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                                                                   EXHIBIT 10.18










                               SUBLEASE AGREEMENT

                                     BETWEEN

                                   COHU, INC.,
                             A DELAWARE CORPORATION
                                   (SUBLESSOR)

                                       AND

                                 ANACOMP, INC.,
                             AN INDIANA CORPORATION
                                   (SUBTENANT)





                          DATED AS OF OCTOBER 27, 2000


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                               SUBLEASE AGREEMENT


        THIS SUBSUBLEASE AGREEMENT ("Sublease") is entered into and effective as
of October 27, 2000 (the "Effective Date"), between COHU, INC., A DELAWARE
CORPORATION ("Sublessor"), whose address is 5755 Kearny Villa Road, San Diego,
California 92123, and ANACOMP, INC., AN INDIANA CORPORATION ("Subtenant"), whose
address is 12365 Crosthwaite Circle, Poway, California 92064.

                                    RECITALS:

        This Sublease is made with reference to the following facts:

        A. As of the date of this Sublease, Subtenant occupies that certain real
property (the "Land") as more fully described in Exhibit "A" attached hereto,
which is improved with an industrial and office building containing
approximately 338,485 rentable square feet (the "Building"), together with all
related improvements to the Land and Building (the "Improvements"), located at
12365 Crosthwaite Circle, Poway, California 92064 (the Land, Improvements and
the Building being collectively referred to herein as the "Property"), pursuant
to that certain Amended and Restated Lease (the "BPP Lease") between Burnham
Pacific Properties, Inc., a Maryland corporation, as the Landlord thereunder
("BPP"), and Subtenant, as the Tenant thereunder.

        B. Prior to the date of this Sublease, Sublessor, through its
intermediary IPX Camelback, LLC, an Arizona limited liability company ("IPX" or
"Landlord"), entered into an agreement to purchase the Property from BPP and, as
of the date of this Sublease, is in escrow to complete that purchase. Upon
closing of that escrow, title to the Property will be conveyed to IPX and
ultimately to Sublessor.

        C. Sublessor will occupy a substantial portion of the Building following
Landlord's purchase of the Property. In order to accommodate that occupancy,
Subtenant has, concurrently herewith, entered into that certain Lease
Termination Agreement with BPP (the "BPP Lease Termination Agreement") dated
October 20, 2000 whereby Subtenant, subject to certain conditions, agrees to
terminate the BPP Lease upon the close of escrow of Landlord's purchase of the
Property.

        D. Concurrent with the close of escrow, IPX, as Landlord, and Sublessor,
as Tenant, will enter into that certain Lease, dated as of October 27, 2000 (the
"Master Lease"), pursuant to which Landlord will lease the Property to
Sublessor, a copy of which Master Lease is attached to this Sublease as
Attachment "1." This Sublease will not become effective unless and until: (i)
Landlord acquires title to the Property, (ii) Landlord and Sublessor enter into
the Master Lease, and the Master Lease becomes effective, and (iii) Landlord
delivers to Subtenant a fully executed Non-Disturbance Agreement in the form
attached to this Sublease as Exhibit "D" (the "Non-Disturbance Agreement")
whereby Landlord agrees, for itself and its assigns, to recognize Subtenant's
occupancy rights under the Sublease and not to disturb Subtenant's occupancy
rights



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under the Sublease, even following a termination of the Master Lease, so long as
Subtenant is not in default under this Sublease.

        E. Subtenant desires to continue to occupy a portion of the Building and
be entitled to use a portion of the parking and other Building facilities
located on the Property for a period following the termination of the BPP Lease.
Accordingly, one of the conditions to Subtenant's agreement to terminate the BPP
Lease is that Subtenant and Sublessor enter into a new Sublease agreement for
Subtenant's continued occupancy of a portion of the Building and the right to
use certain associated parking and Building facilities. This Sublease is
intended to satisfy that condition.

        F. Sublessor intends to acquire title to the Property from Landlord, at
which time, due to the merger of the Sublessor's rights under the Master Lease
with fee title ownership of the Property, the Master Lease will terminate by
operation of law. Notwithstanding the termination of the Master Lease at such
time, Sublessor and Subtenant hereby agree that this Sublease shall remain in
full force and effect as a direct lease between Sublessor, as landlord, and
Subtenant, as tenant, for the Premises on the terms and conditions contained
herein.

        G. Attached hereto as Exhibit "B" is a floor plan of the Building which
indicates, among other things, (i) the portions of the Building which are being
Subleased to Subtenant for its exclusive occupancy (the "Premises"), (ii) the
corridor areas in the Building which Subtenant may use to transit to and from
the Premises (the "Hallways"), and (iii) the Building facilities which Subtenant
may use in common with Sublessor (the "Common Areas"). Exhibit B is referred to
herein as the "Premises Site Plan".

        H. Attached hereto as Exhibit "C" is a site plan of the Property which
indicates, among other things, the portions of the parking lots located on the
Property which will be reserved for use by Subtenant and its employees and
invitees (the "Parking Areas").

        NOW, THEREFORE, it is agreed as follows:

        1. AGREEMENT TO SUBLEASE.

        Sublessor shall Sublease to Subtenant, and Subtenant shall rent, hire
and take of and from Sublessor, for the term and upon the terms, covenants and
conditions set forth in this Sublease, the Premises, together with an easement
over and through the Hallways and the right to use the Common Areas in common
with Sublessor, and the right to the exclusive use of the Parking Areas. The
Premises are anticipated to be approximately 60,000 rentable square feet in
size.

        Sublessor and Subtenant intend that this Sublease be considered a "full
service-net" Sublease. This means that Sublessor is responsible for providing
Subtenant and the Premises with all customary building operating services,
including, but without limitation, HVAC, electricity, gas, water and other
customary utilities, daily janitorial services, refuse collection and disposal,
building maintenance and repair, payment of Real Property Taxes and assessments,
and Property and general public liability insurance and Subtenant is responsible
for paying for a proportional share of those operating expenses as more fully
described below.



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        2. TERM; OCCUPANCY.

                2.1 Commencement Date. As used in this Sublease, the
"Commencement Date" shall be the date that (i) the BPP Lease is terminated
pursuant to the BPP Lease Termination Agreement, (ii) Landlord becomes the owner
of the Property, and (iii) Sublessor becomes the lessee of the Property from
Landlord pursuant to the Master Lease, all of which are currently scheduled to
occur on October 27, 2000.

                2.2 Term. Unless sooner terminated as provided herein
(including, without limitation, Section 3, below), the term of this Sublease
(the "Term") shall begin on the Commencement Date and shall end (i) on December
31, 2001, as to the portions of the Premises identified on the Premises Site
Plan as "Print Shop," "Data Center" and, subject to the provisions of Section
3.3 of this Sublease, "Clean Room" (and all rights to use the Common Areas and
Hallways adjacent thereto) (the "1-Year Term Expiration Date"), and (ii) on
December 31, 2002, as to the balance of the Premises (and all rights to use the
Common Areas, Hallways and Parking Areas )(the "Term Expiration Date").

                2.3 Transition from Existing Occupancy to Premises.

                        2.3.1 Subtenant currently occupies the entirety of the
Building pursuant to the BPP Lease. As of the Commencement Date, Subtenant will
be entitled to occupy the entire Building on the terms and conditions specified
in this Sublease. Those portions of the Building that are not part of the
Premises are referred to as the "Hold-Over Space."

                        2.3.2 Subtenant shall use and undertake its reasonable
best efforts to vacate all Hold-Over Space located on the 2nd floor of the
Building (the "2nd Floor Hold-Over Space") by November 30, 2000. Subtenant shall
deliver to Sublessor written notice when it Subtenant believes it has vacated
the 2nd Floor Hold-Over Space (provided that such notice shall not necessarily
be conclusive evidence that Subtenant has vacated such Hold-Over Space).

                        2.3.3 Subtenant and Sublessor shall mutually develop a
plan for Subtenant to vacate the remaining Hold-Over Space by a date that is as
soon after November 30, 2000, as is reasonably practicable, but in no event
later than January 31, 2001 (the "Hold-Over Vacancy Date"), taking into
consideration both (i) Sublessor's need to commence modifications and
alterations to the Building and consolidate Subtenant's continued occupancy of
Hold-Over Space, and (ii) Subtenant's need to maintain uninterrupted business
operations in the Building and achieve a smooth transition and relocation of
certain of its business functions to off-site locations. Subtenant shall deliver
to Sublessor written notice when it believes it has vacated the remaining
Hold-Over Space (provided that such notice shall not necessarily be conclusive
evidence that Subtenant has vacated such remaining Hold-Over Space).

                        2.3.4 So long as Subtenant is in possession of any part
of the Hold-Over Space, the Hold-Over Space shall be subject to the terms and
conditions of this Sublease. Subtenant shall be responsible for delivering the
Hold-Over Space that Subtenant vacates free of all debris, Hazardous Material,
as defined in Section 6.6.below, rubbish, furniture, equipment,



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freestanding cabinetwork, shelving, movable partitions, and other similar
articles of movable personal property owned by Subtenant.

                        2.3.5 In the event that Subtenant has not vacated the
Hold-Over Space by the Hold-Over Vacancy Date, in addition to the Monthly Rent
on the Premises payable pursuant to Section 4.1 of this Lease, and the continued
obligation to pay 100% of the Operating Expenses pursuant to Section 4.2 of this
Lease, Subtenant shall also pay to Sublessor, as additional rent, an amount
equal to fifty-four cents ($0.54) per rentable square foot of the Hold-Over
Space that Subtenant has not timely vacated until such time as such Hold-Over
Space is vacated by Subtenant, provided that the payment of such additional rent
shall not limit Sublessor's remedies for Subtenant's failure to timely vacate
the Hold-Over Space, including, without limitation, the right to prosecute an
action for unlawful detainer.

                2.4 Use of Cafeteria. There is a cafeteria facility located on
the 1st floor of the Building where indicated on the Premises Site Plan (the
"Cafeteria"). During the Term, Subtenant and Subtenant's employees shall have a
license, coupled with an interest, to use the Cafeteria, at no additional charge
other than the customary, non-discriminatory charges imposed by the Cafeteria on
its customers for food and beverages, and shall have the right to enter and
cross through the Hallways shown on the Premises Site Plan to access the
Cafeteria during prescribed time periods as agreed upon by Sublessor and
Subtenant. Notwithstanding, Sublessor may revoke such license to use the
Cafeteria if, in the exercise of Sublessor's reasonable judgment and discretion,
Sublessor determines that Subtenant's use of the Cafeteria is causing breaches
in Sublessor's security or otherwise resulting in violations of Sublessor's
security policies or procedures, provided that, prior to revoking such right,
Sublessor shall meet and confer with Subtenant to attempt to develop policies
and procedures for Subtenant's use of the Cafeteria which are designed to
ameliorate such security breaches or policy violations and which would permit
Subtenant's continued use of the Cafeteria.

