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                                                                  Exhibit 10.45

                                EARTHLINK CENTRE

                      STANDARD MODIFIED GROSS OFFICE LEASE

                               W I T N E S S E T H

               This lease ("LEASE") is entered into by and between Limar Realty
Corp. #6, a California corporation ("LANDLORD") and EarthLink Network, Inc., a
Delaware corporation ("TENANT"). For and in consideration of the payment of
rents and the performance of the covenants herein set forth by Tenant, Landlord
does lease to Tenant and Tenant accepts the Premises described below subject to
the agreements herein contained.

1.   BASIC LEASE TERMS

     a.   DATE OF LEASE:                  October 5, 1999

     b.   TENANT:                         EarthLink Network, Inc.

          Address (of the Premises):      465 North Halstead Street (AKA 460
                                          Sierra Madre Villa Ave.)

          Address (for Notices):
                                          EarthLink Network, Inc.
                                          3100 New York Drive
                                          Pasadena, California  91107
                                          Attn: Hans Eisenman

          with copy to:                   Hunton & Williams
                                          Peachtree Street
                                          Suite 4100
                                          Atlanta, Georgia 30308
                                          Attn: S. Tammy Pearson

     c.   LANDLORD:                       Limar Realty Corp. #6

          Address (for Notices):          1730 So. El Camino Real
                                          Suite 400
                                          San Mateo, CA 94402
                                          Attn:  Thomas A. Numainville

     d.   TENANT'S USE OF PREMISES:       General office use including call
                                          center, data center operators and/or
                                          sales.

     e.   PREMISES AREA:                  125,348 Rentable Square Feet ("RSF"),
                                          consisting of the entire second floor
                                          area of the Project.

     f.   PROJECT AREA:                   230,852 RSF, located in a two (2)
                                          story building together with a partial
                                          lower level.

     g.   TENANT'S SHARE:                 54.30% (125,348/230,852)

     h.   BASE YEAR:                      Calendar year 2000

     i.   TERM (inclusive):   Commencement Date: November 15, 1999
                              ("COMMENCEMENT DATE")
                              Expiration Date: September 30, 2007 ("EXPIRATION
                              DATE")
                              Number of Months: approximately 94.5333

     j.   BASE RENT: See Section 32.

     k.   BASE RENT ADJUSTMENT:

          STEP INCREASE. The step adjustment provisions of Section 4.b. apply
          for the periods shown below:

                      PERIODS (INCLUSIVE)                MONTHLY BASE RENT
                      5/15/02 - 11/14/04                    $213,091.60


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                      11/15/04 - 9/30/07                    $225,626.40

     l.   TOTAL TERM BASE RENT (assumes space is taken down according to Section
          32. net of rental abatement): $19,116,064.96

     m.   PREPAID BASE RENT: $120,000.00 (the "PREPAID BASE RENT")

     n.   TENANT'S NUMBER OF NON-RESERVED PARKING SPACES: 414

     o.   SECURITY DEPOSIT: $225,626.40

     p.   BROKER(S): Cushman Realty Corporation and Insignia/ESG, Inc.

     q.   GUARANTOR(S): None.

     r.   EXHIBITS: Exhibits lettered "A" through "F" are attached hereto and
          made a part hereof.

2.   PREMISES.

     a.   PREMISES. Landlord leases to Tenant the premises described in Section
          1. and in EXHIBIT A (the "PREMISES"). Subject to (1) any additional
          work Landlord has agreed herein to do, including, without limitation,
          that work which Landlord is required to perform pursuant to the
          provisions of Section 29 below, (2) the terms and representations of
          this Lease, including, without limitation, those set forth in Sections
          8 and 29 below, and (3) Landlord's agreement to cause the Project to
          comply with any notice (as defined in subclause (A) and (B) below, a
          "GOVERNMENTAL NOTICE") which is (A) issued either before or after the
          Date of this Lease by a governmental authority with jurisdiction
          requesting work to be performed in the Project (including any
          elevators and/or stairwells serving the Premises) and (B) for the
          purpose of causing the Project to be in compliance with a zoning,
          municipal, federal, county or state law, ordinance or regulation in
          effect as of the date of execution and delivery of this Lease
          (exclusive of an order to cause such compliance with respect to any
          improvements to and/or the use of the interior of the Premises;
          provided, however, that if and as long as Tenant utilizes improvements
          in the Premises in the condition of such improvements existing as of
          the Date of Lease without undertaking any modifications thereto,
          Landlord shall cause such existing improvements to comply with any
          such Governmental Notice), Tenant hereby accepts the Premises in their
          condition existing as of the date of the execution hereof, subject to
          all applicable zoning, municipal, county and state laws, ordinances
          and regulations governing and regulating the use of the Premises, and
          accepts this Lease subject thereto and to all matters disclosed
          thereby and by any exhibits attached hereto. The rentable square
          footage of the Premises shall include a portion of the common area of
          the Project and the occupied space located within the Project and
          dedicated to the service of the Project. Tenant agrees with the square
          footage specified for the Premises in Section 1. and will not
          hereafter challenge such determination and agreement. Landlord shall
          have the right, in Landlord's sole good faith discretion: (i) to make
          changes, including, without limitation, changes in the location, size,
          shape, number and appearance to the Project (excluding the Premises to
          the extent that size, shape, and/or location is affected) interior and
          exterior, including but not limited to the lobbies, windows,
          stairways, air shafts, elevators, restrooms, driveways, entrances,
          parking spaces (provided that Tenant's allotted parking spaces shall
          not be reduced and shall otherwise be located in similar proximity to
          the Premises), parking areas, loading and unloading areas, ingress,
          egress, direction of traffic, decorative walls, landscaped areas and
          walkways; (ii) to close temporarily any part of the Project for
          maintenance purposes so long as reasonable access to the Premises
          remains available; (iii) to designate other land and improvements
          outside the boundaries of the Project to be a part of the Project,
          provided that such other land and improvements have a reasonable and
          functional relationship to the Project; (iv) to add additional
          buildings and improvements to the Project; (v) to use the common areas
          while engaged in making additional improvements, repairs or
          alterations to the Project or any portion thereof; and (vi) to do and
          perform such other acts and make such other changes in, to or with
          respect to the Project as Landlord may, in the exercise of sound
          business judgment deem to be appropriate, provided (x) none of the
          above adversely interferes in any specific and significant manner
          given Tenant's actual requirement with respect to the utilization of
          the affected portion of the Premises for the purpose of conducting
          Tenant's business therein, taking into account Landlord's contractual
          obligations with respect to the Project, (y) Tenant's obligations
          hereunder are not increased, (z) Tenant's rights hereunder are not
          decreased, and (aa) Landlord's activities shall not

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          affect "mission critical" areas of the Premises, as such areas are
          identified by Tenant to Landlord promptly following receipt by
          Tenant of notice from Landlord of its intended activities.

     b.   ACCEPTANCE; QUIET ENJOYMENT. Landlord represents that it is the fee
          simple owner of the Premises and has full right and authority to make
          this Lease. Landlord hereby leases the Premises to Tenant and Tenant
          hereby accepts the same from Landlord, in accordance with the
          provisions of this Lease. Landlord covenants that Tenant shall have
          peaceful and quiet enjoyment of the Premises during the Term (as
          defined below) of this Lease. Tenant covenants that it will not
          interfere with other tenants' quiet enjoyment of their premises.

3.   TERM. The term ("TERM") of this Lease is for the period that commences at
     12:01 a.m. on the Commencement Date and expires at 11:59 p.m. on the
     Expiration Date.

4.   RENT

     a.   BASE RENT. Tenant shall pay Landlord in lawful money of the United
          States, without notice, demand, offset or deduction, rent in the
          amount(s) set forth in Section 1. which shall be payable in advance on
          the first day of each and every calendar month ("BASE RENT') provided,
          however, the first month's Base Rent is due and payable upon mutual
          execution and delivery of this Lease. Unless otherwise specified in
          writing by Landlord, all installments of Base Rent shall be payable to
          Limar Realty Corp. #6, Department #44294, P.O. Box 44000, San
          Francisco, California 94144-4294. Base Rent for any partial month at
          the beginning or end of this Lease will be prorated in accordance with
          the number of days in the subject month.

          For purposes of Section 467 of the Internal Revenue Code, the parties
          to this Lease hereby agree to allocate the stated Base Rent provided
          herein to the periods which correspond to the actual Base Rent
          payments as provided under the terms and conditions of this Agreement.

     b.   STEP INCREASE. The Base Rent shall be increased periodically to the
          amounts and at the times set forth in Section 1.k.

     c.   RENT WITHOUT OFFSET AND LATE CHARGE. All Rent shall be paid without
          prior demand or notice and without any deduction or offset whatsoever.
          All Rent shall be paid in lawful currency of the United States of
          America. Tenant acknowledges that late payment by Tenant to Landlord
          of any Rent will cause Landlord to incur costs not contemplated by
          this Lease, the exact amount of such cost being extremely difficult
          and impracticable to ascertain. Such costs include, without
          limitation, processing and accounting charges and late charges that
          may be imposed on Landlord by the terms of any encumbrance or note
          secured by the Premises. Therefor, if any Rent is not received by
          Landlord within ten (10) days of its due date, Tenant shall pay to
          Landlord a late charge equal to ten percent (10%) of such overdue
          payment. Landlord and Tenant hereby agree that such late charge
          represents a fair and reasonable estimate of the costs that Landlord
          will incur by reason of any such late payment and that the late charge
          is in addition to any and all remedies available to the Landlord and
          that the assessment and/or collection of the late charge shall not be
          deemed a waiver of any other default. Additionally, unless a late
          charge has been paid by Tenant with respect to such delinquent Rent as
          provided above, all such delinquent Rent or other sums, plus this late
          charge, shall bear interest from the due date thereof at the lesser of
          ten percent (10%) per annum or the maximum legal interest rate
          permitted by law. Any payments of any kind returned for insufficient
          funds will be subject to an additional handling charge of $25.00.

     d.   EXPENSES. The purpose of this Section 4.d. is to ensure that Tenant
          bears a share of all Expenses (as defined below) related to the use,
          operation, maintenance, ownership, repair or replacement, and
          insurance of the Project in excess of those incurred during the Base
          Year. The term "PROJECT" is defined as all the land and improvements
          (including building(s), landscape, parking lot, etc.) as described on
          EXHIBIT B. Commencing January 1 of each year ("COMPARISON YEAR")
          subsequent to the Base Year (as specified in Section 1.), Tenant shall
          pay to Landlord, Tenant's Share (as defined in Section 1.) of any
          increases in Expenses related to the Project over and above the
          Expenses incurred during the Base Year. Expenses shall be reflective
          of a Project at least ninety-five percent (95%) occupied in
          determining Base Year and Comparison Year costs.

          1)   EXPENSES DEFINED. The term "EXPENSES" shall mean all costs and
               expenses of the use, operation, maintenance, ownership, repair or
               replacement, and insurance of the Project, including, without
               limitation, the following costs:


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               a)   All supplies, materials, labor, equipment, and utilities
                    (except for those utilities which are chargeable to
                    individual tenants) used in or related to the use, operation
                    and maintenance of the Project including, without
                    limitation, window cleaning, security and elevator
                    maintenance;

               b)   All maintenance, management, janitorial, legal, accounting,
                    insurance and service agreement costs related to the
                    Project, except for those costs which are chargeable to
                    individual tenants. Expenses shall include the management
                    fees of all independent contractors engaged by Landlord or
                    reasonably charged by Landlord or an affiliate of Landlord
                    for management services in connection with the Project,
                    provided that the total management fees charged by Landlord
                    or an affiliate of Landlord shall not exceed the management
                    fees normally incurred by owners and operators of properties
                    similar to the Project which are located in the county in
                    which the Project is located;

               c)   All maintenance, replacement and repair costs including
                    capital expenses that are incurred at the Project after the
                    Commencement Date of this Lease and which are to be
                    amortized over the useful life of the asset relating to the
                    areas within or around the Project, including, without
                    limitation, air conditioning systems, sidewalks,
                    landscaping, service areas, driveways, parking areas
                    (including resurfacing and restriping parking areas),
                    walkways, building exteriors (including painting), signs and
                    directories, repairing and replacing roofs, walls, etc.
                    Capitalization and amortization of expenses (along with
                    reasonable actual or implicit financing charges) will be on
                    a straight line basis over the useful life of the
                    improvement as reasonably determined by Landlord;

               d)   Amortization of capital improvements that are incurred at
                    the Project after the Commencement Date of this Lease and
                    which are required by any government authority or which will
                    improve the operating efficiency of the Project (provided,
                    however, that the amount of such amortization for
                    improvements not mandated by government authority shall not
                    exceed in any year the amount of costs reasonably determined
                    by Landlord in its reasonable discretion to have been saved
                    by the expenditure either through the reduction or
                    minimization of increases which would have otherwise
                    occurred). Capitalization and amortization of expenses
                    (along with reasonable actual or implicit financing charges)
                    will be on a straight line basis in accordance with GAAP;
                    and

               e)   Real Property Taxes including all taxes, assessments
                    (general and special) and other impositions or charges which
                    may be taxed, charged, levied, assessed or imposed upon all
                    or any portion of or in relation to the Project or any
                    portion thereof, any leasehold estate in the Premises or
                    measured by Rent from the Premises. "REAL PROPERTY TAXES"
                    shall also include any form of assessment, levy, penalty,
                    charge or tax (other than estate, corporation, net profits,
                    transfer, inheritance, net income or franchise taxes)
                    imposed by any authority having a direct or indirect power
                    to tax or charge, including, without limitation, any city,
                    county, state, federal or any improvement or other district,
                    whether such tax is (1) determined by the value of the
                    Project or the Rent or other sums payable under this Lease;
                    (2) determined by the size of the Project (land acreage or
                    building square footage); (3) upon or with respect to any
                    legal or equitable interest of Landlord in the Project or
                    any part thereof; (4) upon this transaction or any document
                    to which Tenant is a party creating a transfer in any
                    interest in the Project; (5) in lieu of or as a direct
                    substitute in whole or in part of or in addition to any real
                    property taxes on the Project; (6) based on any parking
                    spaces or parking facilities provided in the Project; or (7)
                    in consideration for services, such as police protection,
                    fire protection, street, sidewalk and roadway maintenance,
                    refuse removal or other services that may be provided by any
                    governmental or quasi-governmental agency from time to time
                    which were formerly provided without charge or with less
                    charge to property owners or occupants.

