<PAGE>

                                                                 EXHIBIT 10.5


                 FIRST AMENDMENT TO PENINSULA MARINA AND
                   OFFICE PARK OFFICE LEASE AGREEMENT


     THIS FIRST AMENDMENT TO PENINSULA MARINA AND OFFICE PARK OFFICE LEASE
AGREEMENT is made and entered into as of February 15, 1999, by and between
MARINA INVESTMENTS, INC. ("Landlord"), and INTERWAVE COMMUNICATIONS, INC., a
California corporation ("Tenant").


                           R E C I T A L S:

     A. Landlord and Tenant have entered into that certain Peninsula Marina
and Office Park Office Lease Agreement ("Lease") dated January 8, 1999, with
respect to certain premises (the "Premises") consisting of approximately
27,909 rentable square feet, located in Peninsula Marina Office Park, and
described therein as Suite 101 in Building 650, Suite 101 in Building 652,
Suites 101, 103, 105, 106, 108, 200, 302 and 304 in Building 656 and Suites
105 and 205 in Building 658, Bair Island Road, Redwood City, California
94063-2704.

     B. Tenant desires to expand the Premises to include the approximately
624 rentable square feet located in Building 652, Suite 105, Bair Island
Road, Redwood City and depicted on EXHIBIT A hereto as the "Expansion Area."


                                 AGREEMENT

     NOW, THEREFORE, in consideration of the foregoing Recitals and for other
good and valuable consideration, the receipt and adequacy of which are hereby
acknowledged, Landlord and Tenant hereby agree as follows:

     1. AMENDMENT OF PARAGRAPH 1.6. Paragraph 1.6 of the Lease is hereby
amended and restated in its entirety to read as follows:

        "1.6 PREMISES. Effective upon the Expansion Date (defined below), the
     term "Premises" shall mean Suite 101 in Building 650, Suites 101 and 105
     in Building 652, Suites 101, 103, 105, 106, 108, 200, 302 and 304 in
     Building 656 and Suites 105 and 205 in Building 658, Bair Island Road,
     Redwood City, California 94063-2704, as more particularly outlined on
     the drawing attached hereto as EXHIBIT A and incorporated herein by
     reference. As used herein, "Premises" shall not include any storage
     area, which may be leased or rented pursuant to separate agreement."

     2. AMENDMENT OF PARAGRAPH 1.7. Paragraph 1.7 of the Lease is hereby
amended and restated in its entirety to read as follows:



<PAGE>
          "1.7  RENTABLE AREA OF THE PREMISES.  Effective upon the Expansion
     Date, the term "Rentable Area of the Premises" shall mean 28,533 square
     feet, which Landlord and Tenant stipulate to be the rentable area of the
     Premises."

     3.     AMENDMENT OF PARAGRAPH 1.13.  Effective upon the Expansion Date,
the Base Rent schedule set forth in Paragraph 1.13 shall be amended as
follows:

                                 Monthly Base
                Months               Rent              Annual Base Rent
                ------           ------------          ----------------

     Expansion Date -9            $63,668.40              $764,020.80
                 10-21            $71,051.00              $852,612.00
                 22-33            $75,612.00              $907,344.00
                 34-49            $79,892.00              $958,704.00

     4.     AMENDMENT OF PARAGRAPH 1.14.  Paragraph 1.14 of the Lease is
hereby amended and restated in its entirety to read as follows:

            "1.14  TENANT'S PERCENTAGE SHARE.  Effective upon the Expansion
     Date, the term "Tenant's Percentage Share" shall mean 32.97% with respect
     to increases in Property Taxes and Operating Expenses (as such terms are
     hereinafter defined)."

     5.     EXPANSION OF PREMISES.  Effective February 15, 1999 (the
"Expansion Date"), the Premises covered by the Lease shall be expanded to
include the approximately 624 rentable square feet of the office space
located in Building 652, Suite 105, Bair Island Road, Redwood City and
depicted on EXHIBIT A hereto as the Expansion Area." The Expansion Area
shall be delivered by Landlord to Tenant in its "AS IS" condition. Any and
all improvements which Tenant desires to make to the Expansion Area shall be
made in accordance with the terms of the Lease.

      6.     EXHIBIT A. "Exhibit A" to the Lease is hereby deleted and
replaced with EXHIBIT A attached hereto.


                                      -2-


<PAGE>

     7.  RATIFICATION. Except to the extent expressly amended or modified
hereby, the Landlord and Tenant hereby ratify and reaffirm each of the
covenants, agreements, obligations, representations and warranties set forth
in the Lease.

     IN WITNESS WHEREOF, Landlord and Tenant have executed this Amendment as
of the date first above written.




LANDLORD:                               TENANT:

MARINA INVESTMENTS, INC.,               INTERWAVE COMMUNICATIONS, INC.,
a Delaware Corporation                  a California Corporation


By: /s/ Rim Antoine Hindieh             By: /s/ Illegible
   -----------------------------            -----------------------------------
Title: Rim Antoine Hindieh              Title: Chairman, President & CEO
       -------------------------               --------------------------------
             President
                                        By:
                                             ----------------------------------

                                        Title:
                                               --------------------------------


                                       3



<PAGE>



                           MARINA AND OFFICE PARK

                           OFFICE LEASE AGREEMENT


                         entered into by and between

                       Marina Investment, Inc., Landlord

                                      and

                   interWAVE Communications, Inc., Tenant



<PAGE>

                            TABLE OF CONTENTS

                                                                          PAGE
                                                                          ----

ARTICLE 1   DEFINITIONS..................................................    1

      1.1   Landlord.....................................................    1
      1.2   Tenant.......................................................    1
      1.3   Project......................................................    1
      1.4   Buildings....................................................    1
      1.5   Building.....................................................    1
      1.6   Premises.....................................................    1
      1.7   Rentable Area of the Premises................................    1
      1.8   Common Areas.................................................    1
      1.9   Lease........................................................    1
      1.10  Lease Term...................................................    1
      1.11  Commencement Date............................................    1
      1.12  Expiration Date..............................................    2
      1.13  Base Rent....................................................    2
      1.14  Tenant's Percentage Share....................................    2
      1.15  Base Year....................................................    2
      1.16  Security Deposit.............................................    2
      1.17  Tenant's Permitted Use.......................................    2
      1.18  Business Hours...............................................    2
      1.19  Landlord's Address for Notices...............................    2
      1.20  Tenant's Address for Notices.................................    2
      1.21  Tenant's Address for Notices (Before Tenant Takes Possession
            of Premises..................................................    2
      1.22  Guarantor(s).................................................    2

ARTICLE 2   PREMISES.....................................................    2

      2.1   Lease of Premises............................................    2
      2.2   Acceptance of Premises.......................................    3
      2.3   Rentable Area of the Premises................................    3
      2.4   Right of First Offer.........................................    3

ARTICLE 3   TERM.........................................................    4

ARTICLE 4   RENTAL.......................................................    4

      4.1   Definitions..................................................    4
            (A) "Base Year"..............................................    4
            (B) "Property Taxes".........................................    4
            (C) "Operating Expenses".....................................    4
      4.2   Base Rent....................................................    7
      4.3   Adjustment Procedure; Estimates..............................    7
      4.4   Review of Landlord's Statement...............................    7
      4.5   Payment......................................................    8
      4.6   Late Charge; Interest........................................    9
      4.7   Additional Rental............................................    9

ARTICLE 5   ADDITIONAL TAXES.............................................    9

ARTICLE 6   SECURITY DEPOSIT.............................................    9

ARTICLE 7   USE OF PREMISES..............................................    9

      7.1   Tenant's Permitted Use.......................................    9



                                       i


<PAGE>

<TABLE>

   <S>   <C>  <C>                                                          <C>
         7.2  Compliance With Laws and Other Requirements..................  9
         7.3  Hazardous Materials.......................................... 10

    ARTICLE 8 UTILITIES AND SERVICES....................................... 11

         8.1  Building Services............................................ 11
         8.2  Interruption of Services..................................... 13

    ARTICLE 9 MAINTENANCE AND REPAIRS...................................... 13

         9.1  Landlord Repairs............................................. 13
         9.2  Tenant Repairs............................................... 13
         9.3  Request for Repairs.......................................... 13
         9.4  Tenant Damages............................................... 13
         9.5  Landlord's Rights............................................ 14

    ARTICLE 10 ALTERATIONS, ADDITIONS AND IMPROVEMENTS..................... 14

         10.1 Landlord's Consent; Conditions............................... 14
         10.2 Performance of Alterations Work.............................. 14
         10.3 Liens........................................................ 14
         10.4 Lease Termination............................................ 15

    ARTICLE II INDEMNIFICATION AND INSURANCE............................... 15

         11.1 Indemnification.............................................. 15
         11.2 Property Insurance........................................... 16
         11.3 Liability Insurance.......................................... 16
         11.4 Workers' Compensation Insurance.............................. 16
         11.5 Policy Requirements.......................................... 17
         11.6 Waiver of Subrogation........................................ 17
         11.7 Failure to Insure............................................ 17

    ARTICLE 12 DAMAGE OR DESTRUCTION....................................... 17

         12.1 Damage....................................................... 17
         12.2 Reconstruction............................................... 17
         12.3 Rent Abatement............................................... 17
         12.4 Excessive Damage or Destruction.............................. 17
         12.5 Uninsured Casualty........................................... 18
         12.6 Waiver....................................................... 18
         12.7 Exception to Landlord's Obligations.......................... 18

    ARTICLE 13 CONDEMNATION................................................ 18

         13.1 Taking....................................................... 18
         13.2 Award........................................................ 18
         13.3 Temporary Taking............................................. 18

    ARTICLE 14 LANDLORD'S OPTION........................................... 19

    ARTICLE 15 ASSIGNMENT AND SUBLETTING................................... 19

         15.1 Restriction.................................................. 19
         15.2 Notice to Landlord........................................... 19
         15.3 Landlord's Recapture Rights.................................. 19
         15.4 Landlord's Consent; Standards................................ 19
         15.5 Additional Rent.............................................. 20
         15.6 Landlord's Costs............................................. 20

</TABLE>

                                   ii

<PAGE>

<TABLE>
<S>                                                                         <C>

     15.7  Continuing Liability of Tenant................................   20
     15.8  Non-Waiver....................................................   20

ARTICLE 16 DEFAULT AND REMEDIES..........................................   20

     16.1  Events of Default by Tenant....................................  20
     16.2  Landlord's Right to Terminate Upon Tenant Default..............  21
     16.3  Landlord's Right to Continue Lease Upon Tenant Default.........  21
     16.4  Right of Landlord to Perform...................................  22
     16.5  Default Under Other Leases.....................................  22
     16.6  Non-Waiver.....................................................  22
     16.7  Cumulative Remedies............................................  22
     16.8  Default by Landlord............................................  22

ARTICLE 17 ATTORNEYS' FEES: COSTS OF SUIT.................................  23

     17.1  Attorneys' Fees................................................  23
     17.2  Indemnification................................................  23

ARTICLE 18 SUBORDINATION AND ATTORNMENT...................................  23

     18.1  Subordination..................................................  23
     18.2  Attornment.....................................................  23
     18.3  Mortgage and Ground Lessor Protection..........................  24

ARTICLE 19 QUIET ENJOYMENT................................................  24

ARTICLE 20 RULES AND REGULATIONS..........................................  24

ARTICLE 21 ESTOPPEL CERTIFICATES..........................................  24

ARTICLE 22 ENTRY BY LANDLORD..............................................  25

ARTICLE 23 LANDLORD'S LEASE UNDERTAKINGS - EXCULPATION FROM
           PERSONAL LIABILITY; TRANSFER OF LANDLORD'S INTEREST............  25

     23.1  Landlord's Lease Undertaking...................................  25
     23.2  Transfer of Landlord's Interest................................  26

ARTICLE 24 HOLDOVER TENANCY...............................................  26

ARTICLE 25 NOTICES........................................................  26

ARTICLE 26 MISCELLANEOUS..................................................  26

     26.1  Entire Agreement...............................................  26
     26.2  Amendments.....................................................  26
     26.3  Successors.....................................................  26
     26.4  Force Majeure..................................................  27
     26.5  Survival of Obligations........................................  27
     26.6  Light and Air..................................................  27
     26.7  Governing Law..................................................  27
     26.8  Severability...................................................  27
     26.9  Captions.......................................................  27
     26.10 Interpretation.................................................  27
     26.11 Independent Covenants..........................................  27
     26.12 Number and Gender..............................................  27
     26.13 Time is of the Essence.........................................  27
     26.14 Joint and Several Liability....................................  27


</TABLE>


                                      iii

<PAGE>

<TABLE>
<S>                                                                         <C>

     26.15  Exhibits......................................................  27
     26.16  Offer to Lease................................................  27
     26.17  No Counterclaim; Choice of Laws...............................  28
     26.18  Rights Reserved by Landlord...................................  28
</TABLE>

                                       iv

<PAGE>

                       PENINSULA MARINA AND OFFICE PARK

                            OFFICE LEASE AGREEMENT

     THIS LEASE ("Lease"), dated as of JAN 8, 1999, is made and entered into
by and between Marina Investments, Inc. ("Landlord") and interWAVE
Communications, Inc., a California corporation (hereinafter "Tenant") upon
the following terms and conditions.

                                   ARTICLE 1

                                  DEFINITIONS

     Unless the context otherwise specifies or requires, the following terms
shall have the meanings specified herein:

     1.1  LANDLORD.  "Landlord" means Marina Investments, Inc.

     1.2  TENANT.  "Tenant" means interWAVE Communications, Inc.

     1.3  PROJECT.  "Project" means the land, buildings, improvements and
common areas comprising the Peninsula Marina Office Park.

     1.4.  BUILDINGS.  The term "Buildings" shall mean those office buildings
located in the Project, Building Nos. 650, 652, 654, 656, 658 and any
additional buildings that may be constructed hereafter, together with all
related land, improvements, common areas, driveways, sidewalks and landscaping.

     1.5.  BUILDING.  The term "Building" shall mean each of the buildings
in which the Leased Premises is located.

     1.6.  PREMISES.  The term "Premises" shall mean Suite 101 in Building
650, Suite 101 in Building 652, Suites 101, 103, 105, 106, 108, 200, 302 and
304 in Building 656 and Suites 105 and 205 in Building 658, Bair Island Road,
Redwood City, California 94063-2704, as more particularly outlined on the
drawing attached hereto as EXHIBIT A and incorporated herein by reference.
As used herein, "Premises" shall not include any storage area, which may be
leased or rented pursuant to separate agreement.

     1.7  RENTABLE AREA OF THE PREMISES.  The term "Rentable Area of the
Premises" shall mean 27,909 square feet, which Landlord and Tenant stipulate
to be the Rental Area of the Premises.

     1.8  COMMON AREAS.  The term "Common Areas" shall mean all areas in the
Project not reserved for the exclusive use of the Landlord, Tenant, or any
other tenant, including the areas on individual floors devoted to corridors,
fire vestibules, elevator foyers, lobbies, electric and telephone closets,
restrooms, mechanical rooms, janitor closets and other similar facilities for
the benefit of all tenants (or invitees) on the particular floor, parking
facilities, walkways and landscaped areas.  Landlord retains the right to
make changes in boundaries and in facilities, and to grant exclusive rights
over certain Common Areas.  Landlord retains the right to the user and
licensing of the use of, the exterior walls and roof of the Buildings and to
the name of the Project.

     1.9  LEASE.  The term "Lease" shall mean this Lease document and any
Exhibits and Addenda attached hereto now or in the future.

     1.10  LEASE TERM.  The term "Lease Term" shall mean the period between
the Commencement Date and the Expiration Date (as such terms are hereinafter
defined), unless sooner terminated or renewed as otherwise provided in this
Lease.

     1.11  COMMENCEMENT DATE.  Subject to adjustment as provided in Article
3, the term

                                       1

<PAGE>

"Commencement Date" shall mean September 1, 1998.

    1.12 EXPIRATION DATE. The term "Expiration Date" shall mean September 30,
2002.

    1.13 BASE RENT. Subject to adjustment as provided in Article 4, the term
"Base Rent" shall mean:

<TABLE>
<CAPTION>
                                Monthly Base
         Months                     Rent                  Annual Base Rent
         ------                 ------------              ----------------
         <S>                    <C>                       <C>
          1-4                    $57,014.00                 $684,168.00
          5-9                    $62,202.00                 $746,424.00
          10-21                  $69,491.00                 $833,892.00
          22-33                  $73,959.00                 $887,508.00
          34-49                  $78,145.00                 $937,740.00
</TABLE>

which Base Rent is calculated in accordance with the Rent Schedule attached
hereto and incorporated herein.

    1.14 TENANT'S PERCENTAGE SHARE. The term "Tenant's Percentage Share"
shall mean 32.25% with respect to increases in Property Taxes and Operating
Expenses (as such terms are hereinafter defined).

    1.15 BASE YEAR. The term "Base Year" shall mean the calendar year 1998.

    1.16 SECURITY DEPOSIT. The term "Security Deposit" shall mean Forty-Four
Thousand Nine Hundred Sixteen and 10/100's Dollars ($44,916.10), currently
held by Landlord.

    1.17 TENANT'S PERMITTED USE. The term "Tenant's Permitted Use" shall mean
general office and development and light manufacturing (using no heavy
equipment) of electronic equipment use.

    1.18 BUSINESS HOURS. The term "Business Hours" shall mean the hours of
8:00 a.m. to 6:00 p.m., Monday through Friday and with respect to Building
656 only, also the hours of 9:00 a.m. to 1:00 p.m., Saturday (federal and
state holidays excepted).

    1.19 LANDLORD'S ADDRESS FOR NOTICES. The term "Landlord's Address for
Notices" shall mean: Peninsula Marina Office Park, 650 Bair Island Road,
Suite 204, Redwood City, California 94063-2704.

    1.20 TENANT'S ADDRESS FOR NOTICES. The term "Tenant's Address for
Notices" shall mean 656 Bair Island Road, Suite 108, Redwood City, California
94063-2704.

    1.21 (Intentionally Omitted.)

    1.22 (Intentionally Omitted.).


                                   ARTICLE 2

                                   PREMISES

    2.1 LEASE OF PREMISES. Landlord hereby leases the Premises to Tenant, and
Tenant hereby leases the Premises from Landlord, upon all of the terms,
covenants and conditions contained in this Lease. On the Commencement Date
described herein, Landlord shall deliver the Premises to Tenant "AS IS"
except only for any covenants or representations made in any attached
addendum and Tenant accepts the Premises in its present condition and
acknowledges that Landlord has no responsibility or obligation to make any
tenant improvements whatsoever. Notwithstanding the foregoing, Landlord shall
repair and take such other measures as are necessary to eliminate flooding in
the breezeway between Buildings 656 and 658 of the Project.


                                       2


<PAGE>

     2.2 ACCEPTANCE OF PREMISES. Tenant acknowledges that Landlord has not
made any representation or warranty with respect to the condition of the
Premises or the Building or with respect to the suitability or fitness of
either for the conduct of Tenant's Permitted Use or for any other purpose.

     2.3 RENTABLE AREA OF THE PREMISES. The square feet referred to in
paragraph 1.7 of the Lease reflects Landlord's good faith estimate of the
approximate rentable area of the Premises based upon information supplied to
Landlord by its architect.

     2.4 RIGHT OF FIRST OFFER.

         (A) Landlord shall make a one-time offer to Tenant as provided below
in the event that Landlord, in its sole and absolute discretion, desires to
lease premises within the Project adjacent to any portion of the Premises
("Adjacent Premises") to any party other than the then-current tenant of
such premises, provided that each of the following conditions is met: (1)
Tenant is not then in default under this Lease beyond the expiration of any
applicable cure period and has not, at any prior time during the Term, been
in default of any material term this Lease after expiration of any applicable
grace or cure period; and (ii) interWAVE Communications, Inc., a California
corporation, shall be and have been during the entire Term the Tenant under
this Lease and shall not have made any sublet in the aggregate in excess of
5,000 square feet of rentable area, assignment or other transfer of this
Lease, the Premises or any portion thereof during the Term.

         (B) Any offer of a Adjacent Premises by Landlord to Tenant shall be
upon the following terms and conditions: (1) Landlord's offer to Tenant shall
be at a rental and such upon other economic and business terms as Landlord
intends to offer the Adjacent Premises to third parties; (2) except as may be
otherwise expressly provided in Landlord's offer, the lease shall not provide
any construction allowance or tenant improvement allowance to Tenant but
shall provide that Tenant is responsible to accept the offered premises in
"AS-IS" condition and, at Tenant's sole cost and expense, to do
construction and installation work in and to the new premises to prepare the
same for use by Tenant, in accordance with the applicable criteria of
Landlord; (3) the use permitted under such lease shall be the same as
Tenant's Permitted Use specified in Section 1.17 of this Lease; and (4) the
lease shall otherwise be upon the terms and conditions of this Lease.

         (C) For a period of fourteen (14) days following Landlord's offer,
Tenant shall have the right to accept the offer by written notice given to
Landlord. In the event that Landlord, at the time of making its offer to
Tenant, shall have provided Tenant with execution copies of a written lease
agreement embodying the offered terms, which execution copies shall conform
to the requirements of this Section 2.4, Tenant's written notice of
acceptance of Landlord's offer shall be effective only if such execution
copies are duly executed and delivered by Tenant to Landlord at the time
notice of acceptance is given. If Landlord's offer is not accompanied by
execution copies, Tenant shall execute and return to Landlord execution
copies of a written lease agreement embodying the offered terms within ten
(10) days after Landlord sends the same to Tenant.

         (D) In the event that Tenant shall fail to accept any offer made by
Landlord as provided in the foregoing provisions of this Section 2.4,
Landlord shall have no further obligation whatsoever to offer to Tenant such
Adjacent Premises or to negotiate with Tenant for a lease covering the
Adjacent Premises, unless Landlord fails to lease such Adjacent Premises to a
third party for no less than ninety-five percent (95%) of the rental offered
to Tenant (taking into account all financial terms of the Lease, including,
but not limited to, base rent, tenant improvement allowances and free rent
periods). In the event that Landlord desires to offer the Adjacent Premises
for lease at a market rate of less than ninety-five percent (95%) of the
rental Landlord offered Tenant, than Landlord shall offer the Adjacent
Premises to Tenant again in accordance with the provisions of this
Section 2.4.


                                       3

<PAGE>

                                   ARTICLE 3

                                     TERM

    Except as otherwise provided in this Lease, the Lease Term shall be for
the period described in Section 1.10 of this Lease, commencing on the
Commencement Date described in Section 1.11 of this Lease and ending on the
Expiration Date described in Section 1.12 of this Lease; provided, however,
that, if, for any reason, Landlord is unable to deliver possession of the
Premises on the date described in Section 1.11 of this Lease, Landlord shall
not be liable for any damage caused thereby, nor shall the Lease be void or
voidable, but, rather, the Lease Term shall commence upon, and the
Commencement Date shall be, the date that possession of the Premises is so
tendered to Tenant (except for Tenant-caused delays which shall not be deemed
to delay commencement of the Lease Term), and the Expiration Date described
in Section 1.12 of this Lease shall be extended by an equal number of days.

    As of the date of this Lease, Tenant occupies the Demised Premises
pursuant to a written lease dated August 1, 1994, as amended (the "Existing
Lease"). The term of the Existing Lease is hereby terminated as of 11:59 p.m.
on the day immediately preceding the commencement of the term of this Lease,
in the same manner as if such date were originally specified in the Existing
Lease as the date the term thereof expired.

