MASTER LESSOR'S CONSENT TO SUBLEASE 1. North American Resort Properties, Inc., as landlord ("Master Lessor"), hereby consents to that certain sublease ("Sublease") between Spectrian Corporation, a Delaware corporation, as sublessor ("Sublessor"), and...

                       MASTER XXXXXX'S CONSENT TO SUBLEASE

     1. North American Resort  Properties,  Inc., as landlord ("Master Lessor"),
hereby  consents  to  that  certain  sublease   ("Sublease")  between  Spectrian
Corporation,  a  Delaware  corporation,  as  sublessor  ("Sublessor"),  and  GPS
Management Services, Inc., a California corporation, as sublessee ("Sublessee"),
a copy of which  Sublease  is attached  hereto as Exhibit  "A" and  incorporated
herein by this reference,  concerning that certain real property comprised of an
approximately  40,000 square foot single story building located at 0000 Xxxxxxxx
Xxxx,  Xxxxxxx,  Xxxxxxxxxx,  which is  currently  leased  by  Master  Lessor to
Sublessor  pursuant to that certain lease dated December 19, 1997, as amended by
that certain First Amendment to Lease dated February 19, 1998 (collectively, the
"Master Lease").

     2. Master Lessor hereby acknowledges receipt of a copy of the Sublease, and
consents to the terms and conditions of the Sublease.  Master Lessor,  Sublessor
and Sublessee  each  acknowledge  and agree that Master Xxxxxx is not a party to
the Sublease, and Master Lessor is not obligated to perform any term, provision,
covenant, condition or obligation under the Sublease.

     3. Sublessor hereby acknowledges and agrees that neither its entry into the
Sublease,  nor  Master  Xxxxxx's  consent  thereto,  shall in any  manner or way
release,  diminish,  impair,  affect or alter  Sublessor's  primary  and  direct
obligations to Master Lessor under the Master Lease.

     4. Sublessor and Sublessee  acknowledge and agree that the Sublease may not
be  amended,  extended,  modified,  renewed  or  cancelled  in any manner or way
without the prior written  consent of Master Lessor,  which consent shall not be
unreasonably  withheld and shall be granted or denied  within ten (10)  business
days after written request therefor; provided, however, that notwithstanding the
foregoing,  Sublessor  may  cancel or  terminate  the  Sublease  without  Master
Lessor's or Sublessee's consent in the event of a default by Sublessee under the
Sublease or in the event of a casualty  or  condemnation  which would  otherwise
give Sublessor termination rights under the Sublease.

     5. From and after the  receipt by  Sublessee  of any  written  notice  from
Master  Lessor  alleging  that an "event of  default"  (as defined in the Master
Lease) by Sublessor (as "Tenant"  under the Master Lease) has occurred under the
Master  Lease,  and   notwithstanding  any  contrary  contention  or  subsequent
instruction by Sublessor,  Sublessor hereby irrevocably authorizes and instructs
Sublessee to pay all rents due under the Sublease directly to Master Lessor (and
otherwise to attorn and perform its obligations  under the Sublease  directly to
Master  Lessor).  If Master  Lessor  provides  written  notice to Sublessee  and
Sublessor  that an  "event of  default"  (as  defined  in the  Master  Lease) by
Sublessor  (as "Tenant"  under the Master  Lease) has occurred  under the Master
Xxxxx and said alleged  event of default  continues  for ten (10)  business days
after  written  notice from Master Lessor to Sublessee of such event of default,
then Sublessee shall perform or pay, as  appropriate,  such obligation on behalf
of  Sublessor  and may deduct the costs  incurred in  performing  or paying such
obligations from the Rents next due and

                                       -1-



owing  to  Sublessor  under  the  Sublease  but no such  payment  shall  relieve
Sublessee from any of its obligations to Master Lessor.

     6. To the extent that  Sublessee  pays its rent under the Sublease,  and/or
otherwise attorns directly, to Master Lessor pursuant to the foregoing paragraph
5, Sublessor hereby  acknowledges and agrees that Sublessee's  obligations under
the Sublease  shall  thereby be satisfied  to the extent of  Sublessee's  direct
payment  and/or  performance  to Master  Lessor,  and Master  Lessor shall apply
and/or credit all Rent and other monetary  payments  Master Lessor receives from
Sublessee to any amounts owed by Sublessor as "Tenant"  under the Master  Lease.
To the extent that Sublessee pays its rent under the Sublease,  and/or otherwise
attorns directly, to Master Lessor and/or performs Sublessor's obligations under
the Master Lease  pursuant to the  foregoing  paragraph 5, Master  Lessor hereby
acknowledges  and agrees that  Sublessor's  obligations  as  "Tenant"  under the
Master  Lease shall  thereby be satisfied  to the extent of  Sublessee's  direct
payment and/or performance to Master Lessor. Notwithstanding any such receipt by
Master  Lessor of such direct  payment(s)  and/or  performance(s)  by Sublessee,
however,  Sublessor  shall not be released from its  liability  under the Master
Lease, nor shall Master Lessor thereby become a party to the Sublease nor in any
way  obligated  thereunder.  Except to the extent of the  grossly  negligent  or
intentional  misconduct of Master Lessor, or its agents or employees,  Sublessor
agrees to release  Sublessee  and Master  Lessor  from any and all  liabilities,
claims or causes of action arising out of Sublessee's  direct  payment(s) and/or
performance(s) to Master Xxxxxx as provided herein.

     7. In any action or dispute  between the  parties  arising out of or in any
way connected with this Master Xxxxxx's  Consent,  the prevailing  party in such
action or dispute  (whether by way of judgment,  arbitration  award,  mediation,
settlement  or  otherwise,  and  whether  or not  suit is  commenced),  shall be
entitled  to  collect  from the other  party the  prevailing  party's  costs and
expenses   incurred  in  connection  with  such  dispute,   including,   without
limitation, all litigation costs and reasonable attorneys' fees.

     8. Notwithstanding any provision of the Sublease or the Master Lease to the
contrary,  if the Master Lease terminates for any reason (other than as a result
of (a) a default  caused by Sublessee  under the Sublease or (b) the exercise by
Master  Lessor or the exercise by Sublessor,  in its capacity as "Tenant"  under
the Master Lease,  of its rights to terminate  because of eminent  domain and/or
damage and destruction),  the Sublease shall be automatically deemed terminated,
but the Master  Lessor shall  recognize  the Sublease as a direct Lease  between
Master  Lessor and  Sublessee  except  that to the extent any  provision  of the
Sublease is less  favorable  to Master  Lessor than the  provision of the Master
Lease, the provision of the Master Lease shall be deemed  incorporated  into the
Sublease and supersede any such contrary or inconsistent provision.

     9.  Notwithstanding  anything  to the  contrary  in the  Master  Lease,  if
Sublessee  requests  the consent of  Sublessor  and Master  Lessor to install or
construct any  alterations or  improvements  in the Subleased  Premises,  Master
Lessor  shall  notify  Sublessee  within  twenty (20) days after  Master  Lessor
receives Sublessee's request for consent (provided,  Sublessee's notice contains
all required  information  relating to the proposed alterations and improvements
as

                                       -2-



required  under  the  Master  Lease),  as to  whether  any such  alterations  or
improvements will need to be removed from the Subleased Premises by Sublessee on
or prior to the  Expiration  Date or any sooner  termination  of this  Sublease.
Master Xxxxxx hereby agrees that both Sublessor and Sublessee  shall be entitled
to rely on Master Xxxxxx's notice with respect thereto.

     10. Notwithstanding anything to the contrary in the Sublease or Section 21
of the Master Lease:

          (a) Sublessee shall have the right,  without Master Xxxxxx's  consent,
to assign the  Sublease or sublet the  Subleased  Premises  to any entity  which
controls or is under common  control  with  Sublessee  (each a ?Gap  Affiliate?)
provided that (i) The Gap, Inc. owns 100% of the Gap  Affiliate,  (ii) Sublessee
delivers written notice thereof to Master Lessor at least thirty (30) days prior
to the proposed transfer with all  documentation  necessary to determine whether
the transfer  meets the  requirements  of this  subsection  10(a),  certified by
Sublessee,  (iii) the Gap  Affiliate  has a net  worth of at least  Ten  Million
Dollars  ($10,000,000),  (iv) in the event of  assignment(s),  the  assignor and
assignee shall be and remain  jointly and severally  liable to Master Lessor for
any and all obligations of Sublessee,  and (v) Sublessee otherwise complies with
Section 21 of the Master Lease,  including  without  limitation  subsection 21.B
thereof, as incorporated into the Sublease;

          (b) if GPS Management Services, Inc., the original Sublessee,  assigns
this  Sublease to a Gap  Affiliate,  a subsequent  change in control of such Gap
Affiliate  shall not be deemed a Transfer under the Master Lease,  provided that
(i) The Gap, Inc. still owns 100% of the  ?Sublessee?  under the Sublease,  (ii)
the Sublessee  delivers  written notice thereof to Master Lessor at least thirty
(30) days prior to the proposed  transfer  with all  documentation  necessary to
determine  whether the transfer meets the requirements of this subsection 10(b),
certified by Sublessee,  (iii) the Gap Affiliate has a net worth of at least Ten
Million  Dollars  ($10,000,000),  and (iv)  Sublessee  otherwise  complies  with
Section 21 of the Master Lease,  including  without  limitation  subsection 21.B
thereof, as incorporated into the Sublease;

          (c) nothing  herein  shall be deemed to  prohibit,  or require  Master
Xxxxxx's  consent to, the sale of  Sublessee?s  stock publicly over a recognized
securities exchange or over-the-counter market;

          (d)  occupancy  of portions  of the  Subleased  Premises  (but not the
entire Subleased  Premises) from time to time by one or more Gap Affiliates that
are  wholly-owned  by The Gap,  Inc.  shall not be deemed a  Transfer  under the
Master Lease;  provided that (i) Sublessee  delivers  written  notice thereof to
Master Lessor at least thirty (30) days prior to the proposed  transfer with all
documentation necessary to determine whether the transfer meets the requirements
of this subsection  10(d),  certified by Sublessee and (ii) Sublessee  otherwise
complies  with Section 21 of the Master  Lease,  including  without  limitation,
subsection 21.B thereof, as incorporated into the Sublease; and

          (e) Sublessee may allow any person or company (i) which is a client or
customer of GPS Management Services, Inc. or (ii) which is providing services to
GPS

                                       -3-



Management  Services,  Inc. and/or The Gap, Inc., to occupy certain  portions of
the Subleased  Premises  (but not the entire  Subleased  Premises)  without such
occupancy  being  deemed a Transfer  under the Master  Lease and without  Master
Lessor's consent;  provided that (aa) Sublessee  otherwise complies with Section
21 of the Master Lease,  including without limitation,  subsection 21.B thereof,
as incorporated into the Sublease; and (bb) Sublessee shall be required,  within
thirty (30) days after request from Master Xxxxxx, to deliver to Master Lessor a
written list of the current  occupants  of the  Subleased  Premises,  which list
shall describe the relationship of such occupants to Sublessee.

          (f) Master Lessor hereby  agrees that Master  Xxxxxx's  consent to the
foregoing provisions of this Section 10 shall constitute Master Xxxxxx's consent
thereto  under the Master  Lease and  Sublessor  shall not be required to obtain
Master Lessor's consent thereto under the Master Lease.

     11.  Notwithstanding  anything to the contrary in the  Sublease,  Sublessee
shall  indemnify,  defend,  protect and hold  Master  Lessor  harmless  from and
against any and all claims, actions,  suits,  proceedings,  judgements,  losses,
costs, personal injuries, damages, liabilities,  attorneys' fees and expenses of
every type and nature,  arising from or in any way related to (a) the  presence,
use or occupancy of the  Subleased  Premises or the Project by any Gap Affiliate
or occupant of all or any portion of the  Subleased  Premises and their  agents,
contractors,  occupants, invitees,  subtenants,  assignees, or employees, or (b)
any act or  omission of any Gap  Affiliate  or occupant of all or any portion of
the  Subleased  Premises and their  agents,  contractors,  occupants,  invitees,
subtenants,  assignees,  or  employees;  provided,  however,  that the foregoing
indemnity,  defense and hold harmless  obligations shall not apply to the extent
of Master Xxxxxx's grossly negligent or intentional misconduct nor to the extent
of property damage covered by insurance carried by Master Xxxxxx and paid for as
part of Basic Operating Costs.

                                       -4-



     12. Master Lessor's address for notices shall be North American Resort
Properties, Inc., 000 Xxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx Xxxxx, Xxxxxxxxxx
00000.

Dated: July 27, 1999.

"Master Lessor"

NORTH AMERICAN RESORT PROPERTIES, INC.


By  /s/ ????
    ----------------------------------------
Its Vice President & Secretary
    ----------------------------------------

By
    ----------------------------------------
Its
    ----------------------------------------

"Sublessee"

GPS MANAGEMENT SERVICES, INC.

By  /s/ ????
    ----------------------------------------
Its Sr. Vice President, Real Estate
    ----------------------------------------

By
    ----------------------------------------
Its
    ----------------------------------------


"Sublessor"

SPECTRIAN CORPORATION


By  /s/ Xxxxx Xxxxxxxxxx
    ----------------------------------------
Its Chief Financial Officer
    ----------------------------------------


By
    ----------------------------------------
Its
    ----------------------------------------

                                       -5-


                                    SUBLEASE



         THIS SUBLEASE (this "Sublease") is dated as of July ______, 1999 and is
made by and between Spectrian Corporation, a Delaware corporation ("Sublessor"),
and GPS  Management  Services,  Inc.,  a California  corporation  ("Sublessee").
Sublessor and Sublessee hereby agree as follows:

         1.  Recitals:  This  Sublease is made with  reference  to the fact that
North American Resort Properties,  Inc., the  successor-in-interest  to Stanford
Ranch I, LLC, as landlord ("Master Lessor"),  and Sublessor,  as tenant, entered
into that  certain  lease,  dated as of December  19,  1997,  as amended by that
certain  First  Amendment to Lease dated  February 19, 1998  (collectively,  the
"Master Lease"), with respect to those certain premises located at 0000 Xxxxxxxx
Xxxx,  Xxxxxxx,  Xxxxxxxxxx  (the  "Premises").  A copy of the  Master  Lease is
attached hereto as Exhibit A. Capitalized  terms used in this Sublease which are
not otherwise  defined in this Sublease  shall have the meaning set forth in the
Master Lease.

         2.  Premises: Sublessor  hereby  subleases to Sublessee,  and Sublessee
hereby  subleases from Sublessor,  the Premises  consisting of an  approximately
40,000 square foot single story building located at 0000 Xxxxxxxx Xxxx, Xxxxxxx,
Xxxxxxxxxx (hereinafter,  the "Subleased Premises").  The Subleased Premises are
outlined in yellow on Exhibit B attached hereto.

         3.  Term:

             A. Term.  The term (the "Term") of this Sublease  shall commence on
the date on which both of the  following  have  occurred:  (i) this Sublease has
been fully  executed by both  Sublessor and  Sublessee,  and (ii)  Sublessor has
delivered the Subleased Premises to Sublessee in broom-clean  condition with all
of Sublessor's  personal  property (if any) removed from the Subleased  Premises
(the  "Commencement  Date"),  and shall expire on June 28, 2003 (the "Expiration
Date"),  unless this Sublease is sooner terminated  pursuant to its terms or the
Master  Lease  is  sooner  terminated  pursuant  to its  terms.  Notwithstanding
anything to the contrary in this Sublease, Sublessor shall have no obligation to
deliver  possession of the Subleased  Premises to Sublessee  until Master Lessor
has  delivered  to  Sublessor  its  written  consent to this  Sublease in a form
reasonably acceptable to Sublessor.  Notwithstanding anything to the contrary in
this  Sublease,  Sublessor  shall not be required to make or complete  the Minor
Repairs (as  defined in Section 5 of this  Sublease)  prior to the  Commencement
Date and Sublessor's  failure to make or complete said Minor Repairs on or prior
to the Commencement  Date shall not delay or extend the Commencement Date in any
way.

             X.  Xxxxxxxx  and   Acceptance.   If  Sublessor  fails  to  deliver
possession of the Subleased  Premises to Sublessee in accordance  with Paragraph
3.A  hereof for any reason  whatsoever,  then this Sublease shall not be void or
voidable,  nor shall  Sublessor be liable to  Sublessee  for any loss or damage;
provided, however, that if the Subleased Premises are not delivered to Sublessee
by October 1, 1999, Sublessee shall have the right, at Sublessee's sole option.




to terminate  this Sublease by delivery to Sublessor of a written notice thereof
within thirty (30) days after October 1, 1999 (the "Termination Notice"),  which
termination  shall be effective thirty (30) days after  Sublessee's  delivery of
the Termination  Notice to Sublessor,  unless within such thirty (30) day period
the Subleased Premises are delivered to Sublessee. In the event Sublessee elects
to terminate this Sublease  pursuant to the foregoing  sentence,  Sublessee must
deliver to Sublessor  the  Termination  Notice  prior to the date the  Subleased
Premises are  delivered to  Sublessee.  By taking  possession  of the  Subleased
Premises,  Sublessee conclusively shall be deemed to have accepted the Subleased
Premises in its as-is,  then-existing  condition,  without any representation or
warranty whatsoever of Sublessor with respect thereto.

             C. No Option to Extend.  The parties  hereby  acknowledge  that the
expiration  date of the  Master  Lease is June 29,  2003,  and,  notwithstanding
anything to the contrary in the Master Lease or this Sublease,  Sublessee hereby
acknowledges  and agrees that Sublessee has no option to extend the Term of this
Sublease.

         4. Rent:

             A. Base Rent.  Commencing on the  Commencement  Date and continuing
throughout  the Term,  Sublessee  shall pay to Sublessor base rent ("Base Rent")
for the Subleased Premises in monthly  installments as follows:

             Portion of Term                 Base Rent

             Commencement
             Date12/1999                     $34,080.75 per month

             01/2000  06/2001                $35,283.60 per month

             07/2001  11/2002                $36,421.65 per month

             12/2002  06/2003                $37,696.41 per month

             Base Rent and Additional  Rent (as defined in Paragraph 4.B of this
Sublease  below)  shall be paid at least  three (3)  business  days prior to the
first  (1st)  day of each  month  during  the Term of this  Sublease.  By way of
example  only,  if the  next  installment  of Rent  is due on  August  1,  1999,
Sublessee  would be required to deliver payment of the Rent to Sublessor by July
27, 1999.  Base Rent and  Additional  Rent for any period during the Term hereof
which is for less than one (1) month of the Term shall be a pro rata  portion of
the monthly  installment  due based on the actual  number of days in such month.
Base Rent and  Additional  Rent  shall be payable  without  notice or demand and
without  any  deduction,  offset,  or  abatement  (except  as  provided  in this
Sublease),  in  lawful  money of the  United  States of  America.  Base Rent and
Additional  Rent shall be paid  directly to Sublessor at Spectrian  Corporation,
000  Xxxx  Xxxx  Xxxxx,  Xxxxxxxxx,   Xxxxxxxxxx,   00000,  Attention:  Accounts
Receivable,  or such other address as may be designated in writing by Sublessor.
Sublessee  shall  reference  this  Sublease  and the  address  of the  Subleased
Premises with each payment delivered to Sublessor.


                                       2



             B. Additional  Rent. All monies other than Base Rent required to be
paid by  Sublessee  under this  Sublease,  including,  without  limitation,  all
amounts  payable  by  Sublessor  in  connection  with  the  Master  Lease or the
Subleased Premises (including,  without limitation,  all "Basic Operating Cost",
"Estimated Basic Operating Cost" and any "Basic Operating Cost Adjustment" under
Section 7 of the Master Lease),  shall be deemed  additional  rent  ("Additional
Rent").  Base Rent and  Additional  Rent shall  sometimes  be referred to herein
collectively   as  "Rent".   Sublessor   hereby   acknowledges   that  "Tenant's
Proportionate Share" (as defined in the Master Lease) of Basic Operating Cost is
100% and that Sublessee  shall be required to pay for all of the Basic Operating
Cost required to be paid by the "Tenant"  under the Master Lease.  Sublessee and
Sublessor agree, as a material part of the  consideration  given by Sublessee to
Sublessor  for this  Sublease,  that  Sublessee  shall pay all costs,  expenses,
taxes, insurance, maintenance and other charges of every kind and nature arising
in connection  with this Sublease,  the Master Lease or the Subleased  Premises,
such that Sublessor shall receive,  as net consideration for this Sublease,  all
Rent due under the Master Lease.

         5.  Repairs:  The  parties  acknowledge  and agree  that  Sublessee  is
subleasing  the  Subleased  Premises on an "as is" basis (except for those minor
repairs ("Minor Repairs") to be made to the Subleased Premises,  a comprehensive
list of which are attached  hereto as Exhibit C, which Minor  Repairs  Sublessor
shall,  or cause Master Lessor to, repair as soon as  practicable  following the
Commencement   Date),  and  that  Sublessor  has  made  no   representations  or
warranties,  express or  implied,  whatsoever,  with  respect  to the  Subleased
Premises  or the  Project.  Sublessee  acknowledges  that it has  inspected  the
Subleased  Premises and accepts the  Subleased  Premises in its existing "as is"
condition as suitable for the purposes for which the  Subleased  Premises are to
be leased. Sublessor shall have no obligation whatsoever to make or pay the cost
of  any  alterations,   improvements  or  repairs  to  the  Subleased  Premises,
including, without limitation, any improvement or repair required to comply with
any law,  regulation,  building code or ordinance  (including the Americans with
Disabilities Act of 1990).  Sublessor agrees that Sublessee shall be entitled to
receive all services  and repairs  that Master  Lessor is required to provide to
the "Tenant" under the Master Lease to the extent such obligations of the Master
Lessor are incorporated  herein,  provided,  however,  that Sublessee shall look
solely to Master Lessor for performance of any services and/or repairs  required
to be performed by Master Lessor under the terms of the Master Lease (including,
without limitation,  Master Lessor's obligations under Sections 7, 10, 23 and 24
of the Master  Lease and Master  Xxxxxx's  obligation  to comply  with laws) and
Sublessee  hereby agrees that  Sublessor's only obligations with respect thereto
shall be to (i) request  performance  of the same in writing from Master  Lessor
promptly after being  requested to do so by Sublessee,  and (ii) use Sublessor's
commercially  reasonable  efforts  (not  including  the  payment  of money,  the
incurring of any  liabilities,  or the institution of any legal  proceedings) to
obtain Master Xxxxxx's performance. Sublessee expressly waives the provisions of
Section  1932,  subsection  1, and  Sections  1941 and 1942 of the Civil Code of
California  and all  rights to make  repairs  at the  expense  of  Sublessor  as
provided in Section 1942 of said Civil Code.


                                        3



         6. Assignment and Subletting:

             A.  Sublessee  may not assign this  Sublease,  sublet the Subleased
Premises,  transfer any  interest of Sublessee  therein or permit any use of the
Subleased  Premises by any other  person or entity  (collectively,  "Transfer"),
without the prior written consent of Sublessor  (which shall not be unreasonably
withheld) and Master Lessor. A consent to one Transfer shall not be deemed to be
a consent to any subsequent Transfer. Any Transfer without such consent shall be
void.  Sublessor's  waiver or consent to any  assignment or subletting  shall be
ineffective  unless set forth in writing,  and  Sublessee  shall not be relieved
from any of its  obligations  under this  Sublease  unless the  written  consent
expressly so provides.  Any Transfer shall be subject to the terms of Section 21
of the Master Lease.

             B.  Provided  Master Lessor  consents in writing to the  following,
then notwithstanding  anything to the contrary in this Sublease or Section 21 of
the Master Lease:

                 (i)  Sublessee  shall  have  the  right,   without  Sublessor's
consent,  to assign this Sublease or sublet the Subleased Premises to any entity
which  controls  or  is  under  common  control  with  Sublessee  (each  a  "Gap
Affiliate") provided that (a) The Gap, Inc. owns 100% of the Gap Affiliate,  (b)
Sublessee  delivers  written  notice  thereof to Sublessor  and Master Lessor at
least thirty (30) days prior to the  proposed  transfer  with all  documentation
necessary  to  determine  whether the transfer  meets the  requirements  of this
subsection 6.B(ii),  certified by Sublessee and (c) Sublessee otherwise complies
with Section 21 of the Master Lease,  including without limitation subsection 21
 .B thereof, as incorporated into this Sublease;

                  (ii) if GPS Management Services, Inc., the original Sublessee,
assigns this Sublease to a Gap Affiliate, a subsequent change in control of such
Gap Affiliate  shall not be deemed a Transfer  hereunder,  provided that (a) The
Gap,  Inc.  still  owns 100% of the  "Sublessee"  under this  Sublease,  (b) the
Sublessee  delivers  written  notice  thereof to Master  Lessor and Sublessor at
least thirty (30) days prior to the  proposed  transfer  with all  documentation
necessary  to  determine  whether the transfer  meets the  requirements  of this
subsection 6.B(i),  certified by Sublessee and (c) Sublessee  otherwise complies
with Section 21 of the Master Lease,  including  without  limitation  subsection
21.B thereof, as incorporated into this Sublease;

                  (iii) nothing  herein shall be deemed to prohibit,  or require
Sublessor's consent to, the sale of Sublessee's stock publicly over a recognized
securities exchange or over-the-counter market;

                  (iv) occupancy of portions of the Subleased  Premises (but not
the entire  Subleased  Premises) from time to time by one or more Gap Affiliates
that are wholly-owned by The Gap, Inc. shall not be deemed a Transfer under this
Sublease;  provided  that (a)  Sublessee  delivers  written  notice  thereof  to
Sublessor  and Master  Lessor at least  thirty  (30) days prior to the  proposed
transfer  with all  documentation  necessary to  determine  whether the transfer
meets the  requirements of this subsection  6.B(iv),  certified by Sublessee and
(b) Sublessee otherwise complies with Section 21 of the Master Lease,  including
without limitation, subsection 21.B thereof, as incorporated into this Sublease;
and


                                       4



                  (v)  Sublessee  may allow any person or company (a) which is a
client or customer of GPS  Management  Services,  Inc. or (b) which is providing
services  to GPS  Management  Services,  Inc.  and/or The Gap,  Inc.,  to occupy
certain  portions  of the  Subleased  Premises  (but  not the  entire  Subleased
Premises) without such occupancy being deemed a Transfer and without Sublessor's
consent;  provided that (i) Sublessee  otherwise complies with Section 21 of the
Master  Lease,  including  without  limitation,   subsection  21.B  thereof,  as
incorporated  into this Sublease;  and (ii) Sublessee shall be required,  within
thirty (30) days after request from Sublessor, to deliver to Sublessor a written
list of the  current  occupants  of the  Subleased  Premises,  which  list shall
describe the relationship of such occupants to Sublessee.