          2)   OPERATING EXPENSES SHALL NOT INCLUDE:

               a)   Costs paid for directly by Tenant or other tenants;


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               b)   Costs incurred in connection with the financing, sale,
                    transfer taxes or acquisition of the Project or any portion
                    thereof;

               c)   Costs incurred in leasing or procuring tenants (including
                    without limitation, lease commissions, advertising expenses,
                    attorneys' fees and expenses of renovating space for
                    tenants);

               d)   Executive salaries of off-site personnel employed by
                    Landlord except for the charge (or pro rata share) of the
                    property manager of the Project;

               e)   Expenses for structural capital improvements made to the
                    Project;

               f)   Subject to the provisions of Section 4.d.1)c) above,
                    depreciation on the building or other improvements on the
                    Project;

               g)   Legal expenses, fines or penalties for disputes with tenants
                    and any other professional fees of attorneys, auditors or
                    consultants not incurred in connection with the normal
                    maintenance and operation of the Project;

               h)   Expenses which relate to the preparation of rental space for
                    tenants, including without limitation building permit,
                    license and inspection costs incurred with respect to the
                    installation or improvements made for occupants of the
                    Project or incurred in renovating or otherwise improving,
                    decorating, painting or decorating vacant tenant space for
                    the Project or other occupants of the Project;

               i)   Costs incurred that are reimbursed by tenants of the
                    Project, including Tenant, or third parties, including
                    insurers;

               j)   Expenses for repair or replacement covered by warranties,
                    and any costs due to casualty that are covered by insurance
                    carried by Landlord;

               k)   Rentals and other payments by Landlord under any ground
                    lease or other lease underlying the Lease, and interest,
                    principal, points and other fees on debt or amortization of
                    any debt secured in whole or part by all or any portion of
                    the Project;

               l)   Repairs or replacements caused by Landlord's or Tenant's or
                    their respective employees' or agents' gross negligence or,
                    to the extent that the costs thereof are in excess of
                    $10,000 for any one occurrence or $15,000 as an annual
                    aggregate, the ordinary negligence of Landlord or Tenant or
                    their respective employees or agents;

               m)   Net income, franchise, capital stock, estate or inheritance
                    taxes or taxes which are the personal obligation of Landlord
                    or another tenant of the Project;

               n)   Landlord's charitable or political contributions;

               o)   Payments to subsidiaries and affiliates of Landlord for
                    services to the Project for supplies or other materials to
                    the extent that the cost of such services, supplies or
                    materials exceed the cost which would have been paid had the
                    services, supplies or materials been provided by
                    unaffiliated parties on a competitive basis (provided,
                    however, any fee for management services paid to an
                    affiliate of Landlord shall be in the amount set forth in
                    Section 4.d.1)b);

               p)   Specific costs for any capital repairs, replacements or
                    improvements, except as provided above;

               q)   Payments for rented equipment, the cost of which would
                    constitute a capital expenditure not permitted pursuant to
                    the foregoing if the equipment were purchased;

               r)   Expenses in connection with services or other benefits which
                    are not offered to Tenant or for which Tenant is charged
                    directly but which are provided to another tenant or
                    occupant of the Project;


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               s)   Any and all costs incurred by Landlord in the operation by
                    Landlord of any health club or any luncheon or other
                    restaurant, club or commercial facility;

               t)   Costs incurred in bring the Building into compliance with
                    any code, regulation or law in existence and as enforced as
                    of the Commencement Date; or

               u)   Expenses attributable to the development of new buildings in
                    the Project.

               In addition, if any particular work or service otherwise included
               in Operating Expenses is not furnished to a tenant or occupant of
               the Project who is undertaking to perform such work or service
               itself, Operating Expenses shall be deemed to be increased by an
               amount equal to the additional Operating Expenses which would
               have been incurred if Landlord had furnished such work to such
               tenant or occupant.

          3)   ANNUAL ESTIMATE OF EXPENSES. As soon as practicable for each
               Comparison Year, Landlord shall estimate Tenant's Share of
               Expenses for the Comparison Year, by multiplying the estimated
               Expenses for the Comparison Year in excess of the Expenses for
               the Base Year by Tenant's Share (such product being the
               "ESTIMATED TENANT'S SHARE OF EXPENSES").

          4)   MONTHLY PAYMENT OF EXPENSES. Tenant shall pay to Landlord,
               monthly in advance as additional Rent, one-twelfth (1/12) of the
               Estimated Tenant's Share of Expenses beginning on January 1 and
               on the first day of each succeeding month of the Comparison Year.
               As soon as practical following each calendar year but not later
               than July 1 of the following year, Landlord shall prepare an
               accounting of actual Expenses incurred during said year in the
               form attached hereto as EXHIBIT E and such accounting shall
               reflect the actual amount of Tenant's Share of Expenses;
               provided, however, in the event that Landlord fails to deliver
               such accounting by July 1 of the following year, Landlord shall
               not be deemed to be in default under this Lease unless Landlord
               fails to deliver such accounting within thirty (30) days after
               receipt of written notice from Tenant requesting such accounting.
               If the additional Rent paid by Tenant under this Section during
               the preceding calendar year was more than the actual amount of
               Tenant's Share of Expenses for such year, the amount overcharged
               shall be paid to Tenant within thirty (30) days of receipt of
               such notice. If the additional Rent paid by Tenant under this
               Section during the preceding calendar year was less than the
               actual amount of Tenant's Share of Expenses for such year,
               Landlord shall so notify Tenant and Tenant shall pay such amount
               to Landlord within 30 days of receipt of such notice. Such amount
               shall be deemed to have accrued during the prior calendar year
               and shall be due and payable from Tenant even if the term of this
               Lease has expired or this Lease has been terminated prior to
               Tenant's receipt of this notice.

          5)   TENANT'S RIGHT TO AUDIT. Within ninety (90) days after receipt of
               Landlord's statement setting forth actual Operating Expenses (the
               "STATEMENT"), commencing with the Statement for the Base Year,
               Tenant shall be entitled to a preliminary review of Landlord's
               books and records forming the basis of this Statement by
               employees of Tenant. If Tenant is not satisfied with the results
               of such employee review, then, Tenant shall have the right to
               audit at Landlord's local offices, at Tenant's expense,
               Landlord's accounts and records relating to Operating Expenses,
               so long as (a) Tenant delivers written notice to Landlord
               requesting such audit (the "NOTICE OF AUDIT") within one hundred
               ten (110) days after receipt of the Statement, and (b) such audit
               must be completed within sixty (60) days after Landlord's receipt
               of the Notice of Audit. Such audit shall be conducted by a
               certified public accountant approved by Landlord, which approval
               shall not be unreasonably withheld. If such audit reveals that
               Landlord has overcharged Tenant, the amount overcharged shall be
               paid to Tenant within thirty (30) days after the audit is
               concluded. If such audit reveals that Landlord has undercharged
               Tenant, the amount of undercharge shall be paid by Tenant to
               Landlord within 30 days after the audit is conducted. In
               addition, if the Statement exceeds the actual Operating Expenses
               which should have been charged to Tenant by more than five
               percent (5%), the cost of the audit shall be paid by Landlord.

     e.   RENT. The term "RENT" as used in this Lease shall refer to Base Rent,
          Tenant's Share of Expenses, Security Deposit(s), late charges and all
          other charges payable by Tenant to Landlord.


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     f.   UTILITIES & JANITORIAL SERVICES. Tenant shall pay for all janitorial
          services, water, gas, heat, light, power, sewer, electricity
          (including the electricity to run the HVAC system), telephone or other
          service(s) metered, chargeable or provided to the Premises. Landlord
          reserves the right to install separate meters for any such utility;
          Landlord has installed in the Project so-called "check meters" for the
          purpose of measuring utility usage. To the extent that separate meters
          have not been established for all such utilities, Landlord may
          reasonably apportion and bill Tenant's usage through the use of
          prorations. There shall be no abatement of Rent and Landlord shall not
          be liable in any respect whatsoever for the inadequacy, stoppage,
          interruption or discontinuance of any utility or service due to riot,
          strike, labor dispute, breakdown, accident, repair or other cause
          beyond Landlord's reasonable control or in cooperation with
          governmental request or directions.

     g.   LIGHT BULB AND BALLAST REPLACEMENT. During the Term, Tenant shall, at
          its sole cost and expense, replace light bulbs in all fixtures and
          ballasts in all fluorescent fixtures within the Premises, and Landlord
          shall be responsible for light bulbs and ballasts (where applicable)
          in all common area fixtures as required.

5.   PREPAID RENT. Upon the mutual execution and delivery of this Lease, Tenant
     shall pay to Landlord the Prepaid Base Rent set forth in Section 1., and
     such Prepaid Base Rent shall be applied toward the Base Rent due for the
     first month of the Term for which Rent is due. Landlord shall not be
     required to pay Tenant interest on the Prepaid Base Rent. Landlord shall be
     entitled to immediately endorse and cash Tenant's Prepaid Base Rent.

6.   SECURITY DEPOSIT. Upon execution of this Lease, Tenant shall deposit a
     security deposit ("SECURITY DEPOSIT") in the amount set forth in Section 1.
     with Landlord. If Tenant is in default, Landlord can (but without any
     requirement to do so) use the Security Deposit or any portion of it to cure
     the default or to compensate Landlord for any damages sustained by Landlord
     resulting from Tenant's default. Upon demand, Tenant shall immediately pay
     to Landlord a sum equal to the portion of the Security Deposit expended or
     applied by Landlord to restore the Security Deposit to its full amount. In
     no event will Tenant have the right to apply any part of the Security
     Deposit to any Rent due under this Lease. Landlord's obligations with
     respect to the Security Deposit are those of a debtor and not a trustee,
     and Landlord can commingle the Security Deposit with Landlord's general
     funds. Landlord shall not be required to pay Tenant interest on the
     Security Deposit. If Tenant is not in default at the expiration or
     termination of this Lease and has fully complied with the provisions of
     Section 13.d.6) and Section 26., Landlord shall return the Security Deposit
     to Tenant.

7.   USE OF PREMISES.

     a.   TENANT'S USE. Tenant shall use the Premises solely for the purposes
          stated in Section 1. and for no other purposes without obtaining
          the prior written consent of Landlord. Tenant acknowledges that,
          except as provided in writing in this Lease, neither Landlord nor
          any agent of Landlord has made any representation or warranty with
          respect to the Premises or with respect to the suitability of the
          Premises to the conduct of Tenant's business, nor has Landlord
          agreed to undertake any modification, alteration or improvement to
          the Premises. Tenant shall promptly comply with all laws, statutes,
          ordinances, orders and governmental regulations now or hereafter
          existing affecting the Premises, excluding any requirements in the
          Lease that may require alterations to be performed solely by
          Landlord. Tenant shall not do or permit anything to be done in or
          about the Premises or bring or keep anything in the Premises that
          will in any way increase the premiums paid by Landlord on its
          insurance related to the Premises. In connection therewith,
          Landlord acknowledges that as of the Date of Lease, to Landlord's
          actual knowledge, Tenant's anticipated use of the Premises in
          accordance with Section 1 above will not cause any such increase in
          insurance premiums, based upon Landlord's current insurance
          coverage. Tenant will not perform any act or carry on any practices
          that may injure the Premises. Tenant shall not use the Premises for
          sleeping, washing clothes, cooking (except in accordance with the
          Rules and Regulations attached hereto as EXHIBIT C) or the
          preparation, manufacture or mixing of anything that emits any
          objectionable odor, noises, vibrations or lights onto such other
          tenants. If, in Landlord's reasonable judgment, sound insulation is
          required to muffle noise produced by Tenant on the Premises, Tenant
          at its own cost shall provide all necessary insulation. Tenant
          shall not do anything on the Premises which will overload any
          existing parking or service to the Premises. Non-domesticated pets
          and/or animals of any type shall not be kept on the Premises.
          Tenant covenants that it will not interfere with other tenants'
          quiet enjoyment of their premises.

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     b.   RULES AND REGULATIONS. Tenant shall comply with and use the Premises
          in accordance with the Rules and Regulations attached hereto as
          EXHIBIT C and to any reasonable modifications to such Rules
          and Regulations as Landlord may adopt from time to time, provided
          however that if any rule or regulation is in conflict with any term,
          covenant or condition of this Lease, this Lease shall prevail. In
          addition, no such rule or regulation, or any subsequent amendment
          thereto adopted by Landlord, shall in any material way alter, reduce
          or adversely affect any of Tenant's rights or materially enlarge
          Tenant's obligations under this Lease. Landlord agrees to apply such
          Rules and Regulations in a fair, equitable and non-discriminatory
          manner, in Landlord's reasonable discretion.

8.   EMISSIONS; STORAGE, USE AND DISPOSAL OF WASTE

     a.   EMISSIONS. Tenant shall not:

          1)   Knowingly permit any vehicle on the Premises to emit exhaust
               which is in violation of any governmental law, rule, regulation
               or requirement;

          2)   Discharge, emit or permit to be discharged or emitted, any
               liquid, solid or gaseous matter, or any combination thereof, into
               the atmosphere or on, into or under the Premises, any building or
               other improvements of which the Premises are a part, or the
               ground or any body of water which matter, as reasonably
               determined by any governmental entity, does or may pollute or
               contaminate the same, or is, or may become, radioactive or does,
               or may, adversely affect the (a) health or safety of persons,
               wherever located, whether on the Premises or anywhere else, (b)
               condition, use or enjoyment of the Premises or any other real or
               personal property, whether on the Premises or anywhere else, or
               (c) Premises or any of the improvements thereto including
               buildings, foundations, pipes, utility lines, or landscaping;

          3)   Produce, or permit to be produced, any intense glare, light or
               heat;

          4)   Create, or permit to be created, any sound pressure level which
               will interfere with the quiet enjoyment of any real property
               outside the Premises, or which will create a nuisance or violate
               any governmental law, rule, regulation or requirement;

          5)   Create, or permit to be created, any vibration that is
               discernible outside the Premises; or

          6)   Transmit, receive or permit to be transmitted or received, any
               electromagnetic, microwave or other radiation which is or may be
               harmful or hazardous to any person or property in, or about the
               Premises, or anywhere else, excluding, however, any "microwaves"
               emitted from a microwave oven and any computer transmissions.

     b.   STORAGE AND USE.

          1)   STORAGE. Subject to the uses permitted and prohibited to Tenant
               under this Lease, Tenant shall store in appropriate leak proof
               containers all solid, liquid or gaseous matter, or any
               combination thereof, which matter, if discharged or emitted into
               the atmosphere, the ground or any body of water, does or may (a)
               pollute or contaminate the same, or (b) adversely affect the (i)
               health or safety of persons, whether on the Premises or anywhere
               else, (ii) condition, use or enjoyment of the Premises or any
               real or personal property, whether on the Premises or anywhere
               else, or (iii) Premises.

          2)   USE. In addition, without Landlord's prior written consent,
               Tenant shall not use, store or permit to remain on the Premises
               any solid, liquid or gaseous matter which is, or may become
               radioactive. If Landlord does give its consent, Tenant shall
               store the materials in such a manner that no radioactivity will
               be detectable outside a designated storage area and Tenant shall
               use the materials in such a manner that (a) no real or personal
               property outside the designated storage area shall become
               contaminated thereby and (b) there are and shall be no adverse
               effects on the (i) health or safety of persons, whether on the
               Premises or anywhere else, (ii) condition, use or enjoyment of
               the Premises or any real or personal property thereon or therein,
               or (iii) Premises or any of the improvements thereto or thereon.


                                      -8-
<PAGE>

          3)   HAZARDOUS MATERIALS. Subject to the uses permitted and prohibited
               to Tenant under this Lease, Tenant shall store, use, employ,
               transport and otherwise deal with all Hazardous Materials (as
               defined below) employed on or about the Premises in accordance
               with all federal, state, or local law, ordinances, rules or
               regulations applicable to Hazardous Materials in connection with
               or respect to the Premises.

     c.   DISPOSAL OF WASTE.

          1)   REFUSE DISPOSAL. Tenant shall not keep any trash, garbage, waste
               or other refuse on the Premises except in sanitary containers and
               shall regularly and frequently remove same from the Premises.
               Tenant shall keep all containers or other equipment used for
               storage or disposal of such materials in a clean and sanitary
               condition.

          2)   SEWAGE DISPOSAL. Tenant shall properly dispose of all sanitary
               sewage and shall not use the sewage disposal system (a) for the
               disposal of anything except sanitary sewage or (b) for amounts
               reasonably contemplated by the uses permitted under this Lease.
               Tenant shall keep the sewage disposal system serving the Premises
               free of all obstructions and in good operating condition. As of
               the date of this Lease, Landlord has not received any notice of
               noncompliance with respect to such sanitary sewage disposal
               system from any governmental authority or other third party.

