late 
payment of Real Property Taxes unless such penalty fees, interest or 
late charges are imposed because Lessee did not pay the Tax Increase in 
a timely manner as required by the Lease (and then Lessee shall only be 
responsible or liable for the penalty fees, interest or late charges 
that are attributable to the amount of the Tax Increase that was not 
paid in a timely manner).

     61.  Subject to any limitations or restrictions imposed by any 
deeds of trust or mortgages now or hereafter covering or affecting the 
Premises, Lessee shall have the right to contest or review the amount or 
validity of any Real Property Tax by appropriate legal proceedings (but 
which is not to be deemed or construed in any way as relieving, 
modifying or extending Lessee's covenant to pay any Tax Increase at the 
time and in the manner as provided in Paragraph 10 of the Lease). 
However, as a condition of Lessee's right to contest, if such contested 
Real Property Tax is not paid before such contest and if the legal 
proceedings shall not operate to prevent or stay the collection of the 
Real Property Tax so contested, Lessee shall before instituting any such 
proceeding, protect the Premises and the interest of Lessor and of the 
beneficiary of a deed of trust or the mortgagee of a mortgage affecting 
the Premises against any lien upon the Premises by a surety bond, issued 
by an insurance company acceptable to Lessor, and in an amount equal to 
the greater of one and one-half (1 1/2) times the amount contested and 
the interest and penalties in connection therewith. Any contest as to 
the validity or amount of any Real Property Tax, whether such contest is 
made before or after payment, shall be made by Lessee in Lessee's own 
name, or, if required by law, in the name of Lessor or both Lessor and 
Lessee. Lessee shall defend, indemnify and hold harmless Lessor from 
and against any and all costs or expenses, including attorney fees, in 
connection with any such proceedings brought by Lessee, whether in its 
own name or not. Lessee shall be entitled to retain any refund of any 
such contested Real Property Tax and penalties or interest thereon which 
have been paid by Lessee. Nothing contained herein shall be construed 
as affecting or limiting Lessor's right to contest any Real Property Tax 
at Lessor's expense.

     62.  If Lessee is a corporation, the following shall be deemed a 
voluntary assignment of Lessee's interest in this Lease:  (i) any 
dissolution, merger, consolidation or other reorganization of or 
affecting Lessee, whether or not Lessee is the surviving corporation; 
and (ii) if the capital stock of Lessee is not publicly traded, the sale 
or transfer to one person or entity (or to any group of related persons 
or entities) of stock possessing more than thirty-three and one-third 
percent (33-(%) of the total combined voting power of all classes of 
Lessee's capital stock issued, outstanding and entitled to vote for the 
election of directors. If Lessee is a partnership, any withdrawal or 
substitution (whether voluntary, involuntary or by operation of law, and 
whether occurring at any time or over a period of time) of any partner 
owning twenty-five percent (25%) or more (cumulatively) of any interest 
in the capital or profits of the partnership, or the dissolution of the 
partnership, shall be deemed a voluntary assignment of Lessee's interest 
in this Lease.

<PAGE>
     63.  Notwithstanding anything contained in Paragraph 12.1, so long 
as Lessee otherwise complies with the provisions of Paragraph 12, Lessee 
may enter into any of the following transfers (a "Permitted Transfer") 
without Lessor's prior written consent, and Lessor shall not be entitled 
to receive any part of any Subrent (as defined below) resulting 
therefrom that would otherwise be due it pursuant to the terms below:

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

               (ii)  Lessee may assign its interest in this Lease to a 
corporation which results from a merger, consolidation or other 
reorganization in which Lessee is not the surviving corporation, so long 
as the surviving corporation has a net worth at the time of such 
assignment that is equal to or greater than the net worth of Lessee 
immediately prior to such transaction; and

               (iii)  Lessee may assign this Lease to a corporation 
which purchases or otherwise acquires all or substantially all of the 
assets of Lessee, so long as such acquiring corporation has a net worth 
at the time of such assignment that is equal to or greater than the net 
worth of Lessee immediately prior to such transaction.

     In the event of any Permitted Transfer as described above, Lessee 
shall not be released of its liability for the performance of any or all 
of its obligations under the Lease.