             C.  Notwithstanding  anything  to the  contrary  in this  Sublease,
Sublessee shall indemnify,  defend, protect and hold Sublessor and Master Lessor
harmless  from and  against  any and all claims,  actions,  suits,  proceedings,
judgements,  losses, costs, personal injuries, damages, liabilities,  attorneys'
fees and  expenses of every type and nature,  arising from or in any way related
to (i) the presence,  use or occupancy of the Subleased  Premises or the Project
by any Gap Affiliate or occupant of all or any portion of the Subleased Premises
and their agents, contractors,  occupants, invitees,  subtenants,  assignees, or
employees or (ii) any act or omission of any Gap Affiliate or occupant of all or
any portion of the Subleased Premises and their agents, contractors,  occupants,
invitees, subtenants, assignees, or employees.

             D. Notwithstanding  anything to the contrary in this Sublease,  the
original  Sublessee under this Sublease and any assignee of Sublessee  permitted
under this Sublease shall be and remain jointly and severally  liable under this
Sublease.

         7. Use:

             A. Sublessee may use the Subleased  Premises only for the Permitted
Use as defined in the Master Lease. Sublessee shall not use, store, transport or
dispose of any Hazardous Materials in, on, under or about the Subleased Premises
or the Project  except that  Sublessee  may use small  quantities  of  Hazardous
Materials  that  are  customarily  used for  general  business  office  purposes
provided  that the use,  storage,  handling  and  disposal  thereof is in strict
compliance with all applicable  Laws.  Sublessee shall  indemnify,  defend with.
counsel reasonably  acceptable to Sublessor and hold Sublessor harmiess from and
against any and all claims, actions,  suits,  proceedings,  judgements,  losses,
costs, personal injuries, damages, liabilities,  deficiencies, fines, penalties,
attorneys'   fees,   consultants'   fees,    investigations,    detoxifications,
remediations, removals, and expenses of every type and nature, resulting from or
caused by the use,  storage,  transportation,  release,  disposal,  discharge or
emission of Hazardous Materials in, on, under or about the Subleased Premises or
the  Project  during  the Term of this  Sublease  by  Sublessee  or its  agents,
contractors,  occupants,  invitees,  subtenants,  assignees,  or employees.  For
purposes of this Sublease, the term "Hazardous Materials" shall have the meaning
set forth in the Master Lease

             B. Sublessee shall not do or permit anything to be done in or about
the Subleased Premises which would (i) injure the Subleased Premises or Project;
or (ii)  vibrate,  shake,  overload,  or impair the  efficient  operation of the
Subleased  Premises  or  the  sprinkler  systems,  heating,  ventilating  or air
conditioning  equipment,  or utilities systems located therein.  Sublessee shall
not store any materials,  supplies,  finished or unfinished products or articles
of any nature outside of the Subleased


                                       5



Premises.  Sublessee  shall  comply with all  reasonable  rules and  regulations
promulgated from time to time by Sublessor and Master Xxxxxx.

         8. Effect of Conveyance: As used in this Sublease, the term "Sublessor"
means the holder of the Tenant's  interest under the Master Lease.  In the event
of any  assignment or transfer of the Tenants s interest under the Master Lease,
which  assignment  or  transfer  may occur at any time during the Term hereof in
Sublessor's sole discretion, Sublessor shall, on and after the date of transfer,
be and hereby is entirely relieved of all covenants and obligations of Sublessor
hereunder,  and it shall be deemed  and  construed,  without  further  agreement
between the  parties,  that any  transferee  has assumed and shall carry out all
covenants and  obligations  on and after the date of transfer to be performed by
Sublessor under this Sublease.

         9.  Improvements:  No alteration or  improvements  shall be made to the
Subleased  Premises,  except in accordance  with the Master Lease,  and with the
prior written consent of both Sublessor (which consent shall not be unreasonably
withheld,  conditioned or delayed) and Master Lessor. If Sublessee  requests the
consent of Sublessor and Master  Lessor to install or construct any  alterations
or improvements  in the Subleased  Premises,  Sublessor  shall notify  Sublessee
within twenty (20) days after Sublessor receives Sublessee's request for consent
(or such  longer  period of time  required  in order to obtain  Master  Lessor's
directions  with  respect  thereto)  as  to  whether  any  such  alterations  or
improvements will need to be removed from the Subleased Premises by Sublessee on
or prior to the Expiration Date or any sooner termination of this Sublease.

         10.  Janitorial  Services:  Sublessee hereby  acknowledges that neither
Master Lessor nor Sublessor are required to provide any  janitorial  services to
the  Subleased  Premises.  Accordingly,  Sublessee  shall pay for,  and contract
directly  with,  a  janitorial  service to provide  janitorial  services  to the
Subleased Premises.

         11.  Interruption:  Except as  otherwise  set  forth in this  Sublease,
Sublessor  shall not be liable to Sublessee,  nor shall Sublessee be entitled to
terminate this Sublease or to xxxxx Rent for any of the  following:  (i) failure
or interruption of any utility system or service;  (ii) failure of Master Lessor
to maintain the Subleased Premises as may be required under the Master Lease; or
(iii)  penetration of water into or onto any portion of the Subleased  Premises.
The  obligations of Sublessor  shall not constitute the personal  obligations of
the officers,  directors,  trustees, partners, joint venturers, members, owners,
stockholders or other principals or representatives of the business entity.

         12.  Insurance:  Sublessee  shall  obtain  and keep in full  force  and
effect,  at  Sublessee's  sole cost and expense,  during the Term the  insurance
required to be carried by the "Tenant" under the Master Lease.  Sublessee  shall
include  Sublessor and Master  Lessor as an additional  insured in any policy of
insurance  carried by  Sublessee  in  connection  with this  Sublease  and shall
provide Sublessor with certificates of insurance upon Sublessor's request.

         13.  Default:  Sublessee's  failure to perform each of its  obligations
under  this  Sublease  (beyond  any notice and cure  period,  if any;  provided,
however,  that Sublessor hereby  acknowledges that, pursuant to Section 1 8.A of
this  Sublease,  Sublessee  shall be  entitled to the notice and cure period set
forth in  Section  26.A(3)  of the Master  Lease  with  respect to  non-monetary
defaults  described  therein,  subject,  however,  to  Section  18.A(v)  of this
Sublease) shall be deemed a material


                                       6



default under this Sublease. In addition, Sublessee shall be in material default
of its  obligations  under this  Sublease if  Sublessee is  responsible  for the
occurrence of any of the events of default set forth in Section 26 of the Master
Lease,  incorporated  herein,  as modified  by this  Sublease,  or if  Sublessee
commits any other act or omission  which  constitutes a default under the Master
Lease and Sublessee  fails to cure said default with any notice and cure period,
if any),

         14. Remedies: In the event of any default by Sublessee, Sublessor shall
have all of the remedies provided to the "Landlord" in the Master Lease as if an
event of default  had  occurred  thereunder  and all other  rights and  remedies
otherwise available at law and in equity. Without limiting the generality of the
foregoing,  Sublessor shall have the remedy  described in California  Civil Code
Section 1951.4  (Sublessor may continue the Subleas& in effect after Sublessee's
breach and  abandonment and recover rent as it becomes due, if Sublessee has the
right to sublet or assign,  subject only to reasonable  limitations).  Sublessor
may resort to its remedies cumulatively or in the alternative.

         15.  Surrender:  On  or  before  the  Expiration  Date  or  any  sooner
termination of this Sublease,  Sublessee shall remove all of its trade fixtures,
personal property and all alterations,  or improvements installed or constructed
by Sublessee in the  Subleased  Premises  which are required to be removed under
the terms of this Sublease or the Master Lease and shall surrender the Subleased
Premises to Sublessor in (a) good condition,  order and repair,  reasonable wear
and tear and damage by casualty  excepted  and (b) free of  Hazardous  Materials
used, stored, handled, manufactured,  transported, released, discharged, emitted
or disposed of by Sublessee  or it agents,  employees,  contractors,  occupants,
subtenants,  assignees,,  or invitees.  Sublessee shall repair any damage to the
Subleased  Premises  caused by such  removal  and in order to  comply  with this
Section 15 and the surrender provisions of the Master Lease incorporated herein.
If the Subleased Premises are not so surrendered, then Sublessee shall be liable
to Sublessor for all reasonable  and  documented  costs incurred by Sublessor in
returning  the  Subleased  Premises to the  required  condition,  plus  interest
thereon at the Applicable Interest Rate.

         16.  Broker:  Sublessor and Sublessee  each represent to the other that
they have dealt with no real estate brokers,  finders,  agents or salesmen other
than Cornish & Xxxxx Commercial,  representing Sublessor, and TM Commercial Real
Estate Services,  representing  Sublessee,  in connection with this transaction.
Each party agrees to hold the other party  harmiess  from and against all claims
for brokerage commissions,  finder's fees or other compensation due to any other
agent,  broker,  salesman or finder as a consequence of said party's  actions or
dealings with such agent, broker, salesman, or finder.

         17.  Notices:  Unless at least five (5) days' prior written notice of a
different  address  is given in the  manner  set  forth in this  paragraph,  the
address of each party for all purposes  connected  with this  Sublease  shall be
that address set forth below their  signatures at the end of this Sublease.  All
notices, demands or communications in connection with this Sublease shall be (a)
personally  delivered;  or  (b)  properly  addressed  and  (i)  submitted  to an
overnight courier service,  charges prepaid,  or (ii) deposited in the U.S. mail
(registered  or  certified,  return  receipt  requested,  and postage  prepaid).
Notices shall be deemed  delivered upon receipt,  if personally  delivered,  the
next  business day after being  submitted to an  overnight  courier  service and
three (3) business days after


                                       7



deposit in the U.S.  mail,  if mailed as set forth above.  All notices  given to
Master  Lessor under the Master  Lease shall be  considered  received  only when
delivered in accordance with the Master Lease.

         18. Other Sublease Terms:

             A. Incorporation By Reference. Except as set forth below and except
as  otherwise  provided  in this  Sublease,  the  terms and  conditions  of this
Sublease  shall  include all of the terms of the Master Lease and such terms are
incorporated  into this Sublease as if fully set forth herein,  except that: (i)
each  reference  in such  incorporated  sections  to  "Lease"  shall be deemed a
reference to this  "Sublease";  (ii) each reference to the  "Premises"  shall be
deemed a reference to the "Subleased  Premises" herein;  (iii) each reference to
"Landlord"  and  "Tenant"  shall  be  deemed  a  reference  to  "Sublessor"  and
"Sublessee",  respectively, except as otherwise expressly set forth herein' (iv)
with  respect to work,  services,  utilities,  electricity,  repairs  (or damage
caused by Master Lessor), restoration,  insurance, indemnities,  reimbursements,
representations, warranties or the performance of any other obligation of Master
Lessor under the Master  Lease,  whether or not  incorporated  herein,  the sole
obligation  of  Sublessor  shall be to request  the same in writing  from Master
Lessor  as and when  requested  to do so by  Sublessee,  and to use  Sublessor's
commercially  reasonable  efforts  (not  including  the  payment  of money,  the
incurring of any liabilities, or the institution of legal proceedings) to obtain
Master Lessor's performance;  (v) with respect to any obligation of Sublessee to
be performed under this Sublease, wherever the Master Lease grants to "Tenant" a
specified  number of days to perform  its  obligations  under the Master  Lease,
except as otherwise  provided herein,  Sublessee shall have three (3) fewer days
to perform the obligation,  including,  without limitation,  curing any defaults
(but in no event shall  Sublessee have less than two (2) business  days,  unless
(a)  there is no cure  period  under  this  Sublease  or the  Master  Lease,  as
incorporated herein, applicable thereto, or (b) the cure period is less than two
(2) business days, in which event,  the cure period shall be the cure period set
forth  in  this  Sublease  or the  Master  Lease,  as  incorporated  herein,  as
applicable  thereto);  (vi) with respect to any approval required to be obtained
from the "Landlord" under the Master Lease,  such approval must be obtained from
both Master Lessor and Sublessor,  and Sublessor's withholding of approval shall
in all events be deemed reasonable if for any reason Master Lessor's approval is
not obtained;  (vii) in any case where the "Landlord" reserves or is granted the
right to conduct test, investigate,  manage, supervise,  control, repair, alter,
regulate the use of, enter or use the Subleased  Premises or any areas  beneath,
above or adjacent thereto,  such reservation or grant of right of entry shall be
deemed to be for the benefit of both Master Lessor and Sublessor;  (viii) in any
case where "Tenant" is to indemnify, release or waive claims against "Landlord",
such indemnlty,  release or waiver shall be deemed to run from Sublessee to both
Master Lessor and  Sublessor;  (ix) in any case where "Tenant" is to execute and
deliver certain  documents or notices to "Landlord",  such  obligation  shall be
deemed to run from  Sublessee to both Master Lessor and  Sublessor;  and (x) the
following  modifications  shall  be made to the  Master  Lease  as  incorporated
herein:

                 (1)  the  following  provisions  of the  Master  Lease  are not
incorporated  herein:   Basic  Lease  Information  (Tenant,   Tenant's  Address,
Landlord,  Landlord's Address, Estimated Term Commencement Date, Length of Term,
Base Rent, Tenant's  Proportionate Share, and Broker,  only), Sections 2.A, 2.B,
3, 4.D (phrase "except for those Hazardous  Materials  listed on Exhibit "F" ...
all laws.", only), 6.A, 8.B(3) (the phrase "provided, however, that the original
Tenant ... up to Fifty  Thousand  Dollars  ($50,000.00)"  in the fifth  sentence
thereof, only), 32.A (first sentence, only), 36,


8



37.D,  37.L (as to Exhibit A, B, C and F, only), 38 (reference to Exhibits A, B,
C and F, only),  Exhibit A, Exhibit B,  Exhibit C, Exhibit F, First  Addendum to
Lease  (paragraphs  1, 2, 3, 4, 5 and 7,  only)  and  First  Amendment  to Lease
(paragraphs 1 (a, b, c, f, g, and h, only), 2,3, 4, 5, 6 and 7, only);

                 (2) references in the following  provisions to "Landlord" shall
mean Master Lessor only (subject,  however,  to clauses (iv) through (ix) of the
introductory  language to this Paragraph 18): Sections 4.B (last sentence only),
5 (last sentence only), 7.E (third sentence,  only), 8.A, 10 (first,  second and
third  sentences,  only),  15 (second  sentence,  only),  and 24  (except  first
reference to "Landlord" and except 24.E);

                 (3) any  right to xxxxx  rent  provided  to  Sublessee  through
incorporation  `of the  provisions of the Master Lease shall not exceed the rent
actually abated under the Master Lease;

                 (4)  references  to "thirty  (30) days" in Section 7.E shall be
changed to "fifteen (15) days";

                 (5)  references to  "Landlord'  in the sixth (6th)  sentence of
Section 12 shall be deemed to refer to Sublessor and Master Lessor; and

                 (6)  references  to "fifteen  (15) days" in Section 18 shall be
deemed to refer to "ten (10) days".

             B.  Assumption  of  Obligations.  This Sublease is and at all times
shall be subject and  subordinate  to the Master  Lease and the rights of Master
Lessor thereunder.  Sublessee hereby expressly assumes and agrees: (i) to comply
with all provisions of the Master Lease which are  incorporated  hereunder;  and
(ii) to perform all the  obligations on the part of the "Tenant" to be performed
under the terms of the Master Lease. In the event the Master Lease is terminated
for any reason  whatsoever,  this Sublease shall terminate  simultaneously  with
such termination and Sublessor shall have no liability to Sublessee with respect
thereto  (unless (i) said  termination  shall have been caused by the default of
Sublessor under the Master Lease,  and (ii) said Sublessor  default was not as a
result  of or  due to (a)  any  act or  omission  of  Sublessee  or its  agents,
employees,  contractors,  invitees,  occupants,  subtenants  or  assigns  or (b)
Sublessee's default under this Sublease). In the event of a conflict between the
provisions  of this  Sublease and the Master  Lease,  as between  Sublessor  and
Sublessee, the provisions of this Sublease shall control.

         19. Right to Cure Defaults:  If Sublessee fails to pay any sum of money
to  Sublessor,  or fails to  perform  any other act on its part to be  performed
hereunder,  then Sublessor may, but shall not be obligated to, make such payment
or perform such act. All such sums paid, and all  reasonable  costs and expenses
of performing any such act, shall be deemed Additional Rent payable by Sublessee
to Sublessor  upon demand,  together  with  interest  thereon at the  Applicable
Interest Rate.

         20. Conditions Precedent: This Sublease and Sublessor's and Xxxxxxxxx's
obligations  hereunder are conditioned upon  Sublessor's  receipt of the written
consent of Master Lessor to this Sublease in a form and substance  acceptable to
Sublessor.  If Sublessor fails to obtain said Master Xxxxxx's written consent to
this  Sublease  within  thirty  (30) days after  execution  of this  Sublease by
Sublessor,  then  Sublessor  may  terminate  this  Sublease by giving  Sublessee
written notice thereof If Sublessor fails to obtain said Master Xxxxxx's written
consent  to this  Sublease  within  sixty  (60) days


9



after execution of this Sublease by Sublessor, then Sublessee may terminate this
Sublease by giving Sublessor written notice thereof

        21.     Entire Agreement: This Sublease, including the terms of the
Master Lease which are
incorporated herein by reference, contains the entire agreement
between the parties concerning the
subject matter of this Sublease and supersedes all prior
agreements and understandings between the
parties concerning the subject matter of this Sublease.

        22.     Counterparts: This Sublease may be executed in one (1) or more
counterparts each of
which shall be deemed an original but all of which together shall
constitute one (1) and the same
instrument. Signature copies may be detached from the
counterparts and attached to a single copy of
this Sublease physically to form one (1) document.

         23.  Sublessor's  Obligations:  Sublessor  covenants  and  agrees  that
Sublessor will pay all Base Rent and Additional  Rent required to be paid by the
"Tenant" under the Master Lease (which  Sublessee shall reimburse  Sublessor for
in  accordance   with  the  terms  of  this  Sublease)  and  fulfill  its  other
non-monetary  obligations  under the Master Lease to the extent that the failure
to perform the same would adversely  affect  Sublessee's use or occupancy of the
Subleased Premises.


10



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

SUBLESSEE:                                SUBLESSOR:
GPS Management Services, Inc.,            Spectrian Corporation
a California corporation                  a Delaware corporation

By: /s/ Xxxx X. Xxxxxx                    By: /s/ Xxxxx Xxxxxxxxxx
   -----------------------------------       -----------------------------------

Name: Xxxx X. Xxxxxx                      Name: Xxxxx Xxxxxxxxxx
      --------------------------------         ---------------------------------

Its: Executive Vice President & C.O.O.    Its: Cheif Financial Officer
     ---------------------------------        ----------------------------------


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

Name:                                     Name:
     ---------------------------------         ---------------------------------

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

Address:                                  Address:
c/o The Gap, Inc.                         000 Xxxx Xxxx Xxxxx
000 Xxxxxx Xxxxxx                         Xxxxxxxxx, Xxxxxxxxxx 00000
Xxx Xxxxx, Xxxxxxxxxx 00000               ATTN: Chief Financial Officer
ATTN: Senior Vice President, Real Estate

with a copy to:                           with a copy to:

c/o The Gap, Inc.                         Spectrian Corporation
One Xxxxxxxx Street                       000 Xxxx Xxxx Xxxxx
Xxx Xxxxxxxxx, Xxxxxxxxxx 00000           Xxxxxxxxx, Xxxxxxxxxx 00000
ATTN: General Counsel                     ATTN: Director of Facilities


                                       11


                          BASIC LEASE INFORMATION

 LEASE DATE:                December 19, 1997

 TENANT:                    Spectrian Corporation
                            a Delaware corporation

 TENANT'S ADDRESS:          000 Xxxx Xxxx Xxxxx
                            Xxxxxxxxx, XX 00000

 LANDLORD:                  Stanford Ranch I, LLC
                            a Delaware Limited Liability company

 LANDLORDS ADDRESS:         P.O. Box 1200
                            Rocklin, CA 95677-1200

 Project:                   Xxxxxxxx Tech Center, Xxx 00
                            Xxxxxxx, XX 00000

 Building Description:      An  approximate  40,000  SF  single-story   concrete
                            tilt-up building.

 Premises:                  Approximately  20,858 square feet per office,  tech,
                            and warehouse  space situated on the western side of
                            the  building  commonly  referred  to as  Suite  500
                            located  within  Xxxxxxxx  Tech Center on ??? ?? and
                            outlined  on  the  floor  plan  attached  hereto  as
                            Exhibit A.

 Permitted Use:             General office, manufacturing storage and shipping

 Parking Density:           Tenant shall have the right to 8.3 parking spaces.

 Estimated Term

 Commencement Date:         June 1, 1998

 Length of Term:            Five (5) years.

 Base Rent:                 Shall be $17,729.30 per month or $2.85 per SF NNN

 Landlord's Expense:        Net, Net, Net

 Security Deposit:          None

 Tenant's Proportionate
 Share:                     52.1%

 Broker:                    Cornish & Xxxxx Commercial
                            0000 Xxxxxxxx Xxxx, Xxxxx 000
                            Xxxxxxxxxx, XX 00000

The foregoing Basic Lease  Information is  incorporated  into and made a part of
this Lease. Each  reference in this Lease to any of the Basic Lease  Information
shall  mean  the  respective   information  above  and  shall  be  construed  to
incorporate  all of the terms provided  under  the  particular  Lease  paragraph
pertaining to such  information. In the event of any conflict  between the Basic
Lease Information and the Lease, the latter shall control.

                                   EXHIBIT A



                     TABLE OF CONTENTS

                                                        Page

       Basic Lease Information ......................    i
       Table of Contents ............................   ii

   1   Premises .....................................    1
   2   Possession and Lease Commencement ............    1
   3   Term .........................................    1
   4   Use ..........................................    1
   5   Rules and Regulations ........................    2
   6   Rent .........................................    2
   7   Basic Operating Cost .........................    3
   8   Insurance end Indemnification ................    4
   9   Waiver of Subrogation ........................    6
  10   Landlord's Repairs and Services ..............    6
  11   Tenants Repairs ..............................    6
  12   Alterations ..................................    6
  13   Signs ........................................    7
  14   Inspection/Posting Notices ...................    7
  15   Utilities ....................................    7
  16   Subordination ................................    7
  17   Financial Statements .........................    8
  18   Estoppel Certificate .........................    8
  19   Security Deposit .............................    8
  20   Tenant's Remedies ............................    8
  21   Assignment and Subletting ....................    8
  22   Authority of Parties .........................    9
  23   Condemnation .................................    9
  24   Casualty Damage ..............................    9
  25   Holding Over .................................   10
  26   Default ......................................   10
  27   Liens ........................................   12
  28   Substitution .................................   12
  29   Transfers by Landlord ........................   12
  30   Right of Landlord to Perform Tenants Covenants   12
  31   Waiver .......................................   12
  32   Notices ......................................   12
  33   Attorney's Fees ..............................   13
  34   Successors and Assigns .......................   13
  35   Force Majeure ................................   13
  36   Brokerage Commission .........................   13
  37   Miscellaneous ................................   13
  38   Additional Provisions ........................   14
       Signatures ...................................   14

 First Addendum to Lease

  Exhibits

  Exhibit A ..................................  Site Plan
  Exhibit B ................................. Work Letter
  Exhibit C ..................... Standard Specifications
  Exhibit D ................................. Sign Policy
  Exhibit E ....................... Rules and Regulations
  Exhibit F  .............. Permitted Hazardous Materials


                                     LEASE

     THIS LEASE is made as of this 19th day of  December,  1997,  by and between
STANFORD RANCH I, LLC (hereinafter called "Landlord") and SPECTRIAN  CORPORATION
(hereinafter called "Tenant").

 1. PREMISES.

     Landlord  leases to Tenant and Tenant  leases from  Landlord upon the terms
and conditions  hereinafter set forth, those premises (the "Premises")  depicted
on the floor  plan dated  November  6,  1997,  attached  hereto as Exhibit A and
described in the Basic Lease Information. The Premises may be all or part of the
building (the "Building") or of the project (the "Project") which may consist of
more than one building.  The Building and Project are depicted  respectively  on
Exhibit A.

2.    POSSESSION AND LEASE COMMENCEMENT.

       A. Intentionally Omitted.

       B.  Construction  of  Improvements.  The term  commencement  date  ("Term
Commencement  Date")  shall be the earlier of the date on which (1) Tenant takes
possession of some or all of the Premises,  or (2) the improvements  constructed
or to be constructed in the Premises shall have been substantially  completed in
accordance  with the plans and  specifications  described on Exhibits A, B and C
attached  hereto,  whether or not substantial  completion of the Building itself
shall have occurred,  and Landlord has delivered to Tenant a copy of a temporary
or permanent  occupancy  permit.  In no event shall the Term  Commencement  Data
occur  sooner than June 1, 1998,  unless  Xxxxxx  agrees to the earlier  date in
writing. If for any reason Landlord cannot deliver possession of the Premises to
Tenant on the Estimated Term Commencement Date, Landlord shall not be subject to
any liability therefor, nor shall Landlord be in default hereunder. In the event
of any dispute as to substantial  completion of work performed or required to be
performed  by  Landlord,  the  certificate  of  Landlord's  architect or general
contractor  shall be  conclusive.  Substantial  completion  shall have  occurred
notwithstanding  Tenant's  submission  of a punchlist to Landlord,  which Tenant
shall submit,  if at all,  within  thirty (30) days after the Term  Commencement
Date. As of the Term Commencement  Date,  Tenant  acknowledges that Tenant shall
have  inspected the Premises and will accept the Premises in their then existing
"as is"  condition,  broom  clean,  as  suitable  for the  purpose for which the
Premises are leased, and Xxxxxx agrees that said Xxxxxxxx and other improvements
are in good and satisfactory  condition as of when possession was taken, subject
only to the punchlist. Tenant further acknowledges that no representations as to
the  condition  or repair of the Premises  nor  promises   to alter,  remodel or
improve the Premises  have been made by Landlord  unless such are  expressly set
forth in this Lease. Tenant shall, upon demand,  execute and deliver to Landlord
a letter of  acceptance  of delivery of the  Premises.  In no event,  subject to
Paragraph 35, shall the Term Commencement Date be later than December 31, 1998.

