EXHIBIT 10.45
FIRST AMENDMENT TO LEASE

THIS FIRST AMENDMENT TO LEASE is made and entered into April 12, 1995
by and between RIGGS NATIONAL BANK OF WASHINGTON, D.C. AS TRUSTEE OF THE MULTI-
EMPLOYER PROPERTY TRUST, A TRUST FORMED UNDER 12 C.F.R. SECTION 9.18
("LANDLORD"), AND TELCO SYSTEMS, INC., A DELAWARE CORPORATION ("Tenant").

RECITALS:
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A. Landlord's predecessor-in-interest, Pactel Properties, a California
Corporation, and Tenant entered into that certain Standard Triple Net
Industrial Lease dated May 3, 1990 (the "Original Lease"), covering certain
premises consisting of approximately 62,261 rentable square feet (the "Original
Premises") located in Building 10 in the project commonly known as Northport
Business Park ("Project") and more particularly known as 4305 Cushing Parkway,
Fremont, California (the "Original Building").

B. Tenant desires to expand its current operations and, in connection
therewith, Landlord and Tenant, subject to the terms and conditions contained
herein, have agreed as follows:

1. Landlord shall attempt to purchase approximately 7.58 acres of
real property located in the Project as more particularly described on EXHIBIT
A-1 attached hereto ("Underlying Real Property").

2. After acquisition of the Underlying Real Property, Landlord shall
construct a building on the Underlying Real Property of approximately 115,000
rentable square feet.

3. After acquisition of the Underlying Real Property and
construction of the new building, Tenant shall vacate the Original Premises and
occupy a portion of the new building consisting of approximately 85,000
rentable square feet as more particularly described on EXHIBIT B attached
hereto.

C. In connection with the transaction described above, Landlord and
Tenant desire to amend the Original Lease to, among other things, revise the
description of the premises, adjust the rent, extend the lease term, provide an
option for Tenant to terminate the Lease, provide a right of first refusal for
Tenant on certain additional space located within the new building, provide
Tenant an option to purchase, and to make other related changes as provided
below.

NOW, THEREFORE, for good and adequate consideration, receipt of which is
hereby acknowledged, Landlord and Tenant hereby amend the Original Lease and
agree as follows:

1. DEFINED TERMS. All capitalized terms used in this First Amendment
shall have the meanings given in the Original Lease, unless otherwise defined
herein or amended in the revised Schedule A - BASIC LEASE INFORMATION attached
hereto pursuant to Section 2 below. For purposes of this First Amendment, the
term "Lease" shall be defined herein to include the Original Lease and this
First Amendment.

1.A. EFFECTIVE DATE. Each provision of this First Amendment which
deletes, replaces, amends or revises any portion of the Original Lease, shall
not delete, replace amend or revise the Original Lease until the Effective Date
of this First Amendment, with the exception of Paragraph 3.2. DELAY IN
POSSESSION and Paragraph 47. EXPANSION OPTION/FIRST RIGHT OF REFUSAL (PRIOR TO
COMMENCEMENT DATE), both of which shall be effective upon execution hereof.
The "Effective Date" is defined as the earlier of either Tenant's occupancy of
the new building or the Commencement Date, as defined in Paragraph 4 of this
First Amendment. Notwithstanding the foregoing, this First Amendment shall be
in full force and effect and binding upon the parties immediately upon
execution.

1.B. DEFAULTS UNDER ORIGINAL LEASE. If, on the Effective Date, Tenant or
Landlord are in default under any term of the Original Lease, or there exists
any other dispute between Tenant and Landlord with respect to any right,
promise or obligation contained in the Original Lease, the terms of the
Original Lease in its unamended form, notwithstanding the changes contemplated
in this First Amendment, shall apply to such default and/or dispute.

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1.C. PARAGRAPH 1. DEFINITIONS. Paragraph 1.2. COMMENCEMENT DATE of the
Original Lease is hereby deleted in its entirety and replaced with the
following: Defined in Paragraph 3.1. TERM, herein.

2. SCHEDULE A - BASIC LEASE INFORMATION. SCHEDULE A - BASIC LEASE
INFORMATION, which is attached to the Original Lease, shall be deleted in its
entirety upon the Commencement Date and replaced with the revised SCHEDULE A -
BASIC LEASE INFORMATION attached to this First Amendment.

3. ACQUISITION OF UNDERLYING REAL PROPERTY. The parties hereby
acknowledge that in order to complete this transaction and construct the new
building described above, Landlord or an affiliate of Landlord must acquire the
Underlying Real Property from Calfront Associates ("Calfront").
Notwithstanding anything to the contrary contained herein, if Landlord or an
affiliate of Landlord fails for any reason to close escrow for its acquisition
of the Underlying Real Property from Calfront, this First Amendment, and the
terms and conditions contained herein, shall terminate and be of no further
force and effect and the Original Lease shall thereafter continue in full force
and effect without regard to the provisions of this First Amendment.

4. PARAGRAPH 3.1. TERM. Paragraph 3.1. TERM is hereby deleted in its
entirety and replaced with the following: This Lease shall be for the Term
specified in Schedule A, commencing on the Commencement Date. The Commencement
Date ("Commencement Date") shall occur on the later of (i) the Estimated
Commencement Date specified in Schedule A, or (ii) Substantial Completion (as
defined below) of Landlord's Work. The term Substantial Completion shall
mean the date on which the following have occurred: (x) substantial completion
of Landlord's Work in compliance with the approved Final Plans and
Specifications and substantial completion of the Building Shell in compliance
with the Building Specifications as defined in Exhibit D, and, in each case, in
compliance with applicable law and good practice in the construction industry,
excluding any changes approved by Landlord and/or Tenant or minor field changes
and excluding punch list items which do not prevent Tenant from using the
Premises for their intended use; (y) Landlord has delivered possession of the
Premises to Tenant; and (z) Landlord has delivered to Tenant a Notice of
Completion.

5. PARAGRAPH 3.2. DELAY IN POSSESSION. Paragraph 3.2 DELAY IN
POSSESSION is hereby deleted in its entirety and replaced with the following:
Notwithstanding the Estimated Commencement Date, if for any reason the
Commencement Date, as defined in Paragraph 6 of Exhibit D, does not occur on or
before October 1, 1995, Landlord shall not be subject to any liability
therefor, nor shall such failure affect the validity of this Lease or the
obligations of Tenant hereunder but in such case, Tenant shall not be obligated
to pay the new Base Monthly Rent as provided in the revised Schedule A attached
hereto and Additional Rent until the Commencement Date. Provided, however, if
Landlord shall not have delivered possession of the Premises within 120 days of
the Estimated Commencement Date, either Landlord or Tenant may, by notice in
writing to the other party within ten (10) days thereafter, cancel this Lease
effective as of the date of receipt of such notice (the "Termination Date"), in
which event the parties shall be discharged from all obligations hereunder;
provided that such 120 day period shall be subject to extensions for any delays
due to acts of God, strikes, fire, weather, casualty, war, acts of governmental
bodies, inability to obtain labor or materials or other causes beyond Landlord
s reasonable control and provided that Tenant's right to cancel this Lease
after such 120 day period shall be subject to extensions for Tenant Delays, as
defined in Paragraph 6 of Exhibit D. If the Commencement Date is delayed and
neither party elects to cancel this Lease, the Expiration Date shall be
automatically extended beyond the Estimated Commencement Date by the number of
days of such delay. Notwithstanding anything to the contrary contained herein,
if, upon Substantial Completion, Landlord delivers possession of the Premises
to Tenant after the Estimated Commencement Date except as the result of Tenant
Delays as defined in EXHIBIT D or force majeure, then commencing on the actual
Commencement Date, Tenant shall receive a free rent period during which Tenant
shall be relieved of its obligation to pay Base Monthly Rent under this Lease.
Such free rent period shall be equal to the number of days between the
Estimated Commencement Date and the actual Commencement Date.

6. ORIGINAL LEASE. Notwithstanding anything to the contrary herein,
the Term of the Original Lease shall continue in full force and effect with
respect to the Original Premises until the later of (i) fifteen (15) days after
the Commencement Date, or (ii) the date which is one hundred eighty (180) days
after the Termination Date, as set forth above. Following the original
Expiration

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Date of the Original Lease on September 23, 1995, the Original Lease shall
continue on the same terms and conditions as applied during the month of
August, 1995, except that Base Monthly Rent shall be $46,073.14.
Notwithstanding the above, upon the Commencement Date, Tenant's obligation to
pay Base Monthly Rent and Additional Rent for the Original Premises shall cease
unless Tenant holds over beyond the period described in subsection (i), above.

7. PARAGRAPH 3.3 EARLY POSSESSION. Paragraph 3.3 EARLY POSSESSION shall
be deleted in its entirety and replaced with the following: If Landlord, after
Substantial Completion, delivers possession of the Premises to Tenant prior to
the Estimated Commencement Date, such occupancy shall be subject to all
provisions of the Lease with the exception of payment of Base Monthly Rent,
which shall be payable commencing on the Commencement Date. Tenant's early
occupancy for the purposes of conducting business in the Premises shall not
advance the Commencement Date but shall extend the Expiration Date by a period
equal to the number of days of Tenant's possession prior to the Estimated
Commencement Date.