          3)   DISPOSAL OF OTHER WASTE. Tenant shall properly dispose of all
               other waste or other matter delivered to, stored upon, located
               upon or within, used on, or removed from, the Premises by Tenant,
               its employees, agents, contractors, invitees (or other persons or
               entities under the control of Tenant) in such a manner that it
               does not, and will not, adversely affect the (a) health or safety
               of persons, wherever located, whether on the Premises or
               elsewhere, (b) condition, use or enjoyment of the Premises or any
               other real or personal property, wherever located, whether on the
               Premises or anywhere else, or (c) Premises or any of the
               improvements thereto or thereon including buildings, foundations,
               pipes, utility lines, landscaping or parking areas.

     d.   INFORMATION. Tenant shall provide Landlord with any and all
          information regarding Hazardous Materials in the Premises, including
          copies of all filings and reports to governmental entities at the time
          they are originated, and any other information requested by Landlord.
          In the event of any accident, spill or other incident involving
          Hazardous Materials, Tenant shall immediately report the same to
          Landlord and supply Landlord with all information and reports with
          respect to the same. All information described herein shall be
          provided to Landlord regardless of any claim by Tenant that it is
          confidential or privileged.

     e.   COMPLIANCE WITH LAW. Notwithstanding any other provision in this Lease
          to the contrary, to the extent necessary to perform their respective
          obligations under this Lease, each party hereto shall comply with all
          laws, statutes, ordinances, regulations, rules and other governmental
          requirements now or hereafter existing, and in particular, relating to
          the storage, use and disposal of Hazardous Materials.

     f.   INDEMNITY. Tenant hereby agrees to indemnify, defend and hold
          Landlord, its agents, employees, lenders, shareholders, directors,
          representatives, successors and assigns harmless from and against any
          and all actions, causes of action, losses, damages, costs, claims,
          expenses, penalties, obligations or liabilities of any kind whatsoever
          (including but not limited to reasonable attorneys' fees) arising out
          of or relating to any Hazardous Materials employed, used, transported
          across, or otherwise brought upon the Premises by Tenant (or invitees,
          or persons or entities under the control of Tenant) in connection with
          or with respect to the Premises. Notwithstanding any of the provisions
          of this Lease, the indemnity obligation of Tenant pursuant to this
          Section 8.f. shall survive the termination of this Lease and shall
          relate solely to any occurrence as described in this Section 8.
          occurring in connection with this Lease. Landlord hereby agrees to
          indemnify, defend and hold Tenant harmless from and against any and
          all actions, causes of action, losses, damages, costs, claims,
          expenses, penalties, obligations or liabilities of any kind whatsoever
          (including reasonable attorneys' fees) arising out of or relating to
          Hazardous Materials that (i) are now located in, on, under, about or
          emanating to or from the Premises or the Project as of the date of
          this Lease, or (ii) have been or will be employed, used, transported
          to the Project, for which the Premises are a part thereof, by
          Landlord, its agents, employees or contractors. For purposes of this
          Lease the term "HAZARDOUS MATERIALS" shall


                                      -9-
<PAGE>

          mean any hazardous, toxic or dangerous waste, substance or material,
          pollutant or contaminant, as defined for purposes of the Comprehensive
          Environmental Response, Compensation and Liability Act of 1980 (42
          U.S.C. Sections 9601 et seq.), as amended, or the Resource
          Conservation and Recovery Act (42 U.S.C. Sections 6901 et seq.), as
          amended, or any other federal, state, or local law, ordinance, rule or
          regulation applicable to the Premises, or any substance which is
          toxic, explosive, corrosive, flammable, infectious, radioactive,
          carcinogenic, mutagenic, or otherwise hazardous, or any substance
          which contains gasoline, diesel fuel or other petroleum hydrocarbons,
          polychlorinated biphenyls (PCB's), or radon gas, urea formaldehyde,
          asbestos or lead. Except as otherwise disclosed in those certain
          environmental reports identified as: (1) Preliminary Environmental
          Assessment prepared by Dames & Moore, issued on November 27, 1989; (2)
          Phase I Report prepared by Certified Engineering & Testing Company,
          issued on September 15, 1993; and (3) Inspection Report prepared by
          Wagner, Hohns, Inglis, Inc., issued on September 27, 1993, each of
          which has been previously provided to Tenant, Landlord hereby
          represents to Tenant that, to its current, actual knowledge, no
          Hazardous Materials (except routine office and janitorial supplies in
          usual and customary quantities) presently exists as of the Date of
          Lease on or under the Project. For purposes of this Lease, current
          actual knowledge shall mean the actual present knowledge of Thomas A.
          Numainville as of the Date of Lease, without investigation or inquiry
          of any kind.

9.   SIGNAGE.

     a.   GENERAL. All signage shall meet the criteria described on EXHIBIT F
          attached to this Lease, or otherwise comply with Landlord's standard
          sign criteria and with rules and regulations set forth by Landlord
          as may be reasonably modified from time to time. Landlord shall
          provide building standard tenant identification adjacent to the suite
          entrance. Landlord shall have the right to review and approve all
          Tenant signage. Tenant shall place no window covering (e.g., shades,
          blinds, curtains, drapes, screens, or tinting materials), stickers,
          signs, lettering, banners or advertising or display material on or
          near exterior or common corridor windows or doors if such materials
          are visible from the exterior of the Premises or from the common
          corridor, without Landlord's prior written consent, which consent
          shall not be unreasonably withheld or delayed. Similarly, Tenant may
          not install any alarm boxes, foil protection tape or other security
          equipment on the Premises without Landlord's prior written consent,
          which shall not be unreasonably withheld, conditioned or delayed. Any
          material violating this provision may be destroyed by Landlord without
          compensation to Tenant.

     b.   DIRECTORY BOARD LISTINGS. To the extent there is a central directory
          board(s) in the building, then, during the Term, at Tenant's sole cost
          and expense (except for Tenant's initial listing strip which shall be
          provided at Landlord's sole cost and expense), Tenant shall be
          entitled to a proportionate amount of listing strips on the directory
          board in the lobby of the building, for the purposes of identifying
          Tenant and its employees, as well as any of Tenant's sublessees and/or
          assignees and their employees. Any changes made by Tenant during the
          Term to the directory board listings to reflect additions and/or
          deletions, including for any of Tenant's sublessees and/or assignees
          and their employees, shall be performed by Landlord, at Tenant's
          request and expense.

     c.   IDENTITY. As long as Tenant is paying rent for over 80,000 RSF in the
          building located in the Project, and has not otherwise sublet,
          assigned or transferred its interest in more than 40,000 RSF in the
          aggregate in accordance with the terms of this Lease, the name of the
          building shall be exclusive to Tenant and shall be referred to as
          EarthLink Centre (currently Pasadena Technology Center).

     d.   EXTERIOR SIGNAGE. During the Term, Tenant, at Tenant's sole and cost
          and expense, shall have the exclusive right to place its name and/or
          logo on two (2) sides of the building [as selected by Tenant], said
          location to be subject to Landlord's reasonable approval. Existing
          grade-level monuments adjacent to the building's entrance on Sierra
          Madre Villa Boulevard shall be modified at Tenant's expense to include
          EarthLink's identity to be displayed on the top slot. The design,
          size, lettering, materials, lighting and colors of all such signage
          shall be as described on EXHIBIT F attached to this Lease, and subject
          to all sign ordinances in the City of Pasadena and Landlord's
          reasonable approval. Upon the expiration or termination of the Lease,
          Tenant, at Tenant's sole cost and expense, shall remove all such
          exterior signage and repair and repaint to match the exterior of the
          building.


                                      -10-
<PAGE>

     e.   INTERIOR SIGNAGE. Tenant shall be permitted to install appropriate
          signage on the walls of its lobbies and on entrance doors to space
          under lease by Tenant. All such signage shall be at Tenant's sole cost
          and expense, including the costs of installation and subject to
          Landlord's reasonable approval. Upon the expiration or termination of
          the Lease, Tenant, at Tenant's sole cost and expense, shall remove all
          such interior signage and repair and repaint to match the surrounding
          area.

10.  PERSONAL PROPERTY TAXES. Tenant shall pay at least ten (10) days prior to
     delinquency all taxes assessed against and levied upon Tenant owned
     leasehold improvements, trade fixtures, furnishings, equipment and all
     personal property of Tenant contained in the Premises or elsewhere. When
     possible, Tenant shall cause its leasehold improvements, trade fixtures,
     furnishings, equipment and all other personal property to be assessed and
     billed separately from the real property of Landlord. If any of Tenant's
     said personal property shall be assessed with Landlord's real property,
     Tenant shall pay Landlord the taxes attributable to Tenant within ten (10)
     days after receipt of a written statement setting forth the taxes
     applicable to Tenant's property. Notwithstanding anything to the contrary
     contained herein, Tenant shall have the right to dispute such taxes if
     Tenant reasonably believes the same to be incorrect.

11.  VEHICLE PARKING. At no cost to Tenant for the initial Term, Landlord grants
     to Tenant and Tenant's customers, suppliers, employees and invitees, a
     nonexclusive license to use the number of parking spaces set forth in
     Section 1. to be located in the designated parking areas in the Project for
     the use of motor vehicles during the Term of this Lease. Landlord reserves
     the right at any time to grant similar non-exclusive use to other tenants,
     to promulgate rules and regulations relating to the use of such parking
     areas, including reasonable restrictions on parking by tenants and
     employees, to designate specific spaces for the use of any tenant, to make
     changes in the parking layout from time to time and to establish reasonable
     time limits on parking. Notwithstanding the above, during the Term,
     Landlord shall guarantee and make available to Tenant, 7 days a week, 24
     hours a day, 365 days a year, as requested from time to time by Tenant, up
     to 3.3 parking spaces, on an unassigned basis, in the surface parking areas
     for each 1,000 RSF contained within the Premises. Tenant shall have up to
     five of such parking spaces, at Tenant's option, located at the closest
     available location to the entry of the Premises (excluding only handicapped
     parking), in a location to be agreed upon by Landlord and Tenant. Such five
     (5) spaces shall be clearly designated for Tenant's sole use. There shall
     be no charge or assessments to Tenant, its employees, or visitors for the
     use of any such parking during the initial Term.

12.  SERVICES AND UTILITIES. Provided that the Tenant is not in default
     hereunder, Landlord, as part of Operating Expenses, agrees to furnish to
     the Premises during standard business hours (excluding the utilities
     required to operate same) and to maintain the heating, ventilating and air
     conditioning ("HVAC") systems during the term of the Lease to the Premises
     consistent with usage for call center and/or data center operations, Monday
     through Sunday, 24 hours a day, 7 days a week, 365 days a year. Landlord as
     part of Operating Expenses shall also maintain, clean and keep lighted the
     common stairs, common entries, and shall be responsible for the repair,
     replacement and/or maintenance of the base building plumbing, surface
     parking areas of the Project, common area loading dock, wiring (after
     installation and warranty period), roof, and restrooms and exterior windows
     in the Project. Landlord as part of Operating Expenses shall provide
     security personnel, equipment, procedures and systems as Landlord shall
     deem appropriate for buildings of comparable age, size, type and quality of
     construction in the Pasadena area (the "COMPARABLE BUILDINGS"), including
     with respect to the associated surface parking areas. Tenant at Tenant's
     sole cost shall have the right to supplement the security relative to its
     Premises and surveillance of parking lots. Except as otherwise set forth
     herein, Landlord shall not be in default hereunder or be liable for any
     damages directly or indirectly resulting from, nor shall the Rent be abated
     by reason of (i) the installation, use or interruption of use of any
     equipment in connection with the furnishing of any of the foregoing
     services, (ii) failure to furnish or delay in furnishing any such services
     where such failure or delay is caused by accident or any condition or event
     beyond the reasonable control of Landlord, or by the making of necessary
     repairs or improvements to the Premises or Project, or (iii) the
     limitation, curtailment or rationing of, or restrictions on, use of water,
     electricity, gas or any other form of energy serving the Premises or
     Project. Except as otherwise provided herein, Landlord shall not be liable
     under any circumstances for a loss of or injury to property or business,
     however occurring, through or in connection with or incidental to failure
     to furnish any such services. Notwithstanding the above, Landlord and
     Tenant agree that there are certain building services without which Tenant
     cannot occupy the Premises for the intended purposes under the Lease; such
     services are heating, ventilation, air conditioning, electrical service,
     elevator service, surface parking for three and 30/100 (3.3) cars per 1,000
     RSF contained within the Premises, and water and plumbing. Should Landlord
     fail to provide, during the Term, for any reason other than reason(s)
     beyond the control of


                                      -11-
<PAGE>

     Landlord any one or more of the aforementioned services for a continuous
     period of five (5) days following notice to Landlord of the problem, or
     more than twelve (12) days in any one calendar year, then Base Rental plus
     Tenant's pro-rata share of Operating Expenses and Taxes shall abate (in
     proportion to the degree to which occupancy of the Premises is unfeasible)
     until such service or services are restored. If Tenant uses heat generating
     machines or equipment in the Premises which affect the temperature
     otherwise maintained by the HVAC system, Landlord reserves the right to
     install supplementary air conditioning units in the Premises and the cost
     thereof, including cost of installation, operation and maintenance thereof,
     shall be paid by Tenant to Landlord upon demand by Landlord.

     Except as otherwise provided herein, Tenant shall not, without the written
     consent of Landlord, use any apparatus or device in the Premises, including
     without limitation, electronic data processing machines, punch card
     machines or machines using in excess of 120 volts, which consumes more
     electricity than is usually furnished or supplied for the use of Premises
     as general office space, as determined by Landlord. Tenant shall not
     connect any apparatus with electrical current except through existing
     electrical outlets in the Premises. Tenant shall not consume water or
     electrical current in excess of that usually furnished or supplied for the
     use of Premises as general office space (as determined by Landlord),
     without first procuring the written consent of Landlord, which Landlord may
     refuse, and in the event of consent, Landlord may have installed a water
     meter or electrical current meter in the Premises to measure the amount of
     water or electrical current consumed. The cost of any such meter and of its
     installation, maintenance and repair shall be paid for by the Tenant, and
     Tenant agrees to pay to Landlord promptly upon demand for all such water
     and electrical current consumed as shown by said meters, at the rates
     charged for such services by the local public utility plus any additional
     expense incurred in keeping account of the water and electrical current so
     consumed. If a separate meter is not installed, the excess cost for such
     water and electrical current shall be established by an estimate made by a
     utility company or electrical engineer hired by Landlord at Tenant's
     expense. Notwithstanding anything to the contrary contained herein, upon
     the prior written request of Tenant, Tenant may use additional electricity
     in excess of that usually furnished for use of the Premises as general
     office space, so long as Tenant's excess usage does not overburden the
     existing power supplied to the Project or otherwise adversely affect the
     use of other tenants in the Project; provided further, however that Tenant
     shall be responsible, at Tenant's sole cost and expense, for the
     installation of any additional transformers and/or distribution panels (or
     any upgrades to existing transformers and/or distribution panels) necessary
     to accommodate such additional electricity requirements.

     Landlord shall furnish elevator service, lighting replacement for building
     standard lights, restroom supplies, and window washing for the Premises and
     the Project in a manner that such services are customarily furnished to
     comparable office buildings in the area.

13.  REPAIRS AND MAINTENANCE.

     a.   LANDLORD'S OBLIGATION. Landlord and Tenant have reviewed the heating,
          ventilation and air conditioning equipment serving the Premises, and
          Landlord shall deliver the Premises to Tenant free of deferred
          maintenance on such equipment. Landlord shall maintain, in good order,
          condition and repair the Project and the Premises except to the extent
          that Tenant (or other tenants of the Project) are otherwise obligated
          for such maintenance.

     b.   TENANT'S OBLIGATIONS.

          1)   Tenant at Tenant's sole expense shall, except for services
               furnished by Landlord pursuant to Section 13.a. hereof, maintain
               the Premises in good order, condition and repair, including the
               interior surfaces of the ceilings, walls and floors, all doors,
               all interior windows, and building standard fixtures, building
               standard furnishings and special items and equipment installed by
               or at the expense of Tenant.

          2)   Except as otherwise set forth herein, Tenant shall be responsible
               for all repairs in and to the Premises and Project, the need for
               which arises out of (i) the installation, removal, use or
               operation of Tenant's property in the Premises, (ii) the moving
               of Tenant's property into or out of the Project, or (iii) the
               act, omission, misuse or negligence of Tenant, its agents,
               contractors, employees or invitees.