3. TERM The Term of this Lease shall commence on the Term  Commencement Date and
continue  in full force and effect  for the  number of months  specified  as the
Length of Term in the Basic Lease  Information or until this Lease is terminated
as otherwise provided herein. If the Term Commencement Date is a date other than
the first day of the calendar  month,  the Term shall be the number of months of
the Length of Term in addition to the remainder of the calendar month  following
the Term Commencement Date.

4. USE

       A. General Tenant shall use the Premises for the Permitted Use and for no
other use or purpose. Tenant shall control Tenant's employees, agents, customers
visitors,   invitees,   licensees,   contractors,   assignees   and   subtenants
(collectively,  "Tenant's  Parties")  in such a manner that Tenant and  Xxxxxx's
Parties  cumulatively do not exceed the Parking Density at any time.  Tenant and
Xxxxxx's Parties shall have the nonexclusive  right to use, in common with other
parties  occupying  the Building or Project,  the parking areas and driveways of
the Project,  subject to such rules and regulations as Landlord may from time to
time prescribe.

       B.  Limitations.  Tenant shall not permit any odors,  smoke,  dust,  gas,
substances,  noise or  vibrations  to emanate  from the  Premises,  nor take any
action which would constitute a nuisance or would disturb,  obstruct or endanger
any other  tenants of the Building or Project in which the Premises are situated
or interfere with their use of their  respective  premises.  Storage outside the
Premises  of  materials,  vehicles  or any  other  items is  prohibited,  unless
Landlord approves thereof in writing, which approval may be withheld by Landlord
in its sole end absolute discretion.  Tenant shall not use or allow the Premises
to be used for any improper,  immoral,  unlawful or objectionable  purpose,  nor
shall  Tenant  cause or  maintain  or permit  any  nuisance  in, on or about the
Premises.  Tenant shall not commit or suffer the  commission of any waste in, on
or about the  Premises,  Tenant  shall not  allow any sale by  auction  upon the
Premises,  or place any loads upon the floors,  walls or ceilings which endanger
the  structure,  or place any  harmful  liquids  in the  drainage  system of the
Building  or  Project.  No waste,  materials  or refuse  shall be dumped upon or
permitted  to remain  outside the  Premises  except in trash  containers  placed
inside  exterior  enclosures  designated for that purpose by Landlord.  Landlord
shall not be responsible to Tenant for the non-compliance by any other tenant or
occupant of the Building or



Project with any of the above-referenced  rules or any other terms or provisions
of such tenant's or occupant's  lease or other contract.  Xxxxxxxx agrees to use
reasonable  efforts to cause other  tenants  and  occupants  of the  Building to
comply with the above-referenced rules; however, Landlord shall not be obligated
to litigate in connection therewith.

C. Compliance  with  Regulations.  By entering the Premises,  Xxxxxx accepts the
Premises in the condition existing as of the date of such entry,  subject to all
existing  or  future   applicable   municipal,   state  and  federal  and  other
governmental  statutes,  regulations,  laws  and  ordinances,  including  zoning
ordinances  and  regulations  governing  and relating to the use,  occupancy and
possession  of the Premises  and the use,  storage,  generation  and disposal of
Hazardous  Materials  (hereinafter  defined)  in,  on  and  under  the  Premises
(collectively "Regulations").  Except for pre-existing violations, Tenant shall,
at Tenant's sole expense,  strictly  comply with all Regulations now in force or
which may  hereafter  be in force  relating to the  Premises  and the use of the
Premises and/or the use, storage,  generation of Hazardous  Materials in, on and
under the Premises.  Tenant shall,  at its sole cost and expense  obtain any and
all licenses or permits necessary for Tenant's use of the Premises. Tenant shall
promptly comply with the requirements of any board of fire underwriters or other
similar  body  now or  hereafter  constituted.  Tenant  shall  not do or  permit
anything  to be done in,  on, or about the  Premises  or bring or keep  anything
which will in any way  increase  the rate of any  insurance  upon the  Premises,
Building or Project,  or upon any contents  therein or cause a  cancellation  of
said insurance or otherwise  affect said  insurance in any manner.  Tenant shall
indemnify, defend, protect and hold Landlord harmless from and against any loss,
cost, expense,  damage,  attorneys' fees or liability arising out of the failure
of Tenant to comply with any applicable law or comply with the  requirements  as
set forth herein.

X. Xxxxxxxxx Wastes. Tenant shall not cause, or allow any of Tenant's Parties to
cause, any Hazardous Materials to be used,  generated,  stored or disposed of on
or about the Premises,  the Building or the Project,  except for those Hazardous
Materials  listed on Exhibit "F"  attached  hereto,  which shall be permitted so
long as Tenant uses, stores and handles the same in compliance with all laws. As
used in this Lease,  "Hazardous Materials" shall include, but not be limited to,
hazardous,  toxic and  radioactive  materials  and those  substances  defined as
"hazardous   substances,"  "hazardous  materials,"  "hazardous  wastes,"  "toxic
substances," or other similar  designations in any federal,  state or local law,
regulation or ordinance.  Landlord shall have the right at all reasonable  times
to inspect the Premises  and to conduct  tests and  investigations  to determine
whether  Tenant is in  compliance  with the  foregoing  provisions,  and if same
indicate Tenant has violated any laws,  breached this Lease or contaminated  the
Premises,  Building or Project in any way, in addition to any and all rights and
remedies of Landlord, the costs of all inspections,  tests and investigations to
be borne by Tenant.  Tenant shall indemnify,  defend,  protect and hold Landlord
harmless from and against all liabilities,  losses, costs and expenses, demands,
causes of action,  claims or judgments directly or indirectly arising out of the
use, generation,  storage or disposal of Hazardous Materials by Tenant or any of
Tenant's parties, which indemnity shall include without limitation,  the cost of
any required or necessary repair, cleanup or detoxification, and the preparation
of any  closure or other  required  plans,  whether  such  action is required or
necessary  prior to or  following  the  termination  of this Lease.  Neither the
written  consent by  Xxxxxxxx  to the use,  generation,  storage or  disposal of
Hazardous Materials nor the strict compliance by Tenant with all laws pertaining
to  Hazardous   Materials  shall  excuse  Tenant  from  Tenant's  obligation  of
indemnification pursuant to this Paragraph 4.X. Xxxxxx's obligations pursuant to
the foregoing indemnity shall survive the termination of this Lease.

5. RULES AND REGULATIONS.  Tenant shall  faithfully  observe and comply with any
rules and  regulations  Landlord may from time to time  prescribe in writing for
the purpose of maintaining the proper care,  cleanliness safety traffic flow and
general order of the Premises or Project. Tenant shall cause Tenant's Parties to
comply with such rules and  regulations.  Landlord shall not be  reasponsible to
Tenant for the non-compliance by any other tenant or occupant of the Building or
Project with any of the rules and regulations. Xxxxxxxx agrees to use reasonable
efforts to cause other  tenants and occupants of the Building to comply with the
above-referenced rules; however,  Landlord shall not be obligated to litigate in
connection therewith.

6. RENT

       A. Base Rent. Tenant shall pay to Landlord, without demand throughout the
Term, Base Rent as specified in the Basic Lease Information,  payable in monthly
installments  in advance on or before the first day of each calendar  month,  in
lawful money of the United States, without deduction or offset whatsoever as the
address  specified  in the Basic  Lease  information  or to such other  place as
Landlord  may from time to time  designate  in writing.  If the  obligation  for
payment of Base Rent commences on other than the first day of a month, then Base
Rent shall be prorated and the prorated  installment  shall be paid on the first
day of the calendar month succeeding the Term Commencement Date.

       B.  Additional  Rent. All monies other than Base Rent required to be paid
by Tenant hereunder,  including but not limited to, the interest and late charge
described in Paragraph 26.D., any monies spent by Landlord pursuant to Paragraph
30, and Xxxxxx's  Proportionate  Share of Basic  Operating Cost, as specified in
Paragraph 7 of this Lease,  shall be  considered  additional  rent  ("Additional
Rent"). "Rent" shall mean Base Rent and Additional Rent.

7. BASIC OPERATING COSTS.

       A. Basic Operating Cost. In addition to the Base Rent required to be paid
hereunder, Tenant shall pay as Additional Rent, Xxxxxx's Proportionate Share, as
defined in the Basic Lease Information of Basic Operating Cost in the manner set
forth below.  Landlord  shall account for each item of Basic  Operating  Cost as
either a cost  attributable to the Building or to the Project,  as determined by
Landlord in Landlord's sole  discretion,  and unless provided to the contrary in
this Lease. Tenant shall pay the applicable Tenant's Proportionate Share of each
such Basic  Operating Cost, as set forth in the Basic Lease  Information.  Basic
Operating  Cost shall mean all expenses and costs of every kind and nature which
Landlord shall pay or become obligated to paid, because of or in connection with
the management,  maintenance,  preservation and operation of the Project and its
supporting   facilities   (determined  in  accordance  with  generally  accepted
accounting  principles,  consistently  applied) including but not limited to the
following:

          (1)  Taxes.  All  real  property  taxes,  possessory  interest  taxes,
business  or license  taxes or fees,  service  payments in lieu of such taxes or
fees, annual or periodic license or use fees, excises,  transit charges, housing
fund  assessments,  open space charges,  assessments,  levies,  fees or charges,
general and special, ordinary and extraordinary, unforeseen as well as foreseen,
of any kind (including  fees "in-lieu" of any such tax or assessment)  which are
assessed,  levied,  charged,  confirmed, or imposed by any public authority upon
the Project,  its  operations or the Rent (or any portion or component  thereof)
(all of the  foregoing  being  hereinafter  collectively  referred  to as  "real
property taxes"),  or any tax imposed in substitution,  partially or totally, of
any tax previously included within the definition of real property taxes, or any
additional tax the nature of which was previously included within the definition
of real property  taxes,  except (a) inheritance or estate taxes imposed upon or
assessed against the Project,  or any part thereof or interest therein,  and (b)
taxes  computed  upon the basis of net  income of  Landlord  or the owner of any
interest therein, except as otherwise provided in the following sentence.  Basic
Operating  Cost shall also  include  any taxes,  assessments,  or any other fees
imposed by any public  authority upon or measured by the monthly rental or other
charges payable hereunder,  including,  without limitation, any gross income tax
or excise tax levied by the local governmental authority in which the Project is
located, the federal government,  or any other governmental body with respect to
receipt  of  such  rental,  or  upon,  with  respect  to or  by  reason  of  the
development,    possession,   leasing,   operation,   management,   maintenance,
alteration,  repair,  use or  occupancy by Tenant of the Premises or any portion
thereof,  or upon this  transaction  of any  document to which Tenant is a party
creating or transferring an interest or an estate in the Premises.  In the event
that it shall not be lawful for Tenant to reimburse Landlord for all or any part
of such taxes,  the monthly rental payable to Landlord under this Lease shall be
revised to net to  Landlord  the same net rental  after  imposition  of any such
taxes by Landlord as would have been payable to Landlord prior to the Payment of
such taxes.

          (2)  Insurance.  All  insurance  premiums and costs  including but not
limited to, any deductible  amounts,  premiums and cost of insurance incurred by
Landlord, as more fully set forth in Paragraph 8.A. herein.

          (3)  Repairs  and  Improvements.  Repairs,  replacements  and  general
maintenance  for the  Premises,  Building and Project  (except for those repairs
expressly made the financial responsibility of Landlord pursuant to the terms of
this Lease, repairs to the extent paid for by proceeds of insurance or by Tenant
or other third parties,  and alterations  attributable  solely to tenants of the
Project other than Tenant). Such repairs,  replacements, and general maintenance
shall  include the cost of any capital  improvements  made to or capital  assets
acquired for the Project, Building, or Premises after the Term Commencement Date
that reduce any other Basic  Operating  Cost, are  reasonably  necessary for the
health and safety of the occupants of the Project or are made to the Building by
Landlord  after the date of this Lease and are required  under any  governmental
law or regulation, such costs or allocable portions thereof to be amortized over
such reasonable period as Landlord shall determine together with interest on the
unamortized balance at the "prime rate" charged at the time such improvements or
capital  assets are  constructed  or acquired by Xxxxx  Fargo  Bank,  N.A.  (San
Francisco),  plus  two (2)  percentage  points,  but in no event  more  than the
maximum rate permitted by law.

          (4) Services.  All expenses  relating to  maintenance,  janitorial and
service  agreements  and services,  and costs of supplies and equipment  used in
maintaining the Premises, Building and Project and the equipment therein and the
adjacent sidewalks,  driveways,  parking and service areas,  including,  without
limitation,  alarm service,  window  cleaning,  elevator  maintenance,  Building
exterior maintenance and landscaping.

          (5)  Utilities.  Utilities  which  benefit  all  or a  portion  of the
Premises, Building or Project.

          (6)  Management  Fee. A management  and  accounting  cost recovery fee
equal to three percent (3%) of the sum of Base Rent and Basic Operating Cost

          (7) Legal and Accounting.  Legal and accounting  expenses  relating to
the Project, including the cost of audits by certified public accountants.

In the event that the Building is not fully  occupied  during any fiscal year of
the Term as determined by Landlord, an adjustment shall be made in computing the
Basic  Operating  Cost for such year so that Tenant pays Tenant's  Proportionate
Share of Basic Operating Cost with variable costs increased on an



extrapolated basis to what they would be if the Building was fully occupied,  as
reasonably  determined by Landlord;  provided,  however,  that in no event shall
Landlord be entitled to collect in excess of one hundred  percent  (100%) of the
total Basic  Operating  Cost from all of the tenants in the  Building  including
Tenant.

Basic  Operating Cost shall not include  specific costs incurred for the account
of, separately billed to and paid by specific tenants.

       B. Payment of Estimated Basic Operating Costs. "Estimated Basic Operating
Cost" for any  particular  year shall  mean  Landlord's  estimated  of the Basic
Operating  Cost for such fiscal year made prior to  commencement  of such fiscal
year as hereinafter provided. Landlord shall have the right from time to time to
revise its fiscal year and interim  accounting periods so long as the periods as
so revised  are  reconciled  with prior  periods in  accordance  with  generally
accepted accounting  principles applied in a consistent manner.  During the last
month of each fiscal year during the Term, or as soon thereafter as practicable,
Landlord shall give Tenant written notice of the Estimated  Basic Operating Cost
for the Cost with  installments  of Base Rent for the  fiscal  year to which the
Estimated Basic Operating Cost applies in monthly  installments on the first day
of each calendar  month during such year, in advance.  If at any time during the
course of the fiscal year,  Landlord  determines  that Basic  Operating  Cost is
projected to vary from the then Estimated  Basic Operating Cost by more than ten
percent (10%),  Landlord may, by written notice to Xxxxxx,  revise the Estimated
Basic  Operating Cost for the balance of such fiscal year, and Xxxxxx's  monthly
installments for the remainder of such year shall be adjusted so that by the end
of such fiscal year Tenant has paid to Landlord Tenant's  Proportionate Share of
the revised Estimated Basic Operating Cost for such year.

       C. Computation of Basic Operating Cost Adjustment.  "Basic Operating Cost
Adjustment" shall mean the difference between Estimated Basic Operating Cost and
Basic  Operating Cost for any fiscal year  determined as  hereinafter  provided.
Within one hundred  twenty (120) days after the end of each fiscal year Landlord
shall deliver to Tenant a statement of Basic  Operating Cost for the fiscal year
just ended  accompanied by computation of Basic  Operating Cost  Adjustment.  If
such statement shows that Xxxxxx's  payment based upon Estimated Basic Operating
Cost is less than Tenant's  Proportionate  Share of Basic  Operating  Cost, then
Tenant  shall pay to  Landlord  the  difference  within  thirty  (30) days after
receipt of such  statement.  If such statement  shows that Xxxxxx's  payments of
Estimated  Basic  Operating Cost exceed  Xxxxxx's  Proportionate  Share of Basic
Operating  Cost,  then  (provided that Tenant's not in default under this Lease)
Landlord  shall pay to Tenant  the  difference  within  thirty  (30) days  after
delivery of such statement to Tenant.  If this Lease has been  terminated or the
Team  hereof has  expired  prior to the date of such  statement,  then the Basic
Operating Cost Adjustment  shall be paid by the appropriate  party within thirty
(30)  days  after the date of  delivery  of the  statement.  Should  this  Lease
commence or  terminate  at any time other than the first day of the fiscal year.
Tenant's  Proportionate  Share of the Basic Operating Cost  adjustment  shall be
prorated by reference  to the exact  number of calendar  days during such fiscal
year that this Lease is in effect.

       D. Net  Lease.  This  shall be a net Lease and Base Rent shall be paid to
Landlord  absolutely  net of at  costs  and  expenses,  except  as  specifically
provided  to the  contrary in this Lease.  The  provisions  for payment of Basic
Operating Cost and the Basic  Operating Cost  Adjustment are intended to pass on
to Tenant  and  reimburse  Landlord  for all costs and  expenses  of the  nature
described in Paragraph 7A incurred in connection with the ownership, maintenance
and operation of the Building or Project and such additional  facilities now and
in  subsequent  years as may be  determined  by Landlord to be  necessary to the
Building or Project.

       E. Tenant  Audit.  In the event that Xxxxxx shall  dispute the amount set
forth in any statement  provided by Landlord under Paragraph 7.B. or 7.C. above.
Tenant  shall have the right,  not later than  thirty  (30) days  following  the
receipt of such statement and upon the condition that Tenant shall first deposit
with Landlord the full amount in dispute,  to cause Xxxxxxxx's books and records
with  respect  to Basic  Operating  Cost for such  fiscal  year to be audited by
certified  public  accountants  selected  by Xxxxxx and  subject  to  Landlord's
reasonable  right of approval.  The Basic  Operating  Cost  Adjustment  shall be
appropriately  adjusted  on the basis of such audit.  If such audit  discloses a
liability  for a refund in excess of ten percent  10% of Tenant's  Proportionate
Share of the Basic  Operating Cost  Adjustment  previously  reported the cost of
such audit shall be borne by Landlord  otherwise the cost of such audit shall be
paid by Xxxxxx.  If Tenant  shall not  request an audit in  accordance  with the
provisions  of this  Paragraph,  i.e.,  within thirty (30) days after receipt of
Landlord's  statement provided pursuant to Paragraph 7.B. or 7.C. such statement
shall be final and binding for all purposes hereof.

8. INSURANCE AND INDEMNIFICATION.

       A. Landlord's  Insurance.  Xxxxxxxx agrees to maintain insurance insuring
the  Building  against  fire,   lightning,   vandalism  and  malicious  mischief
(including, if Landlord elects, "All Risks" coverage,  earthquake,  and/or flood
insurance).  In an amount not less than eighty percent (80%) of the  replacement
cost thereof, with deductibles and the form and endorsements of such coverage as
selected by Landlord.  Such  insurance may also include,  at Landlord's  option,
insurance  against loss of Base Rent and Additional  Rent, in an amount equal to
the amount of Base Rent and Additional Rent payable by Tenant for a period of at
least twelve (12) months commencing on the date of loss. Such insurance shall be
for the sole benefit of Landlord and under  Xxxxxxxx's  sole  control.  Landlord
shall not be obligated to insure any  furniture  equipment  machinery,  goods or
supplies which Tenant may keep or maintain in the



Premises,  or any leasehold  improvements,  additions or alterations  within the
Premises.  Landlord  may also carry such other  insurance  as Landlord  may deem
prudent or advisable, including, without limitation, liability insurance in such
amounts and on such terms as Landlord shall determine.

       B. Tenant's Insurance.

          (1) Property Insurance. Tenant shall procure ad Tenant's sole cost and
expense  and keep it effect  from the date of this Lease and at all times  until
the end of the Term,  insurance on all personal  property and fixtures of Tenant
and all  improvements  made by or for  Tenant  to the  Premises,  insuring  such
property for the full replacement value of such property.

          (2)  Liability  Insurance.  Tenant shall procure at Tenant's sole cost
and  expense  and keep it  effect  from the date of this  Lease and at all times
until the end of the Term either  Comprehensive  General Liability  Insurance or
Commercial General Liability  Insurance applying to the use and occupancy of the
Premises  and the  Building,  and any  part of  either  and any  areas  adjacent
thereto,  and the business  operated by Tenant,  or by any other occupant on the
Premises.   Such  insurance  shall  include  Broad  Form  Contractual  Liability
Insurance  coverage  insuring all of Tenant's  indemnity  obligations under this
Lease.  Such coverage shall have a minimum combined single limit of at least Two
Million Dollars ($2,000,000.00),  and a general aggregate limit of Three Million
Dollars  ($3,000,000.00).  All such  policies  shall be  written to apply to all
bodily injury,  property damage or loss, personal injury and other covered loss,
however  occasioned,  occurring during the policy term, shall be endorsed to add
Landlord  and  any  party  holding  an  interest  to  which  this  Lease  may be
subordinated  as an  additional  insured,  and shall  provide that such coverage
shall be primary and that any insurance  maintained by Landlord  shall be excess
insurance only. Such coverage shall also contain endorsements:  (i) deleting any
employee  excursion on personal  injury  coverage;  (ii) including  employees as
additional  insureds;  (iii) deleting any liquor liability  exclusion;  and (iv)
providing for coverage of employer's  automobile  non-ownership  liability.  All
such insurance shall provide for  severability of interests;  shall provide that
an act or  omission  of one of the  named  insured  shall  not  reduce  or avoid
coverage to the other named  insureds and shall  afford  coverage for all claims
based on acts, omissions,  injury and damage, which claims occurred or arose (or
the onset of which  occurred  or arose) in whole or in part  during  the  policy
period.  Said coverage shall be written on an "occurrence"  basis, if available.
If an  "occurrence"  basis form is not  available.  Tenant must purchase  "tail"
coverage for the most number of years  available,  and Tenant must also purchase
"tail" coverage if the retroactive date of an "occurrence" basis form is changed
so as to leave a gap in coverage  for  occurrences  that might have  occurred in
prior years. If a "claims make" policy is ever used, the policy must be endorsed
so that Landlord is given the right to purchase  "tail"  coverage  should Tenant
for any reason not do so or if the policy is to be canceled  for  nonpayment  of
premium.

          (3) General Insurance  Requirements.  All coverages  described in this
Paragraph  8.B.  shall be  endorsed to provide  Landlord  with thirty (30) days'
notice of  cancellation  or change in terms.  If at any time during the Term the
amount of coverage  of  insurance  which  Tenant is required to carry under this
Paragraph 8.B, is, in Landlord's  reasonable judgment,  materially less than the
amount or type of insurance  coverage  typically carried by owners or tenants of
properties  located in the general area in which the Premises are located  which
are similar to and operated for similar purposes as the Premises. Landlord shall
have the right to require  Tenant to increase  the amount or change the types of
insurance  coverage  required under this  Paragraph 8.B. All insurance  policies
required to be carried under this Lease shall be written by companies  rated A +
XII or  better  "Best's  Insurance  Guide"  and  authorized  to do  business  in
California.  Any  deductible  amounts  under  any  insurance  policies  required
hereunder  shall be subject to Landlord's  prior  written  approval in any event
deductible amounts shall not exceed Ten Thousand Dollars ($10,000.00), provided,
however,  that the original Tenant may have a deductible if up to Fifty Thousand
Dollars  ($50,000.00).  Tenant  shall  deliver to Landlord on or before the Term
Commencement  Date,  and  thereafter  at  least  thirty  (30)  days  before  the
expiration dates of the expiring policies certified copies of Tenant's insurance
policies, or a certificate evidencing the same issued by the insurer thereunder,
showing that all premiums have been paid for the full policy period: and, in the
event Tenant shall fail to procure such  insurance,  or to deliver such policies
or certificates. Landlord may at Landlord's option and in addition to Landlord's
other  remedies in the event of a default by Tenant  hereunder  procure the same
for the  account of Tenant,  and the cost  thereof  shall be paid to Landlord as
Additional Rent.

       C.  Indemnification.  Landlord shall not be liable to Tenant for any loss
or damage to person or property  caused by theft,  fire,  acts of God, acts of a
public enemy, nor strike,  insurrection,  war, court order, requisition or order
of governmental  body or authority or for any damage or inconvenience  which may
arise  through  repair or  alteration  of any part of the Building or Project or
failure to make any such  repair,  except as  expressly  otherwise  provided  in
Paragraph 10. Tenant shall indemnify,  defend by counsel acceptable to Landlord,
protect and hold  Landlord  harmless  from and against any and all  liabilities,
losses,  costs, damages,  injuries or expenses,  including reasonable attorney's
fees and court  costs,  arising out of or related to: (1) claims of injury to or
death of  persons or damage to  property  occurring  or  resulting  directly  or
indirectly  from the use of occupancy of the  Premises,  or from  activities  of
Tenant.  Tenant's Parties or anyone in or about the Premises or Project, or from
any cause whatsoever (2) claims for work or labor performed, or for materials or
supplies furnished to or at the request of Tenant in connection with performance
of any work done for the  account of Tenant  within the  Premises of Project and
(3)  claims  arising  from any  breach or  default  on the part of Tenant in the
performance  or any covenant  contained in this Lease.  The foregoing  indemnity
shall not be applicable to claims arising from the active  negligence or willful
misconduct of Landlord. The provisions of this



Paragraph shall survive the expiration or termination of this Lease with respect
to any claims or liability occurring prior to such expiration or termination.