                                   ARTICLE 4

                                    RENTAL

    4.1  DEFINITIONS. As used herein,

         (A) "Base Year" shall mean the calendar year 1998. Tenant shall be
responsible for paying Tenant's Percentage Share of the increase in Building
Operating Expenses, if any, above the Operating Expenses for the Base Year
and the Tenant's Percentage Share of increases in Property Taxes over
Property Taxes during the Base Year. The Base year figure for Building
Operating Expenses and Property Taxes shall be based on an assumed ninety-five
percent (95%) occupancy level with real property taxes to be projected as if
fully assessed.

         (B) "Property Taxes" shall mean all payments and related expenses
paid or incurred by Landlord with respect to taxes and assessments affecting
the Project or the Premises, including without limitation, any form of real
property tax, assessment, special assessment(s), transit tax or assessment,
benefit assessment, business or license fee or tax, commercial rental tax,
and any tax or similar imposition in substitution for any of the foregoing
imposed by any governmental or quasi-governmental authority, including but
not limited to any increases in any such tax as a result of any sale,
transfer, financing, refinancing or exchange of the Project, or any part
thereof, and any reasonable attorneys' fees, accounting and appraisal fees
and other costs incurred in connection with any proceedings to contest or
determine any taxes or assessments. "Property Taxes" shall not include any
federal, state or local net income, franchise, gift, estate or inheritance
tax; or any documentary transfer, stamp, recording or other similar transfer
tax assessed upon a transfer of an interest of Landlord in the Project. With
respect to improvements within the Project the construction of which is
typically financed by a loan or loans secured by all or a portion of land
comprising a project or by the investment made by the owner of a project, in
the event Landlord elects to finance the construction of such improvements by
means of the creation of a special assessment district covering only the
Project or by means of bonded indebtedness repayable through the imposition
of a special tax exclusively upon the Project, neither the assessments
attributable to such special assessment district nor any such special tax
shall be included within "Property Taxes" for purposes of determining the
amount Tenant is required to pay pursuant to Article 4.

         (C) "Operating Expenses" shall mean all costs, fees, disbursements
and expenses paid or incurred by or on behalf of Landlord in the operation,
ownership, maintenance, insurance, management, replacement and repair of the
Project (excluding Property Taxes) including without limitation:

                                       4

<PAGE>


[GRAPHIC]

[graphic shows layout of unit 101 & 102]


<PAGE>

              (i)    Premiums for property, casualty, liability, rent
interruption and other types of insurance carried by Landlord.

              (ii)   Salaries, wages and other amounts paid or payable to
personnel including the Project manager, superintendent, operation and
maintenance staff, and other employees of Landlord involved in the
maintenance and operation of the Project, including contributions and
premiums towards fringe benefits, unemployment, disability and worker's
compensation insurance, pension plan contributions and similar premiums and
contributions and the total charges of any independent contractors or
property managers engaged in the operation, repair, care, maintenance and
cleaning of any portion of the Project.

              (iii)  Cleaning expenses, including without limitation
janitorial services, window cleaning, and garbage and refuse removal.

              (iv)   Landscaping expenses, including without limitation
irrigating, trimming, fertilizing, and replacing plants.

              (v)    Heating, ventilating, air conditioning and
steam/utilities expenses, including fuel, gas, electricity, water, sewer,
telephone, and other services.

              (vi)   The cost of maintaining, operating, repairing and
replacing components of equipment or machinery, including without limitation
heating, refrigeration, ventilation, electrical, plumbing, mechanical,
elevator, escalator, sprinklers, fire/life safety, security and energy
management systems, including service contracts, maintenance contracts,
supplies and parts.

              (vii)  Other items of repair or maintenance of elements of the
Project.

              (viii) The cost of the rental of any machinery or equipment and
the cost of supplies used in the maintenance and operation of the Project.

              (ix)   Audit fees and the cost of accounting services incurred
in the preparation of statements referred to in this Lease and financial
statements, and in the computation of the rents and charges payable by
tenants of the Project.

              (x)    The costs of improvements, repairs, or replacements to
the Project or the equipment or machinery used in connection with the
Building if the capital improvement is made after the date of this Lease and
is intended to reduce Operating Expenses; provided, however, any such costs
which are properly charged to a capital account shall not be included in
Operating Expenses in a single year but shall instead be amortized over their
useful lives, as reasonably determined by the Landlord in accordance with
generally accepted accounting principles, and only the annual amortization
amount shall be included in the Operating Expenses for a particular year.

              (xi)   Reasonable legal fees and expenses, including, but not
limited to, such expenses that relate to seeking or obtaining reductions in
or refunds of Property Taxes, or components thereof.

              (xii)  A fee for the administration and management of the
Building appropriate to the first class nature of the Building as reasonably
determined by the Landlord from time to time.

              (xiii) The cost of any improvements, capital expenditures,
repairs or replacements to the Project, or any equipment or machinery used in
connection with the Project, if any such item is required under governmental
laws, regulations, ordinances, or interpretations thereof, which were not
applicable to the Project at the time the Project was constructed; provided,
however, that any such costs which are properly charged to a capital account
shall not be payable in a single year but shall instead be amortized over
their useful lives,


                                       5


<PAGE>


as reasonably determined by the Landlord in accordance with generally
acceptable accounting principles, and only the annual amortization amount
(prorated based on the number of days of the Lease term in the calendar year)
shall be payable by the Tenant with respect to any calendar year.


          Notwithstanding anything contained in this Section 4.1, Operating
Expenses shall not include the following:

              (a) Fines or penalties which Landlord incurs by reason of its
failure to comply with applicable laws.

              (b) Fines, penalties or damages which Landlord incurs by reason
of its failure to perform any obligation under this Lease or under other
leases of premises in the Premises;

              (c) Any items for which Landlord is reimbursed by insurance or
otherwise compensated, to the extent of the net receipts from such insurance
or compensation, including direct reimbursement by any tenant or occupant of
the Project (exclusive of reimbursement pursuant to a provision similar to
Article 4 of this Lease);

              (d) The costs and expenses incurred by Landlord in performing
work necessary to remedy violations of code requirements concerning Project
improvements where such code requirements were applicable at the time of the
initial installation or construction of such improvements;

              (e) The cost of providing or performing improvements, work or
repairs to or within the premises of another tenant or occupant of the
Project where such improvements are of a nature which are not Landlord's
responsibility to perform pursuant to this Lease, except where Landlord may
do such improvements, work or repairs both to such other premises and to the
Premises;

              (f) Costs associated exclusively with the operation of the
marina and related recreational facilities;

              (g) Legal and other fees, leasing commissions, advertising
expenses and other costs incurred exclusively in connection with the leasing
of the Project;

              (h) Costs attributable to enforcing leases against other
tenants in the Project, such as attorneys' fees, court costs, adverse
judgments and similar expenses;

              (i) Depreciation on maintenance or operating equipment if and
to the extent that the replacement cost thereof is or has previously been
included within Operating Expenses;

              (j) Reserve funds for expenses anticipated to be incurred in
later calendar years;

              (k) Any interest or principal payments on financing secured by
a deed of trust or mortgage on the Project;

              (l) Costs associated exclusively with the operation of the
business of the entity which constitutes Landlord which are not directly
related to the operation of the Project and which relate to the following:
the formation of the entity which constitutes Landlord, the internal
accounting and legal matters which relate exclusively to preparation of the
tax returns and financial statements of such entity, together with the
gathering of data therefor, the cost of defending any lawsuits with any
mortgage (except as the actions of Tenant may be an issue); the costs of
selling, syndication, financing, mortgaging or hypothecating any of
Landlord's interest in the real property and improvements constituting the
Project; and the costs of any dispute between Landlord and any employee to
the extent that the other costs attributable to the


                                     6




<PAGE>

employment of such employee are not permitted to be included within Operating
Expenses pursuant to this Lease; and

               (m) The cost of inspecting, monitoring and remediating
Hazardous Materials brought onto the Project by Landlord or its employees or
agents;

          In the case of any Operating Expense that is a capital expenditure
in accordance with generally accepted accounting principles for the office
building industry, the amount payable by Tenant under this Lease in respect of
such expenditure shall be determined by amortizing the expenditure over a
useful life determined by Landlord in accordance with such accounting
principles, and Landlord may include a provision for interest on the
remaining unamortized balance.

     4.2  BASE RENT. During the Lease Term, Tenant shall pay to Landlord as
rental for the Premises the Base Rent described in Section 1.12 above,
subject to the following adjustments (herein called the "Rent Adjustments").
During each calendar year subsequent to the Base Year, the Base Rent payable
by Tenant to Landlord shall be increased by (collectively, the "Tax and
Operating Expense Adjustment"): (i) Tenant's Percentage Share of the total
dollar increase, if any, in Property Taxes paid or incurred by Landlord
during such year over Property Taxes for the Base Year, and (ii) Tenant's
Percentage Share of the total dollar increase, if any, in Operating Expenses
paid or incurred by Landlord during such year over Operating Expenses paid or
incurred by Landlord during the Base Year.

     4.3  ADJUSTMENT PROCEDURE; ESTIMATES. The Tax and Operating Expense
Adjustment specified in Section 4.2 shall be determined and paid as follows:

          (A)  During each calendar year subsequent to the Base Year,
Landlord shall give Tenant written notice of its estimate of any increased
amounts payable under Section 4.2 for that calendar year. On or before the
first day of each calendar month during the calendar year. Tenant shall pay
to Landlord one-twelfth (1/12th) of such estimated amounts, provided,
however, that, not more often than quarterly, Landlord may, by written notice
to Tenant, revise its estimate for such year, and subsequent payments by
Tenant for such year shall be based upon such revised estimate.

          (B)  Within ninety (90) days after the close of each calendar year
or as soon thereafter as is practicable, Landlord shall deliver to Tenant a
statement of that year's actual Property Taxes and Operating Expenses, as
determined and certified by Landlord (the "Landlord's Statement") and such
Landlord's Statement shall be binding upon Landlord and Tenant, except as
provided in Section 4.4 below. If the amount of the actual Tax and Operating
Expenses is more than the estimated payments for such calendar year made by
Tenant, Tenant shall pay the deficiency to Landlord upon receipt of
Landlord's Statement. If the amount of the actual Tax and Operating Expenses
is less than the estimated payments for such calendar year made by Tenant,
any excess shall be credited against Rent (as hereinafter defined) next
payable by Tenant under this Lease or, if the Lease Term has expired, any
excess shall be paid to Tenant. No delay in providing the statement described
in this subparagraph (B) shall act as a waiver of Landlord's right to payment
under Section 4.2.

          (C)  If this Lease shall terminate on a day other than the end of a
calendar year, the amount of the Tax and Operating Expense Adjustment to be paid
pursuant to Section 4.1 that is applicable to the calendar year in which such
termination occurs shall be prorated on the basis of the number of days from
January 1 of the calendar year to the termination date bears to 365. The
termination of this Lease shall not affect the obligations of Landlord and
Tenant pursuant to Section 4.2 to be performed after such termination.

     4.4  REVIEW OF LANDLORD'S STATEMENT.  Provided that Tenant is not then
in default under this Lease and provided further that Tenant strictly
complies with the provisions of this Section 4.4, Tenant shall have the
right, once each calendar year, to reasonably review supporting data for any
portion of a Landlord's Statement that Tenant claims is incorrect, in
accordance with the following procedure:


                                       7




<PAGE>

          (A) Tenant shall, within ten (10) business days after any such
Landlord's Statement is delivered, deliver a written notice to Landlord
specifying the portions of the Landlord's Statement that are claimed to be
incorrect, and Tenant shall simultaneously pay to Landlord all amounts due
from Tenant to Landlord as specified in the Landlord's Statement. Except as
expressly set forth in subsection (C) below, in no event shall Tenant be
entitled to withhold, deduct, or offset any monetary obligation of Tenant to
Landlord under the Lease (including without limitation, Tenant's obligation
to make all payments of Base Rent including the CPI Adjustment, if any, and
all payments of Tenant's Tax and Operating Expense Adjustment) pending the
completion of and regardless of the results of any review of records under
this paragraph. The right of Tenant under this paragraph may only be
exercised once for any Landlord's Statement, and if Tenant fails to meet any
of the above conditions as a prerequisite to the exercise of such right, the
right of Tenant under this paragraph for a particular Landlord's Statement
shall be deemed waived.

          (B) Tenant acknowledges that Landlord may maintain its records for
the Building at Landlord's office, Landlord's attorneys' offices or
Landlord's accountants offices and Tenant agrees that any review of records
under this section shall be at the sole expense of Tenant and shall be
conducted by an independent firm of certified public accountants of national
standing. Tenant acknowledges and agrees that any records reviewed under this
paragraph constitute confidential information of Landlord, which shall not be
disclosed to anyone other than the accountants performing the review and the
principals of Tenant who receive the results of the review. Tenant
acknowledges that Tenant shall not be entitled to review Landlord's financial
statements or tax returns or any leases, operating agreements, reciprocal
easement agreements or other agreements with tenants or occupants of the
Project. The disclosure of such information to any other person, whether or
not caused by the conduct of Tenant, shall constitute a material breach of
this Lease. Landlord, depending on the nature of Tenant's written notice, may
elect to make its records for the Building available to Tenant's accountants
at Landlord's office.

          (C) Any errors disclosed by the review shall be promptly corrected
by Landlord, provided, however, that if Landlord disagrees with any such
claimed errors. Landlord shall have the right to cause another review to be
made by an independent firm of certified public accountants of national
standing. In the event of a disagreement between the two accounting firms,
the review that discloses the least amount of deviation from the Landlord's
Statement shall be deemed to be correct. In the event that the results of the
review of records taking into account, if applicable, the results of any
additional review caused by Landlord reveal that Tenant has overpaid
obligations for a preceding period, the amount of such overpayment shall be
credited against Tenant's subsequent installment obligations to pay the
estimated Tax and Operating Expense Adjustment. In the event that such results
show that Tenant has underpaid its obligations for a preceding period, Tenant
shall be liable for Landlord's accounting fees, and the amount of such
underpayment shall be paid by Tenant to Landlord with the next succeeding
installment obligation of estimated Tax and Operating Expense Adjustment.

     4.5 PAYMENT. Concurrent with the execution hereof, Tenant shall pay
Landlord Base Rent for the first calendar month of the Term. Thereafter, Base
Rent described in Section 1.13, as adjusted as provided in Section 4.2, shall
be payable in advance on the first day of each calendar month, the prepaid Base
Rent for such partial month shall be prorated in the proportion that the
number of days this Lease is in effect during such partial month bears to the
total number of days in the calendar month. All prepaid Base Rent, and all
other amounts payable to Landlord by Tenant pursuant to the provisions of
this Lease, shall be paid to Landlord, without notice, demand, abatement,
deduction or offset, in lawful money of the United States at Landlord's
office in the Building or to such other person or at such other place as
Landlord may designate from time to time by written notice given to Tenant.
No payment by Tenant or receipt by Landlord of a lesser amount than the
correct Rent due hereunder shall be deemed to be other than a payment on
account; nor shall any endorsement or statement on any check or any letter
accompanying any check or payment be deemed to effect or evidence an accord
and satisfaction; and Landlord may accept such check or payment without
prejudice to Landlord's right to recover the balance or pursue any other
remedy in this Lease or at law or in equity provided.

                                       8


<PAGE>

     4.6     LATE CHARGE; INTEREST.  Other remedies for non-payment of rent
notwithstanding, if any Monthly Base Rent payment or of additional rent is
not received by Landlord on or before the 10th day of the month next
following the month in which Tenant was invoiced, a late charge of ten
percent (10%) of such past due amount shall become due and payable in
addition to such amounts owed under this Lease.

     4.7     ADDITIONAL RENTAL.  For purposes of this Lease, all amounts
payable by Tenant to Landlord pursuant to this Lease, whether or not
denominated as such, shall constitute additional rental hereunder. Such
additional rental, together with the Base Rent and Rent Adjustments, shall
sometimes be referred to in this Lease as "Rent."

                                   ARTICLE 5

                               ADDITIONAL TAXES

     In addition to the Base Rent and other charges to be paid by Tenant
hereunder, Tenant shall reimburse Landlord upon demand for any and all taxes
payable by or imposed upon Landlord upon or with respect to: any fixtures or
personal property located in the Premises; any leasehold improvements made
in or to the Premises by or for Tenant; the Rent payable hereunder,
including, without limitation, any gross receipts tax, license fee or excise
tax levied by any governmental authority; the possession, leasing, operation,
management, maintenance, alteration, repair, use or occupancy of any portion
of the Premises (including without limitation any applicable possessory
interest taxes); or this transaction or any document to which Tenant is a
party creating or transferring an interest or an estate in the Premises.

                                   ARTICLE 6

                               SECURITY DEPOSIT

     Landlord and Tenant acknowledge and agree that Tenant has previously
deposited with Landlord the Security Deposit described in Section 1.16 above.
The Security Deposit is made by Tenant to secure the faithful performance of
all the terms, covenants and conditions of this Lease to be performed by
Tenant. If Tenant shall default with respect to any covenant of provision
hereof, Landlord may use, apply or retain all or any portion of the Security
Deposit to cure such default or to compensate Landlord for any loss or damage
which Landlord may suffer thereby. If Landlord so uses or applies all or any
portion of the Security Deposit, Tenant shall immediately upon written demand
deposit cash with Landlord in an amount sufficient to restore the Security
Deposit to the full amount hereinabove stated. Landlord shall not be required
to keep the Security Deposit separate from its general accounts and Tenant
shall not be entitled to interest on the Security Deposit. Within thirty (30)
days after the expiration of the Lease Term and the vacation of the Premises
by Tenant, the Security Deposit, or such part as has not been applied to cure
the default, shall be returned to Tenant.

                                   ARTICLE 7

                               USE OF PREMISES

     7.1     TENANT'S PERMITTED USE.  Tenant shall use the Premises only for
Tenant's Permitted Use as set forth in Section 1.16 above and shall not use
or permit the Premises to be used for any other purpose. Tenant shall, at its
sole cost and expense, obtain all governmental licenses and permits required
to allow Tenant to conduct Tenant's Permitted Use.

     7.2     COMPLIANCE WITH LAWS AND OTHER REQUIREMENTS.

             (A)     Tenant shall not use the Premises, or permit the
Premises to be used in any manner which: (a) violates any law, ordinance,
regulation or directive of any governmental authority having jurisdiction,
including without limitation any Certificate of Occupancy, or any covenant,
condition or restriction affecting the Building or the Premises; (b) causes
or is reasonably likely to cause damage to the Building or the Premises; (c)
violates a requirement or


                                       9

<PAGE>

condition of any fire and extended insurance policy covering the Building
and/or the Premises, or increases the cost of each policy; (d) constitutes or
is reasonably likely to constitute a nuisance, annoyance or inconvenience to
other tenants or occupants of the Project or interferes with the use and
occupancy of any portion of the Project for other tenants or occupants; (e)
impairs or is reasonably likely to impair the proper maintenance, operation
or repair of the Project or its equipment, facilities or systems; (f)
interferes with, or is reasonably likely to interfere with, the transmission
or reception of microwave, television, radio, telephone, or other
communication signals by antennae or other facilities located in the Project;
or (g) violates the Rules and Regulations described in Article 20.

     (B) In addition to any other amounts payable by Tenant to Landlord
hereunder, Tenant shall pay to Landlord, as when billed by Landlord and as
additional rent, Tenant's Percentage Share of the cost of any improvements,
capital expenditures, repairs or replacements to the Building, or any
equipment or machinery used in connection with the Building, if any such item
is required under governmental laws, regulations, ordinances, or
interpretations thereof; however, any such costs that are properly charged to
a capital account shall not be payable in a single year but instead shall be
amortized over their useful lives, as determined by the Landlord in accordance
with generally accepted accounting practices, and only the annual
amortization amount (prorated based on the number of days of the Lease term
in the calendar year) shall be payable by Tenant with respect to any calendar
year.

     (C) COMPLIANCE WITH ADA REQUIREMENTS. Without limiting the generality
of the foregoing, Tenant shall promptly comply with all requirements of the
American with Disabilities Act and the regulations promulgated thereunder in
effect from time to time ("ADA Requirements").

          Tenant shall have exclusive responsibility for compliance with ADA
Requirements pertaining to the interior of the Premises, including for the
design and construction of the access thereto and egress therefrom. Landlord
shall have responsibility for compliance with ADA Requirements which affect
the common areas of the Building, subject to Tenant's obligations to pay for
its share of the expense of such compliance pursuant to Article 4 of this
Lease. Tenant shall comply promptly with any direction of any governmental
authority having jurisdiction which imposes any duty upon Tenant or Landlord
with respect to Premises or with respect to the use or occupation thereof,
and Tenant agrees to furnish Landlord with a copy of any such direction
promptly after receipt of the same. In addition, Tenant shall comply with
any reasonable plan adopted by Landlord which is designed to fulfill the
requirements of any Laws, including ADA Requirements.

          Should compliance by Tenant with this Paragraph require Landlord's
consent pursuant to Article 10, Tenant shall promptly seek such consent,
provide the assurances and documents required by said Article and, following
receipt of such consent, promptly comply with the provisions of such Article
and this Paragraph.

          If Tenant fails to comply as required in this Paragraph, after
notice to Tenant, Landlord may comply of cause compliance, in which case
Tenant shall reimburse Landlord upon demand for Landlord's costs incurred in
connection therewith.

     7.3  HAZARDOUS MATERIALS.

          (A) No Hazardous Materials, as defined herein, shall be Handled, as
also defined herein, upon, about, above or beneath the Premises or any
portion of the Project by or on behalf of Tenant, its subtenants or its
assignees, or their respective contractors, clients, officers, directors,
employees, agents, or invitees. Any such Hazardous Materials so Handled shall
be known as Tenant's Hazardous Materials. Notwithstanding the foregoing,
normal quantities of those Hazardous Materials customarily used in the
conduct of general administrative and executive office activities (e.g.,
copier fluids and cleaning supplies) may be used and stored at the Premises
without Landlord's prior written consent, but only in compliance with all
applicable Environmental Laws, as defined herein.

                                      10


<PAGE>

     (B) Notwithstanding the obligation of Tenant to indemnify Landlord
pursuant to this Lease, Tenant shall, at its sole cost and expense, promptly
take all actions required by any federal, state or local governmental agency
or political subdivision, or necessary for Landlord to make full economic
use of the Premises or any portion of the Project, which requirements or
necessity arises from the Handling of Tenant's Hazardous Materials upon,
about, above or beneath the Premises or any portion of the Project. Such
actions shall include, but not be limited to, the investigation of the
environmental condition of the Premises or any portion of the Building, the
preparation of any feasibility studies or reports and the performance of any
cleanup, remedial, removal or restoration work. Tenant shall take all actions
necessary to restore the Premises or any portion of the Building to the
condition existing prior to the introduction of Tenant's Hazardous Materials,
notwithstanding any less stringent standards or remediation allowable under
applicable Environmental Laws. Tenant shall nevertheless obtain Landlord's
written approval prior to undertaking any actions required by this Section,
which approval shall not be unreasonably withheld so long as such actions
would not potentially have a material adverse long-term or short-term effect
on the Premises or any portion of the Project.

