<PAGE>

                              BASIC LEASE INFORMATION
                                    OFFICE GROSS

LEASE DATE:                             April 10, 1999

TENANT:                                 Path 1 Network Technologies, Inc. a
                                        Delaware corporation

TENANT'S NOTICE ADDRESS:                3636 Nobel Drive, Suite 275
                                        San Diego, CA  92122

TENANT'S BILLING ADDRESS:               3636 Nobel Drive, Suite 275
                                        San Diego, CA  92122

TENANT CONTACT:     Ronald D. Fellman   PHONE NUMBER:  619/
                                        FAX NUMBER:    619/

LANDLORD:                               Spieker Properties, L.P., a California
                                        limited partnership

LANDLORD'S NOTICE ADDRESS:              9255 Towne Centre Drive, Suite 100
                                        San Diego, CA  92122

LANDLORD'S REMITTANCE ADDRESS:          Spieker Properties
                                        Dept. 11811
                                        P.O. Box 60077
                                        Los Angeles, CA  90060-0077

PROJECT DESCRIPTION:                    Nobel Corporate Plaza, a 4 story office
                                        building located at 3636 Nobel Drive,
                                        San Diego, CA  92121 and as detailed in
                                        the attached Exhibit B.

BUILDING DESCRIPTION:                   That certain four-story Building as
                                        described in the Project Description.

PREMISES:                               Suite 275 of the Building, consisting of
                                        approximately 4,142 rentable square
                                        feet.

PERMITTED USE:                          General Office

OCCUPANCY DENSITY:                      4 people per 1,000 rentable square feet

PARKING DENSITY:                        3.4 spaces per 1,000 usable square feet

PARKING AND PARKING CHARGE:             Fourteen (14) parking spaces of which
                                        ten (10) shall be unreserved at no
                                        charge during the initial term and four
                                        (4) shall be underground and reserved at
                                        $50.00 per space, per month during the
                                        initial term.

SCHEDULED TERM COMMENCEMENT DATE:       June 1, 1999

SCHEDULED LENGTH OF TERM:               Thirty six (36) months

SCHEDULED TERM EXPIRATION DATE:         May 31, 2002

RENT:

<PAGE>

BASE RENT:                              Base rent for the period 6/1/99 -
                                        5/31/00 shall be $8,491.00 per month
                                        (subject to adjustment as provided in
                                        Paragraph 39. hereof)

BASE YEAR FOR OPERATING EXPENSES:       1999

SECURITY DEPOSIT:                       $36,736.00

TENANT'S PROPORTIONATE SHARE:

     OF BUILDING:                       4.00%

     OF PROJECT:                        4.00%

BUILDING HOURS                          7:00 AM - 7:00 PM Monday - Friday
                                        9:00 AM - 1:00 PM Saturday
                                        After Hours HVAC provided at $25.00 per
                                        hour

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

LANDLORD                                TENANT


Spieker Properties, L.P.,               Path 1 Network Technologies, Inc.,
a California limited partnership        a Delaware corporation

By:  Spieker Properties, Inc.,
     a Maryland corporation,            By:
     its general partner                     ---------------------
                                             Ronald D. Fellman
                                        Its: President

     By:
          ---------------------
          Richard L. Romney
          Its:  Senior Vice President

<PAGE>


                                  TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                 PAGE
<S>  <C>                                                                    <C>
     Basic Lease Information . . . . . . . . . . . . . . . . . . . . . . . . . . . .1
     Table of Contents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .3
1.   Premises. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .2
2.   Possession And Lease Commencement . . . . . . . . . . . . . . . . . . . . . . .2
3.   Term. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .2
4.   Use . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .2
5.   Rules And Regulations . . . . . . . . . . . . . . . . . . . . . . . . . . . . .2
6.   Rent. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .2
7.   Operating Expenses. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .2
8.   Insurance And Indemnification . . . . . . . . . . . . . . . . . . . . . . . . .2
9.   Waiver Of Subrogation . . . . . . . . . . . . . . . . . . . . . . . . . . . . .2
10.  Landlord's Repairs And Maintenance. . . . . . . . . . . . . . . . . . . . . . .2
11.  Tenant's Repairs And Maintenance. . . . . . . . . . . . . . . . . . . . . . . .2
12.  Alterations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .2
13.  Signs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .2
14.  Inspection/Posting Notices. . . . . . . . . . . . . . . . . . . . . . . . . . .2
15.  Services And Utilities. . . . . . . . . . . . . . . . . . . . . . . . . . . . .2
16.  Subordination . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .2
17.  Financial Statements. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .2
18.  Estoppel Certificate. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .2
19.  Security Deposit. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .2
20.  Imitation Of Tenant's Remedies. . . . . . . . . . . . . . . . . . . . . . . . .2
21.  Assignment And Subletting . . . . . . . . . . . . . . . . . . . . . . . . . . .2
22.  Authority . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .2
24.  Casualty Damage . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .2
25.  Holding Over. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .2
26.  Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .2
27.  Liens . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .2
28.  Substitution. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .2
29.  Transfers By Landlord . . . . . . . . . . . . . . . . . . . . . . . . . . . . .2
30.  Right Of Landlord To Perform Tenant's Covenants . . . . . . . . . . . . . . . .2
31.  Waiver. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .2
32.  Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .2
33.  Attorneys' Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .2
34.  Successors And Assigns. . . . . . . . . . . . . . . . . . . . . . . . . . . . .2
36.  Surrender Of Premises . . . . . . . . . . . . . . . . . . . . . . . . . . . . .2
37.  Parking . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .2
38.  Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .2
39.  Additional Provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . .2
40.  Jury Trial Waiver . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .2
     Signatures. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
</TABLE>


Exhibits:

   Exhibit A. . . . . . . . . . . . . . . . . . . . . . .Rules and Regulations
   Exhibit B. . . . . . . . . . . . . . . . . .Site Plan, Property Description
   Exhibit C. . . . . . . . . . . . . . Tenant Improvements and Specifications

<PAGE>

                                       LEASE

THIS LEASE is made as of the 10th day of April, 1999, by and between Spieker
Properties, L.P., a California limited partnership (hereinafter called
"LANDLORD"), and Path 1 Network Technologies, Inc., a Delaware corporation
(hereinafter called "TENANT").


                             1.        PREMISES

     Landlord leases to Tenant and Tenant leases from Landlord, upon the terms
and conditions hereinafter set forth, those premises (the "PREMISES") outlined
in red on EXHIBIT B and described in the Basic Lease Information.  The Premises
shall be all or part of a building (the "BUILDING") and of a project (the
"PROJECT"), which may consist of more than one building and additional
facilities, as described in the Basic Lease Information.  The Building and
Project are outlined in blue and green respectively on EXHIBIT B.  Landlord and
Tenant acknowledge that physical changes may occur from time to time in the
Premises, Building or Project, and that the number of buildings and additional
facilities which constitute the Project may change from time to time, which may
result in an adjustment in Tenant's Proportionate Share, as defined in the Basic
Lease Information, as provided in Paragraph 7.A.

                  2.        POSSESSION AND LEASE COMMENCEMENT

A.   RESERVED.

B.   CONSTRUCTION OF IMPROVEMENTS.  If this Lease pertains to a Building to be
constructed or improvements to be constructed within a Building, the provisions
of this Paragraph 2.B. shall apply in lieu of the provisions of Paragraph 2.A.
above and the term commencement date ("TERM COMMENCEMENT DATE") shall be the
earlier of the date on which: (1) Tenant takes possession of some or all of the
Premises; or (2) the improvements to be constructed or performed in the Premises
by Landlord (if any) shall have been substantially completed in accordance with
the plans and specifications, if any, described on EXHIBIT C and Tenant's taking
of possession of the Premises or any part thereof shall constitute Tenant's
confirmation of substantial completion for all purposes hereof, whether or not
substantial completion of the Building or Project shall have occurred.  If for
any reason Landlord cannot deliver possession of the Premises to Tenant on the
scheduled Term Commencement Date, Landlord shall not be subject to any liability
therefor, nor shall Landlord be in default hereunder nor shall such failure
affect the validity of this Lease, and Tenant agrees to accept possession of the
Premises at such time as such improvements have been substantially completed,
which date shall then be deemed the Term Commencement Date.  Tenant shall not be
liable for any Rent for any period prior to the Term Commencement Date (but
without affecting any obligations of Tenant under any improvement agreement
appended to this Lease).  In the event of any dispute as to substantial
completion of work performed or required to be performed by Landlord, the
certificate of Landlord's architect or general contractor shall be conclusive.
Substantial completion shall have occurred notwithstanding Tenant's submission
of a punchlist to Landlord, which Tenant shall submit, if at all, within three
(3) business days after the Term Commencement Date or otherwise in accordance
with any improvement agreement appended to this Lease.  Upon Landlord's request,
Tenant shall promptly execute and return to Landlord a "Start-Up Letter" in
which Tenant shall agree, among other things, to acceptance of the Premises and
to the determination of the Term Commencement Date, in accordance with the terms
of this Lease, but Tenant's failure or refusal to do so shall not negate
Tenant's acceptance of the Premises or affect determination of the Term
Commencement Date.

                                    3.     TERM

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

<PAGE>

                                     4.     USE

A.   GENERAL.  Tenant shall use the Premises for the permitted use specified in
the Basic Lease Information ("PERMITTED USE") and for no other use or purpose.
Tenant shall control Tenant's employees, agents, customers, visitors, invitees,
licensees, contractors, assignees and subtenants (collectively, "TENANT'S
PARTIES") in such a manner that Tenant and Tenant's Parties cumulatively do not
exceed the occupant density (the "OCCUPANCY DENSITY") or the parking density
(the "PARKING DENSITY") specified in the Basic Lease Information at any time.
Tenant shall pay the Parking Charge specified in the Basic Lease Information as
Additional Rent (as hereinafter defined) hereunder.  So long as Tenant is
occupying the Premises, Tenant and Tenant's Parties shall have the nonexclusive
right to use, in common with other parties occupying the Building or Project,
the parking areas, driveways and other common areas of the Building and Project,
subject to the terms of this Lease and such rules and regulations as Landlord
may from time to time prescribe.  Landlord reserves the right, without notice or
liability to Tenant, and without the same constituting an actual or constructive
eviction, to alter or modify the common areas from time to time, including the
location and configuration thereof, and the amenities and facilities which
Landlord may determine to provide from time to time.

B.   LIMITATIONS.  Tenant shall not permit any odors, smoke, dust, gas,
substances, noise or vibrations to emanate from the Premises or from any portion
of the common areas as a result of Tenant's or any Tenant's Party's use thereof,
nor take any action which would constitute a nuisance or would disturb, obstruct
or endanger any other tenants or occupants of the Building or Project or
elsewhere, or interfere with their use of their respective premises or common
areas.  Storage outside the Premises of materials, vehicles or any other items
is prohibited.  Tenant shall not use or allow the Premises to be used for any
immoral, improper or unlawful purpose, nor shall Tenant cause or maintain or
permit any nuisance in, on or about the Premises.  Tenant shall not commit or
suffer the commission of any waste in, on or about the Premises.  Tenant shall
not allow any sale by auction upon the Premises, or place any loads upon the
floors, walls or ceilings which could endanger the structure, or place any
harmful substances in the drainage system of the Building or Project.  No waste,
materials or refuse shall be dumped upon or permitted to remain outside the
Premises.  Landlord shall not be responsible to Tenant for the non-compliance by
any other tenant or occupant of the Building or Project with any of the
above-referenced rules or any other terms or provisions of such tenant's or
occupant's lease or other contract.

C.   COMPLIANCE WITH REGULATIONS.  By entering the Premises, Tenant accepts the
Premises in the condition existing as of the date of such entry.  Tenant shall
at its sole cost and expense strictly comply with all existing or future
applicable municipal, state and federal and other governmental statutes, rules,
requirements, regulations, laws and ordinances, including zoning ordinances and
regulations, and covenants, easements and restrictions of record governing and
relating to the use, occupancy or possession of the Premises, to Tenant's use of
the common areas, or to the use, storage, generation or disposal of Hazardous
Materials (hereinafter defined) (collectively "REGULATIONS").  Tenant shall at
its sole cost and expense obtain any and all licenses or permits necessary for
Tenant's use of the Premises.  Tenant shall at its sole cost and expense
promptly comply with the requirements of any board of fire underwriters or other
similar body now or hereafter constituted.  Tenant shall not do or permit
anything to be done in, on, under or about the Project or bring or keep anything
which will in any way increase the rate of any insurance upon the Premises,
Building or Project or upon any contents therein or cause a cancellation of said
insurance or otherwise affect said insurance in any manner.  Tenant shall
indemnify, defend (by counsel reasonably acceptable to Landlord), protect and
hold Landlord harmless from and against any loss, cost, expense, damage,
attorneys' fees or liability arising out of the failure of Tenant to comply with
any Regulation.  Tenant's obligations pursuant to the foregoing indemnity shall
survive the expiration or earlier termination of this Lease.

D.   HAZARDOUS MATERIALS.  As used in this Lease, "HAZARDOUS MATERIALS" shall
include, but not be limited to, hazardous, toxic and radioactive materials and
those substances defined as "hazardous substances," "hazardous materials,"
"hazardous wastes," "toxic substances," or other similar designations in any
Regulation.  Tenant shall not cause, or allow any of Tenant's Parties to cause,
any Hazardous Materials to be handled, used, generated, stored, released or
disposed of in, on, under or about the Premises, the Building or the Project or
surrounding land or environment in violation of any Regulations.  Tenant must
obtain Landlord's written consent prior to the introduction of any Hazardous
Materials onto the Project.  Notwithstanding the foregoing, Tenant may handle,
store, use and dispose of products containing small quantities of Hazardous
Materials for "general office purposes" (such as toner for copiers) to the
extent customary and necessary for the Permitted Use of the Premises; provided
that Tenant shall always handle, store, use, and dispose of any such Hazardous
Materials in a safe and lawful manner and never allow such Hazardous Materials
to contaminate the Premises, Building, or Project or surrounding land or
environment.  Tenant shall immediately notify Landlord in writing of any
Hazardous Materials' contamination of any portion of the Project of which Tenant
becomes aware, whether or not caused by Tenant.  Landlord shall have the right
at all reasonable times to inspect the Premises and to conduct tests and
investigations to determine whether Tenant is in compliance with the foregoing
provisions, the costs of all such inspections, tests and investigations to be
borne by Tenant.  Tenant shall indemnify, defend (by counsel reasonably
acceptable to Landlord), protect and hold Landlord harmless from and against any
and all claims, liabilities, losses, costs, loss of rents, liens, damages,
injuries or expenses (including

<PAGE>

attorneys' and consultants' fees and court costs), demands, causes of action, or
judgments directly or indirectly arising out of or related to the use,
generation, storage, release, or disposal of Hazardous Materials by Tenant or
any of Tenant's Parties in, on, under or about the Premises, the Building or the
Project or surrounding land or environment, which indemnity shall include,
without limitation, damages for personal or bodily injury, property damage,
damage to the environment or natural resources occurring on or off the Premises,
losses attributable to diminution in value or adverse effects on marketability,
the cost of any investigation, monitoring, government oversight, repair,
removal, remediation, restoration, abatement, and disposal, and the preparation
of any closure or other required plans, whether such action is required or
necessary prior to or following the expiration or earlier termination of this
Lease.  Neither the consent by Landlord to the use, generation, storage, release
or disposal of Hazardous Materials nor the strict compliance by Tenant with all
laws pertaining to Hazardous Materials shall excuse Tenant from Tenant's
obligation of indemnification pursuant to this Paragraph 4.D.  Tenant's
obligations pursuant to the foregoing indemnity shall survive the expiration or
earlier termination of this Lease.