                2.5 Use of Board Room and Conference Center. There is a Board of
Directors Meeting Room (the "Board Room") and a Conference Center (the
"Conference Center") located on the 2nd floor of the Building where indicated on
the Premises Site Plan. During the Term, Subtenant and Subtenant's employees
shall have a license, coupled with an interest, to pre-scheduled use of the
Board Room and Conference Center, at no additional charge, according to the
procedures described in this Section 2.5. Sublessor shall designate a person who
shall be responsible for maintaining a schedule for the use of the Board Room
and Conference Center. Subtenant shall notify Sublessor's representative of
Subtenant's desire to use either the Board Room or the Conference Center. Such
notice shall be given as far in advance of the date and time of such proposed
use as is reasonably possible. The facilities will be available on a first-come,
first-served basis and Sublessor shall make reasonable efforts to accommodate
Subtenant's use at the date and time proposed. Subtenant shall be entitled to
use the Board Room for up to 40 hours per month, and to use the Conference
Center for up to 40 hours per month. A schedule shall be maintained by
Sublessor's designated representative and a copy of that schedule shall be
delivered to Subtenant on a weekly basis and shall be made available for review
upon Subtenant's request.



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                2.6 Access to Elevators. During the Term, Subtenant and its
employees, contractors and invitees shall have a license, coupled with an
interest, to use the elevator which is located in the portion of the Building
that will be occupied by Sublessor where reflected on the Premises Site Plan,
and to enter the Building through the main entrance and cross through the
Building lobby and Hallways leading to the elevator, all to the extent necessary
to accommodate the needs of physically disabled persons to have access to the
Premises.

        3. EARLY TERMINATION RIGHTS.

                3.1 Sublessor shall have the right to terminate this Sublease
effective as of any date eighteen (18) months after the Commencement date, so
long as Sublessor has delivered to Subtenant written notice of such intent to
terminate on or before the date which is six (6) months prior to the proposed
early termination date.

                3.2 In the event Sublessor does not deliver its termination
notice in strict accordance with Section 3.1 above, such right of early
termination shall automatically become void and of no further force or effect.
Sublessor shall have no further right to terminate this Sublease (except as may
be otherwise provided in this Sublease), and this Sublease shall otherwise
continue in full force and effect.

                3.3 Either Sublessor or Subtenant shall have the right to
terminate this Sublease as to that portion of the Premises referred to herein as
the "Clean Room," provided that such termination shall not become effective
until ninety (90) days after delivery of notice of such termination by Sublessor
to Subtenant or Subtenant to Sublessor, as the case may be. In the event of such
a termination, the Rentable Area of the Premises shall be recalculated and the
Monthly Rent reduced accordingly.

        4. RENT.

                4.1 Monthly Rent. Subtenant has paid to BPP, as Sublessor under
the BPP Lease, the October 2000 monthly installment of Annual Rent (as defined
in Section 4 of the BPP Lease). On November 1, 2000, Subtenant shall pay
Sublessor as rent for the month of November an amount equal to $182,782, the
monthly installment of Annual Rent that would have been due on that date under
the BPP Lease. Commencing on December 1, 2000, Subtenant shall pay Sublessor a
monthly rent (the "Monthly Rent"), payable in advance on the first day of each
calendar month thereafter, in an amount equal to fifty-four cents ($0.54) per
rentable square foot of the Premises, as such Rentable Area is determined by a
measurement of the Premises to be conducted jointly by Sublessor and Subtenant
prior to the Commencement Date and which shall be made pursuant to the BOMA
Standard (as defined in Section 24.6 of this Sublease). As of the date of this
Sublease, the Rentable Area of the Premises is estimated at 60,000 square feet
and, based on that estimate, the Monthly Rent for the Premises is estimated to
be $32,400.00 per month. On or about the Commencement Date, Sublessor and
Subtenant shall jointly execute a written confirmation of (i) the Commencement
Date, (ii) the Term Expiration Dates for the 1-Year Term Area and the Premises
(iii) the final Rentable Area of the Premises, (iv) the final Monthly Rent, and
(v) the final "Subtenant's Share" (as defined in Section 4.2, below). The
rentable area of the Premises shall be revised, and the Monthly Rent shall be
reduced, to reflect



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the reduction in the rentable area of the Premises on the 1-Year Term Expiration
Date and upon any termination pursuant to Section 3.3, above.

                Monthly Rent, or any component thereof, for any period during
the Term which is less than a full calendar month, shall be a prorated portion
of the Monthly Rent, based on the actual number of days in the month in
question. Monthly Rent shall be paid in lawful money of the United States, to
Sublessor at the address set forth in the first paragraph of this Sublease, or
to any other person at any other place located in the United States as Sublessor
may designate to Subtenant in writing, so long as Subtenant shall be obligated
to make payments only to a single person or entity.

                4.2 Subtenant's Share of Operating Expenses. In addition to the
Monthly Rent required to be paid by Subtenant pursuant to Section 4.1, above,
and in consideration of the delivery by Sublessor of the services to the
Premises as and when required under this Sublease, (i) during the period from
the Commencement Date through the date Subtenant vacates the Hold-Over Space
(and delivery of the written notice of vacancy required under Section 2.3 of
this Sublease) or December 31, 2000, whichever is later (the "Modification
Date"), Subtenant shall be responsible for paying (A) one hundred percent (100%)
of all the Operating Expenses (as that term is defined in Section 4.3, below) of
the Property that are incurred during that period, and (B) Subtenant's Share of
any (1) Real Property Taxes (as defined in Section 11.2 of this Sublease), (2)
annual insurance premiums, and (ii) beginning as of the Modification Date, and
through the balance of the Term, Subtenant shall pay to Sublessor "Subtenant's
Share" (as such term is defined below) of the "Operating Expenses" of the
Property. "Subtenant's Share" of the Operating Expenses shall equal a percentage
equal to a fraction, the numerator of which is the final Rentable Area of the
Premises (as may be adjusted) and the denominator of which is 338,485 sq. ft. By
way of example only, if the final Rentable Area of the Premises is determined to
be 60,000 square feet, "Subtenant's Share" shall equal 17.73%. Subtenant's Share
shall be adjusted on the 1-Year Term Expiration Date and whenever there is
otherwise a change in the size of the Premises.

                4.3 Definition of Operating Expenses. As used in this Sublease,
the term "Operating Expenses" shall consist of all costs and expenses incurred
in connection with the operation of the Property, including the following: (a)
Real Property Taxes (as defined in Section 11.2 of this Sublease); (b) water and
sewer charges and the costs of electricity, HVAC and other utilities; (c) costs
of insurance obtained by Sublessor pursuant to this Sublease; (d) waste disposal
and janitorial services; (e) security; (f) supplies, materials, equipment and
tools to the extent used with respect to the Property; (g) repair and
maintenance of the elevators, HVAC, electrical service, plumbing and other
Building systems which deliver services to the entire Building (without
discrimination between Sublessor and Subtenant); (h) costs and expenses of
cleaning, refuse removal and similar items related to the Parking Areas.
Notwithstanding the foregoing, for purposes of this Sublease, Operating Expenses
shall not, include: (a) costs for which the Sublessor is reimbursed by any other
Subtenant or occupant of the Property or by insurance by its carrier or any
Subtenant's carrier or by anyone else; (b) rentals and other related expenses
incurred in leasing air conditioning systems, elevators or other equipment (c)
depreciation, interest and principal payments on mortgages or other debt costs,
if any, penalties and interest; (e) Sublessor's general corporate overhead and
general and



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administrative expenses; (f) amounts paid to any affiliate of Sublessor in
excess of commercially reasonable market rates; (g) costs reimbursed by the
proceeds of any insurance maintained or required under this Sublease to be
maintained by Sublessor, (h) Sublessor's income, franchise or similar taxes or
assessments not directly related to ownership of the Property, and (i) expenses
that are other than normal periodic operational or maintenance expenses (i.e.
the expense of replacing or installing items that would, under generally
accepted accounting principles, be characterized as capital improvements.

                4.4 Payment of Subtenant's Share of Operating Expenses. Within
thirty (30) days following the end of each month of the Term, beginning with
January 2001 (i.e. March 2, 2001), Sublessor shall deliver to Subtenant a
statement ("Operating Expense Statement") of the actual Operating Expenses
incurred by Sublessor during the month to which such Operating Expense Statement
relates. Subject to the provisions of Section 4.5, below, Subtenant shall pay
Subtenant's Share of the Operating Expenses reflected on the Operating Expense
Statement within thirty (30) days after receipt of the Operating Expense
Statement. Notwithstanding any other provisions of this Lease to the contrary,
Operating Expenses, or any component thereof, (i) incurred prior to the
Modification Date that relate to the operation of the Property for any period
after the Modification Date, including but not limited to semi-annual payments
of Property Taxes, shall be prorated between the period prior to the
Modification Date (for which Subtenant is 100% responsible) and the period after
the Modification Date (for which Subtenant is responsible to the extent of
Subtenant's Share), and (ii) incurred for any period during the Term that is
less than a full calendar month or quarter shall be a prorated portion of such
Operating Expenses based on the actual number of days in the month or quarter in
question. Operating Expenses shall be paid in lawful money of the United States
to Sublessor at the address set forth in the first paragraph of this Sublease,
or to any other person at any other place located in the United States as
Sublessor may designate to Subtenant in writing, so long as Subtenant shall be
obligated to make payments only to a single person or entity. The proration of
any payment of Operating Expenses t under this Section 4.4 will handled either
by (i) payment of the amount for which Tenant is responsible to Landlord, or
(ii) payment of the amount for which Landlord is responsible to Tenant, in
either case within thirty (30) days following determination of the prorated
amount.

                4.5 Inspection of Operating Expenses. Within the thirty (30) day
period following receipt of an Operating Expense Statement ("Review Period"),
Subtenant may, after reasonable notice to Sublessor and during normal business
hours, inspect at Sublessor's offices Sublessor's books and records that relate
to Operating Expenses for the period represented by any such Operating Expense
Statement, provided, that Subtenant shall maintain all information contained in
Sublessor's books and records in strict confidence. If after such inspection,
Subtenant disputes the Operating Expense Statement, a certification as to the
proper amount shall be made, at Subtenant's expense (except as provided below),
by an independent certified public accountant selected by Subtenant and
reasonably approved by Sublessor. Sublessor shall cooperate with Subtenant to
provide Subtenant with the information upon which the certification is based;
provided that if such certification proves that the Operating Expenses set forth
in such Operating Expense were overstated by more than five percent (5%), then
the reasonable cost of such certification shall be paid for by Sublessor.
Promptly following the parties' receipt of such



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certification, the parties shall make such appropriate payments or
reimbursements, as the case may be, to each other, as are determined to be owing
pursuant to such certification. In the event Subtenant has not challenged an
Operating Expense Statement within such thirty (30) day period, Subtenant shall
have no further right to inspect or challenge the accuracy of such Operating
Expense Statement.

                4.6 Sublease Year. As used in this Sublease, "Sublease Year"
means each consecutive twelve (12) month period from the Commencement Date. The
first Sub

                4.7 lease Year shall include any partial month between the
Commencement Date and first day of the first full calendar month thereafter.

                4.8 Interest and Late Charges. Subtenant hereby acknowledges
that the late payment by Subtenant to Sublessor of Monthly Rent and other sums
due hereunder will cause Sublessor to incur unanticipated costs, the exact
amount of which will be extremely difficult to ascertain. Such costs include,
but are not limited to, processing and accounting charges and late charges which
may be imposed on Sublessor by the terms of any mortgage, encumbrance or note
secured by the Land or the Premises. Therefore, if any monthly installment of
Monthly Rent or Operating Expenses due from Subtenant is not received within ten
(10) days after written notice from Sublessor of such delinquency, Subtenant
shall pay to Sublessor, in addition to the amount due, a charge ("Late Charge")
equal to interest on the delinquent amount at the rate of 10% per annum
calculated from the date the Monthly Rent or Operating Expenses payment was due
to the date such amounts are paid. The parties agree that the amount of such
Late Charge represents a fair and reasonable estimate of the costs and expenses
that will be incurred by Sublessor by reason of late payment by Subtenant.
Acceptance of such Late Charge by Sublessor shall in no event constitute a
waiver of Subtenant's default with respect to such delinquent amount, nor shall
such acceptance prevent Sublessor from exercising any of the other rights and
remedies granted hereunder or by law to Sublessor.