          3)   If Tenant fails to maintain the Premises in good order, condition
               and repair, Landlord shall give Tenant notice to do such acts as
               are reasonably required to so maintain the Premises. If Tenant
               fails to promptly commence such work and diligently prosecute it
               to completion, then Landlord shall have the right to do such acts
               and expend such funds at


                                      -12-
<PAGE>

               the expense of Tenant as are reasonably required to perform such
               work. Any amount so expended by Landlord shall be paid by Tenant
               promptly after demand with interest at the prime commercial rate
               then being charged by Wells Fargo Bank plus two percent (2%) per
               annum, from the date of such work, but not to exceed the maximum
               rate then allowed by law. Landlord shall have no liability to
               Tenant for any damage, inconvenience or interference with the use
               of the Premises by Tenant as a result of performing any such
               work; provided, however, in connection therewith, Landlord shall
               use reasonable efforts to minimize interference with Tenant's
               business operations in the Premises.

          4)   AS-IN CONDITION. The parties affirm that Landlord, its
               subsidiaries, officers, shareholders, directors, agents and/or
               employees have made no representations to Tenant respecting the
               condition of the Premises except as specifically stated herein.

          5)   AMERICANS WITH DISABILITIES ACT. Tenant acknowledges that as of
               the Commencement Date, the Premises may not comply with the
               Americans with Disabilities Act of 1990 ("ADA"), and that
               Landlord shall have no obligation with respect to any such
               failure of the Premises to so comply. Notwithstanding the
               foregoing, Landlord shall cause the Project (outside of the
               perimeters of the Premises as outlined on the rendering attached
               as EXHIBIT A and including all Common Areas within the Premises)
               to comply with the ADA as of the Commencement Date of this Lease
               at no cost and expense to Tenant unless such compliance is
               required as a result of a unique or special use of the Premises
               by Tenant in comparison with the typical use of similar space for
               office purposes in the vicinity of the building; provided,
               however, that in no event shall Tenant be required to pay for any
               changes to the restroom facilities for the Project as a result of
               the permitting and construction of the Tenant Improvements other
               than those restrooms existing within the Premises or any
               elevators or stairwells. Tenant shall, at its cost, at any time
               during the Term as required by any applicable governmental agency
               having jurisdiction over the Premises, make such modifications
               and alterations to the Premises as may be required after the Date
               of Lease in order to fully comply with the provisions of the ADA,
               as from time to time amended, and any and all regulations issued
               pursuant to or in connection with the ADA in such a manner as to
               satisfy the applicable governmental agency or agencies requiring
               remediation. Tenant shall at least thirty (30) days prior to the
               commencement of any construction in connection with satisfaction
               of the ADA, give written notice to Landlord of its intended
               commencement of construction together with sufficient details so
               as to reasonably disclose to Landlord the nature of the proposed
               construction, copies of any notices received by Tenant from
               applicable governmental agencies in connection with the ADA and
               such other documents or information as Landlord may reasonably
               request. In any event, notwithstanding anything to the contrary
               contained in this Lease, prior to the termination of the Term,
               Tenant shall, at its cost, make such modifications and
               alterations to the Premises as may be required to comply fully
               with the ADA as from time to time amended and any and all
               regulations issued thereunder; provided, however, that if Tenant
               is made aware that such modifications and alterations will be
               required to be constructed within the Premises during the last
               twenty-four (24) months of the term of this Lease, then Tenant's
               financial obligation with respect to such construction shall be
               limited ("ADA COST LIMITATION") to a maximum of $120,000, if
               twenty-four (24) months remain in the Term, $115,000 if
               twenty-three (23) months remain in the Term, and so forth
               thereafter, continuing to be calculated on a sliding scale,
               reduced monthly by $5,000, through the end of the Term of this
               Lease; provided, however, if the Term of this Lease is extended
               pursuant to Section 33 below or otherwise, then the ADA Cost
               Limitation shall be rescinded and any prior subsidy by Landlord
               with respect thereto shall be refunded by Tenant to Landlord
               within thirty (30) days of Tenant's exercise of such option to
               extend or the execution of such other agreement by Tenant to
               extend the Term of this Lease. By way of illustration, if twelve
               (12) months remain in the Term, such maximum financial obligation
               shall be $60,000. Landlord shall be responsible for the cost of
               the balance of such work. Tenant shall give the Landlord thirty
               (30) days prior written notice as described above in connection
               with any such construction. Any and all construction required to
               so comply with the ADA shall be completed by Tenant prior to the
               expiration of the Term.

     c.   COMPLIANCE WITH GOVERNMENTAL REGULATIONS. Except as otherwise provided
          herein, Tenant shall, at its own cost and expense, promptly and
          properly observe and comply with all present and future orders,
          regulations, directions, rules, laws, ordinances, and requirements of
          all


                                      -13-
<PAGE>

          governmental authorities (including but not limited to state,
          municipal, county and federal governments and their departments,
          bureaus, boards and officials) arising from the use or occupancy of,
          or applicable to, the Premises or privileges appurtenant to or in
          connection with the enjoyment of the Premises. Except as otherwise
          provided herein, Tenant shall also comply with all such rules, laws,
          ordinances and requirements at the time Tenant makes any alteration,
          addition or change to the Premises. To the extent necessary to perform
          its obligations under this Lease, including the obligations
          specifically referenced in Section 2.a. above, Landlord shall comply
          with all present and future orders, regulations, directions, rules,
          laws, ordinances, and requirements of all governmental authorities
          (including but not limited to state, municipal, county and federal
          governments and their departments, bureaus, boards and officials)
          arising from the use or occupancy of, or applicable to, the Project.

     d.   MISCELLANEOUS.

          1)   Landlord and Tenant shall each do all acts required to comply
               with all applicable laws, ordinances and rules of any public
               authority relating to their respective maintenance obligations as
               set forth herein.

          2)   To the extent that it is inconsistent with any provisions of this
               Lease, Tenant expressly waives the benefits of any statute now or
               hereafter in effect which would otherwise afford the Tenant the
               right to make repairs at Landlord's expense or to terminate this
               Lease because of Landlord's failure to keep the Premises in good
               order, condition and repair.

          3)   Tenant shall not place a load upon any floor of the Premises
               which exceeds the load per square foot which such floor was
               designed to carry, as reasonably determined by Landlord or
               Landlord's structural engineer. The cost of any such
               determination made by Landlord's structural engineer shall be
               paid for by Tenant upon demand. Tenant shall not install business
               machines or mechanical equipment which cause noise or vibration
               to such a degree as to be reasonably objectionable to Landlord or
               other Project tenants.

          4)   Except as otherwise expressly provided in this Lease, Landlord
               shall have no liability to Tenant nor shall Tenant's obligations
               under this Lease be reduced or abated in any manner whatsoever by
               reason of any inconvenience, annoyance, interruption or injury to
               business arising from Landlord making any repairs or changes
               which Landlord is required to make or is permitted to make by
               this Lease or by any tenant's lease or is required by law to make
               in or to any portion of the Project or the Premises. Landlord
               shall nevertheless use reasonable efforts to minimize any
               interference with Tenant's business in the Premises.

          5)   Tenant shall give Landlord prompt notice of any damage to or
               defective condition in any part or appurtenance of the Project's
               mechanical, electrical, plumbing, HVAC or other systems serving,
               located in or passing through the Premises.

          6)   Upon the expiration or early termination of this Lease, Tenant
               shall return the Premises to Landlord clean and in the same
               condition as on the date of completion of the initial tenant
               improvements to the Premises, except for normal wear and tear.
               Any damage to the Premises, including any structural damage,
               resulting from Tenant's use or from the removal of Tenant's
               fixtures, furnishings and equipment shall be repaired by Tenant
               prior to the end of the Term at Tenant's expense.

14.  ALTERATIONS. Tenant shall not make any alterations to the Premises,
     including any changes to the existing landscaping, without Landlord's prior
     written consent. Tenant may make non-structural alterations costing less
     than $50,000 per event without Landlord's consent. Regardless of whether
     Landlord's consent for alteration is required, Tenant must provide Landlord
     at least fifteen (15) business days prior to the commencement of any
     alteration with a complete description of each such alteration including
     any building permit drawing(s) and specifications. Landlord may post
     notices regarding non-responsibility in accordance with the laws of the
     state in which the Premises are located. All alterations made by Tenant,
     whether or not subject to the approval of Landlord, shall be performed by
     Tenant and its contractors in a first class workmanlike manner and permits
     and inspections shall be obtained from all required governmental entities.
     Any alterations made shall remain on and be surrendered with the Premises
     upon expiration or termination of this Lease, except that Landlord may, in
     connection with Tenant's request for Landlord's approval of any such
     alteration, elect to require Tenant to remove some or all of the
     alterations which Tenant may have made to the Premises ("REQUIRED
     REMOVABLES"). If Landlord so elects, Tenant shall at its own cost restore
     the Premises to the condition designated by


                                      -14-
<PAGE>

     Landlord in its election or pursuant to any prior approval, before the last
     day of the Term. Should Landlord consent in writing to Tenant's alteration
     of the Premises, Tenant shall contract with a contractor approved by
     Landlord for the construction of such alterations, shall secure all
     appropriate governmental approvals and permits, and shall complete such
     alterations with due diligence in compliance with plans and specifications
     approved by Landlord (if required). Tenant shall pay all costs for such
     construction and shall keep the Premises free and clear of all mechanics'
     liens which may result from construction by Tenant. Tenant's property shall
     include, without limitation, Tenant's furniture, furnishings, business
     machines and equipment, computer conduits, communications equipment and
     such other property as may be required in the conduct of Tenant's business.
     Tenant shall have the right, but not the obligation (except at the
     expiration or prior termination of the Term), to remove the same at any
     time, to finance the purchase thereof, to grant security interests therein
     and to otherwise encumber same.

15.  RELEASE AND INDEMNITY. As material consideration to Landlord, Tenant agrees
     that, except as otherwise provided herein, Landlord shall not be liable to
     Tenant for any damage to Tenant or Tenant's property from any cause, except
     for damages resulting from Landlord's gross negligence or willful
     misconduct or resulting from Landlord's ordinary negligence to the extent
     that (i) Landlord and/or its property manager for the Project has received
     prior notice specifically describing the activity or condition allegedly
     constituting ordinary negligence by Landlord, and Landlord thereafter
     continues to engage in such activity or otherwise fails to commence and
     diligently pursue to completion the cure of such activity or condition
     within a reasonable period of time, and (ii) the results of such ordinary
     negligence are not covered by insurance required to be carried by Landlord
     or Tenant under the terms of this Lease, and, except as otherwise provided
     herein, Tenant waives all claims against Landlord for damage to persons or
     property arising for any reason, except for damage resulting directly from
     Landlord's gross negligence or willful misconduct (or resulting from
     Landlord's ordinary negligence to the extent that (i) Landlord and/or its
     property manager for the Project has received prior notice specifically
     describing the activity or condition allegedly constituting ordinary
     negligence by Landlord, and Landlord thereafter continues to engage in such
     activity or otherwise fails to commence and diligently pursue to completion
     the cure of such activity or condition within a reasonable period of time,
     and (ii) the results of such ordinary negligence are not covered by
     insurance required to be carried by Landlord or Tenant under the terms of
     this Lease) or Landlord's breach of this Lease. Except to the extent
     otherwise provided herein, Tenant shall indemnify and hold Landlord, its
     subsidiaries, officers, shareholders, directors, agents and employees
     harmless from all damages including attorneys' fees and costs arising out
     of any damage to any person or property occurring in, on or about the
     Premises or Tenant's use of the Premises or Tenant's breach of any term of
     this Lease. Furthermore, Landlord shall indemnify, defend, and hold
     harmless Tenant and its affiliates from liability for any and all claims,
     liabilities and costs (including attorneys' fees and disbursements) arising
     from the gross negligence and willful misconduct of Landlord, its agents,
     employees, contractors, invitees and licensees or arising from Landlord's
     ordinary negligence to the extent that (i) Landlord and/or its property
     manager for the Project has received prior notice specifically describing
     the activity or condition allegedly constituting ordinary negligence by
     Landlord, and Landlord thereafter continues to engage in such activity or
     otherwise fails to commence and diligently pursue to completion the cure of
     such activity or condition within a reasonable period of time, and (ii) the
     results of such ordinary negligence are not covered by insurance required
     to be carried by Landlord or Tenant under the terms of this Lease. This
     indemnification is in addition to that indemnification by Landlord provided
     in Section 8.f. of this Lease.

16.  INSURANCE. Tenant, at its cost, shall maintain public liability and
     property damage insurance and products liability insurance with a single
     combined liability limit of at least $5,000,000, insuring against all
     liability of Tenant and its representatives, employees, invitees and agents
     arising out of or in connection with Tenant's use or occupancy of the
     Premises. Public liability insurance, products liability insurance and
     property damage insurance shall insure performance by Tenant of the
     indemnity provisions of Section 15. Landlord, Landlord's lender(s) and
     ground lessor, if any, shall be named as additional insureds on all
     required policies, and the policies shall contain cross liability
     endorsements. On all its personal property, at its cost, Tenant shall
     maintain a policy of standard fire and extended coverage insurance with
     boiler and machinery, vandalism and malicious mischief endorsements and
     "all risk" coverage on all of Tenant's improvements and alterations,
     including without limitation, all items of Tenant responsibility described
     in Section 13. in or about the Premises, to the extent of at least ninety
     percent (90%) of their full replacement value. The proceeds from any such
     policy shall be used by Tenant for the replacement of personal property and
     the restoration of Tenant's improvements or alterations. All insurance
     required to be provided by Tenant under this Lease shall release Landlord
     from any claims for damage to any person or the Premises and the Project,
     and to Tenant's fixtures, personal property, improvements and alterations
     in or on the Premises or the Project, caused by or resulting from risks
     insured against under any insurance policy carried by Tenant in force at
     the time of


                                      -15-
<PAGE>

     such damage. All insurance required to be provided by Tenant under this
     Lease: (a) shall be issued by insurance companies authorized to do business
     in the state in which the Premises are located with a financial rating of
     at least an A+X status as rated in the most recent edition of Best's
     Insurance Reports; (b) shall be issued as a primary policy; and (c) shall
     contain an endorsement requiring at least 30 days prior written notice of
     cancellation to Landlord, before cancellation or change in coverage, scope
     or amount of any policy. Tenant shall deliver a certificate or copy of such
     policy together with evidence of payment of all current premiums to
     Landlord within 30 days of execution of this Lease. Tenant's failure to
     provide evidence of such coverage to Landlord may, in Landlord's sole good
     faith discretion, constitute a default under this Lease. Notwithstanding
     anything to the contrary contained in this Lease, to the extent that this
     release and waiver does not invalidate or impair their respective insurance
     policies, the parties hereto release each other and their respective
     agents, employees, officers, directors, shareholders, successors, assignees
     and subtenants from all liability for injury to any person or damage to any
     property that is caused by or results from a risk which is actually insured
     against pursuant to the provisions of this Lease without regard to the
     negligence or willful misconduct of the parties so released. Each party
     shall use its best efforts to cause each insurance policy it obtains to
     provide that the insurer thereunder waives all right of recovery by way of
     subrogation as required herein in connection with any injury or damage
     covered by the policy. If such insurance policy cannot be obtained with
     such waiver of subrogation, or if such waiver of subrogation is only
     available at additional cost and the party for whose benefit the waiver is
     not obtained does not pay such additional costs after reasonable notice,
     then the party obtaining such insurance shall promptly notify the other
     party of the inability to obtain insurance coverage with the waiver of
     subrogation. During the Term, Landlord shall carry casualty and all-risk
     insurance for the full replacement value of the building on such terms as
     those contained in policies typically maintained by owners of the
     Comparable Buildings (and containing waivers of subrogation). At no cost to
     Tenant, Tenant and its designated affiliates shall be named as additional
     insureds on any and all policies of liability insurance obtained with
     respect to the building and Tenant's occupancy of the Premises, with the
     limits and deductibles of such policies to be reasonably determined by
     Landlord. Landlord shall obtain and maintain a commercially reasonable
     public liability insurance policy.

