EXHIBIT 10.37


$49,500,000

LEASE AGREEMENT

BETWEEN

BNP LEASING CORPORATION, 
AS LANDLORD

AND

3COM CORPORATION,
AS TENANT

EFFECTIVE AS OF NOVEMBER 20, 1996
(North First Street Property)


This Agreement is being facilitated by the following banks:
Banque Nationale de Paris
ABN AMRO Bank N.V.


TABLE OF CONTENTS
1.      Definitions
	(a)     Active Negligence
	(b)     Additional Rent
	(c)     Administrative Fee
	(d)     Affiliate
	(e)     Applicable Laws
	(f)     Applicable Purchaser
	(g)     Attorneys' Fees
	(h)     Base Rent
	(i)     Base Rent Date
	(j)     Base Rent Period
	(k)     Breakage Costs
	(l)     Business Day
	(m)     Capital Adequacy Charges
	(n)     Closing Costs
	(o)     Change of Control Event
	(p)     Code
	(q)     Collateral
	(r)     Collateral Percentage
	(s)     Debt
	(t)     Default
	(u)     Default Rate
	(v)     Designated Sale Date
	(w)     Effective Rate
	(x)     Environmental Indemnity
	(y)     Environmental Laws
	(z)     Environmental Losses
	(aa)    Environmental Report
	(ab)    ERISA
	(ac)    ERISA Affiliate
	(ad)    ERISA Termination Event
	(ae)    Escrowed Proceeds
	(af)    Eurocurrency Liabilities
	(ag)    Eurodollar Rate Reserve Percentage
	(ah)    Event of Default
	(ai)    Excluded Taxes
	(aj)    Fair Market Value
	(ak)    Fed Funds Rate
	(al)    Funding Advances
	(am)    GAAP
	(an)    Hazardous Substance
	(ao)    Hazardous Substance Activity
	(ap)    Impositions
	(aq)    Improvements
	(ar)    Indemnified Party
	(as)    Initial Funding Advance
	(at)    Landlord's Parent
	(au)    LIBOR
	(av)    Lien
	(aw)    Losses
	(ax)    Ordinary Negligence
	(ay)    Participant
	(az)    Participation Agreement
	(ba)    Permitted Encumbrances 
	(bb)    Permitted Hazardous Substance Use
	(bc)    Permitted Hazardous Substances   
	(bd)    Permitted Transfer       
	(be)    Person   
	(bf)    Plan     
	(bg)    Pledge Agreement         
	(bh)    Prime Rate       
	(bi)    Purchase Agreement       
	(bj)    Purchase Price   
	(bk)    Qualified Payments       
	(bl)    Remaining Proceeds       
	(bm)    Rent     
	(bn)    Responsible Financial Officer    
	(bo)    Spread   
	(bp)    Stipulated Loss Value    
	(bq)    Subsidiary       
	(br)    Tenant's Knowledge       
	(bs)    Term     
	(bt)    Unfunded Benefit Liabilities     
	(bu)    Upfront Fee      
	(bv)    Voluntary Minimum Pledge Commitment  
	(bw)    Other Terms and References       
2.      Term     
3.      Rental   
	(a)     Base Rent        
	(b)     Upfront Fee      
	(c)     Administrative Fees      
	(d)     Additional Rent  
	(e)     Interest and Order of Application        
	(f)     Net Lease        
	(g)     No Demand or Setoff      
4.      Insurance and Condemnation Proceeds      
5.      No Lease Termination     
	(a)     Status of Lease  
	(b)     Waiver By Tenant        
6.      Purchase Agreement, Pledge Agreement and Environmental Indemnity  
7.      Use and Condition of Leased Property     
	(a)     Use      
	(b)     Condition        
	(c)     Consideration of and Scope of Waiver