        5. USE.

                5.1 Permitted Use. Subtenant shall be entitled to use the
Premises for any lawful purpose; provided, however, that Subtenant's use shall
not violate that certain Declaration of Covenants, Conditions and Restrictions
for Parkway Business Centre recorded December 28, 1990, in the Official Records
of San Diego County, California as Document No. 1990-0690887.

                5.2 Compliance with Laws. Sublessor, at its sole cost and
expense, promptly shall comply with all laws, statutes, ordinances and
governmental rules and regulations now in force or which hereafter may be in
force, and with the requirements of the certificate of occupancy (or its
equivalent) for the Premises relating to or affecting the condition, use or
occupancy of the Premises. Notwithstanding the foregoing, if any governmental
agency requires any improvement or alteration to be made to the Premises, and
those improvements are specifically required because of a special use by
Subtenant, Subtenant shall make such required alterations and improvements at
its sole cost and expense. Subtenant shall comply with all directions of any
governmental authority having jurisdiction which shall by reason of the nature
of any special or unique use of the Premises by Subtenant, impose any duty upon
Subtenant or



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Sublessor with respect to the Premises or with respect to the use or occupation
thereof. Alterations or improvements required because of a "special use" by
Subtenant do not include alterations or improvements required because the
Improvements are occupied for general office, warehouse, industrial or
manufacturing purposes. However, Sublessor shall not be responsible for making
alterations or improvements to Subtenant's personal property or to any
Improvements which were installed by or paid for by Subtenant after the
Commencement Date.

                5.3 Prohibition Against Waste. Subtenant shall not keep, use or
maintain anything in or about the Premises which may be prohibited by or which
may cause a lapse of coverage of any insurance described in Section 9.4 and
covering the Premises. Subtenant shall not cause, maintain or permit anything to
be done in or about the Premises which would constitute a nuisance. Subtenant
shall not commit or allow to be committed any waste in or upon the Premises,
subject to Sublessor's obligations set forth in Section 7.4 below or elsewhere
in this Sublease. Subtenant's equipment shall not exceed the structural load
limitations set forth in the Building Schematic Designs which were referenced in
the BPP Lease.

        6. HAZARDOUS MATERIALS.

                6.1 Acts of Subtenant. Provided Subtenant complies with all
applicable environmental laws and regulations, Subtenant may use, keep and store
Hazardous Materials (as defined in Section 6.6 below) on the Premises. Subtenant
agrees that it shall comply, at its sole cost and expense, with all
environmental laws and regulations governing the use, maintenance or storage of
Hazardous Materials by Subtenant on the Premises. Should any governmental
authority having jurisdiction over the Premises require that a clean-up or
remediation be prepared or that a clean-up or any other remediation action be
undertaken because of any spills or discharges of Hazardous Materials at the
Premises by Subtenant, or its employees, agents or invitees, then Subtenant, at
Subtenant's own expense, shall prepare and submit the required plans and
financial assurances, and carry out the approved plans.

                6.2 Migration. Subtenant shall not be responsible for or liable
for any Hazardous Materials which migrate onto or beneath the Land or the
Premises, or which are otherwise disposed of on the Land or the Premises by
persons other than Subtenant or its employees, agents or invitees.

                6.3 Indemnification/Subtenant. Subtenant shall indemnify, defend
and hold Sublessor harmless from any and all claims, judgments, Damages (as
defined in Section 24.3 below), penalties, fines, costs, liabilities or losses
which arise during or after the Term as a result of any contamination caused by
Subtenant, its agents, employees or invitees. This indemnification of Sublessor
by Subtenant includes, without limitation, costs incurred in connection with any
investigation of site conditions or any cleanup, remedial, removal or
restoration work required by any federal, state or local governmental agency or
political subdivision because of any Hazardous Material present in the soil or
ground water on or under the Land, or the Premises and all costs incurred to
comply with the provisions of this Section 6.

                6.4 Indemnification/Sublessor. Sublessor shall indemnify, defend
and hold Subtenant harmless from any and all claims, judgments, Damages,
penalties, fines, costs,



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liabilities or losses as a result of any contamination existing prior to
Subtenant's original occupancy of the Premises pursuant to the BPP Lease and any
predecessor Subleases and any contamination caused by Sublessor, its agents,
employees or invitees. This indemnification of Subtenant by Sublessor includes,
without limitation, costs incurred in connection with any investigation of site
conditions or any cleanup, remedial, removal or restoration work costs incurred
to comply with the provisions of this Section 6, any diminution in the value of
Subtenant's subleasehold estate, Damages to any of Subtenant's personal
property, and any relocation and moving expenses Subtenant incurs in having to
obtain alternative premises.

                6.5 Trash and Refuse. Subtenant shall keep any trash, garbage,
waste or other refuse in sanitary containers on the Premises and Sublessor shall
regularly remove the same from the Premises. Sublessor shall keep all
incinerators, containers or other equipment used for the storage or disposal of
such matter in a clean and sanitary condition. Subtenant shall properly dispose
of all sanitary sewage and shall not use the sewage disposal system of the
Building (a) for the disposal of anything except sanitary sewage, or (b) in
excess of the amount permitted by any governmental entity.

                6.6 Hazardous Material Defined. As used herein, the term
"Hazardous Material" means any hazardous or toxic substance, material or waste
which is or becomes regulated by any local governmental authority, the State of
California or the United States Government. The term "Hazardous Material"
includes, without limitation, any material or substance which is (a) defined as
a "hazardous waste," "extremely hazardous waste" or "restricted hazardous waste"
under Sections 25115, 25117 or 25122.7, or listed pursuant to Section 25140, of
the California Health and Safety Code, Division 20, Chapter 6.5 (Hazardous Waste
Control Law); (b) defined as a "hazardous substance" under Section 25316 of the
California Health and safety Code, Division 20, Chapter 6.8
(Carpenter-Presley-Tanner Hazardous Substance Account Act); (c) defined as a
"hazardous material," "hazardous substance," or "hazardous waste" under Section
25501 of the California Health and Safety Code, Division 20, Chapter 6.95
(Hazardous Materials Release Response Plans and Inventory); (d) defined as a
"hazardous substance" under Section 25281 of the California Health and Safety
Code, Division 20, Chapter 6.7 (Underground Storage of Hazardous Substances; (e)
petroleum; (f) asbestos; (g) listed under Article 9 or defined as hazardous or
extremely hazardous pursuant to Article II of Title 22 of the California
Administrative Code, Division 4, Chapter 20; (h) designated as a "hazardous
substance" pursuant to Section 311 of the Federal Water Pollution Control Act
(33 U.S.C. Section 1317); (i) defined as a "hazardous waste" pursuant to Section
1004 of the Federal Resource Conservation and Recovery Act, 42 U.S.C. Section
6901 et seq. (42 U.S.C. Section 6903); or (j) defined as a "hazardous substance"
pursuant to Section 101 of the Comprehensive Environmental Response,
Compensation and Liability Act, 42 U.S.C. Section 9601 et seq. (42 U.S.C.
Section 9601).

        7. MODIFICATIONS, ALTERATIONS, MAINTENANCE AND REPAIRS.

                7.1 Modifications to Building to Accommodate Subtenant's
Occupancy. Except to the extent that there are Building and Premises
Modifications (as defined below) that will need to be made to the Premises, as
addressed in this Section 7.1, Subtenant accepts the Premises in their "AS IS"
condition. Notwithstanding the foregoing sentence, Sublessor and



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Subtenant acknowledge that it will be necessary to make certain Alterations (as
defined in Section 24.1, below) to the Building and the Premises in order to (i)
demise the Premises from the rest of the Building, (ii) permit Subtenant to
obtain a certificate of occupancy (or similar evidence of legal right to occupy)
for the Premises from the City of Poway and any other relevant governmental
authority, (iii) create a suitable exterior entrance to the Premises, and (iv)
bring the Building and the Premises into compliance with all applicable local,
state and federal zoning, building, occupancy and fire regulations, rules, laws,
statutes and ordinances, including, without limitation, the American's With
Disabilities Act and Title 24 ("Applicable Laws") (collectively "Building and
Premises Modifications"). Sublessor and Subtenant will mutually develop,
finalize and agree on the plans for such Building and Premises Modifications and
make the arrangements necessary to have those Building and Premises
Modifications made. Sublessor shall be responsible for the costs associated with
those Building and Premises Modifications necessary to cause the Building and
the Premises to comply with Applicable Laws. Subtenant shall be responsible for
the costs associated with Building and Premises Modifications related to (a) the
construction of any walls necessary to demise the Premises from the balance of
the Building, (b) creation of an exterior entrance to the Premises, (c) the
costs associated with, to the extent possible or economically feasible,
separating the existing phone system, data communications facilities, network
computer facilities and security system between Subtenant and Sublessor, and (d)
except to the extent provided in the preceding sentence, costs associated with
obtaining a certificate of occupancy (or similar evidence of legal right to
occupy) for the Premises. Subtenant shall be solely responsible, and shall pay,
for any other Alterations which it elects to make to the Premises, and any such
Alterations shall otherwise comply with the provisions of this Section 7.

                7.2 Alterations. Subtenant shall not make any Alteration (as
defined in Section 24.1 below) to the Premises except in accordance with the
provisions of this Section 7.

                        7.2.1 "Major Alteration" means any Alteration which
Subtenant elects to make (and which Sublessor is not otherwise required to make
pursuant to the terms of this Sublease) which affects either or both (a) the
exterior of the Building, or (b) any structural component of the Building,
specifically including any foundation or supporting or spanning beam or wall, or
(c) any Alteration, the estimated cost of which exceeds $50,000. In connection
with any Major Alteration, Subtenant shall comply with the following provisions:

                                (a) Subtenant shall make no Major Alterations
without Sublessor's prior written consent, which consent shall be granted or
withheld by Sublessor in its absolute discretion. All approved Major Alterations
shall be made at Subtenant's sole cost and expense.

                                (b) Construction of the Major Alterations shall
not be commenced until ten (10) days after Sublessor has received notice from
Subtenant setting forth the date on which the intended construction will begin
so that Sublessor can post an appropriate notice of nonresponsibility.



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                                (c) Subtenant shall procure all applicable
construction permits and authorizations required by law before commencement of
construction of any Alterations and deliver copies of such permits and
authorizations to Sublessor.

                                (d) All Alterations shall be performed in a good
and workmanlike manner and shall be completed with due diligence in accordance
with the plans, specifications and working drawings reasonably approved by
Sublessor and in compliance with all applicable Laws.

                                (e) During the period of any construction work
by Subtenant on the Premises, if requested by Sublessor, Subtenant shall
procure, or cause Subtenant's contractor to procure, at no expense to Sublessor,
builder's "all risk" insurance and worker's compensation insurance with an
insurance company satisfying the requirements set forth in Section 9.4.1 below.
Sublessor shall be named as an additional insureds under such "all risk"
liability policies and the insurance shall be kept in full force and effect
during the entire construction period, and copies of such policies or
certificates of insurance relating to such policies shall be furnished to
Sublessor prior to the commencement of such work.

