LEASE

 

                                                                   EXHIBIT 10.15

                                    FORM OF
                                     LEASE

     This Lease, dated for reference purposes only as of May 1, 1994 is 
entered into by and between CHARCOT CENTER JOINT VENTURE, a California 
general partnership ("Landlord"), and ROCKSHOX, INC., a California 
corporation ("Tenant").  In consideration of the rents and covenants stated 
below, Landlord leases to Tenant and Tenant lease from Landlord the Premises 
described below upon the following terms and conditions:

1.1  FUNDAMENTAL LEASE PROVISIONS:

     A.  Demised Premises:  Landlord leases to Tenant the premises located at 
and commonly known as 401 Charcot Avenue, San Jose, California  95131 (the 
"Premises").

     B.  Term:  The term of the Lease is sixty-two (62) months, beginning 
July 1, 1994 (the "Commencement Date") and ending August 31, 1999 (the 
"Expiration Date").

     C.  Minimum Monthly Rent:

         (i) Initial Minimum Monthly Rent:  The minimum monthly rent payable 
for each of the first fourteen (14) months of the Lease term shall be Twenty 
Seven Thousand Eight Hundred Five and 00/100 Dollars ($27,805.00).  The 
minimum monthly rent shall be increased pursuant to the provisions of either 
subparagraph C(ii) or subparagraph C(iii) below.

         (ii) Fixed Minimum Monthly Rent Increases:  The initial minimum 
monthly rent shall be increased to the amount(s) stated below and shall be 
payable for each of the months during the periods stated below:

MINIMUM MONTHLY RENT                          PERIOD
    $28,917.20              Months 15 through 26 (09/01/95 - 08/31/96)
    $30,029.40              Months 27 through 38 (09/01/96 - 08/31/97)
    $31,141.60              Months 39 through 50 (09/01/97 - 08/31/98)
    $32,253.80              Months 51 through 62 (09/01/98 - 08/31/99)

         (iii)  Adjustments to Minimum Monthly Rent Based on CPI Increases: 
(Omitted).

     D.  Additional Rent:  Tenant shall also pay to Landlord the costs of all 
taxes and insurance as additional rent for the use and occupancy of the 
Premises as provided in Paragraph 4.2.

     E.  Prepaid Rent:  Tenant shall pay Landlord Twenty Seven Thousand Eight 
Hundred Five and 00/100 Dollars ($27,805.00) at the same time Tenant executes 
and delivers this Lease to 

Landlord as prepaid rent which shall be applied by Landlord to the payment of 
rent as it becomes due under this Lease.

     F.  Security Deposit:  Tenant shall deposit Thirty Two Thousand Two 
Hundred Fifty Three and 00/100 Dollars ($32,253.80) at the same time Tenant 
executes and delivers this Lease to Landlord as security (the "security 
deposit") subject to the provisions of Paragraph 7.1.

     G.  Use:  Tenant shall use and occupy the Premises only for the 
following specifically stated purpose:  Light manufacturing and assembly of 
bicycle parts and associated research and development, design work, and 
general office purposes.

     H.  Address for Notices:  Landlord's address for notice is CHARCOT 
CENTER JOINT VENTURE, c/o Transamerica Real Estate Management Co., 600 
Montgomery Street, 4th Floor, San Francisco, CA  94111.  Tenant's address for 
notice is ROCKSHOX, INC., 401 Charcot Avenue, San Jose, CA  95131.

     I.  Tenant's Public Liability Insurance:  Tenant shall obtain and 
maintain at all times during the term hereof a combination of comprehensive 
public liability insurance and excess liability insurance providing a 
coverage in total of at least Three Million Dollars ($3,000,000) per 
occurrence.

     J.  N/A

     K.  Broker:  The following person(s) have performed services for Tenant 
or Landlord in connection with this Lease and no other persons shall have any 
claim for any compensation in connection herewith:  J.R. Parrish, Inc. - 
Colliers International; Transamerica Real Estate Management Co., California 
Real Estate Brokers License #_____________________.

2.1  THE PREMISES:  The Premises described in Paragraph 1.1, subparagraph A 
consists of a free-standing building and the surrounding parking area. 
Improvements and sidewalks located within the property outlined and shown or 
otherwise described on the attached EXHIBIT A.

3.1  TERM:

     A.  Delivery of Possession Delayed:  If Landlord is unable to deliver 
possession of the Premises to Tenant on the Commencement Date specified in 
Paragraph 1.1, subparagraph B, Landlord shall not be liable for any damages 
resulting from such delayed possession and this Lease shall not become void 
or voidable because of such event except as provided below.  If delivery of 
possession of the Premises is delayed beyond the Commencement Date stated 
above, the term of the Lease will begin on the date landlord tenders 
possession of the Premises to Tenant and the Expiration Date specified in 
Paragraph 1.1, subparagraph B shall be extended to the last day of the 
calendar month being the number of full calendar months subsequent to the 
delayed commencement date equal to the number of months specified in 
Paragraph 1.1, subparagraph B.  Any such delayed Commencement Date shall be 
stated in writing which must be signed by both parties and which written 
statement shall constitute an amendment to this Lease.  If Landlord is unable 
to tender possession of the Premises to Tenant within four (4) months after 
the Commencement Date stated above, then Tenant shall have the right to 
terminate this Lease without liability to Landlord. Such right must be 
exercised upon at least fifteen (15) days prior written notice to Landlord 
and the Lease

shall be deemed terminated effective on the 15th day following delivery of 
such notice unless Landlord tenders possession of the Premises to Tenant 
during such interim period in which case the notice shall be deemed null and 
void.  The four-month period stated above shall be extended by the number of 
days of delay caused by or attributable to Tenant or resulting from a cause 
force majeure of the type specified in Paragraph 27.1, subparagraph D of this 
Lease.

     B.  See Article 28.1 of Addendum.

4.1  RENT:  Tenant shall pay as rent for the use and occupancy of the 
Premises the sums stated below and stated in Paragraph 1.1, subparagraph C 
and subparagraph D at the times and in the manner specified below.

     A.  Rent Defined:  The term "rent" shall mean any sum required to be 
paid by Tenant to Landlord under this Lease including, without limitation, 
the specified minimum monthly rent, adjustments to rent, fixed rent 
increases, impounds or reimbursements to Landlord relating to taxes, 
insurance and/or common area maintenance costs, if any, attorneys' fees, 
interest on any past due amounts, late fees (regardless of how such sums are 
designated) and any sums due to Landlord pursuant to Paragraph 16.1, 
subparagraph D hereof.

     B.  Time for Payment:  Unless the time for payment is otherwise 
specified, all sums required to be paid by Tenant under this Lease shall be 
paid to Landlord, free of all claims, demands and set-offs of any kind 
whatsoever, in advance on the first day of each calendar month at the address 
specified in Paragraph 1.1, subparagraph H of this Lease.  The requirement to 
pay rent at such times shall NOT be conditioned upon the tender of a 
statement to Tenant for any fixed or adjusted amounts previously specified by 
Landlord.

     C.  Proration of Rental Amounts for Partial Months:  If the Commencement 
Date of the term of the Lease occurs on a day other than the first day of the 
month, then the minimum monthly rent and/or any impounds or other regular 
monthly payments for the first partial month of the Lease term shall be 
prorated on the basis of a thirty-day month.  If the term of the Lease ends 
on a date other than he last day of the month, then the rent for such month 
shall be prorated on the basis of a thirty-day month.

     D.  CPI Defined: (Omitted).

4.2  PAYMENT OF TAXES AND INSURANCE COSTS AS ADDITIONAL RENT:  Tenant shall 
pay the costs of taxes and insurance to Landlord as additional rent for the 
use and occupancy of the Premises at the times, to the extent and in the 
manner specified below:

     A.  Tenant to Pay All Taxes and Insurance Costs:  Tenant shall reimburse 
Landlord all taxes and insurance costs for the Premises in the manner and at 
the times stated below.  The terms "taxes" and "insurance costs" are defined 
in Paragraph 4.2, subparagraph B below.  Landlord shall obtain the insurance 
coverages of the types stated in Paragraph 4.2, subparagraph B below.

     B.  Taxes and Insurance Costs Defined:

          (i)  Taxes:  "Taxes" shall mean any form of tax, assessment, 
excise, license fee, business tax, rental tax, improvement bond, levy, lien, 
charge or penalty (whether general, special, ordinary or 

extraordinary, foreseen or unforeseen) imposed or assessed by any authority 
having the direct or indirect power to tax (including any city, county, state 
or federal government, or any school, agricultural, lighting, drainage, 
sewage, irrigation or other improvement or other special district) against or 
in respect of or which may be or become a lien or charge upon (a) any legal 
or equitable interest of Landlord in the Premises or in the real property of 
which the Premises is a part, or (b) Landlord's right to or receipt of rent 
or other income from the Premises or by Landlord's business of leasing the 
Premises.  "Taxes" shall also mean any tax imposed in substitution, partially 
or totally, of or for any tax previously included in the definition of taxes 
stated in the first sentence of this subparagraph B(i). "Taxes" shall also 
mean any tax imposed for any service or right which was not chareged to 
property owners prior to July 1, 1978 or, if previously charged , for any 
increase for such service occurring since July 1, 1978.  Taxes shall also 
mean any tax imposed or added to real property taxes as a result of 
reassessment upon a transfer or lease of all or part of Landlord's interest 
in the Premises or the real property of which the Premises is a part.  
Landlord and Tenant intend that all taxes of any kind or character relating 
to or concerning the Premises or any part thereof, including, without 
limitation, a reassessment of the value thereof, shall be included within the 
term "taxes."  "Taxes" shall not include Landlord's personal income, 
franchise, inheritance or estate taxes.

     (ii)  Insurance Costs:  Landlord shall obtain and/or maintain all of the 
insurance coverage of the types described as Landlord's Property Insurance, 
Landlord's Rent Insurance and Landlord's Liability Insurance.  "Insurance 
costs" shall mean all costs incurred by Landlord for policies of insurance, 
brokerage fees, loss control costs and self-insured losses covering the 
following:

          (a)  the real property of which the Premises is a part, in an 
amount not less than 100% of the replacement value of the building and other 
improvements located within such real property, as such replacement value may 
increase from time to time, providing protection against any peril generally 
included within the designation "all risk" (which may include earthquake and 
flood insurance among other things) and coverage for vandalism and malicious 
mischief (all of the types of coverage listed in this subparagraph B(ii)(a) 
being referred to in this Lease as "Landlord's Property Insurance");

          (b)  the rents payable under this Lease (such coverage being 
referred to in this Lease as "Landlord's Rent Insurance); and

          (c)  any general liability coverage, premises liability coverage or 
other type of insurance relating to claims arising under negligence, 
intentional tort, or strict liability theories brought by any party in 
connection with the Premises or any condition or use thereof (all of the 
types of coverages listed in this subparagraph B(ii)(c) being referred to in 
this Lease as Landlord's Liability Insurance).

     C.  Rental Business Tax:  Tenant shall reimburse Landlord for any tax or 
charge imposed upon Landlord by the State of California or any political 
subdivision of the State, commonly known as "rental business tax," "head 
tax," "occupancy tax" or "gross receipts tax," all of which are collectively 
referred to as the "Rental Business Tax" in this Lease, provided that Tenant 
shall only pay the amount of such business tax that would be payable by the 
Landlord if the Premises was the only property of the Landlord.  For purposes 
of this Lease only, the calculation of any such business 

tax shall include only those payments from Tenant under this Lease upon which 
the taxing statute or ordinance then in effect assesses such business tax.