8. PARAGRAPH 4.3 OPERATING EXPENSES.

a. The following is hereby added to the end of Paragraph 4.3 (a):
Notwithstanding anything to the contrary contained herein, Additional Rent
pertaining to any Property Management fees, whether property management is
performed by Landlord or any third party, shall not exceed 3% of the total Base
Monthly Rent and Additional Rent payable by Tenant at anytime during the Lease.
Nothwithstanding the foregoing, Tenant shall have no obligation to perform or
to pay directly, or to reimburse Landlord for, all or any portion of the
following claims, losses, fees, charges, costs or expenses (collectively,
Costs"): (i) Costs to correct any construction defect in the Building or
Landlord's Work; (ii) Costs to respond to any claim of Hazardous Material
contamination or damage, to remove any Hazardous Material from the Building or
Underlying Real Property, and other Costs incurred in connection with any
Hazardous Material exposure or release, except to the extent caused by Tenant,
its agents, employees, invitees, contractors, customers, or any other
individual or entity related to or connected with Tenant (collectively, Tenant
s Agents"), to the extent any such Costs are caused by Tenant or Tenant s
Agents, such Costs shall be recoverable by Landlord pursuant to the indemnity
contained in Paragraph 7.1; (iii) Costs incurred to correct any damage or
destruction caused by fire, Act of God or other casualty, except as provided in
sections (x) and (y) below and in Paragraph 7. INDEMNITY; INSURANCE and
Paragraph 8. DAMAGE OR DESTRUCTION in the Lease; and (iv) Costs for annual
earthquake insurance premiums in excess of an amount equal to three times the
annual premium for Property insurance to be maintained pursuant to Paragraph
7.3 (b) of this Lease. Tenant shall not be obligated to pay any deductible or
co- insurance amounts in excess of the following: (x) with respect to the
property insurance to be maintained pursuant to Paragraph 7.3 (b) of the Lease,
any amount in excess of $50,000 per occurrence; and (y) with respect to
earthquake insurance carried pursuant to Paragraph 7.3 (c), such cost shall be
amortized over the useful life of the Building element or elements restored,
together with interest at the rate of ten percent (10%) per annum, and Tenant
shall pay an amount equal to the amortized amount with each payment of Base
Monthly Rent. In no event will the deductible amount for earthquake insurance
which is used to calculate the reimbursement amount described in the preceding
sentence exceed ten percent (10%) of the replacement cost of the Building.

b. The following is hereby added as Paragraph 4.3 (e): Not more
than once in any three (3) year period, Tenant shall have the right to request
from Landlord a list of vendors performing work for Landlord, the cost of which
is being passed on to Tenant in the form of Operating Expenses. Such list
shall also contain a breakdown of the costs incurred by Landlord for each
vendor listed thereon. Tenant shall notify Landlord in writing of such request
at least thirty (30) days prior to the end of any calendar year and Landlord
shall provide Tenant with such list at the same time as Landlord delivers to
Tenant Landlord's Expense Statement for such calendar year. If Tenant
determines that the work performed by any of the vendors on such list can be
performed by other reputable vendors at a lower cost, Tenant may suggest to
Landlord in writing the name of such other vendors and Landlord agrees to
discuss the selection of such vendors with Tenant. Notwithstanding the above,
Tenant acknowledges that the final decision with respect to choosing any vendor
shall rest solely with Landlord.

9. PARAGRAPH 5.2. COMPLIANCE WITH LAW AND RESTRICTIONS. The following
shall be added to the end of Paragraph 5.2 (a): Notwithstanding anything to
the contrary above, Tenant shall be required to comply with all covenants,
conditions and restrictions, insurance underwriter's requirements and laws,
except to the extent such compliance requires the investigation, remediation,
removal or clean-up of Hazardous Materials, unless the same were stored, used
or disposed of by

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Tenant or Tenant's Agents on or about the Premises, and except to the extent
such compliance requires the construction of capital improvements which would
be properly capitalized under generally accepted accounting principles.

10. PARAGRAPH 5.3. CONDITION OF PREMISES. The following shall be added
as section (c) to Paragraph 5.3. CONDITION OF PREMISES: Notwithstanding the
above, Landlord shall repair any construction defects which materially
interfere with Tenant's use of the Premises or prevents Tenant from using the
Premises for its intended purpose. Any such repair costs incurred by Landlord
shall not be passed throught to Tenant as Operating Expenses.

11. PARAGRAPH 5.4. HAZARDOUS SUBSTANCES. The following shall be added
after the word "permit" in the fifth and ninth lines of Paragraph 5.4.
HAZARDOUS SUBSTANCES: Tenant's Agents to cause or, to the extent commercially
possible, allow others to cause.

12. PARAGRAPH 6.2. TENANT'S OBLIGATIONS.

a. The following shall be added after the phrase "(unless Landlord has
elected to keep and maintain the HVAC systems" in the fourteenth line of
Paragraph 6.2 (a): and/or the roof surface.

b. The following shall be added to the end of Paragraph 6.2 (a): Tenant
shall have no responsibility to perform or construct, any repair, maintenance
or improvement to the Building, excluding Tenant's Work as described in Exhibit
D, or any alteration made by Tenant to the Premises: (i) occationed by fire,
acts of God or other casualty; (ii) required as a consequence of any violation
of covenants, conditions and restrictions, insurance underwriter's requirements
or applicable law, except as a result of any act of Tenant or Tenant's Agents;
(iii) which would properly be capitalized under generally accepted accounting
principles, unless required because of misuse by Tenant or a breach of Tenant s
obligations to maintain; (iv) which would require the investigation,
remediation, removal or clean-up of Hazardous Materials, unless the same were
stored, used or disposed of by Tenant or Tenant's Agents on or about the
Premises.

13. PARAGRAPH 6.3. ALTERATIONS. The following figure shall be deleted
from the first sentence of Paragraph 6.3. ALTERATIONS: $10,000; Such figure
shall be replaced with the following figure: $25,000.

14. PARAGRAPH 7.1. INDEMNITY. The last sentence of Paragraph 7.1.
INDEMNITY is hereby deleted in its entirety and replaced with the following:
Tenant, as a material part of the consideration to Landlord, hereby assumes all
risk of injury to Tenant's business, loss of income, damage to property or
injury to persons in, on or about the Premises arising from any cause other
than (i) Hazardous Materials existing in, on or about the Premises as of the
date hereof, or (ii) Hazardous Materials whose presence in, on or about the
Property is attributable to Landlord, its agents, employees or contractors.
Notwithstanding any other provision of this Lease, Tenant shall have no
responsibility to perform, or reimburse any cost related to, any investigation,
remediation, removal or clean up of Hazardous Materials, unless the same were
stored, used or disposed of by Tenant or Tenant's Agents in, on or about the
Property.

15. PARAGRAPH 7.3. LANDLORD'S INSURANCE. The following shall be added
after the phrase "Property Insurance covering loss or damage to the Building"
of Paragraph 7.3 (b): including the Landlord's Work.

16. PARAGRAPH 7.3. LANDLORD'S INSURANCE. The following shall be added
after the phrase "Notwithstanding the foregoing" of the second paragraph of
Paragraph 7.3 (c): provided Tenant occupies the entire Building.

17. PARAGRAPH 8.2. PARTIAL DAMAGE - INSURED LOSS. The following shall be
added after the phrase "damage to the Building" of the seventh line of
Paragraph 8.2. PARTIAL DAMAGE - INSURED LOSS: including Landlord's Work.

18. PARAGRAPH 8.3. PARTIAL DAMAGE - UNINSURED LOSS. The following shall
be added after the word "Premises" of the eighteenth line of Paragraph 8.3.
PARTIAL DAMAGE - UNINSURED LOSS: including Landlord's Work.

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19. PARAGRAPH 11.4. NOTICE OF ASSIGNMENT OR SUBLETTING. The second and
third sentences of Paragraph 11.4. NOTICE OF ASSIGNMENT OR SUBLETTING are
hereby replaced with the following: Landlord shall respond to Tenant's request
for consent within ten (10) business days of submission of all requested
information. For a period of ten (10) business days after such notice,
accompanied by all supporting documents, is given, Landlord shall have the
right by written notice to Tenant to terminate this Lease as of the date
specified in such notice, which date shall not be less than thirty (30) days
nor more than sixty (60) days after such notice is given. Notwithstanding the
foregoing, Landlord shall have no right to terminate this Lease as provided in
the preceding sentence if the proposed transferee is an Affiliate of Tenant, as
defined in Paragraph 11.2 of this Lease, provided that the Affiliate of Tenant
is of reasonable financial strength. Notwithstanding the previous sentence,
pursuant to Paragraph 11.2. TENANT AFFILIATE, Tenant shall remain primarily
liable to perform Tenant's obligations under this Lease.

20. PARAGRAPH 12. DEFAULTS; REMEDIES. Subsection (b) of Paragraph 12 is
hereby deleted in its entirety and replaced with the following: The failure by
Tenant to make any payment of Base Monthly Rent, Additional Rent, or any other
payment required to be made by Tenant hereunder, within three (3) business days
of the date on which it is due.

21. PARAGRAPH 14. REAL ESTATE BROKERS. The following shall be added to
the end of Paragraph 14. REAL ESTATE BROKERS: Landlord shall pay any
commission or other compensation due the brokers noted in Schedule A pursuant
to a separate written agreement.

22. PARAGRAPH 25. HOLDOVER. The phrase in the first sentence of Paragraph
25. HOLDOVER "twice the last Base Monthly Rent installment plus all" is hereby
deleted and replaced with the following: 150% of the last Base Monthly Rent
installment plus 100% of all.

23. PARAGRAPH 29. SUBORDINATION. The following is hereby added to the
end of Paragraph 29. SUBORDINATION: If a lender, upon acquisition by Landlord
of the Underlying Real Property or thereafter, requires that this Lease be
subordinate to any encumbrance created or recorded after the date of this
Lease, this Lease shall be subordinate to that encumbrance and Tenant agrees to
execute such reasonable documentation requested by such lender to effectuate
such subordination provided that Tenant obtains from such lender a written
agreement that provides substantially as follows:

"As long as Tenant is not in default under this Lease, following any
required notice and applicable grace periods, no foreclosure of, deed
given in lieu of foreclosure of, or sale under the encumbrance, shall
affect Tenant's rights under this Lease."