                            5.     RULES AND REGULATIONS

     Tenant shall faithfully observe and comply with the building rules and
regulations attached hereto as EXHIBIT A and any other rules and regulations and
any modifications or additions thereto which Landlord may from time to time
prescribe in writing for the purpose of maintaining the proper care,
cleanliness, safety, traffic flow and general order of the Premises or the
Building or Project.  Tenant shall cause Tenant's Parties to comply with such
rules and regulations.  Landlord shall not be responsible to Tenant for the
non-compliance by any other tenant or occupant of the Building or Project with
any of such rules and regulations, any other tenant's or occupant's lease or any
Regulations.

                                    6.     RENT

A.   BASE RENT.  Tenant shall pay to Landlord and Landlord shall receive,
without notice or demand throughout the Term, Base Rent as specified in the
Basic Lease Information, payable in monthly installments in advance on or before
the first day of each calendar month, in lawful money of the United States,
without deduction or offset whatsoever, at the Remittance Address specified in
the Basic Lease Information or to such other place as Landlord may from time to
time designate in writing.  Base Rent for the first full month of the Term shall
be paid by Tenant upon Tenant's execution of this Lease.  If the obligation for
payment of Base Rent commences on a day other than the first day of a month,
then Base Rent shall be prorated and the prorated installment shall be paid on
the first day of the calendar month next succeeding the Term Commencement Date.
The Base Rent payable by Tenant hereunder is subject to adjustment as provided
elsewhere in this Lease, as applicable.  As used herein, the term "Base Rent"
shall mean the Base Rent specified in the Basic Lease Information as it may be
so adjusted from time to time.

B.   ADDITIONAL RENT.  All monies other than Base Rent required to be paid by
Tenant hereunder, including, but not limited to, Tenant's Proportionate Share of
Operating Expenses, as specified in Paragraph 7 of this Lease, charges to be
paid by Tenant under Paragraph 15, the interest and late charge described in
Paragraphs 26.C. and D., and any monies spent by Landlord pursuant to Paragraph
30, shall be considered additional rent ("ADDITIONAL RENT").  "RENT" shall mean
Base Rent and Additional Rent.

                             7.     OPERATING EXPENSES

A.   OPERATING EXPENSES.  In addition to the Base Rent required to be paid
hereunder, beginning with the expiration of the Base Year specified in the Basic
Lease Information (the "BASE YEAR"), Tenant shall pay as Additional Rent,
Tenant's Proportionate Share of the Building and/or Project (as applicable), as
defined in the Basic Lease Information, of increases in Operating Expenses
(defined below) over the Operating Expenses incurred by Landlord during the Base
Year (the "BASE YEAR OPERATING EXPENSES"), in the manner set forth below.
Tenant shall pay the applicable Tenant's Proportionate Share of each such
Operating Expenses.  Landlord and Tenant acknowledge that if the number of
buildings which constitute the Project increases or decreases, or if physical
changes are made to the Premises, Building or Project or the configuration of
any thereof, Landlord may at its discretion reasonably adjust Tenant's
Proportionate Share of the Building or Project to reflect the change.
Landlord's determination of Tenant's Proportionate Share of the Building and of
the Project shall be conclusive so long as it is reasonably and consistently
applied.  "OPERATING EXPENSES" shall mean all expenses and costs of every kind
and nature which Landlord shall pay or become obligated to pay, because of or in
connection with the ownership, management, maintenance, repair, preservation,
replacement and operation of the Building or Project and its supporting
facilities and such additional facilities now and in subsequent years as may be
determined by Landlord to be necessary or desirable to the Building and/or
Project (as determined in a reasonable manner) other than those expenses and
costs which are

<PAGE>

specifically attributable to Tenant or which are expressly made the financial
responsibility of Landlord or specific tenants of the Building or Project
pursuant to this Lease.  Operating Expenses shall include, but are not limited
to, the following:

     (1)  TAXES.  All real property taxes and assessments, possessory interest
     taxes, sales taxes, personal property taxes, business or license taxes or
     fees, gross receipts taxes, service payments in lieu of such taxes or fees,
     annual or periodic license or use fees, excises, transit charges, and other
     impositions, general and special, ordinary and extraordinary, unforeseen as
     well as foreseen, of any kind (including fees "in-lieu" of any such tax or
     assessment) which are now or hereafter assessed, levied, charged,
     confirmed, or imposed by any public authority upon the Building or Project,
     its operations or the Rent (or any portion or component thereof), or any
     tax, assessment or fee imposed in substitution, partially or totally, of
     any of the above.   Operating Expenses shall also include any taxes,
     assessments, reassessments, or other fees or impositions with respect to
     the development, leasing, management, maintenance, alteration, repair, use
     or occupancy of the Premises, Building or Project or any portion thereof,
     including, without limitation, by or for Tenant, and all increases therein
     or reassessments thereof whether the increases or reassessments result from
     increased rate and/or valuation (whether upon a transfer of the Building or
     Project or any portion thereof or any interest therein or for any other
     reason).  Operating Expenses shall not include inheritance or estate taxes
     imposed upon or assessed against the interest of any person in the Project,
     or taxes computed upon the basis of the net income of any owners of any
     interest in the Project.  If it shall not be lawful for Tenant to reimburse
     Landlord for all or any part of such taxes, the monthly rental payable to
     Landlord under this Lease shall be revised to net Landlord the same net
     rental after imposition of any such taxes by Landlord as would have been
     payable to Landlord prior to the payment of any such taxes.

     (2)  INSURANCE.  All insurance premiums and costs, including, but not
     limited to, any deductible amounts, premiums and other costs of insurance
     incurred by Landlord, including for the insurance coverage set forth in
     Paragraph 8.A. herein.

     (3)   COMMON AREA MAINTENANCE.

          (a)  Repairs, replacements, and general maintenance of and for the
          Building and Project and public and common areas and facilities of and
          comprising the Building and Project, including, but not limited to,
          the roof and roof membrane, windows, elevators, restrooms, conference
          rooms, health club facilities, lobbies, mezzanines, balconies,
          mechanical rooms, building exteriors, alarm systems, pest
          extermination, landscaped areas, parking and service areas, driveways,
          sidewalks, loading areas, fire sprinkler systems, sanitary and storm
          sewer lines, utility services, heating/ventilation/air conditioning
          systems, electrical, mechanical or other systems, telephone equipment
          and wiring servicing, plumbing, lighting, and any other items or areas
          which affect the operation or appearance of the Building or Project,
          which determination shall be at Landlord's discretion, except for:
          those items expressly made the financial responsibility of Landlord
          pursuant to Paragraph 10 hereof; those items to the extent paid for by
          the proceeds of insurance; and those items attributable solely or
          jointly to specific tenants of the Building or Project.

          (b)  Repairs, replacements, and general maintenance shall include the
          cost of any capital improvements made to or capital assets acquired
          for the Project or Building that in Landlord's discretion may reduce
          any other Operating Expenses, including present or future repair work,
          are reasonably necessary for the health and safety of the occupants of
          the Building or Project, or are required to comply with any
          Regulation, such costs or allocable portions thereof to be amortized
          over such reasonable period as Landlord shall determine, together with
          interest on the unamortized balance at the publicly announced "prime
          rate" charged by Wells Fargo Bank, N.A. (San Francisco) or its
          successor at the time such improvements or capital assets are
          constructed or acquired, plus two (2) percentage points, or in the
          absence of such prime rate, then at the U.S. Treasury six-month market
          note (or bond, if so designated) rate as published by any national
          financial publication selected by Landlord, plus four (4) percentage
          points, but in no event more than the maximum rate permitted by law,
          plus reasonable financing charges.

          (c)  Payment under or for any easement, license, permit, operating
          agreement, declaration, restrictive covenant or instrument relating to
          the Building or Project.

          (d)  All expenses and rental related to services and costs of
          supplies, materials and equipment used in operating, managing and
          maintaining the Premises, Building and Project, the equipment therein
          and the

<PAGE>

          adjacent sidewalks, driveways, parking and service areas, including,
          without limitation, expenses related to service agreements regarding
          security, fire and other alarm systems, janitorial services, window
          cleaning, elevator maintenance, Building exterior maintenance,
          landscaping and expenses related to the administration, management and
          operation of the Project, including without limitation salaries, wages
          and benefits and management office rent.

          (e)  The cost of supplying any services and utilities which benefit
          all or a portion of the Premises, Building or Project, including
          without limitation services and utilities provided pursuant to
          Paragraph 15 hereof.

          (f)  Legal expenses and the cost of audits by certified public
          accountants; provided, however, that legal expenses chargeable as
          Operating Expenses shall not include the cost of negotiating leases,
          collecting rents, evicting tenants nor shall it include costs incurred
          in legal proceedings with or against any tenant or to enforce the
          provisions of any lease.

          (g)  A management and accounting cost recovery fee equal to five
          percent (5%) of the sum of the Project's base rents and Operating
          Expenses to the extent not included in such base rents (other than
          such management and accounting fee).

If the rentable area of the Building and/or Project is not fully occupied during
any fiscal year of the Term as determined by Landlord, an adjustment may be made
in Landlord's discretion in computing the Operating Expenses for such year so
that Tenant pays an equitable portion of all variable items (e.g., utilities,
janitorial services and other component expenses that are affected by variations
in occupancy levels) of Operating Expenses, as reasonably determined by
Landlord; provided, however, that in no event shall Landlord be entitled to
collect in excess of one hundred percent (100%) of the total Operating Expenses
from all of the tenants in the Building or Project, as the case may be.

Operating Expenses shall not include the cost of providing tenant improvements
or other specific costs incurred for the account of, separately billed to and
paid by specific tenants of the Building or Project, the initial construction
cost of the Building, or debt service on any mortgage or deed of trust recorded
with respect to the Project other than pursuant to Paragraph 7.A.(3)(b) above.
Notwithstanding anything herein to the contrary, in any instance wherein
Landlord, in Landlord's sole discretion, deems Tenant to be responsible for any
amounts greater than Tenant's Proportionate Share, Landlord shall have the right
to allocate costs in any manner Landlord deems appropriate.

The above enumeration of services and facilities shall not be deemed to impose
an obligation on Landlord to make available or provide such services or
facilities except to the extent if any that Landlord has specifically agreed
elsewhere in this Lease to make the same available or provide the same.  Without
limiting the generality of the foregoing, Tenant acknowledges and agrees that it
shall be responsible for providing adequate security for its use of the
Premises, the Building and the Project and that Landlord shall have no
obligation or liability with respect thereto, except to the extent if any that
Landlord has specifically agreed elsewhere in this Lease to provide the same.

B.   PAYMENT OF ESTIMATED OPERATING EXPENSES.  "ESTIMATED OPERATING EXPENSES"
for any particular year shall mean Landlord's estimate of the Operating Expenses
for such fiscal year made with respect to such fiscal year as hereinafter
provided.  Landlord shall have the right from time to time to revise its fiscal
year and interim accounting periods so long as the periods as so revised are
reconciled with prior periods in a reasonable manner.  During the last month of
each fiscal year during the Term, or as soon thereafter as practicable, Landlord
shall give Tenant written notice of the Estimated Operating Expenses for the
ensuing fiscal year.  Tenant shall pay Tenant's Proportionate Share of the
difference between Estimated Operating Expenses and Base Year Operating Expenses
with installments of Base Rent for the fiscal year to which the Estimated
Operating Expenses applies in monthly installments on the first day of each
calendar month during such year, in advance.  Such payment shall be construed to
be Additional Rent for all purposes hereunder.  If at any time during the course
of the fiscal year, Landlord determines that Operating Expenses are projected to
vary from the then Estimated Operating Expenses by more than five percent (5%),
Landlord may, by written notice to Tenant, revise the Estimated Operating
Expenses for the balance of such fiscal year, and Tenant's monthly installments
for the remainder of such year shall be adjusted so that by the end of such
fiscal year Tenant has paid to Landlord Tenant's Proportionate Share of the
revised difference between Estimated Operating Expenses and Base Year Operating
Expenses for such year, such revised installment amounts to be Additional Rent
for all purposes hereunder.
<PAGE>

C.   COMPUTATION OF OPERATING EXPENSE ADJUSTMENT.  "OPERATING EXPENSE
ADJUSTMENT" shall mean the difference between Estimated Operating Expenses and
actual Operating Expenses for any fiscal year, over Base Year Operating
Expenses, determined as hereinafter provided.  Within one hundred twenty (120)
days after the end of each fiscal year, or as soon thereafter as practicable,
Landlord shall deliver to Tenant a statement of actual Operating Expenses for
the fiscal year just ended, accompanied by a computation of Operating Expense
Adjustment.  If such statement shows that Tenant's payment based upon Estimated
Operating Expenses is less than Tenant's Proportionate Share of actual increases
in Operating Expenses over the Base Year Operating Expenses, then Tenant shall
pay to Landlord the difference within twenty (20) days after receipt of such
statement, such payment to constitute Additional Rent for all purposes
hereunder.  If such statement shows that Tenant's payments of Estimated
Operating Expenses exceed Tenant's Proportionate Share of actual increases in
Operating Expenses over the Base Year Operating Expenses, then (provided that
Tenant is not in default under this Lease) Landlord shall pay to Tenant the
difference within twenty (20) days after delivery of such statement to Tenant.
If this Lease has been terminated or the Term hereof has expired prior to the
date of such statement, then the Operating Expense Adjustment shall be paid by
the appropriate party within twenty (20) days after the date of delivery of the
statement. Tenant's obligation to pay increases in Operating Expenses over the
Base Year Operating Expenses shall commence on January 1 of the year succeeding
the Base Year.  Should this Lease terminate at any time other than the last day
of the fiscal year, Tenant's Proportionate Share of the Operating Expense
Adjustment shall be prorated based on a month of 30 days and the number of
calendar months during such fiscal year that this Lease is in effect. Tenant
shall in no event be entitled to any credit if Operating Expenses in any year
are less than Base Year Operating Expenses.  Notwithstanding anything to the
contrary contained in Paragraph 7.A or 7.B, Landlord's failure to provide any
notices or statements within the time periods specified in those paragraphs
shall in no way excuse Tenant from its obligation to pay Tenant's Proportionate
Share of increases in Operating Expenses.

D.   GROSS LEASE.  This shall be a gross Lease; however, it is intended that
Base Rent shall be paid to Landlord absolutely net of all costs and expenses
other than Operating Expenses each year equal to Tenant's Proportionate Share of
Base Year Operating Expenses, except as otherwise specifically provided to the
contrary in this Lease.  The provisions for payment of increases in Operating
Expenses and the Operating Expense Adjustment are intended to pass on to Tenant
and reimburse Landlord for all costs and expenses of the nature described in
Paragraph 7.A. incurred in connection with the ownership, management,
maintenance, repair, preservation, replacement and operation of the Building
and/or Project and its supporting facilities and such additional facilities, in
excess of the Base Year Operating Expenses, now and in subsequent years as may
be determined by Landlord to be necessary or desirable to the Building and/or
Project.

E.   TENANT AUDIT.  If Tenant shall dispute the amount set forth in any
statement provided by Landlord under Paragraph 7.B. or 7.C. above, Tenant shall
have the right, not later than twenty (20) days following receipt of such
statement and upon the condition that Tenant shall first deposit with Landlord
the full amount in dispute, to cause Landlord's books and records with respect
to Operating Expenses for such fiscal year to be audited by certified public
accountants selected by Tenant and subject to Landlord's reasonable right of
approval.  The Operating Expense Adjustment shall be appropriately adjusted on
the basis of such audit.  If such audit discloses a liability for a refund in
excess of ten percent (10%) of Tenant's Proportionate Share of the Operating
Expenses previously reported, the cost of such audit shall be borne by Landlord;
otherwise the cost of such audit shall be paid by Tenant.  If Tenant shall not
request an audit in accordance with the provisions of this Paragraph 7.E. within
twenty (20) days after receipt of Landlord's statement provided pursuant to
Paragraph 7.B. or 7.C., such statement shall be final and binding for all
purposes hereof.

                     8.   INSURANCE AND INDEMNIFICATION

A.   LANDLORD'S INSURANCE.  All insurance maintained by Landlord shall be for
the sole benefit of Landlord and under Landlord's sole control.