     (C) "Environmental Laws" means and includes all now and hereafter
existing statutes, laws, ordinances, codes, regulations, rules, rulings,
orders, decrees, directives, policies and requirements by any federal, state
or local governmental authority regulating, relating to, or imposing
liability or standards of conduct concerning public health and safety or the
environment.

     (D) "Hazardous Materials" means: (a) any material or substance: (i)
which is defined or becomes defined as a "hazardous substance," "hazardous
waste," "infectious waste," "chemical mixture or substance," or "air
pollutant" under Environmental Laws; (ii) containing petroleum, crude oil or
any fraction thereof which is liquid at standard conditions of temperature
and pressure; (iii) containing polychlorinated biphenyls (PCB's); (iv)
containing asbestos; (v) which is radioactive, or (b) any other pollutant or
contaminant or hazardous, toxic, flammable or dangerous chemical, waste,
material or substance, as all such terms are used in their broadest sense,
and defined, regulated or become regulated by Environmental Laws, or which
cause a nuisance upon or waste to the Premises or any portion of the Building.

     (E) "Handle," "Handled," or "Handling" shall mean any installation,
handling, generation, storage, treatment, use, disposal, discharge, release,
manufacture, refinement, presence, migration, emission, abatement, removal,
transportation, or any other activity of any type in connection with or
involving Hazardous Materials.

                                   ARTICLE 8

                            UTILITIES AND SERVICES

     8.1 BUILDING SERVICES. As long as Tenant is not in default under this
Lease, Landlord agrees to furnish or cause to be furnished to the Premises
the following utilities and services, subject to the conditions and standards
set forth herein:

         (A) During Business Hours, non-attended automatic elevator service,
Monday through Friday.

         (B) During Business Hours, Monday through Friday, such air
conditioning, heating and ventilation as, in Landlord's judgment, are
required for the comfortable use and occupancy of the Premises; provided,
however, that if Tenant shall require heating, ventilation or air conditioning
in excess of that which Landlord shall be required to provide hereunder,
Landlord shall provide such heating, ventilation or air conditioning upon
Tenant's written request made at least three (3) hours before Tenant desires
to use heating, ventilation or air conditioning outside Business Hours on a
Monday through Friday and at least five (5) hours before the end of Business
Hours on the last week day that is not a holiday before Tenant desires to use
such heating, ventilation or air conditioning on a Saturday, Sunday or
holiday. Within ten (10) days of receiving an invoice therefor, Tenant shall
pay Landlord Landlord's established rates per hour, per Building for the use
of overtime heating, ventilation or air conditioning, which rates may be
adjusted from time to time, which rates shall reflect Landlord's actual cost
of providing such

                                       11


<PAGE>

utilities, with no profit to Landlord.

          (C)  At all reasonable times, electric current as required for
building standard lighting and fractional horsepower office machines;
provided, however, that: (i) without Landlord's consent, Tenant shall not
install, or permit the installation, in the Premises of any computers, word
processors, electronic data processing equipment or other type of equipment
or machines which will increase Tenant's use of electric current in excess of
that which Landlord is obligated to provide hereunder (provided, however,
that the foregoing shall not preclude the use of personal computers or
similar office equipment); (ii) if Tenant shall require electric current
which may disrupt the provision of electrical service to other tenants,
Landlord may condition its consent upon Tenant's payment of the cost of
installing and providing any additional facilities required to furnish such
excess power to the Premises and upon the installation in the Premises of
electric current meters to measure the amount of electric current consumed,
in which latter event Tenant shall pay for the cost of such meter(s) and the
cost of installation, maintenance and repair thereof, as well as for all
excess electric current consumed at the rates charged by the applicable local
public utility, plus a reasonable amount to cover the additional expenses
incurred by Landlord in keeping account of the electric current so consumed;
and (iii) if Tenant's increased electrical requirements will materially
affect the temperature level in the Premises or the Building, Landlord's
consent may be conditioned upon Tenant's requirement to pay such amounts as
will be incurred by Landlord to install and operate any machinery or
equipment necessary to restore the temperature level to that otherwise
required to be provided by Landlord, including but not limited to the cost of
modifications to the air conditioning system. Landlord shall not, in any way,
be liable or responsible to Tenant for any loss or damage or expense which
Tenant may incur or sustain if, for any reasons beyond Landlord's control,
either the quantity or character of electric service is changed or is no
longer available or suitable for Tenant's requirements. Tenant covenants that
at all times its use of electric current shall never exceed the capacity of
the feeders, risers or electrical installations of the Building. Landlord
shall provide at Landlord's cost no more than 5.0 Watts per useable square
foot of floor area of the Premises per Business Hour for both lighting and
power, and Landlord shall provide additional power to the Premises, as
needed, subject to the restrictions set forth above, at Tenant's sole cost
and expense pursuant to the provisions set forth below. A submeter on the
second floor Building 656 measures Tenant's electrical usage in a portion of
the Premises. The parties agree that Tenant's electrical usage each month per
Watt per useable square foot of floor area of the Premises per Business Hour
shall be deemed to be the total Watts used in the submetered portion of the
Premises during such month (as measured by the submeter) divided by the total
number of Business Hours during such month divided by the number of usable
square feet of floor area in the submetered portion of the Premises (the
"Actual Watts Used"). In the event the Actual Watts Used exceeds 5.0 Watts,
Tenant shall pay to Landlord each month within ten (10) days after receiving a
bill therefor the difference between the Actual Watts Used and 5.0 Watts
multiplied by the price charged per Watt per hour by the applicable local
electric utility used by Landlord in the Project multiplied by the number of
Business Hours in the applicable month multiplied by the total number of
usable square feet of floor area of the Premises. If submetering of
electricity in the Building will not be permitted under future laws or
regulations, the Rent will then be equitably and periodically adjusted to
include an additional payment to Landlord reflecting the cost to Landlord for
furnishing electricity to Tenant in the Premises.

          (D)  Water for drinking and rest room purposes.

          (E)  Reasonable janitorial and cleaning services, provided that the
Premises are used exclusively for office purposes and are kept reasonably in
order by Tenant. If the Premises are not used exclusively as offices, or if
the Tenant elects and Landlord consents, the Premises shall be kept clean and
in order by Tenant, at Tenant's expense, to the reasonable satisfaction of
Landlord and by persons approved by Landlord; and, in all events, Tenant
shall pay to Landlord the cost of removal of Tenant's refuse and rubbish, to
the extent that the same exceeds the refuse and rubbish attendant to normal
office usage.

     Any amounts which Tenant is required to pay to Landlord pursuant to this
Section 8.1 shall be payable upon demand by Landlord and shall constitute
additional rent.


                                      12



<PAGE>

     8.2 INTERRUPTION OF SERVICES. Landlord shall not be liable for any
failure to furnish, stoppage of, or interruption in furnishing any of the
services or utilities described in Section 8.1, and, in such event, Tenant
shall not be entitled to any damages nor shall any failure or interruption
abate or suspend Tenant's obligation to pay Base Rent and additional rent
required under this Lease or constitute or be construed as a constructive or
other eviction of Tenant. Further, in the event any governmental authority or
public utility promulgates or revises any law, ordinance, rule or regulation,
or issues mandatory controls or voluntary controls relating to the use or
conservation of energy, water, gas, light or electricity, the reduction of
automobile or other emissions, or the provision of any other utility or
service, Landlord may take any reasonably appropriate action to comply with
such law, ordinance, rule, regulation, mandatory control or voluntary
guideline without affecting Tenant's obligations hereunder. If utilities
provided by Landlord are interrupted for a period of more than three
consecutive days and such interruption is due to Landlord's fault or the
failure of equipment under Landlord's control, and if the Premises are
thereby rendered untenantable for the use intended, then during the period of
utility interruption, the Base Rental payable hereunder shall be abated, and
Tenant shall not be required to pay any charge for utilities provided by
Landlord.

                                    ARTICLE 9

                              MAINTENANCE AND REPAIRS

    9.1 LANDLORD REPAIRS. Landlord shall not be required to make any
improvements, replacements or repairs of any kind or character to the Premises
during the Term of this Lease except as are set forth in this Section.
Landlord shall maintain only the roof, the mechanical equipment of the
Building, lighting, HVAC, foundation, parking, Common Areas, the structural
soundness of the load bearing, exterior walls and exterior glass. In
addition, Landlord shall repair and maintain interior, load bearing walls to
the extent that the need for such repair or maintenance is not caused by
Tenant's negligent or willful act or omission or an alteration to the
Premises made by Tenant. Notwithstanding anything to the contrary contained
herein. Landlord shall have no responsibility to maintain, repair or replace
any heating, ventilation and air conditioning units in the Premises
installed at any time by Tenant at Tenant's sole cost and expense ("Tenant's
HVAC"). Landlord's cost of maintaining and repairing the items set forth in
this Section are subject to the additional Rent provisions in Section 4.1(C).
Landlord shall not be liable to Tenant, except as expressly provided in this
Lease, for any damage or inconvenience, and Tenant shall not be entitled to
any damages nor to any abatement or reduction of Rent by reason of any
repairs, alterations or additions made by Landlord under this Lease. Except
for Landlord's obligations under this Section, it is intended by the parties
that Landlord shall have no obligation, in any manner whatsoever, to repair
and maintain the Premises, nor the Project, nor the equipment therein,
whether structural or non-structural, all of which obligations are intended
to be Tenant's obligations under this Lease. Tenant expressly waives the
benefit of any statute now or hereinafter in effect which would otherwise
afford 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.

     9.2 TENANT REPAIRS. Tenant, at its own cost and expense, shall maintain
the Premises in a good condition (except for the items that are the
responsibility of Landlord under Section 9.1). Without limiting the
generality of the foregoing, Tenant shall maintain and keep in good repair
(including replacement when necessary): (a) the interior of the Premises,
including walls (except as set forth in Section 9.1 above), floors and
ceilings; (b) all interior windows and doors, including frames, glass,
skylights, molding and hardware; (c) all wires and plumbing within the
Premises which serve the Premises (as distinguished from those serving the
Building generally); (d) all signs, air conditioning and heating equipment,
including Tenant's HVAC, mechanical doors and other mechanical equipment
situated on or in the Premises or serving the Premises (as distinguished
from those serving the Property generally); and (e) those utility
facilities that are not Landlord's responsibility hereunder. Tenant shall
further make all other repairs to the Premises made necessary by Tenant's
failure to comply with its obligations under this Section. All fixtures
installed by Tenant shall be new or shall have been completely and recently
reconditioned.


                                       13


<PAGE>

     9.3   REQUEST FOR REPAIRS.  All requests for repairs or maintenance that
are the responsibility of the Landlord pursuant to any provision of this
Lease must be made in writing to Landlord at the address in Section 1.8.

     9.4   TENANT DAMAGES.  Tenant, its agents, invitees or representatives
shall not cause any damage to be committed on any portion of the Premises or
Project, and at the expiration or earlier termination of this Lease, by lapse
of time or otherwise. Tenant shall deliver the Premises to Landlord in as
good condition as existed at the Commencement Date of this Lease, ordinary
wear and tear excepted. The cost and expense of any repairs necessary to
restore the condition of the Premises shall be borne by Tenant.
Notwithstanding anything to the contrary contained herein, Tenant shall leave
all electrical distribution systems, lighting fixtures, space heaters, air
conditioning, plumbing and other power systems upon the Premises in good
operating condition. In the event Tenant fails to perform Tenant's
obligations of repairs and maintenance under this Section, Landlord may at
its option, but shall not be required to, enter upon the Premises after ten
(10) days prior written notice to Tenant (except in case of an emergency, in
which case no notice shall be required), to perform such obligations on
Tenant's behalf and to place the Premises in good order, condition and
repair, and Tenant shall pay the cost thereof, together with any interest
thereon at the maximum rate allowed by law, as Additional Rent to Landlord.

     9.5   LANDLORD'S RIGHTS.  Landlord and its contractors shall have the
right, at all reasonable times, to enter upon the Premises to make any
repairs to the Premises or the Building reasonably required or deemed
reasonably necessary by Landlord and to erect such equipment, including
scaffolding, as is reasonably necessary to effect such repairs. Provided
Landlord shall first provide Tenant with 24 hours prior notification; except
when such notification is not required in cases involving and emergency
situation.

                                      ARTICLE 10

                         ALTERATIONS, ADDITIONS AND IMPROVEMENTS

     10.1  LANDLORD'S CONSENT; CONDITIONS.  Tenant shall not make or permit to
be made any alterations, additions, or improvements in or to the Premises
("Alterations") without the prior written consent of Landlord. Landlord may
impose as a condition to such consent such requirements as Landlord in its
sole discretion deems necessary or desirable including without limitation;
Tenant's submission to Landlord, for Landlord's prior written approval, of
all plans and specifications relating to the Alterations; Landlord's prior
written approval of the time or times when the Alterations are to be
performed; Landlord's prior written approval of the contractors and
subcontractors performing work in connection with the Alterations; Tenant's
receipt of all necessary permits and approvals from all governmental
authorities having jurisdiction prior to the construction of the Alterations;
Tenant's written notice of whether the Alterations include the Handling of
any Hazardous Materials, pursuant to Section 7.3; Tenant's delivery to
Landlord of such bonds and insurance as Landlord shall reasonably require;
and Tenant's payment to Landlord of all costs and expenses incurred by
Landlord because of Tenant's Alterations, including but not limited to costs
incurred in reviewing the plans and specifications for, and the progress of,
the Alterations.

     10.2  PERFORMANCE OF ALTERATIONS WORK.  All work relating to the
Alterations shall be performed in compliance with the plans and
specifications approved by Landlord, all applicable laws, ordinances, rules,
regulations and directives of all governmental authorities having
jurisdiction (including without limitation Title 24 of the California Code of
Regulations) and the requirements of all carriers of insurance on the
Premises and the Project, the Board of Underwriters, Fire Rating Bureau, or
similar organization. All work shall be performed in a diligent, first class
manner and so as not to unreasonably interfere with any other tenants or
occupants of the Project. All costs incurred by Landlord relating to the
Alterations shall be payable to Landlord by Tenant as additional rent upon
demand.

     10.3  LIENS.  Tenant shall pay when due all costs for work performed and
materials supplied to the Premises. Tenant shall keep Landlord, the Premises
and the Project free from all liens, stop notices and violation notices
relating to the Alterations or any other work performed


                                       14



<PAGE>

for, materials furnished to or obligations incurred by Tenant and Tenant
shall protect, indemnify, hold harmless and defend Landlord, the Premises and
the Project of and from any and all loss, cost, damage, liability and
expense, including attorneys' fees, arising out of or related to any such
liens or notices. Further, Tenant shall give Landlord not less than seven (7)
business days prior written notice before commencing any Alterations in or
about the Premises to permit Landlord to post appropriate notices of
non-responsibility. Tenant shall secure, at Tenant's sole expense, a
completion and payments bond satisfactory to Landlord for such work, and
during the progress of such work, Tenant shall, upon Landlord's request,
furnish Landlord with sworn contractor's statements and lien waivers covering
all work theretofore performed. Tenant shall satisfy or otherwise discharge
all liens, stop notices or other claims or encumbrances within ten (10) days
after Landlord notifies Tenant in writing that any such lien, stop notice,
claim or encumbrance has been filed. If Tenant fails to pay and remove such
lien, claim or encumbrance within such ten (10) days. Landlord, at its
election, may pay and satisfy the same and in such event the sums so paid by
Landlord, with interest from the date of payment at the rate set forth in
Section 4.6 hereof for amounts owed Landlord by Tenant shall be deemed to be
additional rent due and payable by Tenant at once without notice or demand.

     10.4  LEASE TERMINATION. Except as provided in this section, upon
expiration or termination of this Lease Tenant shall surrender the Premises
to Landlord in the same condition as when received, subject to reasonable
wear and tear. All Alterations (excluding Tenant's HVAC) shall become a part
of the Premises and shall become the property of Landlord upon the expiration
or earlier termination of this Lease, unless Landlord shall, by written
notice given to Tenant, require Tenant to remove some or all of Tenant's
Alterations, in which event Tenant shall promptly remove the designated
Alterations and shall promptly repair any resulting damage, all at Tenant's
sole expense. Notwithstanding the foregoing or anything to the contrary
contained herein, Tenant shall not be required to remove, at the expiration
or sooner termination of this Lease, any alterations made by Tenant to the
Premises prior to the Commencement Date of this Lease. All business and trade
fixtures, machinery and equipment, furniture, movable partitions and items of
personal property owned by Tenant or installed by Tenant at its expense in
the Premises including, but not limited to Tenant's HVAC, shall be and remain
the property of Tenant; upon the expiration or sooner termination of this
Lease, Tenant shall, at its sole expense, remove all such items and repair
any damage to the Premises or the Building caused by such removal. If Tenant
fails to remove any such items or repair such damage promptly after the
expiration or sooner termination of the Lease, Landlord may, but need not, do
so with no liability to Tenant, and Tenant shall pay Landlord the cost
thereof upon demand.

                                  ARTICLE II

                        INDEMNIFICATION AND INSURANCE

     11.1  INDEMNIFICATION. Tenant and Tenant's officers and directors agree
to protect, indemnify, hold harmless and defend Landlord and any mortgagee or
ground lessor, and each of their respective partners, directors, officers,
agents and employees, successors and assigns, regardless of any negligence
imputed to any indemnitee from and against:

           (A)  any and all loss, cost, damage, liability or expense as
incurred (including but not limited to attorneys' fees and legal costs)
arising out of or related to any claim, suit or judgment brought by or in
favor of any person or persons for damage, loss or expense due to but not
limited to, bodily injury, including death, or property damage sustained by
such person or persons which arises out of, is occasioned by or is in any way
attributable to the use or occupancy of the Premises or any portion of the
Project by Tenant or the acts or omissions of Tenant or its agents,
employees, contractors, clients, invitees or subtenants except that caused by
the sole gross negligence of Landlord or its agents or employees. Such loss
or damage shall include, but not be limited to, any injury or damage to, or
death of, Landlord's employees or agents or damage to the Premises or any
portion of the Project.

           (B)  any and all environmental damages which arise from: (i) the
Handling of any Tenant's Hazardous Materials, as defined pursuant to
Section 7.3 or (ii) the breach of any of the provisions of this Lease. For
the purpose of this Lease, "environmental damages" shall


                                      15



<PAGE>

mean (a) all claims, judgments, damages, penalties, fines, costs,
liabilities, and losses (including without limitation, diminution in the
value of the Premises or any portion of the Building, damages for the loss of
or restriction on use of rentable or usable space or of any amenity of the
Premises or any portion of the Building, and from any adverse impact of
Landlord's marketing of space); (b) all reasonable sums paid for settlement
of claims, attorneys' fees, consultants' fees and experts' fees; and (c) all
costs incurred by Landlord in connection with investigation or remediation
relating to the Handling of Tenant's Hazardous Materials, whether or not
required by Environmental Laws, necessary for Landlord to make full economic
use of the Premises or any portion of the Building, or otherwise required
under this Lease. To the extent that Landlord is strictly liable under any
Environmental Laws, Tenant's obligation to Landlord and the other
indemnities under the foregoing indemnification shall likewise be without
regard to fault on Tenant's part with respect to the violation of any
Environmental Law which results in liability to the indemnitee.  Tenant's
obligations and liabilities pursuant to this Section 11.1 shall survive the
expiration or earlier termination of this Lease.

          Tenant shall not be liable for any damage or liability of any kind
or for any injury to or death of persons arising in the Common Areas if
caused by or resulting from any negligent or willful act or omission of
Landlord or its employees or agents, and Landlords shall indemnify, defend,
protect and save Tenant harmless from all losses, costs, damages, claims and
liability whatsoever on account of any such damage or injury; provided,
however, that Landlord's obligation to indemnify and hold harmless Tenant
pursuant to the foregoing provisions is made for the purpose of providing any
benefit from time to time available to Tenant under policies of insurance
carried by Landlord, and further provided that the foregoing provisions shall
in no event require Landlord to provide any defense to Tenant or pay any sum
to or on behalf of Tenant in addition to that which may be provided and paid
pursuant to such policies of insurance as may be carried by Landlord from
time to time.

          Tenant shall not be liable for any damage or liability of any kind
for any and all environmental damages which arise from the Handling of any
Hazardous Materials, as defined pursuant to Section 7.3, by Landlord or its
employees or agents after the date of this Lease, and Landlord shall
indemnify, defend, protect and save Tenant harmless from all losses, costs,
damages, claims and liability whatsoever on account of any such damage.

     11.2 PROPERTY INSURANCE.

          (A)  At all times during the Lease Term, Tenant shall procure and
maintain, at its sole expense, "all-risk" property insurance, in an amount
not less than on hundred percent (100%) of the replacement cost covering (a)
all leasehold improvements in and to the Premises which are made at the
expense of Tenant; and (b) Tenant's trade fixtures, equipment and other
personal property from time to time situated in the Premises.  The proceeds
of such insurance shall be used for the repair or replacement of the property
so insured, except that if not so applied or if this Lease is terminated
following a casualty, the proceeds applicable to the leasehold improvements
shall be paid to Landlord and the proceeds applicable to Tenant's personal
property shall be paid to Tenant.

          (B)  At all times during the Lease Term, Tenant shall procure and
maintain business interruption insurance in such amount as will reimburse
Tenant for direct or indirect loss of earnings attributable to all perils
insured against in Section 11.2(A).

     11.3 LIABILITY INSURANCE.

          (A)  At all times during the Lease Term, Tenant shall procure and
maintain, at its sole expense, general liability insurance applying to the
use and occupancy of the Premises and the business operated by Tenant.  Such
insurance shall have a minimum combined single limit of liability of at least
$1,000,000 per occurrence and a general aggregate limit of $2,000,000.  All
such policies shall be written to apply to all bodily injury, property
damage, personal injury losses and shall be endorsed to include Landlord and
its agents, beneficiaries, partners, employees, and any deed of trust holder
or mortgagee of Landlord or any ground lessor as additional insureds.  Such
liability insurance shall be primary and not excess or contributing to any
other

                                       16



<PAGE>


insurance as may be available to the additional insureds.

          (B) Prior to the sale, storage, use or giving away of alcoholic
beverages on or from the Premises by Tenant or another person, Tenant, at its
own expense, shall obtain a policy or policies of insurance issued by a
responsible insurance company and in a form acceptable to Landlord saving
harmless and protecting Landlord and the Premises against any and all
damages, claims, liens, judgments, expenses and costs arising under any
present or future law, statute, or ordinance of the State of California or
other governmental authority having jurisdiction of the Premises, by reason
of any storage, sale, use or giving away of alcoholic beverages on or from
the Premises. Such policy or policies of insurance shall have a minimum
combined single limit of $2 million per occurrence and shall apply to bodily
injury, fatal or nonfatal; injury to means of support; and injury to property
of any person. Such policy or policies of insurance shall name the Landlord
and its agents, beneficiaries, partners, employees and any mortgagee of
Landlord or any ground lessor of Landlord as additional insureds.

     11.4 WORKERS' COMPENSATION INSURANCE. At all times during the Lease Term,
Tenant shall procure and maintain Workers' Compensation Insurance in
accordance with the laws of the State of California, and Employer's Liability
insurance with a limit not less than $1,000,000 Bodily Injury Each Accident;
$1,000,000 Bodily Injury By Disease -- Each Person; and $1,000,000 Bodily
Injury to Disease -- Policy Limit.