Tenant shall attorn to any purchaser at any foreclosure sale, or to any grantee
or transferee designated in any deed given in lieu of foreclosure which assumes
the obligations of Landlord hereunder in writing.

24. PARAGRAPH 32. SIGNS. The following is hereby added to the end of
Paragraph 32. SIGNS. Notwithstanding anything to the contrary contained herein,
Landlord shall provide, at its cost, monument signage for Tenant on Northport
Loop East. In addition, Tenant, at its cost, shall have the right to install a
large illuminated sign visible to I-880, provided that such sign (i) conforms
with the CC&R's for the Project, (ii) complies with the sign ordinances of the
City of Fremont and (iii) meets with Landlord's prior written approval, which
shall not be unreasonably withheld.

25. PARAGRAPH 43. EXHIBITS. Paragraph 43 is hereby deleted in its
entirety and replaced with the following: The following exhibits are attached
to this Lease and herein incorporated by reference: Exhibit A (Site Plan);
Exhibit A-1 (Underlying Real Property), Exhibit B (Premises); Exhibit C (Tenant
Estoppel Certificate); Exhibit D (Initial Improvements of Premises); Exhibit
D-1 (Building Specifications); Exhibit E (Rules and Regulations for Tenant s
Contractor(s)); Exhibit F (Plans and Specifications), a final set of which
shall be attached after final approval by Landlord and Tenant; Exhibit G
(Pension Plans); and Exhibit H (Rules and Regulations). Notwithstanding the
fact that Paragraph 43 of the Original Lease incorrectly referenced EXHIBIT C
as being Initial Improvements of Premises and EXHIBIT D as being "Rules and
Regulations," the Exhibits to the Original Lease are hereby deleted in their
entirety and replaced with EXHIBITS A through H attached hereto.

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25.A. PARAGRAPH 44. LENDER PROVISIONS. Paragraph 44 of the Original
Lease LENDER PROVISIONS is hereby deleted in its entirety and replaced with the
following:

PARAGRAPH 44. ERISA. With the exception of this Lease, neither the
Tenant nor any Tenant Affiliate is a tenant under a lease or any other tenancy
arrangement: (i) with: (a) The Riggs National Bank of Washington, D.C., as
Trustee of the Multi-Employer Property Trust; (b) the Multi-Employer Property
Trust; (c) The National Bank of Washington Multi-Employer Property Trust, the
previous name of the Multi-Employer Property Trust; (d) Alameda Industrial
Properties Joint Venture; (e) Harman International Business Campus Joint
Venture; (f) Beaverton-Redmond Tech Properties; (g) Corporate Drive Trust; (h)
Goldbelt Place Joint Venture; or (i) Boca 1515, a joint venture; or (ii)
involving any property in which the entities named in clauses (a), (b) or (c)
are known by the Tenant to have an ownership interest.

26. PARAGRAPH 45. EXTENSION OPTION. The following is hereby deleted from
section (b) of Paragraph 45. EXTENSION OPTION: Notwithstanding the above, the
Base Monthly Rent for the extension term shall in no event (be) less than the
Base Monthly Rent for the last month of the original lease term.

27. PARAGRAPH 46. OPTIONS. This paragraph in its entirety shall be
renumbered as Paragraph 50.

28. PARAGRAPH 46. TERMINATION OPTION. Tenant shall have the right to
terminate this Lease ("Option to Terminate") on the last day of the
eighty-fourth (84th) month after the Commencement Date ("Termination Date").
Tenant's Option to Terminate shall be exercisable only if (i) Tenant provides
Landlord with not less than twelve (12) nor more than eighteen (18) months
prior written notice of its intent to terminate and (ii) not less than thirty
(30) days prior to the Termination Date, Tenant pays to Landlord the
unamortized portion of the tenant improvements and the prorated portion of any
leasing commissions paid by Landlord in connection with this Lease
(collectively, "Termination Reimbursement"). In each case, the sums described
above will be amortized on a straight-line basis over the Term of the Lease,
without allowance for interest. Landlord shall provide Tenant with notice of
the amount of the preceding payments within sixty (60) days after the
Commencement Date, together with Landlord's calculation of the Termination
Reimbursement. If Tenant fails to provide Landlord with said written notice
and payment of the Termination Reimbursement in the time frame outlined above,
then Tenant's Option to Terminate shall be null and void and this Lease shall
continue in full force and effect.

29. PARAGRAPH 47. EXPANSION OPTION/FIRST RIGHT OF REFUSAL (PRIOR TO
COMMENCEMENT DATE). The following section is hereby added as Paragraph 47 of
the Lease: Anytime prior to the Commencement Date, Tenant shall have a
one-time right of first refusal ("Right of First Refusal") to lease the
adjacent approximately 30,000 square foot space ("Expansion Space") as shown on
EXHIBIT A. Upon receipt by Landlord of a bonafide offer from a third party to
lease the Expansion Space, which is acceptable to Landlord, Landlord shall give
Tenant written notice and evidence of such offer. Tenant shall have five (5)
business days from the date of such notice to provide Landlord written notice
of Tenant's election to exercise Tenant's Right of First Refusal. If Tenant
elects to exercise such Right of First Refusal, Landlord and Tenant shall enter
into an amendment of this Lease incorporating the Expansion Space into this
Lease and amending the terms of this Lease accordingly to reflect the addition
of the Expansion Space. The Expansion Space shall be incorporated into this
Lease on the same terms contained herein [including per square foot rent, term
(which shall be coterminous with this Lease) and tenant improvement costs. If
Landlord and Tenant are unable to execute a further amendment to this Lease,
mutually acceptable to both parties, incorporating the Expansion Space into the
Premises, after good faith efforts to negotiate such amendment within thirty
(30) days after Landlord's receipt of Tenant's notice to exercise or if Tenant
does not exercise such Right of First Refusal, Tenant's Right of First Refusal
shall terminate and be of no further force and effect. Tenant's Right of First
Refusal shall terminate and be of no further force and effect upon the earlier
of (i) the date that the Expansion Space is leased to any third party, or (ii)
the Commencement Date. Notwithstanding anything to the contrary contained in
this Paragraph, unless approved in writing by Tenant, Landlord shall not enter
into a lease of the Expansion Space longer than five (5) years with any third
party.

Anytime prior to the Commencement Date, Tenant shall have a one-time
option to lease ("Option to Expand") the adjacent approximately 30,000 square
foot space ("Expansion Space") as shown on EXHIBIT A. If Tenant elects to
exercise its Option to Expand, Tenant shall, prior to the

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Commencement Date, notify Landlord in writing of its election to exercise its
Option to Expand. Upon receipt by Landlord of written notice by Tenant to
exercise its Option to Expand, Landlord and Tenant shall enter into an
amendment of this Lease incorporating the Expansion Space into this Lease and
amending the terms of this Lease accordingly to reflect the addition of the
Expansion Space. The Expansion Space shall be incorporated into this Lease on
the same terms contained herein [including per square foot rent, term (which
shall be coterminous with this Lease) and tenant improvement costs]. If Tenant
does not exercise its Option to Expand prior to the Commencement Date or if
Landlord leases the Expansion Space to a third party, this Option to Expand
shall terminate and be of no further force and effect.

30. PARAGRAPH 48. EXPANSION/FIRST RIGHT OF REFUSAL (AFTER COMMENCEMENT
DATE). The following section is hereby added as Paragraph 48 of the Lease:
During the first six (6) months of the Term of the Lease, Tenant shall have a
one-time right of first refusal ("Right of First Refusal") to lease the
adjacent approximately 30,000 square foot space ("Expansion Space") as shown on
EXHIBIT A. Upon receipt by Landlord of a bonafide offer from a third party to
lease the Expansion Space, which is acceptable to Landlord ("Offer to Lease"),
Landlord shall give Tenant written notice of such offer and the economic terms
contained therein. Tenant shall have three (3) business days from the date of
such notice to provide Landlord written notice of Tenant's election to exercise
Tenant's Right of First Refusal. If Tenant elects to exercise such Right of
First Refusal, Tenant shall enter into a lease with Landlord for such expansion
space on the same economic terms (including rate and tenant improvement costs)
as contained in the Offer to Lease, except that (i) the term of the lease of
the Expansion Space shall be coterminous with the term of this Lease and (ii)
upon expiration of what would have been the original term of the lease for the
Expansion Space under the Offer to Lease accepted by Tenant, the base monthly
rent for the Expansion Space shall be adjusted to be equal on a square foot
basis with the Base Monthly Rent payable under this Lease and thereafter shall
be adjusted in accordance with the rent increases described on Schedule A
attached hereto. If, within thirty (30) days after Landlord's receipt of
Tenant's notice to exercise, Landlord and Tenant are unable to negotiate in
good faith a mutually acceptable amendment to this Lease incorporating the
Expansion Space into the Premises, or if Tenant does not exercise such Right of
First Refusal, Tenant's Right of First Refusal shall terminate and be of no
further force and effect. Tenant's Right of First Refusal shall terminate and
be of no further force and effect upon the earlier of (i) the date that the
Expansion Space is leased to any third party, or (ii) the first day of the
seventh (7th) month of the Term. Notwithstanding anything to the contrary
contained in this Paragraph, unless approved in writing by Tenant, Landlord
shall not enter into a lease of the Expansion Space longer than five (5) years
with any third party.