     (1)  PROPERTY INSURANCE.  Landlord agrees to maintain property insurance
     insuring the Building against damage or destruction due to risk including
     fire, vandalism, and malicious mischief in an amount not less than the
     replacement cost thereof, in the form and with deductibles and endorsements
     as selected by Landlord.  At its election, Landlord may instead (but shall
     have no obligation to) obtain "All Risk" coverage, and may also obtain
     earthquake, pollution, and/or flood insurance in amounts selected by
     Landlord.

     (2)  OPTIONAL INSURANCE.  Landlord, at Landlord's option, may also (but
     shall have no obligation to) carry insurance against loss of rent, in an
     amount equal to the amount of Base Rent and Additional Rent that Landlord
     could be required to abate to all Building tenants in the event of
     condemnation or casualty damage for a period of

<PAGE>

     twelve (12) months.  Landlord may also (but shall have no obligation to)
     carry such other insurance as Landlord may deem prudent or advisable,
     including, without limitation, liability insurance in such amounts and on
     such terms as Landlord shall determine.  Landlord shall not be obligated to
     insure, and shall have no responsibility whatsoever for any damage to, any
     furniture, machinery, goods, inventory or supplies, or other personal
     property or fixtures which Tenant may keep or maintain in the Premises, or
     any leasehold improvements, additions or alterations within the Premises.

B.   TENANT'S INSURANCE.

     (1)  PROPERTY INSURANCE.  Tenant shall procure at Tenant's sole cost and
     expense and keep in effect from the date of this Lease and at all times
     until the end of the Term, insurance on all personal property and fixtures
     of Tenant and all improvements, additions or alterations made by or for
     Tenant to the Premises on an "All Risk" basis, insuring such property for
     the full replacement value of such property.

     (2)  LIABILITY INSURANCE.  Tenant shall procure at Tenant's sole cost and
     expense and keep in effect from the date of this Lease and at all times
     until the end of the Term Commercial General Liability insurance covering
     bodily injury and property damage liability occurring in or about the
     Premises or arising out of the use and occupancy of the Premises and the
     Project, and any part of either, and any areas adjacent thereto, and the
     business operated by Tenant or by any other occupant of the Premises.  Such
     insurance shall include contractual liability insurance coverage insuring
     all of Tenant's indemnity obligations under this Lease.  Such coverage
     shall have a minimum combined single limit of liability of at least Two
     Million Dollars ($2,000,000.00), and a minimum general aggregate limit of
     Three Million Dollars ($3,000,000.00), with an "Additional Insured -
     Managers or Lessors of Premises Endorsement."  All such policies shall be
     written to apply to all bodily injury (including death), property damage or
     loss, personal and advertising injury and other covered loss, however
     occasioned, occurring during the policy term, shall be endorsed to add
     Landlord and any party holding an interest to which this Lease may be
     subordinated as an additional insured, and shall provide that such coverage
     shall be "PRIMARY" and non-contributing with any insurance maintained by
     Landlord, which shall be excess insurance only.  Such coverage shall also
     contain endorsements including employees as additional insureds if not
     covered by Tenant's Commercial General Liability Insurance.  All such
     insurance shall provide for the severability of interests of insureds; and
     shall be written on an "OCCURRENCE" basis, which shall afford coverage for
     all claims based on acts, omissions, injury and damage, which occurred or
     arose (or the onset of which occurred or arose) in whole or in part during
     the policy period.

     (3)  WORKERS' COMPENSATION AND EMPLOYERS' LIABILITY INSURANCE.  Tenant
     shall carry Workers' Compensation Insurance as required by any Regulation,
     throughout the Term at Tenant's sole cost and expense.  Tenant shall also
     carry Employers' Liability Insurance in amounts not less than One Million
     Dollars ($1,000,000) each accident for bodily injury by accident; One
     Million Dollars ($1,000,000) policy limit for bodily injury by disease; and
     One Million Dollars ($1,000,000) each employee for bodily injury by
     disease, throughout the Term at Tenant's sole cost and expense.

     (4)  GENERAL INSURANCE REQUIREMENTS.  All coverages described in this
     Paragraph 8.B. shall be endorsed to (i) provide Landlord with thirty (30)
     days' notice of cancellation or change in terms; and (ii) waive all rights
     of subrogation by the insurance carrier against Landlord.  If at any time
     during the Term the amount or coverage of insurance which Tenant is
     required to carry under this Paragraph 8.B. is, in Landlord's reasonable
     judgment, materially less than the amount or type of insurance coverage
     typically carried by owners or tenants of properties located in the general
     area in which the Premises are located which are similar to and operated
     for similar purposes as the Premises or if Tenant's use of the Premises
     should change with or without Landlord's consent, Landlord shall have the
     right to require Tenant to increase the amount or change the types of
     insurance coverage required under this Paragraph 8.B.  All insurance
     policies required to be carried by Tenant under this Lease shall be written
     by companies rated A X or better in "Best's Insurance Guide" and authorized
     to do business in the State of California.  In any event deductible amounts
     under all insurance policies required to be carried by Tenant under this
     Lease shall not exceed Five Thousand Dollars ($5,000.00) per occurrence.
     Tenant shall deliver to Landlord on or before the Term Commencement Date,
     and thereafter at least thirty (30) days before the expiration dates of the
     expired policies, certified copies of Tenant's insurance policies, or a
     certificate evidencing the same issued by the insurer thereunder; and, if
     Tenant shall fail to procure such insurance, or to deliver such policies or
     certificates, Landlord may, at Landlord's option and in addition to
     Landlord's other remedies in the event of a default by Tenant hereunder,
     procure the same for the account of Tenant, and the cost thereof shall be
     paid to Landlord as Additional Rent.

<PAGE>

C.   INDEMNIFICATION.  Tenant shall indemnify, defend by counsel reasonably
acceptable to Landlord, protect and hold Landlord harmless from and against any
and all claims, liabilities, losses, costs, loss of rents, liens, damages,
injuries or expenses, including reasonable attorneys' and consultants' fees and
court costs, demands, causes of action, or judgments, directly or indirectly
arising out of or related to: (1) claims of injury to or death of persons or
damage to property occurring or resulting directly or indirectly from the use or
occupancy of the Premises, Building or Project by Tenant or Tenant's Parties, or
from activities or failures to act of Tenant or Tenant's Parties; (2) claims
arising from work or labor performed, or for materials or supplies furnished to
or at the request or for the account of Tenant in connection with performance of
any work done for the account of Tenant within the Premises or Project; (3)
claims arising from any breach or default on the part of Tenant in the
performance of any covenant contained in this Lease; and (4) claims arising from
the negligence or intentional acts or omissions of Tenant or Tenant's Parties.
The foregoing indemnity by Tenant shall not be applicable to claims to the
extent arising from the gross negligence or willful misconduct of Landlord.
Landlord shall not be liable to Tenant and Tenant hereby waives all claims
against Landlord for any injury or damage to any person or property in or about
the Premises, Building or Project by or from any cause whatsoever (other than
Landlord's gross negligence or willful misconduct) and, without limiting the
generality of the foregoing, whether caused by water leakage of any character
from the roof, walls, basement or other portion of the Premises, Building or
Project, or caused by gas, fire, oil or electricity in, on or about the
Premises, Building or Project.  The provisions of this Paragraph shall survive
the expiration or earlier termination of this Lease.

                       9.        WAIVER OF SUBROGATION

     To the extent permitted by law and without affecting the coverage provided
by insurance to be maintained hereunder or any other rights or remedies,
Landlord and Tenant each waive any right to recover against the other for: (a)
damages for injury to or death of persons; (b) damages to property, including
personal property; (c) damages to the Premises or any part thereof; and (d)
claims arising by reason of the foregoing due to hazards covered by insurance
maintained or required to be maintained pursuant to this Lease to the extent of
proceeds recovered therefrom, or proceeds which would have been recoverable
therefrom in the case of the failure of any party to maintain any insurance
coverage required to be maintained by such party pursuant to this Lease.  This
provision is intended to waive fully, any rights and/or claims arising by reason
of the foregoing, but only to the extent that any of the foregoing damages
and/or claims referred to above are covered or would be covered, and only to the
extent of such coverage, by insurance actually carried or required to be
maintained pursuant to this Lease by either Landlord or Tenant.  This provision
is also intended to waive fully, and for the benefit of each party, any rights
and/or claims which might give rise to a right of subrogation on any insurance
carrier.  Subject to all qualifications of this Paragraph 9, Landlord waives its
rights as specified in this Paragraph 9 with respect to any subtenant that it
has approved pursuant to Paragraph 21 but only in exchange for the written
waiver of such rights to be given by such subtenant to Landlord upon such
subtenant taking possession of the Premises or a portion thereof.  Each party
shall cause each insurance policy obtained by it to provide that the insurance
company waives all right of recovery by way of subrogation against either party
in connection with any damage covered by any policy.

                10.       LANDLORD'S REPAIRS AND MAINTENANCE

     Landlord shall at Landlord's expense maintain in good repair, reasonable
wear and tear excepted, the structural soundness of the roof, foundations, and
exterior walls of the Building.  The term "exterior walls" as used herein shall
not include windows, glass or plate glass, doors, special store fronts or office
entries.  Any damage caused by or repairs necessitated by any negligence or act
of Tenant or Tenant's Parties may be repaired by Landlord at Landlord's option
and Tenant's expense.  Tenant shall immediately give Landlord written notice of
any defect or need of repairs in such components of the Building for which
Landlord is responsible, after which Landlord shall have a reasonable
opportunity and the right to enter the Premises at all reasonable times to
repair same.  Landlord's liability with respect to any defects, repairs, or
maintenance for which Landlord is responsible under any of the provisions of
this Lease shall be limited to the cost of such repairs or maintenance, and
there shall be no abatement of rent and no liability of Landlord by reason of
any injury to or interference with Tenant's business arising from the making of
repairs, alterations or improvements in or to any portion of the Premises, the
Building or the Project or to fixtures, appurtenances or equipment in the
Building, except as provided in Paragraph 24.  By taking possession of the
Premises, Tenant accepts them "as is," as being in good order, condition and
repair and the condition in which Landlord is obligated to deliver them and
suitable for the Permitted Use and Tenant's intended operations in the Premises,
whether or not any notice of acceptance is given.

<PAGE>

                 11.       TENANT'S REPAIRS AND MAINTENANCE

     Tenant shall at all times during the Term at Tenant's expense maintain all
parts of the Premises and such portions of the Building as are within the
exclusive control of Tenant in a first-class, good, clean and secure condition
and promptly make all necessary repairs and replacements, as determined by
Landlord, with materials and workmanship of the same character, kind and quality
as the original.  Notwithstanding anything to the contrary contained herein,
Tenant shall, at its expense, promptly repair any damage to the Premises or the
Building or Project resulting from or caused by any negligence or act of Tenant
or Tenant's Parties.

                            12.       ALTERATIONS

A.   Tenant shall not make, or allow to be made, any alterations, physical
additions, improvements or partitions, including without limitation the
attachment of any fixtures or equipment, in, about or to the Premises
("ALTERATIONS") without obtaining the prior written consent of Landlord, which
consent shall not be unreasonably withheld with respect to proposed Alterations
which: (a) comply with all applicable Regulations; (b) are, in Landlord's
opinion, compatible with the Building or the Project and its mechanical,
plumbing, electrical, heating/ventilation/air conditioning systems, and will not
cause the Building or Project or such systems to be required to be modified to
comply with any Regulations (including, without limitation, the Americans With
Disabilities Act); and (c) will not interfere with the use and occupancy of any
other portion of the Building or Project by any other tenant or its invitees.
Specifically, but without limiting the generality of the foregoing, Landlord
shall have the right of written consent for all plans and specifications for the
proposed Alterations, construction means and methods, all appropriate permits
and licenses, any contractor or subcontractor to be employed on the work of
Alterations, and the time for performance of such work, and may impose rules and
regulations for contractors and subcontractors performing such work.  Tenant
shall also supply to Landlord any documents and information reasonably requested
by Landlord in connection with Landlord's consideration of a request for
approval hereunder.  Tenant shall cause all Alterations to be accomplished in a
first-class, good and workmanlike manner, and to comply with all applicable
Regulations and Paragraph 27 hereof.  Tenant shall at Tenant's sole expense,
perform any additional work required under applicable Regulations due to the
Alterations hereunder.  No review or consent by Landlord of or to any proposed
Alteration or additional work shall constitute a waiver of Tenant's obligations
under this Paragraph 12, nor constitute any warranty or representation that the
same complies with all applicable Regulations, for which Tenant shall at all
times be solely responsible.  Tenant shall reimburse Landlord for all costs
which Landlord may incur in connection with granting approval to Tenant for any
such Alterations, including any costs or expenses which Landlord may incur in
electing to have outside architects and engineers review said plans and
specifications, and shall pay Landlord an administration fee of fifteen percent
(15%) of the cost of the Alterations as Additional Rent hereunder.  All such
Alterations shall remain the property of Tenant until the expiration or earlier
termination of this Lease, at which time they shall be and become the property
of Landlord; provided, however, that Landlord may, at Landlord's option, require
that Tenant, at Tenant's expense, remove any or all Alterations made by Tenant
and restore the Premises by the expiration or earlier termination of this Lease,
to their condition existing prior to the construction of any such Alterations.
All such removals and restoration shall be accomplished in a first-class and
good and workmanlike manner so as not to cause any damage to the Premises or
Project whatsoever.  If Tenant fails to remove such Alterations or Tenant's
trade fixtures or furniture or other personal property, Landlord may keep and
use them or remove any of them and cause them to be stored or sold in accordance
with applicable law, at Tenant's sole expense.  In addition to and wholly apart
from Tenant's obligation to pay Tenant's Proportionate Share of Operating
Expenses, Tenant shall be responsible for and shall pay prior to delinquency any
taxes or governmental service fees, possessory interest taxes, fees or charges
in lieu of any such taxes, capital levies, or other charges imposed upon, levied
with respect to or assessed against its fixtures or personal property, on the
value of Alterations within the Premises, and on Tenant's interest pursuant to
this Lease, or any increase in any of the foregoing based on such Alterations.
To the extent that any such taxes are not separately assessed or billed to
Tenant, Tenant shall pay the amount thereof as invoiced to Tenant by Landlord.

Notwithstanding the foregoing, at Landlord's option (but without obligation),
all or any portion of the Alterations shall be performed by Landlord for
Tenant's account and Tenant shall pay Landlord's estimate of the cost thereof
(including a reasonable charge for Landlord's overhead and profit) prior to
commencement of the work.  In addition, at Landlord's election and
notwithstanding the foregoing, however, Tenant shall pay to Landlord the cost of
removing any such Alterations and restoring the Premises to their original
condition such cost to include a reasonable charge for Landlord's overhead and
profit as provided above, and such amount may be deducted from the Security
Deposit or any other sums or amounts held by Landlord under this Lease.

B.   In compliance with Paragraph 27 hereof, at least ten (10) business days
before beginning construction of any Alteration, Tenant shall give Landlord
written notice of the expected commencement date of that construction to permit

<PAGE>

Landlord to post and record a notice of non-responsibility.  Upon substantial
completion of construction, if the law so provides, Tenant shall cause a timely
notice of completion to be recorded in the office of the recorder of the county
in which the Building is located.

                                   13.     SIGNS

Tenant shall not place, install, affix, paint or maintain any signs, notices,
graphics or banners whatsoever or any window decor which is visible in or from
public view or corridors, the common areas or the exterior of the Premises or
the Building, in or on any exterior window or window fronting upon any common
areas or service area without Landlord's prior written approval which Landlord
shall have the right to withhold in its absolute and sole discretion; provided
that Tenant's name shall be included in any Building-standard door and directory
signage, if any, in accordance with Landlord's Building signage program,
including without limitation, payment by Tenant of any fee charged by Landlord
for maintaining such signage, which fee shall constitute Additional Rent
hereunder.  Any installation of signs, notices, graphics or banners on or about
the Premises or Project approved by Landlord shall be subject to any Regulations
and to any other requirements imposed by Landlord.  Tenant shall remove all such
signs or graphics by the expiration or any earlier termination of this Lease.
Such installations and removals shall be made in such manner as to avoid injury
to or defacement of the Premises, Building or Project and any other improvements
contained therein, and Tenant shall repair any injury or defacement including
without limitation discoloration caused by such installation or removal.