17.  DESTRUCTION. In the event the Premises and/or Project are damaged during
     the term of this Lease then Landlord's general contractor in charge of
     construction shall certify to Landlord and Tenant within thirty (30) days
     following Landlord's receipt of notification of such damage whether or not
     the Premises and Project can be restored within one hundred eighty (180)
     days following the occurrence of such destruction. If such certificate
     states that the Premises and Project cannot be restored within said one
     hundred eighty (180) day period, then either Landlord or Tenant may
     terminate this Lease by delivery of notice to the other party. If neither
     Landlord nor Tenant elects to terminate this Lease within ten (10) days
     following receipt of such certificate, or if such certificate states that
     the Premises and Project can be restored within one hundred eighty (180)
     days following the occurrence of such destruction, then Landlord shall
     promptly commence to restore the Premises in compliance with then existing
     laws and shall complete such restoration with due diligence; provided,
     however, Landlord shall not be required to restore alterations made by
     Tenant which were not approved by Landlord in accordance with the terms of
     this Lease or Tenant's trade fixtures and Tenant's personal property, such
     excluded items being the sole responsibility of Tenant to restore provided,
     however, that Landlord shall, to the extent of available insurance
     proceeds, restore tenant improvements to the Premises made by Tenant such
     as interior offices, lab and production improvements and other like
     improvements. If at any time during the course of the work of repair and
     restoration to the Premises and Project Tenant requests that the general
     contractor in charge of such work of construction certify to Tenant as to
     the date that such work of construction will be substantially completed and
     if such certificate states that the date of such substantial completion
     will extend beyond that date which is two hundred seventy (270) days
     following the date of such destruction (the "OUTSIDE DATE"), then Tenant
     shall have the right, within ten (10) days following receipt of such
     certificate, to either agree to extend the Outside Date to the date of
     substantial completion projected by the general contractor, or to notify
     Landlord that Tenant has elected to terminate this Lease. If Landlord,
     within ten (10) days following receipt of Tenant's notice of its election
     to terminate, agrees to accelerate through overtime or multiple shifts the
     date of substantial completion such that the general contractor certifies
     to Tenant that, given Landlord's commitment to overtime and/or multiple
     shifts, the substantial completion date will occur prior to the Outside
     Date, as such date may have been previously extended by Tenant either
     directly or through delays caused by Tenant, Tenant's notice of termination
     shall be automatically rescinded. Tenant shall have the right following
     such rescission to request update certificates from such general contractor
     and the procedure described above shall repeat. Tenant hereby waives the
     provisions of Civil Code Section 1932(2) and Civil Code Section 1933(4)
     with respect to any destruction of the Premises. In such event, this Lease
     shall remain in full force and effect, but there shall be an abatement of
     Rent between the date of destruction and the date of completion of
     restoration, based on the extent to which destruction interferes with
     Tenant's use of the Premises. If the date of the destruction


                                      -16-
<PAGE>

     described above occurs within the last eighteen months of the term of this
     Lease, and as a result of such destruction, Tenant is required in Tenant's
     reasonable business judgment to relocate, and, in fact, within thirty (30)
     days of such destruction Tenant physically causes, or is substantially
     under way with, such relocation, of either (a) substantially all of
     Tenant's switching equipment or substantially all of Tenant's other primary
     "heavy" equipment which constitutes a fundamental element of Tenant's
     business operations from the Premises to temporary premises in order to
     properly conduct its business or (b) substantially all elements of Tenant's
     operations in the Premises to temporary premises in order to properly
     conduct its business (provided, however, that alternative "(b)" shall only
     be available to Tenant if Landlord's contractor in charge of repair of such
     destruction certifies to the parties, after consultation with Tenant's
     contractor, that Tenant would be able, in such Landlord's contractor's
     judgment, to relocate substantially all elements of Tenant's operations to
     temporary premises and commence operations therein prior to the date by
     which such destruction could be repaired by Landlord's contractor), Tenant
     shall have the right to terminate this Lease as of the date of such
     destruction by delivery of written notice to Landlord within thirty (30)
     days following such date of destruction.

18.  CONDEMNATION.

     a.   DEFINITIONS. The following definitions shall apply: (1) "CONDEMNATION"
          means (a) the exercise of any governmental power of eminent domain,
          whether by legal proceedings or otherwise by condemnor, and (b) the
          voluntary sale or transfer by Landlord to any condemnor either under
          threat of condemnation or while legal proceedings for condemnation are
          proceeding; (2) "DATE OF TAKING" means the date the condemnor has
          right to possession of the property being condemned; (3) "AWARD" means
          all compensation, sums or anything of value awarded, paid or received
          on a total or partial condemnation; and (4) "CONDEMNOR" means any
          public or quasi-public authority, or private corporation or
          individual, having power of condemnation.

     b.   OBLIGATIONS TO BE GOVERNED BY LEASE. If during the Term of the Lease
          there is any taking of all or any part of the Premises or the Project,
          the rights and obligations of the parties shall be determined strictly
          pursuant to this Lease. Each party waives the provisions of Code of
          Civil Procedure Section 1265.130 allowing either party to petition the
          Superior Court to terminate this Lease in the event of a partial
          condemnation of the Premises to the extent such statute is
          inconsistent with the provisions of this Section 18.

     c.   TOTAL OR PARTIAL TAKING. If the Premises are totally taken by
          Condemnation, this Lease shall terminate on the Date of Taking. If any
          portion of the Premises is taken by Condemnation, this Lease shall
          remain in effect, except that Tenant can elect to terminate this Lease
          if in Tenant's reasonable judgment the remaining portion of the
          Premises is rendered unsuitable for Tenant's continued use of the
          Premises. If Tenant elects to terminate this Lease, Tenant must
          exercise its right to terminate by giving notice to Landlord within 30
          days after the nature and extent of the taking have been finally
          determined. If Tenant elects to terminate this Lease, Tenant shall
          also notify Landlord of the date of termination, which date shall not
          be earlier than 30 days nor later than 90 days after Tenant has
          notified Landlord of its election to terminate; except that this Lease
          shall terminate on the Date of Taking if the Date of Taking falls on a
          date before the date of termination as designated by Tenant. If any
          portion of the Premises is taken by Condemnation and this Lease
          remains in full force and effect, on the Date of Taking the Rent shall
          be reduced by an amount in the same ratio as the total number of
          square feet in the Premises taken bears to the total number of square
          feet in the Premises immediately before the Date of Taking. Any award
          for the taking of all or any part of the Premises under the power of
          eminent domain or any payment made under threat of the exercise of
          such power shall be the property of Landlord, whether such Award shall
          be made as compensation for diminution in value of the leasehold or
          for the taking of the fee, or as severance damages; provided, however,
          that Tenant shall be entitled to any compensation separately awarded
          to Tenant for Tenant's relocation expenses and/or loss of Tenant's
          trade fixtures.

19.  ASSIGNMENT OR SUBLEASE

     a.   Tenant shall not assign or encumber its interest in this Lease or the
          Premises or sublease all or any part of the Premises or allow any
          other person or entity (except Tenant's authorized representatives,
          employees, invitees or guests) to occupy or use all or any part of the
          Premises without first obtaining Landlord's consent, which consent
          shall not be unreasonably withheld. Any assignment, encumbrance or
          sublease without Landlord's prior written consent shall be voidable
          and at Landlord's election, shall constitute a default. If Tenant is a
          partnership, a


                                      -17-
<PAGE>

          withdrawal or change, voluntary, involuntary or by operation of law of
          any partner, or the dissolution of the partnership, shall be deemed a
          voluntary assignment. If Tenant consists of more than one person, a
          purported assignment, voluntary or involuntary or by operation of law
          from one person to the other shall be deemed a voluntary assignment.
          Subject to the last sentence of this Section 19.a, if Tenant is a
          corporation, any dissolution, merger, consolidation or other
          reorganization of Tenant, or sale or other transfer of a controlling
          percentage of the capital stock of Tenant, or the sale of at least
          fifty percent (50%) of the value of the assets of Tenant shall be
          deemed a voluntary assignment. Notwithstanding the sentence
          immediately above, if the Tenant is a corporation, the Tenant shall be
          entitled to assign this Lease without Landlord's prior written consent
          to: (i) a successor corporation related to Tenant by merger,
          consolidation or non-bankruptcy reorganization, provided that the
          surviving corporation in connection with any such assignment shall
          have a minimum net worth as of the date of the assignment at least
          equal to that of Tenant immediately prior to completion of the subject
          merger, consolidation or reorganization, or (ii) a purchaser of
          substantially all of Tenant's assets, provided that immediately
          following such purchase, such purchaser shall have a net worth at
          least equal to that of Tenant immediately prior to the completion of
          the subject purchase (a transferee described in (i) or (ii) shall be
          referred to as a "PERMITTED TRANSFEREE"). Notwithstanding the
          foregoing, in the event that any assignment as described in the
          sentence immediately above results in the transferee having a net
          worth below the minimum requirements specified in (i) and (ii) above,
          respectively, Tenant shall not be required to obtain the prior written
          consent of Landlord to such transfer to a Permitted Transferee;
          provided that (a) Tenant shall provide written notice to Landlord of
          such transfer within thirty (30) days after the effective date of the
          transfer, and in connection with such transfer shall provide to
          Landlord copies of any documents or other information as Landlord may
          reasonably request; (b) for a period of sixty (60) days after the
          effective date of such transfer, Landlord and Tenant shall confer in
          good faith to attempt to agree on terms and conditions, including
          without limitation, modifications of the Lease and/or the requirement
          of an increase in the Security Deposit to the extent that such
          increase should be commercially reasonable in Landlord's discretion
          given the financial condition of Tenant and the assignee following
          such event; and (c) if for any reason, Landlord and Tenant do not
          agree upon such terms and conditions within such sixty (60) day
          period, such transfer to a Permitted Transferee shall constitute an
          uncurable event of default under this Lease. Unless otherwise
          expressly agreed in writing by Landlord, no assignment shall relieve
          Tenant of any of its obligations pursuant to this Lease. All Rent
          received by Tenant from its subtenants in excess of the Rent payable
          by Tenant to Landlord under this Lease applicable to the portion of
          the Premises subleased, after deducting therefrom the commercially
          reasonable brokerage commissions, moving allowance to subtenants,
          tenant improvements made at the request of subtenants and attorneys'
          fees incurred by Tenant in negotiating and documenting the sublease
          and any other reasonable subleasing costs, shall be deemed "BONUS
          RENT" and fifty percent (50%) of the Bonus Rent shall be promptly paid
          to Landlord, or, as the case may be, fifty percent (50%) of all sums
          (determined in the same manner as Bonus Rent) to be paid by an
          assignee to Tenant in consideration of the assignment of this Lease
          shall be promptly paid to Landlord. There shall be no deemed Bonus
          Rent in the case of a sublease or assignment to a Permitted
          Transferee. If Tenant requests Landlord to consent to a proposed
          assignment or subletting, Tenant shall pay to Landlord, whether or not
          consent is ultimately given, an amount equal to Landlord's reasonable
          attorneys' fees and costs incurred in connection with such request up
          to a maximum amount of $2,000.00 per request. Each request for consent
          to an assignment or subletting shall be in writing, and shall be
          accompanied by information as may be relevant to Landlord's
          determination as to the financial and operational responsibility and
          stability of the proposed assignee or sublessee and the
          appropriateness of the proposed use by such assignee or sublessee.
          Such information shall include a summary of the proposed use of, and
          any proposed modifications to, the Premises. Tenant shall provide
          Landlord with such other or additional information and/or
          documentation as may reasonably be requested by Landlord. Tenant
          shall, upon completion of any assignment or subletting of all or any
          portion of the Premises, immediately and irrevocably assign to
          Landlord as security for Tenant's obligations under the Lease, all
          Rent from any such subletting or assignment. Landlord, as assignee and
          attorney in fact for Tenant, shall have the right to collect all rent
          and other revenues collectable pursuant to any such sublet or
          assignment and apply such rent and other revenues towards Tenant's
          obligations under the Lease. Notwithstanding the foregoing provisions
          of this Section 19, transfers of shares of Tenant which trade in the
          over-the-counter market or any recognized national securities exchange
          shall not constitute an assignment for purposes of this Lease,
          provided that the principal purpose of such transfer or transfers is
          not to avoid the restrictions on assignment otherwise applicable under
          this Section 19.


                                      -18-
<PAGE>

     b.   No interest of Tenant in this Lease shall be assignable by involuntary
          assignment (as hereinafter defined) through operation of law
          (including without limitation the transfer of this Lease by testacy or
          intestacy). Each of the following acts shall be considered an
          involuntary assignment: (a) if Tenant is or becomes bankrupt or
          insolvent, makes an assignment for the benefit of creditors, or
          institutes proceedings under the Bankruptcy Act in which Tenant is the
          bankrupt; or if Tenant is a partnership or consists of more than one
          person or entity, if any partner of the partnership or other person or
          entity is or becomes bankrupt or insolvent, or makes an assignment for
          the benefit of creditors; or (b) if a writ of attachment or execution
          is levied on this Lease; or (c) if in any proceeding or action to
          which Tenant is a party, a receiver is appointed with authority to
          take possession of the Premises. An involuntary assignment shall
          constitute a default by Tenant and Landlord shall have the right to
          elect to terminate this Lease, in which case this Lease shall not be
          treated as an asset of Tenant.

20.  DEFAULT. The occurrence of any of the following shall constitute a default
     by Tenant: (a) a failure of Tenant to pay Rent within five (5) days
     following receipt by Tenant of written notice from Landlord that such rent
     was not paid on its due date; (b) abandonment pursuant to applicable law
     (California Civil Code Section 1951.3) or vacation of the Premises without
     providing security such that vandalism of the Premises will be minimized in
     Landlord's reasonable judgment and such that the cost of insurance will not
     be increased as a result of such vacation; or (c) failure to timely perform
     any other provision of this Lease which Tenant fails to cure within thirty
     (30) days after Tenant's receipt of written notice of default; provided
     that, if the default cannot reasonably be cured within thirty (30) days,
     Tenant shall not be in default of this Lease if Tenant commences to cure
     the default within the thirty (30) day period and diligently and in good
     faith proceeds to cure the default. Tenant shall give written notice to
     Landlord of any default by Landlord of its obligations pursuant to this
     Lease asserted by Tenant (with a copy of such notice to any lender
     ("LENDER") against the Premises). Landlord and Landlord's Lender shall be
     afforded a reasonable opportunity to cure any claimed default by Landlord
     and Landlord shall not be considered in default so long as Landlord (or
     Landlord's Lender) commences such cure within a reasonable period of time
     and thereafter, continues to attempt to complete such cure. Landlord, from
     time to time, shall provide Tenant with the name and address of its Lender.