     D.  Time for Payment.  On the first day of each calendar month during 
the Lease term, Tenant shall pay, to the extent stated in Paragraph 4.2, 
subparagraph A. an amount equal to 1/12th of the estimated taxes and 
Insurance costs and Rental Business Tax for the Premises for the current tax 
year and policy year, as the case may be.  The monthly estimated taxes and 
Insurance costs and Rental Business Tax shall not be less than 1/12th of the 
actual taxes and Insurance and Rental Business Tax for the Premises for the 
preceding tax year in the case of taxes or the preceding policy year in the 
case of Insurance.  Annually and following Landlord's receipt of the 
applicable tax bill, Landlord shall notify Tenant if any additional amount is 
owing and Tenant shall pay Landlord such additional amount within fifteen 
(15) days thereafter.  If Tenant's monthly tax payments exceed the actual 
taxes for the period covered by the actual tax bill, such excess shall be 
credited against the next monthly Installment of rent and add additional rent 
and charges due.  If Tenant's monthly payments in reimbursement for insurance 
costs as defined above are less than or exceed the insurance costs determined 
in the manner stated above for any policy year, then after the actual costs for 
such policy year become known Landlord shall notify Tenant of such fact in 
writing and Tenant shall pay any deficency to Landlord on the later date of 
fifteen (15) days following delivery of such notice or the first day of the 
next calendar month or Landlord shall credit any excess paid by Tenant 
againgst the next monthly installment of rent or charges due, as the case may 
be.  If the Lease expires or terminates prior to the date that the actual 
taxes, Rental Business Tax and insurance costs determined in the manner 
stated above are determined, Landlord shall as soon as is practicable after 
such items are determined notify Tenant in writing of any adjustment and any 
additional amount by Tenant or refunded by Landlord shall be paid within 
fifteen (15) days after receipt of such notice.

5.1  UTILITIES AND SERVICES:  Tenant shall make all arrangements for and pay 
for all utilities and services furnished to or used by it at the Premises, 
including, without limitation, gas, electricity, water, telephone service, 
sewage service, pest control, cleaning, trash collection and for all 
connection charges, initial deposits or other fees therefor.  Landlord shall 
not be liable in damages or otherwise for any failure or interruption of any 
utility services and Tenant shall not be entitled to terminate this Lease or 
abate any portion of the rent due under the Lease as a result of such failure 
or interruption, unless such failure or interruption is the result of 
landlord's negligence or intentional misconduct, in which case Tenant shall 
be entitled to a pro-rata abatement of rent only.

6.1  REPAIR AND MAINTENANCE:  See Article 29.1 of the Addendum.

6.2  CONDITION OF THE PREMISES:

     A.  At Commencement Date or on Early Possession:  Tenant acknowledges 
that neither Landlord nor its agents have made any promise to alter, remodel 
or improve the Premises or the building or any other improvement thereon, 
except as expressly provided in a written rider, addendum or amendment to 
this Lease.  Tenant acknowledges neither Landlord nor its agents have made 
any representation or warranty with respect to the condition of the Premises 
or the building or any other improvement thereon.  Tenant's taking possession 
of the Premises shall conclusively establish that the Premises and the 
building and other improvements located thereon were, at such time, taken by 
Tenant "as is", subject to a punchlist of items of which Tenant disapproves, 
such 

punchlist to be submitted to Landlord on or before the date that is ninety 
(90) days following the date Tenant takes possession, and Tenant hereby 
waives any claims which may hereafter arise against Landlord resulting from 
the condition of the Premises or any improvement thereon.

     B.  Removal of Personal Property and Trade Fixtures at Expiration or 
Termination:  Any personal property of Tenant may be sold, encumbered, 
replaced or removed from the premises at any time by Tenant provided, 
however, that upon expiration or earlier termination of this Lease, Tenant 
agrees to remove any such property from the Premises if so directed by 
Landlord, and provided further that Tenant shall repair any and all damage to 
the Premises or building resulting from the removal of any of Tenant's 
property after expiration or termination of the Lease.

     C.  At Expiration or on Termination of the Lease:  Upon the expiration 
or other termination of this Lease, Tenant shall surrender the Premises to 
landlord broom clean in a good state of repair and in the same configuration 
and at least as good condition as when received, subject to the provisions of 
paragraphs 6.1, 6.2 and 10.1 of this Lease, and Tenant shall remove all its 
property as directed by Landlord.  Any and all alterations, improvements, 
changes or repairs to the Premises and all electrical, plumbing, sewage, and 
other mechanical systems on or in the Premises or the building and other 
improvements forming a part thereof, exclusive of Tenant's trade fixtures, 
shall be surrendered with the Premises upon termination of this Lease in good 
and working order, reasonable wear and tear excepted.  Any property left on 
or in the Premises upon expiration or other termination of this Lease may, at 
Landlord's option, either be deemed abandoned and, at Landlord's option, be 
disposed of or be placed in storage in a public warehouse in the name of, for 
the account of and at the sole expense and risk of Tenant, but Tenant shall 
remain liable to Landlord for any and all damages to the Premises caused by 
removal of Tenant's property and for any or all costs and expenses paid or 
incurred by Landlord in connection with the foregoing.  Tenant hereby agrees 
to release, indemnify, hold harmless, protect and defend Landlord from any 
and all loss, cost, damage and expense, including attorneys' fees arising 
out of any damage to or loss of any property left by Tenant upon the Premises 
upon the expiration or other termination of this Lease and with respect to 
any and all claims and liability relating to such property.

7.1  SECURITY DEPOSIT:  Landlord shall hold the security deposit described in 
Paragraph 1.1, subparagraph F as security for Tenant's performance of its 
respective obligations, covenants and conditions under this Lease.  If Tenant 
defaults in the performance of its obligations, covenants and conditions 
under the Lease, Landlord may use the security deposit, or any portion of it, 
to cure the default or to compensate Landlord for all damage sustained by 
Landlord resulting from Tenant's default.  If any portion of the security 
deposit is so used, Tenant shall deposit cash with Landlord in an amount 
sufficient to restore the security deposit to the full amount stated above, 
as previously adjusted, within five (5) days after Landlord has demanded such 
replenishment.  If Tenant is not in default at the expiration or termination 
of this Lease, Landlord shall return the security deposit to Tenant within 
thirty (30) days after expiration or termination of this Lease subject to the 
conditions that Tenant has surrendered possession or right ot occupy the 
Premises and Tenant has performed all of its obligations under this Lease.  
Landlord will commingle the security deposit with Landlord's general and 
other funds and shall not be required to pay interest on the security 
deposit.  No trust relationship is created herein between Landlord and Tenant 
with respect to the security deposit.  The use of the security deposit by 
Landlord in the manner stated above shall not limit or restrict Landlord from
exercising any other rights or remedies provided to Landlord under this Lease 
or under law or equity  

if Tenant defaults.  If Landlord sells or otherwise transfers the Premises or 
any interest in this Lease, Landlord may assign the security deposit to the 
purchaser or other transferee thereof and Landlord shall no longer be liable 
to Tenant and Tenant shall look solely to such purchaser or other transferee 
for the return of the security deposit.  Tenant shall not assign or encumber 
its contingent rights to the return of the security deposit.

8.1  USE:  Tenant shall not use or permit the Premises to be used or any 
other purpose than that stated in Paragraph 1.1, subparagraph G without the 
prior written consent of the Landlord.  Tenant expressly acknowledges that 
Landlord or its agents have not made any representations as to the 
suitability of the Premises to the stated use, and any related zoning or 
other laws, ordinances, regulations and directives or any applicable 
covenants, conditions and restrictions affecting the Premises which may limit 
or restrict the stated use.  Tenant shall not commit, or permit to be 
committed, any waste upon the Premises, or any nuisance or other act in 
violation of public policy.  Further, Tenant shall not commit, or suffer to 
be committed, anything which would subject the Landlord to responsibility or 
liability for injury or damage to any person or property or which would 
invalidate or increase the cost of any insurance coverage described in this 
Lease.  Tenant shall comply with all rules, regulations, orders and 
requirements of Landlord's then current insurance carrier(s) with respect to 
the use of the Premises and necessary for maintaining reasonable insurance 
coverage of the types specified in this Lease.  Tenant shall not use or allow 
the Premises to be used for any improper, immoral, unlawful or objectionable 
purpose.

     A.  See Article 36.1 of the Addendum.

     B.  Dust and Fume Control:  No wood shaping or spraying material 
processes will be performed on any part of the Premises except in an 
environment controlled by appropriately designed and installed air-handling 
equipment which shall be maintained and operated at all times during the 
Lease term as required t prevent hazardous accumulations of wood and chemical 
pollutants in the atmosphere within the Premises, and all equipment 
installations required to comply with this subparagraph B shall be commenced, 
performed and completed promptly after the commencement date.  Tenant 
warrants to Landlord that such installation shall be made in correctly 
designed facilities and in a workmanlike manner.

     C.  See Article 37.1 of the Addendum.

9.1  LAW COMPLIANCE:  Tenant shall comply with all applicable covenants, 
conditions and restrictions now or hereafter affecting the Premises, with all 
laws, ordinances, regulations, directives and requirements of all government 
authorities having jurisdiction over the Premises (including, without 
limitation, those relating to health, safety, noise, environmental 
protection, waste disposal, water and air quality, and the use, storage and 
disposal of Hazardous Materials) and with the certificate of occupancy for 
the Premises and shall not permit anything to be done on the Premises in 
violation thereof.  Upon written demand, Tenant shall discontinue any use of 
the Premises in violation of any covenants, conditions and restrictions, or 
of any law, ordinance, regulation or governmental directive or of the 
certificate of occupancy.

10.1  ALTERATIONS AND REPAIRS:

     A.  Landlord's Consent Required:  Conditions of Consent: Tenant shall 
not make or cause to be made any exterior, interior, structural, electrical, 
ventilation, air conditioning or other type of alterations, improvements, 
additions, changes or repairs (which repairs cost in excess of $25,000 or are 
the responsibility of Landlord pursuant to Paragraph A of Article 29.1 below) 
in or to the Premises, without Landlord's prior written consent.  Landlord 
may arbitrarily withhold consent to any alteration or improvement which 
affects, or is visible from, the exterior of the Premises or any building 
located within the Premises or any building of which the Premises forms a 
part or which affects the structural components of the Premises or any 
building located within the Premises or any building of which the Premises 
forms a part.  As to all other types of alterations, improves, additions, 
changes or repairs to the Premises, Landlord's consent shall not be 
unreasonably withheld.  However, as a condition to granting consent, Landlord 
may impose reasonable requirements including, without limitation, 
requirements as to the manner and time for the performance of any such work 
and the type and amount of insurance and bonds Tenant must acquire and 
maintain in connection therewith.  At the completion of such work, Tenant 
shall deliver to Landlord the "as-built" plans and specifications and a 
certificate from Tenant's architect or engineer stating that the work has 
been completed in full compliance with such plans and specifications, such 
certificate to be in the form and substance reasonably satisfactory to 
Landlord.  In addition, at Landlord's option, Landlord shall have the right: 
to approve the contractors or mechanics performing the work; to approve all 
plans and specifications relating to the work; to review the work of Tenant's 
architects, engineers, contractors or mechanics and to control any 
construction or other activities being undertaken in connection with the 
Premises, with Landlord to be reimbursed for any costs incurred in connection 
with such review and/or control; and to order reasonable changes in the work 
in instances in which materials or workmanship is defective or not in 
accordance with plans or specifications previously approved by Landlord.  
Tenant shall provide and pay for all alterations, improvements, additions, 
changes or repairs to the Premises at Tenant's sole expense, except as 
expressly provided in a rider, addendum or amendment to this Lease.  Except 
for trade fixtures regularly used in Tenant's business, all improvements, 
alterations, additions, changes or repairs to the Premises shall become the 
property of the Landlord at the time such items are installed and attached to 
the Premises and shall be surrendered with the Premises in good and working 
order or condition upon termination of this Lease.  However, Landlord may, by 
written notice to Tenant given concurrently with Landlord's approval of 
Tenant's plans, require Tenant to remove any or all improvements, 
alterations, additions, or fixtures installed or made by Tenant on or to the 
Premises and to repair any damages to the Premises caused by such removal.

       B.   Tenant's Duty to Repair:  All damage or injury to the Premises 
caused by the act or negligence of Tenant or its employees, agents, 
customers, servants or invitees shall be promptly repaired by Tenant at 
Tenant's expense and to the satisfaction of Landlord in accordance with this 
Paragraph 10.1; provided, however, Landlord may, at its option, make or cause 
to be made any such repairs and may charge Tenant for the any costs and 
expenses paid or incurred, by Landlord in connection therewith.  Except as 
specifically provided in Paragraph 15.1 below, there shall be no reduction in 
rent payable by Tenant and no liability on the part of the Landlord by reason 
of inconvenience, annoyance or injury to business arising from the making of 
any repairs, alterations or improvements to any portion of the Premises or 
fixtures and equipment related thereto, and no liability on the part of 
Landlord for failure to make repairs, alterations or improvements to the 
Premises.