                         14.     INSPECTION/POSTING NOTICES

After reasonable notice, except in emergencies where no such notice shall be
required, Landlord and Landlord's agents and representatives, shall have the
right to enter the Premises to inspect the same, to clean, to perform such work
as may be permitted or required hereunder, to make repairs, improvements  or
alterations to the Premises, Building or Project or to other tenant spaces
therein, to deal with emergencies, to post such notices as may be permitted or
required by law to prevent the perfection of liens against Landlord's interest
in the Project or to exhibit the Premises to prospective tenants, purchasers,
encumbrancers or to others, or for any other purpose as Landlord may deem
necessary or desirable; provided, however, that Landlord shall use reasonable
efforts not to unreasonably interfere with Tenant's business operations.  Tenant
shall not be entitled to any abatement of Rent by reason of the exercise of any
such right of entry.  Tenant waives any claim for damages for any injury or
inconvenience to or interference with Tenant's business, any loss of occupancy
or quiet enjoyment of the Premises, and any other loss occasioned thereby.
Landlord shall at all times have and retain a key with which to unlock all of
the doors in, upon and about the Premises, excluding Tenant's vaults and safes
or special security areas (designated in advance), and Landlord shall have the
right to use any and all means which Landlord may deem necessary or proper to
open said doors in an emergency, in order to obtain entry to any portion of the
Premises, and any entry to the Premises or portions thereof obtained by Landlord
by any of said means, or otherwise, shall not be construed to be a forcible or
unlawful entry into, or a detainer of, the Premises, or an eviction, actual or
constructive, of Tenant from the Premises or any portions thereof.  At any time
within six (6) months prior to the expiration of the Term or following any
earlier termination of this Lease or agreement to terminate this Lease, Landlord
shall have the right to erect on the Premises, Building and/or Project a
suitable sign indicating that the Premises are available for lease.

                           15.     SERVICES AND UTILITIES

A.   Provided Tenant shall not be in default hereunder, and subject to the
provisions elsewhere herein contained and to the rules and regulations of the
Building, Landlord shall furnish to the Premises during ordinary business hours
of generally recognized business days, to be determined by Landlord (but
exclusive, in any event, of Saturdays, Sundays and legal holidays), water for
lavatory and drinking purposes and electricity, heat and air conditioning as
usually furnished or supplied for use of the Premises for reasonable and normal
office use as of the date Tenant takes possession of the Premises as determined
by Landlord (but not including above-standard or continuous cooling for
excessive heat-generating machines, excess lighting or equipment), janitorial
services during the times and in the manner that such services are, in
Landlord's judgment, customarily furnished in comparable office buildings in the
immediate market area, and elevator service, which shall mean service either by
nonattended automatic elevators or elevators with attendants, or both, at the
option of Landlord.  Tenant acknowledges that Tenant has inspected and accepts
the water, electricity, heat and air conditioning and other utilities and
services being supplied or furnished to the Premises as of the date Tenant takes
possession of the Premises, as being sufficient for use of the Premises for
reasonable and normal office use in their present condition, "as is," and
suitable for the Permitted Use, and for Tenant's intended operations in the
Premises.  Landlord shall have no obligation to provide additional or
after-hours electricity, heating or air conditioning, but if Landlord elects to
provide such services at Tenant's request,

<PAGE>

Tenant shall pay to Landlord a reasonable charge for such services as determined
by Landlord.  Tenant agrees to keep and cause to be kept closed all window
covering when necessary because of the sun's position, and Tenant also agrees at
all times to cooperate fully with Landlord and to abide by all of the
regulations and requirements which Landlord may prescribe for the proper
functioning and protection of electrical, heating, ventilating and air
conditioning systems.  Wherever heat-generating machines, excess lighting or
equipment are used in the Premises which affect the temperature otherwise
maintained by the air conditioning system, Landlord reserves the right to
install supplementary air conditioning units in the Premises and the cost
thereof, including the cost of installation and the cost of operation and
maintenance thereof, shall be paid by Tenant to Landlord upon demand by
Landlord.

B.   Tenant shall not without written consent of Landlord use any apparatus,
equipment or device in the Premises, including without limitation, computers,
electronic data processing machines, copying machines, and other machines, using
excess lighting or using electric current, water, or any other resource in
excess of or which will in any way increase the amount of electricity, water, or
any other resource being furnished or supplied for the use of the Premises for
reasonable and normal office use, in each case as of the date Tenant takes
possession of the Premises as determined by Landlord, or which will require
additions or alterations to or interfere with the Building power distribution
systems; nor connect with electric current, except through existing electrical
outlets in the Premises or water pipes, any apparatus, equipment or device for
the purpose of using electrical current, water, or any other resource.  If
Tenant shall require water or electric current or any other resource in excess
of that being furnished or supplied for the use of the Premises as of the date
Tenant takes possession of the Premises as determined by Landlord, Tenant shall
first procure the written consent of Landlord which Landlord may refuse, to the
use thereof, and Landlord may cause a special meter to be installed in the
Premises so as to measure the amount of water, electric current or other
resource consumed for any such other use.  Tenant shall pay directly to Landlord
as an addition to and separate from payment of Operating Expenses the cost of
all such additional resources, energy, utility service and meters (and of
installation, maintenance and repair thereof and of any additional circuits or
other equipment necessary to furnish such additional resources, energy, utility
or service).  Landlord may add to the separate or metered charge a recovery of
additional expense incurred in keeping account of the excess water, electric
current or other resource so consumed.  Landlord shall not be liable for any
damages directly or indirectl resulting from nor shall the Rent or any monies
owed Landlord under this Lease herein reserved be abated by reason of: (a) the
installation, use or interruption of use of any equipment used in connection
with the furnishing of any such utilities or services, or any change in the
character or means of supplying or providing any such utilities or services or
any supplier thereof; (b) the failure to furnish or delay in furnishing any such
utilities or services when such failure or delay is caused by acts of God or the
elements, labor disturbances of any character, or any other accidents or other
conditions beyond the reasonable control of Landlord or because of any
interruption of service due to Tenant's use of water, electric current or other
resource in excess of that being supplied or furnished for the use of the
Premises as of the date Tenant takes possession of the Premises; (c) the
inadequacy, limitation, curtailment, rationing or restriction on use of water,
electricity, gas or any other form of energy or any other service or utility
whatsoever serving the Premises or Project, whether by Regulation or otherwise;
or (d) the partial or total unavailability of any such utilities or services to
the Premises or the Building, whether by Regulation or otherwise; nor shall any
such occurrence constitute an actual or constructive eviction of Tenant.
Landlord shall further have no obligation to protect or preserve any apparatus,
equipment or device installed by Tenant in the Premises, including without
limitation by providing additional or after-hours heating or air conditioning.
Landlord shall be entitled to cooperate voluntarily and in a reasonable manner
with the efforts of national, state or local governmental agencies or utility
suppliers in reducing energy or other resource consumption.  The obligation to
make services available hereunder shall be subject to the limitations of any
such voluntary, reasonable program.  In addition, Landlord reserves the right to
change the supplier or provider of any such utility or service from time to
time.  Tenant shall have no right to contract with or otherwise obtain any
electrical or other such service for or with respect to the Premises or Tenant's
operations therein from any supplier or provider of any such service.  Tenant
shall cooperate with Landlord and any supplier or provider of such services
designated by Landlord from time to time to facilitate the delivery of such
services to Tenant at the Premises and to the Building and Project, including
without limitation allowing Landlord and Landlord's suppliers or providers, and
their respective agents and contractors, reasonable access to the Premises for
the purpose of installing, maintaining, repairing, replacing or upgrading such
service or any equipment or machinery associated therewith.

C.   Tenant shall pay, upon demand, for all utilities furnished to the Premises,
or if not separately billed to or metered to Tenant, Tenant's Proportionate
Share of all charges jointly serving the Project in accordance with Paragraph 7.
All sums payable under this Paragraph 15 shall constitute Additional Rent
hereunder.

<PAGE>

                           16.       SUBORDINATION

Without the necessity of any additional document being executed by Tenant for
the purpose of effecting a subordination, this Lease shall be and is hereby
declared to be subject and subordinate at all times to: (a) all ground leases or
underlying leases which may now exist or hereafter be executed affecting the
Premises and/or the land upon which the Premises and Project are situated, or
both; and (b) any mortgage or deed of trust which may now exist or be placed
upon the Building, the Project and/or the land upon which the Premises or the
Project are situated, or said ground leases or underlying leases, or Landlord's
interest or estate in any of said items which is specified as security.
Notwithstanding the foregoing, Landlord shall have the right to subordinate or
cause to be subordinated any such ground leases or underlying leases or any such
liens to this Lease.  If any ground lease or underlying lease terminates for any
reason or any mortgage or deed of trust is foreclosed or a conveyance in lieu of
foreclosure is made for any reason, Tenant shall, notwithstanding any
subordination, attorn to and become the Tenant of the successor in interest to
Landlord provided that Tenant shall not be disturbed in its possession under
this Lease by such successor in interest so long as Tenant is not in default
under this Lease.  Within ten (10) days after request by Landlord, Tenant shall
execute and deliver any additional documents evidencing Tenant's attornment or
the subordination of this Lease with respect to any such ground leases or
underlying leases or any such mortgage or deed of trust, in the form requested
by Landlord or by any ground landlord, mortgagee, or beneficiary under a deed of
trust, subject to such nondisturbance requirement.  If requested in writing by
Tenant, Landlord shall use commercially reasonable efforts to obtain a
subordination, nondisturbance and attornment agreement for the benefit of Tenant
reflecting the foregoing from any ground landlord, mortgagee or beneficiary, at
Tenant's expense, subject to such other terms and conditions as the ground
landlord, mortgagee or beneficiary may require.

                            17.     FINANCIAL STATEMENTS

At the request of Landlord from time to time, Tenant shall provide to Landlord
Tenant's and any guarantor's current financial statements or other information
discussing financial worth of Tenant and any guarantor, which Landlord shall use
solely for purposes of this Lease and in connection with the ownership,
management, financing and disposition of the Project.

                            18.     ESTOPPEL CERTIFICATE

Tenant agrees from time to time, within ten (10) days after request of Landlord,
to deliver to Landlord, or Landlord's designee, an estoppel certificate stating
that this Lease is in full force and effect, that this Lease has not been
modified (or stating all modifications, written or oral, to this Lease), the
date to which Rent has been paid, the unexpired portion of this Lease, that
there are no current defaults by Landlord or Tenant under this Lease (or
specifying any such defaults), that the leasehold estate granted by this Lease
is the sole interest of Tenant in the Premises and/or the land at which the
Premises are situated, and such other matters pertaining to this Lease as may be
reasonably requested by Landlord or any mortgagee, beneficiary, purchaser or
prospective purchaser of the Building or Project or any interest therein.
Failure by Tenant to execute and deliver such certificate shall constitute an
acceptance of the Premises and acknowledgment by Tenant that the statements
included are true and correct without exception.  Tenant agrees that if Tenant
fails to execute and deliver such certificate within such ten (10) day period,
Landlord may execute and deliver such certificate on Tenant's behalf and that
such certificate shall be binding on Tenant.  Landlord and Tenant intend that
any statement delivered pursuant to this Paragraph may be relied upon by any
mortgagee, beneficiary, purchaser or prospective purchaser of the Building or
Project or any interest therein.  The parties agree that Tenant's obligation to
furnish such estoppel certificates in a timely fashion is a material inducement
for Landlord's execution of this Lease, and shall be an event of default
(without any cure period that might be provided under Paragraph 26.A(3) of this
Lease) if Tenant fails to fully comply or makes any material misstatement in any
such certificate.

                              19.     SECURITY DEPOSIT

Tenant agrees to deposit with Landlord upon execution of this Lease, a security
deposit as stated in the Basic Lease Information (the "SECURITY DEPOSIT"), which
sum shall be held and owned by Landlord, without obligation to pay interest, as
security for the performance of Tenant's covenants and obligations under this
Lease.  The Security Deposit is not an advance rental deposit or a measure of
damages incurred by Landlord in case of Tenant's default.  Upon the occurrence
of any event of default by Tenant, Landlord may from time to time, without
prejudice to any other remedy provided herein or by law, use such fund as a
credit to the extent necessary to credit against any arrears of Rent or other
payments due to Landlord hereunder, and any other damage, injury, expense or
liability caused by such event of default, and Tenant shall pay to Landlord, on
demand, the amount so applied in order to restore the Security Deposit to its
original amount.  Although the Security Deposit shall be deemed the property of
Landlord, any remaining balance of such deposit shall be returned by Landlord to
Tenant at such time after termination of this Lease that all of Tenant's
obligations under this Lease have been

<PAGE>

fulfilled, reduced by such amounts as may be required by Landlord to remedy
defaults on the part of Tenant in the payment of Rent or other obligations of
Tenant under this Lease, to repair damage to the Premises, Building or Project
caused by Tenant or any Tenant's Parties and to clean the Premises.  Landlord
may use and commingle the Security Deposit with other funds of Landlord.  Upon
proof of receipt, acceptable to Landlord, of $5,000,000 in funding, and within
thirty (30) days written notice from Tenant, and provided that Tenant is not and
has not been in default of any Terms of the Lease, Landlord shall refund
$9,184.00 of the Security Deposit.  At month thirteen (13) of the Lease Term,
within thirty (30) days written notice from Tenant to Landlord, and provided
that Tenant is not and has not been in default of any Terms of the Lease,
Landlord shall refund $9,184.00 of the Security Deposit.  At month twenty-five
(25) of the Lease Term, within thirty (30) days written notice from Tenant to
Landlord, and provided that Tenant is not and has not been in default of any
Terms of the Lease, Landlord shall review Tenant's current financial statements
and business plan to determine Tenant's financial condition.  If Landlord
determines Tenant's financials are capable of fulfilling it's remaining lease
obligation, Landlord shall refund $9,184.00 of the Security Deposit within
fifteen (15) days of review of said financials.  $9,184.00 of the Security
Deposit shall be retained by the Landlord for the remainder of the Term.

                       20.     IMITATION OF TENANT'S REMEDIES

A.   The obligations and liability of the parties for any default by the parties
     under the terms of this Lease are not personal obligations of the parties
     or of the individual or other partners of the parties or its or their
     partners, directors, officers, or shareholders, and Tenant agrees to look
     solely to Landlord's interest in the Project for the recovery of any
     amount, and shall not look to other assets of Landlord. The parties agree
     not to seek recourse against the assets of the individual or other partners
     of Landlord or Tenant or its or their partners, directors, officers or
     shareholders.

B.   Any lien obtained to enforce any such judgment and any levy of execution
     thereon shall be subject and subordinate to any lien, mortgage or deed of
     trust on the Project.  Under no circumstances shall Tenant have the right
     to offset against or recoup Rent or other payments due and to become due to
     Landlord hereunder except as expressly provided in Paragraph 23.B. below,
     which Rent and other payments shall be absolutely due and payable hereunder
     in accordance with the terms hereof.

