FIRST AMENDMENT TO LEASE
        BETWEEN WINDY PACIFIC PARTNERS AND PACIFIC MAILING CORPORATION


     THIS FIRST AMENDMENT TO LEASE (the "Amendment") is made and entered into as
of December 22, 1995 by and between WINDY PACIFIC PARTNERS ("Lessor") and
PACIFIC MAILING CORPORATION ("Lessee").

RECITALS:
--------

     A.  Lessor and Lessee are parties to that certain lease (the "Lease")
dated July 30, 1995 for a portion of the building on the real property commonly
known as Lot #3, Dumbarton Business Center, Newark, California.

AGREEMENT
---------

     NOW, THEREFORE, Lessor and Lessee agree as follows:

     1. Amendment of Lease.  The following paragraph 62 is hereby added to the
        ------------------
        Lease:

          62.  Additional Premises.
               -------------------

               62.1  Premises:  Rent, during the Additional Premises Lease Term,
               --------------
               the Premises shall include the remainder of the Building (the
               "Additional Premises") and the Monthly Base Rent payable
               hereunder shall be increased by $14,333.

               62.2  Additional Premises Lease Term.  The additional Premises
               ------------------------------------
               Lease Term shall commence thirty (30) days after Lessor notifies
               Lessee that the improvements described in paragraph 62.3 below
               are substantially complete and ready for occupancy and continue
               for sixty (6) months.

               62.3  Improvements.  Lessor will construct the tenant
               ------------------
               improvements to the additional Premises in accordance with the
               plans prepared by Vance M. Brown & Sons, Inc., a copy of which is
               attached hereto as Exhibit A.  All other work shall be at
               Lessee's cost and shall be subject to the terms of the work
               letter attached to the Lease.

               62.4  Base Rent Upon Execution; Security Deposit.  Concurrently
               -------------------------------------------------
               with the signing of this Amendment, Lessee is paying Lessor the
               sum of $28,666; $14,333 of which is payment of the first month's
               Base Rent with respect to the additional Premises and $14,333 of
               which is additional security deposit.  The additional security
               deposit shall be held in accordance with paragraph 5 and returned
               to Lessee upon expiration of the Additional Premises Lease Term
               in accordance with the terms of paragraph 5.

     2.  Miscellaneous.  Except as amended herein, the Lease shall remain in
         -------------
full force and effect.  Defined terms in the Lease shall have the same meaning
in this Amendment unless otherwise defined herein.  This Amendment constitutes
the entire agreement between the parties with respect to the subject matter
hereof.

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

LESSOR:                                  LESSEE:

Windy Pacific Partners,                  Pacific Mailing Corporation,
a general partnership                    a California corporation

By:  Windy Hill Investment Company,      By: /s/Michael Tuite
     Its:  Managing Partner                 -------------------------

                                         Its: President
     By:  /s/Willim J. Hurwick                -----------------------
          --------------------------
          William J. Hurwick

By:  California Pacific Commercial
     Corporation,
     a California corporation


     By:  /s/Daniel J. McGanney, III
          --------------------------------
          Daniel J. McGanney, III
<PAGE>

                       DRAWING SHOWING SLICES 1 - 2 - 3
                             MARKED AS EXHIBIT "A"
<PAGE>


Dumbarton Business Park    Office:        986 SF              December 18, 1995
Central Ave                Warehouse:  37,492 SF
Newark, CA                             ---------
                           Total:      38,478 SF

<TABLE>
<CAPTION>
                                               TOTAL COST
<S>                                            <C>         <C>
1.  Carpentry/Miscellaneous                       $ 7,710  $0.20
2.  Door, Frames and Hardware                       4,200   0.11
3.  Glass and Glazing Interior                        600   0.02
4.  Metal Studs and Gyp Board                      13,298   0.35
5.  Casework                                        1,160   0.03
6.  Chain Link Fencing (2,000 SF)                   3,950   0.10
7.  Acoustic Ceilings                                 888   0.02
8.  Insulation                                        714   0.02
9.  Carpet/VCT/Sheetvinyl                           2,196   0.06
10. Painting                                        1,600   0.04
11. Toilet Partitions & Accessories                 2,200   0.06
12. Plumbing                                        8,860   0.23
13. Fire Sprinklers                                 5,834   0.15
14. HVAC                                            6,380   0.17
15. Electrical                                     24,240   0.63
16. Architectural & Structural Design Fees          2,500   0.06
                                                  -------  -----
     Sub Total                                    $83,830  $2.18
          Permit Fees (Allow)                       1,200   0.03
          Contractor's Fee                          4,192   0.11
                                                  -------  -----
                    TOTAL                         $89,222  $2.32
</TABLE>

Exclusions:  Window Blinds; Security Systems, Telephone & Data Wiring.

Source: OneCLE Business Contracts.