     C.  Law Compliance and Improvement Work:  All work in connection with 
any alterations, improvements, changes, additions or repairs in the Premises 
made for the benefit of Tenant shall be performed in full compliance with all 
laws, ordinances, regulations, rules and requirements of all governmental 
entities having jurisdiction and in full compliance with all rules, orders, 
directions, regulations and requirements of Landlord's then current insurance 
carrier(s).  If there is now or if there be installed in the Premises a 
sprinkler system, and if Landlord's then current insurance carrier(s) or any 
governmental authority having jurisdiction requires or recommends that any 
changes, modifications or alterations to the sprinkler system, or requires or 
recommends additional sprinkler heads or other equipment be made or supplied 
by reason of Tenant's business or the improvements it has added or the 
location of partitions, trade fixtures or other contents of the Premises, or 
if any such changes, modifications, alterations, additions or other equipment 
become necessary to prevent imposition of a penalty or charge against the 
full allowance for a sprinkler system in the fire insurance rate as fixed by 
Landlord's then current insurance carrier(s), Tenant shall, at its own cost, 
promptly make and supply all such changes, modifications, alterations, 
additional sprinkler heads or other equipment.

     D.  Notices of Nonresponsibility, Mechanics' Liens and Bonds:  Before 
work is commenced as provided in this Paragraph 10.1, Tenant shall give 
Landlord at least fifteen (15) days written notice to afford Landlord an 
opportunity to post appropriate notices of nonresponsibility.  Tenant shall 
secure at Tenant's own cost, a completion and lien indemnity bond, 
satisfactory to Landlord, for said work.  Any mechanics' liens for work 
claimed to have been performed for, or materials claimed to have been 
furnished to, Tenant shall be discharged by Tenant, by bond or otherwise 
within ten (10) days after the filing of such lien, at Tenant's sole expense. 
 In the event that Tenant does not, within ten (10) days following the 
recording of all notice of any such lien, cause such lien 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 it shall 
deem proper, including payment of the claim giving rise to such lien.  All 
sums paid by Landlord and all expenses incurred by it in connection 
therewith, including attorneys' fees and court costs, shall be payable to 
Landlord by Tenant on demand with interest at the Maximum rate allowed by law 
or, if no such maximum rate is prescribed by law, then at the Default Rate 
(as defined in Paragraph 19.1, subparagraph C(ii)(h)) from the date such 
expenses are incurred by landlord to the date payment is received by Landlord 
from Tenant.  Tenant agrees to indemnify, hold harmless and defend Landlord 
from any loss, cost, damage or expense, including attorneys' fees, arising 
out of any such lien claim or out of any other claim relating to work done or 
materials supplied to the Premises at Tenant's request or on Tenant's behalf.

11.1  SIGNS:  No signs shall be installed on or about the Premises without 
Landlord's prior written approval.  The installation and maintenance of any 
and all signs by or on behalf of Tenant shall be in full compliance with all 
applicable laws, ordinances, regulations, rules and orders of any 
governmental authority having jurisdiction, and Tenant shall obtain all 
necessary licenses and permits in connection therewith.  Tenant shall install 
and promptly repair, maintain and service all such signs in accordance with 
proper techniques and procedures, and shall indemnify, hold harmless and 
defend Landlord from all loss, cost, damage or expense, including attorneys' 
fees arising out of any claim relating to the installation, existence, 
operation, maintenance, repair, removal or condition of any such sign.  On or 
before the termination of this Lease, Tenant shall, at its sole expense, 
remove all such signs in a manner satisfactory to Landlord and shall 
immediately repair, at Tenant's 

sole expense, any injury or damage caused by removal.  All costs and expense 
relating to all such signs shall be borne solely by Tenant. 

12.1  INDEMNIFICATION:  Tenant agrees to indemnify, hold harmless, defend and 
protect Landlord and its shareholders, partners, directors, officers, agents 
and employees from any loss, cost, damage, liability or expense (including, 
without limitation, attorneys' fees and legal costs) arising out of or 
related to any claim, suit or judgment brought by or in favor of any 
person(s) for damage, loss or expense (including, without limitation, bodily 
injury, including death, or property damage) which is occasioned by or in any 
way attributable to or arising out of the use or occupancy of the Premises or 
the acts or omissions of Tenant or its employees, agents, customers, servants 
or  invitees or the breach or default by Tenant of any of its obligations 
under this Lease, including, without limitation, the provisions set forth in 
Paragraph 8.1 and Paragraph 9.1 above.  However, Tenant shall not be 
responsible for damage, loss or expense to the extent caused by the 
negligence or willful misconduct of Landlord or its agents or employees.  
Tenant's obligations under this Paragraph 12.1 shall expressly survive the 
termination of this Lease.  Landlord shall not be liable for, and is released 
by Tenant with respect to, any damage, loss or expense occurring on or about 
the Premises during the Lease except to the extent caused by the negligence 
or willful misconduct of Landlord or its agents or employees.  The limits of 
any insurance required to be maintained by Landlord or Tenant as provided in 
Paragraph 13.1 of this Lease, shall not be deemed to limit Tenant's 
obligations under this Paragraph 12.1 or under any other provision of this 
Lease.  Neither Landlord nor its agents or employees shall be liable for any 
damage to property resulting from fire, earthquake or earth movement, 
explosion, falling glass or other materials, steam, gas, electricity, water 
or rain which may leak from any part of the building or other improvements 
forming a part of the Premises or of which the Premises is a part, for from 
the pipes, appliances or plumbing works therein, or from the roof, street or 
subsurface thereof or from any other place or resulting from dampness or any 
other cause whatsoever except to the extent caused by or due to the 
negligence or willful misconduct of Landlord, its agents or employees.  
Landlord or its agents shall not be liable for interference with light or 
other incorporeal hereditaments.  Landlord shall not be liable for any latent 
defect in the Premises or the building or other improvements forming a part 
thereof or of which the Premises is a part. Tenant shall give prompt notice 
to Landlord in case of fire or accidents in the Premises or the building or 
of defects therein or in the fixture or equipment related thereto.

13.1  INSURANCE REQUIRED TO BE OBTAINED BY TENANT:

     A.  Public Liability Insurance:  At all times during the Lease term, 
Tenant shall maintain in full force comprehensive public liability insurance 
as may be generally available from insurance companies of the type described 
below with limits of not less than those required in Paragraph 1.1, 
subparagraph I and such policy(ies) shall name Landlord and Landlord's 
managing agent as additional insureds.  The term of such insurance policy may 
by for such period as shall be designated by Tenant; provided, however, that 
within thirty (30) days  prior to the expiration of such policy, Tenant shall 
procure another policy of said insurance so that, throughout the entire Lease 
term Landlord and Landlord's managing agent shall always be additional 
insureds under policies with insurance coverages of the type specified.  The 
policy limits shall never be decreased, but shall be reasonably increased in 
accordance with increases, if any, necessary to maintain policy limits from 
time to time customary and usual for premises of the similar type, size and 
use as the Premises in the city and county where the Premises is located. 
Increases in the policy limits shall not be required more frequently than 
once a year.

     B.  Insurance on Tenant's Personal Property, Improvements and 
Alterations:  Tenant at is cost shall maintain on all its personal property 
in, or on about the Premises, a policy of standard fire and extended coverage 
insurance, with vandalism and malicious mischief endorsements in the amount 
of the full replacement cost thereof.  Landlord shall in no way be liable for 
damage to Tenant's personal property, alterations and improvements.

     C.  Plate Glass Insurance:  Tenant at its cost shall maintain full 
coverage plate glass insurance on the Premises, or in the alternative, shall 
self-insure for damage to plate glass.

     D.  General Requirements:  All the insurance required of Tenant under 
this Lease shall (i) be issued by insurance companies authorized to issue the 
relevant insurance and to do business in California with at least an "A", 
class X rating or other similar rating reasonably acceptable to Landlord, as 
rated in the most recent edition of Best's Rating Guide, (ii) be issued as a 
primary policy but may include umbrella policies, (iii) contain an 
endorsement requiring thirty (30) days written notice from the insurance 
company to Landlord, Tenant and Landlord's lender, if any, before  
cancellation or change in the coverage, scope, or amount of any policy and 
(iv) shall name Landlord and Landlord's managing agent (and, at Landlord's 
option, the holder of any mortgage or deed of trust affecting the Premises) 
as additional insureds.  Each policy or a certificate thereof shall be 
deposited with the Landlord on or before the commencement of the term, and on 
renewal of the policy not less than twenty (20) days before the expiration of 
the term of the policy.

14.1  WAIVER OF SUBROGATION:  Landlord and Tenant mutually waive any and all 
rights or recovery against each other and each of their respective officers, 
employees, agents and representatives for loss of or damage to the other or 
its property or the property of others under its control arising from any 
cause insured against but only to the extent of such insurance, exclusive of 
any deductible amount and any amount in excess of policy limits, under any 
policy of insurance carried by such waiving party.  Tenant shall obtain and 
furnish evidence to Landlord of the waiver by Tenant's insurance carriers of 
any right of subrogation against Landlord.

15.1  DAMAGE OR DESTRUCTION:

     A.  Landlord's Duty to Restore When the Premises is Destroyed:  If, 
during the term, the building or other improvements located on the Premises 
or the building and other improvements in which the Premises is located are 
totally or partially destroyed from any cause covered by Landlord's Property 
Insurance describe in Paragraph 4.2, subparagraph B(ii)(a), rendering the 
Premises totally or partially inaccessible or unusable, Landlord shall 
restore the building or other improvements located on the Premises or the 
building and other improvements in which the Premises is located to 
substantially the same condition as they were in immediately before the 
destruction, if the restoration can be made under the existing laws and can 
be completed within 180 days after the date of destruction.  Such destruction 
shall not terminate this Lease. If the restoration cannot be made within said 
180 days, then within 10 days after the parties determine that the 
restoration cannot be made within said period, either party can elect to 
terminate this Lease immediately by giving written notice to the other.  If, 
during the term, the building or other improvements located on the Premises 
or the building and other improvements in which the Premises is located are 
totally or partially destroyed from a risk not covered by Landlord's Property 
Insurance described in Paragraph 4.2, subparagraph B(ii)(a) rendering the 
Premises totally or partially inaccessible or unusable.  Landlord shall have 
the sole, exclusive and conclusive option and right to restore the building 
or other 

improvements located on the Premises or the building and other improvements 
in which the Premises is located to substantially the same condition as they 
were in immediately before destruction.  If the restoration can be made under 
the existing laws and can be completed within 180 days after the date of 
destruction.  Such destruction shall not terminate this Lease.  If the 
existing laws do not permit the restoration, either party can terminate the 
Lease immediately by giving written notice to the other party.  If the 
restoration can be made within 180 days after the date of destruction, 
Landlord must elect either to terminate this Lease or to restore the building 
or other improvements located on the Premises or the building and other 
improvements in which the Premises is located by giving notice to Tenant 
within 10 days after determining the restoration can be completed within said 
180 days after the date of destruction.  However, if Landlord elects to so 
terminate this Lease, Tenant may elect to pay for the cost of such 
restoration and override the Landlord's election to terminate by providing 
Landlord notice of Tenant's election to pay for such restoration accompanied 
by payment of the estimated costs of such restoration within 10 days after 
Tenant's receipt of the Landlord's notice to terminate.  Tenant's right to 
pay for such restoration and override Landlord's election to terminate the 
Lease can be exercised only if restoration can be completed within said 180 
day period and such 180 period remains within the term of this Lease.  If 
Landlord elects to terminate this Lease and Tenant does not elect to pay for 
the costs of restoration, this Lease shall terminate on the 10th day after 
Landlord notifies Tenant of its intention to so terminate.  See Article 30.1 
of the Addendum.

     B.  Extent of Landlord's Obligation to Restore:  If Landlord is required 
to or elects to restore the Premises as provided in this Paragraph 15.1, 
Landlord shall not be required to restore alteration and improvements made by 
Tenant, Tenant's trade fixtures and Tenant's personal property, such excluded 
items being the sole responsibility of Tenant to restore.

     C.  Abatement or Reduction of Rent:  In the case of destruction, and 
such descruction is not caused by the negligence of Tenant, its employees, 
agents, customers, servants or invitees, there shall be an abatement or 
reduction of minimum monthly rent only between the date of destruction and 
the date of substantial completion of restoration, based on the extent to 
which the destruction interferes with Tenant's use of the Premises.