21.  LANDLORD'S REMEDIES. Landlord shall have the following remedies if Tenant
     is in default. (These remedies are not exclusive; they are cumulative and
     in addition to any remedies now or later allowed by law):

     a.   Landlord may continue this Lease in full force and effect, and this
          Lease will continue in effect so long as Landlord does not terminate
          Tenant's right to possession, and Landlord shall have the right to
          collect Rent when due. During the period Tenant is in default,
          Landlord can enter the Premises and relet the Premises, or any part of
          the Premises, to third parties for Tenant's account. Tenant shall be
          liable immediately to Landlord for all costs Landlord incurs in
          reletting the Premises, including without limitation, brokers'
          commissions, expenses of remodeling the Premises required by the
          reletting, and like costs. Reletting can be for a period shorter or
          longer than the remaining Term of this Lease. Tenant shall pay to
          Landlord the Rent due under this Lease on the dates the Rent is due,
          less the Rent Landlord receives from any reletting. No act by Landlord
          allowed by this Section 2l.a. shall terminate this Lease unless
          Landlord notifies Tenant in writing that Landlord elects to terminate
          this Lease. After Tenant's default and for so long as Landlord does
          not terminate Tenant's right to possession of the Premises, if Tenant
          obtains Landlord's consent, Tenant shall have the right to assign or
          sublet its interest in this Lease, but Tenant shall not be released
          from liability. Landlord's consent to such a proposed assignment or
          subletting shall not be unreasonably withheld. If Landlord elects to
          relet the Premises as provided in this Section 2l.a., Rent that
          Landlord receives from reletting shall be applied to the payment of,
          first, any indebtedness from Tenant to Landlord other than Rent due
          from Tenant; second, all costs, including for maintenance incurred by
          Landlord in reletting; and third, Rent due and unpaid under this
          Lease. After deducting the payments referred to in this Section 21.a.,
          any sum remaining from the Rent Landlord receives from reletting shall
          be held by Landlord and applied in payment of future Rent as Rent
          becomes due under this Lease. In no event shall Tenant be entitled to
          any excess Rent received by Landlord. If, on the date Rent is due
          under this Lease, the Rent received from the reletting is less than
          the Rent due on that date, Tenant shall pay to Landlord, in addition
          to the remaining Rent due, all costs including for maintenance
          Landlord incurred in reletting that remain after applying the Rent
          received from the reletting as provided in this Section 2l.a.; and


                                      -19-
<PAGE>

     b.   Landlord may terminate Tenant's right to possession of the Premises at
          any time. No act by Landlord other than giving express written notice
          thereof to Tenant shall terminate this Lease. Acts of maintenance,
          efforts to relet the Premises, or the appointment of a receiver on
          Landlord's initiative to protect Landlord's interest under this Lease
          shall not constitute a termination of Tenant's right to possession.
          Upon termination of Tenant's right to possession, Landlord has the
          right to recover from Tenant: (1) the Worth of the unpaid Rent that
          had been earned at the time of termination of Tenant's right to
          possession; (2) the Worth of the amount by which the unpaid Rent that
          would have been earned after the date of termination until the time of
          award exceeds the amount of the loss of Rent that Tenant proves could
          have been reasonably avoided; (3) subject to Section 1951.2(c) of the
          California Code the Worth of the amount of the unpaid Rent that would
          have been earned after the award throughout the remaining Term of the
          Lease to the extent such unpaid Rent exceeds the amount of the loss of
          Rent that Tenant proves could have been reasonably avoided; and (4)
          any other amount, including but not limited to, expenses incurred to
          relet the Premises, court costs, attorneys' fees and collection costs
          necessary to compensate Landlord for all detriment caused by Tenant's
          default. The "Worth", as used above in (1) and (2) in this Section
          2l.b. is to be computed by allowing interest at the lesser of 12
          percent per annum or the maximum legal interest rate permitted by law.
          The "Worth", as used above in (3) in this Section 21.b. is to be
          computed by discounting the amount at the discount rate of the Federal
          Reserve Bank of San Francisco at the time of the award, plus one
          percent (1 %).

22.  ENTRY OF PREMISES. Landlord and/or its authorized representatives shall
     have the right after reasonable notice except for emergencies to enter the
     Premises at all reasonable times for any of the following purposes: (a) to
     determine whether the Premises are in good condition and whether Tenant is
     complying with its obligations under this Lease; (b) to do any necessary
     maintenance and to make any restoration to the Premises or the Project that
     Landlord has the right or obligation to perform; (c) to post "for sale"
     signs at any time during the term, to post "for rent" or "for lease" signs
     during the last one hundred eighty (180) days of the Term or during any
     period while Tenant is in default; (d) to show the Premises to prospective
     brokers, agents, lenders, buyers, tenants or persons interested in leasing
     or purchasing the Premises, at any time during the Term; or (e) to repair,
     maintain or improve the Project and to erect scaffolding and protective
     barricades outside the Premises but not so as to prevent entry to the
     Premises and to do any other act or thing necessary for the safety or
     preservation of the Premises or the Project. Except as otherwise provided
     herein, Landlord shall not be liable in any manner for any inconvenience,
     disturbance, loss of business, nuisance or other damage arising out of
     Landlord's entry onto the Premises as provided in this Section 22. Tenant
     shall not be entitled to an abatement or reduction of Rent if Landlord
     exercises any rights reserved in this Section 22. Landlord shall conduct
     its activities on the Premises as provided herein in a commercially
     reasonable manner that will lessen the inconvenience, annoyance or
     disturbance to Tenant. For each of these purposes, Landlord shall at all
     times have and retain a key with which to unlock all the doors in, upon and
     about the Premises, excluding Tenant's vaults, computer data rooms and
     safes. Tenant shall not alter any lock or install a new or additional lock
     or bolt on any door of the Premises without prior written consent of
     Landlord. If Landlord gives its consent, Tenant shall promptly furnish
     Landlord with a key for any such lock or bolt.

23.  SUBORDINATION.

     a.   AUTOMATIC SUBORDINATION. Without the necessity of any additional
          document being executed by Tenant for the purpose of effecting a
          subordination, and at the election of Landlord or Landlord's Lender,
          this Lease shall be subject and subordinate at all times to (i) all
          ground leases or underlying leases which may now exist or hereafter be
          executed affecting the Premises, (ii) the lien of any mortgage or deed
          of trust which may now exist or hereafter be executed affecting the
          Premises, and (iii) the lien of any mortgage or deed of trust which
          may hereafter be executed in any amount for which the Premises, ground
          leases or underlying leases, or Landlord's interest or estate in any
          of said items is specified as security. In the event that 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
          (including without limitation to Lender) to Landlord ("SUCCESSOR") and
          in connection therewith, Tenant shall execute an attornment agreement.
          In connection with any such termination of a ground lease or
          underlying lease or any foreclosure or conveyance in lieu of
          foreclosure made in connection with any mortgage or deed of trust,
          then so long as Tenant is not in default after all applicable notice
          and cure periods pursuant to this Lease, Tenant shall not be disturbed
          in its possession of the Premises or in the enjoyment of its rights
          pursuant to this Lease during the Term of this Lease or


                                      -20-
<PAGE>

          any extension or renewal thereof. Notwithstanding any subordination of
          this Lease to the lien of any mortgage or deed of trust, the Lender,
          at any time, shall be entitled to subordinate the lien of its mortgage
          or deed of trust to this Lease by filing a notice of subordination in
          the County in which the Premises are located, and Lender shall agree
          in connection with any such filing, that Tenant shall not be disturbed
          in its possession of the Premises so long as Tenant is not in default
          beyond all applicable notice and cure periods pursuant to this Lease.
          In connection with any such filing, Tenant shall be obligated to
          attorn to and to become a Tenant of any Successor.

     b.   ADDITIONAL SUBORDINATION. From time to time at the request of
          Landlord, Tenant covenants and agrees to execute and deliver within
          ten (10) days following the date of written request from Landlord,
          documents evidencing the priority or subordination of this Lease with
          respect to any ground lease or underlying lease or the lien of any
          mortgage or deed of trust in connection with the Premises. Any and all
          such documents shall be in such form as is reasonably acceptable to
          the Lender(s). Any subordination agreement so requested by Landlord
          shall provide for Tenant to attorn to the Successor and shall further
          provide that Tenant shall not be disturbed in its possession of the
          Premises or in the enjoyment of its rights pursuant to this Lease so
          long as Tenant is not in default after all applicable notice and cure
          periods with respect to its obligations pursuant to the Lease. Any
          such Subordination, Non-disturbance and Attornment Agreement shall be
          recorded in the official records of the office of the County Recorder
          in the County in which the Premises is located. Upon full execution of
          this Lease, Landlord shall make a commercially reasonable effort to
          secure and deliver to Tenant a non disturbance agreement from
          Landlord's Lender according to the terms of this Section 23.b.

     c.   NOTICE FROM LENDER. Tenant shall be entitled to rely upon any notice
          given by a Lender in connection with the Premises requesting that
          Tenant make all future Rent payments to such Lender, and Tenant shall
          not be liable to Landlord for any payment made to such Lender in
          accordance with such notice. Notwithstanding any provision to the
          contrary of this Lease, a Successor shall not be (i) obligated to
          recognize the payment of Rent for a period of more than one month in
          advance; (ii) responsible for liabilities accrued pursuant to this
          Lease prior to the date ("SUCCESSION DATE" ) upon which the Successor
          becomes the "Landlord" hereunder; (iii) responsible to cure defaults
          of the Landlord pursuant to this Lease existing as of the Succession
          Date, except for defaults of a continuing nature of which Successor
          received notice (as provided in Paragraph 20) and in respect of which
          Tenant afforded Successor a reasonable cure period following such
          notice; (iv) responsible for any Security Deposit delivered by Tenant
          pursuant to this Lease not actually received by the Successor; or (v)
          bound by any execution, modification, termination or extension of this
          Lease or any grant of a purchase option or right of first negotiation
          or any other action taken by the Landlord pursuant to this Lease.

24.  ESTOPPEL CERTIFICATE/TENANT FINANCIAL STATEMENTS. Tenant, at any time and
     from time to time, upon not less than ten (10) business days written notice
     from Landlord, will execute, acknowledge and deliver to Landlord and, at
     Landlord's request, to any existing or prospective purchaser, ground lessor
     or mortgagee of any part of the Premises, a certificate of Tenant stating:
     (a) that Tenant has accepted the Premises (or, if Tenant has not done so,
     Tenant has not accepted the Premises and specifying the reasons therefor);
     (b) the Commencement and Expiration Dates of this Lease; (c) that this
     Lease is unmodified and in full force and effect (or, if there have been
     modifications, that same is in full force and effect as modified and
     stating the modifications); (d) whether or not to the best of Tenant's
     knowledge there are then existing any defenses against the enforcement of
     any of the obligations of Tenant under this Lease (and, if so, specifying
     same); (e) whether or not to the best of Tenant's knowledge there are then
     existing any defaults by Landlord in the performance of its obligations
     under this Lease (and, if so, specifying same); (f) the dates, if any, to
     which the Rent and other charges under this Lease have been paid; (g)
     whether or not there are Rent increases during the Lease Term and if so the
     amount of same; (h) whether or not the Lease contains any options or rights
     of first offer or first refusal; (i) the amount of any Security Deposit or
     other sums due Tenant; j) the current notice address for Tenant; and (k)
     any other information that may reasonably be required by any of such
     persons. It is intended that any such certificate of Tenant delivered
     pursuant to this Section 24. may be relied upon by Landlord and any
     existing or prospective purchaser, ground lessor or mortgagee of the
     Premises. Tenant agrees, at any time upon request by Landlord, to deliver
     to Landlord the current financial statements of Tenant with an opinion of a
     certified public accountant, if available, including a balance sheet and
     profit and loss statement for the most recent prior three years all
     prepared in accordance with generally accepted accounting principles
     consistently applied.


                                      -21-
<PAGE>

25.  WAIVER. No delay or omission in the exercise of any right or remedy by
     Landlord or Tenant shall impair such right or remedy or be construed as a
     waiver. No act or conduct of Landlord, including without limitation,
     acceptance of the keys to the Premises, shall constitute an acceptance of
     the surrender of the Premises by Tenant before the expiration of the Term.
     Only written notice from Landlord to Tenant shall constitute acceptance of
     the surrender of the Premises and accomplish termination of the Lease.
     Landlord's consent to or approval of any act by Tenant requiring Landlord's
     consent or approval shall not be deemed to waive or render unnecessary
     Landlord's consent to or approval of any subsequent act by Tenant. Any
     waiver by Landlord of any Default must be in writing and shall not be a
     waiver of any other Default concerning the same or any other provision of
     the Lease.

26.  SURRENDER OF PREMISES. Upon expiration of the Term, Tenant shall surrender
     to Landlord the Premises and all tenant improvements and alterations in the
     same condition as existed at the time of completion of the initial tenant
     improvements to the Premises, except for ordinary wear and tear and
     alterations which Tenant has the right or is obligated to remove under the
     provisions of Section 14. herein. Tenant shall remove all personal property
     including, without limitation, decorative improvements or fixtures and
     shall perform all restoration made necessary by the removal of any
     alterations or Tenant's personal property before the expiration of the
     Term. Landlord can elect to retain or dispose of in any manner Tenant's
     personal property not removed from the Premises by Tenant prior to the
     expiration of the Term. Tenant waives all claims against Landlord for any
     damage to Tenant resulting from Landlord's retention or disposition of
     Tenant's personal property. Tenant shall be liable to Landlord for
     Landlord's cost for storage, removal and disposal of Tenant's personal
     property.

27.  HOLDOVER. If Tenant with Landlord's consent remains in possession of the
     Premises after expiration of the Term or after the date in any notice given
     by Landlord to Tenant terminating this Lease, such possession by Tenant
     shall be deemed to be a month to month tenancy cancelable by either party
     on thirty (30) days written notice given at any time by either party and
     all provisions of this Lease, except those pertaining to Term, renewal
     options and Base Rent, shall apply and Tenant shall thereafter pay monthly
     Base Rent, computed on a per-month basis, for each month or part thereof
     (without reduction for any partial month) that Tenant remains in
     possession, in an amount equal to one hundred fifty percent (150%) of the
     Base Rent that was in effect for the last full calendar month immediately
     preceding expiration of the Term.

     If Tenant holds over after the expiration or earlier termination of the
     Term hereof, without the consent of Landlord, Tenant shall become a Tenant
     at sufferance only with a continuing obligation to pay Rent provided that,
     as liquidated damages (which shall be Landlord's sole damages) for such
     holding over, the Base Rent shall be one hundred fifty percent (150%) of
     the Base Rent that was in effect for the last full calendar month
     immediately preceding expiration of the Term for the first thirty (30) days
     of such holdover, and two hundred percent (200%) of such Base Rent
     thereafter during the pendency of such holdover. Acceptance by Landlord of
     Rent after expiration or earlier termination of the Term shall not
     constitute a consent to a holdover hereunder or result in a renewal. The
     foregoing provisions of this Section 27 are in addition to and do not
     affect Landlord's right of re-entry or any rights of Landlord hereunder or
     as otherwise provided by law except for Landlord's damages which are
     liquidated at the amounts set forth above. No provision of this Section 27
     shall be construed as implied consent by Landlord to any holding over by
     Tenant. Landlord expressly reserves the right to require Tenant to
     surrender possession of the Premises to Landlord as provided in this Lease
     upon expiration or other termination of this Lease.

28.  NOTICES. All notices, demands, or other communications required or
     contemplated under this Lease, including any notice delivered to Tenant by
     the Lender, shall be in writing and shall be deemed to have been duly given
     48 hours from the time of mailing if mailed by registered or certified
     mail, return receipt requested, postage prepaid, or 24 hours from the time
     of shipping by overnight carrier, or the actual time of delivery if
     delivered by personal service to the parties at the addresses specified in
     Section 1. Either Tenant or Landlord may change the address to which
     notices are to be given to such party hereunder by giving written notice of
     such change of address to the other in accordance with the notice
     provisions hereof.