31. PARAGRAPH 49. OPTION TO PURCHASE. The following section is hereby
added as Paragraph 48 of the Lease: Tenant shall have a one-time option to
purchase the Premises, including all right, title and interest of Landlord in
the Underlying Real Property (collectively "Property"), free and clear of any
monetary liens or encumbrances except (i) any liens for then current property
taxes or supplemental taxes or (ii) any liens or other items caused to be of
record by Tenant anytime during the Term upon not less than nine (9) months
prior written notice to Landlord ("Option to Purchase"). The terms of the
Option to Purchase shall be as follows: The purchase price shall be calculated
by taking the "Blended Annual Income" over the term of the Lease and dividing
it by a capitalization rate of 8.375%. The Blended Annual Income shall be
defined as the annual effective Base Monthly Rent, or equivalent rent, due to
Landlord from all Leases in the building from the Commencement Date until the
Expiration Date of this Lease. The annual effective Base Monthly Rent, or
equivalent rent, shall be calculated in all instances on a net basis,
consistent with the terms of this Lease. In the event there is a vacancy at
the time Tenant exercises the Option to Purchase or there will be a vacancy
anytime during the Term of this Lease, then the Tenant's effective Base Monthly
Rent per square foot over the entire Term of the Lease shall be used to
determine the income from the vacant space for the period of vacancy. In the
event there is a lease of the Expansion Space, or a portion thereof, which
terminates prior to the expiration of this Lease, then for purposes of
calculating the purchase price, the Tenant's effective Base Monthly Rent per
square foot shall be used to determine the income from such space for that
period during which such space will be vacant. In addition, if the vacancy is
an unimproved space (shell condition), then the aggregate of (i) a $20.00 per
square foot tenant improvement allowance and (ii) all market leasing
commissions which would be necessary in an arm's length transaction, to lease
such vacant space shall be deducted from the purchase price.

Notwithstanding Tenant's Option to Purchase, Landlord shall have the right
to market the Property for sale at any time during the Term of this Lease
provided, however, Tenant shall have a right of first offer as follows: If
Landlord elects to market the property, Landlord shall notify Tenant

8
in writing, and Tenant shall have forty-five (45) days in which to notify
Landlord in writing of its decision to exercise the Option to Purchase in
accordance with the terms and conditions outlined above. If Tenant fails to
exercise its Option to Purchase, then Tenant shall not have the right to
exercise its Option to Purchase for a period of one (1) year beginning on the
date Landlord notifies Tenant of its intention to market the Property. If the
property is sold to an independent third party during such one (1) year period,
then Tenant's Option to Purchase shall terminate and be of no further force and
effect. If Landlord fails to sell the Property during such one (1) year
period, Tenant shall thereafter have the right to exercise its Option to
Purchase subject to the same condition concerning Landlord's right to market
contained herein.

Upon exercise of Tenant's Option to Purchase, Landlord and Tenant, for a
period of at least thirty (30) days, agree to negotiate in good faith a
purchase agreement for Tenant's acquisition of the Property from Landlord. If
Landlord and Tenant, after good faith efforts to negotiate a mutually
acceptable purchase agreement, are unable to execute a mutually acceptable
purchase agreement for Tenant's acquisition of the Underlying Real Property and
the Premises within thirty (30) days after Landlord's receipt of Tenant s
notice to exercise the Option to Purchase, Tenant's Option to Purchase shall
terminate and be of no further force and effect.

At the request of Tenant, Landlord shall deliver to Tenant a memorandum of
the Option to Purchase described herein in recordable form. It specifically is
the intent of the parties that upon expiration or termination of the Option to
Purchase without the Option to Purchase having been effectively exercised, or
termination of the Option to Purchase pursuant to this Lease or by mutual
agreement, Tenant shall have no further right to purchase the Property and no
other interest in the Property except as set forth in the Lease. If there
should at any time arise the need for a quitclaim deed or any other further
instrument to fully carry out this intent, Tenant covenants and agrees that it
shall, within five (5) days of any request therefor, duly execute, acknowledge
and deliver to Landlord such quitclaim deed or other further instrument or
instruments. The provisions of this section shall survive the termination of
this Lease.

32. PARAGRAPH 51. ANTI-DISCRIMINATION. The following is hereby added as
Paragraph 51. ANTI-DISCRIMINATION to the Lease: There shall be no
discrimination against or segregation of any person or group of persons, on
account of race, color, creed, religion, sex, marital status, national origin,
or ancestry, in the leasing, subleasing, transferring, use, occupancy, tenure
or enjoyment of the Premises, nor shall the Tenant, or any person claiming
under or through the Tenant, establish or permit any such practice or practices
of discrimination or segregation with reference to the selection, location,
number, use or occupancy of tenants, sublessees, subtenants, or vendees in the
Premises.

33. COUNTERPARTS. This First Amendment may be executed in any number of
counterparts, each of which shall be an original, but such counterparts shall
constitute one and the same instrument.

34. AUTHORITY. This First Amendment has been duly authorized and
executed on behalf of Tenant and Landlord and is valid, binding and enforceable
on both parties in accordance with its terms.

35. ORIGINAL LEASE. Except as amended hereby, the terms and conditions of
the Original Lease shall remain in full force and effect in accordance with its
terms.

9
LANDLORD:

RIGGS NATIONAL BANK OF WASHINGTON, D.C.
AS TRUSTEE OF THE MULTI-EMPLOYER PROPERTY TRUST,
A TRUST FORMED UNDER 12 C.F.R. SECTION 9.18

By: /s/ Judith A. Lucia
----------------------------------
Judith A. Lucia
Senior Trust Officer

TENANT:

TELCO SYSTEMS, INC.,
A DELAWARE CORPORATION

By: /s/ John C. Kempf
----------------------------------
John C. Kempf
Its: Vice President & Controller, NA
----------------------------------

10
SCHEDULE A

BASIC LEASE INFORMATION
-----------------------

PARAGRAPH
REFERENCE

Preamble LANDLORD: Riggs National Bank of Washington,
D.C. as Trustee of the Multi-Employer
Property Trust Northport Business
Park, a National Banking Association

Preamble TENANT: Telco Systems, Inc., a Delaware
Corporation

1.3 BUILDING: Building to be constructed on lots 7 and
8 of approximately 7.58 acres located on
Northport Loop East within the project
commonly known as Northport Business
Park, Fremont, California, as shown on
the site plan attached as Exhibit A,
subject to further revision.

1.4; 2.1 PREMISES: The approximately 85,000 rentable
square feet of the larger approximately
115,000 square foot building, as shown
on the space plan attached as Exhibit B,
subject to a final set of working draw-
ings to be provided at a later date.

1.5 NET RENTABLE AREA
OF PREMISES: Approximately 85,000 rentable square
feet.

1.6 TENANT'S PERCENTAGE
SHARE: 73.913, subject to change due to
revisions in Exhibits A and B.

1.7 ESTIMATED OPERATING
EXPENSES for
calendar 1995: To be determined

ESTIMATED REAL PROPERTY
TAX for calendar 1995: To be determined

3.1 TERM: 10 years, subject to the provisions
of Paragraph 46(A). TERMINATION
OPTION.

3.1 ESTIMATED
COMMENCEMENT DATE: Eleven Months following full execution of
this First Amendment to Lease and delivery
to the parties thereof.

3.1 ESTIMATED
EXPIRATION DATE: Ten years following the Estimated
Commencement Date referenced
above.

4.1 BASE MONTHLY RENT:

Monthly
Month of Term Base Rent
------------- ---------

1 through 36 $55,250.00
($.65 per rentable
sq. ft.)*
37 through 72 $61,880.00
($.728 per rentable
sq. ft.)*
73 through 108 $69,305.00
($.8154 per rentable
sq. ft.)*
109 through 120 $77,621.00
($.9132 per rentable
sq. ft.)*
<FN>

*Should the Net Rentable Area of Premises change,
the per rentable sq. ft. rate shall prevail to
determine a new Monthly Base Rent. Landlord
shall survey the Premises following substantial
completion thereof, using either Kier & Wright or
a surveyor reasonably approved by both parties
and, if such survey indicates that the area of
the Premises is more or less than 85,000 rentable
square feet, measuring from the mid-point of
exterior walls, but including areas below the
dripline in the main entrance and secondary
entrance, all terms of this Lease dependent on
the area of the Premises, including Base Monthly
Rent, the tenant improvement allowance, Security
Deposit, and Tenant's Proportionate Share shall
be adjusted, which adjustment shall be set forth
in a further amendment to the Lease.

20 SECURITY DEPOSIT: Upon substantial completion of
Landlord's Work, Tenant shall deposit
with Landlord an amount such that
the total Security Deposit shall
increase to $77,621.00.

5.1 PERMITTED USE: General office, research and develop-
ment, light assembly, engineering,
manufacturing, testing and warehousing.

5.2 CC&R s: Declaration of Covenants Running with
the Landlord, recorded July 5, 1983 as
Instrument No. 83-117850 by Cushing
Road Investors, a California limited
partnership.

Declaration of Covenants, Conditions
and Restrictions for Northport Business
Park, recorded September 1, 1983 as
Instrument No. 83-163024 by Northport
Associates, a California limited
partnership.

Declaration of Covenants, Conditions
and Restrictions for Northport Business
Park. Owner's Association recorded on
September 1, 1983 as Instrument No.
83-163025 by Northport Associates, a
California limited partnership.

14 TENANT'S BROKER,
IF ANY: Colliers Parrish International, Inc. and
Bishop Hawk Commercial Real Estate
Commission paid per separate agreement

22 LANDLORD'S ADDRESS
FOR NOTICES: Riggs National Bank of Wash. D.C.
c/o Trammell Crow Company
1241 East Hillsdale Blvd., Suite 200
Foster City, CA 94404

WITH COPY TO: Kennedy Associates
Real Estate Counsel, Inc.
2400 Financial Center Building
Seattle, WA 98161
Attn: Daniel Bockelmann

22 TENANT'S ADDRESS
FOR NOTICES:

prior to occupancy:
4305 Cushing Parkway
Fremont, CA 94538

after occupancy:
to the Premises

24 PARKING: 3.5 non-exclusive spaces per 1000
square feet leased.

45 EXTENSION OPTION: One 5-year option at 95% of fair market
rent with no less than 6 months prior
written notice.

46 TERMINATION OPTION: On the 84th month of the Lease with no
less than 12 months prior written notice.

47 EXPANSION FIRST RIGHT
OF REFUSAL: During the first 6 months of the
Lease with 3 business days notice.

48 PURCHASE OPTION: Any time during the Lease Term with
9 months prior written notice
notwithstanding Landlord's right to
market the property for sale.