9. WAIVER OF SUBROGATION.  To the extent permitted by law and without  affecting
the  coverage  provided by insurance to be  maintained  hereunder.  Landlord and
Tenant each waiver any right to recover  against the other for:  (a) damages for
injury to or death of  persons; (b)  damages  to  property;  (c)  damages to the
Premises or any part thereof;  and (d) claims arising by reason of the foregoing
due to  hazards  covered  by  insurance  to the  extent  of  proceeds  recovered
therefrom.  This  provision is intended to waive  fully,  and for the benefit of
each  party,  any  rights  and/or  claims  which  might  give rise to a right of
subrogation  in favor of any insurance  carrier.  The coverage  obtained by each
party  pursuant to this lease shall  include,  without  limitation,  a waiver of
subrogation by the carrier which conforms to the provisions of this paragraph.

10.  LANDLORD'S  REPAIRS AND SERVICES.  Landlord shall,  at Xxxxxxxx's  expense,
maintain  the  structural  soundness  of  the  structural  beams  of  the  roof,
foundations  and exterior walls of the Building in good repair,  reasonable wear
and tear excepted.  The term  "exterior  walls" as used herein shall not include
windows,  glass or plate glass,  doors,  special store fronts or office entries.
Landlord shall perform on behalf of Tenant and other tenants of the Project,  as
an item of Basic Operating  Cost, the  maintenance of the Building,  Project and
public and common areas of the Project,  including  but not limited to the roof,
pest extermination,  the landscaped areas, parking areas,  driveways,  the truck
staging areas, rail spur areas, fire sprinker systems,  sanitary and storm sewer
lines,  utility  services,   electric  and  telephone  equipment  servicing  the
Building(s),  exterior  lighting,  and anything  which affects the operation and
exterior  appearance of the Project,  which determination shall be at Landlord's
sole  discretion.   Except  for  the  expenses  directly   involving  the  items
specifically  described in the first sentence of this Paragraph 10. Tenant shall
reimburse Landlord for all such costs in accordance with Paragraph 7. Any damage
caused by or  repairs  necessitated  by any act of  Tenant  may be  repaired  by
Landlord at Landlord's option and at Tenant's expense.  Tenant shall immediately
give  Landlord  written  notice of any  defect or need of  repairs  after  which
Landlord  shall  have  a  reasonable  opportunity  to  repair  same.  Landlord's
liability  with  respect  to any  defects,  repairs,  or  maintenance  for which
Landlord  is  responsible  under any of the  provisions  of this Lease  shall be
limited to the cost of such repairs or maintenance.

11. TENANT'S REPAIRS. Tenant shall at Tenant's expense maintain all parts of the
Premises in a good,  clean and secure  condition and promptly make all necessary
repairs  and  replacements,  including  but not limited to all  windows,  glass,
doors,  walls and wall finishes,  floor covering,  heating,  ventilating and air
conditioning  systems,  truck doors,  dock  bumpers,  dock plates and  levelers,
plumbing work and fixtures,  downspouts,  electrical and lighting  systems,  and
fire sprinklers. Tenant shall, at Xxxxxx's expense, also perform regular removal
of trash and debris.  If  required  by the  railroad  company,  Tenant  shall at
Tenant's   own   expense,   enter   into  a   regularly   scheduled   preventive
maintenance/service contract with a maintenance contractor for servicing all hot
water,  heating and air conditioning systems and equipment within or serving the
Premises.  The  maintenance  contractor  and the  contract  must be  approved by
Landlord.  The service  contract  must  include all  services  suggested  by the
equipment manufacturer within the  operation/maintenance  manual and must become
effective and a copy thereof delivered to Landlord within thirty (30) days after
the Term Commencement Date. Tenant shall not damage any demising wall or disturb
the integrity and support  provided by any demising wall and shall,  at its sole
expense,  immediately repair any damage to any demising wall caused by Tenant or
Tenant's Parties.

12. ALTERATIONS.  Tenant shall not make, or allow to be made, any alterations or
physical  additional  in, about or to the Premises  without  obtaining the prior
written consent of Landlord,  which consent shall not be  unreasonably  withheld
with respect to proposed  alterations and additions  which:  (a) comply with all
applicable laws, ordinances, rules and regulations; (b) are in Landlord' opinion
compatible   with  the  Project  and  its  mechanical,   plumbing,   electrical,
heating/ventilation/air  conditioning  systems;  and (c) will not interfere with
the use and  occupancy  of any other  portion of the  Building or Project by any
other tenant or its invitees.  Notwithstanding the foregoing,  Tenant shall have
the  right  to make  interior  nonstructural  alterations  or  additions  to the
Premises that do not exceed in the aggregate Ten Thousand  Dollars  ($10,000.00)
per occurrence without Landlord's prior written consent,  so long as same do not
affect  utilities.  HVAC or other  building  systems or equipment.  Tenant shall
however,  provide  Landlord  with  advance  written  notice  of  such  interior,
nonstructural  alterations or additions as required in this lease. If Xxxxxxxx's
consent is required for any alterations or additions, then, without limiting the
generality of the foregoing,  Landlord  shall have the right of written  consent
for all plans and  specifications  for the proposed  alterations  or  additions,
construction  means and  methods,  all  appropriate  permits and  licenses,  any
contractor  or  subcontractor  to be  employed  on the  work  of  alteration  or
additions and the time for performance of such work. Tenant shall also supply to
Landlord  any  documents  and  information  reasonably  requested by Landlord in
connection with Xxxxxxxx's  consideration  of a request for approval  hereunder.
Tenant  shall  reimburse  Landlord  for all costs  which  Landlord  may incur in
connection  with  granting  approval  to  Tenant  for any such  alterations  and
additions,  including any costs or expenses which Landlord may incur in electing
to have outside  architects and engineers review said plans and  specifications.
All such  alterations,  physical  additions  or  improvements  shall  remain the
property of Tenant until  termination of this Lease, at which time they shall be
and become the  property of Landlord if Landlord so elects;  provided,  however,
that  Landlord  may, at  Landlord's  option,  require that  Tenant,  at Tenant's
expense, remove any or all alterations,  additions,  improvements and partitions
made by Tenant and  restore  the  Premises  by the  termination  of this  Lease,
whether by lapse of time or otherwise,  to their condition existing prior to the
construction  of  any  such  alterations,  additions,  partitions  or  leasehold
improvements. All such removals and restoration shall be



accomplished in a good and  workmanlike  manner so as not to cause any damage to
the  Premises  or  Project  whatsoever.  If  Tenant  fails  to  so  remove  such
alterations,  additions,  improvements  and  partitions or Tenant's  fixtures or
furniture.  Landlord  may keep and use them or remove any of them and cause them
to be stored  or sold in  accordance  with  applicable  law,  at  Tenant's  sole
expense.  In  addition  to and wholly  apart  from  Xxxxxx's  obligation  to pay
Tenant's   Proportionate   Share  of  Basic  Operating  Cost,  Tenant  shall  be
responsible  for and shall pay prior to  delinquency  any taxes or  governmental
service fees,  possessory  interest  taxes,  fees or charges in lieu of any such
taxes,  capital levies, or other charges imposed upon, levied with respect to or
assessed  against  its  personal  property,  on the  value  of the  alterations,
additions or improvements within the Premises, and on Tenant's interest pursuant
to this Lease.  To the extent that any such taxes are not  assessed or billed to
Tenant, Tenant shall pay the amount thereof as invoced to Tenant by Landlord.

13. SIGNS. All signs,  notices and graphics of every kind or character,  visible
in or from public view or  corridors,  the common  areas or the  exterior of the
premises,  shall be subject to Landlord's prior written  approval.  Tenant shall
not place or maintain  any banners  whatsoever  or any window decor in or on any
exterior window or window fronting upon any common areas or service area or upon
any truck doors or man doors  without  Landlord's  prior written  approval.  Any
installation  of signs or graphics on or about the Premises and Project shall be
subject to any applicable governmental laws, ordinances,  regulations and to any
other requirements  imposed by Landlord.  Tenant shall remove all such signs and
graphics prior to the termination of this Lease. Such installations and removals
shall be made in such manner as to avoid injury or  defacement  of the Premises,
Building or Project and any other  improvements  contained  therein,  and Tenant
shall  repair  any  injury  or   defacement,   including   without   limitation,
discoloration caused by such installation or removal.

14.  INSPECTION/POSTING  NOTICES. After reasonable notice, except in emergencies
where no such notice  shall be required,  Landlord,  and  Landlord's  agents and
representatives, shall have the right to enter the Premises to inspect the same,
to clean,  to perform such work as may be permitted  or required  hereunder,  to
make repairs or alterations to the Premises or Project or to other tenant spaces
therein,  to deal with  emergencies  to post such notices as may be permitted or
required by law to prevent the perfection of liens against  Xxxxxxxx's  interest
in the project or to exhibit the premises to  prospective  tenants,  purchasers,
encumbrancers or others, or for any other purpose as Landlord may deem necessary
or desirable;  provided, however, that Landlord shall use reasonable efforts not
to unreasonably interfere with Xxxxxx's business operations. Tenant shall not be
entitled to any abatement of Rent by reason of the exercise of any such right of
entry. At any time within six (6) months prior to the end of the Term,  Landlord
shall have the right to erect on the  Premises  and/or  Project a suitable  sign
indicating that the Premises are available for lease.  Tenant shall give written
notice to Landlord at least  thirty (30) days prior to vacating the Premises and
shall meet with  Landlord for a joint  inspection of the premises at the time of
vacating for purposes of determining Landlord's and Xxxxxx's  responsibility for
repairs and  restorations.  Upon  completion  and/or  payment,  as applicable of
repair and  restoration  items by Tenant  which are  approved  of by Landlord in
writing,  Tenant  shall  be  relived  of  all  further  repair  and  restoration
obligations,  except  those  subsequently  caused by Tenant or Tenant's  agents,
employees, contractors,  subtenants or assigns. In the event of Tenant's failure
to give  such  notice  or  participate  in  such  joint  inspection,  Landlord's
inspection at or after  Xxxxxx's  vacating the premises  shall  conclusively  be
deemed correct for purposes of determining  Tenant's  responsibility  to repairs
and restoration.

15.  UTILITIES.  Tenant  shall  pay  directly  for all  water,  gas,  heat,  air
conditioning,  light,  power,  telephone,  sewers,  sprinkler  charges and other
utilities and services  ???? on or from the  Premises,  together with any taxes,
penalties,  surcharges or the like pertaining  thereto,  and maintenance charges
for utilities and shall  furnish all electric  light bulbs,  ballasts and tubes.
Landlord  shall at  Landlord's  sole cost and expense  separately  meter gas and
electricity for the Premises. If any such services are not separately metered to
Tenant,  Tenant shall pay a reasonable  proportion  as determined by landlord of
all charges jointly serving other premises. Landlord shall not be liable for any
damages  directly or indirectly  resulting from nor shall the Rent or any monies
owned Landlord  under this Lease herein  reserved be coated by reason of (a) the
installation,  use or  interruption  of use of any equipment  used in connection
with the  furnishing  of any such  utilities  or  services;  (b) the  failure to
furnish or delay in furnishing  any such utilities or services when such failure
or delay is caused by acts of God or the  elements,  labor  disturbances  of any
character,  or any other  accidents or other  conditions  beyond the  reasonable
control  of  Landlord;  or  (c)  the  limitation,   curtailment,   rationing  or
restriction on use of water, electricity,  gas or any other form of energy or an
other service or utility  whatsoever  serving the Premises or Project.  Landlord
shall be entitled to cooperate  voluntarily and in a reasonable  manner with the
efforts of national,  state or local governmental  agencies or utility suppliers
in  reducing  energy  or other  resource  consumption.  The  obligation  to make
services  available  hereunder  shall be subject to the  limitations of any such
voluntary, reasonable program.

16. SUBROGATION. Without the necessity of any additional document being executed
by Tenant for the  purpose of  effecting  a  subordination,  the Lease  shall be
subject and  subordinate  at all times to: (a) all ground  leases or  underlying
leases  which may now exist or  hereafter  be executed  affecting  the  Premises
and/or the land upon which the Premises and Project are situated,  or both;  and
(b) any  mortgage  or deed of trust  which may now exist or be placed  upon said
project and,  ground leases or  underlying  leases,  or  Landlord's  interest or
estate in any of said items which is specified as security.  Notwithstanding the
foregoing,  Landlord  shall  have  the  right  to  subordinate  or  cause  to be
subordinated  any such ground leases or  underlying  leases or any such liens to
this Lease.  In the event that any ground lease or underlying  lease  terminates
for any reason or any mortgage or deed of trust is foreclosed or a conveyance in
??? foreclosure is made for any reason Tenant shall, notwithstanding,



any subordination,  attorn to and become the Tenant of the successor in interest
to Landlord at the option of such  successor in  interest.  Within ten (10) days
after  request by  Xxxxxxxx,  Xxxxxx  shall  execute and deliver any  additional
documents evidencing Xxxxxx's attornment or the subordination of this Lease with
respect to any such ground leases or  underlying  leases or any such mortgage or
deed of trust,  in the form  requested  by Landlord  or by any ground  landlord,
mortgages, or beneficiary under a deed of trust.


17. FINANCIAL  STATEMENTS.  At the request of Landlord,  Tenant shall provide to
Landlord  Tenant's current financial  statement or other information  discussing
financial worth of Tenant,  which Landlord shall use solely for purposes of this
Lease and in connection  with the ownership,  management and  disposition of the
Project.

18. ESTOPPEL  CERTIFICATE.  Xxxxxx agrees from time to time, within fifteen (15)
days after request of Landlord,  to deliver to Landlord, or Xxxxxxxx's designee,
an estoppel certificate stating that this Lease is in full force and effect, the
date to which Rent has been paid,  the unexpired  portion of this lease and such
other matters pertaining to this Lease as may reasonably  requested by Landlord.
Failure by Tenant to execute and deliver such  certificate  shall  constitute an
acceptance  of the Premises  and  acknowledgment  by Tenant that the  statements
included are true and correct without exception. Landlord and Xxxxxx intend that
any  statement  delivered  pursuant to this  Paragraph may be relied upon by any
mortgagee, beneficiary, purchaser or prospective purchaser of the Project or any
interest  therein.  The parties agree that  Xxxxxx's  obligation to furnish such
estoppel  certificates  in  a  timely  fashion  is  a  material  inducement  for
Landlord's  execution  of the Lease,  and shall be an event of default if Tenant
fails to fully comply.

19. SECURITY DEPOSIT. Intentionally Omitted.

20.  TENANT'S  REMEDIES.  The liability of landlord to Tenant for any default by
Landlord  under the  terms of this  Lease are not  personal  obligations  of the
individual or other partners,  directors, officers and shareholders of Landlord,
and Xxxxxx agrees to look solely to  Xxxxxxxx's  interest in the Project for the
recovery  of any amount  from  landlord,  and shall not look to other  assets of
Landlord,  nor seek  recourse  against  the  assets of the  individual  or other
partners, directors, officers and shareholders of Landlord. Any lien obtained to
enforce any such judgment and any levy of execution  thereon shall be subject to
subordinate to any lien, mortgage or deed of trust on the Project.

21. ASSIGNMENT AND SUBLETTING

       A.  General.  Tenant  shall not assign or sublet the Premises or any part
thereof without  Landlord's prior written approval except as provided herein. If
Tenant desires to assign this Lease or sublet any or all of the Premises, Tenant
shall give Landlord written notice forty-five (45) days prior to the anticipated
effective date of the assignment or sublease.  Landlord shall then have a period
of thirty (30) days following receipt of such notice to notify Tenant in writing
landlord elects either:  (1) to terminate this Lease as to the space so affected
as of the date so  requested by Xxxxxx;  or (2) to permit  Tenant to assign this
Lease or sublet  such space,  subject,  however,  to  Landlord's  prior  written
approval of the proposed  assignee or subtenant and of any related  documents or
agreements  associated with the assignment or sublease.  If Landlord should fail
to notify Tenant in writing of such election within said period,  Landlord shall
be deemed to have waived option (1) above,  but written  approval by Landlord of
the proposed  assignee or  subtenant  shall be  required.  If Landlord  does not
exercise  the option  provided  in subitem  (1) above,  Xxxxxxxx's  consent to a
proposed  assignment  or sublet  shall  not be  unreasonably  withheld.  Without
limiting  the other  instances  in which it may be  reasonable  for  Landlord to
withhold Xxxxxxxx's consent to an assignment or subletting,  landlord and Tenant
acknowledge  that it shall be  reasonable  for  landlord to withhold  Landlord's
consent in the  following  instances:  The use of the Premises by such  proposed
assignee or subtenant  would not be permitted use or would  increase the Parking
Density of the  Project.  The  proposed  assignee or  subtenant  is not of sound
financial  condition;  the  proposed  assignee or  subtenant  is a  governmental
agency;  the proposed assignee or subtenant does not have a good reputation as a
tenant of  property;  the  proposed  assignee  or  subtenant  would  entail  any
alterations  which would lessen the value of the leasehold  improvements  in the
premises  or if Tenant is in  default  of any  obligation  of Tenant  under this
Lease,  or Tenant has defaulted  under this Lease on three (3) or more occasions
during any twelve  (12) months  preceding  the date that  Tenant  shall  request
consent.  Failure by Landlord to approve a proposed  assignee or subtenant shall
not cause a termination of this Lease.  Upon a termination  under this Paragraph
21.A, Landlord may lease the Premises to any party,  including parties with whom
Xxxxxx has negotiated an assignment or sublease, without incurring any liability
to Tenant.

       B. Bonus Rent. Any Rent or other  consideration  realized by Tenant under
any such sublease or assignment in excess of the Rent payable  hereunder,  after
amortization of a reasonable  brokerage  commission,  shall be divided and paid,
fifty  percent  (50%)  to  Tenant,  fifty  percent  (50%)  to  Landlord.  In any
subletting or assignment  undertaken by Xxxxxx.  Tenant shall diligently seek to
obtain  the  maximum  rental  amount  available  in  the  marketplace  for  such
subletting or assignment.

       C.  Corporation.  If Tenant is a  corporation,  a transfer  of  corporate
shares by sale,  assignment,  bequest,  inheritance,  operation  of law or other
disposition (including such a transfer to or by a receiver or trustee in federal
or state  bankruptcy,  insolvency  or cover  proceedings),  so as to result on a
change in the present control of such corporation or any of its ????????????.



persons  owning  a  majority  of said  corporate  shares,  shall  constitute  an
assignment for purposes of this Lease.

       D.  Partnership.  If  Tenant is a  partnership,  joint  venture  or other
incorporated  business  form,  a transfer of the  interest of persons,  firms or
entities  responsible  for  managerial  control  of Tenant by sale,  assignment,
bequest, inheritance,  operation of law or other disposition, so as to result in
a change in the present  control of said entity and/or change in the identity of
the persons responsible for the general credit obligations of said entity, shall
constitute an assignment for all purposes of this Lease.

       E. Liability.  No assignment or subletting by Tenant shall relieve Tenant
of any obligation under this Lease. Any assignment of subletting which conflicts
with the provisions hereof shall be void.

22.  AUTHORITY OF PARTIES.  Landlord  represents  and warrants  that it has full
right and  authority  to enter into this lease and to perform all of  Landlord's
obligations hereunder. Tenant represents and warrants that it has full right and
authority  to enter into this Lease and to perform all of  Tenant's  obligations
hereunder.

23. CONDEMNATION.

       A. Condemnation Resulting in Termination. If the whole or any substantial
part of the  project  of  which  the  Premises  are a part  should  be  taken or
condemned for any public use under governmental law, ordinance or regulation, or
by right of eminent  domain,  or by private  purchase in lieu  thereof,  and the
taking would  prevent or  materially  interfere  with the  Permitted  Use of the
Premises,  this Lease shall  terminate  and the Rent shall be abated  during the
unexpired  portion of this Lease,  effective  when the  physical  taking of said
Premises shall have  occurred.  If more than five percent (5%) of the floor area
of the Premises or thirty percent (30%) of the land area of the Project which is
not occupied by any building is taken by  condemnation,  Tenant may, at Tenant's
option,  terminate this lease as of the date the condemning authority takes such
possession,  which  option is to be  exercised,  if at all,  by  written  notice
thereof to Landlord within ten (10) days after Landlord has given Tenant written
notice of such  taking (or in the absence of such  notice,  within ten (10) days
after the condemning authority shall have taken possession).

       B. Condemnation Not Resulting in Termination. If a portion of the Project
of which the Premises are a part should be taken or condemned for any public use
under governmental law, ordinance, or regulation, or by right of eminent domain,
or by private  purchase in lieu  thereof,  and this Lease is not  terminated  as
provided in paragraph 23.A. above, this Lease shall not terminate,  but the Rent
payable  hereunder  during the unexpired  portion of the Lease shall be reduced,
beginning on the date when the  physical  taking  shall have  occurred,  to such
amount as may be fair and reasonable under all of the circumstances.

       C. Award.  Landlord  shall be entitled  to any and all  payment,  income,
rent,  award, or any interest  therein  whatsoever  which may be paid or made in
connection  with such  taking or  conveyance,  and  Tenant  shall  have no claim
against  Landlord or otherwise  for the value of any  unexpired  portion of this
Lease.  Notwithstanding  the foregoing  any  compensation  specifically  awarded
Tenant for loss of business. Tenant's personal property, moving costs or loss of
goodwill shall be and remain the property of Tenant.

24. CASUALTY DAMAGE

       A. General. If the Premises or Building should be damaged or destroyed by
fire,  tornado or other  casualty,  Tenant shall give  immediate  written notice
thereof to Landlord.  Within thirty (30) days after  Xxxxxxxx's  receipt of such
notice  Landlord shall notify Tenant whether in Landlord's  opinion such repairs
can  reasonably  be made either (1) within  ninety  (90) days;  (2) in more than
ninety (90) days but in less than one hundred  eighty  (180) days or (3) in more
than one  hundred  eighty  (180) days from the date of such  notice.  Landlord's
determination shall be binding on Tenant.

       B. Less Than 90 Days.  If the  Premises or Building  should be damaged by
fire,  tornado or other  casualty,  but only to such extent that  rebuilding  or
repairs can in Landlord's  estimation be reasonably completed within ninety (90)
days after the date of such damage,  this Lease shall not terminate and provided
that insurance proceeds are available to fully repair the damage, Landlord shall
not be  required  to  rebuild,  repair or  replace  any part of the  partitions,
fixtures,  additions and other leasehold improvements which may have been placed
in, on or about the Premises.  If the Premises and  untenantable  in whole or in
part  following  such damage,  the Rent payable  hereunder  during the period in
which they are untenantable shall be abated  proportionately,  to the extent the
Premises are unfit for occupancy.

       C. Greater Than 90 Days. If the Premises or Building should be damaged by
fire,  tornado or other  casualty,  but only to such extent that  rebuilding  or
repairs can in landlord's estimation be reasonably completed in more than ninety
(90) days but in less than one hundred  eighty (180) days,  then Landlord  shall
have the option of either (1)  terminating  the Lease effective upon the date of
the  occurrence  of such damage,  in which event the Rent shall be abated during
the  unexpected  portion of the Lease;  or (2) electing to rebuild or repair the
Premises to substantially the condition in which they existed





prior to such damage,  provided that insurance proceeds are available,  to fully
repair the damage, except that Landlord shall not be required to rebuild, repair
or  replace  any  part  of  the  partitions,   fixtures,   additions  and  other
improvements  which may have been  placed in, on or about the  Premises.  If the
Premises are  untenantable  in whole or in part following such damage,  the Rent
payable  hereunder  during the period in which  they are  untenantable  shall be
abated  proportionately,  to the extent the PRemises are unfit for occupancy. In
the event that  Landlord  should fail to complete  such  repairs and  rebuilding
within one hundred  eighty days (180) days after the date upon which landlord is
notified by Tenant of such damage, such period of time to be extended for delays
caused by the fault or  neglect  of Tenant or  because  of acts of God,  acts of
public agencies,  labor disputes,  strikes,  fires, freight embargoes,  rainy or
stormy weather,  inability to obtain materials,  supplies or fuels, or delays of
the contractors or  subcontractors  or any other causes or contingencies  beyond
the  reasonable  control of Landlord,  Tenant may at Tenant's  option within ten
(10) days after the  expiration of such one hundred  eighty (180) day period 9as
such may be  extended),  terminate  this Lease by delivering  written  notice of
terminate thirty (30) days after Landlord's receipt of such termination notice.

       D.  Greater  Than 180 Days.  If the  Premises  or  Building  should be so
damaged by fire,  tornado or other casualty that rebuilding or repairs cannot on
Landlord's  estimation be completed  within one hundred  eighty (180) days after
such damaged, this Lease shall terminate and the Rent shall be abated during the
unexpired  portion of this Lease,  effective  upon the date of the occurrence of
such damage.

       X. Xxxxxx's  Fault.  If the Premises or any other portion of the Building
are damaged by fire or other casualty resulting from the fault,  negligence,  or
beach  of this  Lease  by  Tenant  or any of  Tenant's  Parties,  Base  Rent and
Additional  Rent shall not be  diminished  during the repair of such  damage and
Tenant  shall be liable to  Landlord  for the cost and expense of the repair and
restriction  of the Building  caused thereby to the extent such cost and expense
is not covered by insurance proceeds.

       F. Uninsured Casualty.  Notwithstanding  anything to the contrary, in the
event that the premises or Building  are damaged or destroyed  and are not fully
covered by the insurance  proceeds received by Landlord or in the event that the
holder of any  indebtedness  secured by a mortgage or deed of trust covering the
Premises requires that the insurance  proceeds be applied to such  indebtedness,
then in either  case  Landlord  shall have the right to  terminate  the Lease by
delivering written notice of termination to Tenant within thirty (30) days after
the date of notice to  Landlord  that said  damage or  destruction  is not fully
covered by insurance or such  requirement is made by any such holder as the case
may  be,  whereupon  all  rights  and  obligations  hereunder  shall  cease  and
terminate.

       X. Xxxxxx.  Except as otherwise  provided in this  Paragraph  24,  Tenant
hereby waives the provisions of Sections 1932(a),  1933(4), 1941 and 1942 of the
Civil Code of California.