                                (f) If the estimated cost of any Major
Alteration exceeds $250,000, Sublessor may require that Subtenant provide
Sublessor, at Subtenant's sole cost and expense, lien and completion bonds in
amounts and with sureties reasonably satisfactory to Sublessor to insure
Sublessor against any liability for mechanics' and materialmen's liens and to
insure completion of any Major Alteration. All such bonds to be obtained by
Subtenant shall be California private work bonds issued by an admitted corporate
surety reasonably acceptable to Sublessor. All bonds obtained by Subtenant shall
be recorded in accordance with California Civil Code Section 3235 et seq., or
any successor statute or law. Upon obtaining each bond required under this
Sublease, Subtenant promptly shall submit a copy thereof to Sublessor. Sublessor
may waive any or all of the foregoing requirements with respect to any Major
Alteration, but waiver on one occasion shall not constitute a waiver as to any
subsequent act or Major Alteration.

                        7.2.2 "Minor Alteration" means any Alteration which is
not a Major Alteration and which Subtenant elects to make (and which Sublessor
is not otherwise required to make pursuant to the terms of this Sublease).
Subtenant, at its sole cost and expense, shall have the right to make Minor
Alterations without Sublessor's consent, at any time and from time to time
during the Term. In connection with any Minor Alteration, Subtenant shall comply
with the following provisions:

                                (a) Subtenant shall give written notice to
Sublessor describing the general nature of the intended Minor Alteration at
least ten (10) days prior to commencement of construction so that Sublessor
shall have the opportunity to post an appropriate notice of nonresponsibility;
provided, however, that no notice to Sublessor shall be required if the
projected cost of the Minor Alteration is less than $50,000 and does not require
the issuance of a building permit.



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   14

                                (b) Any Minor Alterations shall be prosecuted
with due diligence, without unreasonable interruption or cessation, and
completed in a good and workmanlike manner, in compliance with all Laws.

                        7.2.3 Subtenant may place a communication device (such
as a satellite dish) on the roof of the Building, subject to governmental
approval, at any time during the Term. Such device shall be subject to Section
7.2 above and shall, for purposes thereof, be deemed to constitute a Minor
Alteration. Subtenant shall maintain such device in good condition, appearance
and repair and in compliance with applicable law. Upon the expiration or sooner
termination of this Sublease, Subtenant shall remove such device. Subtenant
shall be responsible for all costs relating to such device including, without
limitation, costs of acquisition, installation, removal, maintenance and repair
(of such device and any damage to any portion of the Building resulting from
such device or the installation or removal thereof), and legal compliance.

                7.3 Removal of Alterations, Restoration. Any Alterations to the
Premises shall remain on and be surrendered with the Premises and title thereto
shall vest in Sublessor upon expiration or termination of the Term, in the same
condition as and when constructed, ordinary wear and tear excepted.

                7.4 Maintenance and Repair. Sublessor, at its sole cost and
expense (subject to the provisions of Section 4.2 of this Sublease), shall
regularly maintain and promptly make all repairs required to keep the Building
and Premises in good condition, appearance and repair, ordinary wear and tear
excepted, throughout the Term of this Sublease, including providing or arranging
daily janitorial service to the Premises of the same level and quality as are
provided to the balance of the Building.

                7.5 Computer and Network Facilities. During the Term of this
Sublease, Subtenant and Sublessor will be operating separate computer networking
facilities located in rooms adjacent to each other on the 1st floor of the
Building where indicated on the Premises Site Plan. During the Term of this
Sublease, Subtenant shall, at its expense, provide the same "enhanced" level of
air conditioning to the computer network facility operated by Sublessor as it
provides to the computer network facility operated by Subtenant. In addition,
the Building contains additional computer network system-related facilities
referred to as "Network Closets." These Network Closets are identified on the
Premises Site Plan and contain equipment used to operate Subtenant's and
Sublessor's computer network systems in the Building (the "Network Equipment").
During the Term, Subtenant and Sublessor may enter into an agreement pursuant to
which Subtenant will sell the Network Equipment to Sublessor. Should such an
agreement not be entered into during the Term, however, Subtenant shall not
remove such Network Equipment without first delivering Sublessor at least
fourteen (14) days advance written notice of its intent to remove such equipment
and Subtenant shall permit Sublessor or Sublessor's representatives (i) to be
present when such Network Equipment is removed and (ii) to take such reasonable
steps as Sublessor may request to avoid interference with or damage to
Sublessor's computer network system which might result from such removal.

        8. LIENS.



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                8.1 Payment of Liens. During the Term, and except for work which
is the responsibility of Sublessor under this Sublease, Subtenant shall pay for,
or cause to be paid for, all labor done or materials furnished for any work of
construction, repair, maintenance or Alterations done by or for Subtenant in,
upon or about the Premises, and shall keep and hold the Land and all
improvements placed thereon free, clear and harmless of, from and against all
liens arising by reason of labor done or materials furnished in connection with
any construction work performed in, upon or about the Premises at the request or
direction of Subtenant, its employees or agents. Subtenant shall indemnify,
defend and hold Sublessor harmless from and against all Damages, costs and
expenses which might accrue or be incurred by reason of or on account of any
such lien or claim.

                8.2 Discharge of Liens. Subtenant shall pay and fully discharge
any such lien or claim within thirty (30) days after written notice from
Sublessor of the existence thereof, unless within such period of time Subtenant
has notified Sublessor of Subtenant's intention to contest such lien or claim,
or has commenced a contest thereof, in which case Section 8.3 below shall apply.

                8.3 Lien Contests. Subtenant shall have the right to contest the
correctness or validity of any such lien or claim if, within fifteen (15) days
of written demand by Sublessor, Subtenant procures and records a lien release
bond issued by a corporation authorized to issue surety bonds in California in
an amount equal to one and one half (1.5) time the amount of the claim of lien.
The bond shall meet all of the requirements of Section 3143 of the California
Civil Code and any similar or successor Laws and shall provide for the payment
of any sum that the claimant may recover on the claim (together with costs of
legal proceedings and attorneys' fees, if the claimant recovers in the action).

                8.4 Notice of Nonresponsibility. Sublessor, at all reasonable
times, shall upon reasonable notice to Subtenant have the right to go upon the
Premises for the purpose of posting and keeping posted thereon such notices of
nonresponsibility as Sublessor deems necessary for protection of the Premises
from materialmen's or mechanics' liens or other claims or liens of a similar
nature.

        9. EXCULPATION, INDEMNITY AND INSURANCE.

                9.1 Exculpation of Sublessor. Sublessor shall not be liable to
Subtenant and Subtenant waives all claims against Sublessor for any Damage to
Subtenant or Subtenant's property from any cause except for any claim or Damage
caused by any acts, omissions, neglect or fault of Sublessor, its officers,
agents, contractors, representatives or employees, and except for any claim or
Damage caused by any default by Sublessor under this Sublease.

                9.2 Indemnity of Sublessor. Subtenant shall indemnify, defend
and hold Sublessor harmless from and against all claims or Damages caused by any
acts, omissions, neglect or fault of Subtenant, its officers, agents,
contractors, representatives and employees resulting from Subtenant's use or
occupancy of the Premises or the conduct of its business or from any activity,
work or activity permitted by Subtenant on the Premises. Subtenant shall further
indemnify, defend and hold Sublessor harmless from all claims or Damages arising
from



                                       14
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any breach or default in the performance of any obligation to be performed by
Subtenant under the terms of this Sublease, and from and against all costs,
attorneys' fees, expenses and liabilities incurred as a result of or arising out
of such claim or any action or proceeding brought thereon.

                9.3 Indemnity of Subtenant. Sublessor shall indemnify, defend
and hold Subtenant harmless from and against all claims or Damages arising from
any acts, omissions, neglect or fault of Sublessor, its officers, agents,
contractors, representatives and employees. Sublessor shall further indemnify,
defend and hold Subtenant harmless from all claims or Damages arising from any
breach or default in the performance of any obligation to be performed by
Sublessor under the terms of this Sublease, and from and against all costs,
attorneys' fees, expenses and liabilities incurred as a result of or arising out
of such claim or any action or proceeding brought thereon.

                9.4 Subtenant's Insurance. At all times during the Term and any
other period of occupancy, Subtenant at its sole cost and expense, shall keep in
full force and effect the following insurance:

                        9.4.1 Worker's Compensation and Employers' Liability
Insurance as required by state law;

                        9.4.2 A policy of Commercial General Liability Insurance
(or an equivalent), insuring Subtenant on an occurrence basis against any
liability arising out of the leasing, use, occupancy or maintenance of the
Premises. Such insurance shall be in the amount of $5,000,000 Combined Single
Limit for injury to, or death of, one or more persons in an occurrence, and for
damage to tangible property (including loss of use) in an occurrence. The policy
shall insure the hazards of the Premises and Subtenant's operations thereon, and
(a) shall name Sublessor as an additional insured, (b) shall contain a cross
liability provision and (c) contain a provision that the insurance provided
Sublessor hereunder shall be primary and non-contributing with any other
insurance available to Sublessor.

                        9.4.3 Subtenant may elect to have reasonable deductibles
in connection with the policies of insurance required to be maintained by
Subtenant under this Section 9. If Subtenant elects to maintain such
deductibles, Subtenant shall be liable for paying the full amount of any
deductibles in the event of a loss or casualty. Sublessor and Subtenant agree
that a deductible of $10,000 per occurrence shall be a reasonable deductible as
of the date of this Sublease.

                9.5 Sublessor's Insurance. At all times during the Term and any
other period of occupancy, Sublessor, at its sole cost and expense (subject to
the provisions of Section 4.2 of this Sublease), shall keep in full force and
effect the following insurance:

                        9.5.1 Standard form property insurance insuring against
the perils of fire, extended coverage, vandalism, malicious mischief, special
extended all risk coverage and sprinkler leakage. This insurance policy shall be
upon the Building and all property located at the Property and owned by
Sublessor for which Sublessor is legally liable, and which is located in the
Building including, without limitation, furniture, fittings, installations,
fixtures, equipment



                                       15
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and any other personal property, in an amount not less than the full replacement
value thereof with an "agreed amount" or "stipulated value" endorsement. Such
policy, to the extent it covers the Premises, shall name Subtenant as loss
payees, as their respective interests may appear and the proceeds thereof shall
be used in accordance with Section 10 below.

                        9.5.2 A policy of Commercial General Liability Insurance
(or an equivalent), insuring Sublessor on an occurrence basis against any
liability arising out of the ownership, use, occupancy or maintenance of the
Property. Such insurance shall be in the amount of $5,000,000 or more of
Combined Single Limit for injury to, or death of, one or more persons in an
occurrence, and for damage to tangible property (including loss of use) in an
occurrence. The policy shall insure the hazards of the Property and Sublessor's
and Subtenant's operations thereon (a) shall contain a cross liability provision
and (b) contain a provision that the insurance provided Sublessor hereunder
shall be primary and non-contributing with any other insurance available to
Sublessor.