EXHIBIT A

SITE PLAN

EXHIBIT A-1

UNDERLYING REAL PROPERTY

REAL PROPERTY in the City of Fremont, County of Alameda, State of California,
described as follows:

PARCEL ONE:
- -----------

Being a portion of Lot 7, and a portion of Lot 6, as shown upon the Map of
Tract 5048, recorded in Book 139, of Maps, at Pages 61 to 63, as described
in the Lot line adjustment recorded December 18, 1990, Series No. 90-329795,
Alameda County Records:

Being at the Southwest corner of said Lot 7, said point also being on the
Easterly right-of-way line of Northport Loop East (64 feet wide), as shown upon
said map;

Thence Northerly along the Westerly boundary line of said Lot 7, along a
curve concave to the Southwest (whose center point bears South 52 degrees 57
minutes 17 seconds West) having a radius of 532.00 feet, through a central
angle of 10 degrees 31 minutes 05 seconds, an arc length of 97.66 feet;

Thence continuing along said boundary line, North 47 degrees 33 minutes 48
seconds West, a distance of 161.39 feet;

Thence along a tangent curve concave to the Northeast having a radius of
468.00 feet, through a central angle of 31 degrees 39 minutes 22 seconds, an
arc length of 258.57 feet;

Thence along a compound curve concave to the East, having a radius of 40.00
feet, through a central angle of 3 degrees 54 minutes 05 seconds, an arc length
of 2.72 feet;

Thence departing said Westerly boundary line, North 58 degrees, 36 minutes 48
seconds East, a distance of 411.51 feet to a point on the Easterly boundary
line of said Tract No. 5048;

Thence along said Easterly boundary line, South 31 degrees 23 minutes 12
seconds East, a distance of 441.23 feet;

Thence continuing along said Easterly boundary line South 31 degrees 30
minutes 09 seconds East, a distance of 33.00 feet to the Southeastern corner
of said Lot 7;

Thence departing said Tract boundary line and along the Southerly line of
Lot 7, South 52 degrees 57 minutes 17 seconds West, a distance of 349.11 feet
to the point of beginning.

A.P. No. 525-1350-015-03

PARCEL TWO:
- -----------

Parcel A:
- ---------

Lot 8, Tract 5048, filed July 5, 1983, Map Book 139, Page 61, Alameda County
Records.

A.P. No. 525-1350-16

Parcel B:
- ---------

All of that land conveyed to the Northport Associates, a California limited
partnership, by Director's Deed Number DO-014525-02-01 recorded April 2, 1984,
Series No. 84-062947, Official Records of Alameda County; excepting therefrom
that portion of said Director's Deed conveyed to the City of Fremont by that
certain Deed recorded April 20, 1984, Series No. 84-077096, Official Records
of Alameda County, California.

A.P. No. 525-1350-2-2

EXHIBIT B

PREMISES

(TO BE ATTACHED)

EXHIBIT C

TENANT ESTOPPEL CERTIFICATE

TO: The Riggs National Bank of Washington, D.C., as Trustee of the
Multi-Employer Property Trust

c/o Kennedy Associates Real Estate Counsel, Inc.
2400 Financial Center Building
1215 Fourth Avenue
Seattle, Washington 98161

THIS IS TO CERTIFY:

1. That the undersigned is the Tenant under that certain Lease dated
____ ________, and, if applicable, amended on ______________, by and between
Riggs National Bank of Washington, D.C. As Trustee Of The Multi-Employer
Property Trust, A Trust Formed Under 12 C.F.R. section 9.18. ("Landlord"), and
the undersigned ("Tenant") covering those certain premises located as shown on
the drawing made part of the Lease (the "Premises").

2. That said Lease is in full force and effect and, except as
noted in Paragraph 1 above, has not been modified, changed, altered or
amended in any respect, and is the only lease or agreement between the
Tenant and the Landlord affecting the Premises.

3. To the best of Tenant's knowledge, the information set forth
below is true and correct:

(a) Square footage of the Premises: _________________________________
(b) Annual rent as of the Commencement of Lease: $___________________
(c) Current annual rent (if different than
at commencement): $______________________________________________
(d) Commencement date of Lease: ____________________________________
(e) Lease termination date: _________________________________________
(f) Rent paid to and including: ____________________________________
(g) Security deposit: $_____________________________________________
(h) Prepaid rent for and in amount of: $____________________________
(i) Free rent period: ________________ to ________________________
(j) Amount of current monthly escrow payment obligations with
respect to taxes, insurance, and Common Area Maintenance
charges under the Lease:

Taxes: $ _____________
Insurance: $ _____________
Common Area Maintenance Charges: $ _____________

(k) Dates through which Tenant has paid monthly escrow payments
and Common Area Maintenance charges:

Escrow Payment for Taxes: _______________
Escrow Payment for Insurance: _______________
Common Area Maintenance Charges: _______________

4. DELETE IF TENANT HAS NOT OCCUPIED THE PREMISES: Tenant now occupies
the Premises, accepts the Premises in their current condition subject only
to those punch list items listed in EXHIBIT A, if any, and is not aware of any
defect in the Premises except as described in EXHIBIT A, if any.

4. DELETE IF TENANT HAS OCCUPIED THE PREMISES: Tenant does not occupy
the Premises. The status of the plans and specifications for and the
construction of Tenant Improvements is described in EXHIBIT A. Tenant is
familiar with the Tenant Improvement work done to date and is not aware of
any defect in such work, except as described in EXHIBIT A.

5. No rent has been paid in the current month other than as
disclosed in Paragraph 3. No free rent or other concessions, benefits, or
inducements other than as specified in the Lease have been granted to Tenant
or undertaken by the Landlord.

6. Tenant has not been granted any renewal, expansion or purchase
options and has not been granted any rights of first refusal except as
disclosed in writing in the Lease.

7. Neither Tenant nor to the best of Tenant's knowledge, Landlord is
in breach of the Lease and there has not occurred any event, act,
omission or condition which by notice or lapse of time or both or otherwise,
will result in any breach by Tenant or to the best of Tenant's knowledge, by
Landlord. As of the date hereof and except as set forth in the Lease, the
undersigned is entitled to no credit, offset or deduction in rent. Tenant
knows of no liabilities or obligations of Landlord which have accrued but are
unsatisfied under the Lease as of the date of this Certificate.

8. To the best of Tenant's knowledge, there are no actions,
whether voluntary or otherwise, pending against the undersigned under the
bankruptcy laws or other laws for the relief of debtors of the United States or
any state thereof.

9. With the exception of this Lease and except as otherwise
disclosed in writing to Landlord, neither the Tenant nor any affiliate of the
Tenant is a tenant under a lease or any other tenancy arrangement (i) with (a)
The Riggs National Bank of Washington, D.C., as Trustee of the
Multi-Employer Property Trust; (b) the Multi-Employer Property Trust; (c)
The National Bank of Washington Multi-Employer Property Trust, the previous
name of the Multi-Employer Property Trust; (d) Alameda Industrial Properties
Joint Venture; (e) Harman International Business Campus Joint Venture; (f)
Beaverton-Redmond Tech Properties; (g) Corporate Drive Corporation as trustee
of the Corporate Drive Nominee Realty Trust; (h) Goldbelt Place Joint
Venture; or (i) Boca 1515, joint venture; or (ii) involving any property in
which the entities named in clauses (a), (b) or (c) are known by the Tenant
to have an ownership interest.

DATED this _________ day of ____________, 19_.

TENANT:

TELCO SYSTEMS, INC.,
A DELAWARE CORPORATION

By: _________________________

Name: _______________________
Its: ________________________

(Tenant to attach EXHIBIT A to Tenant Estoppel Certificate, LIST OF
DEFECTS, if necessary.)

EXHIBIT D

INITIAL IMPROVEMENTS OF PREMISES

1. LANDLORD'S WORK
---------------

1.1 Landlord, at its expense and through its general contractor,
shall construct the Building Shell and common areas as more particularly
described on Exhibit A, hereto attached. The scope of such construction
shall include: the Building shell, roof, all exterior windows and doors,
fire sprinklers at the roof line, skylights, utilities and services to the
Building exterior, all of which shall be built in accordance with the
building specifications attached hereto, as Exhibit D-1 ("Building
Specifications") and the parking lot, common areas and landscaping

1.2 Landlord, through its general contractor, shall furnish and
install within the Premises those items of general construction ("Landlord's
Work") shown on the plans and specifications finally approved by Landlord and
Tenant (the "Final Plans and Specifications"), in compliance with all
applicable codes and regulations.

2. COST OF LANDLORD'S WORK
-----------------------
2.1 As its contribution to the cost of Landlord's Work, Landlord
shall provide to Tenant a tenant improvement allowance of up to a maximum of
$1,700,000 (based on $20.00 per rentable square foot as specified in the
Lease) ("Tenant Improvement Allowance"). Tenant shall pay the cost of all
Landlord's Work which has been approved by Tenant as provided in Paragraphs
2.1 and 2.2 below subject to changes described in Paragraph 2.5, and which
exceeds the Tenant Improvement Allowance with the exception of those items
specified in 1.1 above, subject to the following: In the event Tenant
does not use the entire Tenant Improvement Allowance, Landlord shall refund
the remaining amount (not to exceed a total refund of $3.00 per square foot)
to Tenant over the Lease Term. Such refund shall take the form of a
reduction in Base Monthly Rent. In the event the tenant improvement costs
exceed the Tenant Improvement Allowance, Tenant shall have the option to
either pay for the improvements upon completion or have Landlord amortize
the overage amount (not to exceed a total of $3.00 per square foot) over the
Lease Term as additional Rent at an interest rate of 10%, annually. All
amounts over $23.00 per square foot shall be paid by Tenant as provided in
section 7.1, below.