25.  HOLDING  OVER.  If Tenant  shall retain  possession  of the Premises or any
portion thereof without Landlord's consent following the expiration of the Lease
or sooner termination for any reason, then Tenant shall pay to Landlord for each
day of such retention  double he amount of the daily rental as of the last month
prior to the date of  expiration  or  termination.  Tenant shall also  indemnity
defend,  protect and hold Landlord  harmless  from any loss,  liability or cost,
including  reasonable  attorney's  fees,  resulting  from  delay  by  Xxxxxx  in
surrendering the Premises,  including, within limitation, any claims made by the
succeeding  tenant  founded  on such  delay.  Acceptance  of  Rent  by  Landlord
following  expiration  or  termination  shall not  constitute  a renewal of this
Lease,  and nothing  container in this Paragraph 25 shall waive Landlord's right
of re-entry or nay other right.  Unless landlord consents in writing to Xxxxxx's
holding  over.  Tenant  shall be only a Tenant  at  sufferance,  whether  or not
Landlord accepts any Rent from Tenant is holding over without Landlord's written
consent.  Additionally,  in the event that upon termination of the Lease, Tenant
has not  fulfilled  its  obligation  with  respect to repairs and cleanup of the
Premises  or any of the  Tenant  obligations  as set forth in this  Lease,  then
Landlord  shall  have the  right to  perform  any  such  obligation  as it deems
necessary at Tenant's sole cost and expense,  and Tenant shall be liable for all
damages  caused  thereby,  including  without  limitation,  liability to any new
Tenant or  occupant  of the  Premises  or any part  thereof  and lost rent which
landlord  will  suffer  due to  delay  in  making  the  Premises  available  for
alterations and/or occupancy by the next tenant or occupant.

25 DEFAULT.

       A.  Events of  Default.  The  occurrence  of any of the  following  shall
constitute an event of default on the part of Tenant:

          (1) Abandonment.  Abandonment of the Premises for a continuous  period
in excess of five (5) days, unless Tenant is paying all Rent when due hereunder.
Tenant waives any right to notice  Tenant may have under  Section  1951.3 of the
Civil Code of the State of California,  the Terms of this paragraph 26.A.  being
deemed such notice to Tenant as required by said Section 1951.3

          (2) Nonpayment of Rent.  Failure to pay any installment of Rent or any
other amount due payable hereunder upon the date when said payment is due.




          (3) Other  Obligations.  Failure to perform any agreement or convenant
under this Lease other than those matters specified in subparagraphs (1) and (2)
of this  Paragraph  26.A.  such  failure  continuing  for thirty 930) days after
written notice of such failure.

          (4)  General  Assignment.  A  general  assignment  by  Xxxxxx  for the
benefits of creditors.

          (5) Bankruptcy.  The filing of any voluntary petition in bankruptcy by
Xxxxxx, or the filing of an involuntary  petition by Xxxxxx's  creditors,  which
involuntary  petition remains  undischarged for a period of thirty (30) days. In
the event that under  applicable law the trustee in bankruptcy or Tenant has the
right to affirm this Lease and  continue to perform  the  obligations  of Tenant
hereunder, such trustee or Tenant shall, in such time period as may be permitted
by the  bankruptcy  court  having  jurisdiction,  cure all  defaults  of  Tenant
hereunder  outstanding  as of the  affirmation  of this  Lease  and  provide  to
LAndlord such adequate under this Lease.

          (6)  Receivership.  The employment of a receiver to take possession of
substantially  all of  Tenant's  assets  or the  Premises,  if such  appointment
remains  undismissed  or  undischarged  for a period of ten (10) days  after the
order therefor.

          (7) Attachment.  The attachment execution or other judicial seizure of
all or  substantially  all of Tenant's assets or the Premises if such attachment
or other seizure remains  undismissed or  undischarged  for a period of ten 910)
days after the levy thereof.

       B. Remedies Upon Default.

          (1)  Termination.  In the  event  of the  occurence  of any  event  of
default,  Landlord shall have the right to give a written  termination notice to
Tenant,  and on the date specified in such notice,  Tenant's right to possession
shall  terminate,  and this Lease shall terminate  unless on or before such date
all arrears of rental and all other sums  payable by Tenant under this Lease and
all costs and expenses incurred by or on behalf of Landlord hereunder shall have
been fully  remedied to the  satisfaction  of  Landlord.  At any time after such
termination, Landlord may recover possession of the Premises or any part thereof
and expel and reserve  therefrom Tenant and any other person occupying the same,
by any  lawful  means,  and  again  repossess  and enjoy  the  Premises  without
prejudice to any of the remedies that Landlord may have under this Lease,  or at
law or equity by reason of Tenant's default or of such termination.

          (2)  Continuation  After Default.  Even though an event of default may
have occured,  this Lease shall  continue in effect for so long as Landlord does
not terminate  Tenant's right to possession  under Paragraph  26.B(1) hereof and
Landlord may enforce all of  Landlord's  rights and  remedies  under this Lease,
including  without  terminating  this Lease,  may exercise all of the rights and
remedies of a landlord  under  Section  1951.4 of the Civil Code of the State of
California or any successor code section.  Acts of maintenance,  preservation of
efforts to lease shall not constitute an election to terminate Xxxxxx's right to
possession.

       C. Damages After Default.  Should Landlord  Terminate this Lease pursuant
to the provisions of Paragraph  26.B.(1) hereof,  Landlord shall have the rights
and remedies of a Landlord  provided by Section  1951.2 of the Civil Code of the
State of  California,  or Successor  code sections.  Upon such  termination,  in
addition  to any other  rights and  remedies to which  Landlord  may be entitled
under applicable law, Landlord shall be entitled to recover for Tenant:  (1) the
worth at the time of award of the unpaid Rent and other  amounts  which ha? ????
earned  at the time of  termination,  (2) the  worth at the time of award of the
amount by which ?? unpaid Rent which  would have been earned  after  termination
until the time of award  exceeds  the  amount of such Rent loss that the  Tenant
proves could have been reasonably avoided: (3) 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 Rent loss that the Tenant  proves  could be
reasonably  avoided,  and (4) any other amount necessary to compensate  Landlord
for all the  detriment  approximately  caused by  Xxxxxx's  failure to  perform,
Xxxxxx's  obligations  under  this  Lease or which,  in the  ordinary  course of
things, would be likely to result therefrom. The "worth at the time of award" of
the amounts from time to time by Xxxxx Fargo Bank,  N.A. (San  Francisco),  plus
five  (5)  percentage  points,  or the  maximum  interest  rate  allowed  by law
("Applicable  Interest  Rate").  The  "worth at the time of award" of the amount
referred to in (3) above shall be  computed  by  discounting  such amount at the
Federal  Discount Rate of the Federal  Reserve Bank of San Francisco at the time
of the award.  If this Lease  provides  for any  periods  during the Term during
which  Tenant is not  required to pay Base Rent if Tenant  otherwise  receives a
rent  concession,  then upon the occurence of an event of default,  Tenant shall
owe to Landlord  the full amount of such Base Rent or value of such Rent or Rent
concession would have been payable

       D. Late Charge.  If any  installments of Rent is not paid within five (5)
working  days  after  same  is due,  such  amount  shall  bear  interest  at the
Applicable  Interest Rate from the date on which said



payment  shall be due  until  the  date on which  Landlord  shall  receive  said
payment.  In  addition,  Tenant  shall pay  Landlord a late charge equal to five
percent (5%) of the delinquency,  to compensate Landlord for the loss of the use
of the amount not paid and the  administrative  costs caused by the delinquency,
the parties  agreeing  that  Landlord's  damage by virtue of such  delinquencies
would be  difficult  to  compute  and the  amount  stated  herein  represents  a
reasonably estimate thereof. This provision shall not relieve Tenant of Tenant's
obligation to pay Rent at the time and in the manner herein specified.

       E. Remedies Cumulative. All rights, priviledges and elections or remedies
of the parties are cumulative and not  alternative,  to the extent  permitted by
law and except as otherwise provided herein.

27.  LIENS.  Tenant  shall keep the Premises  free from liens  arising out of or
related to work  performed,  materials  or  supplies  furnished  or  obligations
incurred by Tenant or in  connection  with work made,  suffered or done by or on
behalf of Tenant in or on the  Premises  or  Project.  In the event that  Tenant
shall not, within ten (10) days following the imposition of any such lien, cause
the same to be  released  of record by  payment  or  posting  of a proper  bond,
Landlord  shall have, in addition to all other remedies  provided  herein and by
law, the right, but not the obligation, to cause the same to be released by such
means as Landlord shall deem proper,  including payment of the claim giving rise
to such lien.  All sums paid by  Landlord  on behalf of Tenant and all  expenses
incurred  by Landlord in  connection  therewith  shall be payable to Landlord by
Tenant on demand with interest at the Applicable  Interest Rate.  Landlord shall
have the  right at all  times to and keep  posted on the  Premises  any  notices
permitted  or required  by law, or which  Landlord  shall deem  proper,  for the
protection of Landlord,  the Premises, the Project and any other party having an
interest therein, from mechanics' and materialmen's liens, and Tenant shall give
Landlord  not less  than ten (10)  business  days  prior  written  notice of the
commencement  of any work in the Premises or Project  which could  lawfully give
rise to a claim for mechanics' or materialmen's liens.

28. SUBSTITUTION. Intentionally Omitted.

29.  TRANSFERS BY LANDLORD.  In the event of a sale or conveyance by Landlord of
the  Building  or a  foreclosure  by any  creditor of  Landlord,  the same shall
operate to release  Landlord  from any  liability  upon and obligate  Xxxxxxxx's
successor-in-interest to any of the covenants or conditions, express or implied,
herein  contained  in favor of Tenant,  to the extent  required to be  performed
after the  passing of title to  Landlord's  successor-in-interest  during  their
respective period of ownership.  In such event,  Xxxxxx agrees to look solely to
the responsibility of the sucessor-in-interest of Landlord under this Lease with
respect to the  performance  of the  covenants  and duties of  "Landlord"  to be
performed after the passing of title to Xxxxxxxx's  successor-in-interest.  This
Lease shall not be affected by any such sale and Xxxxxx  agrees to attorn to the
purchaser  or  assignee.  Xxxxxxxx's  successor(s)-in-interest  shall  not  have
liability  to  Tenant  with  respect  to  the  failure  to  perform  all  of the
obligations of "Landlord",  to the extent  required to be performed prior to the
date such successor(s)-in-interest became the owner of the Building.

30.  RIGHT  OF  LANDLORD  TO  PERFORM  TENANT'S  COVENANTS.  All  covenants  and
agreements  to be performed by Tenant under any of the terms of this Lease shall
be  performed  by Tenant at  Tenant's  sole cost and  expense  and  without  any
abatement of Rent. If Tenant shall fail to pay any sum of money, other than Base
Rent and Basic Operating Cost,  required to be paid by Tenant hereunder or shall
fail to perform any other act on Tenant's  part to be performed  hereunder,  and
such failure shall  continue for five (5) days after notice thereof by Landlord,
Landlord  may,  but shall not be  obligated  to do so,  and  without  waiving or
releasing  Tenant  from any  obligations  of  Tenant,  make any such  payment or
perform any such act on Tenant's part to be made or performed.  All sums so paid
by Landlord and all necessary  incidental costs,  together with interest thereon
at the Applicable Interest Rate from the date of such payment by Landlord, shall
be payable to Landlord on demand,  and Tenant  covenants  to pay such sums,  and
Landlord  shall have, in addition to any other right or remedy of Landlord,  the
same rights and remedies in the event of the non-payment  thereof by Tenant,  as
in the case of default by Tenant in the payment of Base Rent and Basic Operating
Cost.


31.  WAIVER.  If either  Landlord or Tenant waives the  performance of any term,
covenant or condition  contained in this Lease,  such waiver shall not be deemed
to be a waiver of any subsequent breach of the same or any other term,  covenant
or condition  contained  herein.  The  acceptance of Rent by Landlord  shall not
constitute a waiver of any preceding  breach by Tenant of any term,  covenant of
condition  of this  Lease for any length of time shall not be deemed to waive or
to decrease the right of Landlord to insist  thereafter upon strict  performance
by Xxxxxx.  Waiver by  Landlord  or Tenant of any term,  covenant  or  condition
contained  in this  Lease  may  only be made by a  written  document  signed  by
Landlord or Tenant, respectively.

32.  NOTICES.  Each  provision of this Lease or of any  applicable  governmental
laws, ordinances,  regulations and other requirements with reference to sending,
mailing or  delivery  of any notice or the making of any  payment by Landlord or
Tenant  to the  other  shall  be  deemed  to be  complied  with  when and if the
following steps are taken.

       A. RENT.  All Rent and other  payments  required  to be made by Tenant to
Landlord  hereunder shall be payable to Landlord at the address set forth in the
Basic Lease Information, or at


such other  address as Landlord may specify from time to time by written  notice
delivered in accordance herewith.  Tenant's obligation to pay Rent and any other
amounts to Landlord under the terms of this Lease shall not be deemed  satisfied
until such Rent and other amounts have been actually received by Landlord.

       B. Other. All notices,  demands,  consents and approvals which may or are
required to be given by either party to the other  hereunder shall be in writing
and either  personally  delivered,  sent by  commercial  overnight  courier,  or
mailed, certified or registered,  postage prepaid, and addressed to the party to
be  notified  at the  address  for such party as  specified  in the Basic  Lease
Information  or to such other place as the party to be notified may from time to
time  designate  by at least  fifteen (15) days notice to the  notifying  party.
Notices  shall be deemed  served  upon  receipt or  refusal to accept  delivery.
Tenant  appoints as its agent to receive the service of all default  notices and
notice of commencement of unlawful detainer  proceedings the person in charge of
or apparently in charge of occupying the Premises at the time,  and, if there is
no such person,  then such service may be made by attaching the same on the main
entrance of the Premises.

33.  ATTORNEYS'  FEES. In the event that Landlord places the enforcement of this
Lease, or any part thereof, or the collection

34.  SUCCESSORS  AND ASSIGNS.  This Lease shall be binding upon and inure to the
benefit of Landlord,  its succesors  and assigns,  and shall be binding upon and
inure to the benefit of Tenant, its successors,  and to the extent assignment is
approved by Landlord hereunder, Xxxxxx's assigns.

35. FORCE MAJEURE.  Whenever a period of time is herein prescribed for action to
be taken by  Landlord or Tenant,  such party shall not be liable or  responsible
for,  and there shall be excluded  from the  computation  for any such period of
time,  any delays due to  strikes,  riots,  acts of God,  shortages  of labor or
materials,  war,  governmental  laws,  regulations or  restrictions or any other
causes of any kind  whatsoever  which  are  beyond  the  control  of such  party
(financial  inability  to perform  excepted);  provided,  however,  that nothing
contained in this Section 35 shall excuse or delay the proper and timely payment
of Rent by Tenant to Landlord.

36. BROKERAGE COMMISSION. Landlord shall pay a brokerage commission to Broker in
accordance  with a  separate  agreement  between  Landlord  and  Broker.  Tenant
warrants  to Landlord  that  Xxxxxx's  sole  contact  with  Landlord or with the
Premises in connection with this transaction has been directly with Landlord and
Broker,  and that no other  broker or  finder  can  properly  claim a right to a
commission or a finder's fee based upon contacts between the claimant and Tenant
with respect to Landlord and Premises.  Tenant shall indemnify defend by counsel
acceptable to Landlord,  protect and hold Landlord harmless from and against any
loss, cost or expense, including, but not limited to, attorneys' fees and costs,
resulting  from any claim for a fee or  commission by any broker or finder which
claims it has dealt with or has a  relationship  with Tenant in connection  with
the Premises and this Lease other than Broker.

37. MISCELLANEOUS.

       A. General.  The term "Tenant" or any pronoun used in place thereof shall
indicate and include the  masculine  or feminine the singular or plural  number,
individuals, firms or corporations,  and their respective successors,  executors
administrators and permitted assigns, according to the context thereof.

       B.  Time.  Time is of the  essence  regarding  this  Lease and all of its
provisions.

       C. Choice of Law.  The Lease shall ????  all  respects be governed by the
laws of the State of California.

       D. Entiro Agreement. This Lease together with its Exhibits, supersedes in
its entirety the Lease between Landlord and Tenant also dated December 19, 1997,
containing  typewritten and handwritten  inserts and cross-outs.  The purpose of
this Lease is to restate said Lease in its entirety, and this Lease contains all
the agreements of the parties  hereto and supersedes any previous  negotiations.
There have been no representations  made by the Landlord or understandings  made
between the parties other than those set forth in this Lease and its Exhibits.

       E.  Modification.  This  Lease  may not be  modified  except by a written
instrument by the parties hereto.

       F.  Severability.  If, for any reason  whatsoever,  any of the provisions
hereof shall be unenforceable or ineffective,  all of the other provisions shall
be and remain in full force and effect.

       G.  Recordation.  Tenant  shall not  record  this  Lease or a short  form
memorandum hereof.


       H.  Examination  of Lease.  Submission  of this Lease to Tenant  does not
constitute an option or offer to lease and this Lease is not effective otherwise
until execution and delivery by both Landlord and Tenant.

       I. Accord and Satisfaction.  No payment by Tenant of a lesser amount than
the Rent nor any  endorsement on any check or letter  accompanying  any check or
payment of Rent shall be deemed an accord and  satisfaction  of full  payment of
Rent,  and Landlord may accept such payment  without  predjudice  to  Landlord's
right to recover the balance of such Rent or to pursue other remedies.

       J.  Easements.  Landlord may grant  easements on the Project and dedicate
for public use portions of the Project without Tenant's  consent,  provided that
no such grant or decision shall substantially interfere with Xxxxxx's use of the
Premises. Upon Xxxxxxxx's demand, Xxxxxx shall execute,  acknowledge and deliver
to Landlord  documents,  instruments,  maps and placs  necessary  to  effectuate
Tenant's covenants hereunder.

       K. Drafting and Determination  Presumption.  The parties acknowledge that
this Lease has been agreed to by both  parties,  that both  Landlord  and Tenant
have  constituted  with or had the  opportunity  to consult with  attorneys with
respect  to the terms of this  Lease and that no  presumption  shall be  created
against  Landlord  because  Landlord  drafted  this Lease.  Except as  otherwise
specifically set forth in this Lease, with respect to any consent, determination
or  estimation  of Landlord  required in this Lease or  requested  of  Landlord.
Xxxxxxxx's consent, determination or estimation shall be made in Landlord's good
faith opinion, whether objectively reasonable or unreasonable.

       L.  Exhibits.  Exhibits  A, B, C, D, E and F  attached  hereto are hereby
incorporated herein by this reference.

       M. No Light,  Air or View  Easement.  Any  diminution  or shutting off of
light, air or view by any structure which may be erected on lands adjacent to or
in the vicinity of the Building  shall in no way affect this Lease or impose any
liability on Landlord.

       N. No Third Party Benefit.  this Lease is a contract between Landlord and
Xxxxxx and nothing herein is intended to create any third party benefit.

38. ADDITIONAL PROVISIONS.

       First Addendum to Lease

       Exhibit "A" Floor Plan
       Exhibit "B" Work Letter
       Exhibit "C" Standard Specifications
       Exhibit "D" Xxxxxxxx Center Sign Policy
       Exhibit "E" Rules and Regulations
       Exhibit "F" Hazardous Materials/Wastes

IN WITNESS WHEREOF, the parties hereto have executed this Lease the day and year
first above written.


"Landlord"

STANFORD RANCH I, LLC

By: /s/ Xxxxx X. Xxxxxx
    ----------------------------------------------
    Name:  Xxxxx X. Xxxxxx
         ----------------------------------------
    Title:  President
         ----------------------------------------


"Tenant"

SPECTRIAN CORPORATION

By: /s/ Xxxxxxx X. Xxxxxxxxx
    ---------------------------------------------
    Xxxxxxx X. Xxxxxxxxx, Chief Operating Officer

By:
    ---------------------------------------------
    Name:
         ----------------------------------------
    Title:
         ----------------------------------------




                             EXHIBIT A - SITE PLAN


                                     MAP OF

                        PROPOSE OFFICE/INDUSTRIAL BLDG.

                                   SITE PLAN

                           STANFORD RANCH DEVELOPMENT

                                    LOT #10


                                    EXHIBIT A

                                   FLOOR PLAN



                                (TO BE ATTACHED)




                                   EXHIBIT B

                                  WORK LETTER

         This Work Letter shall set forth the terms and  conditions  relating to
the construction of the tenant improvements in the Premises. This Work Letter is
essentially   organized   chronologically   and  addresses  the  issues  of  the
construction of the Premises,  in sequence, as such issues will arise during the
actual construction of the Premises.


                                   SECTION 1

                     CONSTRUCTION DRAWINGS FOR THE PREMISES

         Landlord  shall cause the  improvements  in the  Premises  (the "Tenant
Improvements") to be constructed,  at Xxxxxxxx's sole cost and expense, pursuant
to the specifications  outlined in the preliminary  drawings as prepared by CHMD
dated November 6, 1997, as shown on Exhibit "A". Tenant shall make no changes or
modifications to the Approved Working drawings without the prior written consent
of Landlord, which consent may be withheld in Landlord's sole discretion if such
change or  modification  would  directly  or  indirectly  delay the  Substantial
Completion,  as that term is defined in Section 2.1 of this Work Letter,  of the
Premises  or  increase  the  cost  of  designing  or  constructing   the  Tenant
Improvements.  In  the  event  Tenant  makes  changes  to  Exhibit  "A"  causing
allowances  to exceed that in  Paragraph  5 of the First  Addendum  Lease,  such
excess shall be amortized  as noted in Paragraph 5 of the First  Addendum  Lease
contained herein.


                                   SECTION 2

                     COMPLETION OF THE TENANT IMPROVEMENTS:
                               COMMENCEMENT DATE

         2.1 Ready for  Occupancy.  The  Premises  shall be  deemed  "Ready  for
Occupancy" upon the Substantial Completion of the Premises. For purposes of this
Lease  "Substantial  Completion" of the Premises shall occur upon the completion
of  construction  of the Tenant  Improvements  in the  Premises  pursuant to the
Approval  Working  Drawings,  with the exception of any punch list items and any
tenant fixtures, work-stations, built-in furniture, or equipment to be installed
by Tenant or under the supervision of the Contractor.

         2.2 Delay of the  Substantial  Completion  of the  Premises.  Except as
provided in this Section 2.2, the Commencement Date shall occur by June 1, 1998.
If there shall be a delay or there are delays in the  Substantial  Completion of
the Premises or in the  occurrence of any of the other  conditions  precedent to
the Commencement  Date, as set forth in the Base Lease Information of the Lease,
as a direct, indirect,  partial, or total result of the following (collectively,
"Tenant Delays")

                  2.2.1 Tenant's  failure to timely approve any matter requiring
Xxxxxx's approval;

                  2.2.2 A breach by  Tenant of the terms of this Work  Letter or
the Lease.

                  2.2.3  Tenant's  request for changes in the  Approved  Working
Drawings;

                  2.2.4 Changes in any of the Approved  Working Drawings because
the same do not comply with applicable laws;

                  2.2.5 Tenant's requirement for materials, components, finishes
or improvements which are not available in a commercially  reasonable time given
the  anticipated  Commencement  Date,  as set forth in the  Lease,  or which are
different from, or not included in Landlord's standard improvement package items
for the Building.

                  2.2.6 Changes to the base, shell and core work of the Building
required by the Approved Working Drawings or any changes thereto; or

                  2.2.7 Any other acts or omissions of Tenant or its  agents, or
employees;

then,  notwithstanding  anything to the  contrary set forth in the Lease or this
Work Letter and regardless of the actual date of the  Substantial  Completion of
the  Premises, the  Commencement  Date  shall  be  deemed  to be  the  date  the
Commencement Date would have occurred if no Tenant Delay or Delays, as set forth
above, had occurred, subject to receiving a Temporary Certificate of Occupancy.


                                   SECTION 3

                                 MISCELLANEOUS

         3.1 Tenant's Entry into the Premises  Prior to Substantial  Completion.
Provided that Tenant and its agents do not interfere with  Contractor's  work in
the Building and the Premises Contractor shall




allow Tenant access to the Premises prior to the  Substantial  Completion of the
Premises for the purposes of Tenant installing  equipment or fixtures (including
Tenant's data and telephone and other items) in the Premises.  Prior to Tenant's
entry into the Premises as permitted by the terms of this Section,  Tenant shall
submit a schedule to Landlord and Contractor, for their approval, which schedule
shall  detail the  timing  and  purpose of  Tenant's  entry.  Tenant  shall hold
Landlord  harmless from and indemnify,  protect and defend Landlord  against any
loss or damage to the  Building  or Premises  and against  injury to any persons
caused by Xxxxxx's actions pursuant to this Section.

         3.2 Tenant's  Agents.  All  subcontractors,  laborers, materialmen, and
suppliers  retained  directly by Tenant shall  conduct  their  activities in and
around the Premises. Building and Property in a harmonious relationship with all
other  subconstractors,  laborers,  materialmen  and  suppliers at the Premises,
Building and Property.

         3.3  Time  of  the  Essence  in  This  Work  Letter.  Unless  otherwise
indicated,  all references  herein to a "number of days" shall mean and refer to
calendar  days. In all instances  where Tenant is required to approve or deliver
an item, if no written  notice of approval is given or the item is not delivered
within the stated time period,  at  Landlord's  sole option,  at the end of such
period the item shall  automatically  be deemed  approved or delivered by Tenant
and the next succeeding time period shall commence.

         3.4  Tenant's  Lease  Default.  Notwithstanding  any  provision  to the
contrary  contained in the Lease, if a Default by Tenant as described in Section
26 of this Lease, or a default by Tenant under this Work Letter, has occurred at
any time on or before the  Substantial  Completion of the Premises,  then (i) in
addition to all other rights and remedies  granted to Landlord  pursuant to this
Lease.  Landlord  shall  have  the  right  to  cause  Contractor  to  cease  the
construction  of the Premises (in which case Tenant shall be responsible for any
delay in the Substantial Completion of the Premises caused by such work stoppage
as set forth in Section 5 of this Work Letter),  and (ii) all other  obligations
of  Landlord  under the terms of this Work Letter  shall be forgiven  until such
time as such default is cured pursuant to the terms of the Lease.


Agreed and Acknowledged:

LANDLORD: STANFORD RANCH I, LLC

BY: /s/ ???????????????????????                 DATE:
    -------------------------------                  -------------------------

ITS: President
     ------------------------------


TENANT: SPECTRIAN INC.