8.      Other Representations, Warranties and Covenants of Tenant   
	(a)     Financial Matters        
	(b)     Existing Contract        
	(c)     No Default or Violation  
	(d)     Compliance with Covenants and Laws       
	(e)     Environmental Representations    
	(f)     No Suits         
	(g)     Condition of Property    
	(h)     Organization     
	(i)     Enforceability   
	(j)     Not a Foreign Person     
	(k)     Omissions        
	(l)     Existence        
	(m)     Tenant Taxes     
	(n)     Operation of Property    
	(o)     Debts for Construction   
	(p)     Impositions      
	(q)     Repair, Maintenance, Alterations and Additions        
	(r)     Insurance and Casualty   
	(s)     Condemnation     
	(t)     Protection and Defense of Title  
	(u)     No Liens on the Leased Property  
	(v)     Books and Records        
	(w)     Financial Statements; Required Notices; 
		Certificates as to Default       
	(x)     Further Assurances       
	(y)     Fees and Expenses; General Indemnification;
		Increased Costs; and Capital Adequacy Charges
	(z)     Liability Insurance      
	(aa)    Permitted Encumbrances   
	(ab)    Environmental    
	(ac)    Affirmative Financial Covenants  
	(ad)    Negative Covenants       
		(i) Liens        
		(ii) Transactions with Affiliates        
		(iii) Mergers; Sales of Assets   
		(v) Change of Business   
	(ae)    ERISA    
9.      Representations, Warranties and Covenants of Landlord         
	(a)     Title Claims By, Through or Under Landlord         
	(b)     Actions Required of the Title Holder     
	(c)     No Default or Violation  
	(d)     No Suits         
	(e)     Organization     
	(f)     Enforceability   
	(g)     Existence        
	(h)     Not a Foreign Person     
10.     Assignment and Subletting        
	(a)     Consent Required         
	(b)     Standard for Landlord's Consent to Assignments
		and Certain Other Matters    
	(c)     Consent Not a Waiver     
	(d)     Landlord's Assignment    
11.     Environmental Indemnification    
	(a)     Indemnity        
	(b)     Assumption of Defense    
	(c)     Notice of Environmental Losses   
	(d)     Rights Cumulative        
	(e)     Survival of the Indemnity        
12.     Landlord's Right of Access       
13.     Events of Default        
	(a)     Definition of Event of Default   
	(b)     Remedies         
	(c)     Enforceability   
	(d)     Remedies Cumulative      
	(e)     Waiver by Tenant         
	(f)     No Implied Waiver        
14.     Default by Landlord      
15.     Quiet Enjoyment  
16.     Surrender Upon Termination       
17.     Holding Over by Tenant   
18.     Miscellaneous    
	(a)     Notices  
	(b)     Severability     
	(c)     No Merger        
	(d)     NO IMPLIED REPRESENTATIONS BY LANDLORD   
	(e)     Entire Agreement         
	(f)     Binding Effect   
	(g)     Time is of the Essence   
	(h)     Termination of Prior Rights      
	(i)     Governing Law    
	(j)     Waiver of a Jury Trial   
	(k)     Not a Partnership, Etc   
	(l)     Tax Reporting
	