2.2 After the parties have approved the Final Plans and
Specifications and prior to commencing Landlord's Work, Landlord shall select
not less than three (3) general contractors approved by Landlord to bid on
Landlord's Work. Landlord shall notify Tenant in writing of Landlord s
approved contractors. Within three (3) business days after receipt of
Landlord's list of approved contractors, Tenant shall submit to Landlord
the name of one (1) general contractor to bid on Landlord's Work, which
contractor and subcontractors shall use only union labor and shall be
signatory to an appropriate collective bargaining agreement of the AFL- CIO.
Landlord's three (3) approved contractors and Tenant's approved contractor
shall be defined herein collectively as "Approved Contractors".
Thereafter, Landlord shall solicit bids from the Approved Contractors. Upon
receipt of bids from all of the Approved Contractors, Landlord shall notify
Tenant and deliver to Tenant copies of all such bids. Within (10) business
days after Tenant's receipt of copies of the bids, Landlord and Tenant shall
mutually attempt to select the general contractor to perform Landlord's Work.
If Landlord and Tenant are unable to select a general contractor mutually
acceptable to both parties within such ten (10) day period, Tenant and
Landlord shall promptly consult with each other as necessary to (i) rebid
Landlord's Work, (ii) negotiate the cost of Landlord's Work or (iii)
redesign the Final Plans and Specifications to reduce the cost of
Landlord's Work. After the parties agree upon the appropriate course of
action, Landlord shall, if necessary, rebid Landlord's Work. Upon receipt of
the new bids, Landlord shall notify Tenant and deliver to Tenant copies of
all such new bids. Within ten (10) business days after Tenant's receipt of
copies of the new bids, Landlord and Tenant shall attempt to select a
general contractor mutually acceptable to both parties to perform Landlord's
Work. If Landlord and Tenant are unable to select a general contractor
mutually acceptable to both parties within such ten (10) day period, Landlord
shall select the general contractor from those contractors rebidding. Tenant
shall have no obligation to pay any portion of the cost of Landlord's Work
in excess of the amount approved as set forth in this Paragraph 2.2, plus
the costs of any change orders approved by Tenant or otherwise described in

Paragraph 2.5 below. As used herein, the term "cost of Landlord's Work" shall
mean those costs and expenses incurred by Landlord to construct Landlord's
Work, including, but not limited to:

(i) All costs paid to general contractors and subcontractors for
labor, material, permits, bonds and the like relating to the
interiors of the Premises.

(ii) Construction management costs not to exceed 5% of the cost
of Landlord's Work;

(iii) Architectural, engineering and other design fees, if any;

(iv) Plans, drawings and printing costs;

(v) Insurance premiums;

(vi) Cost of any reasonably required reports, surveys or studies;

(vii) the cost of utility connections, installation of utility
facilities and meters and user installation or hook-up fees;

(viii) Cost of labor, material and overhead for change orders
approved by Landlord in accordance with this Exhibit D and minor
field changes;

(ix) All governmental fees and development impact fees, including
fees for permits, charges and costs of obtaining governmental
approvals;

(x) Recording costs and filing fees; and

(xi) All other costs reasonably incurred by Landlord in connection
with construction of Landlord's Work, provided that no
compensation will be payable for any services rendered by
Landlord in connection with the performance of Landlord's Work,
except as expressly approved by Tenant in accordance with
Paragraph 2.1 and 2.2(ii) above.

The cost of constructing Landlord's Work shall not include the
following: (i) all costs and expenses relating to the items specified in
1.1, above; (ii) wages, labor and overhead for overtime and premium time; or
(iii) interest and fees for construction financing.

2.3 Landlord's obligation to perform Landlord's Work shall not
require Landlord to incur overtime costs and expenses and shall be subject to
unavoidable delays due to acts of God, governmental restrictions, strikes,
labor disturbances, shortages of material or supplies and any other cause or
even beyond Landlord's reasonable control.

2.4 Tenant shall promptly pay Landlord the excess of the cost
of Landlord's Work over the Tenant Improvement Allowance following the
Commencement Date and within twenty (20) days after receipt by Tenant of a
statement therefor.

2.5 It is understood and agreed by Tenant that any minor changes
from any plans and specifications that may be reasonably necessary during
construction of the Premises shall not affect, change or invalidate this
Lease and shall not require Tenant's consent. Any material changes to
the Final Plans and Specifications shall require Tenant's written
consent. Tenant shall attempt to approve or disapprove any changes to the
Final Plans and Specifications within 24 hours after receipt of any such
request from Landlord; provided, however, if Tenant fails to notify Landlord
within 72 hours after receipt of any such request from Landlord, Tenant shall
be deemed to have consented to such change.

3. PLANS AND SPECIFICATIONS
------------------------

3.1 Landlord, through its architect and engineer, shall furnish
all architectural and engineering plans and specifications ("Plans and
Specifications") required for the construction of Landlord's Work. Tenant,
at its own expense, shall within 20 days of the date of Lease execution
provide instructions to Landlord's architect and engineer sufficient to
enable Landlord's architect and engineer to complete Plans and Specifications.

3.2 All Plans and Specifications are subject to Tenant's and
Landlord's approval, which shall not be unreasonably withheld. Tenant shall
approve all Plans and Specifications, whether preliminary or Final, within 5
days of submission to Tenant by Landlord.

4. TENANT'S WORK
-------------

4.1 Any items or work not shown in the approved Final Plans
and Specifications, such as telephone service, furnishings or floor covering,
for which Tenant contracts separately (hereinafter "Tenant's Work"), shall
be subject to Landlord's policies and schedules and shall be conducted in
such a way as not to hinder, cause any disharmony with, or delay work in
the Building. Tenant's suppliers, contractors, workmen and mechanics
shall be subject to approval by Landlord, which shall not be unreasonably
withheld or delayed, prior to the commencement of their work and shall
be subject to Landlord's administrative control while performing their
work. Landlord shall coordinate with Tenant's representative the
scheduling of Tenant's Work. Prior to commencement of Landlord s
Work, Tenant shall notify Landlord with respect to any special
scheduling requirements of Tenant in connection with the installation of
Tenant's Work. If at any time any supplier, contractor, workman or
mechanic performing Tenant's Work hinders or delays any other work in the
Building or performs any work which may or does impair the quality, integrity
or performance of any portion of the Building, Tenant shall take all steps
necessary to bring an end to the delay or hindrance, and the contractor in
question shall not recommence Tenant's Work until reasonable steps have been
taken to avoid further delay or hindrance, provided that the parties
acknowledge that Tenant will be required to employ union labor, as defined
in Paragraph 2.2, herein, in performing Tenant's Work, with the exception of
labor hired for network cabling for personal and mainframe computer systems
and related items. Tenant shall reimburse Landlord for any repairs or
corrections of Landlord's Work or of Tenant's Work or of any portion of the
Building caused by or resulting from the work of any supplier, contractor,
workman or mechanic with whom Tenant contracts. Tenant shall bear the cost of
Landlord's expenses resulting from the performance of Tenant's Work,
including, without limitation, the cost of hoisting, cleaning, security,
administration and coordination by Landlord or Landlord's contractor.
Tenant shall reimburse Landlord for Landlord's reasonable costs for design
reviews and approvals and reviews of construction progress, and for the cost
of all utilities and the services provided by Landlord to or for the Premises
during the performance of Tenant's Work. Landlord shall provide access to
Tenant's suppliers, contractors, workmen and mechanics so as to achieve
timely completion and occupancy of the Premises. Tenant will have no less
than five (5) and no more that ten (10) business days access to the Premises
to install cable before drywall is installed.

5. [RESERVED]

6. COMPLETION DATE
---------------

6.1 Landlord shall, when construction progress so permits, notify
Tenant in advance of the approximate date on which Landlord's Work will be
substantially completed and will notify Tenant when Landlord's Work is in
fact substantially completed which latter notice shall constitute delivery
of possession of the Premises to Tenant. If any dispute shall arise as
to whether the Premises are substantially completed and ready for Tenant s
occupancy, a certificate furnished by an independent architect mutually
agreed by Landlord and Tenant certifying the date of substantial completion
shall be conclusive. If Landlord shall be delayed in substantially completing
said work as a result of any of the following ("Tenant Delays"):

(a) Tenant's failure to furnish complete and timely
instructions or approvals,

(b) Tenant's failure to formally approve (a) Schematic
Design by 12/13/94 and (b) Design Drawings by 1/12/95, provided that Tenant
has had at least five (5) business days to review each (a) and (b),

(d) Tenant's request for materials, finishes or installations
other than Landlord's Building standard except as expressly provided in
approved Plans and Specifications, or

(e) Hindrance or disruption of the work of Landlord s
contractor resulting from Tenant's Work,

then the Commencement Date under the Lease shall be advanced by the number of
days of such delay. Subject to the provisions above relating to delays in the
Estimated Commencement Date, Landlord will be responsible for delivering
the Premises (including building shell and Tenant Improvements as defined in
Exhibits A, B and D) to Tenant.

6.2 Except as expressly provided below or otherwise in the
Lease, failure of Landlord to deliver possession of the Premises within the
time and in the condition provided for in the Lease will not give rise to any
claim for damages by Tenant against Landlord or Landlord's contractor. If
Landlord fails to deliver the Premises in the condition as provided for
under this Lease, Landlord shall promptly correct any such deficiencies,
excluding any immaterial deficiencies which do not prevent Tenant from using
the Premises for their intended use. If Landlord fails to correct such
deficiencies within a reasonable time, Tenant may pursue its legal remedies
against Landlord.