     D.  Loss During the Last Part of the Term:  If destruction of the type 
specified in this Paragraph 15.1 occurs during the last year of the term, 
Landlord can terminate this Lease by giving written notice to Tenant no later 
than 15 days after the date of destruction.  However, if Tenant has been 
granted an option to extend the term of the Lease by rider, amendment or 
addendum to this Lease, and the time within which the option can be exercised 
has not expired, and Tenant exercises the option to extend the term as 
provided in said rider, amendment or addendum, then Landlord shall restore 
the Premises subject to the provisions stated in this Paragraph 15.1.

     E.  Waivers:  Tenant hereby waives all rights under the provisions of 
Sections 1932, 1933, 1941 and 1942 of the Civil Code of the State of 
California, and any like or similar statute now or hereinafter enacted or 
promulgated, and all rights under any law in existence during the term of 
this Lease authorizing a tenant to make repairs at the expense of a landlord 
or to terminate a lease upon the complete or partial destruction of the 
premises; provided, however, that such waivers are not intended to limit or 
impair any express rights or privileges which may have been gratned to Tenant 
in this Lease. 

16.1 ASSIGNMENT AND SUBLETTING:

       A.   Restrictions and Conditions:  Tenant shall not, either 
voluntarily or by operation of law, directly or indirectly, sell, assign, 
transfer or hypothecate this Lease, or sublet the Premises, or any part 
thereof, or permit the Premises, or any part thereof to be occupied by anyone 
other than Tenant or Tenant's employees without the prior written consent of 
Landlord in each instance.  A transfer of stock control in Tenant, if Tenant 
is a corporation, or the transfer of any partnership interest in Tenant, if 
Tenant is a partnership shall be deemed an act of assignment hereunder.  
Subject to the provisions of subparagraph B, C and D of this Paragraph 16.1, 
Landlord's consent to assignment or subletting (subject to the procedures set 
forth in subparagraph A of this Paragraph 16.1) shall not be unreasonably 
withheld, provided the proposed assignee or subtenant (i) is satisfactory to 
Landlord as to credit, character and professional standing, (ii) will meet 
any other tenant requirements then generally imposed by Landlord with respect 
to any new tenant for the Premises, (iii) will use the Premises for purposes 
which are reasonably acceptable to Landlord and which will not conflict with 
any use or zoning restriction and not increase the burdens on the facilities 
and equipment servicing the Premises, and (iv) will not use any part of the 
Premises for the generation, storage, use or disposal of any Hazardous 
Material.  Landlord may, however, withhold such consent if, in Landlord's 
reasonable judgment, the occupancy of the proposed assignee or subtenant will 
tend to impair the character or dignity of the building or impose any 
additional burden upon Landlord in the operation of the building.  Any sale, 
assignment, mortgage, transfer or subletting of this Lease which is not in 
compliance with the provisions of this Paragraph 16.1 shall be void and 
shall, at the option of Landlord, terminate this Lease. The consent by 
Landlord to an assignment or subletting shall not be construed as relieving 
Tenant from obtaining the express prior written consent of Landlord to any 
further assignment or subletting or as releasing Tenant from any liability or 
obligation hereunder, whether or not the accrued.

     B.  Notice of Documentation:  As condition precedent to any assignment 
of the whole of Tenant's interest in this Lease or the subletting by Tenant 
of the whole or any part of the Premises, (i)at least thirty (30) days prior 
to any proposed assignment or subletting  Tenant shall submit to Landlord a 
statement containing (a) the name and address of the proposed assignee or 
subtenant; (b) a current financial statement of the proposed assignee or 
subtenant containing therein bank and other credit references; (c) the 
specific type of use proposed for the Premises; and (d) all of the principal 
terms and conditions of the proposed assignment or subletting including, 
without limitation, the proposed commencement and expiration dates of the 
term thereof and the amount of rent to be payable by the assignee or 
subtenant and a floor plan delineating the proposed, assigned or sublet area; 
and (ii) Tenant shall deliver to Landlord an original assignment or sublease 
executed by Tenant and the proposed assignee or subtenant on a form approved 
by Landlord which shall expressly provide (a) for the assumption by such 
proposed assignee or subtenant of all Tenant's obligations under the terms of 
this Lease as to that portion of the Premises being assigned or sublet and as 
to that period of time such assignment or sublease is to be in effect; (b) 
that Tenant shall indemnify and hold Landlord harmless from any and all 
claims, obligations and liabilities (including reasonable attorneys' fees) 
arising from such assignee's or subtenant's occupancy and use of the 
Premises, or any portion thereof, whether such claim, obligation or liability 
arising from such assignee's or subtenant's conduct, activity, work or any 
other matter in, or about the Premises and/or the building; (c) that Tenant 
shall further indemnify and hold Landlord harmless from any costs, 
obligations or liabilities (including reasonable attorneys' fees) arising 
from any act or negligence of such assignee or subtenant, or any employee, 
agent, customer, servant or invitee of such assignee or subtenant and

from any claim, action or proceeding brought thereon; (d) that in no event 
shall Tenant, by reason of Landlord's approval of the assignment or sublease, 
be deemed relieved from any obligation or liability under the Lease, 
including, without limitation, the obligation to obtain Landlord's consent to 
any further assignment or subletting; and (e) that such proposed assignment 
or subletting shall not be deemed effective for any purpose unless and until 
Landlord's written consent thereto is obtained.  Tenant shall reimburse 
Landlord for all costs incurred by Landlord in connection with its review and 
consideration of any proposed assignment, transfer, mortgage, pledge, 
encumbrance or hypothecation of the Lease or subletting of the Premises, or 
any part thereof (including, without limitation, reasonable attorneys' fees 
not to exceed $750.00).

     C.  Right of Recapture:  In lieu of giving or withholding its consent 
to any proposed subletting or assignment, Landlord shall have the following 
right to recapture the Premises and shall thereafter be free to lease the 
area subject to the proposed assignment or sublease directly to the proposed 
assignee or sublessee or any other person without such act being construed to 
(1) unreasonably interfere with Tenant's contractual relations, (2) 
constitute unfiar competition or (3) otherwise create any claim or cause of 
action in favor of Tenant.  In lieu of consenting or not consenting, Landlord 
may within thirty (30) days after Landlord has received all of the 
documentation described in subparagraph B of this Article 16.1, at its 
option, (i) in the case of the proposed assignment or subletting of Tenant's 
entire leasehold interest, terminate Tenant's lease in its entirety, or (ii) 
terminate Tenant's lease as to that portion of the Premises which Tenant has 
proposed to sublet.  In the event Landlord elects to terminate this Lease 
pursuant to clause (ii) above, Tenant's obligations as to rent shall be 
reduced in the same proportion that the rentable area of the portion of the 
Premises taken by the proposed assignee or subtenant bears to the total 
rentable area of the Premises.  The reservation of Landlord's right of 
recapture is a critically important economic right in favor of Landlord which 
has been expressly negotiated between the parties and which requires the 
release of liability on the part of Tenant for any obligations with respect 
to the area subject to the proposed sublease or assignment.  The foregoing 
notwithstanding, in the event that Landlord notifies Tenant of its election 
to terminate this Lease as to all or a portion of the Premises pursuant to 
this paragraph, Tenant may within five (5) days of such notification withdraw 
its request for Landlord's consent to the proposed assignment or sublease in 
question.

     D.  Landlord's Right to Profit:  In the event of any assignment or 
sublease approved by Landlord of all or any portion of the Premises, where 
the rent reserved in the assignment or sublease exceeds the rent or pro rata 
portion of the rent, as the case may be, for such space reserved in this 
Lease, Tenant shall pay to Landlord monthly, as additional rent, at the same 
time as the monthly installments of rent required hereunder, seventy five 
percent (75%) of the excess of the rent reserved in the assignment or 
sublease, over the rent reserved in the Lease, applicable to the assigned or 
subleased space.  Landlord's right to any such profit payable by the approved 
assignee or sublessee is a critically important economic right in favor of 
Landlord which has been expressly negotiated between the parties in 
contemplation of and in consideration for the specific minimum monthly rent 
negotiated between the parties and specified in this Lease.  Such minimum 
monthly rent has been set with the specific intent that Landlord alone is 
entitled to what is commonly known as the appreciation in the equity value of 
the Lease and that the minimum monthly rent would have been established at a 
higher rate had the parties negotiated for any sharing in such appreciated 
equity value, if any.

17.1  CONDEMNATION:  If the whole of the Premises or so much thereof as to 
render the balance of the Premises unusable by Tenant, shall be taken or 
condemned by any authority under power of eminent domain or any similar power 
for any public or quasi-public use or purpose, or shall be transferred by 
agreement in connection with such public or quasi-public use or purpose with 
or without a condemnation action or proceeding being instituted, this Lease 
shall terminate as of the date of such taking or condemnation.  No award for 
any partial or entire taking shall be apportioned, and Tenant hereby assigns 
to Landlord any award which may be made in connection with such taking or 
condemnation, together with any and all rights of Tenant now or hereafter 
arising with respect to all or part of such award or any proceedings relating 
thereto; provided, however, that Landlord shall have no interest in any award 
separately made to Tenant for the interruption of or damage to Tenant's 
business, or its trade fixtures, equipment or movable furniture so long as 
such award does not diminish the award made to Landlord.  In the event that 
any such taking or condemnation is temporary or is partial and does not 
render the balance of the Premises unusable by Tenant, this Lease shall not 
terminate, but the rent and other charges payable to Landlord by Tenant shall 
be equitably abated for the remainder of the Lease term.  As used in the 
preceding sentence, a condemnation or taking shall be deemed temporary if it 
is for a period of six (6) months or less.  Each party waives the provisions 
of California Code of Civil Procedure Section 1265.130 allowing either party 
to petition the Superior Court to terminate this Lease.

18.1  TAXES ON PERSONAL PROPERTY:  Tenant shall pay all taxes assessed 
against or levied upon fixtures, furnishings, equipment and all personal 
property owned or possessed by Tenant and located on the Premises prior to 
delinquency.  When reasonably possible, Tenant shall cause such fixtures, 
furnishings, equipment and other personal property to be assessed and billed 
to Tenant separately from the real property of which the Premises forms a 
part.  If any or all such fixtures, furnishings, equipment and other personal 
property shall be assessed and taxed with the real property, Tenant shall pay 
to Landlord its share of such taxes within fifteen (15) days prior to 
delinquency.  Tax bills for such taxes shall be provided by Landlord to 
Tenant not later than thirty (30) days prior to the delinquency date 
therefor.  Any amounts due hereunder by Tenant shall be deemed additional 
rent payable to Landlord.

19.1  DEFAULTS AND REMEDIES:

     A.  Events of Default:  The occurrence of any of the following shall 
constitute a material default and breach of this Lease by Tenant.

          (i)  Failure to pay rent as such term is defined in Paragraph 4.1, 
subparagraph A when due.

          (ii)  Abandonment and vacation of the Premises.  Failure to occupy 
and operate Tenant's business at the Premises for fifteen (15) consecutive 
days shall be deemed an abandonment and vacation of the Premises.

          (iii)  Failure to perform any other provision of this Lease if the 
failure to perform is not cured within ten (10) days after written notice has 
been given to Tenant.  If the default cannot reasonably be cured within ten 
(10) days, Tenant shall not be in default of the Lease if Tenant commences to 
cure the default within the ten-day period and diligently and in good faith 
continues to cure the default to completion.  The ten-day notice described in 
this subparagraph (iii) for default 

other than the payment of rent is in lieu of, and not in addition to, any 
notice required under California law.

          (iv)  The making by Tenant of any general assignment for the 
benefit of creditors, the filing by or against Tenant of a petition under any 
federal or state bankruptcy or insolvency laws (unless, in the case of a 
petition filed against Tenant, the same is dismissed with sixty (60) days 
after filing); the appointment of a trustee or receiver to take possession of 
substantially all of Tenant's interest in this Lease or the Premises, when 
possession is not restored to Tenant within sixty (60) days; or the 
attachment, execution or other seizure of substantially all of Tenant's 
assets located at the Premises or Tenant's interest in this Lease or the 
Premises, if such seizure is not discharged within sixty (60) days.

     B.  Notices:  Notices given under this Paragraph 19.1 shall specify the 
alleged default and shall demand that Tenant perform the provisions of this 
Lease or pay the rent that is in arrears, as the case may be, within the 
applicable time period, or quit the Premises.  No such notice shall be deemed 
a forfeiture or a termination of this Lease unless Landlord so elects in the 
notice.