                         21.     ASSIGNMENT AND SUBLETTING

A.   (1)  GENERAL.  This Lease has been negotiated to be and is granted as an
     accommodation to Tenant.  Accordingly, this Lease is personal to Tenant,
     and Tenant's rights granted hereunder do not include the right to assign
     this Lease or sublease the Premises, or to receive any excess, either in
     installments or lump sum, over the Rent which is expressly reserved by
     Landlord as hereinafter provided, except as otherwise expressly hereinafter
     provided.  Without Landord's prior written consent which shall not be
     unreasonably witheld, Tenant shall not assign or pledge this Lease or
     sublet the Premises or any part thereof, whether voluntarily or by
     operation of law, or permit the use or occupancy of the Premises or any
     part thereof by anyone other than Tenant, or suffer or permit any such
     assignment, pledge, subleasing or occupancy, without Landlord's prior
     written consent except as provided herein.  If Tenant desires to assign
     this Lease or sublet any or all of the Premises, Tenant shall give Landlord
     written notice (the "TRANSFER NOTICE") at least thirty (30) days prior to
     the anticipated effective date of the proposed assignment or sublease,
     which shall contain all of the information reasonably requested by Landlord
     to address Landlord's decision criteria specified hereinafter.  Landlord
     shall then have a period of fifteen business (15) days following receipt of
     the Transfer Notice to notify Tenant in writing that Landlord elects
     either: (i) to terminate this Lease as to the space so affected as of the
     date so requested by Tenant; or (ii) to consent to the proposed assignment
     or sublease, subject, however, to Landlord's prior written consent of the
     proposed assignee or subtenant and of any related documents or agreements
     associated with the assignment or sublease.  If Landlord should fail to
     notify Tenant in writing of such election within said period, Landlord
     shall be deemed to have waived option (i) above, but written consent by
     Landlord of the proposed assignee or subtenant shall still be required.  If
     Landlord does not exercise option (i) above, Landlord's consent to a
     proposed assignment or sublease shall not be unreasonably withheld.
     Consent to any assignment or subletting shall not constitute consent to any
     subsequent transaction to which this Paragraph 21 applies.

     (2)  CONDITIONS OF LANDLORD'S CONSENT.  Without limiting the other
     instances in which it may be reasonable for Landlord to withhold Landlord's
     consent to an assignment or subletting, Landlord and Tenant acknowledge
     that it shall be reasonable for Landlord to withhold Landlord's consent in
     the following instances: if the proposed assignee

<PAGE>

     does not agree to be bound by and assume the obligations of Tenant under
     this Lease in form and substance satisfactory to Landlord; the use of the
     Premises by such proposed assignee or subtenant would not be a Permitted
     Use or would violate any exclusivity or other arrangement which Landlord
     has with any other tenant or occupant or any Regulation or would increase
     the Occupancy Density or Parking Density of the Building or Project, or
     would otherwise result in an undesirable tenant mix for the Project as
     determined by Landlord; the proposed assignee or subtenant is not of sound
     financial condition as determined by Landlord in Landlord's sole
     discretion; the proposed assignee or subtenant is a governmental agency;
     the proposed assignee or subtenant does not have a good reputation as a
     tenant of property or a good business reputation; based on commercially
     reasonable standards, the proposed assignee or subtenant is a person with
     whom Landlord is negotiating to lease space in the Project or is a present
     tenant of the Project; the assignment or subletting would entail any
     Alterations which would lessen the value of the leasehold improvements in
     the Premises or use of any Hazardous Materials or other noxious use or use
     which may disturb other tenants of the Project; or Tenant is in default of
     any obligation of Tenant under this Lease, or Tenant has defaulted under
     this Lease on three (3) or more occasions during any twelve (12) months
     preceding the date that Tenant shall request consent.  Failure by or
     refusal of Landlord to consent to a proposed assignee or subtenant shall
     not cause a termination of this Lease.  Upon a termination under Paragraph
     21.A.(1)(i), Landlord may lease the Premises to any party, including
     parties with whom Tenant has negotiated an assignment or sublease, without
     incurring any liability to Tenant.  At the option of Landlord, a surrender
     and termination of this Lease shall operate as an assignment to Landlord of
     some or all subleases or subtenancies.  Landlord shall exercise this option
     by giving notice of that assignment to such subtenants on or before the
     effective date of the surrender and termination.  In connection with each
     request for assignment or subletting, Tenant shall pay to Landlord
     Landlord's standard fee which shall not exceed $500, for approving such
     requests, as well as all costs incurred by Landlord or any mortgagee or
     ground lessor in approving each such request and effecting any such
     transfer, including, without limitation, reasonable attorneys' fees.

B.   BONUS RENT.  Any Rent or other consideration realized by Tenant under any
such sublease or assignment in excess of the Rent payable hereunder, after
amortization of a reasonable brokerage commission and reasonable out of pocket
expenses incurred by Tenant, shall be divided and paid, ten percent (10%) to
Tenant, ninety percent (90%) to Landlord.  In any subletting or assignment
undertaken by Tenant, Tenant shall diligently seek to obtain the maximum rental
amount available in the marketplace for comparable space available for primary
leasing.

C.   CORPORATION.  If Tenant is a corporation, a transfer of corporate shares by
sale, assignment, bequest, inheritance, operation of law or other disposition
(including such a transfer to or by a receiver or trustee in federal or state
bankruptcy, insolvency or other proceedings) resulting in a change in the
present control of such corporation or any of its parent corporations by the
person or persons owning a majority of said corporate shares, shall constitute
an assignment for purposes of this Lease.

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

E.   LIABILITY.  No assignment or subletting by Tenant, permitted or otherwise,
shall relieve Tenant of any obligation under this Lease or alter the primary
liability of the Tenant named herein for the payment of Rent or for the
performance of any other obligations to be performed by Tenant, including
obligations contained in Paragraph 25 with respect to any assignee or subtenant.
Landlord may collect rent or other amounts or any portion thereof from any
assignee, subtenant, or other occupant of the Premises, permitted or otherwise,
and apply the net rent collected to the Rent payable hereunder, but no such
collection shall be deemed to be a waiver of this Paragraph 21, or the
acceptance of the assignee, subtenant or occupant as tenant, or a release of
Tenant from the further performance by Tenant of the obligations of Tenant under
this Lease.  Any assignment or subletting which conflicts with the provisions
hereof shall be void.

                                 22.     AUTHORITY

Landlord represents and warrants that it has full right and authority to enter
into this Lease and to perform all of Landlord's obligations hereunder and that
all persons signing this Lease on its behalf are authorized to do.  Tenant and
the person or

<PAGE>

persons, if any, signing on behalf of Tenant, jointly and severally represent
and warrant that Tenant has full right and authority to enter into this Lease,
and to perform all of Tenant's obligations hereunder, and that all persons
signing this Lease on its behalf are authorized to do so.

                           23.       CONDEMNATION

A.   CONDEMNATION RESULTING IN TERMINATION.  If the whole or any substantial
part of the Premises should be taken or condemned for any public use under any
Regulation, or by right of eminent domain, or by private purchase in lieu
thereof, and the taking would prevent or materially interfere with the Permitted
Use of the Premises, either party shall have the right to terminate this Lease
at its option.  If any material portion of the Building or Project is taken or
condemned for any public use under any Regulation, or by right of eminent
domain, or by private purchase in lieu thereof, Landlord may terminate this
Lease at its option.  In either of such events, the Rent shall be abated during
the unexpired portion of this Lease, effective when the physical taking of said
Premises shall have occurred.

B.   CONDEMNATION NOT RESULTING IN TERMINATION.  If a portion of the Project of
which the Premises are a part should be taken or condemned for any public use
under any Regulation, or by right of eminent domain, or by private purchase in
lieu thereof, and the taking prevents or materially interferes with the
Permitted Use of the Premises, and this Lease is not terminated as provided in
Paragraph 23.A. above, the Rent payable hereunder during the unexpired portion
of this Lease shall be reduced, beginning on the date when the physical taking
shall have occurred, to such amount as may be fair and reasonable under all of
the circumstances, but only after giving Landlord credit for all sums received
or to be received by Tenant by the condemning authority.  Notwithstanding
anything to the contrary contained in this Paragraph, if the temporary use or
occupancy of any part of the Premises shall be taken or appropriated under power
of eminent domain during the Term, this Lease shall be and remain unaffected by
such taking or appropriation and Tenant shall continue to pay in full all Rent
payable hereunder by Tenant during the Term; in the event of any such temporary
appropriation or taking, Tenant shall be entitled to receive that portion of any
award which represents compensation for the use of or occupancy of the Premises
during the Term, and Landlord shall be entitled to receive that portion of any
award which represents the cost of restoration of the Premises and the use and
occupancy of the Premises.

C.   AWARD.  Landlord shall be entitled to (and Tenant shall assign to Landlord)
any and all payment, income, rent, award or any interest therein whatsoever
which may be paid or made in connection with such taking or conveyance and
Tenant shall have no claim against Landlord or otherwise for any sums paid by
virtue of such proceedings, whether or not attributable to the value of any
unexpired portion of this Lease, except as expressly provided in this Lease.
Notwithstanding the foregoing, any compensation specifically and separately
awarded Tenant for Tenant's personal property and moving costs, shall be and
remain the property of Tenant.

D.   WAIVER OF CCP Section 1265.130.  Each party waives the provisions of
California Civil Code Procedure Section 1265.130 allowing either party to
petition the superior court to terminate this Lease as a result of a partial
taking.

                              24.     CASUALTY DAMAGE

A.   GENERAL.  If the Premises or Building should be damaged or destroyed by
fire, tornado, or other casualty (collectively, "CASUALTY"), Tenant shall give
immediate written notice thereof to Landlord.  Within thirty (30) days after
Landlord's receipt of such notice, Landlord shall notify Tenant whether in
Landlord's estimation material restoration of the Premises can reasonably be
made within one hundred eighty (180) days from the date of such notice and
receipt of required permits for such restoration.  Landlord's determination
shall be binding on Tenant.

B.   WITHIN 180 DAYS.  If the Premises or Building should be damaged by Casualty
to such extent that material restoration can in Landlord's estimation be
reasonably completed within one hundred eighty (180) days after the date of such
notice and receipt of required permits for such restoration, this Lease shall
not terminate.  Provided that insurance proceeds are received by Landlord to
fully repair the damage, Landlord shall proceed to rebuild and repair the
Premises in the manner determined by Landlord, except that Landlord shall not be
required to rebuild, repair or replace any part of the Alterations which may
have been placed on or about the Premises by Tenant.  If the Premises are
untenantable in whole or in part following such damage, the Rent payable
hereunder during the period in which they are untenantable shall be abated
proportionately, but only to the extent of rental abatement insurance proceeds
received by Landlord during the time and to the extent the Premises are unfit
for occupancy.

<PAGE>

C.   GREATER THAN 180 DAYS.  If the Premises or Building should be damaged by
Casualty to such extent that rebuilding or repairs cannot in Landlord's
estimation be reasonably completed within one hundred eighty (180) days after
the date of such notice and receipt of required permits for such rebuilding or
repair, then Landlord shall have the option of either: (1) terminating this
Lease effective upon the date of the occurrence of such damage, in which event
the Rent shall be abated during the unexpired portion of this Lease; or (2)
electing to rebuild or repair the Premises diligently and in the manner
determined by Landlord.  Landlord shall notify Tenant of its election within
thirty (30) days after Landlord's receipt of notice of the damage or
destruction.  Notwithstanding the above, Landlord shall not be required to
rebuild, repair or replace any part of any Alterations which may have been
placed, on or about the Premises by Tenant.  If the Premises are untenantable in
whole or in part following such damage, the Rent payable hereunder during the
period in which they are untenantable shall be abated proportionately, but only
to the extent of rental abatement insurance proceeds received by Landlord during
the time and to the extent the Premises are unfit for occupancy.

D.   TENANT'S FAULT.  Notwithstanding anything herein to the contrary, if the
Premises or any other portion of the Building are damaged by Casualty resulting
from the fault, negligence, or breach of this Lease by Tenant or any of Tenant's
Parties, Base Rent and Additional Rent shall not be diminished during the repair
of such damage and Tenant shall be liable to Landlord for the cost and expense
of the repair and restoration of the Building caused thereby to the extent such
cost and expense is not covered by insurance proceeds.

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

F.   WAIVER.  This Paragraph 24 shall be Tenant's sole and exclusive remedy in
the event of damage or destruction to the Premises or the Building.  As a
material inducement to Landlord entering into this Lease, Tenant hereby waives
any rights it may have under Sections 1932, 1933(4), 1941 or 1942 of the Civil
Code of California with respect to any destruction of the Premises, Landlord's
obligation for tenantability of the Premises and Tenant's right to make repairs
and deduct the expenses of such repairs, or under any similar law, statute or
ordinance now or hereafter in effect.

G.   TENANT'S PERSONAL PROPERTY.  In the event of any damage or destruction of
the Premises or the Building, under no circumstances shall Landlord be required
to repair any injury or damage to, or make any repairs to or replacements of,
Tenant's personal property.

                           25.       HOLDING OVER

Unless Landlord expressly consents in writing to Tenant's holding over, Tenant
shall be unlawfully and illegally in possession of the Premises, whether or not
Landlord accepts any rent from Tenant or any other person while Tenant remains
in possession of the Premises without Landlord's written consent.  If Tenant
shall retain possession of the Premises or any portion thereof without
Landlord's consent following the expiration of this Lease or sooner termination
for any reason, then Tenant shall pay to Landlord for each day of such retention
triple the amount of daily rental as of the last month prior to the date of
expiration or earlier termination.  Tenant shall also indemnify, defend, protect
and hold Landlord harmless from any loss, liability or cost, including
consequential and incidental damages and reasonable attorneys' fees, incurred by
Landlord resulting from delay by Tenant in surrendering the Premises, including,
without limitation, any claims made by the succeeding tenant founded on such
delay.  Acceptance of Rent by Landlord following expiration or earlier
termination of this Lease, or following demand by Landlord for possession of the
Premises, shall not constitute a renewal of this Lease, and nothing contained in
this Paragraph 25 shall waive Landlord's right of reentry or any other right.
Additionally, if upon expiration or earlier termination of this Lease, or
following demand by Landlord for possession of the Premises, Tenant has not
fulfilled its obligation with respect to repairs and cleanup of the Premises or
any other Tenant obligations as set forth in this Lease, then Landlord shall
have the right to perform any such obligations as it deems necessary at Tenant's
sole cost and expense, and any time required by Landlord to complete such
obligations shall be considered a period of holding over and the terms of this
Paragraph 25 shall apply.  The provisions of this Paragraph 25 shall survive any
expiration or earlier termination of this Lease.

<PAGE>

                                  26.     DEFAULT

A.   EVENTS OF DEFAULT.  The occurrence of any of the following shall constitute
an event of default on the part of Tenant:

     (1)  ABANDONMENT.  Abandonment or vacation of the Premises for a continuous
     period in excess of five (5) days.  Tenant waives any right to notice
     Tenant may have under Section 1951.3 of the Civil Code of the State of
     California, the terms of this Paragraph 26.A. being deemed such notice to
     Tenant as required by said Section 1951.3.

     (2)  NONPAYMENT OF RENT.  Failure to pay any installment of Rent or any
     other amount due and payable hereunder upon the date when said payment is
     due, as to which time is of the essence.

     (3)  OTHER OBLIGATIONS.  Failure to perform any obligation, agreement or
     covenant under this Lease other than those matters specified in
     subparagraphs (1) and (2) of this Paragraph 26.A., such failure continuing
     for fifteen (15) days after written notice of such failure, as to which
     time is of the essence.

     (4)  GENERAL ASSIGNMENT.  A general assignment by Tenant for the benefit of
     creditors.

     (5)  BANKRUPTCY.  The filing of any voluntary petition in bankruptcy by
     Tenant, or the filing of an involuntary petition by Tenant's creditors,
     which involuntary petition remains undischarged for a period of thirty (30)
     days.  If under applicable law, the trustee in bankruptcy or Tenant has the
     right to affirm this Lease and continue to perform the obligations of
     Tenant hereunder, such trustee or Tenant shall, in such time period as may
     be permitted by the bankruptcy court having jurisdiction, cure all defaults
     of Tenant hereunder outstanding as of the date of the affirmance of this
     Lease and provide to Landlord such adequate assurances as may be necessary
     to ensure Landlord of the continued performance of Tenant's obligations
     under this Lease.

     (6)  RECEIVERSHIP.  The employment of a receiver to take possession of
     substantially all of Tenant's assets or Tenant's leasehold of the Premises,
     if such appointment remains undismissed or undischarged for a period of
     fifteen (15) days after the order therefor.