     64.  If Lessee assigns its interest in this Lease, then Lessee 
shall pay to Lessor fifty percent (50%) of all Subrent (as defined 
below) received by Lessee over and above (i) the assignee's agreement to 
assume the obligations of Lessee under this Lease; and (ii) all 
Permitted Transfer Costs (as defined below) related to such assignment. 
In the case of an assignment, the amount of Subrent owed to Lessor shall 
be paid to Lessor on the same basis, whether periodic or in lump sum, 
that such Subrent is paid to Lessee by the assignee. If Lessee sublets 
any part of the Premises, then with respect to the space so subleased, 
Lessee shall pay to Lessor fifty percent (50%) of the positive 
difference, if any, between (i) all Subrent paid by the subtenant to 
Lessee, less (ii) the sum of all monthly Base Rent and additional rent 
allocable to the space sublet and all Permitted Transfer Costs related 
to such sublease. Such amount shall be paid to Lessor on the same 
basis, whether periodic or in lump sum, that such Subrent is paid to 
Lessee by its subtenant. In calculating Lessor's share of any periodic 
payments, all Permitted Transfer Costs shall be first recovered by 
Lessee. As used above, the term "Subrent" shall mean any consideration 

<PAGE>
of any kind received, or to be received, by Lessee as a result of the 
assignment, transfer or subletting, if such sums are related to Lessee's 
interest in this Lease or in the Premises, including payments from or on 
behalf of the transferee (in excess of the book value thereof) for 
Lessee's assets, fixtures, leasehold improvements, inventory, good will, 
equipment, furniture and general intangibles. As used above, the term 
"Permitted Transfer Costs" shall mean all reasonably leasing commissions 
paid to third parties not affiliated with Lessee in order to obtain the 
assignment or subletting in question, and all tenant improvement costs 
reasonably incurred by Lessee in order to obtain the assignment or 
subletting in question.

     65.  The provisions of Paragraph 16.2 of the Lease to the contrary 
notwithstanding, the parties hereto acknowledge and agree that Lessee 
shall not be obligated to deliver financial statements of Lessee to 
Lessor or its lender but shall, upon reasonable request, deliver to 
Lessor or its lender (or prospective lender) consolidated financial 
statements of Simpson Manufacturing, Inc. The foregoing 
notwithstanding, if at any time during the Lease Term, Tenant is no 
longer a wholly owned subsidiary of Simpson Manufacturing, Inc., then 
Tenant shall, upon reasonable request by Lessor or its lender (or 
prospective lender), furnish to such requesting party separate financial 
statements for Lessee.

     66.  In the event Lessee requests that Lessor execute, acknowledge 
and deliver to Lessee a Short Form Memorandum of Lease and/or Option to 
Purchase the Premises, Lessee shall concurrently therewith deliver to 
Lessor a quitclaim deed, quitclaiming or releasing to Lessor all of 
Lessee's right, title and interest under this Lease or the Option to 
Purchase the Premises, as the case may be (or a termination agreement 
with respect to the option to purchase the Premises evidencing the 
termination or expiration of such option), in recordable form, and 
Lessor agrees not to record such quitclaim deed or termination of option 
prior to the date the Lease terminates or the option lapses or expires, 
as the case may be.

     67.  Any holding over by Lessee beyond the expiration of the Lease 
Term (or earlier termination of this Lease) shall not constitute a 
renewal or extension of the Lease or give Lessee any rights in or to the 
Premises except as expressly provided in this Lease. Any holding over 
after such expiration or earlier termination of this Lease with the 
written consent of Lessor shall be construed to be a tenancy from month-
to-month on the same terms and conditions herein specified insofar as 
applicable except that the monthly Base Rent shall be increased to an 
amount equal to one hundred fifty percent (150%) of the monthly Base 
Rent payable during the last full calendar month of the Lease Term. 
Lessee shall indemnify, defend and hold harmless Lessor from and against 
any and all damages, losses, liabilities, claims, actions, causes of 
action, costs and expenses (including, without limitation, reasonable 
attorneys' fees and court costs) arising from or related to any holding 
over by Lessee without Lessor's written consent.

<PAGE>
     68.  The provisions of Paragraph 39.2 to the contrary 
notwithstanding, Lessee may assign the option to purchase the Premises 
or the right of first refusal to purchase the Premises as described in 
Paragraphs 71 and 72 below, respectively, to an entity controlled by, 
under common control with, or that controls Lessee.