     C.  Landlord's Remedies:  Landlord shall have the following remedies if 
Tenant commits a default.  These remedies are not exclusive; they are 
cumulative and in addition to any remedies now or later allowed by law or 
equity.

          (i)  Landlord's Election to Continue the Lease In Full Force and 
Effect:  Landlord can continue this Lease in full force and effect, and the 
Lease will continue in effect as long as Landlord does not terminate Tenant's 
right to possession, and Landlord shall have the right to collect rent when 
due.  During the period Tenant is in default, Landlord can enter the Premises 
and relet it, or any part of it, to third parties for Tenant's account.  
Tenant shall be liable immediately to Landlord for all costs Landlord incurs 
in reletting the Premises, including, without limitation, brokers' 
commissions, expenses of remodeling the Premises required by the reletting, 
and like costs. Reletting can be for a period shorter or longer than the 
remaining term of this Lease.  Tenant shall pay to Landlord the rent due 
under this Lease on the dates the rent is due, less the rent Landlord 
receives from any reletting.  No act by Landlord allowed by this Paragraph 
19.1, subparagraph C(i) shall terminate this Lease unless Landlord notifies 
Tenant in writing that Landlord elects to terminate this Lease.  After 
Tenant's default and for as long as Landlord does not terminate Tenant's 
right to possession of the Premises, Tenant shall have the right to assign or 
sublet its interest in the Lease, subject to the provisions of Paragraph 
16.1, and Tenant shall not be released from liability. If Landlord elects to 
relet the Premises as provided in this Paragraph 19.1, subparagraph C(i), 
rent that Landlord receives from reletting shall be applied in the following 
order of priority: (a) to any indebtedness from tenant to Landlord other than 
rent due from Tenant; (b) to all costs, including those for maintenance, 
incurred by Landlord in reletting; and (c) to rent due and unpaid under this 
Lease.  After deducting the payments referred to in this Paragraph 19.1, 
subparagraph C(i), any sum remaining from the rent Landlord receives from 
reletting shall be held by Landlord and applied in payment of future rent as 
rent becomes due under this Lease.  In no event shall Tenant be entitled to 
any excess rent received by Landlord.  If on the date rent is due under this 
Lease, the rent received from the reletting is less than the rent due on that 
date, Tenant shall pay to Landlord, in addition to the remaining rent due, 
all costs Landlord incurred in reletting that remain after applying the rent 
received from the reletting as provided in this Paragraph 19.1, 
subparagraph C(i).

          (ii)  Landlord's Election to Terminate Tenant's Right of 
Possession:  Landlord can terminate Tenant's right to possession of the 
Premises at any time.  No act by Landlord other than giving express written 
notice of Landlord's election to terminate the Lease to Tenant shall 
terminate this Lease.  Acts of maintenance, efforts to relet the Premise, or 
the appointment of a receiver on Landlord's initiative to protect Landlord's 
interest under this Lease shall not constitute a termination of Tenant's 
right to possession.  On termination, Landlord has the right to recover from 
Tenant:

               (a)  The worth at the time of the award of the unpaid rent 
that had been earned at the time of termination of this lease;

               (b)  The worth at the time of the award of the amount by which 
the unpaid rent that would have been earned after the date of termination of 
this Lease until the time of award exceeds the amount of such rental loss 
that Tenant proves could have been reasonably avoided;

               (c)  The worth at the time of the award of the amount by which 
the unpaid rent for the balance of the term after the time of award exceeds 
the amount of the loss of rent that Tenant proves could have been reasonably 
avoided;

               (d)  All legal expenses, including attorneys' fees, experts' 
fees, witness fees, court costs and other costs incurred in preparation of 
any litigation or consultations with counsel, incurred by Landlord in 
effecting re-entry or repossession of the Premises and in prosecuting any 
related action against Tenant;

               (e)  All costs incurred by Landlord in restoring the Premises 
to good order and condition;

               (f)  All costs incurred by Landlord in altering or preparing 
the Premises for reletting;

               (g)  All commission incurred by Landlord in reletting the 
Premises; and

               (h)  Any other amount, and court costs, necessary to 
compensate Landlord for all detriment proximately caused by Tenant's default.

"The worth at the time of the award" as used in (a) and (b) of this Paragraph 
19.1, subparagraph C(ii) is to be computed by allowing interest at the 
reference rate then being charged by the Bank of America N.T. & S.A. plus 
four percent (4%) per annum ("Default Rate").  "The worth at the time of the 
award" as used in sub-subparagraph (c) of this Paragraph 19.1, subparagraph 
C(ii), is to be computed by discounting the amount at the discount rate of 
the Federal Reserve Bank of San Francisco at the time of the award, plus 1%.

          (iii)  Appointment of Receiver: (Omitted).

          (iv)  Landlord's Right to Cure Tenant's Default: Landlord, at any 
time after Tenant commits a default, can cure the default at Tenant's cost.  
If Landlord at any time, by reason of Tenant's default, pays any sum or does 
any act that requires the payment of any sum, the sum paid by the Landlord 
shall be due immediately from Tenant to Landlord at the time the sum is paid, 
and if paid at a later date shall bear interest at the maximum rate an 
individual is permitted by law to 

charge from the date the sum is paid by Landlord until Landlord is reimbursed 
by Tenant.  The sum, together with interest on it, shall be additional rent.

          (v)  Interest on Unpaid Rent:  Rent not paid when due shall bear 
interest from the date due until paid at the Default Rate.

          (vi)  Late Charge:  Tenant acknowledges that late payment by Tenant 
to Landlord of rent will cause Landlord to incur costs not contemplated by 
this Lease, the exact amount of such costs being extremely difficult and 
impracticable to fix. Such costs include, without limitation, processing and 
accounting charges, and late charges that may be imposed on Landlord by the 
terms of any encumbrance and note secured by an encumbrance covering the 
Premises.  Therefore, if any installment of rent due from tenant is not 
received by Landlord within ten (10) days of when due, Tenant shall pay to 
Landlord an additional sum of 10% of the overdue rent as a late charge.  The 
parties agree that his late charge represents a fair and reasonable estimate 
of the costs that Landlord will incur by reason of late payment of Tenant.  
Acceptance of any late charge shall not constitute a waiver of Tenant's 
default with respect to the overdue amount, or prevent Landlord from 
exercising any of the other rights and remedies available to Landlord.

          (vii)  Non-Waiver:  No covenant, term or condition or the breach 
thereof shall be deemed waived, except by written consent of the party 
against whom the waiver is claimed, and any waiver or the breach of any 
covenant, term or condition shall not be deemed to be a waiver of any 
preceding or succeeding breach of the same or any other covenant, term or 
condition of this Lease. Acceptance by Landlord of any performance by Tenant 
after the time the same shall have become due shall not constitute a waiver 
by Landlord of the breach or default of any covenant, term or condition of 
the Lease unless otherwise expressly agreed to by Landlord in writing.  No 
payment by Tenant or receipt by Landlord of a lesser amount than the minimum 
monthly rent or any other amount payable by Tenant and defined as "rent" in 
Paragraph 4.1, subparagraph A, shall be deemed to be other than on account of 
the earliest outstanding installment of any such stipulated amount due.  No 
endorsement or statement on any check or any letter accompanying any check or 
payment shall be deemed an accord and satisfaction and Landlord may accept 
such check or payment without prejudice to Landlord's rights to recover the 
balance of any outstanding amounts then due and payable or past due and in 
arrears under this Lease and without prejudice to any other remedy provided 
in this Lease.  Nothing in this Paragraph 19.1 shall be deemed to affect 
Landlord's rights to indemnification and other rights provided under 
Paragraph 12.1 arising out of any act, omission, event or occurrence which 
took place prior to the termination of the Lease whether a claim relating to 
such acts, omissions, events or occurrences is made before or after the date 
of termination of this Lease.  The delivery of keys to any employee of 
Landlord or its agents or employees shall not operate as a termination of 
this Lease or a surrender of the Premises.

          (viii)  Right of Redemption:  Tenant hereby expressly waives any 
and all rights of redemption granted by or under any present or future law in 
the event of Tenant's eviction or dispossession pursuant to any default under 
this Lease or in the event of Landlord's obtaining possession of the Premises 
by reason of Tenant's violation of any of the covenants, conditions or 
agreements contained herein.

20.1 SUBORDINATION/MORTGAGEE PROTECTION:

     A.  Subordination:  This Lease is subject and subordinate to all ground 
or underlying leases, mortgages and deeds of trust which now affect the 
Premises or which affect any ground or underlying leases and all renewals, 
extensions, modifications or amendments thereof.  This Lease may, at 
Landlord's option, be made subordinate to any future ground or underlying 
leases, mortgages or trust deed which may affect the Premises or which may 
affect the ground or underlying leases provided, however, that the mortgagee 
or trust deed beneficiary or the lessor in any such ground or underlying 
lease shall agree to recognize this Lease in the event of foreclosure of 
Landlord's interest, provided Tenant is not in default.  Tenant further 
agrees to execute and deliver such instruments as may be necessary or proper 
to effect the foregoing and, if Tenant fails to do so within ten (10) days 
after written demand therefor, such failure shall be a material breach of 
this Lease. Notwithstanding anything herein to the contrary, upon request of 
Landlord, Tenant agrees to execute any appropriate instrument making this 
Lease and the leasehold estate created herein superior to the lien of any 
underlying or ground lease, mortgage or deed of trust.

     B.  Attornment:  If any ground or underlying lease is terminated or any 
mortgage or deed of trust is foreclosed, this Lease shall not terminate or be 
terminated by Tenant unless Tenant was specifically named in any termination 
or a foreclosure judgment or final order.  If any such ground or underlying 
lease is terminated or if any such mortgage or deed of trust is foreclosed, 
Tenant agrees that Tenant will enter into a new lease covering the Premises 
for the remainder of the Lease term on the same terms, conditions and rent as 
stated in this Lease with, and at the election of the holder of any superior 
lease or, if there is no superior lease in existence, with and at the 
election of the holder of the fee title to the real property of which the 
Premises forms a part so long as such holder of any superior lease or holder 
of fee title also enters such new lease; or at the request of the aforesaid 
parties in the order stated to attorn to them and to execute and deliver at 
any time and from time to time upon such request any instrument which may be 
necessary to appropriate to evidence such attornment, Landlord hereby makes 
no warranties or representations that any attornment which Tenant herein 
agrees to make will be accepted and recognized by any of the parties to whom 
such attornment is made.

     C.  Mortgagee Protection:  If Landlord is in default under this Lease, 
Tenant will accept cure of any default by any holder of any underlying or 
ground lease or mortgage or deed of trust (the "Holder") whose name and 
address shall have been furnished to Tenant in writing.  Tenant may not 
terminate this Lease for Landlord's default unless Tenant has given notice 
thereof to each such Holder and the default is not cured within thirty (30) 
days thereafter or such greater time as may be reasonably necessary to cure 
such default.  A default which cannot reasonably be cured within said 30-day 
period shall be deemed cured within said period if work necessary to cure the 
default is commenced within such time and proceeds diligently thereafter 
until the default is cured.  If any Holder should require, as a condition of 
any underlying or ground lease, mortgage, or deed of trust, a modification of 
the provisions of this Lease, Tenant shall approve and execute any such 
modification promptly after such request, provided no such modification shall 
relate to the rent payable hereunder, or the length of the term hereof or 
otherwise materially alter the rights or obligations of Tenant hereunder. 

21.1  QUIET ENJOYMENT:  Landlord covenants that if Tenant shall not be in 
default in the performance of all of the terms, covenants, conditions, 
provisions and agreements required of Tenant 

under this Lease, Landlord or anyone claiming by or through Landlord will not 
disturb Tenant's quiet enjoyment of the Premises, subject, however, to the 
terms of this Lease and of the ground and underlying leases, mortgages and 
deeds of trust which may exist from time to time.