Exhibits and Schedules

Exhibit A       Legal Description
Exhibit B       Encumbrance List
Exhibit C       Intentionally Deleted
Exhibit D       Intentionally Deleted
Exhibit E       Covenant Compliance Certificate
Exhibit F       Certificate Setting Forth the Calculation of the Spread
Exhibit G       List of Environmental Reports


LEASE AGREEMENT
	
	This LEASE AGREEMENT (hereinafter called this 
"Lease"), made to be effective as of November 20, 1996 (all 
references herein to the "date hereof" or words of like effect
shall mean such effective date), by and between BNP LEASING CORPORATION,
a Delaware corporation (hereinafter called "Landlord"), and 3COM 
CORPORATION, a California corporation (hereinafter called "Tenant");
W I T N E S E T H   T H A T:
	WHEREAS, pursuant to a Sale Agreement dated as of July 
16, 1996 (as amended, hereinafter called the "Existing 
Contract") between Tenant and Metropolitan Life Insurance 
Company, a New York corporation (hereinafter called "Seller"), 
concerning the land described in Exhibit A attached hereto 
(hereinafter called the "Land") and the improvements on such 
Land, if any, Landlord is acquiring the Land and improvements 
(if any) from Seller contemporaneously with the execution of 
this Lease; 
	WHEREAS, in anticipation of Landlord's acquisition of 
the Land, any improvements on the Land and other rights and 
interests hereinafter described, Landlord and Tenant have 
reached agreement as to the terms and conditions upon which 
Landlord is willing to lease the same to Tenant, and by this 
Lease Landlord and Tenant desire to evidence such agreement;
	NOW, THEREFORE, in consideration of the rent to be 
paid and the covenants and agreements to be performed by 
Tenant, as hereinafter set forth, Landlord does hereby LEASE, 
DEMISE and LET unto Tenant for the term hereinafter set forth 
the Land, together with:
(i)     Landlord's interest in any and all buildings and 
improvements now or hereafter erected on the Land, 
including, but not limited to, the fixtures, attachments, 
appliances, equipment, machinery and other articles 
attached to any such buildings and improvements 
(hereinafter called the "Improvements");
(ii)    all easements and rights-of-way now owned or 
hereafter acquired by Landlord for use in connection with the Land 
or Improvements or as a means of access thereto;
(iii)   all right, title and interest of Landlord, now 
owned or hereafter acquired, in and to (A) any land lying within 
the right-of-way of any street, open or proposed, 
adjoining the Land, (B) any and all sidewalks and alleys 
adjacent to the Land and (C) any strips and gores between
the Land and abutting land (except strips and gores, if any,
between the Land and abutting land owned by Landlord, with respect
to which this Lease shall cover only the portion thereof to the 
center line between the Land and the abutting land owned 
by Landlord).

The Land and all of the property described in items (i) 
through (iii) above are hereinafter referred to collectively 
as the "Real Property".
	In addition to conveying the leasehold in the Real 
Property as described above, Landlord hereby grants and 
assigns to Tenant for the term of this Lease the right to use 
and enjoy (and, to the extent the following consist of 
contract rights, to enforce) any assignable interests or 
rights in, to or under the following that have been 
transferred to Landlord by Seller under the Existing 
Contract: (a) any goods, equipment, furnishings, furniture, 
chattels and personal property of whatever nature that are 
located on the Real Property and all renewals or replacements 
of or substitutions for any of the foregoing; and (b) any 
general intangibles, permits, licenses, franchises, 
certificates, and other rights and privileges.  All of the 
property, rights and privileges described above in this 
paragraph are hereinafter collectively called the "Personal 
Property". The Real Property and the Personal Property are 
hereinafter sometimes collectively called the "Leased Property."
	Provided, however, the leasehold estate conveyed 
hereby and Tenant's rights hereunder are expressly made 
subject and subordinate to the Permitted Encumbrances (as 
hereinafter defined) and to any other claims or encumbrances 
not asserted by Landlord itself or by third parties lawfully 
claiming through or under Landlord.
	The Leased Property is leased by Landlord to Tenant 
and is accepted and is to be used and possessed by Tenant 
upon and subject to the following terms, provisions, 
covenants, agreements and conditions:
1.      Definitions.  As used herein, the terms "Landlord," 
"Tenant," "Existing Contract," "Seller," "Land," "Improvements,"
"Real Property," "Personal Property" and "Leased Property" shall 
have the meanings indicated above and the terms listed 
immediately below shall have the following meanings:

(a)     Active Negligence.  "Active Negligence" of an 
Indemnified Party means, and is limited to, the negligent conduct
of activities on the Leased Property by the Indemnified Party in a manner 
that proximately causes actual bodily injury or property 
damage to occur.  "Active Negligence" shall not include (1) 
any negligent failure of Landlord to act when the duty to act 
would not have been imposed but for Landlord's status as owner 
of the Leased Property or as a party to the transactions 
described in this Lease, (2) any negligent failure of any 
other Indemnified Party to act when the duty to act would not 
have been imposed but for such party's contractual or other 
relationship to Landlord or participation or facilitation in 
any manner, directly or indirectly, of the transactions 
described in this Lease, or (3) the exercise in a lawful 
manner by Landlord (or any party lawfully claiming through or 
under Landlord) of any remedy provided herein or in the 
Purchase Agreement.

(b)     Additional Rent.  "Additional Rent" shall have the 
meaning assigned to it in subparagraph 3.(d) below.

(c)     Administrative Fee.  "Administrative Fee" shall have 
the meaning assigned to it in subparagraph 3.(c).