     11.5 POLICY REQUIREMENTS. All insurance required to be maintained by
Tenant shall be issued by insurance companies authorized to do insurance
business in the State of California and rated not less than A-VII in Best's
Insurance Guide. A certificate of insurance (or, at Landlord's option, copies
of the applicable policies) evidencing the insurance required under this
Article shall be delivered to Landlord not less than five (5) days prior to
the Commencement Date. No such policy shall be subject to cancellation or
modification without thirty (30) days prior written notice to Landlord and to
any deed of trust holder, mortgagee or ground lessor designated by Landlord
to Tenant. Tenant shall furnish Landlord with a replacement certificate with
respect to any insurance not less than thirty (30) days prior to the
expiration of the current policy. Tenant shall have the right to provide the
insurance required by this Article pursuant to blanket policies, but only if
such blanket policies expressly provide coverage to the Premises and the
Landlord as required by this Lease.

     11.6 WAIVER OF SUBROGATION. Notwithstanding anything to the contrary
contained in this Lease, Landlord and Tenant hereby waive any rights each may
have against the other, on account of any loss or damage occasioned to
Landlord or Tenant, as the case may be, or their respective property, the
Premises, its contents or to the other portions of the Project, arising from
any risk which is covered by the property insurance actually maintained by
the other party or, if not covered, which the other party is obligated to
insure or self-insure under this Lease; and the parties each, on behalf of
their respective insurance companies insuring the property of either Landlord
or Tenant against any such loss, waive any right of subrogation that it may
have against Landlord or Tenant, as the case may be without regard to the
negligence of the party being so released. The foregoing waivers of
subrogation shall be operative only so long as available in the State where
the Project is situated and provided further that no such policy is
invalidated thereby.

     11.7 FAILURE TO INSURE. If Tenant fails to maintain any insurance which
Tenant is required to maintain pursuant to this Article, Tenant shall be
liable to Landlord for any loss or cost resulting from such failure to
maintain. Landlord shall have the right, in its sole discretion, to procure
and maintain such insurance which Tenant is required to maintain hereunder
and the cost thereof shall be deemed additional rent due and payable by
Tenant. Tenant may not self-insure against any risks required to be covered
by insurance without Landlord's prior written consent.

                                       17













<PAGE>

                                     ARTICLE 12

                                   DAMAGE OR DESTRUCTION

    12.1 DAMAGE. In the event of a casualty to the Project, the following
shall apply:

    12.2 RECONSTRUCTION. If the Premises are damaged or destroyed during the
term by a casualty typically covered by "all-risk" insurance, Landlord shall,
to the extent that insurance proceeds are available therefor and are not
applied by any lender against payment of any existing loan on the Project,
except as hereinafter provided, diligently repair or rebuild them to
substantially the same condition in which they existed immediately prior to
such damage or destruction.

    12.3 RENT ABATEMENT. The Base Rent shall be abated from the date of the
damage or destruction in the same proportion that the rentable area of the
portion of the Premises which is unusable by Tenant bears to the total
rentable area of the Premises.

    12.4 EXCESSIVE DAMAGE OR DESTRUCTION. Notwithstanding whether the
Premises have been damaged or destroyed, if any of the Buildings are damaged
or destroyed to the extent that Landlord determines that they cannot, with
reasonable diligence, be fully repaired or restored by Landlord within ninety
(90) days after the date of the damage or destruction, Landlord may terminate
this Lease. Notwithstanding whether the Premises have been damaged or
destroyed, Landlord shall determine whether any of the Buildings damaged or
destroyed can be fully repaired or restored within the ninety (90) day
period, and Landlord's reasonable determination shall be binding upon Tenant.
Landlord shall notify Tenant of its determination, in writing, within forty
five (45) days after the date of the damage or destruction. If Landlord
reasonably determines that any of the Buildings damaged or destroyed can be
fully repaired or restored within the ninety (90) day period, this Lease
shall remain in force and effect and Landlord shall diligently repair and
restore the damage as soon as reasonably possible. If Landlord is required to
or elects to restore the Premises but Landlord reasonably estimates that such
restoration may require more than one hundred eighty (180) days, then Tenant
may terminate Lease upon written notice to Landlord given within fifteen (15)
days following Landlord's notice of the estimated time for restoration.

    12.5 UNINSURED CASUALTY. Notwithstanding anything contained herein to
the contrary, in the event of damage to or destruction of all or any portion
of the Buildings, which damage is not fully covered by the insurance policies
required hereinabove, Landlord may terminate this Lease by written notice to
Tenant, given within 45 days after the date of notice to Landlord that said
damage or destruction is not so covered.

    12.6 WAIVER. With respect to any destruction to which Landlord is
obligated to repair or may elect to repair under the terms of this Article,
Tenant hereby waives all rights to terminate this Lease pursuant to rights
otherwise presently or hereafter accorded by law to Tenant including, but not
limited to, Sections 1932 and 1933 of the California Civil Code.

    12.7 EXCEPTION TO LANDLORD'S OBLIGATIONS. Notwithstanding anything to the
contrary contained in this Article, Landlord shall have no obligation to
repair the Premises if either (a) the Building is so damaged as to require
repairs to the Building exceeding 20% of the full insurable value of the
Building; or (b) Landlord elects to demolish the Building; or (c) the damage
or destruction occurs less than one year prior to the Expiration Date,
exclusive of any option periods. Further, Tenant's rent shall not be abated
if either (i) the damage or destruction is repaired within five (5) business
days after Landlord receives written notice of Tenant of the casualty, or
(ii) Tenant, or any officers, partners, employees, agents or invitees of
Tenant, or any assignee or subtenant of Tenant is, in whole or in part,
responsible for the damage or destruction.



                                      18




<PAGE>

                                  ARTICLE 13

                                 CONDEMNATION

     13.1     TAKING. If the entire Premises or so much of the Premises as
to render the balance unusable by Tenant shall be taken by condemnation, sale
in lieu of condemnation or in any other manner for any public or quasi-public
purpose (collectively "Condemnation"), this Lease shall terminate on the date
that title or possession to the Premises is taken by the condemning authority,
whichever is earlier.

     13.2     AWARD. In the event of any Condemnation, the entire award for
such taking shall belong to Landlord, except that Tenant shall be entitled to
independently pursue a separate award relating to the loss of, or damage to,
Tenant's personal property and trade fixtures and Tenant's moving costs
directly associated with the taking.  Tenant shall have no claim against
Landlord or the award for the value of any unexpired term of this Lease or
otherwise.

     13.3     TEMPORARY TAKING. No temporary taking of the Premises shall
terminate this Lease or entitle Tenant to any abatement of the Rent payable
to Landlord under this Lease; provided, further, that any award for such
temporary taking shall belong to Tenant to the extent that the award applies
to any time period during the Lease Term and to Landlord to the extent that
the award applies to any time period outside the Lease Term.


                                  ARTICLE 14

                              LANDLORD'S OPTION

[Intentionally Omitted.]



                                  ARTICLE 15

                           ASSIGNMENT AND SUBLETTING

     15.1     RESTRICTION.  Without the prior written consent of Landlord
which consent shall not be unreasonably withheld or delayed, Tenant shall
not, either voluntarily or by operation of law, assign, encumber, or
otherwise transfer this Lease or any interest herein, or sublet the Premises
or any part thereof, or permit the Premises to be occupied by anyone other
than Tenant or Tenant's employees.  An assignment, subletting or other action
in violation of the foregoing shall be void and, at Landlord's option, shall
constitute a material breach of this Lease.  For purposes of this Section, an
assignment shall not include any transfer of any interest in this Lease or
the Premises by Tenant pursuant to a merger, division, consolidation,
liquidation or stock or asset sale, or pursuant to a change in ownership of
Tenant involving a transfer of voting control in Tenant (whether by transfer
of partnership or other beneficial, corporate stock or otherwise), unless
such transaction conflicts with the rights of other occupants of the Project.
Notwithstanding anything contained in this Article to the contrary, Tenant
expressly covenants and agrees not to enter into any lease, sublease,
license, concession or other agreement for use, occupancy or utilization of
the Premises which provides for rental or other payment for such use,
occupancy or utilization based in whole or in part on the net income or
profits derived by any person from the property leased, used, occupied or
utilized (other than an amount based on a fixed percentage or percentages of
receipts or sales), and that any such purported lease, sublease, license,
concession or other agreement shall be absolutely void and ineffective as a
conveyance of any right or interest in the possession, use, occupancy or
utilization of any part of the Premises.

     15.2     NOTICE TO LANDLORD.  If Tenant desires to assign this Lease or
any interest herein, or to sublet all or any part of the Premises, then at
least twenty (20) business days prior to the effective date of the proposed
assignment or subletting, Tenant shall submit to Landlord in connection with
Tenant's request for Landlord's consent:

              (A)     A statement containing (i) the name and address of the
proposed assignee or subtenant; (ii) such financial information with respect
to the proposed assignee or subtenant


                                       19

<PAGE>

as Landlord shall reasonably require; (iii) the type of use proposed for the
Premises; and (iv) all of the principal terms of the proposed assignment or
subletting; and

              (B)     Four (4) originals of the assignment or sublease on a
form approved by Landlord and four (4) originals of the Landlord's Consent to
Sublease or Assignment and Assumption of Lease and Consent.

     15.3     LANDLORD'S RECAPTURE RIGHTS. At any time within twenty (20)
business days after Landlord's receipt of all (but not less than all) of the
information and documents described in Section 15.2 above, Landlord may, at
its option by written notice to Tenant, elect to: (a) sublease the Premises or
the portion thereof proposed to be sublet by Tenant upon the same terms as
those offered to the proposed subtenant; (b) take an assignment of the Lease
upon the same terms as those offered to the proposed assignee; or (c)
terminate the Lease as to the portion of the Premises proposed to be assigned
or sublet, with a proportionate adjustment in the Rent payable hereunder if
the Lease is terminated as to less than all of the Premises or if more than
fifty percent (50%) of the Premises are proposed to be sublet or assigned,
then Landlord may terminate this Lease in its entirety.  If Landlord does not
exercise any of the options described in the preceding sentence, then, during
the above-described twenty (20) business day period, Landlord shall either
consent or deny its consent to the proposed assignment or subletting.

     15.4     LANDLORD'S CONSENT: STANDARDS.  Landlord's consent shall not be
unreasonably withheld; but, in addition to any other grounds for denial,
Landlord's consent shall be deemed reasonably withheld if, in Landlord's good
faith judgment: (i) the proposed assignee or subtenant does not have the
financial strength to perform its obligations under this Lease or any
proposed sublease; (ii) the business and operations of the proposed assignee
or subtenant are not of comparable quality to the business and operations
being conducted by other tenants in the Building; (iii) the proposed assignee
or subtenant intends to use any part of the Premises for a purpose not
permitted under this Lease; (iv) either the proposed assignee or subtenant,
or any person which directly or indirectly controls, is controlled by, or is
under common control with the proposed assignee or subtenant occupies space
in the Project, or is negotiating with Landlord to lease space in the
Project; (v) the proposed assignee or subtenant is disreputable; or (vi) the
use of the Premises by the proposed assignee or subtenant would, in
Landlord's reasonable judgment, significantly increase the pedestrian traffic
in and out of the Building or would require any alterations to the Project to
comply with applicable laws.

     15.5     ADDITIONAL RENT.  If Landlord consents to any such assignment
or subletting, all sums or other economic consideration received by Tenant in
connection with such assignment or subletting, whether denominated as rent or
otherwise, which exceeds, in the aggregate, the total sum which Tenant is
obligated to pay Landlord under this Lease (prorated to reflect obligations
allocable to less than all of the Premises under a sublease) after tenant
recovers all of its reasonable and customary costs associated with such
sublease, including but not limited to leasing commissions, attorney's fees
and tenant improvements for the sublessee, shall be paid to Landlord as
additional rent under the Lease without affecting or reducing any other
obligation of Tenant hereunder.

     15.6     LANDLORD'S COSTS.  If Tenant shall assign this Lease or shall
sublet all or any part of the Premises or shall request the consent of
Landlord to any assignment, subletting or other act, Tenant shall pay to
Landlord as additional rent Landlord's costs related thereto, including
Landlord's reasonable attorneys' fees.

     15.7     CONTINUING LIABILITY OF TENANT.  Notwithstanding any assignment
or sublease, Tenant shall remain as fully and primarily liable for the
payment of Rent and for the performance of all other obligations of Tenant
contained in this Lease to the same extent as if the assignment or sublease
had not occurred; provided, however, that any act or omission of any assignee
or subtenant, other than Landlord, that violates the terms of this Lease
shall be deemed a violation of this Lease by Tenant.

     15.8     NON-WAIVER.  The consent by Landlord to any assignment or
subletting shall not relieve Tenant, or any person claiming through or by
Tenant, of the obligation to obtain the


                                      20



<PAGE>

consent of Landlord, pursuant to this Article, to any further
assignment or subletting. In the event of an assignment or subletting,
Landlord may collect rent from the assignee or the subtenant without waiving
any rights hereunder and collection of the rent from a person other than
Tenant shall not be deemed a waiver of any of Landlord's rights under this
Article, an acceptance of assignee or subtenant as Tenant, or a release of
Tenant from the performance of Tenant's obligations under this Lease.


                             ARTICLE 16

                       DEFAULT AND REMEDIES

     16.1  EVENTS OF DEFAULT BY TENANT. The occurrence of any of the
following shall constitute a material default and breach of this Lease by
Tenant:

           (A)  The failure by Tenant to pay Base Rent or make any other
payment required to be made by Tenant hereunder within five (5) days after
written notice thereof by Landlord to Tenant.

           (B)  The abandonment of the Premises by Tenant or the vacation of
the Premises by Tenant for six (6) consecutive months (with or without the
payment of Rent).

           (C)  The failure by Tenant to observe or perform any other
provision of this Lease to be observed or performed by Tenant, other than
those described in Sections 16.1(A) and 16.1(B) above, if such failure
continues for ten (10) days after written notice thereof by Landlord to
Tenant: provided, however, that if the nature of the default is such that it
cannot be cured within the ten (10) day period, no default shall exist if
Tenant commences the curing of the default within the ten (10) day period and
thereafter diligently prosecutes the same to completion. The ten (10) day
notice described herein shall be in lieu of, and not in addition to, any
notice required under Section 1161 of the California Code of Civil Procedure
or any other law now or hereafter in effect requiring that notice of default
be given prior to the commencement of an unlawful detainer or other legal
proceeding.

           (D)  The making by Tenant of any general assignment for the
benefit of creditors, the filing by or against Tenant of a petition under any
federal or state bankruptcy or insolvency laws (unless, in the case of a
petition filed against Tenant, the same is dismissed within thirty (30) days
after filing); the appointment of a trustee or receiver to take possession of
substantially all of Tenant's assets at the Premises or Tenant's interest in
this Lease or the Premises, when possession is not restored to Tenant within
thirty (30) days; or the attachment, execution or other seizure of
substantially all of Tenant's assets located at the Premises or Tenant's
interest in this Lease or the Premises, if such seizure is not discharged
within thirty (30) days.

     16.2  LANDLORD'S RIGHT TO TERMINATE UPON TENANT DEFAULT.  In the event
of any default by Tenant as provided in Section 16.1 above, Landlord shall
have the right to terminate this Lease and recover possession of the Premises
by giving written notice to Tenant of Landlord's election to terminate this
Lease, in which event Landlord shall be entitled to receive from Tenant:

           (A)  The worth at the time of award of any unpaid Rent which had
been earned at the time of such termination; plus

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

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

           (D)  Any other amount necessary to compensate Landlord for all the
detriment

                                       21

<PAGE>

proximately caused by Tenant's failure to perform its obligations under this
Lease or which in the ordinary course of things would be likely to result
therefrom; and

           (E)  At Landlord's election, such other amounts in addition to or
in lieu of the foregoing as may be permitted from time to time by applicable
law.

     As used in subparagraphs (A) and (B) above, "worth at the time of award"
shall be computed by allowing interest at the rate of twelve percent (12%) per
annum, or such lower rate as shall be the then highest lawful rate. As used
in paragraph (C) above, "worth at the time of award" shall be computed by
discounting such amount at the discount rate of the Federal Reserve Bank of
San Francisco at the time of award plus one percent (1%).

     16.3  LANDLORD'S RIGHT TO CONTINUE LEASE UPON TENANT DEFAULT. In the
event of a breach of this Lease and abandonment of the Premises by Tenant, if
Landlord does not elect to terminate this Lease as provided in Section 16.2
above, Landlord may from time to time, without terminating this Lease,
enforce all of its rights and remedies under this Lease. Without limiting the
foregoing, Landlord has the remedy described in California Civil Code Section
1951.4 (Landlord may continue this Lease in effect after Tenant's breach and
abandonment and recover Rent as it becomes due, if Tenant has the right to
sublet or assign, subject only to reasonable limitations). To the fullest
extent permitted by law, the proceeds of any reletting shall be applied
first to pay to Landlord all costs and expenses of such reletting (including
without limitation, costs and expenses of retaking or repossessing the
Premises, removing persons and property therefrom, securing new tenants,
including expenses for redecoration, alterations and other costs in
connection with preparing the Premises for new tenant, and if Landlord shall
maintain and operate the Premises, the costs thereof) and receivers' fees
incurred in connection with the appointment of and performance by a receiver
to protect the Premises and Landlord's interest under this Lease and any
necessary or reasonable alterations; second, to the payment of any
indebtedness of Tenant to Landlord other than Rent due and unpaid hereunder;
third, to the payment of Rent due and unpaid hereunder; and the residue, if
any, shall be held by Landlord and applied in payment of other or future
obligations of Tenant to Landlord as the same may become due and payable, and
Tenant shall not be entitled to receive any portion of such revenue.

     16.4  RIGHT OF LANDLORD TO PERFORM.  All covenants and agreements to be
performed by Tenant under this Lease shall be performed by Tenant at Tenant's
sole cost and expense. If Tenant shall fail to pay any sum of money, other
than Rent, required to be paid by it hereunder or shall fail to perform any
other act on its part to be performed hereunder, Landlord may, but shall not
be obligated to, make any payment or after ten (10) days written notice and
opportunity to cure, except in the case of an emergency when no such notice
shall be required, perform any such other act on Tenant's part to be made or
performed, without waiving or releasing Tenant of its obligations under this
Lease. Any sums so paid by Landlord and all necessary incidental costs,
together with interest thereon at the lesser of the maximum rate permitted by
law, if any, or twelve percent (12%) per annum from the date of such payment,
shall be payable to Landlord as additional rent on demand and Landlord shall
have the same rights and remedies in the event of nonpayment as in the case
of default by Tenant in the payment of Rent.

     16.5  DEFAULT UNDER OTHER LEASES. If the term of any lease, other than
this Lease, heretofore or hereafter made by Tenant for any space in the
Project shall be terminated or terminable after the making of this Lease
because of any default by Tenant under such other lease, such fact shall
empower Landlord, at Landlord's sold option, to terminate this Lease by
notice to Tenant or to exercise any of the rights or remedies set forth in
Section 16.2.

     16.6  NON-WAIVER.  Nothing in this Article shall be deemed to affect
either parties rights to indemnification for liability or liabilities arising
prior to termination of this Lease for personal injury or property damages
under the indemnification clause or clauses contained in this Lease. No
acceptance by Landlord of a lesser sum than the Rent then due shall be deemed
to be other than on account of the earliest installment of such rent due, nor
shall any endorsement or statement on any check or any letter accompanying
any check or payment as rent be deemed an accord and satisfaction, and
Landlord may accept such check or payment without prejudice to Landlord's
right to recover the balance of such installment or pursue any other remedy
in the

                                       22

<PAGE>

                  Lease provided. The delivery of keys to any employee of
                  Landlord or to Landlord's agent or any employee thereof shall
                  not operate as a termination of this Lease or a surrender of
                  the Premises.

                           16.7 CUMULATIVE REMEDIES. The specific remedies to
                  which either party may resort under the terms of the Lease are
                  cumulative and are not intended to be exclusive of any other
                  remedies or means of redress to which it may be lawfully
                  entitled in case of any breach or threatened breach by either
                  party of any provisions of the Lease. In addition to the other
                  remedies provided in the Lease, either party shall be entitled
                  to a restraint by injunction of the violation or attempted or
                  threatened violation of any of the covenants, conditions or
                  provisions of the Lease or to a decree compelling specific
                  performance of any such covenants, conditions or provisions.

                           16.8 DEFAULT BY LANDLORD. Landlord's failure to
                  perform or observe any of its obligations under this Lease
                  shall constitute a default by Landlord under this Lease only
                  if such failure shall continue for a period of thirty (30)
                  days (or the additional time, if any, that is reasonably
                  necessary promptly and diligently to cure the failure) after
                  Landlord receives written notice from Tenant specifying the
                  default. The notice shall give in reasonable detail the nature
                  and extent of the failure and shall identify the Lease
                  provision(s) containing the obligation(s). If Landlord shall
                  default in the performance of any of its obligations under
                  this Lease (after notice and opportunity to cure as provided
                  herein), Tenant may pursue any remedies available to it under
                  the law and this Lease.

                                          ARTICLE 17

                                ATTORNEYS' FEES: COSTS OF SUIT

                           17.1 ATTORNEYS' FEES. If either Landlord or Tenant
                  shall commence any action or other proceeding against the
                  other arising out of, or relating to, this Lease ar the
                  Premises, the prevailing party shall be entitled to recover
                  from the losing party, in addition to any other relief, its
                  actual attorneys fees irrespective of whether or not the
                  action or other proceeding is prosecuted to judgment and
                  irrespective of any court schedule of reasonable attorneys'
                  fees. In addition, Tenant shall reimburse Landlord, upon
                  demand, for all reasonable attorneys' fees incurred in
                  collecting Rent or otherwise seeking enforcement against
                  Tenant, its sublessees and assigns, of Tenant's obligations
                  under this Lease.

                           17.2 INDEMNIFICATION. Except to the extent set forth
                  in Section 11.1 above, should Landlord be made a party to any
                  litigation instituted by Tenant against a party other than
                  Landlord, or by a third party against Tenant, Tenant shall
                  indemnify, hold harmless and defend Landlord from any and all
                  loss, cost, liability, damage or expense incurred by Landlord,
                  including attorneys' fees, in connection with the litigation.