                9.6 Certificates of Insurance. All policies obtained by
Sublessor and Subtenant, hereunder, shall be written in a commercially
reasonable form and shall be maintained with insurance companies holding a
General Policyholder's Rate of "A" or better, and a financial rating of "VI" or
better, as set forth in the most current issue of Best's Key Rating Guide, and
shall require ten (10) days advance written notice to Sublessor or Subtenant, as
applicable, of any cancellation or modification. Sublessor and Subtenant shall
deliver to the other, prior to the time such insurance is first required to be
carried under this Sublease, certificates of insurance ("Certificates")
evidencing the above coverage with limits not less than those specified above,
and, within ten (10) days prior to the expiration of such policies, with
renewals or "binders" thereof.

                9.7 Waiver of Subrogation. To the extent reasonably available,
all policies of property insurance required hereunder or otherwise obtained by
either party shall include a clause or endorsement waiving, on behalf of the
insurer, any rights of subrogation against the other party. Sublessor and
Subtenant each hereby waive any and all rights of recovery against the other or
against the officers, directors, shareholders, partners, employees, agents and
representatives of the other, on account of loss or Damage occasioned to such
waiving party or its property or the property of owners under its control to the
extent that such loss or Damage is insured against and recovery is obtained
under any policy of insurance required to be carried by such waiving party
pursuant to the provisions of this Sublease (or any other policy of insurance
carried by such waiving party). Sublessor and Subtenant shall each give notice
to their respective insurance carriers that the foregoing mutual wavier of
subrogation is contained in this Sublease.

        10. DAMAGE OR DESTRUCTION.

                10.1 Destruction. If, during the Term, the Premises are totally
or partially destroyed by any cause whatsoever, whether from a risk covered by
the insurance described in Section 9, from a risk not covered by such insurance,
or any combination of such risks, Subtenant shall promptly notify Sublessor of
such Damage or Destruction (as defined in Section 24.4 below). Sublessor shall
be responsible at its sole cost and expense for the repair



                                       16
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and restoration of any Damage to or Destruction of the Premises; provided,
however, that Subtenant shall be responsible for the repair and Restoration (as
defined in Section 24.7 below) of any personal property and any Subtenant
improvements installed and paid for by Subtenant following the Commencement Date
which Subtenant elects to repair or restore.

                10.2 Application of Insurance Proceeds. The insurance proceeds
payable with respect to the Premises shall be applied to the Restoration of
Premises, including Subtenant improvements paid for by Subtenant. Such payments
shall be made against properly certified vouchers of a competent architect or
contractor in charge of the Restoration and personally and reasonably approved
by Sublessor. If Subtenant elects not to restore certain personal property or
improvements paid for by Subtenant, any insurance proceeds applicable thereto
shall be paid to Subtenant.

                        10.2.1 If the total estimated costs of restoration of
the Premises (other than Subtenant's personal property and improvements paid for
by Subtenant), shall exceed any amount of proceeds of insurance applicable
thereto and available therefor, such excess shall be borne and paid solely by
Sublessor.

                        10.2.2 If the net proceeds of insurance applicable to
the Premises (other than Subtenant's personal property and improvements paid for
by Subtenant) exceed the total actual cost of Restoration, the balance remaining
after payment of the cost of such Restoration to the Premises shall be paid to
Sublessor.

                        10.2.3 Monthly Rent shall be equitably abated from the
date of the occurrence of any Damage until such Damage is fully repaid or
restored.

                10.3 Subtenant Right to Terminate. Notwithstanding anything
herein to the contrary, and excepting any Damage caused by the negligence or
intentional misconduct of Subtenant, if such Damage or Destruction to the
Premises affects 30% or more of the Rentable Area of the Premises, or if
Subtenant's reasonable access to the Premises or ongoing use of the Premises is
substantially impaired as a result of any Damage or Destruction, Subtenant shall
have the right to terminate Sublease if the reasonably anticipated time to
completely repair and restore the Premises to its prior condition will exceed
one hundred eighty (180) days from the date of such Damage or Destruction. If
the Premises are substantially Damaged (affecting 30% or more of the Rentable
Area of the Premises) or totally destroyed during the last twelve (12) months of
the Term, either party may terminate this Sublease upon sixty (60) days written
notice to the other party, in which event any insurance proceeds shall be paid
to the parties in accordance with their respective interests.

                10.4 Sublessor Right to Terminate. Notwithstanding Section 10.1,
above, if any Damage or Destruction occurs with regard to the Premises which
shall reasonably require more than one hundred eighty (180) days from the
occurrence thereof for Restoration, or if such Damage or Destruction is caused
by a peril not required to be covered by insurance under this Sublease,
Sublessor may terminate this Sublease by giving to Subtenant notice thereof
within sixty (60) days after such occurrence. The foregoing shall not be deemed
to limit any termination right of Subtenant.



                                       17
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        11. TAXES.

                11.1 Personal Property Taxes. Subtenant shall pay prior to
delinquency all taxes assessed against and levied upon Trade Fixtures,
furnishings, equipment and all other personal property of Subtenant contained
in, on or about the Premises. When practicable, Subtenant shall cause such Trade
Fixtures, furnishings, equipment and all other personal property to be assessed
and billed separately from the real property of Sublessor.

                11.2 Real Property Taxes. Sublessor shall pay all Real Property
Taxes levied upon the Land and the Property before the delinquency date. "Real
Property Taxes" means all real property taxes, special and extraordinary
assessments, including the existing Mello Roos financing, "Poway CFD 88-1," and
all other Parkway Business Centre assessments (computed as if paid in permitted
installments regardless of whether actually so paid) and other similar
governmental levies, assessed against the Property, together with any tax, or
other levy, however denominated, on or measured by gross or net rentals received
from the rental of land or space or both if similar in nature to, or levied in
lieu of Real Property Taxes. Real Property Taxes shall not include any income,
franchise, estate, inheritance, succession, capital levy, net income, excess
profits or transfer taxes imposed upon Sublessor, or any assessments levied for
the sole benefit of Sublessor. Real Property Taxes also shall not include any
new taxes or assessments (such as new Mello Roos financing) placed upon the
Property with the consent or acquiescence of Sublessor, unless Subtenant also
consents thereto. In addition, Real Property Taxes shall not include any taxes
or assessments (such as new or existing Mello Roos financing) to the extent that
the Property may be disproportionately burdened by the payment of such taxes or
assessments as compared to the other properties lying within such taxing or
assessment district. If any tax, special or ordinary assessments are imposed or
levied with respect to this Sublease, the Property or occupancy thereof in
substitution for (in whole or in part), any Real Property Taxes, all such
substitutions shall for the purpose of this Sublease be considered as Real
Property Taxes regardless of how denominated or the source from which collected.
Subtenant shall reimburse Sublessor for Subtenant's Share of the expense
associated with such Real Property Taxes pursuant to Section 4.2 of this
Sublease.

        12. UTILITIES AND CLEANING SERVICE.

        Sublessor shall supply or make arrangements for, and pay for, all
cleaning services, water, gas, power, electrical current, heat and air
conditioning used by or supplied to the Premises. Subtenant shall reimburse
Sublessor for Subtenant's Share of the expense associated with such services and
utilities pursuant to Section 4.2 of this Sublease.

        13. ASSIGNMENT AND SUBLETTING.

                13.1 Prohibition Against Transfer. Except as provided elsewhere
herein, Subtenant shall neither voluntarily nor by operation of law assign, sell
or otherwise transfer all or any part of Subtenant's Subleasehold estate
hereunder, or permit any other person (except Subtenant's agents and employees)
to occupy the Premises or any portion thereof, without Sublessor's prior written
consent, which consent may be granted or withheld in Sublessor's absolute
discretion. Notwithstanding the foregoing, Subtenant may, without Sublessor's
consent,



                                       18
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assign or sublet all or any portion of the Premises to any parent, affiliate or
subsidiary corporation of Subtenant, or to any other person or entity in
connection with the merger of, or consolidation with Subtenant, or the
acquisition of a substantial portion of the assets of Subtenant.

                13.2 Subtenant's Notice. Except as provided in Section 13.1
above, if Subtenant desires at any time to assign this Sublease or to further
sublet the Premises or any portions thereof, and if Sublessor's consent thereto
is required pursuant to Section 13.1, then Subtenant first shall notify
Sublessor of its desire to do so and shall submit in writing to Sublessor (a)
the name and legal composition of the proposed subtenant or assignee; (b) the
nature of the proposed subtenant's or assignee's business to be carried on in
the Premises; (c) the general terms and provisions of the proposed sublease or
assignment; and (d) with respect to an assignment, such reasonable business and
financial information as Sublessor may reasonably request concerning the
proposed assignee. Subtenant shall reimburse Sublessor for Sublessor's
reasonable costs actually incurred in connection with the review of a proposed
assignment or sublease; provided that such costs shall not exceed $1,000. The
provisions and conditions of any proposed sublease or assignment shall be
subject to the terms and provisions of this Sublease. In addition, with respect
to an assignment, the assignee must expressly assume all prospective obligations
of Subtenant under this Sublease. Notwithstanding the assumption of the
obligations of this Sublease by the assignee, no subletting or assignment, even
with the consent of Sublessor, shall relieve Subtenant of liability under this
Sublease. The obligations and liability of Subtenant hereunder shall continue
notwithstanding the fact that Sublessor may accept rent and other performance
from the assignee. The acceptance of rent by Sublessor from any other person
shall not be deemed to be a waiver by Sublessor of any provision of this
Sublease or to be a consent to any assignment or subletting.

        14. DEFAULTS; REMEDIES.

                14.1 Notice Requirements. The notices required by the provisions
set forth below are intended to satisfy any and all notice requirements imposed
by law and is not in addition to any such requirements.

                14.2 Events of Default by Subtenant. The occurrence of any one
or more of the following events shall constitute a material default of this
Sublease by Subtenant:

                        14.2.1 The failure by Subtenant to make any payment of
rent or any other payment required to be made by Subtenant hereunder, as and
when due, where such failure shall continue for a period of ten (10) days after
a written notice thereof from Sublessor to Subtenant; provided, however, that
any such notice shall be in lieu of, and not in addition to, any notice required
under Section 1161 of the California Code of Civil Procedure regarding unlawful
detainer.

                        14.2.2 The failure by Subtenant to observe or perform
any of the covenants, conditions or provisions of this Sublease to be observed
or performed by Subtenant, other than as described in Section 14.2.1 hereof,
where such failure shall continue for a period of thirty (30) days after written
notice thereof from Sublessor to Subtenant; provided, however, that



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any such notice shall be in lieu of, and not in addition to, any notice required
under Section 1161 of the California Code of Civil Procedure regarding unlawful
detainer; provided further, that if the nature of Subtenant's default is such
that more than thirty (30) days are reasonably required for its cure, then
Subtenant shall not be deemed to be in default if Subtenant commences such cure
within such thirty (30) day period and thereafter diligently prosecutes such
cure to completion.

                        14.2.3 The making by Subtenant of any general assignment
for the benefit of creditors; the filing by or against Subtenant of a petition
to have Subtenant adjudged a bankrupt or a petition for reorganization or
arrangement under any law relating to bankruptcy (unless, in the case of a
petition filed against Subtenant, the same is dismissed within ninety (90)
days); the appointment of a trustee or receiver to take possession of
substantially all of Subtenant's assets located at the Premises, or of
Subtenant's interest in this Sublease, where possession is not restored to
Subtenant within ninety (90) days; or the attachment, execution or other
judicial seizure of substantially all of Subtenant's assets located at the
Premises or of Subtenant's interest in this Sublease, where such seizure is not
discharged within ninety (90) days.