BY: /s/ ???????????????????????                 DATE: 1/23/98
    -------------------------------                  -------------------------

ITS: Chief Operating Officer
     ------------------------------


BY:                                             DATE:
    -------------------------------                  -------------------------

ITS:
     ------------------------------





                                   Exhibit C

                             Stanford Business Park
                            Standard Specifications

I.   Walls

     A.   Demising Walls

          1.   Framing

               a.   Demising  wall shall be framed  from  finished  floor to the
                    underside  of the roof deck.  All  demising  walls  shall be
                    attached at top to the roof deck and to the floor.

               b.   All demising walls shall be framed with a stud of sufficient
                    size,  gauge and at a spacing such that diagonal  bracing is
                    not  required.  Walls to a height  of 16'0"  shall be framed
                    with 3-5/8" 20 GA. metal studs at 2'-0" on center.  Walls to
                    heights  from 16'0" to 25'-4" shall be framed with 6" 18 GA.
                    metal studs at 16" on center.  Walls above  25'-4"  shall be
                    framed  with 6" 20 GA.  metal  studs  at 16"  and/or  ??" as
                    required per the Table For Non-bearing Screwable Steel Studs
                    and Joists contained in the ICBO Report #2274.

          2.   Gypsum Wall Board

               a.   All  shall be 5/8" Type "X" gypsum  board. Fire side finish.
                    U.O.N.  Gypsum  wall board  shall be placed on the  opposite
                    side U.O.N.

               b.   Insulate walls for sound absorption R-11.

     B.   Interior Office Walls

          1.   Framing

               a.   Interior  walls  shall be  framed  to  either  6" above  the
                    finished ceiling or to the ceiling grid. If to the grid, all
                    walls to receive edging for conformity of appearance.

               b.   Perimeter office  walls  shall be framed  full ????  to roof
                    deck.  Sheetrock  applied both sides to 6" above grid and to
                    warehouse side only balance of the frame. See Demising Walls
                    above for requirements.

               c.   Insulate walls for sound absorption R-11.

          2.   Gypsum Wall Board

               a.   All shall be 5/8" Type "X" gypsum board.

          3.   Furred Walls

               a.   Furred walls to be insulated with R-13.

     C.   Wall Finishes

          1.   All office  walls shall be textured  with a light spray  texture.
               Walls shall be scaled and  painted  with two coats of latex flat.
               Paint to be Xxxxx-Xxxxx,  Product #555.  Verify color with Tenant
               and Owner.

          2.   Restroom  walls  shall be textured  with a light  spray  texture.
               Wainscot at 4'-0"  shall be flat white  "Marlite,"  with  brushed
               aluminum  trim.  All  restroom  ceilings  shall be 8' U.O.N.  All
               restroom  walls and ceilings  shall receive two coats  semi-gloss
               enamel finish paint with light spray  texture.  Verify color with
               Owner. All restroom walls to be sound insulated with P.

     D.   All door openings shall use 16-gauge king stud.





II.  CEILINGS

     A.   Restrooms

          1.   Framing  shall be 4" 25 GA.  metal  joist  at  1'-4"  on  center.
               Maximum  span  8"-9".  For spans in excess of 8"-9"  refer to the
               tables shown on the plans.

          2.   Ceilings shall be covered with 5/8" type "X" gypsum board.

          3.   Finish  shall be light spray  texture  with two coats  semi-gloss
               latex paint.

          4.   Insulate wall with R-11  insulation.  Insulate  ceiling with R-19
               insulation.

          5.   Ceiling height shall be 8'-0" above finished floor.

     B.   Office

          1.   Ceilings shall be 2' x 4' T-bar white  suspended  ceiling system.
               10' above finished floor.

          2.   Ceiling tiles

               a.    Standard shall be Second Look II Acoustical ceiling tile by
                     Xxxxxxxxx at 9'-0" above fininshed floor in office area and
                     10' in tech area or at top of storefront if higher. Provide
                     shims,  routered  edges and  detailing  per  manufacturer's
                     specs.

               b.    Alternate  shall be Standard  Fissured tiles for large work
                     areas.  This title shall be used only when indicated on the
                     plans.

          3.   Provide  R-19  unfaced  fiberglass  insulation  above all  lay-in
               ceilings.  Cut in  insulation  around  light  fixtures.  If  roof
               insulation  is existing or specified  on the plans,  consult with
               Lincoln Property Company  representatives  to determine if lay-in
               ceiling insulation above grid is required.

          4.   Provided  Seismic  Compression  Posts as  required  by code.  All
               ceiling fixtures shall be supported per U.B.C. standards.

III. FLOOR COVERINGS

     A.   Office

          1.   Carpet shall be either "Shaw" or "Designweave" 26 oz. yarn weight
               textured  loop or 32 oz. yarn weight cut pile in lobby area only.
               Verify  color and choice with  Owner.  All carpet  shall  receive
               2-1/2" rubber top set base U.O.N.

          2.   Sheet Vinyl shall be Xxxxxxxxx  "Classic Corlon  Commercial Sheet
               Flooring"  or  approved  equivalent  with 6" coving  or  approved
               equal. Verify color with Owner.

          3.   Vinyl Composition Tile  shall be Xxxxxxxxx  "Standard Exoclon" or
               approved  equivalent  with 2-1/2" Rubber base or approved  equal.
               Verify color with Owner.

     B.   Warehouse

          1.   Warehouse  floors  shall  be  sealed  with a  chlorinated  rubber
               sealer.  Contractor  shall  verify the  condition of the existing
               floors prior to submitting proposals.

IV.  DOORS

     A.   Door Frames

          1.   All door frames to be Timely pre-finished frames. Finish to match
               storefronts  unless otherwise noted. All frames shall be provided
               with a one (1) hour fire






               rating.  Frames shall have a standard certificate plate indicated
               the one (1) hour rating.

     B.   Interior Doors

          1.   Interior doors shall be 3'-0" x 7'0".  Doors shall be paint grade
               xxxxx by  CalWood.  All doors shall be  supplied  with  20-minute
               label.

     C.   Hardware

          1.   Latchsets (no lock) to be Schlage  "Xxxxx" "A" series (626) satin
               bronze finish.

          2.   Hinges to match  hardware  finish.  Provide  1-1/2  pair for each
               door.

          3.   Doors to be  installed  in a rated  condition  (1-hour  condition
               required by code) shall be installed with a closer.  Closer shall
               be  0.XX#1-160#1  aluminum  finish to match door hardware  unless
               otherwise noted.

          4.   All  private  offices  shall  receive  coat hook on back of door,
               Ameruck EP 3460-26.

V.   RESTROOM ACCESSORIES

     A.   All restrooms to include the following accessories:

          1.   Towel Dispenser shall be surface mounted stainless steel. Provide
               Bobrich #B262, XxXxxxxx Xxxxxx #610 or approved equal.

          2.   Seat Cover Dispenser shall be surface  mounted  stainless  steel.
               Provide Bobrich #B221, XxXxxxxx Xxxxxx #610 or approved equal.

          3.   Toilet  Paper  Dispenser  shall be Bobrich  #B-2740  or  approved
               equal.

          4.   Mirror. Bobrich #B165 or approved equal. Size shall be 24" x 36".

          5.   Grab bars. Bobrich #B6806, 36" and 42" or approved equal.

          6.   Feminine  Napkin  Disposal  shall be  surface  mounted  stainless
               steel.  Provide XxXxxxxx Xxxxxx #610 or approved equal.  (Woman's
               restroom only.)

VI.  PLUMBING

      A.  All water piping shall be copper U.O.N.  All hot water piping shall be
          insulated with Armaflex form insulation.

      B.  Water  closets to be  American  Standard  elongated  water saver Cadet
          #2108418 and Olsonite #95 or approved equal.

      C.  Urinals  to  be  American  Standard  -  water  saver  Allbrook  Urinal
          #65-40.017 w/Sloart Royal #180-15 flush valve or approved equal.

      D.  Lavatories to be American Standard Lucern lavatory #0355.012 wall hung
          with 2103.620 faucet with 4" wrist blade handles or approved equal.

          Lavatories  in  counter  top  shall  be  American   Standard  "Horizon
          Lavatory: #?????.025 with 2103.1459 faucet with 4" wrist blade handles
          and pop-up drain. Verify color of counter with Owner.

      E.  Hospitality  sink when called for shall be Elkay #1.R-1918 19" x 18" x
          7-12" D stainless  steel bar sink with LK-2223  deluxe two handle  bar
          faucet with 9" high  traditional  swing spount and LK-367 small basket
          strainer.  Sink shall be installed in  plastic laminate counter unless
          otherwise noted.

      F.  Drinking  fountain  when called for shall be Xxxx  barrier  free water
          cooler model #11CBF7.

      G.  Service  sink when  called for shall be American  Standard  "Lakewell"
          #7692.023 with 8769.018 rim board and 8340.242 faucet.





      H.  All hot water heaters to be National  Steel  Construction  or approved
          equal.

      I.  Showers  where  called  for.   Handicapped,   prefabricated   Kimstock
          Southwest, Inc. Verify model number with Owner.

      J.  All toilet  partitions  where called for shall be Sony Metal Normandie
          or Knicherbocker New Yorker,  baked enamel floor-braced with coat hook
          and bumper. Verify color with owner.

      K.  Breakroom sink to have 1/2 HP (min.) garbage disposal.

      L.  Water main and branch lines to have valve shutoffs.

VII. ELECTRICAL

      A.  Designed and installed in accordance with the California  Energy Act -
          title 24, 225 amp, 208 volt service typical,  42 circuit  distribution
          panel.

      B.  Power  distributed as required by Tenant for  warehouse,  assembly and
          manufacturing  equipment,   appliance  operating  and  special  office
          machinery  shall be ceiling  hung U.O.N.  Subpanels  and  transformers
          shall be located in the tenant space per code.

      C.  Warehouse.  Flush mounted ('296 strip  fluorescent  light  fixtures by
          Lithonia  or)  approved  equal in areas with open  ceiling per Exhibit
          "A".

      D.  Ceiling mounted fixture at restroom-Lithonia Xxxxxxx, #1.B240 120A

      E.  Other  lighting as required by Tenant or code.  Same light fixtures to
          be used as called out in C. above  except  provided on 8' x 8' centers
          for shipping/receiving area will be provided.

      F.  Provide  ivory  plates and covers for all power  outlets,  switches or
          plates.  Provide rings and pull wires at all  telephone,  computer and
          cable (C.R.T.) outlets as indicated on plan. All switches to be at 46"
          on center,  all outlets to be at 18" on center,  all warehouse outlets
          at 26" on center.  Provide stainless steel covers in manufacturing and
          warehouse area.

      G.  Illuminated exit signs as required by Tenant or code.

      H.  Office  lighting is by 2' x 4' recessed  mounted  fluorescent  ceiling
          fixtures,  Lithonia  2GT340A12-277V or equal,  approved by Owner, with
          acrylic  prism  lens.  Lighting  to comply to T-24  Energy  Standards.
          Pattern shall by 8' x 8'.

      I.  2-4" PVC chase and pull line for telephone from T.B.B.  to T.1. space.
          Provide 4' x 8' x 3/4' backboard at location shown on drawings.

      J.  Any switch  gear used in Electric  room that will  impede  future T.1.
          additions is not  permissible  without prior written  permission  from
          Landlord.

      K.  1500 Amps/480 Volt/3-Phase power to be allocated to Spectrian.  Of the
          remaining 500 Amps/480 Volt/3-Phase power, Spectrian shall be entitled
          to a pro rata share basis of this power should  Spectrian  expand into
          the adjacent space in the future.

VIII. FINISHES/SPECIALTIES

      A.  Special  office  wall  or  floor  finishes.   See  T.I.  drawings  for
          specifications.

      B.  Lunch room,  conference room, coffee or wet bar cabinetry and plumbing
          and appliances as required by Tenant.

      C.  Refer to tenant improvement plans for locations and specifications.

      D.  All exterior  windows to receive 1" mini-blinds to be outside  mounted
          on the window mullion. Each mullion to receive one (1) mini-blind from
          ceiling height to floor. Verify color and brand with Owner.

IX. FIRE SPRINKLERS




A.   Designed in accordance  with local coda.  Sprinkler pipe drops ate extended
     from  existing  fire  lines  is  the  roof  structure  Sprinkler  beds  are
     semi-recessed  dame with chrome color to finish.  Fire bases,  extinguisher
     and  detectors are provided as required by rode or tenant  Sprinkler  beads
     shall be centered in 2 x 2 section of Z x 4 Second Look 11 ceiling tile.

HVAC PERFORMANCE Criteria

1.   Load calculations for standard office  space/manufacturing  space/warehouse
     space:

     A.   Use ASHRAE fundamentals summer design dry bulb temperature at 0.5%

     B.   Indoor design  conditions art: to be 72 degree Fahrenheit 5O% R.H. for
          summa and 70 degrees Fahrenheit for winter.

     C.   Lighting internal load allowance: 1.5 xxxxx per square foot.

     D.   Miscellaneous equipment internal load allowance:  3.0 xxxxx per square
          foot.

     E.   People  load  allowance  120 square  foot per person or actual  covet.
          whichever is greater

     F.   Minimum ventilation allowance: 20 CFM per person.

2.   HVAC systems shall be fully zoned for exposure, usage and occupancy

3.   All roof mounted HVAC units to be mounted above a glue-xxx unless otherwise
     approved structurally designed to accommodate load.

4.   Toilet  roams to be  exhausted  a 12 air  changes  per hour,  exhausted  to
     exterior

5.   Air conditioning equipment to be Carrier or Trane

6.   Exhaust fans to be sized properly

7.   Supply diffusers to be modular air core type; Thus, Metal-Air or equal.

8.   HVAC ductwork to be metallic

9.   Discharge and intake ductwork at air conditioning  unit shall be internally
     lined with 1" - 1-1/2 lb. per cubic foot vinyl face,  xxxxx xxxx insulation
     for sound attenuation (designed for proper acoustical attenuation).

10.  Wrap all unlined  concealed supply and return due with 2" 314 lb. per cubic
     foot insulation and foil vapor carrier

11.  Wire flexible duct is ONLY to be used at the supply/return  outlet (maximum
     length 10').

12.  Rectangular elbows to be installed with directional vanes.

13.  Rectangular taps to be constructed with a 45 degree upstream side.

14.  All supply branches to have a manual volume dumper.

15.  Support  for all piping as  duct-work  shall be in  accordance  with SMACNA
     "Guidelines for Seismic Restraints of Mechanical Systems."

16.  Intentionally omitted.

17.  Basic  HVAC   control   system  shall  be   Honeywell   programmable   time
     clock-thermostat configuration.

18.  Each thermostat is to be installed with a 3-hour by-pass timer for overtime
     usage.

19.  Air  balance  shall be done by the  installing  contractor  and to  provide
     balance report to Tenant.

20.  Mechanical  contractor is b comply with all ASHRAE,  SMACNA,  UBC and local
     code requirements.

21.  All material and  workmanship  provided by  mechanical  contractor is to be
     warranted to be free from defects for a period of one (I) year.

22.  All gas meters to be approved by Landlord prior to selection.

23.  All duct joints shall be sealed airtight.

24.  Submit Title 24 plans, calls for permit.

25.  Provide slot diffusers in lobby.

26.  Fire/smoke dampers and detectors to be provided and installed by mechanical
     contractor. To be constructed as per code.

27.  Condensate drain to be approved receptacle/location

                                   EXHIBIT X

                          XXXXXXXX CENTER SIGN POLICY

                 Tenant Suite Identification-- Window Graphics

Height:

     Tenant: Copy - 4".

General Placement:

     All copy  centered  onto glass area to the left or right of entrance  door,
     whichever appropriate.

Copy Placement:

     5'0' from floor to middle of sign.  Copy not to exceed a 3" margin on right
     and left sides.

Material:

     Vinyl

Color:

     Matte white

Typeface:

     Tenant copy - Century Bold, upper and lower cast. .

Copy:

     Signage  shall be limited to the name of the  tenant,  as  detailed  in the
     lease, or the publicly  recorded assumed  business name of the tenant,  and
     shall not include a descriptive advertisement.

Responsibility:

     Tenant: signage shall be paid by the tenant

                                  EXHIBIT "E"

                             RULES AND REGULATIONS

1. Lessee shall not obstruct or  interfere  with the rights of other  lessees of
the Project,  or of persons having business in the Project, or in any way injure
or annoy such lees or persons.

2.  Lessee  shall not commit any as or permit  anything  in or about the Project
which shall or might  subject  Lessor to any  liability  or  responsibility  for
injury to any Xxx or property by town of any business or operation being carried
on, in or about the Project or for any other reason.

3. Lessee shall not use the Project for lodging,  sleeping,  cooking, or for any
immoral or illegal  purpose or for any purpose that will damage the  Project,  a
the reputation  thereof,  or for any purposes other than those  specified in the
Lease.

4. Canvassing, soliciting and peddling in the Project are prohibited, and Lessor
shall cooperate to prevent such activities.

5. Lessee  shall not bring or keep  within the  Project  any animal,  bicycle or
motorcycle

6. Except as expressly provided in this Lease,  Lessee shall not cook or prepare
food,  or place or use any  inflammable,  combustible,  explosive  or  hazardous
fluid,  chemical  device,  substance or material in or about the Project without
the prior  written  consent of Lessor.  Lessee shall  comply with all  statutes,
ordinances,  rules, orders, regulations and requirements imposed by governmental
or  quasi-governmental  authorities in connection with fire and panic safety and
fire prevention and shall not commit any act, or permit any object to be brought
or kept in the  Project,  which  shall  result in a change of the  rating of the
Project.  by the  Insurance  Services  Office or any  similar  person or entity.
Lessee  shall not  commit  any act or permit any object to be brought or kept in
the Project which :ball increase the rate of fire insurance on the Project or on
property located therein. Notwithstanding the fort-going, Lessee may cook with a
microwave oven for personal use of its employees

7.  Lessee  shall not conduct in or about the  Project  any  suction,  public or
private without the prior written approval of Lessor.

8. Lessee  shall not install or use in the  Project any air  conditioning  unit,
engine,  boiler,  generator,  machinery,  heating  unit,  stove,  water  cooler,
ventilator,  radiator or any other similar  apparatus  without the express prior
written consent of Lessor, and then only is Lessor may direct.

9. All  equipment and any other device of any  electrical  or mechanical  nature
shall be placed by Lessee in the Premises in settings  approved by Lessor, so is
to absorb or Prevent any vibration,  noise or annoyance.  Lessee shall not cause
improper noises, vibrations or odors within the Project.

10.  Lessee  shall not move or install  such  objects in or about the Project in
such to fashion as to unreasonably obstruct the activities of other lessees, and
all such moving shall be at the sole expense, risk and responsibility of Lessee.

11.  Lessee  shall not place  within the  Project any safes,  copying  machines,
computer  equipment or other objects of unusual size or weight, nor shall Lessee
place within :e Project any objects which exceed the floor weight specifications
of the Profit without the express prior written consent of Lessor. The placement
and  positioning  of all such objects  within the Project shall be prescribed by
Lessor and such objects shall,  in all cases.  :e placed upon plates or footings
of such size as shall be prescribed by Lessor.

12. Lessee shall not deposit trash, refuse,  cigarettes,  or other substances of
any kind within or out of the Project, except in the refuse. containers provided
therefore. Lessee shall not introduce into the Project any substance which might
add an undue  burden to the  cleaning  or  maintenance  of the  Premises  or the

Project. Lessee shall exercise its best efforts to keep the sidewalks, entrances
passages courts, lobby areas, garages or parking areas,  elevators,  escalators,
stairways,  vestibules,  public  corridors  and halls in and  about the  Project
(hereinafter "Common Areas') xxxx and free from rubbish.

13. Lessee shall use the Common Areas only as a means of ingress and egress, and
Lessee  shall  permit no loitering by any persons upon Common Areas or elsewhere
within the Project. The Common Areas and roof of the Project are not for the use
of the general public, and Lessor shall in all cases retain the right to control
or prevent  access  thereto bur all persons whose  presence,  in the judgment of
Lessor, stall be prejudicial to the safety,  character,  reputation or interests
of the Project and its lessees. Lessee shall not eater the mechanical rooms, air
conditioning aroma, electrical closets,  janitorial closets, or similar areas or
go upon the roof of the Project  without the express  prior  written  consent of
Lessor.

14.  Lessor  reserves  the right to exclude or expel from the Project any person
who, in the opinion of Xxxxxx,  is intoxicated or trader the influence of liquor
or  drugs  or who  shall  in  any  manner  act in  violation  of the  rules  and
regulations of the Project.

15. Lessor shall have the right to designate the area or areas, if any, in which
Lessee  and  Xxxxxx's  servants,   employees,   contractors,   jobbers,  agents,
licensees,  invitees,  guests ad visitors may park vehicles,  and Lessee and its
servants, employees,  contractors,  jobber, agents, licensees,  invitees, guests
and visitors and shall observe and comply with all driving and parking signs and
markers  within  and  about the  Project.  All  parking  ramps and areas and any
pedestrian walkways,  plazas o- other public areas forming a part of the Project
or the land  upon  which the  Project  is  situated  shall be under the sole and
absolute  control o: Lessor who shall have the  exclusive  right to regulate and
control those areas.

16. Lessee shall not use the washrooms  restrooms,  and plumbing fixtures of the
Project and appurtenances  thereto,  for any other purpose than the purposes for
which they were constructed,  and Lessee shall not waste water by interfering or
tampering  with the  faucets  or  otherwise.  If  Lessee or  Xxxxxx's  servants,
employees, contractors, jobbers, agents, licensees, invitees, guests or visitors
case  any  damage  to  such   washrooms,   restrooms,   plumbing   fixtures   or
appurtenances,  such damage  shall be repaired at Lessee's  expense,  and Lessor
shall not be responsible therefore.

17. Lessee shall not mark,  paint,  drill into, cut, string wires within,  or in
any way  defers any part of the  Project,  without  the  express  prior  written
consent  of  Lessor,  and as  Lessor  may  direct.  Upon  removal  of  any  wall
decorations  or  installations  or floor  coverings  by Lessee any damage to the
walls or floors  shall be repaired by Lessee at Lessee's  sole Cost and expense.
Without  limitation upon any of the provisions of the Lease,  Lessee shall refer
all contractor's representatives.  installation technicians,  janitorial workers
and other mechanics,  artisans and laborers  rendering any service in connection
with the  repair,  maintenance  or  improvement  of the  Premises  to Lessor for
Lessor's  supervision,  approval  and  control  before  performance  of any such
service.  This  Paragraph  17 shall apply to all work  performed in the Project,
including  attachments and installations of any nature affecting floors,  walls,
woodwork,  trim,  windows,  ceilings,  equipment  or any  other  portion  of the
Project.  Plans and  specifications  for such work,  prepared at  Xxxxxx's  sole
expense  sail be  submitted  to Lessor and shall b subject to  Lessor's  express
prior written  approve:  in each instance  before the  commencement of work. All
installations,  alterations  and additions  shall be  constructed by Xxxxxx in a
good and  workmanlike  manner and only good grades of material  shall be used in
connection therewith. The means by which telephone.  telegraph and similar wires
are to be introduced to the Premises and the location of telephones,  call boxes
and other  office  equipment  affixed  to the  Premises  shall be  subject u the
express  prior  written  approval of Lessor.  The use of cement or other similar
adhesive material is expressly prohibited.

18. No signs,  awnings,  showcases,  advertising devices or other projections or
obstructions  shall be  attached to the o=de walls of the Project or attached or
placed  upon any Common  Areas  without  the express  prior  written  consent of
Lessor.  No window  shades  blinds,  drapes or other window  coverings  shall be
installed in the Project  without the express prior written consent of Lessor No
sign, picture,  advertisement,  window display or other public display or notice
shall to inscribed,  exhibited,  painted or affixed by Lessee upon or within any
part of the  Premises  in such a fashion  as to be seen from the  outside of the

Premises or the Project without the express prior written consent of Lessor.  In
the event of the violation of any of the foregoing by Xxxxxx, Lessor tray remove
the articles  constituting the violation  without any liability and Xxxxxx shall
reimburse  Lessor  for the  expense  incurred  in such  removal  upon  demand as
additional  rent under the Lease.  Interior  signs on doors and-upon the Project
directory  shall be subject to the express prior written  approval of Lessor and
shall be inscribed, painted or affixed by Lessor at the expense of Xxxxxx.

19.  Lessee  shall not use the name of the Project or of Lessor in its  business
time,  trademarks,  signs,  advertisements,  descriptive  material,  letterhead,
insignia or any otter  similar  item  without  Lessor's  express  prior  written
consent.

20.  Lessee shall be entitled to have its name entered upon the directory of the
Project.  In the event that Xxxxxx wishes to have  additional  entries made upon
the Project  directory  for the names of employees  of Xxxxxx who occupy  office
space within the Pry,  such  entries may be allowed by Lessor in its  reasonable
discretion, and Lessor may require that I .GS pay a reasonable fee for each such
additional  entry.  All entries upon the Project  directory  shall be in uniform
prim of a size, style and format selected by Lessor.

21. The sashes, sash doors,  skylights,  windows and doors that reflect or admit
lips or air into the Common Areas shall not be covered or  obstructed by Lessee,
through  placement  of objects  upon window  xxxxx or  otherwise.  Lessee  shall
cooperate with Lessor in obtaining  maximum  effectiveness of the cooling system
of the Project by closing  drapes and over widow  coverings  when the sun's rays
fall upon windows of the Premises.  Lessee shall not obstruct,  alter, or in any
way impair  the  efficient  operation  of  Lessor's  heating,  ventilating,  air
conditioning,  electrical,  fire, safety or lighting  systems,  nor shall Lessee
tamper  with or change the  setting of any  thermostat  or  temperature  control
valves in the Project.

22. Subject to applicable  fire or other safety  regulations,  all doors opening
onto Common Areas and all doors upon the perimeter of the Premises shall be kept
close:. and, during non-business (tours,  locked, except when in use for ingress
or egress.  If Lessor  uses the  Premises  after  regular  business  hours or on
non-business  days, Lessee shall lock my entrance doors to the Project or to the
Premises cued by Lessee immediately after using such doors.