22.1  ESTOPPEL CERTIFICATES:  Tenant agrees that, at any time and from time 
to time upon not less than ten (10) days prior notice by Landlord, Tenant 
will execute, acknowledge and deliver to Landlord a statement in writing 
certifying that this Lease is unmodified and in full force and effect (or if 
there have been modifications, that the same is in full force and effect as 
modified and stating the modifications), and the dates to which the minimum 
monthly rent, additional rent and other charges have been paid in advance, if 
any, and stating whether or not to the best knowledge of the signer of such 
certificate, Landlord is in default in the performance of any covenant, 
agreement or condition contained in this Lease and, if so, specifying each 
such default of which the signer may have knowledge, it being intended that 
any such statement delivered pursuant to this Paragraph 22.1 may be relied 
upon by any prospective purchaser or mortgagee of the Premises or any other 
person designated by Landlord.  Tenant's failure to deliver said statement in 
the time required shall be conclusive upon Tenant that: (i) the Lease is in 
full force and effect, without modification except as may be represented by 
Landlord; (ii) there are no uncured defaults in Landlord's performance and 
Tenant has no right of offset, counterclaim or deduction against Rent under 
the Lease; and (iii) no more than one month's rent has been paid in advance.

23.1  LANDLORD'S RESERVED RIGHTS:

     A.  Entry by Landlord:  Landlord may enter the Premises at all 
reasonable times and upon reasonable notice to:  Inspect the same; exhibit 
the same to prospective purchasers, lenders or tenants; determine whether 
Tenant is complying with all of its obligations under this Lease; to post 
customary "For Sale," "For Lease" and similar types of signs; post notices of 
nonresponsibility; and to make repairs or improvements in or to the Premises 
or the building as Landlord deems necessary or proper, provided, however, 
that Landlord shall exercise any such rights so as to cause as little 
interference to Tenant as is reasonably possible.  Tenant hereby waives any 
claim for damages for any injury or inconvenience to, or interference with 
Tenant's business, any loss of occupancy or quiet enjoyment of the Premises 
or any other loss occasioned by such entry.  Landlord may have and retain a 
key with which to unlock all of the doors in, on or about the Premises 
(excluding Tenant's vaults, sales and similar areas designated by Tenant in 
writing in advance), and Landlord shall have the right to use any and all 
means by which Landlord may deem proper to open such doors to obtain entry to 
the Premises, and any entry to the Premises obtained by Landlord by any such 
means, or otherwise, shall not under any circumstances been deemed or 
construed to be a forcible or unlawful entry into or a detainer by the 
Premises or an eviction, actual or constructive, of Tenant from any part of 
the Premises. In exercising the foregoing rights of access, Landlord shall 
use reasonable efforts to adhere to any reasonable confidentiality policies 
and procedures adopted by Tenant.

     B.  Easements:  Landlord shall have the right to grant public utility 
easements and other rights on, over and under the Premises without any 
abatement in rent, provided that such rights do not unreasonably interfere 
with Tenant's business operations on the Premises.

24.1  LIMITATION OF LIABILITY, TRANSFER OF LANDLORD'S INTEREST:

     A.  Limitation of landlord's Liability:  Tenant agrees to look only to 
the equity of Landlord in the Premises and not to Landlord personally with 
respect to any obligations or payments due or which may become due from 
Landlord hereunder, and no other property or assets of Landlord or any 
partner, joint venturer, officer, director, shareholder, agent, or employee 
of Landlord, disclosed or undisclosed, shall be subject to levy, execution or 
other enforcement procedure for the satisfaction of Tenant's claims under or 
with respect to this Lease, and no partner, officer, director, shareholder, 
agent or employee of Landlord shall be personally liable in any manner or to 
any extent under or in connection with this Lease.  If at any time the holder 
of Landlord's interests hereunder is a partnership or joint venture, a 
deficit in the capital account of any partner or joint venturer shall not be 
considered an asset of such partnership or joint venture.

     B.  Sale by Landlord:  In the event of a sale or conveyance of the 
Landlord's interest in the Premises, and so long as the successor in interest 
of Landlord expressly assumes all of Landlord's obligations under this Lease, 
Landlord shall thereafter be released from any further liability for any of 
the terms, convenants or conditions (express or implied) herein contained in 
favor of Tenant; and Tenant agrees thereafter to look solely to the successor 
in interest of Landlord for the performance of any of Landlord's obligations 
hereunder.  This Lease and Tenant's rights hereunder shall not be affected by 
any such sale or conveyance, and Tenant agrees to attorn to the successor in 
interest of such transferor.

25.1  HOLDOVER TENANCY:  If Tenant holds over after expiration of the Lease 
term, such tenancy shall be from month-to-month only at Landlord's sole, 
exclusive and conclusive election, and not a renewal hereof or an extension 
of any further term, and in such case rent shall be payable at the time 
specified in Paragraph 4.1 and in an amount to be determined by Landlord, but 
not less than 150% of all sums due and payable under this Lease for the last 
month of the Lease term, and such monthly rent may be increased upon thirty 
(30) days prior written notice to Tenant.  However, if Landlord has 
previously notified Tenant at least three (3) days prior to the expiration of 
the term of this Lease that Landlord shall not permit Tenant to hold over, 
then if Tenant holds over Tenant shall be considered a trespasser and 
Landlord may immediately file suit for unlawful detainer without further 
notice to Tenant.  If Landlord permits such holdover, then the month-to-month 
tenancy shall be subject to every other term, covenant, condition and 
agreement contained herein.  Further, if the Premises is not surrendered at 
the end of the Lease term, or any renewal or extension thereof, Tenant shall 
be responsible to Landlord for all damage which Landlord shall suffer by 
reason thereof, and Tenant shall indemnify, hold harmless and defend Landlord 
from all claims made by a successor tenant resulting from Landlord's delay in 
delivering possession of the Premises to such successor tenant.

26.1  NOTICES:  All notices which Landlord or Tenant may be required, or may 
desire, to serve on the other may be served personally, or by registered or 
certified mail, return receipt requested, postage prepaid, addressed to the 
Landlord at Landlord's address for notices described in Paragraph 1.1, 
subparagraph H or to Tenant at Tenant's address described in Paragraph 1.1, 
subparagraph H or from and after the commencement date, to the Tenant at the 
Premises whether or not Tenant has departed from, abandoned or vacated the 
Premises, or addressed to such other address or addresses as either Landlord 
or Tenant may from time to time designate to the other in writing.

27.1  GENERAL PROVISIONS:

     A.  Entire Agreement:  This Lease and the attached Addendum, if any, 
consisting of Articles 28.1 through 38.1, inclusive, contain all of the 
agreements and understandings relating to the leasing of the Premises and the 
obligations of Landlord and Tenant in connection with such leasing.  Landlord 
has not made, and Tenant is not relying upon, any warranties, or 
representations, promises or statements made by Landlord or any agent of 
Landlord, except as expressly set forth herein.  This Lease supersedes any 
and all prior agreements and understandings between Landlord and Tenant and 
alone expresses the agreement of the parties.

     B.  Amendments:  This Lease shall not be amended, changed or modified in 
any way unless in writing executed by Landlord and Tenant.  Landlord shall 
not have waived or released any of its rights hereunder unless in writing and 
executed by Landlord.

     C.  Successors:  Except as expressly provided herein, the Lease and the 
obligations of Landlord and Tenant shall bind and benefit the successors and 
assigns of each of the parties.

     D.  Force Majeure:  Neither Landlord nor Tenant shall incur any 
liability to the other, nor shall either Landlord or Tenant be responsible to 
the other for any failure to perform any of their respective obligations 
hereunder (except for Tenant's obligation to pay rent (as defined in Article 
4.1)).  If such failure is caused by reason of strike, other labor trouble, 
governmental rule, regulations, ordinance, statute or interpretation, or by 
fire, earthquake, civil commotion, or any and all other causes beyond the 
reasonable control of Landlord. The amount of time for Landlord to perform 
any of Landlord's obligations shall be extended for the amount of time 
Landlord is delayed in performing such obligation by reason of such force 
majeure occurrence.

     E.  Survival of Obligations:  Any obligations of Tenant accruing prior 
to the expiration of this Lease shall survive termination of the Lease, and 
Tenant shall promptly perform all such obligations whether or not the Lease 
term has expired.

     F.  Governing Law:  This Lease shall be governed by, and construed in 
accordance with, the laws of the State of California.

     G.  Severability:  In the event any provision of this Lease is found to 
be unenforceable, the remainder of this Lease shall not be affected, and any 
provision found to be invalid shall be enforced to the extent permitted by 
law.  The parties agree that in the event two different interpretations may 
be given to any provision hereunder, one of which will render the provision 
unenforceable, and one of which will render the provision enforceable, the 
interpretation rendering the provision enforceable shall be adopted.

     H.  Captions:  All captions, headings, titles and numerical references 
are for convenience only and shall have no effect on the interpretation of 
this Lease.

     I.  Construction:  Tenant acknowledges that it has read and reviewed 
this Lease and that it has had the opportunity to confer with counsel in the 
negotiation of this Lease. Accordingly, this Lease shall be construed neither 
for nor against Landlord or Tenant, but shall be given a reasonable 
interpretation in accordance with the meaning of its terms and the intent of 
the parties.

     J.  Independent Covenants:  Each covenant, agreement, obligation or 
other provision of this Lease to be performed by Tenant are separate and 
independent covenants of Tenant, and not dependent on any other provision of 
the Lease.

     K.  Number and Gender:  All terms and words used in this Lease, 
regardless of the number or gender in which they are used, shall be deemed to 
include the appropriate number and gender, as the context may require.

     L.  Time is of the Essence:  Time is of the essence of this Lease and 
the performance of all obligations hereunder.

     M.  Joint and Several Liability:  If Tenant comprises more than one 
person or entity, or if this Lease is guaranteed by any party, all such 
persons shall be jointly and severally liable for payment of rents and the 
performance of Tenant's obligations hereunder.  As to a Tenant which consists 
of husband and wife, the obligations shall extend individually to their sole 
and separate property as well as community property.

     N.  Attorneys' Fees:  If Tenant or Landlord shall bring any action for 
any relief against the other, declaratory or otherwise, arising out of this 
Lease, including, without limitation, any suit by Landlord for the recovery 
of rent or possession of the Premises, the losing party shall pay the 
successful party the court costs and reasonable attorneys' fees incurred 
therefor and such expenses shall be paid whether or not such action is 
prosecuted to judgment.  Should Landlord, without fault on Landlord's part, 
be made a party to any litigation instituted by Tenant or by any third party 
against Tenant, or by or against any person holding under or using the 
Premises by license of Tenant (for the purposes of this Paragraph the 
"Licensee"), or for the foreclosure of any lien for labor or material 
furnished to or for Tenant or any Licensee or otherwise arising out of or 
resulting from any act or transactions of Tenant or of any Licensee, and 
Tenant agrees and covenants to save and hold Landlord harmless from any 
judgment rendered against Landlord or the Premises or any part of either 
thereof, and to protect, defend and indemnify Landlord as to any and all 
costs and expenses, including attorneys' fees and court costs incurred by 
Landlord in or in connection with such litigation. See Article 31.1 of the 
Addendum.

     O.  Surrender of Lease:  The voluntary or other surrender of this Lease 
by Tenant, or a mutual cancellation thereof, shall not work a merger, and 
shall, at the option of the Landlord, terminate all or any existing subleases 
or subtenancies, or may, at the option of Landlord, operate as an assignment 
to it of any or all such subleases or subtenancies.

     P.  Tenant's Authority:  If Tenant is a corporation, each individual 
executing this Lease on behalf of said corporation represents and warrants 
that he or she is duly authorized to execute and deliver this Lease on behalf 
of said corporation in accordance with a duly adopted resolution of the Board 
of Directors of said corporation or in accordance with the By-Laws of said 
corporation, and that this Lease is binding upon said corporation in 
accordance with its terms; and at the time of execution of this Lease, Tenant 
shall, at Landlord's option, deliver to Landlord a certified copy of a 
resolution of the Board of Directors of said corporation authorizing or 
ratifying the execution of this Lease.  If Tenant is a partnership and less 
than all partners of the partnership execute this Lease, each individual 
executing this Lease on behalf of said partnership represents and warrants 
that he or she is 

duly authorized to execute and deliver this Lease on behalf of said 
partnership in accordance with the partnership agreement of said partnership.

     Q.  Brokerage:  Tenant covenants and represents that it has negotiated 
this Lease directly with the Landlord and has not acted by implication to 
authorize, nor has authorized, any real estate broker, finder or salesman to 
act for it in these negotiations other than the Broker (as defined in 
Paragraph 1.1, subparagraph K).  Tenant agrees to hold Landlord harmless from 
and to defend and indemnify Landlord against any and all claims, cost, 
liability and/or expense (including attorneys' fees and court costs) incurred 
by Landlord in connection any claim by any real estate broker or salesman or 
finder (other than the Broker) for a commission or finder's fee as a result 
of Tenant's entering into this Lease.  The provisions contained herein shall 
survive the termination of this Lease.