                                          ARTICLE 18

                                 SUBORDINATION AND ATTORNMENT

                           18.1 SUBORDINATION. This Lease, and the rights of
                  Tenant hereunder, are and shall be subordinate to the
                  interests of (i) all present and future ground leases and
                  master leases of all or any part of the Building; (ii) present
                  and future mortgages and deeds of trust encumbering all or any
                  part of the Building; (iii) all past and future advances made
                  under any such mortgages or deeds of trust; and (iv) all
                  renewals, modifications, replacements and extensions of any
                  such ground leases, master leases, mortgages and deeds of
                  trust; provided, however, that any lessor under any such
                  ground lease or master lease or any mortgagee or beneficiary
                  under any such mortgage or deed of trust shall have the right
                  to elect, by written notice given to Tenant, to have this
                  Lease made superior in whole or in part to any such ground
                  lease, master lease, mortgage or deed of trust. Upon demand,
                  Tenant shall execute, acknowledge and deliver any instruments
                  reasonably requested by Landlord or any such lessor, mortgagee
                  or beneficiary to effect the purposes of this Section 18.1.
                  Such instruments may contain, among other things, provisions
                  to the effect that such lessor, mortgagee or beneficiary
                  (hereafter, for the purposes of this Section 18.1, a
                  "Successor Landlord") shall (i) not be liable for any act or
                  omission of Landlord or its


                                       23
<PAGE>

                  predecessors, if any, prior to the date of such Successor
                  Landlord's succession to Landlord's interest under this Lease;
                  (ii) not be subject to any offsets or defenses which Tenant
                  might have been able to assert against Landlord or its
                  predecessors, if any, prior to the date of such Successor
                  Landlord's succession to Landlord's interest under this Lease;
                  (iii) not be liable for the return of any security deposit
                  under the Lease unless the same shall have actually been
                  deposited with such Successor Landlord; and (iv) be entitled
                  to receive notice of any Landlord default under this Lease
                  plus a reasonable opportunity to cure such default prior to
                  Tenant having any right or ability to terminate this Lease as
                  a result of such Landlord default. Notwithstanding anything to
                  the contrary contained this Lease, this Lease shall not be
                  subordinate to any hereafter placed mortgage, deed of trust or
                  lease, unless the holder thereof shall be willing to enter
                  into a non-disturbance agreement or subordination agreement
                  with Tenant on commercially reasonable terms pursuant to
                  which, so long as Tenant is not in default of any of Tenant's
                  obligations under this Lease after notice and expiration of
                  the applicable cure periods, Tenant's possession of the
                  Premises and its rights under this Lease shall not be
                  disturbed nor terminated as a result of any default by
                  Landlord under any mortgage, deed of trust or lease or as a
                  result of foreclosure or termination of such mortgage, deed of
                  trust or lease.

                           18.2 ATTORNMENT. If requested to do so, Tenant shall
                  attorn to and recognize as Tenant's landlord under this Lease
                  any superior lessor, superior mortgagee or other purchaser or
                  person taking title to the Building by reason of the
                  termination of any superior lease or the foreclosure of any
                  superior mortgage or deed of trust, and Tenant shall, upon
                  demand, execute any documents reasonably requested by any such
                  person to evidence the attornment described in this Section.

                           18.3 MORTGAGE AND GROUND LESSOR PROTECTION. Tenant
                  agrees to give any holder of any mortgage and any ground
                  lessor, by registered or certified mail, a copy of any notice
                  of default served upon the Landlord by Tenant, provided that
                  prior to such notice Tenant has been notified in writing (by
                  way of service on Tenant of a copy of Assignment of Rents and
                  Leases, or otherwise) of the address of such mortgage holder
                  or ground lessor (hereafter the "Notified Party"). Tenant
                  further agrees that if Landlord shall have failed to cure such
                  default within twenty (20) days after such notice to Landlord
                  (or if such default cannot be cured or corrected within that
                  time, then such additional time as may be necessary if
                  Landlord has commenced within such twenty (20) days and is
                  diligently pursuing the remedies or steps necessary to cure or
                  correct such default), then the Notified Party shall have an
                  additional thirty (30) days within which to cure or correct
                  such default (or if such default cannot be cured or corrected
                  within that time, then such additional time as may be
                  necessary if the Notified Party has commenced within such
                  thirty (30) days and is diligently pursuing the remedies or
                  steps necessary to cure or correct such default). Until the
                  time allowed, as aforesaid, for the Notified Party to cure
                  such default has expired without cure, Tenant shall have no
                  right to, and shall not, terminate this Lease on account of
                  Landlord's default.

                                          ARTICLE 19

                                       QUIET ENJOYMENT

                           Provided that Tenant performs all of its obligations
                  hereunder, Tenant shall have and peaceably enjoy the Premises
                  during the Lease Term, subject to all of the terms and
                  conditions contained in this Lease.

                                          ARTICLE 20

                                    RULES AND REGULATIONS

                           The Rules and Regulations attached hereto as
                  EXHIBIT B are hereby incorporated by reference herein and
                  made a part hereof. Tenant shall abide by, and faithfully
                  observe and comply with the Rules and Regulations and any
                  reasonable and nondiscriminatory amendments, modifications
                  and/or additions thereto as may hereafter be adopted and
                  published by written notice to tenants by Landlord for the
                  safety, care, security, good order and/or cleanliness of
                  the Premises and/or Building. Landlord shall not be liable
                  to Tenant for any violation of such

                                       24


<PAGE>

rules and regulations by any other tenant or occupant of the Building.

                              ARTICLE 21

                        ESTOPPEL CERTIFICATES

     Tenant agrees at any time and from time to time upon not more than ten
(10) days' prior written notice from Landlord to execute, acknowledge and
deliver to Landlord a statement in writing addressed and certifying to
Landlord, or to the holder or assignee of any existing or prospective
mortgage encumbering the Building or any part thereof (hereafter a
"Mortgagee"), or to the lessor, or existing or prospective assignee of the
lessor's position, under any existing or prospective ground lease of the land
underlying the Project (hereafter a "Ground Lessor"), or to any prospective
purchaser of the land, improvements or both comprising the Project, that this
Lease is unmodified and in full force and effect (or if there have been
modifications, that the same is in full force and effect as modified and
stating the modifications); that Tenant has accepted possession of the
Premises, which are acceptable in all respects, and that any improvements
required by the terms of this Lease to be made by Landlord have been
completed to the satisfaction of Tenant; that Tenant is in full occupancy of
the Premises; that no rent has been paid more than 30 days in advance; that
the first month's Base Rent has been paid; that Tenant is entitled to no free
rent or other concessions except as stated in this Lease; that Tenant has not
been notified of any previous assignment of Landlord's or any predecessor
landlord's interest under this Lease; the dates to which Base Rent,
additional rent and other charges have been paid; that Tenant, as of the date
of such certificate, has no charge, lien or claim of setoff under this Lease
or otherwise against Base Rent, additional rent or other charges due or to
become due under this Lease; and that Landlord is not in default in
performance of any covenant, agreement or condition contained in this Lease
or any other matter relating to this Lease or the Premises or, if so,
specifying each such default. In addition, in the event that such certificate
is being given to any Mortgagee or Ground Lessor, such statement may contain
any other provisions customarily required by such Mortgagee or Ground Lessor
including, without limitation, an agreement on the part of Tenant to furnish
to such Mortgagee or Ground Lessor, as applicable, written notice of any
Landlord default and a reasonable opportunity for such Mortgagee or Ground
Lessor to cure such default prior to Tenant being able to terminate this
Lease. Any such statement delivered pursuant to this Section may be relied
upon by Landlord or any Mortgagee, Ground Lessor or prospective purchaser to
whom it is addressed and such statement, if required by its addressee, may so
specifically state. If Tenant does not execute, acknowledge and deliver to
Landlord the statement as and when required herein, Landlord is hereby
granted a power-of-attorney, coupled with an interest and irrevocable, to
execute such statement on Tenant's behalf, which statement shall be binding
on Tenant to the same extent as if executed by Tenant.

                            ARTICLE 22

                         ENTRY BY LANDLORD

     Landlord may enter the Premises at all reasonable times to: inspect the
same; exhibit the same to prospective purchasers, lenders or tenants;
determine whether Tenant is complying with all of its obligations under this
Lease; supply janitorial and other services to be provided by Landlord to
Tenant under this Lease; post notices of non-responsibility; and make repairs
or improvements in or to the Building or the Premises; provided, however,
that all such work shall be done as promptly as reasonably possible and so as
to cause as little interference to Tenant as reasonably possible. Except to
the extent resulting from or relating to the negligence or willful misconduct
of Landlord, Tenant hereby waives any claim for damages for any injury or
inconvenience to, or interference with, Tenant's business, any loss of
occupancy or quiet enjoyment of the Premises or any other loss occasioned
by such entry. Landlord shall at all times have and retain a key with which
to unlock all of the doors in, on or about the Premises (excluding Tenant's
values, safes and similar areas designated by Tenant in writing in advance),
and Landlord shall have the right to use any and all means by which Landlord
may deem proper to open such doors to obtain entry to the Premises, and any
entry to the Premises obtained by Landlord by any such means, or otherwise,
shall not under any circumstances be deemed or construed to be a forcible or
unlawful entry into or a detainer of the Premises or an eviction,


                                       25
<PAGE>


actual or constructive, of Tenant from any part of the Premises. Such entry
by Landlord shall not act as a termination of Tenant's duties under this
Lease. If Landlord shall be required to obtain entry by means other than a
key provided by Tenant, the cost of such entry shall be payable by Tenant to
Landlord as additional rent.

                                    ARTICLE 23

                           LANDLORD'S LEASE UNDERTAKINGS
                        EXCULPATION FROM PERSONAL LIABILITY;
                          TRANSFER OF LANDLORD'S INTEREST

       23.1 LANDLORD'S LEASE UNDERTAKING. Notwithstanding anything to the
contrary contained in this Lease or in any exhibits, Riders or addenda hereto
attached (collectively the "Lease Documents"), it is expressly understood and
agreed by and between the parties hereto that: (a) the recourse of Tenant or
its successors or assigns against Landlord with respect to the alleged breach
by or on the part of Landlord of any representation, warranty, covenant,
undertaking or agreement contained in any of the Lease Documents
(collectively, "Landlord's Lease Undertakings") shall extend only to
Landlord's interest in the real estate of which the Premises demised under
the Lease Documents are a part ("Landlord's Real Estate") and not to any other
assets of Landlord or its beneficiaries; and (b) except to the extent of
Landlord's interest in Landlord's Real Estate, no personal liability or
personal responsibility of any sort with respect to any of Landlord's Lease
Undertakings or any alleged breach thereof is assumed by, or shall at any
time be asserted or enforceable against, Landlord, the individual fee owners
of the Building, or against any of their respective directors, officers,
employees, agents, constituent partners, beneficiaries, trustees or
representatives.

       23.2 TRANSFER OF LANDLORD'S INTEREST. Landlord and each successor to
Landlord shall be fully released from the performance of Landlord's
obligations subsequent to their transfer of Landlord's interest in the
Building. Landlord shall not be liable for any obligation hereunder after a
transfer of its interest in the Building.


                                    ARTICLE 24

                                 HOLDOVER TENANCY

       If Tenant holds possession of the Premises after the expiration or
termination of the Lease Term, by lapse of time or otherwise, Tenant shall
become a tenant at sufferance upon all of the terms contained herein, expect
as to Lease Term and Rent. During such holdover period, Tenant shall pay to
Landlord a monthly rental equivalent to one hundred fifty percent (150%) of
the Rent payable by Tenant to Landlord with respect to the last month of the
Lease Term. The monthly rent payable for such holdover period shall in no
event be construed as a penalty or as liquidated damages for such retention
of possession. Without limiting the foregoing, Tenant hereby agrees to
indemnify, defend and hold harmless Landlord, its beneficiary, and their
respective agents, contractors and employees, from and against any and all
claims, liabilities, actions, losses, damages (including without limitation,
direct, indirect, incidental and consequential) and expenses (including,
without limitation, court costs and reasonable attorneys' fees) asserted
against or sustained by any such party and arising from or by reason of such
retention of possession, which obligations shall survive the expiration of
termination of the Lease Term.

                                    ARTICLE 25

                                      NOTICES

      All notices which Landlord or Tenant may be required, or may desire, to
serve on the other shall be in writing and shall be deemed given upon the
earlier of may be served, personal service or upon deposit in the U.S. Mail,
registered or certified mail, postage prepaid, addressed to the Landlord at
the address for Landlord set forth in Section 1.18 above and to Tenant at the
address for Tenant set forth in Section 1.19 above, or, from and after the
Commencement Date, to the Tenant at the Premises whether or not Tenant has
departed from, abandoned or vacated the

                                       26

<PAGE>

Premises, or addressed to such other address or addresses as either
Landlord or Tenant may from time to time designate to the other in writing.
Any notice shall be deemed to have been served at the time the same was
posted.

                                   ARTICLE 26

                                  MISCELLANEOUS

     26.1  ENTIRE AGREEMENT. This Lease contains all of the agreements and
understandings relating to the leasing of the Premises and the obligations of
Landlord and Tenant in connection with such leasing. Landlord has not made,
and Tenant is not relying upon, any warranties, or representations, promises
or statements made by Landlord or any agent of Landlord, except as expressly
set forth herein. This Lease supersedes any and all prior agreements and
understandings between Landlord and Tenant and alone expresses the agreement
of the parties.

     26.2  AMENDMENTS. This Lease shall not be amended, changed or modified
in any way unless in writing executed by Landlord and Tenant. Landlord shall
not have waived or released any of its rights hereunder unless in writing and
executed by the Landlord.

     26.3  SUCCESSORS. Except as expressly provided herein, this lease and
the obligations of Landlord and Tenant contained herein shall bind and
benefit the successors and assigns of the parties hereto.

     26.4  FORCE MAJEURE. Landlord shall incur no liability to Tenant with
respect to, and shall not be responsible for any failure to perform, any of
Landlord's obligations hereunder if such failure is caused by reason of
strike, other labor trouble, governmental rule, regulations, ordinance,
statute or interpretation, or by fire, earthquake, civil commotion, or
failure or disruption of utility services, or any and all other causes
reasonably beyond control of Landlord. The amount of time for Landlord to
perform any of Landlord's obligations shall be extended by the amount of time
Landlord is delayed in performing such obligation by reason of such force
majeure occurrence.

     26.5  SURVIVAL OF OBLIGATIONS. Any obligations of Tenant accruing prior
to the expiration of the Lease shall survive the termination of the Lease,
and Tenant shall promptly perform all such obligations whether or not this
Lease has expired.

     26.6  LIGHT AND AIR. No diminution or shutting off of any light, air or
view by any structure now or hereafter erected shall in any manner affect
this Lease or the obligations of Tenant hereunder, or increase any of the
obligations of Landlord hereunder.

     26.7  GOVERNING LAW. This Lease shall be governed by, and construed in
accordance with, the laws of the State of California.

     26.8  SEVERABILITY. In the event any provision of this Lease is found to
be unenforceable, the remainder of this Lease shall not be affected, and any
provision found to be invalid shall be enforceable to the extent permitted by
law. The parties agree that in the event two different interpretations may be
given to any provision hereunder, one of which will render the provision
unenforceable, and one of which will render the provision enforceable, the
interpretation rendering the provision enforceable shall be adopted.

     26.9  CAPTIONS. All captions, headings, titles, numerical references and
computer highlighting are for convenience only and shall have no effect on
the interpretation of this Lease.

     26.10  INTERPRETATION. Tenant acknowledges that it has read and reviewed
this Lease and that it has had the opportunity to confer with counsel in the
negotiation of this Lease. Accordingly, this Lease shall be construed neither
for nor against Landlord or Tenant, but shall be given a fair and reasonable
interpretation in accordance with the meaning of its terms and the intent of
the parties.


                                      27
<PAGE>

     26.11  INDEPENDENT COVENANTS. Each covenant, agreement, obligation or
other provision of this Lease to be performed by Tenant are separate and
independent covenants of Tenant, and not dependent on any other provision of
the Lease.

     26.12  NUMBER AND GENDER. All terms and words used in this Lease,
regardless of the number or gender in which they are used, shall be deemed to
include the appropriate number and gender, as the context may require.

     26.13  TIME IS OF THE ESSENCE. Time is of the essence of this Lease and
the performance of all obligations hereunder.

     26.14  JOINT AND SEVERAL LIABILITY. If Tenant comprises more than one
person or entity, or if this Lease is guaranteed by any party, all such
persons shall be jointly and severally liable for payment of rents and the
performance of Tenant's obligations hereunder.

     26.15  EXHIBITS AND SCHEDULE. EXHIBITS A (Outline of Premises) and
B (Building Rules and Regulations) and the RENT SCHEDULE are incorporated into
this Lease by reference and made a part hereof.

     26.16  OFFER TO LEASE. The submission of this Lease to Tenant or its
broker or other agent, does not constitute an offer to Tenant to lease the
Premises. This Lease shall have no force and effect until it is executed and
delivered by Tenant to Landlord and executed by Landlord; provided, however,
that, upon execution of this Lease by Tenant and delivery to Landlord, such
execution and delivery by Tenant shall, in consideration of the time and
expense incurred by Landlord in reviewing the Lease and Tenant's credit,
constitute an offer to Lease the Premises upon the terms and conditions set
forth herein (which offer to Lease shall be irrevocable for five (5) business
days following the date of delivery).

     26.17  NO COUNTERCLAIM; CHOICE OF LAWS. It is mutually agreed that in
the event Landlord commences any summary proceeding for non-payment of Rent,
Tenant will not interpose any counterclaim of whatever nature or description
in any such proceeding, except for compulsory counterclaims. In addition,
Tenant hereby submits to local jurisdiction in the State of California and
agrees that any action by Tenant against Landlord shall be instituted in the
State of California and that Landlord shall have personal jurisdiction over
Tenant for any action brought by Landlord against Tenant in the State of
California.

     26.18  RIGHTS RESERVED BY LANDLORD. Landlord reserves the following
rights exercisable without notice (except as otherwise expressly provided to
the contrary of this Lease) and without being deemed an eviction or
disturbance of Tenant's use or possession of the Premises or giving rise to
any claim for set-off or abatement of Rent: (i) to change the name or street
address of the Building; (ii) to install, affix and maintain all signs on the
exterior and/or interior of the Building; (iii) to designate and/or approve
prior to installation, all types of signs, window shades, blinds, drapes,
awnings or other similar items, and all internal lighting that may be visible
from the exterior of the Premises; (iv) subject to the provisions of Article
22 above, to display the Premises and/or the Building to mortgagees,
prospective mortgagees, prospective purchasers and ground lessors at
reasonable hours upon reasonable advance notice to Tenant; (v) to change the
arrangement of entrances, doors, corridors, elevators and/or stairs in the
Building, provided no such change shall materially adversely affect access to
the Premises; (vi) to grant any party the exclusive right to conduct any
business or render any service in the Building, provided such exclusive right
shall not operate to prohibit Tenant from using the Premises for the purposes
permitted under this Lease; (vii) to prohibit the placement of vending or
dispensing machines of any kind in or about the Premises other than for use
by Tenant's employees; (viii) to prohibit the placement of video or other
electronic games in the Premises; (ix) to have access for Landlord and other
tenants of the Building to any mail chutes and boxes located in or on the
Premises according to the rules of the United States Post Office and to
discontinue any mail chute business in the Building; (x) to close the
Building after normal business hours, except that Tenant and its employees
and invitees shall be entitled to admission at all times under such rules and
regulations as Landlord prescribes for security purposes; (xi) to install,
operate and maintain security systems which monitor, by close circuit
television or otherwise, all persons entering or leaving the

                                      28


<PAGE>

     Building; (xiii) to install and maintain pipes, ducts, conduits, wires
     and structural elements located in the Premises which serve other parts
     or other tenants of the Building; and (xiii) to retain at all times master
     keys or pass keys to the Premises.

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

LANDLORD:                              TENANT:

MARINA INVESTMENTS, INC.,              INTERWAVE COMMUNICATIONS, INC.,
a Delaware Corporation                 a California corporation

By: /s/ Rim Antoine Hindieh            By: /s/ [ILLEGIBLE]
   --------------------------              ----------------------------
Title:  RIM ANTOINE HENDIEH            Title: Chairman, CEO & President
      -----------------------                --------------------------
          PRESIDENT                    By:
Date:                                      ----------------------------
     ------------------------          Title:
                                             --------------------------
                                       Date:
                                             --------------------------


                                       29
<PAGE>

                                   EXHIBIT A

                                  [FLOORPLAN]

                                                   FIRST FLOOR
                                                PENINSULA MARINA
                                  652 BAIR ISLAND BOULEVARD, REDWOOD CITY, CA.


                               Page 1 of 7
<PAGE>

                                   EXHIBIT A

                                  [FLOORPLAN]

                                                   FIRST FLOOR
                                                PENINSULA MARINA
                                  656 BAIR ISLAND BOULEVARD, REDWOOD CITY, CA.


                               Page 2 of 7
<PAGE>

                                  [FLOORPLAN]

                                                  SECOND FLOOR
                                                PENINSULA MARINA
                                  656 BAIR ISLAND BOULEVARD, REDWOOD CITY, CA.


                               Page 3 of 7
<PAGE>

                                  [FLOORPLAN]

                                                  THIRD FLOOR
                                                PENINSULA MARINA
                                  656 BAIR ISLAND BOULEVARD, REDWOOD CITY, CA.


                               Page 4 of 7
<PAGE>

                                  [FLOORPLAN]

                                                   FIRST FLOOR
                                                PENINSULA MARINA
                                  658 BAIR ISLAND BOULEVARD, REDWOOD CITY, CA.


                               Page 5 of 7
<PAGE>

                                  [FLOORPLAN]

                                                  SECOND FLOOR
                                                PENINSULA MARINA
                                  658 BAIR ISLAND BOULEVARD, REDWOOD CITY, CA.


                               Page 6 of 7
<PAGE>

                                   EXHIBIT A

                                  [FLOORPLAN]

                                                   FIRST FLOOR
                                                PENINSULA MARINA
                                  650 BAIR ISLAND BOULEVARD, REDWOOD CITY, CA.


                               Page 7 of 7
<PAGE>

                          PENINSULA MARINA & OFFICE PARK
                               RULES & REGULATIONS
                                    EXHIBIT B

1.    The plumbing facilities shall not be used for any purpose other than
that which they are constructed, and no foreign substance of any kind shall
be thrown therein, and the expense of any breakage, stoppage, or damage
resulting from a violation of this provision shall be borne by the Tenant,
who shall, or whose employees, agents and invitees shall have caused it.

2.    Tenant shall not mark, nail, drill, or otherwise deface walls, ceilings,
partitions, floors, doors, wood, paint, stone or metal work of the building,
except that Lessee may, nail walls for hanging book shelves, pictures, and
advertising provided all holes and any related damages are repaired at the
close of tenancy.

3.    Tenant shall not use, keep or permit to be used, or kept, any foul or
noxious gas or substance in the Premises or permit or suffer the Premises to
be used or occupied in any manner offensive or objectionable to Landlord or
other occupants of the Building by reason of any noise, odors, and/or
vibrations.

4.    Tenant, or its agents, shall not play any musical instruments or make
or permit any improper noises in the Building.

5.    Tenant, or its employees, shall not loiter in the entrance or corridor
of the Building, or in any way obstruct the sidewalks, hallways, stairways,
and elevators, and shall use the same only as a means of access to and from the
Premises.

6.    Tenant shall not load the floor area with more than twenty five (25)
pounds per square foot deadweight, and the weight, size and position of all
safes and other heavy equipment shall be subject to location designated by
Landlord, except for common office furniture and library providing the weight
limit is not exceeded.

7.    All furniture, equipment, and freight shall be moved in and out of
building only at hours designated by Lessor according to regulations posted
in the Building. Lessor will not be responsible for loss or damage to any
furniture, equipment, or other personal property of Tenant from any cause,
except for water damage and damage caused by an act of Landlord or it's
agents.

8.    All keys for the Premises shall be provided to Tenant by Landlord and
Tenant shall return to Lessor any of such keys so provided upon the
termination of the Lease. Tenant shall not change locks or install other
locks on doors of the Premises, without consent of Landlord, which shall not
be unreasonably withheld.

9.    No person shall enter or remain in the building while intoxicated or
under the influence of liquor or drugs. Landlord shall have the right to
exclude or expel from the Building any person who, in the absolute discretion
of Landlord, is under the influence of liquor or drugs, except for an
occasional use of alcohol in connection with promotional functions.