29.  TENANT IMPROVEMENTS. Except as otherwise provided herein, Landlord shall
     deliver the Premises to Tenant in its "as is" condition, excluding latent
     defects, which Landlord shall promptly repair upon receipt of written
     notice from Tenant, the cost of which repair shall not be passed through to
     Tenant as an Operating Expense or otherwise, and in a vacuumed and broom
     clean condition with all of the prior tenant's personal property removed.
     If by October 15, 2000 Tenant retains an environmental consultant to test
     the Premises for the existence of asbestos or lead-based paint, and if such


                                      -22-
<PAGE>

     environmental consultant issues a report stating that (1) asbestos or
     lead-based paint has been found to exist within the Premises, and (2) such
     asbestos or lead-based paint needs to be encapsulated, removed, repaired,
     or otherwise abated in order to allow Tenant to use, occupy and renovate,
     at Tenant's sole discretion, the Premises in compliance with applicable
     law, then Landlord shall have thirty (30) days of receipt of such report to
     retain an independent environmental consultant to confirm the results set
     forth in such report. If Landlord's consultant agrees with the findings in
     the report, Landlord shall reimburse Tenant for certain costs incurred
     thereafter to encapsulate, remove, repair or abate such asbestos or
     lead-based paint in order to cause the Premises to be in compliance with
     law; provided, however, Landlord's reimbursement obligation shall be
     limited to the most cost effective method of remediating such asbestos or
     lead-based paint, as determined by Landlord's consultant, after
     consultation with Tenant's consultant; provided, further, however, that if
     the lead-based paint may be "painted over" rather than removed under
     applicable law, and provided the Tenant intends to paint the affected
     portion of the Premises, then Tenant shall undertake such painting at
     Tenant's sole cost and expense. Landlord hereby grants Tenant a one-time
     Construction Allowance of $3,133,700 ("LANDLORD'S CONSTRUCTION ALLOWANCE")
     for the cost of tenant improvements to be installed by Tenant, including
     demising walls, lighting, electrical systems, wall covering, floor
     covering, telephone and cabling installation costs, the cost of any
     required demolition, and costs of facilities for computer rooms, lunchrooms
     (including kitchens in support thereof), training rooms, telephone
     equipment rooms, fiber optics, and high-ceiling areas. Tenant shall submit
     its plans for such tenant improvements for Landlord's written approval (the
     "APPROVED WORK") prior to Tenant's commencement of construction of the
     Approved Work, and Landlord shall respond within five (5) business days of
     the date Tenant provides Landlord any specific set of complete preliminary
     or complete final plans required for Landlord's approval. Tenant, at its
     sole cost and expense, shall be responsible for the filing of such plans,
     construction and engineering drawings and specifications, and the securing
     of all permits and licenses required therefore, including all fees and
     related costs. All work performed by Tenant shall be performed in strict
     compliance with the plans submitted for the Approved Work and no
     modification shall be made in such plans without the prior written approval
     of Landlord. Landlord shall pay Tenant's outside vendors or contractors for
     materials and services constituting the Approved Work, up to the maximum
     Landlord's Construction Allowance set forth in this Section 29., within
     thirty (30) days following Landlord's receipt of Tenant's submittal to
     Landlord of approved invoices and conditional lien releases for payment.
     Subject to the total amount available within Landlord's Construction
     Allowance, Tenant shall also be reimbursed from Landlord's Construction
     Allowance for the reasonable cost of all preliminary and final plans and
     specifications and all permits relating to the installation of the Approved
     Work. All of the work to be done by Tenant under this Section 29. shall be
     done in accordance with the provisions of Section 14. hereof, and Tenant
     shall be required to follow Landlord's reasonable rules and regulations
     relating to contractors working in the Project. Landlord shall have the
     right to reasonably approve all of Tenant's proposed contractors and
     subcontractors related to the installation of the Approved Work. Tenant's
     contractors and vendors shall comply with the building's Rules and
     Regulations for Construction Work attached as Exhibit D. Landlord shall not
     charge an administrative fee relating to the installation of the Approved
     Work unless and to the extent that Landlord incurs actual third party cost
     for the review or approval of said plans. Tenant shall have the right to
     incorporate special improvements into the building and the Premises,
     including, but not limited to, separate, self-contained air conditioning
     systems (including rooftop equipment for same), backup generators and
     switching, telecommunication and electrical power redundancy, and other
     special facilities incidental to Tenant's operations, provided same shall
     be compatible with Landlord's base building systems, and subject to
     Landlord's consent, which consent shall not be unreasonably withheld,
     conditioned or delayed. Such special improvements, to the extent that same
     are for Tenant's sole use, shall be furnished and installed at Tenant's
     sole cost and expense. Tenant as part of the Approved Work is responsible
     for modifying the building electrical system to deliver electrical service
     to the Premises as designed by Tenant's architects, engineers and
     contractors. Once installed, Landlord will maintain the electrical system
     delivering power to the Premises as an Operating Expense of the building.
     The cost of said electricity consumption in the Premises (but not in the
     Common Areas of the building) shall be Tenant's sole cost and expense with
     no overhead or supervision included.

30.  COMMENCEMENT DATE. The Term of the Lease shall commence in sections on the
     earliest to occur of commencement of occupancy of each Section of the
     Premises by Tenant's personnel or the Delivery Date specified for each
     Section in Section 32.

31.  EARLY POSSESSION. Notwithstanding the provisions of Section 3. hereof,
     prior to the Commencement Date, Tenant shall have the right to enter the
     Premises after full execution and delivery


                                      -23-
<PAGE>

     of this Lease, delivery to Landlord of payment of the Security Deposit and
     Prepaid Base Rent, and delivery to Landlord of a certificate of insurance
     in form and content reasonably satisfactory to Landlord, so that Tenant can
     install the Approved Work pursuant to Section 29. above (the "CONSTRUCTION
     PERIOD"). During the Construction Period, Tenant may also install its
     fixtures, equipment and other personal property in the Premises. All of the
     terms and conditions of the Lease, except for Tenant's obligations to pay
     Rent, shall be in effect during the Construction Period provided, such
     right of prior access shall also include access to and use of the delivery
     area and surface parking, and elevator as well as access to and use of
     appropriate electrical and other systems and related facilities, provided
     such entry and work shall be in harmony with Landlord's contractors and
     their subcontractors, and shall not unreasonably interfere with or delay
     completion of any work to be performed by Landlord in the Premises or
     elsewhere in the building or with other tenant's quiet enjoyment of their
     premises. During normal business hours there shall be no charge to Tenant,
     its vendors, or its contractors or their subcontractors for parking, HVAC,
     security, insurance (except as relates to work which Tenant and/or its
     contractors or their subcontractors may undertake in the Premises,
     including general liability coverage) and/or taxes during the Construction
     Period, or for the use of the loading/delivery area, elevators, or the
     personnel required for the operation thereof, during the Construction
     Period or otherwise prior to the Commencement Date of the Lease for the
     Premises or any additional space leased by Tenant in the building during
     the Term, as applicable.

32.  INITIAL BASE RENT AND DELIVERY OF PREMISES. The Premises shall consist of
     125,348 RSF (Section 1.e.) which shall be delivered to Tenant according to
     the following schedule:
<TABLE>
<CAPTION>

  SECTION          DELIVERY DATE         RSF DELIVERED   CUMULATIVE RSF
  -------          -------------         -------------   --------------

<S>          <C>                             <C>              <C>
     A           Commencement Date           50,000           50,000
            (Estimated to be 11/15/99)
     B                2/15/00                25,000           75,000
     C                5/15/00                25,000          100,000
     D                8/15/00                25,348          125,348

</TABLE>

     Tenant may accelerate this delivery time schedule and/or increase the RSF
     delivered by giving Landlord 10 days advance written notice. Tenant may not
     delay or reduce the RSF for any delivered date.

     Base Rent shall for the period from the Commencement Date through 5/14/02
     shall be as given below. After 5/14/02 Base Rent shall step increase
     according to Section 1.k.
<TABLE>
<CAPTION>

           PERIODS (INCLUSIVE)            MONTHLY BASE RENT
           -------------------            -----------------
<S>                                       <C>
Commencement date to 2/14/00              $    80,000.00
2/15/00 to 5/14/00                            120,000.00
5/15/00 to 8/14/00                            160,000.00
8/15/00 to 5/14/02                            200,556.80

</TABLE>

     Should Tenant decide to accelerate the delivery schedule or increase the
     RSF taken down, the Base Rent Schedule above shall be adjusted using the
     rate of $1.60 per RSF per month.

     Notwithstanding the above rent schedule, no Base Rent shall be due through
     March 14, 2000 on any space taken through March 14, 2000.

33.  OPTION(S) TO EXTEND.

     a.   GRANT OF OPTION(S). Tenant shall have the right, at its option, to
          extend the Lease for two (2) period(s) of five (5) years each
          ("EXTENDED TERM(S)") on an "as is" basis commencing at the expiration
          of the previous Term, provided that at the time of exercise and at the
          time of commencement of each Extended Term, Tenant is not in default
          beyond any applicable cure period under this Lease. Upon commencement
          of each renewal option term, Landlord shall extend to Tenant a
          refurbishment allowance in the amount of five dollars ($5.00) per
          rentable square foot, which allowance shall be reflected in the
          determination of the Fair Market Rental Value.


                                      -24-
<PAGE>

     b.   EXERCISE OF OPTION(S). If Tenant decides to extend the Lease for an
          Extended Term, Tenant shall give written notice to Landlord of its
          election to extend not less than twelve (12) months prior to the
          expiration of the previous Term. Tenant's failure to give timely
          notice to Landlord of Tenant's election to extend shall be deemed a
          waiver of Tenant's right to extend. The terms and conditions
          applicable to each Extended Term shall be the same terms and
          conditions contained in this Lease except that Tenant shall not be
          entitled to any further option to extend beyond the second Extended
          Term. The Base Rent for each Extended Term shall be as determined in
          accordance with Section 33.c.

     c.   DETERMINATION OF BASE RENT DURING THE EXTENDED TERM(S).

          1)   AGREEMENT ON INITIAL BASE RENT. Upon written request from Tenant
               within eighteen (18) months prior to the expiration of the
               previous Term, Landlord shall advise Tenant of Landlord's
               non-binding expectation of the general level of such Fair Market
               Rental Value. Further, upon written request from Tenant within
               fourteen (14) months prior to the expiration of the previous
               Term, Landlord shall deliver to Tenant Landlord's good faith
               estimate of the Fair Market Rental Value of the Premises.
               Landlord and Tenant shall have thirty (30) days after Landlord
               provides to Tenant Landlord's good faith estimate in order to
               reach agreement as to the Fair Market Value for the Premises. If
               agreement is not reached by that date which is thirteen months
               prior to the expiration of the previous Term, then upon written
               request from Tenant, Landlord shall deliver to Tenant Landlord's
               "binding estimate" of the Fair Market Rental Value for the
               Premises, which request from Tenant shall be accompanied by
               Tenant's "binding estimate" as to the Fair Market Rental Value
               for the Premises. As used above, "binding estimate" shall mean
               the estimate which if accepted by the other party shall become
               the Fair Market Rental Value for the applicable Extended Term,
               and if not so accepted shall be the estimate submitted to the
               arbitrator pursuant to Section 33.c.3) and 4) below. If by the
               date which is twelve (12) months prior to the expiration of the
               previous Term (the "OUTSIDE AGREEMENT DATE") the parties have
               failed to reach agreement on the Fair Market Rental Value, then
               Tenant may nonetheless elect to exercise its option to extend the
               Term of this Lease and the parties shall proceed to negotiate in
               good faith to agree on the Base Rent during the applicable
               Extended Term, which shall be 100% of the Fair Market Rental
               Value of the Premises during said Extended Term. If Landlord and
               Tenant agree on the Base Rent for each Extended Term by the
               Outside Agreement Date, they shall immediately execute an
               amendment to this Lease stating the new Base Rent.

          2)   DEFINITION OF FAIR MARKET RENTAL VALUE. With respect to the
               Extended Term(s), right of first negotiation and preferential
               right to lease provisions hereunder, the applicable Fair Market
               Rental Value shall be that rate (determined on a "modified gross"
               lease basis) charged to non-sublease, non-equity tenants for
               space of comparable size, location and conditions, in the
               Comparable Buildings taking into consideration the following:

               a)   the location, quality and age of the building;

               b)   the use, location, size and floor level(s) of the space in
                    questions;

               c)   the definition of "rentable area";

               d)   the extent of leasehold improvements (other than those
                    installed by tenant after the initial buildout of the
                    premises);

               e)   leasehold improvement allowances;

               f)   abatements (including with respect to base rental, operating
                    expenses and real estate tax charges);

               g)   the inclusion of lease takeovers/assumptions;

               h)   relocation/moving allowances;

               i)   space planning/interior architecture and engineering
                    allowances;

               j)   refurbishment and repainting allowances;


                                      -25-
<PAGE>

               k)   other concessions or inducements;

               l)   extent of services provided or to be provided;

               m)   distinction between "gross" and "net" lease;

               n)   base year or dollar amount for escalation purposes (both
                    operating expenses and real estate taxes);

               o)   any other adjustments (including by way of indexes) to base
                    rental;

               p)   credit standing and financial stature of the tenant; term or
                    length of lease;

               q)   the time the particular rental rate under consideration was
                    agreed upon and became or is to become effective;

               r)   the payment of a leasing commission and/or fees/bonuses in
                    lieu thereof, whether to Landlord, any person or entity
                    affiliated with Landlord, or otherwise;

               s)   the absence of rent increases during the renewal period; and

               t)   any other relevant term or condition in making such Fair
                    Market Rental Value determination.

          3)   SELECTION OF ARBITRATORS. If Landlord and Tenant are unable to
               agree on the Fair Market Rental Value for the applicable Extended
               Term by the Outside Agreement Date, then within ten (10) days
               after the Outside Agreement Date, Landlord and Tenant each shall
               submit to the other a separate written determination of the Fair
               Market Rental Value, and such determinations shall be submitted
               to arbitration in accordance with this Section 33. Failure of
               Tenant or Landlord to submit a written determination of the Fair
               Market Rental Value within such ten (10) day period shall
               conclusively be deemed to be the non-determining party's approval
               of the Fair Market Rental Value submitted within such ten (10)
               day period by the other party. Landlord and Tenant shall each
               appoint one arbitrator who shall by profession be an independent
               real estate broker who shall individually have no ongoing
               business relationship with Tenant or Landlord and who shall have
               been active over the eight (8) year period ending on the date of
               such appointment in the leasing of first-class office buildings
               in the Project area. The determination of the arbitrators shall
               be limited solely to the issue of whether Landlord's or Tenant's
               submitted Fair Market Rental Value is the closest to the actual
               Fair Market Rental Value as determined by the arbitrators, taking
               into account the requirements of Section 33.c.2). Each such
               arbitrator shall be appointed within thirty (30) days after the
               Outside Agreement Date. The two (2) arbitrators so appointed
               shall within ten (10) business days of the date of the
               appointment of the last appointed arbitrator agree upon and
               appoint a third arbitrator who shall be qualified under the same
               criteria as set forth hereinabove for qualification of the
               initial two (2) arbitrators.

          4)   VALUE DETERMINED BY THREE (3) ARBITRATORS. The three (3)
               arbitrators shall within thirty (30) days after the appointment
               of the third arbitrator reach a decision as to whether Landlord's
               or Tenant's submitted Fair Market Rental Value is the closest to
               the actual Fair Market Rental Value, and shall use the closest of
               Landlord's or Tenant's submitted Fair Market Rental Value as the
               Fair Market Rental Value for purposes of calculating the Base
               Rent for the applicable Extended Term, and shall notify Landlord
               and Tenant thereof. The decision of the majority of the three (3)
               arbitrators shall be binding upon Landlord and Tenant. If either
               Landlord or Tenant fails to appoint an arbitrator within thirty
               (30) days after the Outside Agreement Date, the arbitrator
               appointed by one of them shall reach a decision, notify Landlord
               and Tenant thereof, and such arbitrator's decision shall be
               binding upon Landlord and Tenant. If the two (2) arbitrators fail
               to agree upon and appoint a third arbitrator within the time
               period provided in Section 33.c.3) above, then the parties shall
               mutually select the third arbitrator, who shall be qualified
               under the same criteria as set forth above. If Landlord and
               Tenant are unable to agree upon the third arbitrator within ten
               (10) days, then either party may, upon at least five (5) days'
               prior written notice to the other party, request the Presiding
               Judge of the Los Angeles County Superior Court, acting in his or
               her private and nonjudicial capacity, to appoint the third


                                      -26-
<PAGE>

               arbitrator who shall be qualified under the same criteria as set
               forth above. Following the appointment of the third arbitrator,
               the panel of arbitrators shall within thirty (30) days thereafter
               reach a decision as to whether Landlord's or Tenant's submitted
               Fair Market Rental Value shall be used and shall notify Landlord
               and Tenant thereof. The cost of the arbitrators and the
               arbitration proceeding shall be paid by the non-prevailing party.