     R.  No Third Party Beneficiaries:  Unless otherwise expressly specified 
herein, no term, covenant, condition or provision of this Lease shall be 
construed to be for the benefit of any other third party or entity.

     S.  Exhibits:  The exhibits described in Paragraphs 1.1 and 2.1 are 
incorporated in the Lease by reference and made a part hereof as if fully set 
forth herein.

     T.  Offer to Lease:  The submission of this Lease to Tenant or its 
broker or other agent, does not consistute an offer to Tenant to lease the 
Premises.  The instruement shall have no force and effect until it is 
executed and delivered by Tenant to Landlord and executed by Landlord.

IN WITNESS WHEREOF, The parties hereto have executed this Lease as of the 
date stated below.

          LANDLORD                                   TENANT

CHARCOT CENTER JOINT VENTURE,                 ROCKSHOX, INC.,
a California general partnership              a California corporation

By: TRANSAMERICA REAL ESTATE
    MANAGEMENT CO.,
    Agent

By: /s/                                By:   
    -----------------------------          -------------------------------
Its:                                   Its:   
     ----------------------------            -----------------------------
Date:                                  Date:  
      ---------------------------            -----------------------------

By: /s/
    -----------------------------
Its:   
      ---------------------------
Date:  
      ---------------------------

                               ADDENDUM TO LEASE

     Addendum to that certain Lease (the "Lease") dated for reference 
purposes only as of May 1, 1994 by and between CHARCOT CENTER JOINT VENTURE, 
a California general partnership ("Landlord"), and ROCKSHOX, INC., a 
California corporation ("Tenant"), for premises commonly known as 401 Charcot 
Avenue, San Jose, California (the "Premises").

28.1  EARLY POSSESSION:  Paragraph B of Article 3.1 is hereby deleted in its 
entirety and replaced by the following: In the event the Premises are ready 
for occupancy prior to the Commencement Date, Tenant shall have the right to 
take possession of the Premises on such date as Landlord and Tenant shall 
agree, and the Commencement Date (and the obligation of Tenant to pay Rent) 
shall be advance on a day-by-day basis for each day occupancy has been 
advanced, the Expiration Date shall also be advanced by the same number of 
days, and Landlord and Tenant shall confirm the Commencement Date and the 
Expiration Date by a written amendment to the Lease.

29.1  REPAIR AND MAINTENANCE:  Article 6.1 is hereby deleted in its entirety 
and replaced by the following:

     A.  Landlord's Duty to Maintain the Premises:  Landlord shall have no 
responsibility to maintain the Premises, except that Landlord shall: (i) 
throughout the term of the Lease, repair as necessary the structural parts of 
the building and other improvements that are a part of the Premises, which 
structural parts include the foundations, exterior walls, subflooring and 
roof (the "Structural Elements")' (ii) throughout the term of the Lease, 
repair as necessary all electrical systems from the point of entry from the 
public right-of-way to the first switch gear panel, plumbing systems below 
the foundation, fire sprinkler systems, sewage systems below the foundation, 
and the heating, ventilation and air conditioning ("HVAC") systems (all of 
the foregoing systems collectively referred to as the "Building Systems")' 
and (iii) during the first ninety (90) days of the term of the Lease, make 
any repair necessary to the Premises which repair is not a duty or 
responsibility of Tenant included in items (x), (y) and (z) of Paragraph B 
below.

     B.  Tenant's Duty to Maintain the Premises:  Throughout term of the 
Lease, Tenant shall be responsible for the maintenance of the Premises 
excepting those duties allocated to Landlord pursuant to Paragraph A above.  
Tenant shall keep the Premises, including all improvements constructed by 
Tenant therein, in good, clean and sanitary order, condition and repair, 
including, without limitation, (i) the Tenant Improvements (as defined in the 
Work Letter and Construction Agreement attached hereto as EXHIBIT B); (ii) 
window frames, gutters and downspouts on the building and other improvements 
that are a part of the Premises; (iv) all glass, doors, and skylights; and 
(v) maintenance and resurfacing of the parking lot on the Premises as 
necessary and maintenance of all landscaping as necessary. Tenant shall as 
necessary, or when required by governmental authority, make modifications or 
replacements for any of the items 

specified in the preceding sentence.  Tenant also shall be responsible for 
(x) repairing any damage or deterioration to the Structural Elements, the 
Building Systems, or any other portion or component of the Premises which 
damage or deterioration is caused by the negligence or willful misconduct of 
Tenant and its agents, employees, or invitees, (y) entering into and paying 
he cost of any ongoing maintenance contracts necessary for the preservation 
and proper operation of the Building Systems (including, without limitation, 
a maintenance contract for the HVAC), and (z) the day-to-day maintenance of 
the Building Systems in the ordinary course of business including, without 
limitation, regular preventative maintenance and repairs necessitated by 
Tenant's use of the Premises.

     C.  Tenant's Waiver of Rights to Repair:  Tenant waives the right to 
make repairs at Landlord's expense under the provisions of any laws 
permitting repairs by a tenant at the expense of the landlord (including 
Sections 1941 and 1942 of the Civil Code of the State of California) because 
Landlord and Tenant have made specific provisions in this Lease for such 
repairs and have defined respective obligations relating thereto.

     D.  Landlord's Option to Make Neglected Repairs or to Maintain the 
Premises:  IF Tenant refuses or neglects to make repairs to and/or maintain 
the Premises or any part thereof as required by this Article 29.1 in a manner 
reasonably satisfactory to Landlord, Landlord shall have the right, but shall 
not be obligated, to enter upon the Premises or any part thereof and cause 
such repairs or maintenance to be made on behalf of and for the account of 
Tenant.  In such event, such work shall be paid for by Tenant as additional 
rent promptly upon demand, together with interest thereon at the Default Rate 
(as defined in Paragraph C of Article 19.1).

30.1  MINOR UNINSURED DAMAGE OR DESTRUCTION:  The following is added at the 
end of Paragraph A of Article 15.1: The foregoing notwithstanding, if, during 
the term, the building or other improvements located on the Premises are 
totally or partially destroyed from a risk not covered by Landlord's Property 
Insurance rendering the Premises totally or partially inaccessible or 
unusable, and the cost of repairing such destruction is $25,000.00 or less 
and can be completed under existing laws within 180 days after the date of 
destruction, such destruction shall not terminate the Lease however Landlord 
shall restore the building or other improvements located on the Premises to 
substantially the same condition as they were immediately before destruction.

31.1  LITIGATION EXPENSES:  The following is added at the end of Paragraph N 
of Article 27.1: The phrase "reasonable attorneys' fees" includes, without 
limitation, paralegals' fees and expenses, attorneys' consultants' fees and 
expenses, expert witnesses' fees and expenses, and all other expenses 
incurred by the prevailing party's attorneys in the course of their 
representation of the prevailing party in anticipation of and/or during the 
course of any litigation, whether or not otherwise recoverable as "attorneys' 
fees" or as "costs" under California law; and the same may be sought and 
awarded in accordance with California procedural law pertaining to an award 
of contractual attorneys' fees.

32.1  TENANT IMPROVEMENTS:  Landlord agrees to construct improvements at the 
Premises in accordance with the terms and conditions of the Work Letter and 
Construction Agreement attached to this Lease as EXHIBIT B.  Landlord also 
agrees, at its expense, on or before the Commencement Date: (i) to restripe 
the parking lot at the Premises and (ii) to restore the roof of the building 
at the Premises to a good, watertight condition.

33.1  RENTAL ABATEMENT:  During the Rental Abatement Period, which shall be 
from July 1, 1994 through August 31, 1994, so long as no Event of Default 
shall have occurred, Tenant shall not be required to pay Minimum Monthly Rent 
as specified in subparagraph C(i) of Article 1.1; provided, however, Tenant 
shall be required to pay all other Rent (as defined in Paragraph A of Article 
4.1) due under this Lease during the Rental Abatement Period.

34.1  RECAPTURE OF CONCESSIONS:  Landlord and Tenant agree that, in order to 
induce Tenant to enter into the Lease, Landlord has provided certain rental 
and other concessions to Tenant, which include without limitation the 
following, as may be further described in other provisions of this Lease: (i) 
the abatement of Minimum Monthly Rent during the Rental Abatement Period and 
(ii) the provision by Landlord of Landlord's Allowance (as defined in the 
Work Letter and Construction Agreement attached to the Lease as EXHIBIT B) 
(subparagraphs (i) and (ii) hereinafter referred to collectively as the 
"Concessions").  Landlord and Tenant further agree that a substantial and 
material portion of the consideration to Landlord for making the Concessions 
is the full and faithful performance by Tenant of each and every term and 
condition of this Lease, including, without limitation, the occupancy of the 
Premises and the payment of all Rent when due throughout the entirety of the 
Lease Term and any extension or renewal thereof.  Should Tenant fail to 
fulfill any of the terms and conditions of this Lease, Landlord will not have 
received the full intended consideration for this Lease.  Therefore, if 
Tenant fails to pay all or any portion of the Rent when due or otherwise 
defaults in the full and faithful performance of any other term or condition 
of this Lease at any time, and Landlord elects to exercise its right of 
termination as a result of such default, then Tenant shall pay, upon demand 
by Landlord, in addition to any other remedies of Landlord for Tenant's 
default, as reimbursement to Landlord of the Concessions, the sum of the 
following: (x) the amount of Minimum Monthly Rent allocable to the Rental 
Abatement Period which has expired; and (y) the total amount of Landlord's 
expenditures or contribution for Landlord's Allowance, multiplied by a 
fraction, the numerator of which shall be the number of months remaining in 
the Lease term after the date of the Event of Default and the denominator of 
which shall be the entire term of this Lease.  All such amounts shall be 
paid, together with interest thereon at the Default Rate from the date of the 
Event of Default until such amounts are paid to Landlord.

35.1  OPTION TO EXTEND:

     A.  Subject to the conditions of this Article 35.1, Tenant shall have 
the option to extend the term of this Lease (an "Option") for one (1) term of 
five (5) years (the "Option Term") on the all terms and conditions of 
Landlord's then standard form lease, except Minimum Monthly Rent which shall 
be as provided in subparagraph (c) below.  Tenant must exercise the Option by 
delivering to Landlord written notice of such exercise no earlier than one 
(1) year but 

no later than nine (9) months prior to the Expiration Date.  Once Tenant has 
timely and properly exercised the Option hereunder, Tenant may not 
subsequently withdraw its exercise.

     B.  The Option granted hereby is subject to the condition that both on 
the date of Tenant's exercise of such Option and on the commencement date of 
the Option Term, (i) no Event of Default has occurred, and (ii) Tenant is in 
possession of the entire Premises.  It is expressly understood and agreed 
that the Option granted hereby is nonassignable and may not be exercised by 
anyone, or in favor of anyone, other than the initial Tenant specified in the 
introductory paragraph on page 1 of this Lease.

     C.  The Minimum Monthly Rent during the Option Term shall be equal to 
ninety five percent (95%) of the then fair market rent for comparable space 
in the Northern San Jose area in comparable buildings as of the commencement 
of the Option Term, as Landlord and Tenant shall agree.  If Landlord and 
Tenant cannot agree as to such fair market rent within four (4) months of the 
end of the term of the Lease, then Landlord and Tenant shall each, within ten 
(10) days of the beginning of such four (4) month period, select a licensed 
real estate broker (the "Rent Brokers") with a minimum of five (5) years of 
commercial leasing experience in Santa Clara County to determine such fair 
market rent for the Premises.  If the Rent Brokers are unable to agree as to 
the fair market rent within thirty (30) days after the date of the 
appointment of the last of such Rent Brokers, then the Rent Brokers shall, 
within five (5) days of the end of the thirty-day period, mutually select a 
third licensed real estate broker (the "Arbitrator") who has the same 
qualification as the Rent Brokers.  Each Rent Broker shall submit to the 
Arbitrator his or her determination of the fair market rent for the Premises, 
including reasonable documentation supporting such determination, and the 
Arbitrator shall within thirty (30) days of his or her appointment decide 
which Rent Broker has most accurately determined the fair market rent, which 
decision shall be final and binding on both Landlord and Tenant.  Landlord 
and Tenant shall each pay their own Rent Broker's fees and costs, and shall 
each pay one-half (1/2) of the Arbitrator's fees and costs.