23.  Employees of Lessor shall not receive or carry messages for or to Lessee or
oz.! other person,  nor contract with nor render free or paid services to Lessee
or  Xxxxxx's  servants,  employees,   contractors,  jobbers,  agents,  invitees,
licensees,  guests or  visitors  In the  event  that any of  Lessor's  employees
perform any such services,  such  employees  stall be deemed to be the agents of
Lessee  regardless  of whether or how payment is arranged for such  services and
Lessee hereby  indemnifies and holds Lessor harmless from any ant: ill liability
in  connection  with any such  services and any  associated  injury or damage to
property or injury or death to persons resulting therefrom.

24. All keys to the exterior  doors of the Premises  shall be obtained by Lessee
from Lessor,  and Lessee shall pay to Lessor a reasonable  deposit determined by
Lessor fro= tine to time for such keys.  Lessee shall not make duplicate  copies
of such keys. Lessee =all not install additional locks or bolts of any kind-upon
any of the doors or windows of, :r wit-tin,  the Project,  nor shall Lessee make
any changes in existing locks or the mechanisms thereof.  Lessee shall, upon the
termination  of  its  tenancy,  provide  Lessor  with  the  combinations  to all
combination  locks on safes, safe cabinets and vaults and deliver to: Lessor all
keys to the Project, the Premises,  and all interior doors,  cabinets, and other
key-  mechanisms  therein,  whether or not such keys were  furnished  to Less by
Lessor.  In the event of the loss of any key  furnished  to  Lessee  by  Xxxxxx.
Lessee  shall pay to Lessor the cost of  replacing  the same or of changing  the
lock or locks  opened by such last key if Lessor shall deem it necessary to make
such a change.

25.  Access may be had by Lessee to the Common  Areas and to the  Premises  at m
time.  At other times  access to the  Project  may be refused  unless the person
seeking  admission is known to the watchman in charge, if any, and/or has a pass
or is property identified.  Lessee shall be responsible for all persons for whom
Xxxxxx  requests  passes  and  sirs".1  be liable to Lessor for all acts of such
persons.  Lessor  shall in no case be liable :or  damages for the  admission  or
exclusion of any person from the Project. In case of invasion, mob, riot, public

excitement,  or other commotion,  Lessor reserves the right to prevent access to
the project for the safari of knees and protection of property in the Project.

26. Lessor shall not be responsible for. and Xxxxxx hereby indemnifies and holds
Lessor  harmless  from any  liability  in  connection  with,  the  loss,  theft,
misappropriation  or other  disappearance of furniture,  furnishings,  fixtures,
machinery,  equipment,  money,  jewelry or other items of personal property from
the ?remises or other parts of the Project,  regardless  of whether the Premises
or Project are located at the time of such loss.

27. For purposes hereof, the terns "Lessor",  "Lessee", "Project" and "Premises"
am defined as those  terms are  defined  in the Lease to which  these  Rules and
Regulations  are attached.  Wherever  Lessee is obligated  eider these Rules and
Regulations to do or refrain from doing an act or thing.  such  obligation  shay
include the  exercise by Lessee of its best  efforts to secure  compliance  with
such  obligation  by the  servants,  employees,  contractors,  jobbers,  agents,
invitees,  licensees,  guests tad visitors of Lessee.  The term "Project"  shall
include the Premises, and any obligations of Lessee hereunder with regard to the
Project  shall apply with equal force to the  Premiers and to other parts of the
Project.

                                  EXHIBIT "F"

                               Storage and Use of
                      Permitted Hazardous Material/Wastes

Landlord   will  allow  the  use  and   storage  of  the   following   hazardous
materials/wastes  a the Premises,  so long as Tenant  complies with all teens of
the Lease regarding Hazardous Materials:

                               Isopropyl Alcohol
                                  Solder Flux
                                      Wipes
                                      Tips
                                     Gloves
                                  Finger Cots

and  such  other  Hazardous  Material  required  and used in the  production  of
Tenant's Products,  provided their use and disposal adheres to federal and state
laws.

                            FIRST ADDENDUM TO LEASE

     THIS FIRST  ADDENDUM TO LEASE  ("Addendum")  is entered into as of the 19th
day of December,  1997, by and between STANFORD RANCH 1, LLC, a Delaware limited
liability company ("Landlord") and SPECTRIAN CORPORATION, a Delaware Corporation
("Tenant"), in connection with the following:

     X.  Xxxxxxxx and Team entered  into that certain  lease dated  December 19.
1997 (the 'Lease) for space commonly known as Suite 500 located at Xxxxxxxx Tees
Center on Lot 10, and more particularly described in the Lease (the "Premises').

     B. Landlord and Team wish to modify the Lease as set forth herein.

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

     1. Base  rent.  The  initial  Base  Rent as sec  forte in the  Basic  Lease
Information of the Lease shall be 517,729.30  per month,  subject to increase to
the extent the Tenant Improvement  Allowance (as defined herein) is greater than
the Fixed Allowance (as defied  herein).  On the first day of the 19th, 37th and
54th  months of the term of the  Lease the  Monthly  Bas:  Rent:  then in effect
(without  taking into account any temporary  abatements or reductions to Monthly
Base Kent)  stall be  increased  by three and  one-half  percent  (31125:).  The
Monthly  Base Rent for the first two (2) calendar  months of the Term  (totaling
$35,158.60) shall be fully abated.

     2. Options to Extend Term.

          (a)  Grant  of  Option.  Tenant  is  hereby  granted  two (2)  options
(sometimes  individually  called a "Renewal Option" and collectively  called the
'Renewal  Options")  to extend the Term of the Lease with  respect to all of the
space then constituting the Premises (including,  without limitation,  any space
acquired  through  Tenant's  First  Refusal  Right)  upon  all of the  envisions
contained in the Lease,  except for Monthly  Base Rental,  for a period of three
(3) years per Renewal Option (ea=t referred to herein as the 'Option Tam'). Such
Renewal  Options shall be  exercised,  if at all, by Xxxxxx  delivering  written
notice to Landlord of Tenant's exercise of such Renewal Option ('Option Notice')
it least one hundred eighty (180) days. but not more than two hundred sixty-five
(265) days before (i) the  expiration  of the initial Term (with  respect to the
first  Renewal  Option) and (ii) the  expiration  of the fast Option Tens twilit
respect to the second  Renewal  Option).  Reference to the 'Tam" of the Lease as
user in the Lease shall  include each Option Term for which a Renewal  Option is
exercised in accordance herewith- Tenant shall have no timer right to extend the
Term of the Lease except as set forth in this section.

          (b) Portion of Premises Subject to Renewal  Options.  Tenant's Renewal
Options shall pertain to all or a portion of the  Premises,  provided,  however,
that in no event shall the portion of the Premises to which Renewal  Options are
applicable  be  less  that.  :0,500  usable  square  feet,  in  a  configuration
acceptable to Landlord in its sole discretion. Tenant exercises a Renewal Option
for less titan else entire  Premises as it exists at the time of the exercise of
such Renewal  Option theta the  calculation of the Monthly Base Rent which is to
be effective at the  commencement  of the Option Term shall be increased to take
into  account the cost which  Landlord  will incur to separate the portion of re
Premises to which the Renewal Option  pertains from the balance of the Premises,
amortized  ova the tem. of said Renewal  Option al an interest  rate of I t% per
annum.  If Tenant  exercises  its firs  Renew l Option  for less than the entire
Premises  as it exists at the time of the  exorcise of such  Renewal  Option (as
allowed  above),  then Tenant  shall only have the right to exercise  its second
Renewal Option for the space which was the subject of the first Renewal Option.

          (c) Monthly Base Rental  During  Option  Term(s).  In the event Tenant
exercises either of its Renewal Options as provided above, then the Monthly Base
Rental for the  applicable  Option Term  (including  periodic  increase:  to the
Monthly Base Rental  during the  applicable  Option Term) shall be determined as
hereinafter  provided.  'The Monthly Base Rental for the applicable  Option Term
shall be determined as follows:

               (1) Within  fifteen  (15) days of receipt by Landlord of Tenant's
Option Notice,  Landlord shall deliver written notice (the 'landlord Notice") to
Tenant advising Tenant of Landlord's opinion of ninety-five percent (95%) of the
air marker rental value (the "Value) of the Premises;

               (2) If  Xxxxxxxx's  opinion  elf 60  Value  of  the  Premises  is
acceptable  to Tenant the,  Tenant  shall so notify  Landlord in writing  within
fifteen  (IS) days of  receipt  by Tenant of  Landlord's  Notice,  end the Lease
shall, thereafter, be extended for the Option Term,

               (3) M the event Taunt challenges  Xxxxxxxx's opinion of the Value
of the Premises  Tenant shall  deliver  written  notice  thereof (the  "Tenant's
Notice) to Landlord  within fifteen (I S) days of receipt by Taunt of Landlord's
Notice.  In such Tenant's Notice;  Tenant shall also advise Landlord of Xxxxxx's
opinion of the Value of the Premises. If Tenant fails to deliver Xxxxxx's Notice
to Landlord  containing the tired information  within such fifteen (IS) day time
period,  that saran shall be  considered  as Tenant's  acceptance  of Landlord's
Opinion of the Value of the  Premises.  If Taunt  timely  deliver  the  Tenant's
Notice,  and if Landlord  and Taunt  cannot agree upon the Value of the Premises
within fifteen (15) days after  Landlord's  receipt of Taunt's Notice,  then the
Value of the Premises  shall be determined by appraisal in accordance  wits this
Addendum.  All  costs  of suds  appraisal  shall  be paid by  Xxxxxx:  provided,
however,  that  Landlord dull ban sod pay far its own broker as provided in this
subparagraph  3. and the costs  incurred  by Xxxxxxxx  therefore  dad be paid by
Landlord.

          (d)  Determination  of Value By Xxxxxx(:).  In the even the Landlord's
asst!  Team's  opinions  of the  Value  of the  Premises,  as set  forth  in the
Landlord's  Notice and Xxxxxx's  Notice,  respectively,  are  different  and the
parties cannot agree upon such Value as provided in Paragraph 2(c) above,  then.
within  thirty (30) days  thereafter,  Landlord  and Tenant shall each appoint a
licensed  real  estate  broker  with at  least  five  (5)  yet-s  experience  in
commercial office building transactions within the Roseville/Rocklin  area, tend
shall give  written  notice of the nacre and address of such broker to the other
party. Not later than five (5) days aft-- both brokers are appointed, each party
shall separately, but simultaneously, submit in a sealed envelope to each broker
their  separate  opinion  of the  Value  of the  Premises  (which  Value  may be
different  than  their  respective  opinions  of the  Value of the  Premises  as
referenced  above),  and shall  provide a copy of such  submission  to the other
party.  If the  higher  opinion  of the  Value  of the  Premises  of the two (2)
separate  opinions  thereof  submitted  to each such  broker does rot exceed the
lower  opinion of the Value by more than five percent (5%) of the owes  opinion,
then the two Values shall be added and then divided by two (thus  splitting  the
difference :rid evading additional  arbitration costs) with the resulting dollar
amount  becoming the Value of the Premises for purposes  hereof.  The failure by
either party to timely appoint a broker and notify the other party  thereof,  as
provided  above,  shall be deemed a waiver by the failing  party of the right to
have the Value of the Premises  determined by more than one broker. The brokers)
so appointed xxxxx meet at the earliest time  practicable,  but in no event more
than ten (10) days after the appointment of both of the required broker(s),  for
the purpose of determining  whether  Landlord's or Tenant's opinion of the Value
of the Premises as put forth in the separate  notices to each party, as provided
in this subparagraph,  is the more: accurate Value of the Premises,  taking into
account the requirements of this Addendum.

          (e) Determination of Value By Appraiser. If the broker(s) cannot agree
upon  whether  Xxxxxxxx's  or  Xxxxxx's  opinion  is more  accurate,  then  cite
broker(s)  shall  appoint  an  M.A.I.  appraiser  wit at  least  fns  (5)  years
experience in valuing office buildings within the Roseville/Rocklin area to also
determine  whether  Landlord's or Xxxxxx's opinion of the Value a more accurate.
The decision of the majority of said  broker(:) and appraiser  shall  constitute
the vote of suds persons and shall be binding on both of the paves  hereto.  The
Value of the Promises as determined  herein shall be the Monthly Base Rental for
the applicable Option Term.  Notwithstanding  anything to the contrary contained
herein,  in no event shall the Monthly  Bate Rental for each  applicable  Option
Term be less than the Monthly Base Rental for the year  preceding the applicable
Option Term  (without  regard to  temporary  abatements  or  reductions  in such
Monthly Base Rental).

          (f)  Definition  of Value of the  Premises.  The Value of the Premises
shall be  dorm-read  based xxxx  rentals  then  being  charged  for other  space
similarly   situated   and  within   Class  A  buildings   located   within  the
Roseville/Rocklin area of equivalent condition and amenities as the Building and
the Project, Losing into account the size. location.  floor level, the length of
the term of the Option Term, the extent of service to be provided, and any other
relevant terms and conditions, including, without limitation, periodic increases
in rent. All Monthly Base Rental payable during the Option Term shall be payable
in the same  manner and order the same  terms and  conditions  as  Monthly  Base
Rental is paid during the initial Term. In no event :tail  Landlord be obligated
to  construct  any  additional  improvements  within  or about the  Premises  in
connection with Xxxxxx's exercise of sins Renewal Options.

          (g) Arbitration.  In the event of a dispute regarding the Value of the
Premises Or the Monthly  Base Rental  during the  applicable  Option  Term,  the
matter  shall be  submitted  to  arbitration  m the county  where the Project is
looted,  with  and  pursuant  to  the  then  applicable   commercial  rules  and
regulations   of  the  American   Arbitration   Association   or  any  successor
organization  ("AAA").  The parties  hereby  incorporate  by reference as though
fully ax forth herein  California Code of Civil Procedure  Sections 1283, 1213.1
and 1283.05,  relating to discovery  during an  arbitration.  The parties hereby
agree  that  either  or any  party  to the  arbitration  may  seek  any  and all
provisional  remedies,  including,  but not  limited to,  temporary  restraining
Careers.  preliminary injunctions,  permanent injunctions,  writs of attachment,
temporary protective orders, obtain receivers, utilize claims and deliveries and

obtain writs of possession, sod that by doing so, it is specifically agreed that
the  moving  party  has not  waived  the  right to  arbitrate  err  continue  to
arbitrate.  Each party shall, within thirty (30) days after either party files a
request  for  arbitration,  same  one  arbitrator  from  among  the  arbitrators
acceptable to the AAA and the two arbitrators  stall appoint a third arbitrator;
the failure of a party to tamely appoint an arbitrator  shall be deemed a waiver
of the tight by such party to appoint an arbitrator and to lave the matter heard
by moat  than  one  arbitrator.  In suck  proceeding,  the  arbitrator(:)  shall
determine who is a  substantially  prevailing  party and award to such parry its
reasonable  attorneys',  accountants'  and other  professionals'  fees and other
costs incurred in connects= with such proceeding. The award of the arbitrator(:)
shall be Real,  binding upon the parties,  non-appealable  and may be entered in
and enforced by any court of competent  jurisdiction.  Such court may add to the
await of the arbitrator(:) all additional  reasonable  attorneys' fees and costs
incurred by the prevailing party is attempting to enforce such award.

          (h) Payment of Base  Rental  During the period of time the parties are
determining  the  Value  of the  Premise;  if such  period  extends  beyond  tae
scheduled  expiration of the Term (before taking into account the subject Option
Term),  Tenant shall pay  Landlord a Monthly  Base Rental,  the amount which was
paid as Monthly Base Rental  immediately prior to the commencement of the Option
Term.  If the Monthly Base Rental for the Option Term, a determined  herein,  is
different  than the amount  paid by Tenant as Monthly  Base  Rental  during tire
period of time following the previously  scheduled end of the Term of the Lease.
Um an adjustment shall be made effective a of the commencement of the applicable
Option  Term,  and one party  shall pay the other  party,  within  ten (l0) days
following rte determination of the Monthly Base Rental for the applicable Option
Term,  an amount  sufficient to reconcile the amount so paid by Tenant a Monthly
Base Rental u compared with the actual amount of Monthly Base Rental due.

          (i) Renewal  Options  Personal The Renewal  Options  granted to Tenant
herein arc personal to Tenant and may not be exercised or "signed voluntarily or
involuntarily, by or to any person or entity other than the original Tenant. The
Renewal  Options herein  ;ranted to Tenant is not assignable  separate and apart
from the Lease.  In the event that at the time either of tan Renewal Options are
exercisable by Tenant,  the Lease has been assigned,  or a sublease  exists a to
twenty percent (20%.) or more of the Premises,  all unexercised  Renewal Options
shall be deemed null and void and Tenant, any assignee, or any sub lessee, shall
not have the right to exercise said Renewal Option(s).

          (j) Effect of Default on Renewal Options.

               (i) Tenant  shall have no rig" to exercise  any  Renewal  Option,
notwithstanding  any  provision  herein to the  contrary,  (i)  during  the time
commencing  from the date Landlord gives to Tenant a notice of default under the
Lease and  continuing  until the  default  alleged in said  notice of default is
cured,  (ii) during the period of time  commencing  on the date after a monetary
obligation to Landlord is due from Tenant and unpaid  (without any necessity for
notice thereof to Tenant) and continuing  until the obligation is paid, or (iii)
in the event that  Landlord has given to Tenant three or more notices of default
during the twelve (12) month period prior to the time that Tenant exercises such
Renewal Option.

                    (1) The period of title within which any Renewal  Option may
be exercised  shall not be extended or enlarged by reason of Tenant's  inability
to exercise  such  Renewal  Option  because of the  provisions  of  subparagraph
2(j)(i).

                    (2) All  rights  of  Tenant  under  the  provisions  of such
Renewal  Option  shall   terminate  and  be  of  no  further  force  or  effect,
notwithstanding  Tenant's due and timely exercise of such option, if, after such
exercise,  (i) Tenant fails to pay to Landlord a monetary  obligation  of Tenant
for a period of ten (10) days after such  obligation  becomes  due  (without  am
necessity  for  notice  thereof  to  Tenant),   (ii)  Tenant  fails  to  cure  a
non-monetary  default within thirty (30) days after the sate that Landlord gives
notice to Tenant of such default, or (iii) Landlord gives to Tenant three a more
notices of default  for the same type of  default  during the period  commencing
twelve (12) months  prior to the exercise of the Renewal  Option and  continuing
through  the date of the  commencement  of the Option  Temp,  whether cc not the
defaults are cured.

     3. Right of First Refusal.

          (a)  Tenant is hereby  granted a right of firs:  refusal  (the  "First
Refusal Right") to lease any and all space in the Building  pursuant to the term
of ass Paragraph 3. Landlord shall deliver  written notice to Tenant (the "First
Refusal  Notice") prior to the time Landlord intends to offer the space which is
the subject of a lease within the Building (the "First Refusal Space") to a bona
fide third party or prior to the time Landlord intends to accept an offer from a
third party to lease such First  Refusal  Space (in either  rise a 'Third  Party
Offer').  The Third  Party  Offer may be in the form of &  non-binding  later of
intent or deal point  memorandum  Landlord  shall set forth in the First Refusal

Notice the essential  business  terms of the Third Party Offer,  except that the
term of the lease for the First Refusal Spars mall be co-terminus  with the Term
of this Lease.  and except that there shall be an appropriate  adjustment of tae
rental rate for the First Refusal Space as set forth in the Third Party Offer to
take into account the  difference  in the  leasehold  improvements  to the First
Refusal  Spate  desired  by Tenant,  such  adjustment  m the  rental  note to be
established as follows

               (i) The  monthly  renal  for the  First  Refusal  Space  shall be
reduced by the amounts of the monthly  amortization  of the- cost to Landlord to
construct and install the improvements needed pursuant to the Third Party Offer,
plus interest at 10% per annum,  ova the proposed term of the lease which is the
subject of the Third Party Offer, and

               (ii) The  monthly  rental for the First  Refusal  Space  shall be
increased by the amount of the monthly  amortization  of the cost to Landlord to
construct and install the  improvements  needed to cause the First Refusal Space
to be improved  consistent with the remaining Premises and integrated within the
remainder of the Premises (collectively the 'First Refusal Space Improvements'),
plus  interest at 10% per annum,  over the  remaining  term of this Lose (sot to
exceed five years);  provided,  however, that the cost to Landlord for the First
Refusal Space Improvements shall not exceed $21.21 per usable square foot of the
Pest Refusal Space provided further, that if the term of the lease for the First
Refusal  Spar is less than five (5)  years,  they such  amount  shall be further
reduced by a fraction,  the  numerator of which is the number of saints:  in the
tam of the lease for the First  Refusal  Space (after  commencement  of the term
thereof) through die expiration date of this Lease, and the denominator of which
is sixty (60) months.

          (b) Tenant  shall  exercise  its First  Refusal  Right.  if at all, by
delivering  written notice of the exercise  thereof to Landlord  within five (5)
business days, following Xxxxxx's receipt of the First Refusal Notice. If Tenant
does not exercise its First Refusal Right as provided above, then Landlord shall
have the right to lose, the First Refusal Space to any third party or parties on
terms  and  conditions  substantially  similar  to those  so forth in the  First
Refusal Notice or on suds terms as am more beneficial to Landlord.

          (c) If Tenant  exercises  is First  Refusal  Right,  then  same  shall
automatically  cause  Tenant's  Cancellation  Option  (as  defined  below) to be
terminated and thereafter to be null and void.

          (d) The First Refusal  Rights  granted to Tenant herein am personal to
Xxxxxx and ma) lot be exercised or assigned voluntarily or involuntarily.  by or
to any person or entity other than the original Tenant. The First Refusal Rights
herein granted to Tenant am not assignable  separate and span from the Lease. In
the event that at the time any First Refusal  Rights am  exercisable  by Xxxxxx,
the Lease has been assigned,  or a sublease  exists as to twenty percent (20%) x
more of the Premises,  such First  Refusal  Rights of Tenant call be deemed null
and void and Tenant, any assignee, or any sublessee, shall not have the right to
exercise aid First Refusal Rights.

          (e) Tenant shall have to right to exercise its First  Refusal  Rights,
notwithstanding  my  provision  herein  to the  contrary,  (i)  during  the time
commencing  from the date Landlord  gives to Tenant a races of default under the
Lease and  continuing  until the  default  alleged in said  notice of default is
cured,  (ii) d-g the  period of time  commencing  on the date  after a  monetary
obligation to Landlord is due from Tenant and unpaid  (without any necessity for
notice thereof to Tenant) and  continuing  until the obligation is paid. of (ii:
in the event that  Landlord has given to Tenant three or more notices of default
during the twelve (12) month pond prior to the time that Tenant  exercises  such
First Refusal Rights.

               (1) The period of time within which any First Refusal  Rights mad
be exercised  shall not be extended or enlarged by reason of Tenant's  inability
to exercise such First Refusal Rights because of the provisions of  subparagraph
3(e).

               (2) All  rights of  Tenant  under the  provisions  of such  First
Refusal  Rights  shall   terminate  and  be  of  no  further  force  or  effect.
notwithstanding  Tenant's due and timely exercise of 51411 First Refusal Rights,
if,  after  such  exercise,  (i)  Tenant  fails to pay to  Landlord  a  monetary
obligation of Tenant for a period of ten (10) days after such obligation becomes
due (without any necessity for notice  thereof to Tenant),  (ii) Tenant fails to
cure a non-monetary default within thirty (30) days after the date that Landlord
gives notice to Tenant of such default,  or (iii) Landlord gives to Tenant three
or more  notices  of  default  for the same type of  default  during  the period
commencing  twelve (12) months prior to the exercise of the First Refusal Rights
and continuing  through the date of the  commencement  of the tern for the First
Refusal Space,  whether or not the defaults are cured.  If Tenant  exercises its
First  Refusal  Rights and  subsequently  such exercise is caused to be null and
void as provided  herein.  Tenant stall  reimburse  Landlord for all  reasonable
costs end expenses  incurred by Landlord in connection with Xxxxxx's exercise of
its  First  Refusal  Rights  (including,   without  limitation,   the  brokerage
commissions,  design  std  architectural  fees,  construction  eats,  repair and
renovation,  and any and all other costs and  expenses;  incurred by Landlord in
connection  therewith).  Under such circumstances,  this Lease shall continue in
full force and effect as to the remainder of late  Premises  excluding the First
Refusal Space.

     4. Cancellation Option.

          (a) landlord  hereby  grants  Tenant the right to cancel and terminate
the Lease (the  "Cancellation  Option')  on the terms and  conditions  contained
herein. Said Cancellation Option shall, if properly exercised as provided below,
be effective as of the last day of the 24th month of the Term of the Lease or at
the end of the 36th month of the Term of the Lease.  Tenant  shall  exorcise its
Cancellation Option, if at all, by delivering written notice of the cancellation
of this Lease (the  "Cancellation  Notice")  to  Landlord no later than 180 days
prior to the applicable  Cancellation  Due, whim  Cancellation  Notice shall net
forth  whether the tease is to be cancelled on the last day of the 24th month of
the Less Tam a the last day of the 36th  month of the Lease Term  (whichever  of
such dates is  specified  in the  Cancellation  Notice shall be deemed to be and
shall be referred to herein as the "Cancellation Date").

          (b) If Tenant  exercises its Cancellation  Option,  Tenant shall fully
perform all  obligations  of Tenant under the Lease  through and  including  the
Cancellation  Date (including,  without  limitation,  the payment of all Monthly
Base Rental and other  charges  under the Lease in addition to the  Cancellation
Consideration), and Tenant shall vacate and surrender possession of the Premises
to landlord in the condition  required by the Lease with respect to surrender of
the Premises upon  expiration of the Lease Term.  Tenant's  performance  of such
obligations shall be a condition subsequent to the effectiveness of the exercise
of the Cancellation Option.

          (c) As a condition precedent to the effectiveness of Xxxxxx's exercise
of its  Cancellation  Option.  Tenant shall deliver to Landlord the Cancellation
Consideration (defined below) concurrently with the deliver. of the Cancellation
Notice. The term 'Cancellation Consideration" shall mean:

               (i) If the Cancellation  Date :r the tan day of the 24th month of
the lease Tern, the aggregate of the following:

                    (1) A sum  equal to nine (9)  times  the  Monthly  Base Rent
which would be in effect on the Cancellation Date, plus

                    (2) The unamortized :amt incurred by Landlord for Landlord's
Construction Allowance (including any increases thereof as allowed :y the Lease,
but excluding the cost of the dropped ceiling.  T-bar,  lighting and HVAC), free
rent,  brokerage  commissions,  attorneys'  fees and  other  costs  incurred  by
Landlord in connection with the Lease; provide:. however, that in no event shall
the Cancellation:  Consideration  exceed 5381,971.00 if the Cancellation Date is
the last day of the 24th month of the Lease Tern  (subject to increase  pursuant
to Paragraph 5 of this Addendum).