34.  RIGHT OF FIRST NEGOTIATION AND PREFERENTIAL RIGHT TO LEASE. During the
     Term, Tenant shall have a continuing and recurring right of first
     negotiation and preferential right to lease with respect to any space in
     the Project, which from time to time may be or become vacant and available
     for direct lease, at the Fair Market Rental Value determined as of when
     such right of first negotiation or preferential right to lease is exercised
     by Tenant, subject to the then existing rights of the then current tenants
     of the Project. Upon written request by Tenant delivered to Landlord from
     time to time during the Term, Landlord will provide Tenant with the
     scheduled expiration dates of the leases of space in the Project.

     If (i) Tenant wishes to lease additional space in the Project, (ii)
     Landlord wishes to make an offer to a bona fide third-party with respect to
     any available space in the Project; or (iii) Landlord receives an offer
     from a bona fide third-party tenant for any space in the Project, Landlord
     shall notify Tenant in writing of the availability of such additional space
     prior to leasing such space to a third-party tenant, said notice to include
     an existing-condition floor plan(s), the relevant business terms, and
     Landlord's good faith determination of the Fair Market Rental Value
     therefore, and Tenant shall notify Landlord in writing of its intentions
     within (a) ten (10) business days after receipt of said availability notice
     absent an offer to or from a bona fide third-party tenant for such space or
     (b) three (3) business days if there is an offer to or from a bona fide
     third-party tenant for such space.

     If Landlord and Tenant are unable to agree within ten (10) business days of
     receipt of the availability notice on the Fair Market Rental Value and/or
     other terms and conditions other than Fair Market Rental Value for such
     additional space, then Landlord shall have the right to lease all or any
     portion of subject space to another tenant or tenants, provided that same
     shall be on terms and conditions no more favorable (to such other tenant or
     tenants) than those offered to Tenant. If a lease to another tenant(s) is
     not consummated within six (6) months next following the end of the
     above-referenced ten (10) or three (3) business day notice period, as
     applicable, then Tenant's right of first negotiation and preferential right
     to lease as to such space shall be reinstated.

     Except as otherwise agreed by Landlord in this Lease, specifically
     including Landlord's agreements in Paragraph 2.a. above, such additional
     space shall be leased on an "as is" basis, excluding latent defects, which
     Landlord shall promptly repair upon receipt of written notice from Tenant,
     the cost of which repair shall not be passed through to Tenant as an
     Operating Expense or otherwise, and in a vacuumed and broom-cleaned
     condition with all of the prior tenants' personal property removed
     therefrom.

     The failure of Tenant to exercise its right of first negotiation or
     preferential right to lease in any given instance shall not prejudice
     Tenant's right to exercise its right of first negotiation or preferential
     right to lease with respect to any other space or the same space, should
     all or any part of such space again become available.

     No such provisions covering Tenant's right of first negotiation or
     preferential right to lease shall preclude Landlord from leasing to tenants
     of its own choosing, and in sizes, locations and for lease terms, including
     renewals thereof, as Landlord shall deem appropriate except as set forth
     elsewhere in this document.

35.  ROOFTOP COMMUNICATIONS EQUIPMENT. Without obligation for rental or any
     other charges therefore, except as expressly stated hereunder, Tenant shall
     be permitted, at its sole cost and expense, during the Term, to use the
     roof of the building to install and operate thereon up to two (2) microwave
     dishes/earth satellite disks and up to two (2) whip antennae (collectively,
     the "ROOFTOP COMMUNICATIONS EQUIPMENT") for the exclusive use of Tenant, in
     locations as selected by Tenant and approved by Landlord which approval
     shall not be unreasonably withheld, conditioned or delayed, provided the
     same complies with all applicable governmental rules, regulations,
     ordinances and codes and is approved by Landlord as to plans,
     specifications, location, weight and size. During the Term, Landlord shall
     not install, and shall prohibit the installation and/or operation by any
     other party of, any additional microwave dishes/earth satellite disks, whip
     antennae, towers and/or other structures on the roof of the building which
     shall be reasonably deemed by Landlord (after reasonable consultation with
     Tenant) to interfere with the existing Rooftop Communications Equipment.
     During the Term, Tenant shall be permitted to select a contractor of its
     choice to undertake the installation of the Rooftop


                                      -27-
<PAGE>

     Communications Equipment, subject to Landlord's approval, which approval
     shall not be unreasonably withheld, conditioned or delayed. In addition,
     Tenant shall be permitted to construct equipment enclosures, if required,
     in locations, design and materials to be mutually agreed upon, between
     Landlord and Tenant, for accommodation of the Rooftop Communications
     Equipment. Tenant shall also have the right to install necessary conduit
     and sleeving from the roof to the points of connection within the Premises.
     Tenant shall be responsible for all costs of installation (including
     structural reinforcing), repair and maintenance and removal with respect to
     the Rooftop Communications Equipment.

36.  OTHER APPURTENANCES. During the Term, Tenant shall have the right to use
     building shafts or conduits between the Premises and other parts of the
     building (including the roof) if available for the installation and
     maintenance of conduits, cables, ducts, flues, pipes and other devices,
     supplementary HVAC and other facilities consistent with Tenant's intended
     use of the Premises and other portions of the building. During the Term,
     Tenant shall also have the right to use, in common with other tenants, the
     lobbies and other public areas of the building, elevator, the mail room and
     other building facilities.

37.  MISCELLANEOUS PROVISIONS.

     a.   TIME OF ESSENCE. Time is of the essence of each provision of this
          Lease.

     b.   SUCCESSOR. This Lease shall be binding on and inure to the benefit of
          the parties and their successors, except as provided in Section 19.

     c.   CONSENT. Any consent or approval required by either Landlord or Tenant
          under this Lease shall be granted in writing and shall not be
          unreasonably withheld, conditioned or delayed by the consenting party
          unless the Lease specifically allows such party to grant such consent
          in such party's sole discretion.

     d.   PERSONAL RIGHTS. Notwithstanding any other provision(s) of this Lease
          to the contrary, any provisions of this Lease providing for the
          renewal, extension or early termination of the Lease and/or for the
          expansion of the Premises (to include without limitation rights to
          negotiate, rights of first refusal, etc.) shall be (i) personal to the
          original Tenant and shall not be assignable or otherwise transferable
          other than to a Permitted Transferee (either voluntarily or
          involuntarily) to any third party for any reason whatsoever, and (ii)
          conditioned upon Tenant not then being in default under this Lease.

     e.   YEAR 2000. Landlord is in the process of performing a readiness audit
          with respect to YEAR 2000 PERFORMANCE. As used herein, the term "YEAR
          2000 PERFORMANCE" means that building-related systems and equipment
          under Landlord's control which are material to proper building
          operations can reasonably be expected to perform without material
          adverse effect despite the change of century from 1999 to 2000 and the
          leap year. The parties acknowledge that the process of auditing,
          assessing and implementing Year 2000 Performance solutions is time
          consuming and uncertain, and dependent in part on the performance of
          third parties not under Landlord's control. Thus, Landlord makes no
          representations or warranties with respect to Year 2000 Performance of
          building-related systems and equipment, and interruptions of services
          as a result of Year 2000 Performance problems will be deemed to be
          interruptions out of Landlord's reasonable control. Landlord will
          inform Tenant promptly after Landlord gains actual knowledge of any
          significant Year 2000 Performance problem which Landlord reasonably
          believes may adversely impact building operations, and will use
          commercially reasonable efforts to audit, assess and implement
          programs to meet the goal of Year 2000 Performance. The cost of such
          efforts shall be included as an Operating Expense in the year
          incurred, provided, however, that capital replacement costs, if any,
          shall be amortized over the useful life of the replacement. Some
          information may be obtained from third parties, and may not have been
          independently verified. Any information which Landlord provides will
          be subject to and made in reliance on the Year 2000 Information
          Readiness and Disclosure Act.

     f.   COMMISSIONS. Each party represents that it has not had dealings with
          any real estate broker, finder or other person with respect to this
          Lease in any manner, except for the Broker(s) identified in Section
          1., who shall be compensated by Landlord in accordance with the
          separate agreement between Landlord and the Broker(s).

     g.   OTHER CHARGES; LEGAL FEES. If Landlord becomes a party to any
          litigation concerning this Lease or the Premises by reason of any act
          or omission of Tenant or Tenant's authorized representatives, Tenant
          shall be liable to Landlord for reasonable attorneys' fees and court
          costs


                                      -28-
<PAGE>

          incurred by Landlord in the litigation. Should the court render a
          decision which is thereafter appealed by any party thereto, Tenant
          shall be liable to Landlord for reasonable attorneys' fees and court
          costs incurred by Landlord in connection with such appeal.

          If Tenant becomes a party to any litigation concerning this Lease or
          the Premises by reason of any act or omission of Landlord or
          Landlord's authorized representatives, Landlord shall be liable to
          Tenant for reasonable attorneys' fees and court costs incurred by
          Tenant in the litigation. Should the court render a decision which is
          thereafter appealed by any party thereto, Landlord shall be liable to
          Tenant for reasonable attorneys' fees and court costs incurred by
          Tenant in connection with such appeal.

          If either party commences any litigation against the other party or
          files an appeal of a decision arising out of or in connection with the
          Lease, the prevailing party shall be entitled to recover from the
          other party reasonable attorneys' fees and costs of suit. If Landlord
          employs a collection agency to recover delinquent charges, Tenant
          agrees to pay all collection agency and attorneys' fees charged to
          Landlord in addition to Rent, late charges, interest and other sums
          payable under this Lease.

     h.   LANDLORD'S SUCCESSORS. In the event of a sale or conveyance by
          Landlord of the Premises, the same shall operate to release Landlord
          from any liability under this Lease arising subsequent to said
          transfer or as assumed by any such transferee, including as to any
          Security Deposit to the extent transferred to Landlord's
          successor-in-interest, and in such event Landlord's successor in
          interest shall be solely responsible for all obligations of Landlord
          under this Lease.

     i.   INTERPRETATION. This Lease shall be construed and interpreted in
          accordance with the laws of the state in which the Premises are
          located. This Lease constitutes the entire agreement between the
          parties with respect to the Premises, except for such guarantees or
          modifications as may be executed in writing by the parties from time
          to time. When required by the context of this Lease, the singular
          shall include the plural, and the masculine shall include the feminine
          and/or neuter. "PARTY" shall mean Landlord or Tenant. If more than one
          person or entity constitutes Landlord or Tenant, the obligations
          imposed upon that party shall be joint and several. The
          enforceability, invalidity or illegality of any provision shall not
          render the other provisions unenforceable, invalid or illegal.

     j.   AUCTIONS. Tenant shall not conduct, nor permit to be conducted, either
          voluntarily or involuntarily, any auction upon the Premises without
          first having obtained Landlord's prior written consent.
          Notwithstanding anything to the contrary in this Lease, Landlord shall
          not be obligated to exercise any standard of reasonableness in
          determining whether to grant such consent.

     k.   CONFLICT. Any conflict between the printed provisions of this Lease
          and the typewritten or handwritten provisions shall be controlled by
          the typewritten or handwritten provisions.

     l.   OFFER. Preparation of this Lease by Landlord or Landlord's agent and
          submission of same to Tenant shall not be deemed an offer to lease to
          Tenant. This Lease is not intended to be binding until executed by all
          parties hereto.

     m.   AMENDMENTS. This Lease may be modified only in writing, signed by the
          Parties in interest at the time of the modification. The parties shall
          amend this Lease from time to time to reflect any adjustments that are
          made to the Base Rent or other Rent payable under this Lease. As long
          as they do not materially change Tenant's obligations hereunder,
          Tenant agrees to make reasonable non-monetary modifications to this
          Lease as may be reasonably required by Lender(s) in connection with
          the obtaining of normal financing or refinancing of the property of
          which the Premises are a part.

     n.   CONSTRUCTION. The Landlord and Tenant acknowledge that each has had
          its counsel review this Lease, and hereby agree that the normal rule
          of construction to the effect that any ambiguities are to be resolved
          against the drafting party shall not be employed in the interpretation
          of this Lease or in any amendments or exhibits hereto.

     o.   MEMORANDUM OF LEASE. Upon request of either party, Landlord and Tenant
          shall join in executing a recordable, short-form instrument setting
          forth the appropriate terms and conditions


                                      -29-
<PAGE>

          of the Lease, including those with respect to any renewal rights
          exercisable by Tenant during the Term, and further including the
          non-disturbance provisions.

     p.   [Intentionally Omitted].

     q.   CAPTIONS. Article, section and paragraph captions are not a part
          hereof.

     r.   TERMINATION OPTION. Notwithstanding anything to the contrary contained
          in the Lease, Tenant shall have a one-time right to terminate the
          Lease (the "TERMINATION RIGHT"), such termination to be effective as
          of November 15, 2004 (the "TERMINATION DATE"), provided that all of
          the following conditions precedent to such termination are satisfied:
          (a) Tenant shall exercise the Termination Right, if at all, by
          providing Landlord with written notice ("TENANT'S TERMINATION NOTICE")
          of Tenant's election to exercise its Termination Right on or before
          the date that is twelve (12) months prior to the Termination Date; (b)
          on or before the date of Tenant's Termination Notice, Tenant shall
          remit to Landlord, in immediately available funds, an amount equal to
          the sum of all unamortized Rent abatement (defined below), plus
          unamortized costs (including without limitation leasing commissions
          and costs of tenant improvements), plus an amount equal to twelve (12)
          months Rent (calculated based upon then current Rent), as
          consideration for the early termination of the Lease (collectively,
          the "TERMINATION FEE"); and (c) no default (past the expiration of any
          applicable grace or cure period) exists as of the date of Tenant's
          Termination Notice or at any time between the date of Tenant's
          Termination Notice and the Termination Date, and no default or event
          that, with the giving of notice or the passage of time, or both, would
          constitute a default exists as of the Termination Date. Provided that
          all of the foregoing conditions are satisfied, the Lease shall
          terminate on the Termination Date with the same force and effect as if
          scheduled to expire by its terms as of the Termination Date. For
          purposes hereof, "RENT ABATEMENT" shall mean the Base Rent that would
          otherwise have been due pursuant to Section 32 from the Commencement
          Date through March 14, 2000. For example, if the Lease commences on
          November 15, 1999, the abatement of Rent would equal $360,000.00 (3
          months multiplied by $80,000.00 + 1 month multiplied by $120,000.00 =
          $360,000.00).

     s.   EXHIBITS. For reference purposes the Exhibits are listed below:

               Exhibit A: The Premises
               Exhibit B: The Project
               Exhibit C: Rules and Regulations
               Exhibit D: Building Rules and Regulations for Construction
               Exhibit E: Form of Schedule of Expenses
               Exhibit F: Approved Signage Criteria

LANDLORD:                               TENANT:

LIMAR REALTY CORP. #6,                  EARTHLINK NETWORK, INC.,
a California corporation                a Delaware corporation


By: /s/ Thomas Numainville              By: /s/ Grayson Hoberg
   --------------------------------         ---------------------------

Name: Thomas Numainville                Name: Grayson Hoberg
      -----------------------------           -------------------------

Title: Seinor VP and Asst. Secretary    Title: Chief Finanical Officer
       -----------------------------           ------------------------

Date:                                   Date:
     ------------------------------          --------------------------

By:                                     By: /s/ David Tommela
   --------------------------------         ---------------------------
Name:                                   Name: David Tommela
     ------------------------------           -------------------------
Title:                                  Title: Executive Vice President
      -----------------------------            ------------------------

                                      -30-
<PAGE>

Date:_________________________       Date:__________________________


                                      -31-