     69.  The provisions of Paragraph 46 of the Lease to the contrary 
notwithstanding, the rights and obligations of Lessor and Lessee under 
the Lease and this Addendum attached thereto shall be conditioned upon 
the termination of Lessor's existing leases with Cellular One and Full 
Cycle Global, Inc., and the vacating of such leased premises by such 
existing tenants not later than September 30, 1996. In the event such 
existing tenants have not terminated their leases and vacated their 
leased premises on or before September 30, 1996, this Lease and the 
Addendum thereto shall be terminated and be of no force or effect, and 
Lessor shall return to Lessee any advanced rental payments paid by 
Lessee pursuant to the terms of the Lease.

     70.  Prior to the Commencement Date, Lessor will furnish to the 
Premises the following improvements:

          (a)  Store front to be installed on southerly side of building 
where drive-in door is located.

          (b)  A twelve foot (12") wall-up door to be installed in 
demising wall separating both spaces.

     In addition to the foregoing, Lessor shall deliver the Premises to 
Lessee in broom-swept condition with all doors, lights and HVAC operable 
and in good working condition.

     71.  Option to Purchase the Premises. Lessor hereby grants Lessee 
an option to purchase the Premises on the following terms and 
conditions:

          (a)  The term of such option shall commence as of the 
Commencement Date and shall expire on the date twelve (12) months 
following the Commencement Date of the Lease.

          (b)  The option shall be exercised, if at all, by Lessee 
giving written notice of exercise of the option to Lessor during the 
Option Term. The notice shall specify the date on which Lessee desires 
to close the purchase ("Closing Date") and shall designate a title 
insurance company to consummate the close ("Title Company"). The 
Closing Date designated by Lessee shall be not less than ten (10) days 
nor more than thirty (30) days after the giving of the exercise notice 
(but in no event shall the Closing Date occur later than 12 months 
following the Commencement Date of the Lease). Time is of the essence 
with respect to the exercise of the Option to Purchase and the Closing 
Date.

<PAGE>
          (c)  The purchase price for the Premises shall be paid in all 
cash at the close of escrow on the Closing Date. The purchase price for 
the Premises ("Purchase Price") shall be determined as follows:

               (i)  If the close of escrow occurs during the first six 
(6) months of the term of the Lease, the Purchase Price shall be equal 
to the sum of (A) One Million Nine Hundred Twenty-five Thousand Dollars 
($1,925,000), plus (B) the amount of any and all capital expenditures 
incurred by Lessor with respect to the Premises or improvements 
constructed thereon during the period following the execution of this 
Lease and the Closing Date.

               (ii)  If the Closing Date occurs during the second six 
(6) months of the term of the Lease, the Purchase Price shall be equal 
to the sum of (A) One Million Nine Hundred Seventy-five Thousand Dollars 
($1,975,000), plus (B) the amount of any and all capital expenditures 
incurred by Lessor with respect to the Premises or improvements 
constructed thereon during the period following the execution of this 
Lease and the Closing Date.

          (d)  On or before the Closing Date, Lessee shall pay and 
deliver to the Title Company in escrow, by cashier's check, certified 
check or wire transfer, the Purchase Price for the Premises. Lessee 
shall instruct the Title Company to deliver the Purchase Price to Lessor 
at such time as the Title Company is prepared to record the grant deed 
conveying the Premises to Lessee and is prepared to issue a CLTA 
Standard Owner's Policy of title insurance to Lessee as provided below.

          (e)  Following Lessee's timely exercise of the option to 
purchase, Lessee's obligation to purchase the Premises shall be 
conditioned upon the Title Company being prepared and willing to issue 
to Lessee a CLTA Standard Owner's Policy of title insurance in the 
amount of the Purchase Price subject only to non-delinquent real 
property taxes and assessments and such other title matters as encumber 
the Premises as of the date of execution of this Lease and any other 
title matters created by Lessee's acts. In the event Lessee closes 
escrow on the purchase of the Premises pursuant to the terms of this 
Paragraph 71, Lessor shall cause any deed of trust then encumbering the 
Premises to be reconveyed.

          (f)  Lessor represents, warrants and covenants that Lessor has 
not granted to any third party a right to purchase the Premises or any 
interest therein which is superior to the rights of Lessee under this 
Paragraph 71.