36.1  EXTERIOR STORAGE:  Paragraph A of Article 8.1 is hereby deleted in its 
entirety and replaced by the following:

Tenant may utilize any paved, fenced exterior areas on the Premises for 
storage of property reasonably suited for exterior storage, on the following 
terms and conditions: (i) such storage is in compliance with all applicable 
laws, ordinances, rules and regulations, (ii) such storage is permitted by 
any conditions, covenants and restrictions affecting the Premises, (iii) such 
storage does not, in Landlord's reasonable opinion, materially degrade the 
aesthetic appearance of the Property from the public right-of-way or from 
adjacent private property, and (iv) Tenant prepares and Landlord approves in 
writing, prior to Tenant's commencement of such storage, a reasonably 
detailed set of procedures for such storage (including without limitation an 
identification of the types of property to be stored and procedures for 
maintaining a clean and orderly appearance in any area used for such 
storage), Landlord's approval not to be unreasonably withheld or delayed.

37.1 HAZARDOUS MATERIALS:

     A.  GENERAL PROHIBITION; INDEMNIFICATION.  Neither Tenant nor Tenant's 
agents shall cause or permit any Hazardous Materials to be brought upon, 
stored, used, generated, released into the environment or disposed of on, in, 
under or about the Premises, without prior written consent of Landlord, which 
consent shall not be unreasonably withheld; provided, however, Landlord, in 
its reasonable discretion, may consent to Tenant's generation, storage or use 
of Hazardous Materials on or in the Premises, provided Tenant demonstrates to 
Landlord that such Hazardous Materials are necessary to or required as part 
of Tenant's business and will be generated, used, kept, stored and/or 
disposed of in a manner that complies with all laws regulating any such 
Hazardous Materials and with good business practices. Upon the expiration or 
sooner termination of this Lease, Tenant covenants to remove from the 
Premises, at its sole cost and expense, any and all Hazardous Materials 
brought upon, stored, used, generated or released into the environment by 
Tenant or Tenant's agents.  To the fullest extent permitted by law, Tenant 
hereby agrees to indemnify, defend, protect and hold harmless Landlord and 
Landlord's agents, and their respective successors and assigns, from any and 
all claims, judgments, damages, penalties, fines, costs, liabilities and 
losses (including, without limitation, loss or restriction on use of rentable 
space or of any amenity of the Premises and sums paid in settlement of claims 
reasonably approved by Tenant, and, reasonable attorneys' consultant and 
expert fees) which arise during or after the Term directly or indirectly from 
the presence of Hazardous Materials on, in or about the Premises which is 
caused or permitted by Tenant or Tenant's agents.  The foregoing 
indemnification by Tenant of Landlord and Landlord's representatives 
includes, without limitation, any and all costs incurred in connection with 
any investigation of site conditions or any clean up remedial, removal or 
restoration work required by any federal, state or local governmental agency 
or political subdivision because of the presence of such Hazardous Material 
in, on or about the Premises or the soil or groundwater on or under the 
Premises or any portion thereof during or after the Term which is caused or 
permitted by Tenant or Tenant's agents.  Tenant shall promptly notify 
Landlord of any release of Hazardous Materials in the Premises which Tenant 
or Tenant's agents becomes aware of during the Term of this Lease, whether 
caused by Tenant, Tenant's agents or any other persons or entities.

     As used in this Lease, the term "Hazardous Materials" shall mean and 
include any hazardous or toxic materials, substances or wastes including (a) 
those materials identified in Sections 66680 through 66685 and Sections 66693 
through 66740 of Title 22 of the California Administrative Code, Division 4, 
Chapter 30, as amended from time to time, (b) those materials defined in 
Section 25501(k) of the California Health and Safety Code, (c) any materials, 
substances or wastes which are toxic, ignitable, corrosive or reactive and 
which are regulated by any local governmental authority, any agency of the 
State of California or any agency of the United States Government, (d) 
asbestos, (e) petroleum and petroleum based products, (f) urea formaldehyde 
foam insulation, (g) polychlorinated byphenyls ("PCBs"), and (h) freon and 
other chlorofluorocarbons.

     B.  REPORTING REQUIREMENTS.  Tenant shall promptly notify Landlord of, 
and shall promptly provide Landlord with true, correct, complete and legible 
copies of, all of the following environmental items relating to the Premises 
which may be filed or prepared by or on behalf of, 

or delivered to or served upon, Tenant or Tenant's agents:  all orders, 
reports, notices, listings and correspondence of or concerning the release, 
investigation of, compliance, clean up, remedial and corrective actions, and 
abatement of Hazardous Materials which could have a material adverse effect 
on the Premises or the soil and groundwater thereunder, including, but not 
limited to, reports and notices required by or given pursuant to any 
applicable laws, and all complaints, pleadings and other legal documents 
filed against Tenant related to Tenant's or Tenant's agents' use, handling, 
storage or disposal of Hazardous Materials.  In the event of a release of any 
Hazardous Materials in, on or about the Premises, Tenant shall promptly 
provide Landlord with copies of all reports and correspondence with or from 
all governmental agencies or other authorities having jurisdiction relating 
to such release.

     C.  HAZARDOUS MATERIALS QUESTIONNAIRE.  Prior to the execution of this 
Lease, Tenant shall complete, execute and deliver to Landlord a Hazardous 
Materials Questionnaire (the "Hazardous Materials Questionnaire") in the form 
attached hereto as EXHIBIT C, and Tenant shall certify to Landlord all 
information contained in the Hazardous Materials Questionnaire as true and 
correct to the best of Tenant's knowledge and belief. The completed Hazardous 
Materials Questionnaire shall be deemed incorporated into this Lease for all 
purposes, and Landlord shall be entitled to rely fully on the information 
contained therein. Tenant shall disclose to Landlord in writing the names and 
amounts of all Hazardous Materials, or any combination thereof, which were 
stored, generated or used or disposed of on, in, under or about the Premises 
or which Tenant or Tenant's agents intend to store, generate, use or dispose 
of on, under or about the Premises other than as disclosed in the Hazardous 
Materials Questionnaire.  At Landlord's option, Tenant's disclosure 
obligations hereunder shall include a requirement that Tenant from time to 
time update, execute and deliver to Landlord the Hazardous Materials 
Questionnaire, as the same may be modified by Landlord from time to time.

     D.  RIGHT OF INSPECTION.  Landlord and Landlord's agents shall, at all 
reasonable times and upon reasonable notice, have the right, but not the 
obligation, to inspect, investigate, sample and/or monitor the Premises, 
including any soil, water, groundwater or other sampling, and any other 
testing, digging, drilling or analyses, at any time to determine whether 
Tenant is complying with the terms of this Article 37.1, and in connection 
therewith, Tenant shall provide Landlord with full access to all relevant 
facilities and personnel designated by Tenant (subject to the entry 
provisions of the Lease).  If Tenant is not in compliance with any of the 
provisions of this Article 37.1, Landlord and Landlord's agents and employees 
shall have the right, but not the obligation, without limitation upon any of 
Landlord's other rights and remedies under this Lease, to immediately enter 
upon the Premises and to discharge Tenant's obligations under this Article 
37.1 at Tenant's expense, notwithstanding any other provision of this Lease.  
Landlord and Landlord's agents and employees shall endeavor to minimize 
interference with Tenant's business but shall not be liable for any such 
interference.  All sums reasonably disbursed, deposited or incurred by 
Landlord in connection therewith, including, but not limited to, all costs, 
expenses and actual attorneys' fees, shall be due and payable by Tenant to 
Landlord, as an item of additional rent, on demand by Landlord, together with 
interest thereon at the maximum rate allowed by law from the date of such 
demand until paid by Tenant.

     E.  RIGHT TO PARTICIPATE.  Landlord, at Tenant's sole cost and expense, 
shall have the right, but not the obligation, to join and participate in any 
legal proceedings or actions initiated in connection with any claims or 
causes of action arising out of the storage, generation, use, transportation 
or disposal by Tenant or Tenant's agents, of Hazardous Materials in, on, 
under, from or about the Premises.  If the presence of any Hazardous 
Materials in, on or under the Premises caused or permitted by Tenant or 
Tenant's agents results in (i) injury to any person, or (ii) injury to or any 
contamination of the Premises, Tenant, at its sole cost and expense, shall 
promptly take all actions reasonably necessary to return the Premises to the 
condition existing prior to the introduction of such Hazardous Materials 
thereon.  Notwithstanding the foregoing, Tenant shall not, without Landlord's 
prior written consent (which consent shall  not be unreasonably withheld), 
take any remedial action in response to the presence of any Hazardous 
Materials in, on, under or about the Premises or enter into any settlement 
agreement, consent decree or other compromise with any governmental agency 
with respect to any Hazardous Materials claims; provided, however, Landlord's 
prior written consent shall not be necessary in the event that the presence 
of Hazardous Materials in, on, under or about the Premises (i) poses an 
immediate threat to the health, safety or welfare of any individual, or (ii) 
is of such a nature that an immediate remedial response is necessary and it 
is not possible to obtain Landlord's consent before taking such action.

     F.  SURRENDER.  Promptly upon the expiration or sooner termination of 
this Lease, Tenant shall represent to Landlord in writing that to Tenant's 
knowledge no Hazardous Materials exist in, on, under or about the Premises as 
a result of Tenant's activities during the Term other than as specifically 
identified to Landlord by Tenant in writing.  At any time within three (3) 
months of the expiration of the Term, or upon the occurrence of a default, 
Landlord may, upon reasonable cause to believe that Hazardous Materials exist 
in, on, under or about the Premises as a result of Tenant's activities or 
that Tenant otherwise has failed or will fail to comply with the terms of 
this Article 37.1, by notice to Tenant, commence and complete an 
environmental evaluation of the Premises.  If the environmental evaluation 
discloses the existence of Hazardous Materials in, on, under or about the 
Premises which are a result of Tenant's activities, Tenant shall reimburse 
Landlord for the cost of the environmental evaluation, and shall take all 
other actions necessary to ensure immediate compliance with this Article 37.1.

     G.  SURVIVAL.  The provisions of this Article 37.1, including, without 
limitation, the indemnification provisions set forth herein, shall survive 
any termination of this Lease.

38.1  EXHIBITS.  The following exhibits are attached hereto and are made a 
part of this Lease:

     Exhibit A - Description of Premises

     Exhibit B - Work Letter and Construction Agreement

     Exhibit C - Hazardous Materials Questionnaire

 

Basic Info X:

Name: LEASE
Type: Lease
Date: July 12, 1996
Company: ROCKSHOX INC
State: Delaware

Other info:

Date:

  • August 31 , 1999
  • Months 15
  • 083196
  • Months 27
  • 090196
  • 083197
  • 083199
  • last day
  • July 1 , 1978
  • thirty 30
  • May 1 , 1994
  • July 1 , 1994
  • August 31 , 1994

Organization:

  • Landlord Twenty Seven Thousand Eight Hundred Five
  • Tenant 's Public Liability Insurance
  • Three Million Dollars
  • California Real Estate Brokers License
  • C. Proration of Rental Amounts for Partial Months
  • Landlord 's Rent Insurance and Landlord 's Liability Insurance
  • Time for Payment
  • C. Plate Glass Insurance
  • Landlord 's Property Insurance
  • Landlord 's Election to Continue the Lease In Full Force
  • Bank of America N.T
  • Federal Reserve Bank of
  • Board of Directors
  • Third Party Beneficiaries
  • TRANSAMERICA REAL ESTATE MANAGEMENT CO.
  • CHARCOT CENTER JOINT VENTURE
  • C. Tenant 's Waiver of Rights
  • Civil Code of the State of California
  • Landlord of Landlord
  • Rental Abatement Period
  • Event of Default
  • United States Government
  • Tenant to Landlord

Location:

  • Paragraph 4.1
  • Tenant
  • San Francisco
  • Charcot Avenue
  • Northern San Jose
  • Santa Clara County
  • Landlord
  • California

Money:

  • $ 28,917.20
  • $ 30,029.40
  • $ 31,141.60
  • $ 27,805.00
  • $ 32,253.80
  • $ 3,000,000
  • $ 750.00
  • $ 25,000.00

Person:

  • J.R. Parrish

Percent:

  • 100 %
  • 75 %
  • four percent
  • 4 %
  • 1 %
  • 10 %
  • 150 %
  • five percent 95 %