7. PAYMENT
-------

7.1 Tenant shall pay to Landlord all amounts due from or payable
by Tenant under the terms of this Exhibit D within 20 days following
delivery of Landlord's invoice therefor following completion of Landlord s
Work, and the provisions of Section 4 of the Lease with respect to late
charges and interest on late payments shall apply as to interest payable on
amounts not paid within such period.

8. TIME PERIODS
------------

8.1 All time periods referred to in this Exhibit D shall be
computed on a calendar basis with no allowance for holidays, weekends or other
customs.

9. BASE BUILDING DESIGN
--------------------

9.1 Tenant may request changes to the Building Specifications
(as definedin Exhibit D-1). Landlord shall have no obligation to make
any such changes. If Landlord in its sole discretion shall agree to any
such change, Landlord shall prepare Plans and Specifications and obtain an
estimate of the cost for approval by Tenant. Tenant shall pay in advance
Landlord's estimate of any and all costs of such changes (including, without
limitation, the costs of labor, materials, equipment, supervision and a
management fee) subject to adjustment of costs upon completion.

EXHIBIT D-1

BUILDING SPECIFICATIONS

Location: Northport Business Park
Fremont, California

Building Size: Approximately 115,717 square feet
(50% office, 50% Manufacturing/Warehouse)

Acres: 7.59 acres

Code Compliance: The design will conform to all standards specified in the
1991 Uniform Building Code. In addition, the design will meet all other
local adjustments to this code.

Structural Design: As with code compliance, the structural design will meet all the
requirements of the 1991 Uniform Building Code. The structural
components of the building will include concrete tilt-up walls, a
glue-lam panelized roof system with internal shear walls and draft
curtains, as necessary. This design should meet or exceed all lender or
insurer requirements with regards to probable maximum loss (PML)
calculations.

ADA Compliance The project will meet all Title III provisions of the
Americans With Disabilities Act as published in the Federal Register on
July 26, 1991 . This section of the act deals with public accommodation
and commercial facilities.

Parking: 463 stalls (4/1,000 s.f.)

Construction Type: Type III-N, B2 occupancy

Wall Construction: Concrete panelized tilt-up system with tex coat paint at
exterior

Truck Docks: 4 12' x 12' dual purpose (dock & grade)
2 grade knock out panels

Clear Height: 18'-0" minimum clear to underside of structural
beams/joints

Floor Loads: Conventional spread footings, 5" thick 4,000 p.s.i.
concrete slab on grade with vapor barrier

Sprinkler System: Wet - roof system meeting all local building codes

Lighting: Exterior - High pressure sodium

Skylights: Standard warehouse skylights

Doors: Exterior entrance doors: anodized aluminum frame, tempered
glass per code; glazing to be light tint, non-reflective.
Exterior exit doors: 18 gauge steel man doors with hollow metal frames.

BUILDING SPECIFICATIONS - PAGE TWO

Exterior Office Windows: Aluminum sections with anodized finish, glass to be
reflective 1/4" plate, vertical joints to be butt glazed.

Utility Service: Utilities stubbed into building (sewer extended through
building) Electrical Service minimum 2000 Amps, 277/480 Volts, 3
Phase

Available to each tenant space:
Gas - 1 lb. pressure with separate meters
Electric - 277/480 volts, 3 phase
Water - 2 copper
Sewer - 4 PVC
Telephone - wiring within under-slab conduit

Driveway/Truck Area: 2.5" asphalt top course at parking areas
3.5" asphalt top course at traffic areas
4" asphalt base course
4" crushed stone sub-base
95% compacted subgrade

Landscaping: Rough grading (site to balance), vertical curbs and gutters
and driveway approaches and truck wells.
Deciduous trees, evergreen plantings, and low maintenance
ground cover with fully automatic sprinkler system. Walks will be of
concrete. An exterior patio area is also planned.

EXHIBIT E

RULES AND REGULATIONS
FOR TENANT'S CONTRACTOR(S)

1. Tenant's contractor will be responsible for making arrangements with
Landlord as to time for the use of Building and equipment such as
elevators and loading areas. The delivery of materials, equipment and
supplies to the Building or Premises must be coordinated with Landlord
at least two (2) business days prior to delivery. The Building
debris box is not to be used for waste produced by Tenant's contractor.

2. Tenant's contractor shall not interfere with the Landlord's contractor
and sub-trades in any way and will cooperate fully with same.

3. All Tenant's contractor's waste and debris must be removed from the
Premises and Building regularly and promptly. All combustible waste and
debris must be stored in a covered, fire-proof container prior to removal.

4. Tenant's contractor and sub-trades shall take all precautions to ensure
the security and the site condition of the Premises and Building in which
the work is being performed, including their own tools, equipment and
materials, and are responsible for any damage caused by employees and
sub-trades to any part of the Building or Premises.

5. (reserved)

6. (reserved)

7. Tenant's contractor shall remove and properly replace underfloor duct
access covers as required for Tenant's trades and services. Any damage to
underfloor duct access coverings shall be repaired or replaced by Tenant's
contractor to the satisfaction of Landlord.

8. Tenant's contractor must provide their own fire protection equipment,
have same on premises at all times and conform to any requirements of
Landlord or Landlord's contractor regarding fire protection.

9. Tenant's contractor shall carry out all work in compliance with all
Federal, State, County and City Building Codes and applicable Acts,
Ordinances and Statutes.

10. Tenant's contractor shall provide all their own protective devices
and coverings, so as to protect the Building finishes provided by
Landlord in the Building.

11. No attachments to or use of window frames and mullions, ceiling
systems, glass, ceiling frame or Building frame, will be permitted
without the expressed written consent of Landlord.

12. All Tenant's contractors, employees and trades must be confined to the
area in which work is being performed.

13. Tenant or Tenant's contractor shall carry builder's risk insurance with
limits of not less than the amount requested by Landlord, insurance
covering loss or damage to the work during the course of construction;
worker's compensation/employer's liability insurance covering all
employees of contractor and subcontractor. All such policies shall name
Landlord and Tenant as additional insureds. A certificate of insurance
must be provided to Landlord prior to commencement of work.

14. Any construction, alteration, maintenance, repair, replacement, removal
or decoration undertaken by Tenant's contractor shall be carried out in
a good, workmanlike, and prompt manner, shall comply with applicable
statutes, laws, ordinances, regulations, rules, orders and requirements
of the authorities having jurisdiction thereof, and shall be subject to
supervision by Landlord or its employees, agents, or contractors. All
construction shall be performed in a timely manner without delays or
interruptions.

15. Tenant's contractors shall not use excessive quantities of electricity
or water and shall not shut off any water, electricity, sprinkler
systems or other services without first obtaining Landlord's express
authorization.

EXHIBIT F

PLANS & SPECIFICATIONS

(TO BE ATTACHED)

EXHIBIT G

PENSION PLANS

Intentionally Blank

EXHIBIT H

RULES & REGULATIONS

1. Common Areas of the Facility shall not be obstructed by any of the
Tenants or used by them for any purpose other than for ingress to and
egress from their respective premises.

2. The Premises shall not be used for the storage of merchandise held for
sale to the general public or for lodging. No cooking shall be done or
permitted on the Premises (other than in cafeteria) except private use by
Tenant of Underwriters Laboratory approved equipment for brewing coffee, tea,
hot chocolate and similar beverages, and microwave oven for employee use
shall be permitted, provided that such use is in accordance with all
applicable Federal, state and municipal laws, codes and ordinances, rules and
regulations.

3. Tenant shall not occupy the Premises or permit any portion of the
Premises to be occupied for the manufacture or direct sale of liquor,
narcotics, or tobacco in any form.

4. No Tenant shall use or keep in the Premises or the Facility any
kerosene, gasoline or inflammable or combustible fluid or dangerous chemical
or radioactive substance or other dangerous material. No Tenant shall use any
method of heating or ventilation or air conditioning other than that supplied
by Landlord. No Tenant shall use or keep or permit to be used or kept any foul
or noxious gas or substance in the Premises, or permit or suffer the
Premises to be occupied or used in a manner offensive or objectionable to
Landlord or other occupants of the Facility by reason of noise, odors or
vibrations, or interfere in any way with other Tenants or those having business
at the Facility.

5. Tenant shall not use in the Premises any machines, other than standard
office machines such as typewriters, calculators, copying machines, personal
computers and similar machines, without the prior written approval of Landlord
with the exception of those types of machines currently in use by Tenant. All
office equipment and any other device of any electrical or mechanical nature
shall be placed by Tenant in the Premises in settings approved by Landlord,
so as to absorb or prevent any vibration, noise or annoyance.

6. Tenant is responsible for cleaning all windows, inside and out.

7. No animals or birds shall be brought to or kept in the Premises or
Facility.

8. The Tenant will keep all doors opening to the exterior of the Building,
all fire doors and all smoke doors closed at all time.

9. Tenant agrees that it shall comply with all reasonable fire and
security regulations that may be issued from time to time by Landlord and
upon request Tenant also shall provide Landlord with the name of a
designated responsible employee to represent Tenant in all manners pertaining
to such fire or security regulations.

10. Tenant will not place objects on window sills or otherwise obstruct
the exterior wall window covering.

11. Landlord shall have the right, exercisable without notice and
without liability to any tenant, to change the name or street address of
the Building. Without the written consent of Landlord, Tenant shall not
use the name of the Facility in connection with or in promoting or
advertising the business of Tenant except as Tenant's address.

12. These Rules and Regulations are in addition to, and shall not be
construed to in any way modify or amend, in whole or in part, the
agreements, covenants, conditions and provisions of the Lease.