          (g)  On the Closing Date, Lessor shall convey title to the 
Premises pursuant to a grant deed. Title to the Premises shall be 
delivered free and clear of all deeds of trust, and subject only to non-
delinquent real property taxes and assessments and title matters 
affecting the Premises as of the date this Lease is executed. The cost 
of the title insurance policy shall be borne by Lessee.

<PAGE>
          (h)  Real property taxes and assessments and rents shall be 
prorated as of the close of escrow. All escrow fees, documentary 
transfer taxes, city conveyance taxes, if any, and title insurance 
premiums shall be borne by Lessee. Each party shall be responsible for 
its own attorneys' fees incurred in connection with the purchase and 
sale of the Premises.

          (i)  Time is of the essence with respect to the option to 
purchase. If the option to purchase is not exercised in the manner 
provided herein, or if the close of escrow does not occur within twelve 
(12) months following the Commencement Date of the Lease, Lessee shall 
have no right to purchase the Premises and this option may not be 
revived by any subsequent payment or further action by Lessee.

          (j)  Lessor and Lessee each represent and warrant to the other 
that it has had no dealings with any real estate broker or agent in 
connection with the purchase option described above other than the 
brokers identified in Paragraph 1.10. Each party agrees to indemnify, 
defend and hold the other party harmless from and against any and all 
liabilities, obligations, actions, suits, proceedings, costs and 
expenses (including, without limitation, reasonable attorneys' fees and 
court costs) in connection with any compensation, commission or charge 
claimed by any other broker, agent or the like who alleges that it is 
owed compensation, commission or charge by reason of contact with such 
party with respect to the purchase of the Premises pursuant to the terms 
of this Paragraph 71.

     72.  Right of First Refusal. If, at any time after the first 
twelve (12) months of the Lease Term and prior to the expiration or 
earlier termination of the Lease Term, Lessor receives a bona fide offer 
to purchase the Premises from a third party unrelated to Lessor, which 
offer Lessor determines to be acceptable to it, Lessor shall deliver to 
Lessee the terms of such third party offer setting forth the proposed 
purchase price and all other material terms of the sale of the Premises. 
Delivery of such third party offer to Lessee shall constitute an offer 
to sell the Premises to Lessee on the same terms and conditions as set 
forth in the third party offer. Lessee shall have twenty (20) days 
following receipt of such third party offer to deliver to Lessor written 
notice of its acceptance of the terms of the third party offer and to 
execute a purchase and sale agreement incorporating the terms of such 
third party offer. If Lessee fails to notify Lessor of its election to 
purchase the Premises or fails to execute an agreement for purchase and 
sale therefor within the aforementioned twenty (20) day period, then 
Lessee's right of first refusal shall terminate with respect to the 
Premises and Lessor may sell the Premises to a third party, free and 
clear of any rights of Lessee under this Paragraph 72, provided that 
Lessor enters into an agreement for purchase and sale of the Premises 
with a third party on terms no less favorable to Lessor (except that the 
purchase price to be paid by the third party may be not less than 
ninety-five (95%) of the purchase price set forth in the third party 
offer delivered to Lessee) within six (6) months from the date of 
delivery of the third party offer. If Lessor fails to enter into such 
third party sale agreement within such six (6) month period, then the 
terms of this Paragraph 72 shall again apply to the Premises.

<PAGE>
     If Lessee is in default under the Lease at the time Lessee would 
otherwise be entitled to exercise its right of first refusal hereunder, 
then Lessee shall have no right of first refusal with respect to the 
Premises, and Lessor may sell the Premises to a third party, free and 
clear of any rights of Lessee under this Paragraph 72.

     If Lessee acquires the Premises pursuant to this Paragraph 72, 
Lessor agrees to pay to the Brokers identified in Paragraph 1.10 of the 
Lease a real estate brokerage commission pursuant to a separate written 
agreement; provided, however, that no such commission shall have been 
earned by the brokers identified in Paragraph 1.10 of the Lease or be 
otherwise due and payable to such brokers if escrow fails to close for 
any reason whatsoever.

     IN WITNESS WHEREOF, the parties hereto have executed this Addendum 
as of this 29th day of August, 1996.


LESSOR:


/s/Richard H. Kulka
------------------------------
RICHARD H. KULKA



LESSEE:

SIMPSON STRONG TIE COMPANY, INC., a California corporation


By:  /s/Steve Lamson
     ------------------------------

Its: CFO
     ------------------------------