               (ii) If the  Cancellation  Date is the last day of the 36th month
of the Lease Term, the aggregate of the following:

                    (1) A sum equal to six (6) times the Monthly Base Rent which
would be in effect on. the Cancellation Date, plus

                    (2) The unamortized cost incurred by Landlord for Landlord's
Construction Allowance (including any increases thereof as allowed by the Lease,
but excluding the cost of the dropped ceiling.  T-bar,  lighting and HVAC), free
rent,  brokerage  commissions,  attorneys'  fees and  other  costs  incurred  by
Landlord in connection with the Lease; provided, however, that in no event shall
the Cancellation  Consideration  exceed  5201,610.00 if the Cancellation Date is
:he last day of the 36th month of the Lease Term  (subject to increase  pursuant
to Paragraph 5 of this Addendum).

               (iii)  The  amount  of  the   unamortized   casts   described  in
subparagraphs (i) and (ii) above stall be determined by multiplying the total of
such costs  incurred by Landlord by a fraction,  the  numerator  of which is the
number of months from the Cancellation Date until the date the Term of the Lease
would :aye otherwise expired, but for said cancellation.  and the denominator of
which shall be sixty (60) months

               (iv)  Notwithstanding the forting, if, concurrently with Xxxxxx's
delivery of the Cancellation Notice to Landlord,  Tenant delivers to Landlord am
irrevocable letter of credit to secure payment of the Cancellation Consideration
to  Landlord  on the  Cancellation  Date,  which  letter  of credit is in a form
acceptable to Landlord issued by an institutional lender acceptable to Landlord,
in an amount equal to the Cancellation  Consideration  (the "Letter of Credit"),
with a term that  extends for at least  thirty (30) days after the  Cancellation
Date,  then Tenant's  obligation to deliver the  Cancellation  Consideration  to

Landlord concurrently with delivery of the Cancellation Notice shall be deferred
until the Cancellation Date. Hoes, in such event, the Cancellation Consideration
shall be delivered to Landlord on the Cancellation Date.

          (d) The  Cancellation  Option  granted to Tenant herein is personal to
Tenant and may no at exercised or assigned voluntarily or involuntarily, by a to
any person or entity  other than the original  Texas.  The  Cancellation  Option
herein granted to Tenant is not assignable separate and apart from the lease. In
ere event that at the time the Cancellation Option is exercisable by Tenant, the
Lease has been  assigned,  or a sublease  exists as to twenty  percent (20%a) or
more of the Promises, the Cancellation Option shall be denoted null and void and
Tenant,  any assignee,  or any sublessee,  shall slot have the right to exercise
said Cancellation Option.

          (e) Tenant  shall have no right to exercise the  Cancellation  Option,
notwithstanding  ay  provision  herein  to the  contrary,  (i)  during  the time
commencing  xxx the date Landlord gives to Tenant a notice of default tender the
Lease and  continuing  until the  default  alleged in said  notice of default is
cured,  (H) during the  period of time  commenting  on the date after a monetary
obligation to Landlord is due from Tenant and unpaid  (without any necessity for
notice thereof to Tenant) and  continuing  until the obligation is paid, or CHI)
am the even dun  Landlord  has given to Tenant  three or more notices of default
during the twelve (12) month period prior to the time that Tenant exercises such
Cancellation Option.

               (1) The period of time within which the Cancellation  Option -lay
x exercised shall not be extended or enlarged by reason of Tenant's inability to
exercise such  Cancellation  Option  because of the  provisions of  subparagraph
4(e).

               (2)  All  rights  of  Tenant   antler  the   provisions  of  such
Cancellation  Op=  shall  terminate  and  be  of no  further  force  or  effect,
notwithstanding Tenant's due and timely exercise of etch option, if, after' such
exercise,  (i) Tenant fails to pay to landlord a monetary  obligation  of Tenant
for a period of ten (10) days after such  obligation  becomes due  (without  any
necessity  for  notice  thereof  to  Tenant).   (ii)  Tenant  fails  to  cure  a
non-monetary default within fifteen (15) days after the date that Landlord gives
notice to Tenant of such  default,  or (iii)  Landlord  gives to Tenant three or
more  notices  of  default  for the  same  type of  default  during  the  period
commencing  twelve (12) months prior to the exercise of the Cancellation  Option
and  continuing  through the  effective  Cancellation  Date,  whether or not the
defaults are cured.

     5. Tenant  Improvement  Allowance.  As provided  in the  Construction  Work
Letter  attached is Exhibits '8' and "C" to the Lease,  Landlord's  Construction
Allowance  shall be $442,479.44  (based upon  construction  costs of $425,461.00
plus a  construction  fee to Landlord of 4o/a of such  costs)  pertaining  to no
Tenant  Improvements (which Tenant improvements shall not include the Landlord's
Work  as  defined  in  tie  Construe=   Work  Letter,   but  shall  include  the
architectural fees and costs of Xxxxx Xxxx Xxxxxxxx & Xxxx for the Project).  In
the event the actual  Construction Costs of the Tenant Improvements is less than
to  Landlord's  Construction  Allowance,  then the  shortfall  shall be a credit
against the first installments of Monthly Base Rent wising under the Lease until
such shortfall has bon exhausted. In the event the actual Construction Costs for
the Tenant  Improvements  exceeds the Landlord's  Construction  Allowance due to
Tenant's changes in the Tenant  Improvements from those depicted in the November
6,  1997  floor  plan of the  Premises,  then  such  excess,  up to  $104,290.00
(calculated  at $5.00 per usable  square  foot of the  Premises)  (the  "Overage
Allowance")  shall also be paid by Landlord as though same were  included in the
Landlord's  Construct  Allowance,  subject to the provisions below. In the event
Landlord  incurs any costs  which fall  within no  Overage  Allowance,  then the
Monthly Base Rent shall be increased  effective  as of the  commencement  of the
Term of the Lease by an amount equal to the  amortization  of the Overage Amount
at an interest rate of IC" 1 per annum over the initial sixty (60) month Term of
tile Lease.  In such event,  the  increases  in Monthly  Rent  effective  at the
beginning  of the 19th,  37th and 54th  months of the Lease  Term shall be based
upon tic already increased  Monthly Base Rent as a result of Landlord  incurring
the Overage Amount. If the SCU21 Construction  Costs of the Tenant  Improvements
exceeds the Landlord's  Construction  Allowance and the Overage Allowance,  then
the excess  Construction  Costs shall be  considered  the Tenant's  Construction
Costs  and  shall be paid by Tenant  to  Landlord  pursuant  to the terms of the
Construction Work Letter. (t is intended that are !Monthly Base Rental shall not
be increased by the  amortization  of the Overage  Amount if the increase in ere
Construction  Costs  is  simply  because   construction  costs  for  the  Tenant
Improvements shown on the November 6, 1997 floor plan were higher than expected.
If the  Monthly  Base Rent  increases  pursuant  to this  Paragraph  5, then the
maximum Cancellation  Consideration described at the end of Paragraph 4(c)(i) of
this  Addendum  shall be  increased  by the  amount  which is nine (9) times the
increase in Monthly Base Rent as a result thereof,  and the maximum Cancellation
Consideration  described a the end of Paragraph  4(c)(ii) of this Addendum Stall
be  increased  by the amount  which is six (6) times the increase m Monthly Base
Rent as a result thereof.

     6. Signage. Tenant shall have the right to include its sign on the monument
sign for Athens Center Lot 810 constructed by Landlord, subject to Tenant prying
any costs  associated  with such sign e established  by Landlord.  Tenant's sign
shall be subject to the prior written  approval of Landlord  (which shall not be
unreasonably  withheld)  and  shall  comply  with  any and all  laws  pertaining
thereto.

     7. Terms. The capitalized tam used in this Addendum that are defined in the
Lease  shall have the same  meaning as set forth in the Lave,  unless  expressly
redefined  herein.  In the event of a conflict  between the  provision:  of this
Addendum and those of the Lease.  the provisions of this Addendum shall control.
Except as set forth in this  Addendum,  the Lean shall  remain in full forge and
effect.

     IN WITNESS  WHEREOF,  the patties hereto have entered into this Addendum as
of the date fast hereinabove mentioned.

"LANDLORD"                              "TENANT"

STANFORD RANCH I, LLC, a                SPECTRIAN, Inc.
Delaware limited liability company      a Delaware Corporation

By: /s/ Xxxxx X. Xxxxxx                 By: /s/ Xxxxxxx X. Xxxxxxxxx
    ------------------------------          ------------------------------------
Name: Xxxxx X. Xxxxxx                   Name: Xxxxxxx X. Xxxxxxxxx
Title: President                        Title: Chief Operating Officer

                            FIRST AMENDMENT TO LEASE

     THIS FIRST AMENDMENT To LEASE (the  "Amendment"),  dated as of February 19,
1998, is entered into lay and between  Stanford Ranch I, LLC, a Delaware limited
liability company ("Landlord") latdiord1, and Spectrian Corporation.  a Delaware
corporation ("Tenant"),  and is made with reference cc to the following recitals
of fact

                                    RECITALS

     A. Landlord end Tenant  entered Into wet certain  lease dated  December 19,
1997 (the "Lease"), !or certain office apace commonly ft" as Suite 500 (referred
to in the Lease as the  "Premises"  and  referred  to  hereto  as the  "Original
Premises") in a building (the "Building") containing approximately <0,000 square
feet to be constructed within Atherton Tech Center, Let 10. Rocklin,  California
95785 (the  "Project").  The lease  Includes  the Flit  Addendum  to Lease dated
December 19, 1997 (the 'Flat Addendum').

     X. Xxxxxx agrees to lean from Landlord additional space within the Building
and  otherwise  modify  the lease on all of the terms and  conditions  set forth
herein.

                                   AGREEMENT

     NOW.  THEREFORE,  n consideration of the mutual covenants  contained herein
and for other valuable  consideration.  the receipt and  sufficiency of which is
hereby acknowledged, the parties hereto do hereby apse as follows:

     1. Lease of Additional Space

          (a)  Additional  Space.  As of the Term  Commencement  Date,  Landlord
hereby leases to Tenant,  and Tenant hereby leases from  Landlord,  that certain
space n the Building  depicted on the Amended  Exhibit 'A'  attached  hereto and
incorporated  herein by this  reference  (ft  *Additional  Space,  on ail of the
terms,  provisions  and conditions of the Lease as modified  hereby.  The Minded
Exhibit "A" also depicts Me Original Premises, and the Amended Exhibit "A' shall
supersede and replace  Exhibit:  'A' attached to the Lease. The Additional Space
contains  approximately  19,142 square feet, and such  Additional  Space and the
Original  Premises  together  constitute  the  entire  Building.  As d the  Term
Commencement  Date, the term "Premises." as used in the Lease and this Amendment
shall be modified to mean the Original Premises and the Additional Space.

          (b) Teen for Additional  Space.  The Term of the Lease with respect to
the  Additional  Space shall  commence on the date on which the  conditions  act
forth in Section 29 of the Lease have been  satisfied  as they relate to the Add
:tonal Space.  The parties hereto  anticipate that the Tam of the Lease relating
to the Additional Space will occur on the Term  Commencement  Date. As such, the
provisions  of  this  Amendment  pertaining  to  the  Additional  Space  reflect
commencement of obligations  thereto  occurring on the Term  Commencement  Date.
However,   if  the  Tenant   improvements  (or  the  Additional  Space  are  not
substantially  completed by the Term  Commencement  Date, then,  notwithstanding
anything  contained herein to the contrary,  the Term of the Lease as t xxxxx to
the Additional  Space shall commence upon  substantial  completion of the Tenant
Improvements  for the  Additional  Space and  delivery  to Tenant of a copy of a
temporary or permanent  occupancy  permit for the  Additional  Space  (sometimes
referred  to herein  as the  "Additional  Space  Commencement  Date").  The term
'Tenant  Improvements  for the  Additional  Space'  shall mean the  improvements
depicted on the Schematic  Drawing prepared by  Xxxxx/Xxxx/Xxxxxxxx/Dong.  dated
February 12, 1398, a copy of which is attached hereto as the Amended Exhibit 'A'
(sometimes  also referred to herein as the 'Schematic  Drawing").  The Lease (or
the entire Premises (i.e., the Original  Premises and the Additions Space) shall
be  coterminous,  such that the Term of the Lease with respect to the Additional
Space shall end on the  expiration  or earlier  termination  of the Term of tree
Lease wow respect to the Original Premises. as it may be extended x renewed.

          (c) Base Rent for Additional Space As of the Term  Commencement  Date,
the Base Rent for the Additional Space shall be as follows

               (i) he ease  Rent for the first two (2)  months  -after  the Term
Commencement Date shall be fully abated.  For the period following the first two
(2) Months of the abated  Base Rent  through  the next v months of the Term (the
day after the last day of the lest of such  months is  referred to herein as the
'Additional Space Base Rent Increase Date,  subject to the provisions of Section
1(c)(iii) below, Base Rent for the Additional Space shall be $8,613.90 per month
($0.45  per square  foot of the  Additional  Space per month) (it is  understood
that,  if  the  Additional  Space   Commencement  Date  occurs  after  the  Term
Commencement  Date, the first two months after the Additional Space Commencement
Date shall be free of Base Rent for the Additional Space):

               (ii) From the  Additional  Space Base Rent  Increase Oats through
the end of to Tern,  Base Rent for the Additional  space shall be $16,270.70 per
month  (0.86 per square  foot and the  Additional  space per  month)  (sometimes
referred b herein as the Increased Bass Red for ft Additional sate:

               (iii) The  Additional  Space  Base Rent  Increase  Date  shall be
lengthened or shortened to the extant the Construction  Costs for the Additional
Space are less or greater, respectively, than Landlord's Additional Construction
Allowance (as defined in Section 1(g) below):

               (iv) Base Rent for the  Additional  Space (i.e.  the initial Base
Rent and the increased Base Rent for the Additional  Space) anal be added to the
Base Rent for the Original Premises; (as the Base Rent for the Original Premises
may be Increased to the extent the Tenant Improvement  Allowance 's greater than
the Fixed Allowance,  as provided in Section 6 of the First  Addendum),  and the
combined Base Rent for the Additional  Space and the Original  Premises shall be
the Race Rent for the entire Premises under the Law;

               (v) The  combined  Base  Rant for the  entire  Premises  shall be
increased  on the  19111,  37th and 64th  months  of the Team of the  lease  (as
calculated  from the Term  Commencement  Data) by three and one-half  percent (3
1/2%) of the then existing  combined  Base Rent (as it may have been  previously
increased). If the Increased Base Rent for the Additional Space Is not effective
on the in month of the Tent  pert the  Increased  Base  Rent for the  Additional
Space shah be deemed to be effective for purpose of calculating  the Increase in
Base Rent for the 19th month of the Term if the  Additional  Space  Commencement
Date cram more than sixty (60) days after the Term  Commencement  Data, That the
three and  one-half  percent (3 1/2%)  Increases  h One Rent for the  Additional
Space  shall be delayed by the number of days  following  the Term  Commencement
Oats until the Additional Space  Commencement Oath however,  this xxxxx xxxx not
affect the  occurrence of the three and one-half  percent (3 1/2%)  increases in
Base Rent for the Original Premises as described above.

          (d) Tenant's  Proportionate 8h an. As of the Tens  Commencement  Date,
Ten Tenant's  Proportionate Share, as set forth h the Basic Lease Information of
the Lease,  shall be Increased to 100%, circa, as of the Tam Commencement  Date.
Tenant shag be leasing the entire Building.

          (e) Parking Density.  As of the Term Commencement  Date, the number of
parking  spaces  available  for use by Tenant shall be modified to be ell of the
parking spaces located on the Project

          (f) Tenant Improvements for Additional Specs. Landlord shall alter and
improve the  Additional  Space with the Tenant  Improvements  as depicted in the
Schematic  Drawing and in accordance  with the terms and conditions of the Lease
(including,  without limitation,  all attachments thereto);  provided,  however,
that for  purposes of  determining  the scope of the portico'  obligations  with
respell to the Tenant Improvements for the Additional Space, the following shall
apply:

               (i)  Landlord   shall  act   reasonably  and  diligently  in  the
commencement  end  substantial  completion  of the Tenant  Improvements  for the
Additional  Space,  and  Tenant  shall act  reasonably  and  cooperatively  with
Landlord to enable the substantial completion of the Tenant Improvements for the
Additional Space to occur at the earliest date  practicable.  The first sentence
of Section  2.2 of the Work Letter  attached as Exhibit 'B' to the Lease  (i.e.,
the Commencement Date shall occur by June t, 1998) shall,  subject to Section 35
of the Lease, be applicable to the Tenant Improvements for the Original Premises
end the Additional Space. In no event, subject to Section 35 of the Lease, shall
the Additional Space Commencement Date occur later than December 31, 1998.

               (ii)  The  following   provisions  of  the  Lease  chef)  not  be
applicable to the  construction  of the Tenant  Improvements  for the Additional
Space:  (i) the fast sentence of Section 1 of the Work Letter and (ii) Section 5
of the First Addendum.

               (iii) References m the Lease (including,  without limitation, the
Work Letter) to the Tenant  Improvements  shay mean the Tenant  Improvements for
the Additional  Space,  and references to the  Commencement  Date shall mean the
Term Commencement Date.

If  Tenant  wishes  to make  any  changes  to the  Tenant  Improvements  for the
Additional Space from those depicted on the Schematic Drawing,  and such changes
are approved In writing by Land= (Landlord's  approval shall not be unreasonably
withheld,  except that  Landlord's  approval may be withheld in Landlord's  sole
discretion as to any changes which materially diminish the construction costs of
the Tenant  Improvements  for the  Additional  Space below  $17.00 co per square
foot), then Tenant shall bear the ensue tort of cur, changes (inducting, without
limitation,  all  architectural  fees and  costs,  permit  fees end cost and all
additional  costs to  construct  and  install  the Tenant  Improvements  for the
Additional Space (including the 4% construction fee to Landlord) related to such
changes),  and the date of substantial completion of the Tenant Improvements for
the  Additional  Space  shall be deemed to have  occurred on the date same would
have  occurred  but for such  changes.  The costs of such changes that are to be
home by  Tenant  shall be paid by  shortening  the  Additional  Space  Base Rent
Increase Date as described in Section 1(g) below.

          (g) Payment of Construction Costs.  Landlord's  construction allowance
for the Tenant  Improvements  for the Additional  space shall be $339,210.00 too
(super square foot of the Additional Space) ("Landlord's Additional Construction
Allowance)   Tenant   Improvements   for  the  Additional  Space  (which  Tenant
Improvements  shag rot Include the Landlord's Warts  (Landlord's wont shall be a
worst for the  building  that is not Tenant  improvements,  whether  such Tenant
Improvements are to ft Original Pa the Additional  Space],  but shall include ft
architectural fees and acts of Xxxxx/Xxxx/Xxxxxxxx/Xxxx  for the Project). It is
Intended  that the monthly  Base Rent shad rat be  increased ( the Increase in t
construction   costs  Is  simply  bemuse   construction  coats  for  the  Tenant
Improvements for the Additional  Space were higher than expected,  and f monthly
Base Rent shag not be decreased if there is a decease in the construction  costs
aft* because  construction costs for the Tenant  Improvements for the Additional
Space were lower titan expected.  In the event the actual  construction costs of
the  Tenant  Improvements  for the  Additional  Spew  exceeds  or is  less  than
Landlord's Additional  Construction  Allowance solely due to Tenant changes h ft
Tenant  Improvement  for the  Additional  Space,  Landlord shall pay such actual
construction cuts; provided,  however,  that there shall be an adjustment in the
occurrence of the  Additional  Space Base Rent increase Date (either to lengthen
or  shortest  the time  period  before  which  the  Increased  Base Rent for the
Additional Space becomes effective and payable) as follows:

               (i) If the actual  Construction Costs for the Tenant Improvements
for the Additional  Space are greater titan Landlord's  Additional  Construction
Allowance due solely to Tenant's changes, then the amount of such excess shag be
paid try  Tenant to  Landlord  in the form of a  shortening  of the time  period
before which the Additional Space Base Rent Increase Date oars. For example,  If
such excess Is  $30,000.00,  then the  Additional  Space Base Rent Increase Date
shag occur sooner by four (4) months (and the $627.20 remainder shall be paid by
Tenant to Landlord as additional Base Rent for the Additional Space in the month
preceding the Additional Space Base Rent Increase Dot:).

               (ii)  Alternatively,  if the  actual  Construction  Costs fix the
Tenant Improvements for the Additional Space ass less than Landlord's Additional
Construction  Allowance due solely to Tenant's changes, then the shortfall shall
be recaptured  by Tenant in tile form of a lengthening  of the time period betas
which the Additional Space Base Rent Increase Xxxx occurs, For example,  If tile
shortfall is $30,000.00,  then the Additional Space Base Rent Increase Date shad
occur  low by four (4)  months  (and  the  $627.20  remainder  shall be a credit
against  the  Base  Rent for the  Additional  Space  in the  month in which  the
Additional Space Base Rent Increase Date occurs).

               (iii) Notwithstanding  anything to the contrary contained in this
Section t (g), N as a result of Tenant  changes in the Tenant  Improvements  for
the Additional Space, the construction costs for the Tenant Improvements for the
Additional  Space exceed  $406,001.82  ($21.21 per square foot of the Additional
Space),  then Tenant shall pay the excess costs to Landlord within ten (10) days
air written request therefore from Landlord. and in arty event prior to the date
Landlord Incurs such costs.

          (h) Evidence of insurance  Coverage.  On the Term  Commencement  Date.
Tenant shag cause the  insurance  which  Tenant is obligated to obtain under the
Lease to be  revised  such  that R shall  also be  applicable  to and  cover the
Original  Premises  and  the  Additional  Space,  and  Tenant  shall  deliver  a
Certificate of Insurance therefore to Landlord on the Term Commencement Date.

     2. Exercise of Right of First Refusal. The execution of this Amendment shag
be  considered  as Xxxxxx's  exercise of its First  Refusal  Right  contained in
Paragraph  3 of the First  Addendum.  Therefore,  said  Paragraph 3 of the First
Addendum is hereby  deleted in its entirety  and shall have no further  force or
effect.  Furthermore,  as a result of the exercise by Tenant of its post Refusal
Right, same automatically  terminated Tenant's Cancellation Option, and as such,
Paragraph 4 of the First  Addendum is also hereby  deleted in its  entirety  and
shah have no further force or effect

     3. Tenant Estoppel  Statement.  Tenant hereby certifies and agrees that the
Lease is in full force and effect.  Landlord is not  currently in default  under
the Lease, and, to the best of Tenant's knowledge,  no event has occurred which,
with the  giving of notice or the  passage  of time,  or both  would  ripen into
Landlord's default under the Lease.  Tenant further  acknowledges that the Lease
has rot teen modified or amended in-any way prior to the date of this Amendment.

     4. Defined  Terms;  Captions.  All terms in this  Amendment  not  otherwise
define:  herein shall have the same definitions as are provided therefore in the
Lease. The captions use: In this Amendment are for convenience of reference only
and shall have no effect upon the interpretation of thus Amendment.

     5. Authorization to Sight. Landlord and Tenant hereby warrant and represent
to each other that the  persons  signing the Lease and this  Amendment  have the
authority to sign such documents on behalf of such party and that such documents
art binding  upon such party in  accordance  wit their  terms.  Upon  request by
either party hereto,  the other parry shall provide  reasonable  evidence of the
authority of the signatories on its behalf to the Lease and this Amendment.

     6. Ratification of Lease.  Except as expressly amended and modified herein.
the lease  shat  remain h full  force and  effect  and,  as hereby  amended,  Is
ratified and confirmed by the panties hereto. !n the event of a conflict between
the provisions of this  Amendment and thane of the lease,  the provision of this
Amendment shall control,

     7.  Brokers.  The  provisions of Paragraph 36 of the lease dealing with the
brokerage commission payable to Xxxxxx 6 Xxxxx Commercial and the representation
warranty and indemnity by Tenant  contained  therein shall also be applicable to
the lease of the Additional Space.

     IN WITNESS  WHEREOF.  the parties hereto have executed this Amendment as of
the date first set forth above.

"LANDLORD"                              "TENANT"

STANFORD RANCH I, LLC,                  SPECTRIAN, Inc.
a Delaware limited liability company    a Delaware Corporation

By: /s/ Xxxxx X. Xxxxxx                 By: /s/ Xxxxxxx X. Xxxxxxxxx
    ------------------------------          ------------------------------------
Name: Xxxxx X. Xxxxxx                   Name: Xxxxxxx X. Xxxxxxxxx
Title: President                        Title: Chief Operating Officer

                              AMENDED EXHIBIT "A"

        SCHEMATIC DRAWING SHOWING ORIGINAL PREMISES AND ADDITIONAL SPACE

                                [TO BE ATTACHED)

                                   SITE PLAN

                                   [GRAPHIC]

                           STANFORD RANCH DEVELOPMENT

                                   EXHIBIT B

1.   One stained ceiling tile at Double Doors

2.   Plastic wrap or taps is Supply Air Diffuser

3.   Two drywall crack at Office and Lunchroom

4.   One toilet tank leaking in Men's Restroom

5.   Install Women's Bathroom sign

6.   Rolling Door-Requites seal or removal

7.   Sprinkler Head leaking

8.   Three water stained ceiling tiles

9.   One light (2x4) out at end of building

10.  Xxxxxx discolored light: (lenses, tube: or ballast)

11.  Outside door not closing properly (near three stained tile:)

12.  Electrical Room - Drywall crack above door

13.  Electrical Room - Fine tape outside corner

14.  Install Escutcheon at Exit Sigh by restrooms

15.  Drywall cracks in back room a Receiving

16.  Exterior Dears sticking at T.I. Suite and exterior side

                                   EXHIBIT C