<PAGE>

Page 2
                         PENINSULA MARINA & OFFICE PARK
                               RULES & REGULATIONS
                                    EXHIBIT B

10.   No sale, storage, use or giving away of alcoholic beverages on or from
the Premises by Tenant or agent of the Tenant is allowed unless duly
stipulated in the Lease Agreement.

11.   Landlord reserves the right to lock all entrances to the Building
during such hours as Landlord, in its sole discretion, may determine to be
necessary for the adequate protection of the building. Access to the Building
during such times as the entrances are locked shall be subject to the
permission of the Landlord and in accordance with additional rules and
regulations prescribed at such times. In the event a building entrance is
locked, Tenant shall be provided with a key to assure access to the Premises
at all times.

12.   There shall be no overnight parking by Tenant, Tenant's employees or
Tenant's invitees in any of the parking lot at the Peninsula Marina Office
Building, unless Tenant requests a parking permit from the Building
Management Office.

13.   Tenant shall not install any form of window covering or ventilators or
similar devices visible from the outside of the building without the prior
written consent of Landlord. All window coverings shall be provided at the
sole cost of the Landlord.

14.   Tenant shall not keep or permit to be kept in the building any
flammable or combustible material.

15.   Tenant shall not keep or permit to be kept in the building, any cash
money unless it is kept in a locked fire safe which is secured each night.

16.   Tenant shall upon completion of work, turn off all lights and other
machinery in the Premises to prevent waste and damage.

17.   No vending machines or machines of any description may be installed,
operated or maintained on the Premises without the written consent of
Landlord, which shall not be unreasonably withheld.

18.   Tenant shall use care when food is stored and/or consumed on the
Premises to help prevent attracting ants, roaches, and other insects.

19.   Tenant shall not keep or permit to be kept in the building any animals
or fowls.

20.   Tenant shall not attach or affix any antenna or dish of any kind or any
other special devise to the building without the express written consent of
the Landlord.

21.   Landlord reserves the right, in its sole discretion, to revise and or
amend the current rules for the common good of all Tenants and or complex in
general.

22.   There is no smoking allowed within the buildings. Smoking is allowed on
open patios and along the exterior walkways. Ashtrays are placed on each
building for your convenience.

<PAGE>

                                                                   EXHIBIT 10.18


                                                     March 16, 1998




                        TECHNICAL INFORMATION AGREEMENT

                                  Revision 11


                            Northern Telecom Limited


                                    interWAVE


<PAGE>



                                     INDEX
<TABLE>
<CAPTION>

ARTICLE                             TITLE                       PAGE
-------                             -----                       ----
<S>        <C>                                                  <C>
  1        DEFINITIONS                                             2
  2        TECHNICAL INFORMATION GRANT                             3
  3        PATENT GRANT                                            4
  4        SOFTWARE GRANT                                          4
  5        FURNISHING OF TECHNICAL INFORMATION                     6
  6        TECHNICAL ASSISTANCE AND TESTING SERVICES               6
  7        OTHER ASSISTANCE                                        9
  8        CONFIDENTIAL INFORMATION                               10
  9        GRANT BACK LICENSE                                     12
 10        DEVELOPMENT AGREEMENT                                  12
 11        LIABILITY                                              15
 12        FORCE MAJEURE                                          16
 13        REGISTRATION                                           17
 14        DURATION                                               17
 15        TERMINATION                                            17
 16        DISPUTE RESOLUTION                                     18
 17        NOTICES                                                19
 18        ASSIGNMENT                                             19
 19        GENERAL                                                21

SCHEDULE A - SUPPORT INFORMATION                                  24
SCHEDULE B - NORTEL LAB COSTS                                     27

SCHEDULE C - TEST BED SPECIFICATIONS                              28
SCHEDULE D - PARTIAL TERMINATION REFUND                           29

</TABLE>

<PAGE>

                     TECHNICAL INFORMATION AGREEMENT

MEMORANDUM OF AGREEMENT made and entered into on the _______ day of
_____________, 1998

    BY AND BETWEEN:

         NORTHERN TELECOM LIMITED, a corporation duly incorporated under the
         laws of Canada, having its executive offices at 8200 Dixie Road,
         Brampton, Ontario, Canada, on behalf of itself and its Subsidiaries,


                                                   (hereinafter called "NORTEL")

    AND:

         INTERWAVE COMMUNICATIONS INTERNATIONAL, LTD., a Bermuda corporation
         having its offices at c/o Codan Services Ltd. Clarendon House, Church
         Street, Hamilton, HM CX, Bermuda,


                                                (hereinafter called "INTERWAVE")

    WHEREAS Nortel manufactures and markets, globally, certain mobile and
fixed wireless telecommunications systems;

    WHEREAS interWAVE has developed a low-capacity microcellular system
("MICROCELLULAR PUBLIC RADIO SYSTEM") which is based on the Global System for
Mobility standards and which utilizes microcellular infrastructure products
("MICROCELLULAR INFRASTRUCTURE PRODUCTS");

    WHEREAS Nortel desires to be interWAVE's preferred channel to market for
the Microcellular Public Radio System on a global basis and is prepared to
participate, financially and otherwise, in its evolution;

    WHEREAS interWAVE recognizes the benefits of being associated with a
global company of Nortel's stature and is prepared to accept Nortel's funding
and participation in the evolution of the Microcellular Public Radio System;

    WHEREAS both Parties anticipate that they may wish to collaborate in the
development of future products and

    WHEREAS interWAVE has provided economic consideration via the Shareholder
Agreement in the amount of US$3.5 million.

    NOW, THEREFORE, THIS AGREEMENT WITNESSETH THAT, IN CONSIDERATION OF THE
SHAREHOLDER AGREEMENT AND THE ORIGINAL EQUIPMENT MANUFACTURING (OEM)
AGREEMENT EXECUTED CONCURRENTLY HEREWITH AND THE MUTUAL PROMISES HEREINAFTER
SET FORTH, THE PARTIES AGREE AS FOLLOWS:


                                                                    Page 1 of 29

<PAGE>


                                   ARTICLE I

                                  DEFINITIONS

1.1.  As used herein, unless otherwise defined:

a)    "AFFILIATE" shall mean a corporation or company which a Party hereto
      effectively controls, directly or indirectly, other than a Subsidiary,
      through the ownership or control of shares in the corporation or
      company; in the case of Nortel, "Affiliate" shall include the parent
      company Northern Telecom Limited, and Northern Telecom Inc., and any
      corporation which the parent corporation controls directly or indirectly
      through the ownership or control of shares or securities in such other
      corporation or otherwise;

b)    "EFFECTIVE DATE" shall mean the date of any governmental approvals
      required to carry out this Agreement or in the event no such approvals
      are necessary, the date first set forth above;

c)    "INTERWAVE PRODUCTS" shall mean the Microcellular Infrastructure
      Products as manufactured by or on behalf of interWAVE that complies
      with the Global System for Mobility standards;

d)    "MICROCELLULAR INFRASTRUCTURE PRODUCTS" shall have the meaning ascribed
      to it in the Patent License Agreement among Northern Telecom Limited,
      Nortel Matra Cellular SCA, and interWAVE, executed concurrently with
      the execution of this Agreement.

e)    "MICROCELLULAR PUBLIC RADIO SYSTEM" shall have the meaning ascribed to
      it in the Patent License Agreement among Northern Telecom Limited,
      Nortel Matra Cellular SCA, and interWAVE, executed concurrently with
      the execution of this Agreement.

f)    "OEM AGREEMENT" shall mean the ORIGINAL EQUIPMENT MANUFACTURING (OEM)
      AGREEMENT executed concurrently herewith; "PATENT LICENSE" shall mean
      the PATENT LICENSE AGREEMENT executed concurrently herewith;

g)    "PRODUCT SOFTWARE" shall mean the compiled, assembled or otherwise
      processed version of Support Software that constitutes, in whole or in
      part, the software that executes in, and controls the normal
      functionality of, interWAVE Products;

h)    "SUPPORT INFORMATION" or "TECHNICAL INFORMATION" shall mean that
      information related to the functionality, performance, testing and
      interfaces of Nortel's products with which the Microcellular
      Infrastructure Products must be capable of interworking, and similar
      information related to other Nortel Products, all as set forth in
      Schedule "A" attached hereto and forming a part hereof, as from time to
      time amended by the Parties, to the extent available in accordance with
      Article 5 ("Furnishing of Technical Information") hereof;

i)    "SUPPORT SOFTWARE" shall mean the software, if any, contained in the
      Support Information; and

j)    "SUBSIDIARY" shall mean a corporation or company in which a Party
      hereto effectively owns or controls, and continues to own or control,
      directly or indirectly, more than fifty percent (50%) of the voting
      stock or shares.

                                 Page 2 of 29
<PAGE>


                                   ARTICLE 2
                          TECHNICAL INFORMATION GRANT

2.1   SUPPORT INFORMATION: Nortel, to the extent of its legal right so to do,
      hereby grants to interWAVE, as of the Effective Date, subject to the
      terms and conditions of this Agreement, personal, non-transferable,
      non-assignable except under the terms set forth in Article 18.1,
      indivisible, non-exclusive rights:

      (a)   to use and modify Support Information supplied hereunder solely
            to develop, manufacture and test interWAVE Products; and

      (b)   to sell interWAVE Products based on or incorporating Support
            Information to its customers worldwide.

2.2   PROCUREMENT SPECIFICATIONS: The aforesaid rights shall include:

      (a)   the right to communicate relevant procurement specifications
            related to Support Information to suppliers in all countries of
            the world reasonably necessary for, and solely for, the
            procurement by interWAVE of commercially available materials,
            parts, components and assemblies for use in the manufacture
            and/or installation of interWAVE Products; and

      (b)   the right to communicate to customers purchasing or leasing
            interWAVE Products such portions of Support Information as are
            reasonably needed by such customers for operating and maintaining
            interWAVE Products;

      provided, however, the recipients of Support Information shall be
      advised by interWAVE, in writing at the time of or before such
      communication, that proprietary information is being communicated and
      that such information is to be kept confidential and not used except as
      permitted hereunder, and provided further, that such recipients have
      contractually agreed, in writing, prior to such disclosure, to respect
      such confidentiality obligations.

                                   ARTICLE 3

[INTENTIONALLY BLANK]

                                   ARTICLE 4
                                SOFTWARE GRANT

4.1   INTEGRATION: Notwithstanding Article 2 ("Technical Information Grant")
      hereof, in the event Support Information includes Support Software,
      interWAVE's rights in respect of Support Software shall be as set out
      below in this Article 4 ("Software Grant").

4.2   GRANT: Nortel, to the extent of its legal right so to do, hereby grants
      to interWAVE, as of the Effective Date, subject to the terms and
      conditions of this Agreement, personal, non-transferable,
      non-assignable, indivisible, non-exclusive rights:

4.3   (a)   to modify and use Support Software to develop and produce Product
            Software for use solely in interWAVE Products; and

                                  Page 3 of 29
<PAGE>

      (b)   to sublicense the Product Software solely for the purpose of
            operating and maintaining interWAVE Products used, leased or sold by
            interWAVE pursuant to this Agreement.

4.3.  LIMITED LICENSE RIGHTS: Nothing contained herein shall transfer, or be
      deemed to transfer, or contemplate the transfer of, any rights in or to
      Support Software other than those rights specifically granted herein and,
      in particular but without restricting the generality of the foregoing,
      Nortel does not in any way transfer any right, title or interest in or to
      Support Software, or derivatives thereof or any element constituting a
      portion thereof, to interWAVE or its sublicensees, other than the limited
      rights granted herein.

4.4.  FIRMWARE MARKING: In respect of Product Software residing in
      non-reprogrammable memory devices forming an integral part of interWAVE
      Products (commonly referred to as "firmware"), interWAVE shall, having
      regard to the laws of the country(ies) in which such interWAVE Product is
      intended to be sold, affix to such devices a copyright notice and/or such
      other notice in accordance with prudent procedure to assist in the
      prohibition of the reproduction, decompilation or the like of, and to
      ensure the continuation of Nortel's proprietary rights in, the Support
      Software.


4.5.  NON-FIRMWARE SUBLICENSING: In respect of Product Software that resides
      other than in non-reprogrammable memory devices forming an integral part
      of the interWAVE Product (commonly referred to as "firmware"), interWAVE's
      right to furnish Product Software to its sublicensees shall be subject to
      the prior or concurrent entering into of an enforceable sublicense
      agreement between interWAVE and each sublicensee containing the following
      provisions:

      (a)   sublicensee shall acquire no right, title or interest in or to
            Product Software other than the right to use Product Software for
            the operation and maintenance of interWAVE Products and such use
            shall be limited to specific individual central processing units
            bearing a specific serial number and having a specific location;

      (b)   sublicensee shall hold Product Software in confidence for Nortel and
            interWAVE and shall not, at any time, without the prior written
            consent of Nortel and interWAVE, use or reproduce Product Software
            except as expressly permitted hereunder or divulge Product Software
            to any person other than employees of sublicensee with a need to
            know; and

      (c)   the right to use Product Software shall be in accordance with the
            laws applicable in the country in which the relevant instance of
            interWAVE Product is sold but so as not to affect, but to preserve,
            the proprietary and confidential nature of Product Software and any
            patent, copyright, or other rights of Nortel, its Subsidiaries and
            Affiliates applicable to Support Software.

4.6.  SUBLICENSE ENFORCEMENT: interWAVE shall negotiate, execute, administer and
      monitor each of Product Software sublicense agreements to ensure
      compliance with all of the relevant provisions of this Agreement. In the
      event a Sublicensee is in default under its sublicense agreement,
      interWAVE shall so advise Nortel in writing, promptly, and exercise as
      soon as reasonably possible such rights and recourses as it may have in
      the circumstances with particular emphasis on preserving the proprietary
      and confidential nature of Support Software and any patent, copyright or
      other rights of Nortel, its Subsidiaries or Affiliates, applicable to
      Support Software.


                                                                   Page 4 of 29
<PAGE>

4.7.  USE BY INTERWAVE: In the event interWAVE uses interWAVE Products for its
      own purposes other than for matters associated with the exercise of this
      Agreement (such matters including, by way of example, captive offices for
      developing, testing and demonstrating interWAVE Products, or training, as
      contemplated herein) interWAVE's use of the related Product Software shall
      be subject to the provisions hereunder applicable to its sublicensees
      therefor.

4.8.  THIRD PARTY SOFTWARE: In the event use of Support Software or Product
      Software derived therefrom requires the presence or associated execution
      of software proprietary to a third party, interWAVE, solely, shall be
      responsible for acquiring the necessary rights to such third party
      software and shall bear all the costs associated therewith.

4.9.  COPYRIGHT NOTICES, USE BY GOVERNMENT: interWAVE shall not remove or
      destroy any copyright or restricted rights notices affixed by Nortel to
      any original media containing Support Software or Documentation. All
      interWAVE Products incorporating Product Software or portions thereof
      distributed to the U.S. Government shall contain required "Restricted
      Rights" notices substantially as follows: "Use, duplication or disclosure
      by the U.S. government is subject to restrictions as set forth in DFARS
      252.227-7013(c)(i)-(ii); FAR 52.227-19; and FAR 52.227-14, Alternate III,
      as applicable (including any subsequent clauses) or any other applicable
      Federal government regulations." Any copies of Product Software or
      Documentation distributed by interWAVE shall either be labeled in the same
      manner as on the original media or in a manner substantially similar to
      the following:

            -C-   Copyright "YEAR" interWAVE and its licensors.
                  All Rights Reserved.

                                    ARTICLE 5

                       FURNISHING OF TECHNICAL INFORMATION

5.1.  SUPPORT INFORMATION: Nortel shall, to the extent of its legal right so to
      do, furnish to interWAVE Support Information, in the form then being
      used in Nortel's facilities at Richardson, Texas; Guyancourt, France; and
      Ottawa, Canada in its day to day operations. An initial listing of said
      Support Information is attached hereto as Schedule A. Further Support
      Information provided by Nortel shall be treated as such provided the
      parties execute by written amendment a revised Schedule A; in the absence
      of such written amendment, such information shall be treated as
      Confidential Information.  Except with respect to the information in
      Schedule A, Nortel shall not be obligated to develop or produce any new
      or unavailable Support Information to perform its obligations under this
      Agreement.

5.2.  TIMETABLE: Nortel shall commence the supply of Support Information as soon
      as reasonably possible following execution hereof.

5.3.  DELIVERY: Technical Information shall be deemed delivered upon delivery to
      interWAVE, care of the common carrier designated by interWAVE, at Nortel's
      facility from which such information is furnished.

5.4.  NORTEL NETWORK ACCESS: interWAVE acknowledges that it shall not acquire
      under this Agreement any rights to access systems, databases, applications
      or services resident or based on, or constituting a portion of, the
      various mainframe computer systems and local area and wide-area network
      facilities (including, without limitation, workstations


                                                                   Page 5 of 29

<PAGE>

          and personal computers connected thereto) operated by Nortel and
          its Subsidiaries or Affiliates. In the event the Parties jointly
          determine that such access is appropriate, they shall enter into a
          separate written agreement in respect thereof.


                                   ARTICLE 6

                    TECHNICAL ASSISTANCE AND TESTING SERVICES

6.1.      PRODUCTS TO BE TESTED, TESTING FACILITIES: interWAVE shall delvier
          to Nortel interWAVE Products, specified in a written product
          schedule, along with interWAVE-developed testing, interconnecting,
          or other equipment or items deemed necessary by Nortel and
          interWAVE ("Ancillary Equipment") to enable Nortel and interWAVE
          to perform Testing Services hereunder. interWAVE shall deliver the
          interWAVE Products and Ancillary Equipment to Nortel and Nortel
          shall use its best efforts to schedule the tests of the interWAVE
          Products in accordance with dates set forth in a written timetable
          schedule, provided (a) said product schedule and said timetable
          schedules are provided not less than ninety (90) days in advance of
          the times set forth for Testing; and (b) time is not of the essence
          with respect to the performance of Testing by Nortel. Notwithstanding
          interWAVE's failure to provide said ninety (90) days notice, Nortel
          will make good-faith efforts to perform Testing Services in
          accordance with the written schedules proposed. To facilitate
          Nortel's efforts to make its testing facilities available, interWAVE
          shall provide, on a quarterly basis, a written schedule showing new
          product release dates and projected testing facility needs for the
          following twelve months.

6.2       TECHNICAL REPRESENTATIVES: interWAVE and Nortel shall each supply
          to the other the name of a technical representative through whom
          all communications relating to the Testing shall be made
          (respectively "interWAVE's Technical Representative" and "Nortel's
          Technical Representative"). interWAVE's Technical Representative
          shall provide such assistance as Nortel may require in order to set
          up and adjust the interWAVE Products and Ancillary Equipment to
          enable Testing of the interWAVE Products to determine its
          inter-operability with Nortel's GSM Products. interWAVE's Technical
          Representative shall be informed of the time, location and identity
          of the Testing and shall attend the Testing and witness all aspect
          thereof. In the event interWAVE's Technical Representative or
          another interWAVE employee designated by interWAVE is unavailable
          or otherwise fails to attend, Nortel shall at its option either
          perform, postpone or cancel the Testing.

6.3       INFORMATION TO BE PROVIDED BY INTERWAVE: interWAVE shall supply to
          Nortel technical and operating descriptions of the interWAVE
          Products as may be required by Nortel to facilitate the performance
          of Testing Services, including, without limitation the following (to
          be hereinafter referred to as "interWAVE SUPPORT INFORMATION"):

          (a)       a general description of the interWAVE Products including
                    its interaction with the telephone network;

          (b)       full details of all physical interconnections required by
                    the interWAVE Products in all modes of operation;

          (c)       full details of the methods required to allow Nortel to
                    provide normal and appropriate input signals to the
                    interWAVE Products during the Testing;

<PAGE>

          (d)       a completed questionnaire, said questionnaire supplied by
                    Nortel at least two (2) weeks prior to the date the
                    Testing is scheduled to begin;

          (e)       any information derived by interWAVE from prior
                    certification tests involving the interWAVE Products or
                    from the operation of the interWAVE Products which would
                    relate to the Testing of the interWAVE Products; and

          (f)       interWAVE system test scripts and interWAVE test
                    specifications.

6.4.      TESTING SERVICES: The Testing Services shall consist of "Initial
          Testing" and "Retesting". Nortel shall provide Testing Services
          (i.e., Initial Testing followed by Retesting) at a frequency of
          three (3) times per year. The duration of said Testing Services
          shall be not more than two weeks of Initial Testing and not more
          than one week of Retesting. As well, Nortel shall schedule an
          additional two (2) weeks of Initial Testing for the first Initial
          Testing period and an additional one (1) week of Initial Testing
          for the second Initial Testing period, and Nortel shall use
          reasonable efforts to accommodate interWAVE's schedule in connection
          therewith.

6.5.      INITIAL TESTING: The "INITIAL TESTING" shall consist of a test
          suite as Nortel and interWAVE jointly determine and specify in
          writing to be appropriate with respect to interWAVE Products. The
          Testing Services will be based upon the Support Information
          specified in Schedule A and the interWAVE Support Information. The
          Initial Testing shall determine the compliance of the interWAVE
          Products with the Specifications in Schedule A and the interWAVE
          Support Information. The Initial Testing will not determine the
          causes of any noncompliance with said Specifications and interWAVE
          Support Information.

6.6.      RETESTING: Upon receipt of a written request from interWAVE, and in
          accordance with a retesting schedule as shall be mutually agreed
          upon by the parties, Nortel shall provide interWAVE a subset of the
          above-referenced Initial Testing for the purpose of retesting
          ("RETESTING") any interWAVE Products which has been modified by
          interWAVE in order to correct issues which may have been discovered
          during Initial Testing; PROVIDED, however, that such access shall
          be provided to interWAVE only one time per Testing Services cycle,
          for a period not to exceed one week of time.

6.7.      ADDITIONAL TESTING: For Testing Services in excess of the stated
          frequency or duration of the Initial Testing and Retesting, Nortel
          may, at its option, following written notification to interWAVE,
          invoice interWAVE at Nortel's then-existing fully loaded costs (a
          schedule of Nortel's current fully loaded costs for Lab Services,
          which may be changed by Nortel from time to time in its sole
          discretion, is attached hereto as Schedule B). Nortel shall invoice
          interWAVE for such fees plus any taxes or like fees or charges
          which may be assessed against, or otherwise payable by, Nortel for
          Nortel's performance, except for any such tax, fee, or charge on
          Nortel's net income. interWAVE shall pay Nortel such fees within
          thirty (30) days of receipt of such invoice.

6.8.      COMMUNICATION AND DISCLOSURE OF RESULTS: Nortel shall promptly
          communicate the results of all Testing Services and any "Retesting"
          performed hereunder to interWAVE. interWAVE shall be entitled to
          disclose such results and the non-proprietary test methods,
          provided that interWAVE shall not include any reference to Nortel
          or include any information that would identify Nortel without
          Nortel's written consent. Nortel may, with interWAVE's written
          permission, provide such results to Nortel's customers, subject to
          such restrictions as the Parties deem to be appropriate regarding
          further disclosure by such customers of the results.

<PAGE>

6.9.  OTHER FACILITIES:  Nortel shall make available to interWAVE two
      cubicles of office space for use by interWAVE personnel, furnished with
      basic office furniture; provided that interWAVE shall provide any
      necessary computing equipment and test equipment it should choose to
      maintain at said office.