     (7)  ATTACHMENT.  The attachment, execution or other judicial seizure of
     all or substantially all of Tenant's assets or Tenant's leasehold of the
     Premises, if such attachment or other seizure remains undismissed or
     undischarged for a period of fifteen (15) days after the levy thereof.

     (8)  INSOLVENCY.  The admission by Tenant in writing of its inability to
     pay its debts as they become due.

B.   REMEDIES UPON DEFAULT.

     (1)  TERMINATION.  In the event of the occurrence of any event of default,
     Landlord shall have the right to give a written termination notice to
     Tenant, and on the date specified in such notice, Tenant's right to
     possession shall terminate, and this Lease shall terminate unless on or
     before such date all Rent in arrears and all costs and expenses incurred by
     or on behalf of Landlord hereunder shall have been paid by Tenant and all
     other events of default of this Lease by Tenant at the time existing shall
     have been fully remedied to the satisfaction of Landlord.  At any time
     after such termination, Landlord may recover possession of the Premises or
     any part thereof and expel and remove therefrom Tenant and any other person
     occupying the same, including any subtenant or subtenants notwithstanding
     Landlord's consent to any sublease, by any lawful means, and again
     repossess and enjoy the Premises without prejudice to any of the remedies
     that Landlord may have under this Lease, or at law or equity by any reason
     of Tenant's default or of such termination.  Landlord hereby reserves the
     right, but shall not have the obligation, to recognize the continued
     possession of any subtenant.  The delivery or surrender to Landlord by or
     on behalf of Tenant of keys, entry codes, or other means to bypass security
     at the Premises shall not terminate this Lease.

     (2)  CONTINUATION AFTER DEFAULT.  Even though an event of default may have
     occurred, this Lease shall continue in effect for so long as Landlord does
     not terminate Tenant's right to possession under Paragraph 26.B.(1) hereof,
     and Landlord may enforce all of Landlord's rights and remedies under this
     Lease and at law or in equity, including without limitation, the right to
     recover Rent as it becomes due, and Landlord, without terminating this
     Lease, may exercise all of the rights and remedies of a landlord under
     Section 1951.4 of the Civil Code of the State of California or any
     successor code section.  Acts of maintenance, preservation or efforts to
     lease the Premises or the appointment

<PAGE>

     of a receiver under application of Landlord to protect Landlord's interest
     under this Lease or other entry by Landlord upon the Premises shall not
     constitute an election to terminate Tenant's right to possession.

     (3)  INCREASED SECURITY DEPOSIT.  If Tenant is in default under Paragraph
     26.A.(2) hereof and such default remains uncured for ten (10) days after
     such occurrence or such default occurs more than three times in any twelve
     (12) month period, Landlord may require that Tenant increase the Security
     Deposit to the amount of three times the current month's Rent at the time
     of the most recent default.

C.   DAMAGES AFTER DEFAULT.  Should Landlord terminate this Lease pursuant to
the provisions of Paragraph 26.B.(1) hereof, Landlord shall have the rights and
remedies of a Landlord provided by Section 1951.2 of the Civil Code of the State
of California, or any successor code sections.  Upon such termination, in
addition to any other rights and remedies to which Landlord may be entitled
under applicable law or at equity, Landlord shall be entitled to recover from
Tenant: (1) the worth at the time of award of the unpaid Rent and other amounts
which had been earned at the time of termination, (2) the worth at the time of
award of the amount by which the unpaid Rent and other amounts that would have
been earned after the date of termination until the time of award exceeds the
amount of such Rent loss that Tenant proves could have been reasonably avoided;
(3) the worth at the time of award of the amount by which the unpaid Rent and
other amounts for the balance of the Term after the time of award exceeds the
amount of such Rent loss that the Tenant proves could be reasonably avoided; and
(4) any other amount and court costs necessary to compensate Landlord for all
detriment proximately caused by Tenant's failure to perform Tenant's obligations
under this Lease or which, in the ordinary course of things, would be likely to
result therefrom.  The "worth at the time of award" as used in (1) and (2) above
shall be computed at the Applicable Interest Rate (defined below).  The "worth
at the time of award" as used in (3) above shall be computed by discounting such
amount at the Federal Discount Rate of the Federal Reserve Bank of San Francisco
at the time of award plus one percent (1%).  If this Lease provides for any
periods during the Term during which Tenant is not required to pay Base Rent or
if Tenant otherwise receives a Rent concession, then upon the occurrence of an
event of default, Tenant shall owe to Landlord the full amount of such Base Rent
or value of such Rent concession, plus interest at the Applicable Interest Rate,
calculated from the date that such Base Rent or Rent concession would have been
payable.

D.   LATE CHARGE.  In addition to its other remedies, Landlord shall have the
right without notice or demand to add to the amount of any payment required to
be made by Tenant hereunder, and which is not paid and received by Landlord
within five (5) business days of the first day of each calendar month, an amount
equal to ten percent (10%) of the delinquency for each month or portion thereof
that the delinquency remains outstanding to compensate Landlord for the loss of
the use of the amount not paid and the administrative costs caused by the
delinquency, the parties agreeing that Landlord's damage by virtue of such
delinquencies would be extremely difficult and impracticable to compute and the
amount stated herein represents a reasonable estimate thereof.  Any waiver by
Landlord of any late charges or failure to claim the same shall not constitute a
waiver of other late charges or any other remedies available to Landlord.

E.   RESERVED.

F.   REMEDIES CUMULATIVE.  All rights, privileges and elections or remedies of
the parties are cumulative and not alternative, to the extent permitted by law
and except as otherwise provided herein.

                                   27.     LIENS

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

<PAGE>

proceed or as the law may from time to time provide, for which purpose, if
Landlord shall so determine, Landlord may enter the Premises.  Tenant shall not
remove any such notice posted by Landlord without Landlord's consent, and in any
event not before completion of the work which could lawfully give rise to a
claim for mechanics' or materialmen's liens.

                                28.     SUBSTITUTION

A.   RESERVED.

                           29.     TRANSFERS BY LANDLORD

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

              30.     RIGHT OF LANDLORD TO PERFORM TENANT'S COVENANTS

All covenants and agreements to be performed by Tenant under any of the terms of
this Lease shall be performed by Tenant at Tenant's sole cost and expense and
without any abatement of Rent.  If Tenant shall fail to pay any sum of money,
other than Base Rent, required to be paid by Tenant hereunder or shall fail to
perform any other act on Tenant's part to be performed hereunder, including
Tenant's obligations under Paragraph 11 hereof, and such failure shall continue
for fifteen (15) days after notice thereof by Landlord, in addition to the other
rights and remedies of Landlord, Landlord may make any such payment and perform
any such act on Tenant's part.  In the case of an emergency, no prior
notification by Landlord shall be required.  Landlord may take such actions
without any obligation and without releasing Tenant from any of Tenant's
obligations.  All sums so paid by Landlord and all incidental costs incurred by
Landlord and interest thereon at the Applicable Interest Rate, from the date of
payment by Landlord, shall be paid to Landlord on demand as Additional Rent.

                                   31.     WAIVER

If either Landlord or Tenant waives the performance of any term, covenant or
condition contained in this Lease, such waiver shall not be deemed to be a
waiver of any subsequent breach of the same or any other term, covenant or
condition contained herein, or constitute a course of dealing contrary to the
expressed terms of this Lease.  The acceptance of Rent by Landlord shall not
constitute a waiver of any preceding breach by Tenant of any term, covenant or
condition of this Lease, regardless of Landlord's knowledge of such preceding
breach at the time Landlord accepted such Rent.  Failure by Landlord to enforce
any of the terms, covenants or conditions of this Lease for any length of time
shall not be deemed to waive or decrease the right of Landlord to insist
thereafter upon strict performance by Tenant.  Waiver by Landlord of any term,
covenant or condition contained in this Lease may only be made by a written
document signed by Landlord, based upon full knowledge of the circumstances.

                                  32.     NOTICES

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

A.   RENT.  All Rent and other payments required to be made by Tenant to
Landlord hereunder shall be payable to Landlord at Landlord's Remittance Address
set forth in the Basic Lease Information, or at such other address as Landlord
may specify from time to time by written notice delivered in accordance
herewith.  Tenant's obligation to pay Rent and any other amounts to Landlord
under the terms of this Lease shall not be deemed satisfied until such Rent and
other amounts have been actually received by Landlord.

<PAGE>

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

C.   REQUIRED NOTICES.  Tenant shall immediately notify Landlord in writing of
any notice of a violation or a potential or alleged violation of any Regulation
that relates to the Premises or the Project, or of any inquiry, investigation,
enforcement or other action that is instituted or threatened by any governmental
or regulatory agency against Tenant or any other occupant of the Premises, or
any claim that is instituted or threatened by any third party that relates to
the Premises or the Project.

                              33.     ATTORNEYS' FEES

If Landlord places the enforcement of this Lease, or any part thereof, or the
collection of any Rent due, or to become due hereunder, or recovery of
possession of the Premises in the hands of an attorney, Tenant shall pay to
Landlord, upon demand, Landlord's reasonable attorneys' fees and court costs,
whether incurred without trial, at trial, appeal or review.  In any action which
Landlord or Tenant brings to enforce its respective rights hereunder, the
unsuccessful party shall pay all costs incurred by the prevailing party
including reasonable attorneys' fees, to be fixed by the court, and said costs
and attorneys' fees shall be a part of the judgment in said action.

                           34.     SUCCESSORS AND ASSIGNS

This Lease shall be binding upon and inure to the benefit of Landlord, its
successors and assigns, and shall be binding upon and inure to the benefit of
Tenant, its successors, and to the extent assignment is approved by Landlord as
provided hereunder, Tenant's assigns.

                           35.       FORCE MAJEURE

If performance by a party of any portion of this Lease is made impossible by any
prevention, delay, or stoppage caused by strikes, lockouts, labor disputes, acts
of God, inability to obtain services, labor, or materials or reasonable
substitutes for those items, government actions, civil commotions, fire or other
casualty, or other causes beyond the reasonable control of the party obligated
to perform, performance by that party for a period equal to the period of that
prevention, delay, or stoppage is excused.  Tenant's obligation to pay Rent,
however, is not excused by this Paragraph 35.

                       36.       SURRENDER OF PREMISES

Tenant shall, upon expiration or sooner termination of this Lease, surrender the
Premises to Landlord in the same condition as existed on the date Tenant
originally took possession thereof, including, but not limited to, all interior
walls cleaned, all interior painted surfaces repainted in the original color,
all holes in walls repaired, all carpets shampooed and cleaned, and all floors
cleaned, waxed, and free of any Tenant-introduced marking or painting, all to
the reasonable satisfaction of Landlord.  Tenant shall remove all of its debris
from the Project.  At or before the time of surrender, Tenant shall comply with
the terms of Paragraph 12.A. hereof with respect to Alterations to the Premises
and all other matters addressed in such Paragraph.  If the Premises are not so
surrendered at the expiration or sooner termination of this Lease, the
provisions of Paragraph 25 hereof shall apply.  All keys to the Premises or any
part thereof shall be surrendered to Landlord upon expiration or sooner
termination of the Term.  Tenant shall give written notice to Landlord at least
thirty (30) days prior to vacating the Premises and shall meet with Landlord for
a joint inspection of the Premises at the time of vacating, but nothing
contained herein shall be construed as an extension of the Term or as a consent
by Landlord to any holding over by Tenant.  In the event of Tenant's failure to
give such notice or participate in such joint inspection, Landlord's inspection
at or after Tenant's vacating the Premises shall conclusively be deemed correct
for purposes of determining Tenant's responsibility for repairs and restoration.
Any delay caused by Tenant's failure to carry out its obligations under this
Paragraph 36 beyond the term hereof, shall constitute unlawful and illegal
possession of Premises under Paragraph 25 hereof.

<PAGE>

                              37.       PARKING

     So long as Tenant is occupying the Premises, Tenant and Tenant's Parties
shall have the right to use up to the number of parking spaces, if any,
specified in the Basic Lease Information on an unreserved, nonexclusive, first
come, first served basis, for passenger-size automobiles, in the parking areas
in the Project designated from time to time by Landlord for use in common by
tenants of the Building. Further Landlord and Tenant acknowledge that Tenant's
Occupancy Density exceeds Tenant's Parking Density, however, Landlord shall not
be obligated to Tenant to provide additional parking in the event the Occupancy
Density causes the Parking Density to be exceeded.  In the event Tenant's
Parking Density is exceeded, it shall immediately cure this condition or if not
cured, Tenant shall be in default of this Lease and the provisions of Paragraph
26 shall apply.

     Tenant may request additional parking spaces from time to time and if
Landlord in its sole discretion agrees to make such additional spaces available
for use by Tenant, such spaces shall be provided on a month-to-month unreserved
and nonexclusive basis (unless otherwise agreed in writing by Landlord), and
subject to such parking charges as Landlord shall determine, and shall otherwise
be subject to such terms and conditions as Landlord may require.

     Tenant shall at all times comply and shall cause all Tenant's Parties and
visitors to comply with all Regulations and any rules and regulations
established from time to time by Landlord relating to parking at the Project,
including any keycard, sticker or other identification or entrance system, and
hours of operation, as applicable.

     Landlord shall have no liability for any damage to property or other items
located in the parking areas of the Project, nor for any personal injuries or
death arising out of the use of parking areas in the Project by Tenant or any
Tenant's Parties.  Without limiting the foregoing, if Landlord arranges for the
parking areas to be operated by an independent contractor not affiliated with
Landlord, Tenant acknowledges that Landlord shall have no liability for claims
arising through acts or omissions of such independent contractor.  In all
events, Tenant agrees to look first to its insurance carrier and to require that
Tenant's Parties look first to their respective insurance carriers for payment
of any losses sustained in connection with any use of the parking areas.

     Landlord reserves the right to assign specific spaces, and to reserve
spaces for visitors, small cars, disabled persons or for other tenants or
guests, and Tenant shall not park and shall not allow Tenant's Parties to park
in any such assigned or reserved spaces.  Tenant may validate visitor parking by
such method as Landlord may approve, at the validation rate from time to time
generally applicable to visitor parking.  Landlord also reserves the right to
alter, modify, relocate or close all or any portion of the parking areas in
order to make repairs or perform maintenance service, or to restripe or renovate
the parking areas, or if required by casualty, condemnation, act of God,
Regulations or for any other reason deemed reasonable by Landlord.

     Tenant shall pay to Landlord (or Landlord's parking contractor, if so
directed in writing by Landlord), as Additional Rent hereunder, the monthly
charges established from time to time by Landlord for parking in such parking
areas (which shall initially be the charge specified in the Basic Lease
Information, as applicable).  Such parking charges shall be payable in advance
with Tenant's payment of Basic Rent.  No deductions from the monthly parking
charge shall be made for days on which the Tenant does not use any of the
parking spaces entitled to be used by Tenant.

                           38.       MISCELLANEOUS

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

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

C.   CHOICE OF LAW.  This Lease shall in all respects be governed by the laws of
the State of California.

D.   ENTIRE AGREEMENT.  This Lease, together with its Exhibits, addenda and
attachments and the Basic Lease Information, contains all the agreements of the
parties hereto and supersedes any previous negotiations.  There have been no
representations made by the Landlord or understandings made between the parties
other than those set forth in this Lease and its Exhibits, addenda and
attachments and the Basic Lease Information.
<PAGE>

E.   MODIFICATION.  This Lease may not be modified except by a written
instrument signed by the parties hereto.  Tenant accepts the area of the
Premises as specified in the Basic Lease Information as the approximate area of
the Premises for all purposes under this Lease, and acknowledges and agrees that
no other definition of the area (rentable, usable or otherwise) of the Premises
shall apply.  Tenant shall in no event be entitled to a recalculation of the
square footage of the Premises, rentable, usable or otherwise, and no
recalculation, if made, irrespective of its purpose, shall reduce Tenant's
obligations under this Lease in any manner, including without limitation the
amount of Base Rent payable by Tenant or Tenant's Proportionate Share of the
Building and of the Project.