                        14.2.4 Notices given pursuant to this Section 14.2 shall
specify the alleged default and the applicable Sublease provisions and shall
demand that Subtenant perform the provisions of this Sublease or pay the rent
that is in arrears, as the case may be, within the applicable period of time or
vacate the Premises. No such notice shall be deemed a forfeiture or a
termination of this Sublease unless Sublessor so elects in the notice.

                14.3 Remedies of Sublessor. Following any material default by
Subtenant as defined in Section 14.2 hereof which is not cured within the time
set forth therein, and at any time thereafter, and without limiting Sublessor's
exercise of any right or remedy which Sublessor may have in law or equity,
Sublessor shall have the following remedies:

                        14.3.1 Sublessor may continue this Sublease in full
force and effect, so long as Sublessor does not terminate Subtenant's right to
possession, and Sublessor shall have the right to collect rent as and when due.

                        14.3.2 Sublessor may terminate Subtenant's right to
possession of the Premises by any lawful means, in which case this Sublease
shall terminate, and Subtenant shall immediately surrender possession of the
Premises to Sublessor. In such event Sublessor shall be entitled to recover from
Subtenant:

                                (a) The worth at the time of award of the unpaid
rent which has been earned at the time of termination; plus

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



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                                (c) The worth at the time of award of the amount
by which the unpaid rent for the balance of the term after the time of award
exceeds the amount of such rental loss that Subtenant proves could be reasonably
avoided; plus

                                (d) Any other amount necessary to compensate
Sublessor for all the detriment proximately caused by Subtenant's failure to
perform its obligations under this Sublease or which in the ordinary course of
events would be likely to result therefrom.

The "worth at the time of award" of the amounts referred to in Sections
14.3.2(a), (b) and (c) above shall have the meaning defined in Section 1951.2 of
the California Civil Code.

                14.4 Events of Default by Sublessor. The occurrence of any one
or more of the following events shall constitute a material default of this
Sublease by Sublessor:

                        14.4.1 The failure by Sublessor to make any payment
required to be made by Sublessor hereunder, as and when due, where such failure
shall continue for a period of ten (10) days after a written notice thereof from
Subtenant to Sublessor.

                        14.4.2 The failure by Sublessor to observe or perform
any of the covenants, conditions, provisions or warranties of this Sublease to
be performed or observed by Sublessor, other than as described in Section 14.4.1
hereof, where such failure shall continue for a period of thirty (30) days after
written notice thereof from Subtenant to Sublessor; provided, however, that if
the nature of Sublessor's default is such that more than thirty (30) days are
reasonably required for its cure, then Sublessor shall not be deemed to be in
default if Sublessor commences such cure within such thirty (30) day period and
thereafter diligently prosecutes such cure to completion, except with respect to
Sublessor's obligations under Section 7.4, in which case Sublessor shall be
deemed to be in default if Sublessor does not immediately commence and
diligently prosecute such a cure. Notwithstanding the foregoing, nothing herein
shall impair Subtenant's right to terminate this Sublease and exercise its
remedies in a timely manner pursuant to the provisions of Section 3, 10 or 15
hereof.

                        14.4.3 The making by Sublessor of any general assignment
for the benefit of creditors; the filing by or against Sublessor of a petition
to have Sublessor adjudged a bankrupt or a petition for reorganization or
arrangement under any law relating to bankruptcy (unless, in the case of a
petition filed against Sublessor, the same is dismissed within ninety (90)
days); the appointment of a trustee or receiver to take possession of
substantially all of Sublessor's assets, or of Sublessor's interest in the
Premises where possession is not restored to Sublessor within ninety (90) days;
or the attachment, execution or other judicial seizure of substantially all of
Sublessor's assets located at the Premises or of Sublessor's interest in this
Sublease, where such seizure is not discharged within ninety (90) days.

                        14.4.4 Notices given pursuant to this Section 14.4 shall
specify the alleged default and the applicable Sublease provisions and shall
demand that Sublessor perform the provisions of this Sublease or pay the sums
that are due, as the case may be, within the applicable period of time. No such
notice shall be deemed a forfeiture or termination of this Sublease unless
Subtenant so elects in the notice.



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                14.5 Remedies of Subtenant.

                        14.5.1 Upon any material default by Sublessor as defined
in Section 14.4 hereof, and at any time thereafter, and without limiting
Subtenant's exercise of any rights or remedy which Subtenant may have in law or
equity, Subtenant may continue this Sublease in full force and effect and pursue
all available legal and equitable remedies for the collection of any sums due
and the enforcement of Sublessor's obligations under this Sublease and further
provided that if Sublessor defaults on its obligations under Section 7.4,
Subtenant shall be entitled to effect such maintenance or repair and offset the
cost thereof against Subtenant's payments of Monthly Rent.

                        14.5.2 Notwithstanding any contrary provision in this
Sublease, Subtenant shall have no right to offset against any rent or other sums
due from Subtenant to Sublessor under this Sublease and no right to terminate
this Sublease, other than as expressly set forth herein.

                14.6 Arbitration of Disputes. Intentionally omitted.

                14.7 Remedies Cumulative; No Waiver. All rights, options and
remedies of Sublessor or Subtenant contained in this Sublease shall be construed
and held to be cumulative, and no one of them shall be exclusive of the other,
and each party shall have the right to pursue any one or all of such remedies or
any other remedy or relief which may be provided by law, whether or not stated
in this Sublease. No waiver of any default of either party hereunder shall be
implied from any acceptance of any rent or other payments due hereunder or any
omission by the non-defaulting party to take any action on account of such
default if such default persists or is repeated, and no express waiver shall
affect defaults other than as specified in such waiver. The consent or approval
of Sublessor or Subtenant to or of any act by the other party requiring such
consent or approval shall not be deemed to waive or render unnecessary the
consenting party's consent or approval to or of any subsequent similar acts by
the other party.

                14.8 Cure. Either party, at any time after the other party
commits a default, may, but is not required to, cure the default at the
defaulting party's sole cost and expense. If any party, at any time, by reason
of the other party's default, pays any sum or does any act that requires the
payment of any sum, the sum paid by the non-defaulting party shall be due
immediately from the defaulting party at the time the sum is paid, and, if paid
at a later date, shall bear interest at the rate of 10% per annum from the date
the sum is paid until reimbursed. If owed by Subtenant, the sum, together with
interest on it, shall be additional rent hereunder.

        15. CONDEMNATION.

                15.1 Definition. As used in this Section 15:

                        15.1.1 "Condemnation" means (a) the exercise of any
governmental power, whether by legal proceedings or otherwise, by a condemnor
and (b) a voluntary sale or transfer by Sublessor to any condemnor, while legal
proceedings for condemnation are pending.



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   24

                        15.1.2 "Date of Taking" means the date the condemnor has
the right to possession of all or part of the Premises or any interest thereon
being condemned.

                        15.1.3 "Award" means all compensation, sums or anything
of value awarded, paid or received on a total or partial condemnation of the
Land, any improvements thereon, any personal property or trade fixtures located
at the Premises without regard for the person or entity entitled to recover or
receive such award.

                        15.1.4 "Condemnor" means any public or quasi-public
authority having the power of condemnation.

                15.2 Taking. If during the Term there is any taking of all or
any part of the Premises or any interest in this Sublease by Condemnation, there
shall be such division of the proceeds and Award of such Condemnation as
provided by California law.

                15.3 Entire Taking. If the entire Premises are taken by
Condemnation, this Sublease shall terminate effective upon the Date of Taking.

                15.4 Partial Taking. If part, but not all, of the Property shall
be taken by Condemnation, this Sublease shall terminate as to the part so taken
and remain in effect as to the remainder not so taken, except that Subtenant may
elect to terminate this Sublease as of the Date of Taking by giving Sublessor
written notice of such election within sixty (60) days after such taking if such
taking materially interferes with Subtenant's use of the Property. If part, but
not all, of the Property is taken by Condemnation, and if Subtenant cannot or
does not elect to terminate this Sublease pursuant to this section, then,
effective as of the Date of Taking, the Monthly Rent then in effect shall be
equitably abated, with the Monthly Rent payable thereafter to be determined by
multiplying the Monthly Rent by a fraction, the numerator of which shall be the
Fair Market Rent of the Property remaining and the denominator of which is the
Fair Market Rent of the Premises immediately prior to the condemnation. With
respect to any partial Condemnation of the Premises as to which this Sublease is
not terminated as provided in this Section 15.4, if such partial Condemnation
affects any Improvements, then Sublessor, at its sole cost and expense, shall
restore the Improvements to a condition as close as practical to the condition
existing immediately prior to such Condemnation.

        16. BROKERS.

        Sublessor and Subtenant each represent and warrant to the other that it
has neither incurred nor is aware of any brokers', finders' or similar fees in
connection with the origin, negotiation, execution or performance of this
Sublease (as amended and restated). If either party has dealt with any other
real estate broker or agent or any other person in connection with the leasing
of any space in the Building, such party shall be solely responsible for the
payment of any fee due such person, and such party shall indemnify, defend and
hold the other party harmless from and against any liability with respect
thereto, including attorneys' fees and costs.

        17. SUBLESSOR'S LIABILITY.



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        The term "Sublessor" as used herein means only the tenant under the
Master Lease at the time in question. Upon any transfer of such Master Lease
interest, Sublessor may be relieved from obligations to be performed under this
Sublease after the effective date of such transfer, only if all of the following
conditions are satisfied: (a) the transferee shall have the financial standing
and reputation comparable to that of the original Sublessor, and the
transferring Sublessor shall provide written evidence to Subtenant of such
financial standing and reputation in a form reasonably satisfactory to
Subtenant; (b) the transferee shall have fully assumed in writing all of
Sublessor's obligations under this Sublease, and Subtenant shall have received a
written original counterpart of such assumption agreement; and (c) there shall
be no uncured default by Sublessor under this Sublease. The transferring
Sublessor shall not be released of any prospective liability under this Sublease
until all of the foregoing conditions have been satisfied in full. Nothing in or
in connection with such transfer shall be deemed to limit, reduce or constitute
a waiver of Subtenant's rights or remedies under this Sublease, including,
without limitation, the right to assert all available remedies against Sublessor
under this Sublease, even if such remedies relate to a default occurring prior
to the acquisition by such Sublessor of its interest in the Premises.
Notwithstanding the foregoing, the original Sublessor shall not be released from
any liability which arose or occurred prior to the transfer, including but not
limited to any warranties or obligations relating to the repair or maintenance
of the Premises. If, at the time of such transfer, Subtenant has prepaid rent,
Sublessor shall transfer such prepaid rent to its successor. Subject to the
foregoing, the obligations contained in this Sublease to be performed by
Sublessor shall be binding upon Sublessor's successors and assigns only during
their respective periods of ownership.

        18. SIGNS.

        Subtenant shall have the right to place and maintain a sign or signs (i)
at the external entrances to the Premises or on the exterior of the Building
outside the 2nd Floor component of the Premises, and (ii) at the current
monument sign location which is located on Crosthwaite Circle nearest to the
Premises as indicated on Exhibit "C," all as Subtenant may elect; provided,
however, that such signs shall be paid for by Subtenant, and shall be subject to
the requirements of the Parkway Business Centre CC&Rs and all applicable laws
and approved in advance by Sublessor, whose approval shall not be unreasonably
withheld.

        19. ADDITIONAL WARRANTIES.

                19.1 Title. Sublessor warrants and represents to Subtenant that
(i) Sublessor has full authority to enter into this Sublease, (ii) as of the
Commencement Date, Sublessor is the Tenant under the Master Lease, (iii)
Landlord has consented to this Sublease, and (iv) Sublessor intends to acquire
fee title to the Land.