                                    ARTICLE 7

                               OTHER ASSISTANCE

7.1.  MOBILE SWITCHING CENTER: The Parties acknowledge that the testing of
      the interWAVE Products and Developed Products may require access to the
      Nortel Mobile Switching Center ("MSC") to facilitate base station
      subsystem ("BSS") testing. interWAVE shall be accorded three (3) days
      use of the Nortel MSC per calendar quarter, usages in excess of this
      amount to be provided at Nortel's then-existing fully loaded cost (see
      Schedule B for Nortel's current "MSC Access Cost"). When interWAVE
      requires access to the Nortel MSC, it shall advise Nortel at the earliest
      opportunity (providing not less than thirty (30) days notice) and Nortel
      shall use reasonable endeavors to make such facilities available at the
      requested times. Notwithstanding interWAVE's failure to provide said
      thirty (30) days notice, Nortel will make good-faith efforts to provide
      access at the requested times.

7.2.  GSM COMPONENT PURCHASES: To the extent of its legal right to do so,
      Nortel will use reasonable efforts to make available, through its
      existing GSM Component suppliers, the prices, terms and conditions
      associated with the provision of GSM Components for products of the
      type covered by the ORIGINAL EQUIPMENT MANUFACTURING (OEM) AGREEMENT
      executed concurrently herewith. interWAVE shall communicate to Nortel
      on a quarterly basis its projected 12-month forecast of requirements
      for such GSM Components so that these requirements can be
      incorporated by Nortel into its purchasing negotiations with its GSM
      Component suppliers. In the case where Nortel can obtain lower costs
      from an alternate GSM Component supplier for one or more GSM
      Components, interWAVE shall consider using said GSM Component
      supplier for the supply of said GSM Components.

7.3.  TEST BED: interWAVE shall develop a test bed at Redwood City,
      California to facilitate Nortel's testing of the hardware and
      software necessary to support the ORIGINAL EQUIPMENT MANUFACTURING
      (OEM) AGREEMENT and to facilitate such other purposes to which the
      parties have mutually agreed. The Test Bed shall meet the
      specifications attached hereto in Schedule C. interWAVE shall invoice
      Nortel for a fixed amount of $320,370.00U.S. according to the terms of
      Section 9.1.1 ("Price and Payment") of Schedule 1 of the ORIGINAL
      EQUIPMENT MANUFACTURING (OEM) AGREEMENT for the creation and ongoing
      maintenance of the Test Bed.

7.4.  ACCESS: The parties agree that, when Nortel is not utilizing the Test
      Bed, it may be utilized by interWAVE; therefore, access to and use of
      the Test Bed shall be governed by written schedule, said schedule to be
      maintained by interWAVE so as to avoid conflicting needs therefor, said
      schedule further maintained so as to give Nortel absolute priority of
      use on three (3) days notice and preferential priority of use on one
      (1) days notice.

                                  ARTICLE 8


                                                                  Page 8 of 29
<PAGE>

                           CONFIDENTIAL INFORMATION

8.1.  CONFIDENTIAL INFORMATION: Each of the parties recognizes and agrees
      that the unauthorized use or disclosure of the other party's
      confidential or proprietary information relating to such party's
      business, plans, technology, and products ("Confidential Information")
      would cause irreparable injury to the disclosing party for which it
      would have no adequate remedy at law, and that an actual or threatened
      breach of this section shall entitle the disclosing party to obtain
      immediate injunctive relief prohibiting such breach, in addition to any
      other rights and remedies available to it.  If Confidential Information
      is disclosed orally, the disclosing party shall notify the receiving
      party of the confidential nature of the Confidential Information at the
      time of disclosure and such Confidential Information shall be reduced
      to writing, marked as confidential and delivered to the receiving party
      within thirty (30) days after oral disclosure.

8.2.  TECHNICAL INFORMATION CONSTITUTES CONFIDENTIAL INFORMATION:  interWAVE
      acknowledges that Technical Information furnished by Nortel pursuant
      hereto, or information communicated to or acquired by interWAVE as a
      consequence of the provision of technical assistance pursuant hereto,
      is Confidential Information as defined above and is and shall continue
      to be the exclusive property of Nortel.  interWAVE shall hold
      Confidential Information in confidence for Nortel and only make use of,
      or disclose, it as permitted by this Agreement.

8.3.  PROTECTION OF CONFIDENTIAL INFORMATION: For the period during and for
      three (3) years following the last day of the term all Confidential
      Information shall be subject to the following:

      (a)    The recipient shall restrict disclosure of the Confidential
             Information to only those of recipient's employees and
             contractors who (1) have a legal or contractual obligation to
             maintain the information in confidence according to this
             Article; and to those who (2) have a "need to know" (i.e.
             employees and contractors that require the Confidential
             Information to perform their responsibilities in connection with
             this Agreement).  The recipient shall not disclose Confidential
             Information to any other person or entity without the prior
             written consent of the disclosing party;

     (b)     The recipient shall use the Confidential Information only for
             the purposes of performing under this Agreement;

     (c)     The recipient shall advise those employees or contractors who
             access the Confidential Information of their obligations with
             respect thereto;

     (d)     The recipient shall copy the Confidential Information only as
             necessary for those employees or contractors who are entitled
             to receive it and ensure that all confidentiality notices are
             reproduced in full on such copies; and

     (e)     The recipient shall return all copies of such Confidential
             Information to the disclosing party at the disclosing party's
             request.

     (f)     If any Confidential Information is required to be disclosed in
             response to a valid order of the court or lawful request of a
             government agency, the recipient shall first notify the
             disclosing party of the order or request and permit the
             disclosing party to seek an appropriate protective order.


                                                                  Page 9 of 29

<PAGE>

       (g)   interWAVE shall not make or have made or permit to be made any
             copies or translations of Confidential Information, except those
             copies or translations which are necessary to the use hereunder by
             interWAVE, and all such copies or translations shall, upon
             reproduction by interWAVE, contain the same proprietary and
             confidentiality notices or legends as appear on Confidential
             Information.

8.1.   EXCLUSIONS: The confidentiality obligations set forth in this Section 8
       will not apply to any Confidential Information that:

       (a)   becomes known to the general public without fault or breach on the
             part of the receiving party;

       (b)   the receiving party obtains from a third party without breach of a
             nondisclosure obligation and without restriction on disclosure;

       (c)   is furnished to a third party by the disclosing party without a
             similar restriction on such third party's rights;

       (d)   can by written records be shown to have been known by the receiving
             party at the time of disclosure; or

       (e)   the receiving party can demonstrate to the reasonable satisfaction
             of the disclosing party was developed independently by employees or
             contractors of the receiving party who had no access to
             Confidential Information directly related to such independent
             development.

8.1.   NONDISCLOSURE OF TERMS: Neither party shall publicly disclose any
       information regarding the terms and conditions contained herein without
       having received prior approval, in writing, from the other party.


                                   ARTICLE 9

                              GRANT BACK LICENSE

9.1.   IMPROVEMENTS: If interWAVE makes any improvements, developments,
       inventions, changes or innovations directly related to the Technical
       Information (hereinafter called "Improvements"), and interWAVE files for
       a patent covering such Improvements, then:

       (a) if interWAVE files for and obtains, or otherwise acquires, any patent
           thereon in any country, interWAVE shall grant to Nortel a personal,
           non-exclusive, non-transferable, Sublicensable (as defined below),
           royalty-free full term license to make, have made, use, lease and
           sell products and software under any such patents, to the extent
           such patents directly relate to Improvements; or

       (b) if interWAVE intends to file such patent application(s) only in
           certain countries, interWAVE shall, within such time as will enable
           Nortel conveniently to make timely patent applications in such
           countries, provide Nortel, at its request, with all signature and
           documents necessary for filling applications for an obtaining such
           patent or patents in such countries wherein interWAVE does not
           intend, but in which Nortel may elect, to apply for patents covering
           any such patentable subject matter, provided Nortel shall file such
           patent applications at its own expense (but with such assistance as
           interWAVE may properly give) and interWAVE shall be

                                 Page 10 of 29
<PAGE>

           granted, a non-exclusive, free, unrestricted full term license (with
           the right to grant sublicenses) for such patents.

9.2.   For the purposes of section 9.1, "Sublicensable" shall mean sublicensable
       to:

       (a)   any joint venture, partnership, corporation or other entity in
             which Nortel owns or controls, directly or indirectly, twenty (20%)
             percent or more of the shares or other mechanism of control or
             influence by way of contractual or other legally enforceable
             rights; and/or

       (b)   any entity that acquires, directly or indirectly, any Nortel
             business or portion thereof whose products are covered by such
             patent.


                                   ARTICLE 10

                             DEVELOPMENT AGREEMENT

10.1.  DEVELOPMENT INFORMATION: From time to time the Parties may agree that
       interWAVE, Nortel, or the Parties jointly, shall undertake the
       development of products utilizing information of a design or other
       technical nature other than Support Information made available to
       interWAVE by Nortel (hereinafter termed "Development Information"). The
       Parties acknowledge that the following items will receive priority
       consideration as projects to be undertaken under the Development
       Agreement:

       (a)   Cost effective MAP interface for rural systems using low cost
             transmission and signalling;

       (b)   Integration of interWAVE OMC with Nortel OMC;

       (c)   Integration of interWAVE system with Nortel M1 PBX including
             delivery of features to GSM users; and

       (d)   Interface interWAVE MSC with Nortel IWF.

10.2.  DEVELOPMENT AGREEMENT: With respect to such development, the Parties
       agree as follows:

       (a)   TIMELY EXECUTED DEVELOPMENT AGREEMENT: Joint development of
             products utilizing Development Information shall take place only
             pursuant to a written Development Agreement between the Parties,
             SAID DEVELOPMENT AGREEMENT TO BE NEGOTIATED AND EXECUTED BY THE
             PARTIES NOT LATER THAN THE FIRST BUSINESS DAY FOLLOWING THE
             SIXTIETH (60) DAY AFTER THE EFFECTIVE DATE OF THIS AGREEMENT;

       (b)   PROJECT ADDENDA: The Development Agreement shall anticipate the
             performance of development activity on a project-by-project basis,
             with the details associated with a particular Project contained
             within one or more Project Addenda attached thereto;

       (c)   CONTENTS OF PROJECT ADDENDA: The Project Addenda shall specifically
             contain (1) a Project Title; (2) a Project Summary; (3) a Work Plan
             containing a Description and Specification of Deliverables, the
             Acceptance Criteria therefor;

                                 Page 11 or 29
<PAGE>

             the Delivery Dates for said Deliverables; (4) Descriptions of
             any required Reports; (5) Pricing / Payment Terms; (6) Termination
             conditions; and (7) Project Management contacts. The Project
             Addenda may or may not contain provisions with respect to
             Intellectual Property issues; however, if the Project Addenda
             does contain Intellectual Property provisions, and these
             provisions cannot be interpreted consistently with the
             Development Agreement, then the Intellectual Property
             provisions of the Project Addenda shall control.

       (d)   CONTENTS OF DEVELOPMENT AGREEMENT: The Development Agreement
             shall specifically contain (1) Definitions of important terms;
             (2) provisions governing the Working Relationship (e.g.,
             Provision of Deliverables, Delivery Dates, Acceptance Tests,
             Change Requests, Notices and Contacts); (3) provisions governing
             the handling of Confidential Information; (4) provisions
             governing the Intellectual Property rights of the Parties in
             the event any Project Addenda are silent upon the subject of
             Intellectual Property; (5) provisions governing the provision
             of necessary technical support and training; (6) appropriate
             representations, warranties, limitations of liability and duties
             to indemnify; and (7) conditions upon which the Development
             Agreement will terminate; PROVIDED, however, that the provisions
             of said Development Agreement with respect to, INTER ALIA,
             intellectual property rights may always be modified by the
             Parties on a project-by-project basis in the project-based
             Addenda attached thereto.

10.3.  IPR IN THE ABSENCE OF A TIMELY EXECUTED DEVELOPMENT AGREEMENT: In the
       event the Parties have not negotiated and executed the Development
       Agreement by the said first business day following the sixtieth (60th)
       day after the Effective Date of this Agreement, the ownership of the
       intellectual property rights arising from such development shall be as
       follows:

       (a)   if one Party contributes all material monetary funding and
             material human resources for any development activity, such Party
             shall, subject to the provisions of section 9.1 hereof, own all
             right, title and interest in and to any intellectual property
             rights arising from such development.

       (b)   if each Party has contributed material monetary funding or
             material human resources for any development activity, all
             intellectual property rights arising from such development, save
             for patents, shall be jointly owned with each Party having the
             right to exploit such intellectual property, including sublicensing
             thereof, at its sole discretion without reference to the other
             Party; in the event of a patentable invention, the Parties shall
             agree as to which of the Parties is to take ownership of any
             patents which may issue (disputes to be resolved according to the
             provisions of Article 16 ("Dispute Resolution")). The Party taking
             ownership may file applications for such patents file such patents,
             subject to the following:

             i.   where the Party having ownership of the patents elects to
                  file for any patent thereon in any country, that Party shall
                  grant to the other Party a non-exclusive, free, unrestricted,
                  full term license (with the right to grant sub-licenses
                  thereunder) to make, have made, use, lease and sell under any
                  such patents; and

             ii.  the Party not having ownership of the Patents may file for
                  patents thereon in countries not filed in by the Party having
                  ownership; in such case, the Party having ownership shall,
                  within such time as will enable


                                                                   Page 12 of 29
<PAGE>

                 the other Party conveniently to make timely patent applications
                 in such countries, provide the other Party, at its request,
                 with all signatures and documents necessary for filing
                 applications for and obtaining such patent or patents in such
                 countries, provided that the other Party shall file such patent
                 applications at its own expense (but with such assistance as
                 the Party having ownership may properly give) and the Party
                 having ownership shall be granted, if it so requests, a
                 non-exclusive, free, unrestricted, full term license (with the
                 right to grant sublicenses) for such patents.

                                      ARTICLE 11
                                      LIABILITY

11.1.  DISCLAIMER REGARDING TECHNICAL INFORMATION AND TECHNICAL ASSISTANCE:
       Nortel makes no representations in respect of Technical Information or
       technical assistance furnished pursuant hereto, but shall furnish such in
       good faith to the best of its knowledge and ability. Without restricting
       the generality of the foregoing, there are no representations, warranties
       or implied conditions as to merchantability or fitness for a particular
       purpose, or as to whether or not the use of Technical Information or
       technical assistance supplied hereunder will infringe any patent or any
       other rights (including intellectual property rights) of any other
       person.

11.2.  INDEMNIFICATION REGARDING TECHNICAL INFORMATION AND TECHNICAL
       ASSISTANCE: Except as set forth in section 11.5, interWAVE shall
       indemnify and hold Nortel harmless from any and all claims for damages,
       losses, expenses or costs (including counsel fees and expenses) arising
       out of the furnishing or receipt of any Technical Information or
       technical assistance pursuant hereto and hereby waives any claims that it
       might have or might pretend to have against Nortel, its employees and
       agents, as well as those of its Subsidiaries and Affiliates for or
       arising from the provision of Technical Information or technical
       assistance.

11.3.  LIABILITY FOR DAMAGE TO INTERWAVE PRODUCTS AND ANCILLARY EQUIPMENT:
       Liability for damage to, or loss of, the interWAVE Products and Ancillary
       Equipment during shipment and while on Nortel's premises, shall remain
       with interWAVE, unless such loss or damage is occasioned by the fault or
       negligence of Nortel, its agents or employees.

11.4.  DISCLAIMER AND INDEMNITY REGARDING TESTING SERVICES. NORTEL MAKES NO
       REPRESENTATIONS WITH RESPECT TO ANY TESTING SERVICES PERFORMED HEREUNDER
       OR ANY INFORMATION (INCLUDING TEST RESULTS) OR ANY TECHNICAL ASSISTANCE,
       ADVICE OR CONSULTATION FURNISHED IN CONNECTION WITH THIS AGREEMENT.
       WITHOUT RESTRICTING THE GENERALITY OF THE FOREGOING, NORTEL MAKES NO
       WARRANTIES, CONDITIONS, OR REPRESENTATIONS, WRITTEN OR ORAL, STATUTORY,
       EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF
       MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. EXCEPT FOR BREACH
       OF THE COVENANTS OF ARTICLE 8 ("CONFIDENTIAL INFORMATION"), NEITHER
       NORTEL, NOR ANY DIRECT OR INDIRECT SUBSIDIARY, AFFILIATE, EMPLOYEE OR
       AGENT OF NORTEL SHALL BE LIABLE FOR ANY SPECIAL, INCIDENTAL OR
       CONSEQUENTIAL DAMAGES OF ANY NATURE WHATSOEVER FOR ANY BREACH OF THIS
       AGREEMENT, FOR ANY DISCLOSURE OF THE RESULTS OF THE TESTING SERVICES AS
       PERMITTED BY SECTION 6 ("TECHNICAL


                                                                 Page 13 of 29
<PAGE>

        ASSISTANCE AND TESTING SERVICES"), WHETHER ARISING IN CONTRACT, TORT, OR
        OTHERWISE. IN NO EVENT WILL NORTEL'S, OR ITS SUBSIDIARY'S, AFFILIATE'S,
        EMPLOYEE'S OR AGENT'S LIABILITY IN CONNECTION WITH THIS AGREEMENT,
        WHETHER ARISING IN CONTRACT, TORT, OR OTHERWISE, EXCEED THE COST OF THE
        TESTING SERVICES PROVIDED HEREUNDER. interWAVE SHALL INDEMNIFY AND HOLD
        NORTEL, ITS DIRECT OR INDIRECT SUBSIDIARIES, AFFILIATES, EMPLOYEES AND
        AGENTS, HARMLESS FROM AND AGAINST ANY AND ALL ACTIONS OR SUITS BROUGHT
        BY ANY THIRD PARTIES IN RESPECT OF ANY SUCH TESTING SERVICES,
        DISCLOSURE OF THE RESULTS OF SUCH TESTING SERVICES AS PERMITTED BY
        SECTION 6, INFORMATION, TECHNICAL ASSISTANCE, ADVICE, OR CONSULTATION,
        EXCEPT WHERE SUCH ACTIONS OR SUITS ARE ATTRIBUTABLE TO THE NEGLIGENCE
        OF NORTEL AND ARE FOR DIRECT DAMAGES DUE TO PERSONAL INJURY OR TANGIBLE
        PROPERTY DAMAGE WHICH OCCURS (A) AT NORTEL'S PREMISES WHERE TESTING
        SERVICES TAKES PLACE AND (B) DURING THE PERFORMANCE OF THE TESTING
        SERVICES.

11.5.   Each party (the "Indemnifying Party") shall indemnify and save
        harmless the other party (the "Indemnified Party") from any liability
        or claim (including, without limitation, the costs and reasonable
        attorney's fees in connection therewith) that may be made by a third
        party for injury, including death, to persons or damages to property
        arising directly out of the Indemnifying Party's negligent acts or
        omissions in connection with such Indemnifying Party's performance of
        its obligations or exercise of its rights under this Agreement
        provided that the Indemnified Party has no contributory fault in
        connection with such liability or claim.

                                   ARTICLE 12
                                 FORCE MAJEURE

12.1.   If the performance of a party of any of its obligations pursuant to
        this Agreement is prevented, restricted, or interfered with by any
        circumstances beyond the reasonable control of that party, including
        without limitation, (a) fire, explosion, epidemic, hailstorm,
        hurricane, lightning, tornado, cyclone, flood, or other act of nature,
        (b) unavailability of supplies or sources of energy, power failure or
        breakdown of machinery, (c) war, revolution, civil commotion, acts of
        public enemies, blockade, or embargo, (d) any law, order, proclamation,
        regulation, ordinance, demand, or requirement of any government or any
        subdivision, authority or representative of any government, or (e)
        labor difficulties, including, without limitation, strikes, slowdowns,
        picketing or boycotts, then the party whose performance has been
        prevented, restricted, or interfered with shall be excused from such
        performance on a day-to-day basis to the extent of such prevention,
        restriction, or interference; provided such party shall use its best
        efforts to avoid or remove such causes of non-performance and shall
        proceed to perform with dispatch whenever such causes are removed or
        cease. In the event Nortel is unable to perform the Testing in
        accordance with Nortel's schedule as a result of any non-performance by
        interWAVE which is excused pursuant to this Section, Nortel shall be
        entitled to reschedule such Testing as Nortel determines to be
        appropriate.

                                    ARTICLE 13
                                   REGISTRATION


                                                                 Page 14 of 29

<PAGE>

13.1    Any approval of this Agreement by the Government of Bermuda, or any
        other government, or any officer or agent thereof, which is required
        to enable interWAVE to perform this Agreement shall be secured in
        writing by interWAVE who shall supply the same, or a true copy
        thereof, to Nortel within ninety (90) days of the date of execution
        of this Agreement.

                                    ARTICLE 14
                                     DURATION

14.1.   This Agreement shall commence on the date of its execution and
        terminate (save with the exception of the survivorship provisions)
        upon termination of the OEM Agreement, unless earlier terminated as
        hereinafter set forth, provided that upon termination, the parties
        agree to negotiate in good faith the extension of those portions of
        this Agreement relevant to interWAVE's ongoing support obligations
        to Nortel including any obligations arising under the ORIGINAL
        EQUIPMENT MANUFACTURING (OEM) AGREEMENT.

                                    ARTICLE 15
                                    TERMINATION

15.1.   BREACH: In the event either Party shall be in breach of, or fail to
        perform one or more of its material obligations under, this Agreement,
        the other Party may, by notice to the Party in default, require the
        remedy of the breach or the performance of the obligation and, if the
        Party so notified fails to remedy such breach or perform such
        obligation within ninety (90) days of the forwarding of a notice so to
        do, the other Party may, by notice, terminate this Agreement.

15.2.   UNENFORCEABILITY: In the event of an enforceable decision or
        directive declaring invalid an essential part of this Agreement,
        without which this Agreement would not have been entered into, this
        Agreement may, at the option of either Party, be terminated upon the
        giving of notice to the other Party.  Save as before set forth, in
        the event that any term, clause, provision or condition of this
        Agreement shall be similarly adjudged invalid for any reason
        whatsoever, such invalidity shall not affect the validity or
        operation of any other term, clause, provision or condition and such
        invalid term, clause, provision or condition shall be deemed to have
        been deleted from this Agreement.

15.3.   INSOLVENCY: In the event interWAVE commits any act of bankruptcy, or
        compounds with its creditors; or a petition or receiving order in
        bankruptcy is presented or made against interWAVE; or a petition for
        an administration order is presented in relation to interWAVE; or a
        resolution or petition to wind up interWAVE (other than for a legal
        reconstruction, reorganization or amalgamation) or a receiver or
        administrative receiver is appointed; and such act or petition is not
        cured, dismissed, or withdrawn within sixty (60) days thereafter; or
        interWAVE ceases to carry on business, Nortel may, without any delay,
        by notice, terminate this Agreement.  Any licenses and rights granted
        under this Agreement by interWAVE to and through Nortel are, for
        purposes of Section 365(n) of the U.S.  Bankruptcy Code, licenses of
        "intellectual property" within the meaning of Section 101 of the
        Bankruptcy Code.  Upon the commencement of a bankruptcy proceeding
        involving interWAVE, Nortel shall be entitled to retain and may fully
        exercise all rights and elections available under the Bankruptcy Code.