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

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

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

I.   ACCORD AND SATISFACTION.  No payment by Tenant of a lesser amount than the
total Rent due nor any endorsement on any check or letter accompanying any check
or payment of Rent shall be deemed an accord and satisfaction of full payment of
Rent, and Landlord may accept such payment without prejudice to Landlord's right
to recover the balance of such Rent or to pursue other remedies.  All offers by
or on behalf of Tenant of accord and satisfaction are hereby rejected in
advance.

J.   EASEMENTS.  Landlord may grant easements on the Project and dedicate for
public use portions of the Project without Tenant's consent; provided that no
such grant or dedication shall materially interfere with Tenant's Permitted Use
of the Premises.  Upon Landlord's request, Tenant shall execute, acknowledge and
deliver to Landlord documents, instruments, maps and plats necessary to
effectuate Tenant's covenants hereunder.

K.   DRAFTING AND DETERMINATION PRESUMPTION.  The parties acknowledge that this
Lease has been agreed to by both the parties, that both Landlord and Tenant have
consulted with attorneys with respect to the terms of this Lease and that no
presumption shall be created against Landlord because Landlord drafted this
Lease.  Except as otherwise specifically set forth in this Lease, with respect
to any consent, determination or estimation of Landlord required or allowed in
this Lease or requested of Landlord, Landlord's consent, determination or
estimation shall be given or made solely by Landlord in Landlord's good faith
opinion, whether or not objectively reasonable.  If Landlord fails to respond to
any request for its consent within the time period, if any, specified in this
Lease, Landlord shall be deemed to have disapproved such request.

L.   EXHIBITS.  The Basic Lease Information, and the Exhibits, addenda and
attachments attached hereto are hereby incorporated herein by this reference and
made a part of this Lease as though fully set forth herein.

M.   NO LIGHT, AIR OR VIEW EASEMENT.  Any diminution or shutting off of light,
air or view by any structure which may be erected on lands adjacent to or in the
vicinity of the Building shall in no way affect this Lease or impose any
liability on Landlord.

N.   NO THIRD PARTY BENEFIT.  This Lease is a contract between Landlord and
Tenant and nothing herein is intended to create any third party benefit.

O.   QUIET ENJOYMENT.  Upon payment by Tenant of the Rent, and upon the
observance and performance of all of the other covenants, terms and conditions
on Tenant's part to be observed and performed, Tenant shall peaceably and
quietly hold and enjoy the Premises for the term hereby demised without
hindrance or interruption by Landlord or any other person or persons lawfully or
equitably claiming by, through or under Landlord, subject, nevertheless, to all
of the other terms and conditions of this Lease.  Landlord shall not be liable
for any hindrance, interruption, interference or disturbance by other tenants or
third persons, nor shall Tenant be released from any obligations under this
Lease because of such hindrance, interruption, interference or disturbance.

P.   COUNTERPARTS.  This Lease may be executed in any number of counterparts,
each of which shall be deemed an original.

<PAGE>

Q.   MULTIPLE PARTIES.  If more than one person or entity is named herein as
Tenant, such multiple parties shall have joint and several responsibility to
comply with the terms of this Lease.

R.   PRORATIONS.  Any Rent or other amounts payable to Landlord by Tenant
hereunder for any fractional month shall be prorated based on a month of 30
days.  As used herein, the term "fiscal year" shall mean the calendar year or
such other fiscal year as Landlord may deem appropriate.

                           39.     ADDITIONAL PROVISIONS

A.   RENT ADJUSTMENTS:  Base Rent shall be adjusted annually on June 1 by a
fixed four percent (4%) increase as follows:

                     6/01/00 - 5/31/01 = $  8,831.00 per month
                     6/01/01 - 5/31/02 = $  9,184.00 per month

B.   ROOFTOP TELECOMMUNICATIONS EQUIPMENT.  During the Term of this Lease,
Tenant shall have the right to install and operate one (1) receiver
("Telecommunications Equipment") on the roof top of the Building.  Prior to
installation, Tenant must submit and specifications to Landlord for Landlord's
written approval.  All costs for the installation of the Telecommunications
Equipment including, but not limited to, electrical equipment and connections,
mounting fixtures, engineering studies, inspections, permits, license or fees,
etc. will be at the Tenant's sole cost, expense and responsibility.  Prior to
the expiration or earlier termination of the Term of this Lease, or any extended
Term, Tenant shall remove the Telecommunications Equipment and shall restore and
repair all damage to the Building or Project occasioned by the installation,
maintenance or removal of the Telecommunications Equipment.  If Tenant fails to
timely complete such removal, restoration and repair, all sums incurred by
Landlord to complete such work shall be paid by Tenant to Landlord upon demand.

                         40.       JURY TRIAL WAIVER

EACH PARTY HERETO (WHICH INCLUDES ANY ASSIGNEE, SUCCESSOR HEIR OR PERSONAL
REPRESENTATIVE OF A PARTY) SHALL NOT SEEK A JURY TRIAL, HEREBY WAIVES TRIAL BY
JURY, AND HEREBY FURTHER WAIVES ANY OBJECTION TO VENUE IN THE COUNTY IN WHICH
THE BUILDING IS LOCATED, AND AGREES AND CONSENTS TO PERSONAL JURISDICTION OF THE
COURTS OF THE STATE IN WHICH THE PROPERTY IS LOCATED, IN ANY ACTION OR
PROCEEDING OR COUNTERCLAIM BROUGHT BY ANY PARTY HERETO AGAINST THE OTHER ON ANY
MATTER WHATSOEVER ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS LEASE, THE
RELATIONSHIP OF LANDLORD AND TENANT, TENANT'S USE OR OCCUPANCY OF THE PREMISES,
OR ANY CLAIM OF INJURY OR DAMAGE, OR THE ENFORCEMENT OF ANY REMEDY UNDER ANY
STATUTE, EMERGENCY OR OTHERWISE, WHETHER ANY OF THE FOREGOING IS BASED ON THIS
LEASE OR ON TORT LAW.  EACH PARTY REPRESENTS THAT IT HAS HAD THE OPPORTUNITY TO
CONSULT WITH LEGAL COUNSEL CONCERNING THE EFFECT OF THIS PARAGRAPH 40.  THE
PROVISIONS OF THIS PARAGRAPH 40 SHALL SURVIVE THE EXPIRATION OR EARLIER
TERMINATION OF THIS LEASE.


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

LANDLORD                           TENANT

Spieker Properties, L.P.,          Path 1 Network Technologies, Inc.,
a California limited partnership   a Delaware corporation

By:  Spieker Properties, Inc.,
     a Maryland corporation,       By:  /s/ Ronald D. Fellman
     its general partner                ---------------------
                                        Ronald D. Fellman
                                   Its: President

     By:  /s/ Richard L. Romney    Date:
          ---------------------
          Richard L. Romney
     Its:  Senior Vice President

Date:


<PAGE>

                                     EXHIBIT A
                               RULES AND REGULATIONS

1.        Driveways, sidewalks, halls, passages, exits, entrances, elevators,
     escalators and stairways shall not be obstructed by tenants or used by
     tenants for any purpose other than for ingress to and egress from their
     respective premises.  The driveways, sidewalks, halls, passages, exits,
     entrances, elevators and stairways are not for the use of the general
     public and Landlord shall in all cases retain the right to control and
     prevent access thereto by all persons whose presence, in the judgment of
     Landlord, shall be prejudicial to the safety, character, reputation and
     interests of the Building, the Project and its tenants, provided that
     nothing herein contained shall be construed to prevent such access to
     persons with whom any tenant normally deals in the ordinary course of such
     tenant's business unless such persons are engaged in illegal activities.
     No tenant, and no employees or invitees of any tenant, shall go upon the
     roof of any Building, except as authorized by Landlord.  No tenant, and no
     employees or invitees of any tenant shall move any common area furniture
     without Landlord's consent.

2.        No sign, placard, banner, picture, name, advertisement or notice,
     visible from the exterior of the Premises or the Building or the common
     areas of the Building shall be inscribed, painted, affixed, installed or
     otherwise displayed by Tenant either on its Premises or any part of the
     Building or Project without the prior written consent of Landlord in
     Landlord's sole and absolute discretion.  Landlord shall have the right to
     remove any such sign, placard, banner, picture, name, advertisement, or
     notice without notice to and at the expense of Tenant, which were installed
     or displayed in violation of this rule.  If Landlord shall have given such
     consent to Tenant at any time, whether before or after the execution of
     Tenant's Lease, such consent shall in no way operate as a waiver or release
     of any of the provisions hereof or of the Lease, and shall be deemed to
     relate only to the particular sign, placard, banner, picture, name,
     advertisement or notice so consented to by Landlord and shall not be
     construed as dispensing with the necessity of obtaining the specific
     written consent of Landlord with respect to any other such sign, placard,
     banner, picture, name, advertisement or notice.

          All approved signs or lettering on doors and walls shall be printed,
     painted, affixed or inscribed at the expense of Tenant by a person or
     vendor approved by Landlord and shall be removed by Tenant at the time of
     vacancy at Tenant's expense.

3.        The directory of the Building or Project will be provided exclusively
     for the display of the name and location of tenants only and Landlord
     reserves the right to charge for the use thereof and to exclude any other
     names therefrom.

4.        No curtains, draperies, blinds, shutters, shades, screens or other
     coverings, awnings, hangings or decorations shall be attached to, hung or
     placed in, or used in connection with, any window or door on the Premises
     without the prior written consent of Landlord.  In any event with the prior
     written consent of Landlord, all such items shall be installed inboard of
     Landlord's standard window covering and shall in no way be visible from the
     exterior of the Building.  All electrical ceiling fixtures hung in offices
     or spaces along the perimeter of the Building must be fluorescent or of a
     quality, type, design, and bulb color approved by Landlord.  No articles
     shall be placed or kept on the window sills so as to be visible from the
     exterior of the Building.  No articles shall be placed against glass
     partitions or doors which Landlord considers unsightly from outside
     Tenant's Premises.

5.        Landlord reserves the right to exclude from the Building and the
     Project, between the hours of 6 p.m. and 8 a.m. and at all hours on
     Saturdays, Sundays and legal holidays, all persons who are not tenants or
     their accompanied guests in the Building.  Each tenant shall be responsible
     for all persons for whom it allows to enter the Building or the Project and
     shall be liable to Landlord for all acts of such persons.

          Landlord and its agents shall not be liable for damages for any error
     concerning the admission to, or exclusion from, the Building or the Project
     of any person.

          During the continuance of any invasion, mob, riot, public excitement
     or other circumstance rendering such action advisable in Landlord's
     opinion, Landlord reserves the right (but shall not be obligated) to
     prevent access to the Building and the Project during the continuance of
     that event by any means it considers appropriate for the safety of tenants
     and protection of the Building, property in the Building and the Project.

6.        All cleaning and janitorial services for the Building and the Premises
     shall be bonded and insured and provided

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     exclusively through Landlord .  Except with the written consent of
     Landlord, no person or persons other than those approved by Landlord shall
     be permitted to enter the Building for the purpose of cleaning the same.
     Tenant shall not cause any unnecessary labor by reason of Tenant's
     carelessness or indifference in the preservation of good order and
     cleanliness of its Premises.  Landlord shall in no way be responsible to
     Tenant for any loss of property on the Premises, however occurring, or for
     any damage done to Tenant's property by the janitor or any other employee
     or any other person.

7.        Tenant shall see that all doors of its Premises are closed and
     securely locked and must observe strict care and caution that all water
     faucets or water apparatus, coffee pots or other heat-generating devices
     are entirely shut off before Tenant or its employees leave the Premises,
     and that all utilities shall likewise be carefully shut off, so as to
     prevent waste or damage.  Tenant shall be responsible for any damage or
     injuries sustained by other tenants or occupants of the Building or Project
     or by Landlord for noncompliance with this rule.  On multiple-tenancy
     floors, all tenants shall keep the door or doors to the Building corridors
     closed at all times except for ingress and egress.

8.        Tenant shall not use any method of heating or air-conditioning other
     than that supplied by Landlord.  As more specifically provided in Tenant's
     lease of the Premises, Tenant shall not waste electricity, water or
     air-conditioning and agrees to cooperate fully with Landlord to assure the
     most effective operation of the Building's heating and air-conditioning,
     and shall refrain from attempting to adjust any controls other than room
     thermostats installed for Tenant's use.

9.        Landlord will furnish Tenant free of charge with two keys to each door
     in the Premises.  Landlord may make a reasonable charge for any additional
     keys, and Tenant shall not make or have made additional keys.  Tenant shall
     not alter any lock or access device or install a new or additional lock or
     access device or bolt on any door of its Premises, without the prior
     written consent of Landlord.  If Landlord shall give its consent, Tenant
     shall in each case furnish Landlord with a key for any such lock.  Tenant,
     upon the termination of its tenancy, shall deliver to Landlord the keys for
     all doors which have been furnished to Tenant, and in the event of loss of
     any keys so furnished, shall pay Landlord therefor.

10.       The restrooms, toilets, urinals, wash bowls and other apparatus shall
     not be used for any purpose other than that for which they were constructed
     and no foreign substance of any kind whatsoever shall be thrown into them.
     The expense of any breakage, stoppage, or damage resulting from violation
     of this rule shall be borne by the tenant who, or whose employees or
     invitees, shall have caused the breakage, stoppage, or damage.

11.       Tenant shall not use or keep in or on the Premises, the Building or
     the Project any kerosene, gasoline, or inflammable or combustible fluid or
     material.

12.       Tenant shall not use, keep or permit to be used or kept in its
     Premises any foul or noxious gas or substance.  Tenant shall not allow the
     Premises to be occupied or used in a manner offensive or objectionable to
     Landlord or other occupants of the Building by reason of noise, odors
     and/or vibrations or interfere in any way with other tenants or those
     having business therein, nor shall any animals or birds be brought or kept
     in or about the Premises, the Building, or the Project.

13.       No cooking shall be done or permitted by any tenant on the Premises,
     except that use by the tenant of Underwriters' Laboratory (UL) approved
     equipment, refrigerators and microwave ovens may be used in the Premises
     for the preparation of coffee, tea, hot chocolate and similar beverages,
     storing and heating food for tenants and their employees shall be
     permitted.  All uses must be in accordance with all applicable federal,
     state and city laws, codes, ordinances, rules and regulations and the
     Lease.

14.       Except with the prior written consent of Landlord, Tenant shall not
     sell, or permit the sale, at retail, of newspapers, magazines, periodicals,
     theater tickets or any other goods or merchandise in or on the Premises,
     nor shall Tenant carry on, or permit or allow any employee or other person
     to carry on, the business of stenography, typewriting or any similar
     business in or from the Premises for the service or accommodation of
     occupants of any other portion of the Building, nor shall the Premises be
     used for the storage of merchandise or for manufacturing of any kind, or
     the business of a public barber shop, beauty parlor, nor shall the Premises
     be used for any illegal, improper, immoral or objectionable purpose, or any
     business or activity other than that specifically provided for in such
     Tenant's Lease.  Tenant shall not accept hairstyling, barbering, shoeshine,
     nail, massage or similar services in the Premises or common areas except as

<PAGE>

     authorized by Landlord.

15.       If Tenant requires telegraphic, telephonic, telecommunications, data
     processing, burglar alarm or similar services, it shall first obtain, and
     comply with, Landlord's instructions in their installation.  The cost of
     purchasing, installation and maintenance of such services shall be borne
     solely by Tenant.

16.       Landlord will direct electricians as to where and how telephone,
     telegraph and electrical wires are to be introduced or installed.  No
     boring or cutting for wires will be allowed without the prior written
     consent of Landlord.  The location of burglar alarms, telephones, call
     boxes and other office equipment affixed to the Premises shall be subject
     to the prior written approval of Landlord.

17.       Tenant shall not install any radio or television antenna, satellite
     dish, loudspeaker or any other device on the exterior walls or the roof of
     the Building, without Landlord's consent.  Tenant shall not interfere with
     radio or television broadcasting or reception from or in the Building, the
     Project or elsewhere.