                19.2 Encumbrances. Sublessor hereby warrants and represents that
no part of the Land shall be subject to any encumbrance, easement, reservation,
right, right of way, agreement, lien, covenant, condition or restriction which
has priority over Subtenant's subleasehold estate arising under this Sublease,
except (a) the lien of nondelinquent taxes. Sublessor represents and warrants to
Subtenant that no easements, covenants, conditions, restrictions or encumbrances
now or hereafter affecting the Premises will at any time adversely



                                       24
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affect or otherwise impair Subtenant's use or occupancy of the Premises, or the
rights or remedies of Subtenant under this Sublease. Sublessor shall indemnify,
defend and hold Subtenant harmless from any loss, cost, expense or Damages
incurred or suffered by Subtenant as a result of any inaccuracy in the foregoing
representations and warranty of Sublessor.

        20. SURRENDER.

        Upon the expiration or earlier termination of the Term, Subtenant shall
surrender possession of the Premises to Sublessor in good order, condition and
repair, excepting reasonable wear and tear. In such event, Subtenant, at its
expense, shall promptly remove or cause to be removed from the Premises all
debris, rubbish, furniture, equipment, freestanding cabinet work, shelving,
movable partitions, and other similar articles of movable personal property
owned by Subtenant or installed or placed by Subtenant at its expense in the
Premises, and all similar articles of any other persons claiming under
Subtenant. Subtenant also shall repair, at its sole cost and expense, all
damages which removals from or Restoration of the Premises may cause.

        21. ESTOPPEL CERTIFICATE; SUBORDINATION; NONDISTURBANCE.

                21.1 Estoppel Certificate. The parties agree, at any time and
from time to time, upon not less than twenty (20) days' prior written notice by
either, to execute, acknowledge and deliver to the other, by deposit in the
United States mail, a statement in writing certifying that this Sublease is
unmodified, in full force and effect (or, if there have been modifications, that
the same is in full force and effect as modified, and identifying the
modification) and the date to which the rent and other charges have been paid in
advance, if any, and whether or not there is any existing default by either
party or notice thereof served by either party. Any such statement may be
conclusively relied upon by any prospective purchaser, assignee, encumbrancer of
the Premises or this Sublease.

                21.2 Subordination.

                        21.2.1 Sublessor represents and warrants that this
Sublease shall be, and shall remain at all times, prior to any mortgage, deed of
trust or other encumbrance affecting the Property except for encumbrances to
which this Sublease is expressly subordinated in writing by Subtenant in
accordance with Section 21.2.2 below.

                        21.2.2 Subtenant agrees, on written request therefor, to
subordinate the priority of its interest in this Sublease to the lien of any
mortgage, deed of trust or other hypothecation hereafter placed upon the
Property; provided the lender under such mortgage or deed of trust also executes
a non-disturbance agreement in a form reasonably satisfactory to Subtenant,
which provides that so long as Subtenant is not in default under this Sublease,
Subtenant's possession of the Property and Subtenant's other rights and
privileges under this Sublease shall not be interfered with and shall be honored
by the lender, its successors or assigns, and which otherwise provides that
should the Property be transferred by foreclosure or by deed in lieu of
foreclosure, this Sublease shall continue in full force and effect as a direct
Sublease between the then owner of the Property and Subtenant.



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                        21.2.3 If Sublessor or a lender who holds a first
mortgage or deed of trust encumbering the Property (the "First Mortgagee")
delivers to Subtenant a written request that Subtenant notify such First
Mortgagee of any defaults by Sublessor under this Sublease, then Subtenant, upon
serving upon Sublessor any notice of default under this Sublease, shall also
serve a copy of such notice upon such First Mortgagee at the address specified
in such written request. In the event of any such default by Sublessor, the
First Mortgagee shall, within the time set for such cure under this Sublease,
have a right, but not the obligation, to remedy such default, or to cause the
same to be remedied, and Subtenant shall accept such performance by or at the
insistence of the First Mortgagee as if the same had been made by Sublessor.

        22. QUIET ENJOYMENT.

        Sublessor covenants and agrees that Subtenant, upon paying the rent and
any and all other charges herein provided for and observing and performing the
covenants, agreements and conditions of this Sublease to be observed and
performed by Subtenant hereunder shall and may peaceably and quietly have, hold
and enjoy the Premises in accordance with this Sublease.

        23. GENERAL PROVISIONS.

                23.1 Severability. The invalidity, illegality or
unenforceability of any provision of this Sublease as determined by a court of
competent jurisdiction shall in no way affect the validity, legality or
enforceability of any other provision hereof.

                23.2 Time. Time is of the essence in the performance of all
terms, covenants, warranties and conditions of this Sublease.

                23.3 Captions. The article and paragraph captions hereto have
been inserted solely as a matter of convenience and such captions in no way
shall be deemed to define or limit the scope or intent of any provision of this
Sublease.

                23.4 Notices. Any notice, request, approval or other
communication required or permitted under this Sublease shall be in writing and
may be served personally or by certified mail, return receipt requested, postage
prepaid, addressed to Sublessor and Subtenant respectively at the addresses set
forth in the first paragraph of this Sublease or at such other addresses as may
from time-to-time be designated in writing by Sublessor or Subtenant by notice
pursuant hereto. A notice shall be deemed given and received on the date of
personal delivery, or five (5) days after it is deposited in the United States
Mail in accordance with this provision. Any notice sent to Sublessor shall be
sent to the attention of Mr. John H. Allen. With respect to any notice sent to
Subtenant, a copy shall be concurrently sent to the Vice President of Corporate
Real Estate, Anacomp, Inc., 12365 Crosthwaite Circle, Poway, California 92064.

                23.5 Waiver. No waiver of any provision hereof shall be deemed a
waiver of any other provision hereof. Consent to or approval of any act by one
of the parties hereto shall not be deemed to render unnecessary the obtaining of
such party's consent to or approval of any subsequent act. The acceptance of
rent hereunder by Sublessor shall not be a waiver of any preceding breach by
Subtenant or any provision hereto, other than the failure of Subtenant to pay



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the particular rent so accepted, regardless of Sublessor's knowledge of such
preceding breach at the time of acceptance of such rent.

                23.6 Holding Over.

                        23.6.1 If Subtenant holds possession of all or any part
of the Premises after expiration of the Term of this Sublease without
Sublessor's consent, Subtenant shall become a Subtenant at sufferance only upon
the date of such expiration or earlier termination, and in such case the Monthly
Rent payable by Subtenant shall be adjusted as follows: (a) for the first thirty
(30) days following the Termination Date (as defined below), the Monthly Rent
shall remain the same as it was prior to such Termination Date; (b) for the
thirty-first (31st) through the ninetieth (90th) days following the Termination
Date the Monthly Rent shall equal 125% of the Monthly Rent payable immediately
prior to the Termination Date; (c) for the period commencing with the
ninety-first (91st) day following the Termination Date, and thereafter, the
Monthly Rent shall be 150% of the Monthly Rent payable immediately prior to the
Termination Date. As used herein, the term "Termination Date" means the earlier
to occur of (a) the scheduled expiration date of the term of this Sublease, (b)
with respect to any earlier termination by reason of a default by Subtenant, the
date which a court of competent jurisdiction renders a final judgment
terminating this Sublease and ordering Subtenant to vacate the Property or (c)
with respect to an early termination by reason of Sublessor's exercise of its
right to terminate this Sublease in accordance with Section 3 above, the
effective date of such early termination. Any such tenancy at sufferance shall
be subject to every other term, covenant and agreement contained herein.

                        23.6.2 The foregoing provisions of this Section 23.6 are
in addition to and do not affect Sublessor's right to re-entry or any other
rights of Sublessor hereunder or as otherwise provided by law.

                23.7 Cumulative Remedies. No remedy or election hereunder shall
be deemed exclusive but, wherever possible, shall be cumulative with all other
remedies at law or in equity.

                23.8 Successors. Subject to any provision in this Sublease
restricting assignment, subletting or other transfers by Sublessor or Subtenant,
each and all of the covenants, agreements, obligations, conditions and
provisions of this Sublease shall inure to the benefit of and shall bind (as the
case may be) not only the parties hereto but each and all of the heirs,
executors, administrators, successors and assigns of the respective parties
hereto. Whenever a reference is made herein to Sublessor or Subtenant, such
reference shall be deemed to include the respective heirs, executors,
administrators, successors and assigns of Sublessor or Subtenant. All of the
promises, covenants, agreements, obligations, conditions and provisions
contained in this Sublease shall be construed to be, and as, covenants running
with the Land, in the case of Sublessor, and covenants running with Subtenant's
subleasehold interest, in the case of Subtenant, subject to the provisions of
this Sublease.

                23.9 Choice of Law. This Sublease shall be governed by the laws
of the State of California.



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                23.10 Attorneys' Fees. If either party hereto brings an action
to enforce the terms hereof or declare rights hereunder, the prevailing party in
any such action, on trial or appeal, shall be entitled to recover, as an element
of the costs of suit, and not as damages, reasonable attorney's fees and other
costs of suit to be determined by the court and to be paid by the losing party.

                23.11 Entry by Sublessor. Sublessor and Sublessor's authorized
representatives and agents shall have the right to enter the Premises during
business hours and upon prior notice to Subtenant of not less than 48 hours for
the purpose of inspecting same, showing the same to prospective purchasers or
lenders, and making such alterations, repairs, improvements or additions to the
Premises as Sublessor may be required or permitted to make hereunder.

                23.12 Subtenant's Authority. Subtenant is a corporation; each
individual executing this Sublease on behalf of such corporation represents and
warrants that he is duly authorized to execute and deliver this Sublease on
behalf of such corporation, in accordance with a duly adopted resolution of the
board of directors of that corporation or in accordance with the bylaws of such
corporation, and that this Sublease is binding upon such corporation in
accordance with its terms. Subtenant, concurrently upon execution of this
Sublease, shall deliver to Sublessor a certified copy of resolution of the Board
of Directors of such corporation authorizing or ratifying the execution of this
Sublease.

                23.13 No Third Party Rights Conferred. Except as otherwise
provided herein, nothing expressed or implied is intended, or shall be
construed, to confer upon or grant to any third person any rights or remedies
under or by reason of any term or condition contained in this Sublease.

                23.14 Integration. This Sublease and the documents referred to
herein and the agreements attached hereto as exhibits cover in full each and
every agreement of every kind or nature whatsoever between the parties hereto
concerning the Property and all preliminary negotiations and agreements of
whatsoever kind or nature are merged herein. No verbal agreement shall be held
to vary the provisions hereof, any law or custom to the contrary
notwithstanding.

                23.15 Number; Gender. Whenever the context of this Sublease
requires, the masculine gender includes the feminine or neuter, and the singular
number includes the plural.

                23.16 Quitclaim Deed. At the expiration or earlier termination
of the Term, Subtenant shall execute, acknowledge and deliver to Sublessor,
within twenty (20) days after written demand from Sublessor, any quitclaim deed
or other document reasonably required by any reputable title company to remove
the cloud of this Sublease from the title of the real property subject to this
Sublease.

                23.17 Construction. The parties intend that this Sublease be
construed as an operating Sublease, and not as a financing Sublease.



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                23.18 Consents. Unless otherwise specifically provided in this
Sublease, whenever consent or approval of either party is required, that party
shall not unreasonably withhold such consent or approval.