15.4.   GOVERNMENTAL APPROVALS:  In the event this Agreement does not receive
        all requisite approvals of any Government or governmental agency or
        officer within the period


                                                                 Page 15 of 29

<PAGE>


      stipulated in Article 13 ('Registration") hereof, this Agreement may, at
      the option of either Party, be terminated upon notice to the other
      Party, but such termination shall not affect any undertakings of
      confidentiality or non-use provided in this Agreement.

15.5. PRODUCT SOFTWARE: Notwithstanding anything else contained herein, in
      the event this Agreement is terminated, each sublicensee of Product
      Software shall continue to have the right to use Product Software
      provided:

      (a)   such sublicensee is not in default under its written sublicense
            agreement with interWAVE; and

      (b)   such sublicense agreement is not inconsistent with the terms of
            this Agreement.

15.6. SURVIVAL: The provisions of Article 2 (Technical Information Grant),
      Article 4 (Software Grant), Article 8 ("Confidential Information")
      related to confidentiality and non-use, the provisions of Article 9
      ("Grant Back License"), the provisions of Article 10 ("Development
      Agreements"), and the provisions of Article 11 ("Liability") shall
      survive the termination of this Agreement.  Upon any termination of
      this Agreement, interWAVE shall, at Nortel's expense, ship the Test Bed
      to a location in the continental United States as designated by Nortel.

                                   ARTICLE 16

                               DISPUTE RESOLUTION

16.1. In the event the Parties are unable to amicably settle disputes between
      them, and unless the Parties mutually elect to pursue an alternative
      dispute procedure, whether binding or non-binding, all actions or
      proceedings to enforce, or which arise in connection with or relate to,
      this Agreement, any of the agreements in the form of Exhibits hereto or
      any of the transactions contemplated hereby or thereby shall be brought
      and litigated exclusively in the United States District Court, Northern
      District of California (or, in the event such court does not have
      jurisdiction, the courts of the State of California located in such
      district), unless such actions or proceedings are required to be
      brought in another court to obtain subject matter jurisdiction over the
      matter in controversy.  In any such actions or proceedings, service of
      process may be made upon the other Party hereto by registered or
      certified mail, return receipt requested, to its address indicated
      herein, which service shall be deemed effective 10 days after mailing.
      Each of the Parties hereto (i) consents to the jurisdiction of such
      court or courts and to service of process by registered or certified
      mail, as provided above, or by any other manner provided by the laws of
      the State of California and the rules of such courts and (ii) waives
      any right it may have to assert the doctrine of FORUM NON CONVENIENS,
      to assert that it is not subject to the jurisdiction of such courts or
      to object to venue to the extent any action or proceeding is brought in
      accordance with this sub-clause.

16.2  WAIVER OF TRIAL BY JURY. INTERWAVE AND NORTEL WAIVE THE RIGHT TO A
      TRIAL BY JURY IN ANY ACTION OR PROCEEDING UNDER THIS AGREEMENT OR ANY
      ACTION OR PROCEEDING ARISING OUT OF THE TRANSACTIONS CONTEMPLATED
      HEREBY, REGARDLESS OF WHICH PARTY INITIATES ANY SUCH ACTION OR
      PROCEEDING.

                                  ARTICLE 17


                                                                 Page 16 of 29
<PAGE>


                                   NOTICES

17.1. FORM OF NOTICE: Any and all notices or other information to be given by
      one of the Parties to the other shall be in writing and shall be deemed
      sufficiently given when forwarded by prepaid, registered or certified
      first class air mail or by telegram, telex, facsimile transmission or
      hand delivery to the other Party at the following address:

      (a)  if to Nortel:                Northern Telecom Limited
                                        8200 Dixie Road, Suite 100
                                        Brampton, Ontario
                                        Canada L6T 5P6
                                        Attention: Secretary

      (b)  if to interWAVE:             interWAVE Communications International
                                        656 Bair Island Road
                                        Redwood City, CA 94063
                                        Attention: Chief Financial Officer

      and such notices shall be deemed to have been received fifteen (15)
      business days after mailing if forwarded by mail, and the following
      business day if forwarded by telegram, telex, facsimile transmission or
      hand.

17.2. CHANGE OF ADDRESS: The aforementioned address of either Party may be
      changed at any time by giving fifteen (15) business days prior notice
      to the other Party in accordance with the foregoing.

17.3. BEST EFFORTS: In the event of a generally-prevailing labor dispute or
      other situation which will delay or impede the giving of notice by any
      such means, in either the country of origin or of destination, the
      notice shall be given by such specified mode as will be most reliable
      and expeditious and least affected by such dispute or situation.

                                  ARTICLE 18
                                  ASSIGNMENT

18.1. ASSIGNMENT: This Agreement shall not be assigned or transferred by
      either Party, whether by way of merger, amalgamation, consolidation,
      reorganization, assignment, transfer, operation of law or otherwise,
      except with the written consent of the other or as otherwise provided
      pursuant to this Article.

18.2. Notwithstanding section 18.1, nothing herein shall prevent interWAVE
      from asssigning this Agreement, in its entirety, including all of its
      rights hereunder, to any person (the "Assignee"):

           (a) to whom interWAVE transfers substantially all of its assets; or

           (b) with whom interWAVE merges, amalgamates, consolidates or
               reorganizes and who thereby becomes the successor to the
               business of interWAVE;

      provided that:

           (a) if such Assignee is a Competitor of Nortel (as defined below)
               the provisions of section 18.4 below shall apply; and


                                                                Page 17 of 29
<PAGE>

              (b) the financial condition of such Assignee as of the date of
              such assignment shall be not substantially worse than the
              financial condition of interWAVE as of the Effective Date of
              this Agreement; and

              (c) such Assignee agrees in writing to Nortel (the
              "Acknowledgment") that it has assumed all obligations of
              interWAVE hereunder and shall be bound by the terms and
              conditions of this Agreement.

18.3.     For the purpose of this section a "Competitor of Nortel" means any
          person with whom Nortel competes and which has greater than two
          (2%) percent market share in the wireless telecommunications
          infrastructure products market.  Notwithstanding the foregoing, a
          person shall not be deemed to be a Competitor of Nortel simply by
          virtue of any competition arising solely from its acquisition of
          the business of interWAVE.  Nortel shall, from time to time, upon
          request from interWAVE, and in consultation with interWAVE, provide
          interWAVE with a current list of Competitors of Nortel and
          interWAVE shall be entitled to rely on such list for the purposes
          of section 18.2 until the later of: (i) one hundred and eighty
          (180) days from the date of issue by Nortel; or (ii) the date on
          which a new list is received by interWAVE.

18.4.     If the Assignee is a Competitor of Nortel, then within thirty (30)
          days of Nortel's receipt of the Acknowledgment, Nortel shall be
          entitled, at its option effective upon written notice to
          interWAVE, to terminate the following provisions of this Agreement
          (a "Partial Termination"): "Furnishing of Technical Information"
          (Article 5), "Technical Assistance and Testing Services" (Article
          6), "Mobile Switching Centre" (Section 7.1), GSM Component
          Purchases (Section 7.2), and "Access" (Section 7.4) and to
          terminate any Development Agreement made between the parties as
          contemplated by Article 10.  In the event:

          (a)     of a Partial Termination; or

          (b)     that this Agreement is terminated by interWAVE as a result
                  of a breach hereunder by Nortel; or,

          (c)     that this Agreement is terminated as a result of a breach
                  by Nortel under the OEM Agreement causing a termination of
                  the OEM Agreement; or

          (d)     that this Agreement is terminated by Nortel pursuant to the
                  provisions of section 15.2 hereof (Unenforceability),

Nortel shall refund to interWAVE, in either $US dollars or interWAVE shares
at Nortel's option, an amount calculated in accordance with the provisions of
Schedule D.  Notwithstanding the foregoing, Nortel shall pay the refund in
cash if the Fair Market Value (defined in accordance with the principles
articulated in Section 3.4(d)(iv)(d) of interWAVE's By-Laws) of one share of
interWAVE Series G Preferred Stock (a "Share") is less than six dollars and
six cents United States dollars ($U.S.6.06) per share.

18.5.     Notwithstanding section 18.1, this Agreement may be assigned by
          Nortel to any of its Subsidiaries or Affiliates upon notice to
          interWAVE.

18.6.     Notwithstanding any assignment, the Parties hereto shall remain
          liable for their respective obligations hereunder


                                                                 Page 18 of 29


<PAGE>

                                  ARTICLE 19

                                    GENERAL

19.1.     GOVERNMENTAL APPROVALS:  The Parties recognize that the transfer of
          Technical Information and Development Software to foreign countries
          may be subject to the specific approval of the governments of said
          foreign countries, or various agencies thereof, and international
          control organizations in which that government participates, and
          that such governments or agencies may require further approval
          before the communication or transfer of any Technical Information
          or the sale of interWAVE Products and Developed Products is made to
          or for a country other than the U.S.A. Accordingly, interWAVE shall
          not sell or lease interWAVE Products and Developed Products or
          transfer or communicate Technical Information into any such
          countries without receiving such prior specific approval.

19.2.     PREEXISTING DUTIES:  Nothing in this Agreement shall be construed
          as requiring Nortel to disclose Technical Information, to grant
          rights under licenses, or to render any technical assistance, which
          would violate any confidentiality undertakings which it has towards
          third persons or which would violate any present or future law or
          decree of any government or governmental officer or agency, and
          nothing contained herein shall require the disclosure of Technical
          Information which would increase or impose any obligations on
          Nortel with respect to third parties.  In the event that Nortel
          determines that any disclosure by it hereunder would require the
          consent of any third party, Nortel agrees to use reasonable efforts
          to obtain the consent of such third party to the disclosure.

19.3.     EXCLUSIONS:  Nothing contained in this Agreement shall be construed
          as:

          (a)     requiring Nortel to file any patent application, to secure
                  any patent or other intellectual property right or to
                  maintain any patent or other intellectual property right in
                  force;

          (b)     constituting a warranty or representation by Nortel as to the
                  validity or scope of any patent or other intellectual
                  property right licensed hereunder;

          (c)     constituting a warranty or representation by Nortel that any
                  manufacture, use, lease, sale or sublicense by interWAVE
                  hereunder will be free from infringement of patents or other
                  intellectual property rights other than those under which,
                  and to the extent to which, licenses are granted hereunder;

          (d)     constituting an agreement to bring or prosecute actions or
                  suits against third parties for infringements;

          (e)     conferring any right to use, in advertising, publicity or
                  otherwise, any name, trade name or trademark, or any
                  contraction, abbreviation or simulation thereof; or

          (f)     conferring by implication, estoppel or otherwise upon
                  interWAVE any license or other right under any patent or
                  other intellectual property right, except the licenses and
                  rights expressly granted hereunder to interWAVE.

19.4.     AUTONOMY: Nothing contained in this Agreement shall limit in any
          manner Nortel's right to discontinue or change the design or
          characteristics of its products at any time without notice and
          without liability.


                                                                 Page 19 of 29
<PAGE>

19.5.     NOTICE OF BREACH:  The failure of either Party to give notice to
          the other Party of the breach or non-fulfillment of any term,
          clause, provision or condition of this Agreement shall not
          constitute a waiver thereof, nor shall the waiver of any breach or
          non-fulfillment of any term, clause, provision or condition of this
          Agreement constitute a waiver of any other breach or
          non-fulfillment of that or any other term, clause, provision or
          condition of this Agreement.

19.6.     INTEGRATION / ENTIRE AGREEMENT: This Agreement sets forth the entire
          agreement and understanding between the Parties with respect to
          Technical Information and interWAVE's use thereof, save for
          Development Agreements, and supersedes and cancels all previous
          negotiations, agreements, commitments and writings in respect to the
          subject matter hereof.  Neither Party hereto shall be bound by any
          term, clause, provision or condition save as expressly provided in
          this Agreement or as duly set forth on or subsequent to the date
          hereof in writing, signed by duly authorized officers of the Parties.

19.7.     INDEPENDENT PARTIES:  Nothing in this Agreement shall be construed
          as establishing or implying any partnership between the Parties
          hereto, and nothing in this Agreement shall be deemed to constitute
          either of the Parties hereto as the agent of the other Party or
          authorize either Party to incur any expenses on behalf of the other
          Party or to commit the other Party in any way whatsoever, without
          obtaining the other Party's prior written consent.

19.8.     CONFIDENTIALITY OF TERMS, PUBLICITY:  The existence of this
          Agreement, as well as its terms and conditions, shall be held in
          confidence by both Parties and only disclosed as may be agreed to
          by both Parties or as may be required to meet security disclosure
          or export permit requirements.  Neither Party shall make public
          statements or issue publicity or media releases with regard to this
          agreement or the relationship between the Parties without the prior
          written approval of the other Party.

19.9.     GOVERNING LAW:  This Agreement and all Purchase Orders shall be
          governed by the laws of the State of California, without
          application of conflict of law rules.  The Vienna International
          Convention for the Sale of Goods shall not apply.

          IN WITNESS WHEREOF, the Parties hereto have signed and executed
this Agreement on the date first above mentioned.


NORTHERN TELECOM LIMITED          interWAVE Communications International, Ltd.


Per: /s/ [ILLEGIBLE]                   Per: /s/ [ILLEGIBLE]
    --------------------              ---------------------

Per:                              Per:
    --------------------              ---------------------


                                                                 Page 20 of 29

<PAGE>

                                SCHEDULE "A"

                             SUPPORT INFORMATION

A-interface

<TABLE>
<CAPTION>
#   Title                 Reference                Description
-----------------------------------------------------------------------------------------------
<S> <C>                   <C>                      <C>
1   Approved GSM          http://136.147.68.68/    References the latest GSM specs.
    specs. Reference      plm/PLP/index.html       That are used by Nortel
    table
-----------------------------------------------------------------------------------------------
2   BSS v9 conformance    Pe/bss/dd/94             Provides the table of compliance
    to GSM phase2         3.2en                    against the latest GSM specs.
-----------------------------------------------------------------------------------------------
3   BSS fmg validation    Pe/sys/djd/244           Test specifications used to establish
    test specification    5.1en                    compliancy
-----------------------------------------------------------------------------------------------
4   BSS load, fmg,        Pe/sys/djd/402           Test spec for traffic management
    stability test spec                            functions under load
-----------------------------------------------------------------------------------------------
5   GSM BSSMAP spec.      Pe/bss/dd/0060           A interface procedure definition in the
    Procedures            V8.02                    view of the BSS
-----------------------------------------------------------------------------------------------
6   GSM BSSMAP spec.      Pe/bss/dd/0066           A interface message dictionary
    Messages              V8.02
-----------------------------------------------------------------------------------------------
7   DMS-MSC MAP           PLS/MMA2BC               Complete MAP Phase 2 spec
    Phase 2
    Specification
-----------------------------------------------------------------------------------------------
8   NSS GSM08             http://136.147.68.68/    This document provides the NSS
    compliance            rdops/sysint/SPECX       compliance table for the GSM08
                          FR/approved spec/i       release
                          ndex.html
-----------------------------------------------------------------------------------------------
</TABLE>

Air-interface

<TABLE>
<CAPTION>
#   Title                           Reference                Description
-----------------------------------------------------------------------------------------------
<S> <C>                             <C>                      <C>
9   BSS L1M validation test         Pe/sys/djd/025           BSS v10 layer 1
    specification                   0                        management
                                    V06.02/en                functions
-----------------------------------------------------------------------------------------------
10  BSS TMG validation test         Pe/sys/djd/024           Traffic management
    specification Tome1             4                        functional test (V10)
                                    V06.02/en
-----------------------------------------------------------------------------------------------
11  BSS TMG validation test         Pe/sys/djd/024           Traffic management
    specification Tome2             2                        functional test (V10)
                                    V02.02/en
-----------------------------------------------------------------------------------------------
</TABLE>


                                                                  Page 21 of 29
<PAGE>

MSC - PSTN (SS7,R1,R2,PRI)

<TABLE>
<CAPTION>
#   Title                           Reference                Description
-----------------------------------------------------------------------------------------------
<S> <C>                             <C>                      <C>
12  NSS GSM08 compliance            http://136.147.68.68     This document
                                    /rdops/sysint/SPEC       provides the NSS
                                    XFR/approved_spec        compliance table for
                                    /index.html              the GSM08 release
-----------------------------------------------------------------------------------------------
13  ETSI ISUP Specification         PLS/ETSIISUP/AD0         Generic list of
                                    4                        specification and
                                                             procedure to adopt
                                                             country specific ISUP
-----------------------------------------------------------------------------------------------
14  ETSI ISUP R2 Interworking       PLS/ETSIIR2IW/AB         Specification and tests
                                    03                       for R2 PSTN
                                                             termination
-----------------------------------------------------------------------------------------------
15  ETSI PRI < > ETSI ISUP          PLS/EPRIESUP/AA          Specification and tests
    Interworking                    09                       for PRI PSTN
                                    Release 8.3              termination
-----------------------------------------------------------------------------------------------
</TABLE>

MSC - TWF

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------
#   Title                           Reference                Description
-----------------------------------------------------------------------------------------------
<S> <C>                             <C>                      <C>
16  MSC/IWF interface Protocol      PLS/MSCIWF               Specifies the interface with
    Specification                                            the Motorola IWF
-----------------------------------------------------------------------------------------------
</TABLE>

MAP (HLR - MSC, MSC - MSC, SMS - HLR/MSC, HLR/MSC-SIM)

<TABLE>
<CAPTION>
#   Title                           Reference                Description
-----------------------------------------------------------------------------------------------
<S> <C>                             <C>                      <C>
17  DMS HLR MAP v.2                 Ae1338rt.ab01            Description of the MAP access
    Support                                                  protocols to the HLR
-----------------------------------------------------------------------------------------------
18  DMS HLR basic                   Ae1338dd.ab01            Description of inter-MSC
    roaming                                                  protocols for roaming
-----------------------------------------------------------------------------------------------
19  HLR/AUC PS FILE                 FMDOC/HMDFT              Describes the interfaces
    TRANSFER SPEC.                                           supported by the HLR/AUC
                                                             Provisioning Server for the
                                                             processing of files containing
                                                             provisioning data.
-----------------------------------------------------------------------------------------------
20  MOBILE SUBSCRIBER               PLS                      Describes the interface between
    PROVISIONING                    FMDOC/MSPPS              the (AdC) for subscription
    PROTOCOL                                                 administration towards a DMS
                                                             HLR via a DMS HLR/AUC
                                                             Provisioning Server (HLR-PS).
-----------------------------------------------------------------------------------------------
21  SIM PERSONALIZATION             PLS                      Describes the interface between
    SYSTEM INTERFACE                FMDOC/SPSIS              the SIM Personalization System
                                                             (SPS) and the HLR/AUC
                                                             Mediation Device for the
                                                             creation and deletion of
                                                             subscribers.
-----------------------------------------------------------------------------------------------
</TABLE>

VMS - MSC/HLR

<TABLE>
<CAPTION>
#   Title                           Reference                    Description
-----------------------------------------------------------------------------------------------
<S> <C>                             <C>                          <C>
22  VMS acceptance test             Inter - op test lab library  Lists the test cases and
    plan                                                         procedures for VMS
-----------------------------------------------------------------------------------------------
</TABLE>


                                                                  Page 22 of 29
<PAGE>

SMS - MSC/HLR
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------
#    Title                      Reference                     Description
-----------------------------------------------------------------------------------------
<S>  <C>                        <C>                           <C>
23   SMS acceptance test plan   Inter - op test lab library   Lists the test cases and
                                                              procedures for SMS
-----------------------------------------------------------------------------------------
</TABLE>


BILLING
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------
#    Title                      Reference                     Description
-----------------------------------------------------------------------------------------
<S>  <C>                        <C>                           <C>
24   MSC FTAM                   PLS/DOC/MSC/FTAM              Describes the structure of
                                                              the CDR in FTAM mode
-----------------------------------------------------------------------------------------
25   MSC XFER                   PLS/DOC/MSC/XFER              Describes the structure of
                                                              the CDR in XFER mode
-----------------------------------------------------------------------------------------
26   Q-239-1 MSC                PLS/DOC/MSC/Q239              Lists CDR parameters
-----------------------------------------------------------------------------------------
</TABLE>


PBX INTERWORKING
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------
#    Title                      Reference                     Description
-------------------------------------------------------------------------------------------
<S>  <C>                        <C>                           <C>
27   PABX Interworking          Document in progress          This document will describe
     test specification                                       the interworking test for GSM
                                                              MSC with Nortel PBX products
-------------------------------------------------------------------------------------------
</TABLE>





                                                                   Page 23 of 29

<PAGE>

                                 SCHEDULE "B"

                               NORTEL LAB COSTS

<TABLE>
<S>                                                     <C>
       NTP Documentation*                               $200/doc
       Consulting Services                              $195/hr
       Engineering Support                              $195/hr

       Lab Setup Fee                                    $3200/visit
       Test Plan Review Fee                             $1200/plan
       Onsite Lab Access (incl. Technical Support)      $3120/day

       Remote Lab Access                                $3120/day
       Author Test Plan                                 $8000/plan
       Exit Report                                      $5200/report

       MSC Access Cost
            Lab Setup Fee                               $3200/visit
            Engineering Support [two engineers]         $390/hr
</TABLE>

-   Documentation fees are per document and do not include interpretation.
    *"NTP" means Northern Telecom Practice.

-   Consulting Services and Lab Access are quoted per job based on a specific
    statement of work.

-   On site and remote access is available in one-day (i.e., 8-hour) increments.

-   Fees are required in advance.




                                                                   Page 24 of 29

<PAGE>

                                  SCHEDULE C

                           TEST BED SPECIFICATIONS

<TABLE>
<CAPTION>
Part No.                   Description                   Qty
-------------------------------------------------------------
<S>             <C>                                      <C>
M5060N          WAVEXchange NSS                          1
S500400N        WAVEXchange NSS S/W - Base               1
S500500N        WAVEXchange NSS S/W - per TRX            24

M5030N          WAVEXpress BSC-30                        2

M5320N          WAVEXpress 3-TRX BTS (900Mhz)            4

M5322N          WAVEXpress 3-TRX BTS (1800Mhz)           4

M8050SN         WAVEView OMC-200                         1
S500600N        WAVEView OMC-200 S/W - Base              1
S500700N        WAVEView OMC-200 S/W - per TRX           24
</TABLE>

interWAVE shall provide like for like card substitutions to allow Nortel to
test GSM 1900 versions of interWAVE products.




                                                                   Page 25 of 29

<PAGE>

                                  SCHEDULE D
                          PARTIAL TERMINATION REFUND

<TABLE>
<CAPTION>
DATE OF PARTIAL TERMINATION    PERCENT REFUND    INTERWAVE SHARES* OR US$*
--------------------------------------------------------------------------
<S>                            <C>               <C>               <C>
Prior to 1st Anniversary**          65%          375,556           $2.275 m
Prior to 2nd Anniversary            45%          260,000           $1.575 m
Prior to 3rd Anniversary            30%          173,333           $1.05 m
Prior to 4th Anniversary            15%           86,667           $0.525 m
After 4th Anniversary               0               0              $0
</TABLE>

* For greater certainty, the refund shall be paid in Shares or cash, but not
both, and the amounts shown are based on consideration of three million, five
hundred thousand US dollars (US$3,500,000) or five hundred and seventy-seven
thousand, seven hundred and seventy-eight (577,778) interWAVE shares.

** Anniversary refers to the anniversary of the Effective Date.




                                                                   Page 26 of 29