18.       Tenant shall not mark, or drive nails, screws or drill into the
     partitions, woodwork or drywall or in any way deface the Premises or any
     part thereof without Landlord's consent.  Tenant may install nails and
     screws in areas of the Premises that have been identified for those
     purposes to Landlord by Tenant at the time those walls or partitions were
     installed in the Premises.  Tenant shall not lay linoleum, tile, carpet or
     any other floor covering so that the same shall be affixed to the floor of
     its Premises in any manner except as approved in writing by Landlord.  The
     expense of repairing any damage resulting from a violation of this rule or
     the removal of any floor covering shall be borne by the tenant by whom, or
     by whose contractors, employees or invitees, the damage shall have been
     caused.

19.       No furniture, freight, equipment, materials, supplies, packages,
     merchandise or other property will be received in the Building or carried
     up or down the elevators except between such hours and in such elevators as
     shall be designated by Landlord.

          Tenant shall not place a load upon any floor of its Premises which
     exceeds the load per square foot which such floor was designed to carry or
     which is allowed by law.  Landlord shall have the right to prescribe the
     weight, size and position of all safes, furniture or other heavy equipment
     brought into the Building.  Safes or other heavy objects shall, if
     considered necessary by Landlord, stand on wood strips of such thickness as
     determined by Landlord to be necessary to properly distribute the weight
     thereof.  Landlord will not be responsible for loss of or damage to any
     such safe, equipment or property from any cause, and all damage done to the
     Building by moving or maintaining any such safe, equipment or other
     property shall be repaired at the expense of Tenant.

          Business machines and mechanical equipment belonging to Tenant which
     cause noise or vibration that may be transmitted to the structure of the
     Building or to any space therein to such a degree as to be objectionable to
     Landlord or to any tenants in the Building shall be placed and maintained
     by Tenant, at Tenant's expense, on vibration eliminators or other devices
     sufficient to eliminate noise or vibration.  The persons employed to move
     such equipment in or out of the Building must be acceptable to Landlord.

20.       Tenant shall not install, maintain or operate upon its Premises any
     vending machine without the written consent of Landlord.

21.       There shall not be used in any space, or in the public areas of the
     Project either by Tenant or others, any hand trucks except those equipped
     with rubber tires and side guards or such other material handling equipment
     as Landlord may approve.  Tenants using hand trucks shall be required to
     use the freight elevator, or such elevator as Landlord shall designate.  No
     other vehicles of any kind shall be brought by Tenant into or kept in or
     about its Premises.

22.       Each tenant shall store all its trash and garbage within the interior
     of the Premises.  Tenant shall not place in the trash boxes or receptacles
     any personal trash or any material that may not or cannot be disposed of in
     the ordinary and customary manner of removing and disposing of trash and
     garbage in the city, without violation of any law or ordinance governing
     such disposal.  All trash, garbage and refuse disposal shall be made only
     through entry-ways and elevators provided for such purposes and at such
     times as Landlord shall designate.  If the Building has implemented a
     building-wide recycling program for tenants, Tenant shall use good faith
     efforts to participate in said program.

<PAGE>

23.       Canvassing, soliciting, distribution of handbills or any other written
     material and peddling in the Building and the Project are prohibited and
     each tenant shall cooperate to prevent the same.  No tenant shall make
     room-to-room solicitation of business from other tenants in the Building or
     the Project, without the written consent of Landlord.

24.       Landlord shall have the right, exercisable without notice and without
     liability to any tenant, to change the name and address of the Building and
     the Project.

25.       Landlord reserves the right to exclude or expel from the Project any
     person who, in Landlord's judgment, is under the influence of alcohol or
     drugs or who commits any act in violation of any of these Rules and
     Regulations.

26.       Without the prior written consent of Landlord, Tenant shall not use
     the name of the Building or the Project or any photograph or other likeness
     of the Building or the Project in connection with, or in promoting or
     advertising, Tenant's business except that Tenant may include the
     Building's or Project's name in Tenant's address.

27.       Tenant shall comply with all safety, fire protection and evacuation
     procedures and regulations established by Landlord or any governmental
     agency.

28.       Tenant assumes any and all responsibility for protecting its Premises
     from theft, robbery and pilferage, which includes keeping doors locked and
     other means of entry to the Premises closed.

29.       The requirements of Tenant will be attended to only upon appropriate
     application at the office of the Building by an authorized individual.
     Employees of Landlord shall not perform any work or do anything outside of
     their regular duties unless under special instructions from Landlord, and
     no employees of Landlord will admit any person (tenant or otherwise) to any
     office without specific instructions from Landlord.

30.       Landlord reserves the right to designate the use of the parking spaces
     on the Project.  Tenant or Tenant's guests shall park between designated
     parking lines only, and shall not occupy two parking spaces with one car.
     Parking spaces shall be for passenger vehicles only; no boats, trucks,
     trailers, recreational vehicles or other types of vehicles may be parked in
     the parking areas (except that trucks may be loaded and unloaded in
     designated loading areas).  Vehicles in violation of the above shall be
     subject to tow-away, at vehicle owner's expense.  Vehicles parked on the
     Project overnight without prior written consent of the Landlord shall be
     deemed abandoned and shall be subject to tow-away at vehicle owner's
     expense.  No tenant of the Building shall park in visitor or reserved
     parking areas.  Any tenant found parking in such designated visitor or
     reserved parking areas or unauthorized areas shall be subject to tow-away
     at vehicle owner's expense.  The parking areas shall not be used to provide
     car wash, oil changes, detailing, automotive repair or other services
     unless otherwise approved or furnished by Landlord.  Tenant will from time
     to time, upon the request of Landlord, supply Landlord with a list of
     license plate numbers of vehicles owned or operated by its employees or
     agents.

31.       No smoking of any kind shall be permitted anywhere within the
     Building, including, without limitation, the Premises and those areas
     immediately adjacent to the entrances and exits to the Building, or any
     other area as Landlord elects.  Smoking in the Project is only permitted in
     smoking areas identified by Landlord, which may be relocated from time to
     time.

32,       If the Building furnishes common area conferences rooms for tenant
     usage, Landlord shall have the right to control each tenant's usage of the
     conference rooms, including limiting tenant usage so that the rooms are
     equally available to all tenants in the Building.  Any common area
     amenities or facilities shall be provided from time to time at Landlord's
     discretion.

33.       Tenant shall not swap or exchange building keys or cardkeys with other
     employees or tenants in the Building or the Project.

34.       Tenant shall be responsible for the observance of all of the foregoing
     Rules and Regulations by Tenant's employees, agents, clients, customers,
     invitees and guests.

35.       These Rules and Regulations are in addition to, and shall not be
     construed to in any way modify, alter or amend, in whole or in part, the
     terms, covenants, agreements and conditions of any lease of any premises in
     the Project.

<PAGE>

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

37.       Landlord reserves the right to make such other and reasonable rules
     and regulations as in its judgment may from time to time be needed for
     safety and security, for care and cleanliness of the Building and the
     Project and for the preservation of good order therein.  Tenant agrees to
     abide by all such Rules and Regulations herein stated and any additional
     rules and regulations which are adopted.



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                                     EXHIBIT B1

                                      PREMISES

                                     SUITE 275

                                     41,142 SF

<PAGE>

                                     EXHIBIT C

                            LEASE IMPROVEMENT AGREEMENT

          This Lease Improvement Agreement ("IMPROVEMENT AGREEMENT") sets forth
the terms and conditions relating to construction of the initial tenant
improvements described in the Plans referred to below (the "TENANT
IMPROVEMENTS") in the Premises.  Capitalized terms used but not otherwise
defined herein shall have the meanings set forth in the Lease (the "LEASE") to
which this Improvement Agreement is attached and forms a part.

1.   PLANS AND SPECIFICATIONS.

         1.1.  Landlord shall construct the Tenant Improvements in the Premises
     pursuant to Exhibit B (collectively, the "PLANS") which shall include new
     carpet and paint, four (4) 6' x 4' windows in offices 5, 6, 7 & 8, a 10' x
     8'6" glass wall in office 8, six power poles and a double french door entry
     into office 9.  Tenant shall make no changes or modifications to the Plans
     or submit any change orders without the prior written approval of Landlord.

         1.2.  Notwithstanding Landlord's review and approval of the Plans,
     Landlord shall have no responsibility or liability whatsoever for any
     errors or omissions contained in the Plans, or to verify dimensions or
     conditions, or for the quality, design or compliance with applicable
     Regulations of any improvements described therein or constructed in the
     Premises.  Landlord shall assign to Tenant all warranties and guarantees by
     the contractor who constructs the Tenant Improvements relating to the
     Tenant Improvements, and Tenant hereby waives all claims against Landlord
     relating to, or arising out of the construction of, the Tenant
     Improvements.

2.   SPECIFICATIONS FOR STANDARD TENANT IMPROVEMENTS.

         2.1.  Specifications and quantities of standard building components
     which will comprise and be used in the construction of the Tenant
     Improvements ("STANDARDS") are set forth in SCHEDULE 1 to this EXHIBIT C.
     As used herein, "STANDARDS" or "BUILDING STANDARDS" shall mean the
     standards for a particular item selected from time to time by Landlord for
     the Building, including those set forth on SCHEDULE 1 of this EXHIBIT C, or
     such other standards of equal or better quality as may be mutually agreed
     between Landlord and Tenant in writing.

         2.2.  No deviations from the Standards are permitted.

3.   CONSTRUCTION OF TENANT IMPROVEMENTS.

         3.1.  Promptly upon the execution of this Improvement Agreement,
     Landlord shall, if required, secure a building permit and commence
     construction of the Tenant Improvements provided that Tenant shall
     cooperate with Landlord in executing permit applications and performing
     other actions reasonably necessary to enable Landlord to obtain any
     required permits or certificates of occupancy.  Without limiting the
     provisions of Paragraph 35 of the Lease, Landlord shall not be liable for
     any direct or indirect damages suffered by Tenant as a result of delays in
     construction beyond Landlord's reasonable control, including, but not
     limited to, delays due to strikes or unavailability of materials or labor,
     or delays caused by Tenant (including delays by the contractor or anyone
     else performing services on behalf of Landlord or Tenant).

         3.2.  If any work is to be performed on the Premises by Tenant or
     Tenant's contractor or agents:

               (a)  Such work shall proceed upon Landlord's written approval of
     Tenant's contractor, public liability and property damage insurance carried
     by Tenant's contractor, and detailed plans and specifications for such work
     shall be at Tenant's sole cost and expense, and shall further be subject to
     the provisions of Paragraphs 12 and 27 of the Lease.

               (b)  All work shall be done in conformity with a valid building
     permit when required, a copy of which shall be furnished to Landlord before
     such work is commenced, and in any case, all such work shall be performed
     in accordance with all applicable Regulations.  Notwithstanding any failure
     by Landlord to object to any such work, Landlord shall have no
     responsibility for Tenant's failure to comply with all applicable
     Regulations.

               (c)  If required by Landlord or any lender of Landlord, all work
     by Tenant or Tenant's contractor or
<PAGE>

     agents shall be done with union labor in accordance with all union labor
     agreements applicable to the trades being employed.

               (d)  All work by

               (e)  Tenant or Tenant's contractor or agents shall be scheduled
     through Landlord.

               (f)  Tenant or Tenant's contractor or agents shall arrange for
     necessary utility, hoisting and elevator service with Landlord's contractor
     and shall pay such reasonable charges for such services as may be charged
     by Tenant's or Landlord's contractor.

               (g)  Tenant's entry to the Premises for any purpose, including,
     without limitation, inspection or performance of Tenant construction by
     Tenant's agents, prior to the date Tenant's obligation to pay rent
     commences shall be subject to all the terms and conditions of the Lease
     except the payment of Rent.  Tenant's entry shall mean entry by Tenant, its
     officers, contractors, licensees, agents, servants, employees, guests,
     invitees, or visitors.

               (h)  Tenant shall promptly reimburse Landlord upon demand for any
     reasonable expense actually incurred by the Landlord by reason of faulty
     work done by Tenant or its contractors or by reason of any delays caused by
     such work, or by reason of inadequate clean-up.

4.   COMPLETION AND RENTAL COMMENCEMENT DATE.

         4.1.  Tenant's obligation to pay Rent under the Lease shall commence on
     the applicable date described in Paragraph 2 of the Lease.  However:

               (a)  If Tenant delays in approving any matter requiring Tenant's
     approval within the time limits specified herein; or

               (b)  If the construction period is extended because Tenant
     requests any changes in construction or modifies the Plans or if the same
     do not comply with applicable Regulations; or

               (c)  If Landlord is otherwise delayed in the construction of the
     Tenant Improvements for any act or omission of or breach by Tenant or
     anyone performing services on behalf of Tenant or on account of any work
     performed on the Premises by Tenant or Tenant's contractors or agents, then
     the date described in Paragraph 2 of the Lease shall be deemed to be
     accelerated by the total number of days of Tenant delays described in (a)
     through (c) above (each, a "TENANT DELAY"), calculated in accordance with
     the provisions of Paragraph 4.2 below.

         4.2.  If the Term of the Lease has not already commenced pursuant to
     the provisions of Paragraph 2 of the Lease and substantial completion of
     the Tenant Improvements has been delayed on account of any Tenant Delays,
     then upon actual substantial completion of the Tenant Improvements (as
     defined in Paragraph 2 of the Lease), Landlord shall notify Tenant in
     writing of the date substantial completion of the Tenant Improvements would
     have occurred but for such Tenant Delays, and such date shall thereafter be
     deemed to be the Term Commencement Date for all purposes under the Lease.
     Tenant shall pay to Landlord, within three (3) business days after receipt
     of such written notice (which notice shall include a summary of Tenant
     Delays), the per diem Base Rent times the number of days between the date
     the Term Commencement Date would have otherwise occurred but for the Tenant
     Delays (as determined by Landlord's contractor), and the date of actual
     substantial completion of the Tenant Improvements.

         4.3.  Promptly after substantial completion of the Tenant Improvements,
     Landlord shall give notice to Tenant and Tenant shall conduct an inspection
     of the Premises with a representative of Landlord and develop with such
     representative of Landlord a punchlist of items, if any, of the Tenant
     Improvements that are not complete or that require correction.  Upon
     receipt of such punchlist, Landlord shall proceed diligently to remedy such
     items at Landlord's cost and expense provided such items are part of the
     Tenant Improvements to be constructed by Landlord hereunder and are
     otherwise consistent with Landlord's obligations under this Improvement
     Agreement (with any dispute between Landlord and Tenant pertaining thereto
     to be resolved by Landlord's architect or general contractor).  Substantial
     completion shall occur notwithstanding delivery of any such punchlist.

<PAGE>

         4.4   A default under this Improvement Agreement shall constitute a
     default under the Lease, and the parties shall be entitled to all rights
     and remedies under the Lease in the event of a default hereunder by the
     other party (notwithstanding that the Term thereof has not commenced).

         4.5.  Without limiting the "as-is" provisions of the Lease, except for
     the Tenant Improvements to be constructed by Landlord pursuant to this
     Improvement Agreement, Tenant accepts the Premises in its "as-is" condition
     and acknowledges that it has had an opportunity to inspect the Premises
     prior to signing the Lease.

5.   AMORTIZATION OF NON-BUILDING STANDARD TENANT IMPROVEMENTS:

         5.1   Landlord shall provide Tenant with glass upgrades in two (2)
     offices not to exceed $3,300.00.  Said costs shall be fully amortized, plus
     interest thereon at twelve percent (12%) per annum, over the initial Lease
     Term  An additional $109.61 per month shall be due to Landlord in
     additional to the Base Rent show in the Basic Lease Information.


<PAGE>


                                     SCHEDULE 1
                                    TO EXHIBIT C

                                 BUILDING STANDARDS


        The following constitutes the Building Standard tenant improvements
                     ("STANDARDS") in the quantities specified:

                                  (to be provided)