                23.19 Exhibits. Exhibits A through C, inclusive, are each
attached to this Sublease and are incorporated herein by reference. Any
reference to the term "Sublease" also shall be deemed to refer to any applicable
exhibit.

                23.20 Modification. None of the covenants, terms or conditions
of this Sublease to be kept and performed by Sublessor or by Subtenant shall be
altered, waived, modified, changed or abandoned in any manner, except by a
written instrument, duly executed (and, where applicable, acknowledged) and
delivered by the parties hereto.

                23.21 No Partnership. Nothing in this Sublease, including the
agreements of Subtenant contained herein, shall be construed to indicate in any
way that Subtenant is a partner of, or a joint venturer with, Sublessor in
respect of any construction required or permitted hereby or any other matter.

                23.22 No Arbitration. Any disputes between the parties hereto
shall not be submitted to arbitration unless the parties mutually, at the sole
discretion of each party, agree in writing to do so.

        24. CERTAIN DEFINITIONS.

        The capitalized terms or phrases defined in this Sublease or in any
exhibit to this Sublease shall be used to interpret this Sublease. Unless the
context otherwise specifies or requires, the following words and phrases when
used in this Sublease, in addition to words or phrases defined above, shall have
the following meanings:

                24.1 Alterations. "Alterations" means any repair, Restoration,
addition, change or improvement to or modification of the Property (including
the Premises), Land, interior or exterior of the Building or Improvements or any
other structure now or hereafter located on the Land.

                24.2 Damage. "Damage" means injury, deterioration or loss to a
person or property. Damage also shall include the death of any person.

                24.3 Damages. "Damages" means monetary compensation or indemnity
that can be recovered in the courts by any person who has suffered injury to his
person, property or rights.

                24.4 Destruction. "Destruction" means any Damage to or
disfigurement of the Property or the Premises and any Alterations.

                24.5 Laws. "Laws" means any judicial decision, statute,
constitutional provision, ordinance, resolution, regulation, rule,
administrative order, or other requirement of any municipal, county, state,
federal or other governmental agency or authority having



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jurisdiction over the parties, the Property (including the Premises) or
activities performed on or about the Property (including the Premises), or any
of the them, in effect either at the Effective Date or at any time during the
Term, including, but not limited to, any regulation or order of a quasi-official
entity or body (e.g., Board of Fire Examiners or public utilities), zoning and
similar laws, any of the statutes and regulatory provisions described in Section
6, and applicable building codes.

                24.6 Rentable Area. The "Rentable Area" or "rentable square
footage" of the Premises shall be determined by measuring the Usable Areas of
the Premises and applying a "R/U Ratio" equal to twelve percent (12%), as
determined in accordance with the Standard Method for Measuring Floor Area in
Office Buildings, ANSI/BOMA Z65.1-1996 (the "BOMA" Standard). By way of example,
if a measurement determines that the Premises are comprised of a Usable Area of
53,572 square feet, the Rentable Area of the of the Premises shall be 60,000
square feet.

                24.7 Restore; Restoration. "Restore" or "Restoration" means the
reconstruction, rebuilding, rehabilitation and repairs that are necessary to
return destroyed portions of the Property and other property to substantially
the same physical condition as they were in immediately before the destruction.

                24.8 Trade Fixtures. "Trade Fixtures" means any property
installed in or on the Premises by Subtenant, including, without limitation, any
property installed for purposes of trade, manufacture, ornament and related
uses, the removal of which can be accomplished without any non-repairable
structural damage to the Premises or any portion thereof.

                IN WITNESS WHEREOF Sublessor and Subtenant have duly executed
this Sublease on the day and year first written above.

Sublessor:                             Subtenant:

COHU, INC., A DELAWARE CORPORATION     ANACOMP, INC., AN INDIANA CORPORATION


By:     /s/ John H. Allen              By:     /s/ George C. Gaskin
    ------------------------------         -------------------------------------

Print Name:    John H. Allen           Print Name:    George C. Gaskin
            ----------------------                 -----------------------------

Print Title:   VP Finance & CFO        Print Title:   Senior Vice President
             ---------------------                  ----------------------------





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                              EXHIBITS TO SUBLEASE


                  
           Exhibit A            Legal Description of the Land

           Exhibit B            Building Floor Plan

           Exhibit C            Parking Areas/Sign Locations

           Exhibit D            Non-Disturbance Agreement

           



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                                    EXHIBIT A

                          Legal Description of the Land


THE LAND REFERRED TO HEREIN IS SITUATED IN THE STATE OF CALIFORNIA, COUNTY OF
SAN DIEGO AND IS DESCRIBED AS FOLLOWS:

PARCELS 101, 102 AND 103 OF PARCEL MAP NO. 16320, IN THE CITY OF POWAY, COUNTY
OF SAN DIEGO, STATE OF CALIFORNIA, FILED IN THE OFFICE OF THE COUNTY RECORDER OF
SAN DIEGO COUNTY DECEMBER 10, 1990 AS FILE NO. 90-655448 OF OFFICIAL RECORDS.



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                                    EXHIBIT B

                               Building Floor Plan



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                                    EXHIBIT C

                                  Parking Areas



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                                    EXHIBIT D

                        SUBLEASE NONDISTURBANCE AGREEMENT

        This SUBLEASE NONDISTURBANCE AGREEMENT ("Agreement") is entered into on
October 26, 2000, by and between IPX CAMELBACK, LLC, an Arizona limited
liability company ("Master Lessor"), COHU, Inc., a Delaware corporation
("Sublessor"), and ANACOMP, INC., an Indiana corporation ("Subtenant"), with
reference to the following facts and circumstances:

                                    RECITALS

        A. Prior to the date of this Agreement, as intermediary for Sublessor,
Master Lessor entered into an agreement to purchase from Burnham Pacific
Operating Partnership, L.P., a Delaware limited partnership ("BPP") that certain
real property (the "Property") as more fully described in Exhibit "A" attached
hereto, which is improved with an industrial and office building, together with
all related improvements, located at 12365 Crosthwaite Circle, Poway, California
92064. The close of escrow of the purchase and sale of the Property is scheduled
to close on October 27, 2000.

        B. Concurrent with the close of escrow, Master Lessor, as Landlord, and
Sublessor, as Tenant, will enter into that certain Lease, dated as of October
27, 2000 (the "Master Lease"), pursuant to which Landlord will lease the
Property to Sublessor, a copy of which Master Lease is attached to this
Agreement as Exhibit "B."

        C. Concurrent with the execution of this Agreement, Sublessor, as
sublessor, and Subtenant, as subtenant, have entered into that certain Sublease
Agreement, dated as of October 26, 2000 (the "Sublease"), pursuant to which
Sublessor agreed to sublease the Property to Subtenant, a copy of which Sublease
is attached to this Agreement as Exhibit "C.

        D. The Sublease recites that it does not become effective until
Sublessor obtains and delivers to Subtenant a nondisturbance agreement with
Master Lessor whereby Master Lessor agrees, for itself and its assigns, to
recognize Subtenant's occupancy rights under the Sublease and not to disturb
Subtenant's occupancy rights under the Sublease, even following a termination of
the Master Lease, so long as Subtenant is not in default under the Sublease.


        Therefore, in consideration of the mutual promises contained herein, and
other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, Master Lessor, Sublessor and Subtenant, hereby agree as
follows:

                                    AGREEMENT

        1. NonDisturbance of Subtenancy. So long as Subtenant is not in default
in the performance of any of material term, covenant, obligation or condition of
the Sublease, regardless of any termination of the Master Lease, whether due to
a default thereunder by



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Sublessor (as tenant), expiration of the term thereof or otherwise, Master
Lessor (i) shall not join Subtenant as a party defendant in any action or
proceeding for the direct or indirect purpose of terminating Subtenant's
interest and estate under the Sublease, including because of any default by
Sublessor, as tenant, under the Master Lease, (ii) shall not disturb Subtenant's
occupancy of the Premises (as defined in the Sublease), and (iii) shall honor,
and not interfere with, Subtenant's other rights and privileges under the
Sublease.

        2. Attornment. If the Master Lease is terminated for any reason, all of
Sublessor's interests, as sublessor under the Sublease, shall be deemed
automatically assigned, transferred, and conveyed to, and assumed by, Master
Lessor and Master Lessor shall thereafter be bound on and to the Sublease to the
same extent Sublessor (as sublessor) was bound on the Sublease to Subtenant, and
shall have all the same rights under the Sublease that Sublessor (as sublessor)
had under the Sublease and Subtenant shall attorn to Master Lessor.

        3. Obligations of Master Lessor. Notwithstanding any other provision
contained herein or contained in the Sublease, upon termination of the Master
Lease for any reason, Master Lessor shall in no way be held responsible for any
of the Sublessor's indemnifications of the Subtenant under the Sublease,
including but not limited to the indemnifications and potential duties and
liabilities pertaining to Hazardous Substances.

        4. Fee Owner's Right to Sell. Notwithstanding any other provision
contained herein or contained in the Sublease, this agreement shall be binding
only for as long as Master Lease remains on title to the Property. Upon default
by Sublessor under the Master lease or under the Lease and Real Estate Purchase
Option Agreement, Master Lessor shall retain the right to sell the property in a
manner consistent with the terms of the Lease and Real Estate Purchase Option
Agreement. Upon transfer of title, Master Lessor shall be released from all
obligations under both this agreement and under the Sublease. Subtenant agrees
that the only cause of action for damages resulting from said transfer shall be
against Subtenant and not against Master Lessor.


        5. Attorneys' Fees. If either party should bring an action to enforce
the terms of this Agreement or declare rights under this Agreement, the
prevailing party in such action shall be entitled to reasonable attorneys' fees,
costs and expenses to be paid by the losing party in such action, except that if
the losing party is Master Lessor then Sublessor will pay all reasonable
attorney's fees, costs and expenses.

        6. Miscellaneous. This Agreement shall inure to the benefit of, and
shall be binding upon, the parties hereto and their respective successors and
permitted assigns. Counsel for all parties have read and approved the language
of this Agreement. The provisions of this Agreement shall be construed as a
whole according to their common meaning and not strictly for or against Tenant
or Landlord.This Agreement may not be amended, changed or waived except by a
writing signed by the parties hereto, and shall be construed and enforced in
accordance with the laws of the State of California. This Agreement supersedes
any prior oral agreements between the parties with respect to the subject matter
hereof, and the parties acknowledge that there are no oral agreements between
them with regard to such subject matter. This Agreement



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may be executed in multiple counterparts, each of which shall be deemed a
duplicate original, but all of which taken together shall constitute one and the
same instrument.



        IN WITNESS WHEREOF, the parties have duly executed this Nondisturbance
Agreement on the date first written above.


MASTER LESSOR:

IPX Camelback, LLC, an Arizona limited liability company

By:   Pacific American Property Exchange Corporation, a California corporation

Its:  Sole Member


By:   /s/  Michelle Sevchik
    ----------------------------------------------
      Michelle Sevchik, Transaction Supervisor


SUBLESSOR:

Cohu, Inc., a Delaware corporation

By:   /s/  John H. Allen
    ----------------------------------------------
      John H. Allen, VP Finance/CFO


SUBTENANT:

Anacomp, Inc., an Indiana corporation

By:   /s/  George C. Gaskin
    ----------------------------------------------
      George C. Gaskin, Senior Vice President



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