13. Landlord reserves the right to make such other rules and regulations as in
its judgment may from time to time be needed for the safety, care and
cleanliness of the Facility and for the preservation of good order therein.

14. Landlord may waive any one or more of these Rules and Regulations for
the benefit of any particular Tenant or Tenants, but no such waiver by
Landlord shall be construed as a waiver of such Rules and Regulations in
favor of any other Tenants or Tenants, nor prevent Landlord from thereafter
enforcing any such Rules and Regulations against any or all Tenants of the
Facility.

15. Tenant shall be liable to Landlord and to each other Tenant of the
Facility for any loss, cost, expense, damage or liability, including attorneys
fees, caused or occasioned by the failure of Tenant to comply with these
rules, but Landlord shall have no liability for failure or for failing or
being unable to enforce compliance therewith by any Tenant and such failure
by Landlord of non-compliance by any other Tenant shall not be a ground for
termination by Tenant of the Lease to which these rules and regulations are
attached.

SECOND AMENDMENT TO LEASE

THIS SECOND AMENDMENT TO LEASE (the "Second Amendment") is made and
entered into MAY 8th, 1995 by and between RIGGS NATIONAL BANK OF WASHINGTON,
D.C. AS TRUSTEE OF THE MULTI-EMPLOYER PROPERTY TRUST, A TRUST FORMED UNDER 12
C.F.R. SECTION 9.18 ("Landlord"), and TELCO SYSTEMS, INC., A DELAWARE
CORPORATION ("Tenant").

RECITALS:
---------

A. Landlord's predecessor-in-interest, Pactel Properties, a
California Corporation, and Tenant entered into that certain Standard Triple
Net Industrial Lease dated May 3, 1990 (the " Original Lease"), covering
certain premises consisting of approximately 62,261 rentable square feet
(the "Original Premises") located in Building 10 in the project commonly
known as Northport Business Park ("Project") and more particularly known
as 4305 Cushing Parkway, Fremont, California (the "Original Building").

B. Landlord and Tenant entered into that certain First Amendment To
Lease, dated March 31, 1995 (the "First Amendment"), covering certain Premises
consisting of approximately 85,000 rentable square feet (the "Premises")
located in a building to be constructed of approximately 115,000 rentable
square feet (the "Building"), and more particularly described in the First
Amendment.

C. Pursuant to Paragraph 29 of the First Amendment, Tenant has exercized
its Option to Expand the Premises to include the entire Building.

D. In connection with Tenant's exercize of its Option to Expand,
Landlord and Tenant desire to amend the Lease to, among other things, revise
the description of the Premises, adjust the rent, provide an additional
Tenant Improvement Allowance, and to make other related changes as provided
below.

NOW, THEREFORE, for good and adequate consideration, receipt of
which is hereby acknowledged, Landlord and Tenant hereby amend the Lease
and agree as follows:

1. DEFINED TERMS. All capitalized terms used in this Second Amendment
shall have the meanings given in the Original Lease, unless otherwise
defined in the First Amendment or herein. For purposes of this Second
Amendment, the term Lease shall be defined herein to include the Original
Lease, the First Amendment, and this Second Amendment.

2. SCHEDULE A - BASIC LEASE INFORMATION. SCHEDULE A - BASIC
LEASE INFORMATION, which is attached to the First Amendment shall be
deleted in its entirely upon the Commencement Date and replaced with the
revised SCHEDULE A - BASIC LEASE INFORMATION attached to this Second
Amendment.

3. EXHIBIT A. SITE PLAN. The Site Plan attached to the First
Amendment as Exhibit A is hereby deleted in its entirely and replaced with the
revised Site Plan attached to this Second Amendment as Exhibit A.

4. EXHIBIT D. INITIAL IMPROVEMENTS OF PREMISES. The first
sentence of Paragraph 2.1 of EXHIBIT D. INITIAL IMPROVEMENT OF PREMISES is
hereby deleted and replaced with the following: As its contribution to the
cost of Landlord's Work, Landlord shall provide to Tenant a tenant improvement
allowance of up to a maximum of $2,314,340 (based upon $20.00 per rentable
square foot as specified in the Lease) ("Tenant Improvment Allowance").

5. PARAGRAPH 47. EXPANSION OPTION/FIRST RIGHT OF REFUSAL (PRIOR
TO COMMENCEMENT DATE). Paragraph 29 of the First Amendment is hereby deleted
in its entirety.

6. PARAGRAPH 48. EXPANSION/FIRST RIGHT OF REFUSAL (AFTER COMMENCEMENT
DATE). Paragraph 30 of the First Amendment is hereby deleted in its entirety.

7. AUTHORITY. This Second Amendment has been duly authorized and
executed on behalf of Tenant and Landlord and is valid, binding and
enforceable on both parties in accordance with its terms.

8. ORIGINAL LEASE. Except as amended hereby and in the First Amendment,
the terms and conditions of the Original Lease shall remain in full force and
effect in accordance with its terms.

LANDLORD:

RIGGS NATIONAL BANK OF WASHINGTON, D.C.
AS TRUSTEE OF THE MULTI-EMPLOYER PROPERTY TRUST,
A TRUST FORMED UNDER 12 C.F.R. SECTION 9.18

By: /s/ Judith A. Lucia
---------------------------------
Judith A. Lucia
Senior Trust Officer

TENANT:

TELCO SYSTEMS, INC.,
A DELAWARE CORPORATION

By: /s/ John C. Kempf
---------------------------------
John C. Kempf
Vice President - Controller

SCHEDULE A

BASIC LEASE INFORMATION
-----------------------

PARAGRAPH
REFERENCE

Preamble LANDLORD: Riggs National Bank of Washington,
D.C. as Trustee of the Multi-Employer
Property Trust Northport Business
Park, a National Banking Association

Preamble TENANT: Telco Systems, Inc., a Delaware
Corporation

1.4; 2.1 PREMISES: The approximately 115,717 rentable
square foot building, as shown
on the space plan attached as Exhibit B,
subject to a final set of working draw-
ings to be provided at a later date.

1.5 NET RENTABLE AREA
OF PREMISES: Approximately 115,717 rentable square
feet.

1.6 TENANT'S PERCENTAGE
SHARE: 100.00.

1.7 ESTIMATED OPERATING
EXPENSES for
calendar 1995: To be determined

ESTIMATED REAL PROPERTY
TAX for calendar 1995: To be determined

3.1 TERM: 10 years, subject to the provisions
of Paragraph 46(A). TERMINATION
OPTION.

3.1 ESTIMATED
COMMENCEMENT DATE: Eleven Months following full
execution of the First Amendment
to Lease and delivery to the parties
thereof.

3.1 ESTIMATED
EXPIRATION DATE: Ten years following the Estimated
Commencement Date referenced
above.

4.1 BASE MONTHLY RENT:

Monthly
Month of Term Base Rent
------------- ---------

1 through 36 $75,216.00
($.65 per rentable
sq. ft.)*
37 through 72 $84,242.00
($.728 per rentable
sq. ft.)*
73 through 108 $94,356.00
($.8154 per rentable
sq. ft.)*
109 through 120 $105,672.00
($.9132 per rentable
sq. ft.)*
<FN>

*Should the Net Rentable Area of Premises change,
the per rentable sq. ft. rate shall prevail to
determine a new Monthly Base Rent. Landlord
shall survey the Premises following substantial
completion thereof, using either Kier & Wright or
a surveyor reasonably approved by both parties
and, if such survey indicates that the area of
the Premises is more or less than 115,717
rentable square feet, measuring from the
mid-point of exterior walls, but including areas
below the "dripline" in the main entrance and
secondary entrance, all terms of this Lease
dependent on the area of the Premises, including
Base Monthly Rent, the tenant improvement
allowance, Security Deposit, and Tenant's
Proportionate Share shall be adjusted, which
adjustment shall be set forth in a further
amendment to the Lease.

20 SECURITY DEPOSIT: Upon substantial completion of
Landlord's Work, Tenant shall deposit
with Landlord an amount such that
the total Security Deposit shall
increase to $105,672.00.

5.1 PERMITTED USE: General office, research and develop-
ment, light assembly, engineering,
manufacturing, testing and warehousing.

5.2 CC&R's: Declaration of Covenants Running with
the Landlord, recorded July 5, 1983 as
Instrument No. 83-117850 by Cushing
Road Investors, a California limited
partnership.

Declaration of Covenants, Conditions
and Restrictions for Northport Business
Park, recorded September 1, 1983 as
Instrument No. 83-163024 by Northport
Associates, a California limited
partnership.

14 TENANT'S BROKER,
IF ANY: Colliers Parrish International, Inc. and
Bishop Hawk Commercial Real Estate
Commission paid per separate agreement

22 LANDLORD'S ADDRESS
FOR NOTICES: Riggs National Bank of Wash. D.C.
c/o Trammell Crow Company
1241 East Hillsdale Blvd., Suite 200
Foster City, CA 94404

WITH COPY TO: Kennedy Associates
Real Estate Counsel, Inc.
2400 Financial Center Building
Seattle, WA 98161
Attn: STEVE ROTHERT

22 TENANT'S ADDRESS
FOR NOTICES:

prior to occupancy:
4305 Cushing Parkway
Fremont, CA 94538

after occupancy:
to the Premises

24 PARKING: 3.5 non-exclusive spaces per 1000
square feet leased.

45 EXTENSION OPTION: One 5-year option at 95% of fair market
rent with no less than 6 months prior
written notice.

46 TERMINATION OPTION: On the 84th month of the Lease with no
less than 12 months prior written notice.

47 EXPANSION FIRST RIGHT
OF REFUSAL: Deleted.

48 PURCHASE OPTION: Any time during the Lease Term with
9 months prior written notice
notwithstanding Landlord's right to
market the property for sale.

EXHIBIT A

SITE PLAN