(d)     Affiliate.  "Affiliate" of any Person means any other 
Person controlling controlled by or under common control with such 
Person.  For purposes of this definition, the term "control" 
when used with respect to any Person means the power to direct 
the management of policies of such Person, directly or 
indirectly, whether through the ownership of voting securities, 
by contract or otherwise, and the terms "controlling" and 
"controlled" have meanings correlative to the foregoing.
(e)     Applicable Laws.  "Applicable Laws" shall have the 
meaning assigned to it in subparagraph 8.(d) below.
(f)     Applicable Purchaser.  "Applicable Purchaser" means any 
third party designated by Tenant to purchase the Landlord's interest 
in the Leased Property and in any Escrowed Proceeds as provided 
in the Purchase Agreement.

(g)     Attorneys' Fees.  "Attorneys' Fees" means the reasonable 
fees and expenses of counsel to the parties incurring the same, which may 
include fairly allocated costs of in-house counsel, printing, 
photostating, duplicating and other expenses, air freight 
charges, and fees billed for law clerks, paralegals, librarians 
and others not admitted to the bar but performing services under 
the supervision of an attorney.  Such terms shall also include, without
limitation, all such fees and expenses incurred with respect to appeals, 
arbitrations and bankruptcy proceedings, and whether or not any 
manner or proceeding is brought with respect to the matter for which such 
fees and expenses were incurred.

(h)     Base Rent.  "Base Rent" means the rent payable by Tenant 
pursuant to subparagraph 3.(a) below.

(i)     Base Rent Date.  "Base Rent Date" means December 2, 1996 
and the first Business Day of February, May, August and November of each 
calendar year thereafter to and including the first Business Day 
of November, 1998.

(j)     Base Rent Period.  "Base Rent Period" means (1) the 
period beginning on and including the date hereof and ending on but not 
including the first Base Rent Date, (2) the period beginning on 
and including the first Base Rent Date and ending on but not 
including second Base Rent Date, and (3) each successive period 
of approximately three (3) months.  Each successive Base Rent 
Period after the first Base Rent Period shall begin on and 
include the day on which the preceding Base Rent Period ends and 
shall end on but not include the next following Base Rent Date.

(k)     Breakage Costs.  "Breakage Costs" means any and all 
costs, losses or expenses incurred or sustained by Landlord's Parent or any 
other Participant, for which Landlord's Parent or the other Participant 
shall expect reimbursement from Landlord, because of the 
resulting liquidation or redeployment of deposits or other 
funds used to make Funding Advances upon any termination of 
this Lease by Tenant pursuant to Paragraph 2, if such 
termination is effective as of any day other than a Base Rent 
Date.  Breakage Costs will include losses attributable to any 
decline in LIBOR as of the effective date of termination as 
compared to LIBOR used to determine the Effective Rate then 
in effect.  (However, if Landlord's Parent or another 
Participant actually receives a profit upon the liquidation 
or redeployment of deposits or other funds used to make 
Funding Advances, because of any increase in LIBOR, then such 
profit will be offset against costs or expenses that would 
otherwise be charged as Breakage Costs under this Lease.)  
Each determination by Landlord's Parent of Breakage Costs 
shall, in the absence of clear and demonstrable error, be 
conclusive and binding upon Landlord and Tenant.

(l)     Business Day.  "Business Day" means any day that is 
(1) not a Saturday, Sunday or day on which commercial banks are 
generally closed or required to be closed in New York City, 
New York or San Francisco, California, and (2) a day on which 
dealings in deposits of dollars are transacted in the London 
interbank market; provided that if such dealings are 
suspended indefinitely for any reason, "Business Day" shall 
mean any day described in clause (1).

(m)     Capital Adequacy Charges.  "Capital Adequacy Charges" 
means any additional amounts Landlord's Parent or any other Participant 
requires Landlord to pay as compensation for an increase in 
required capital as provided in subparagraph 8.(y)(iv).

(n)     Closing Costs.  "Closing Costs" means the excess of 
$49,500,000 over the sums actually paid by Landlord for or in connection 
with Landlord's acquisition of the Leased Property (including 
the payment of amounts secured by any lien to which the Real 
Property may be subject when it is conveyed to Landlord) at 
the closing under the Existing Contract, which excess will be 
advanced by or on behalf of Landlord to pay costs incurred in 
connection with the preparation and negotiation of this Lease, 
the Purchase Agreement, the Pledge Agreement, the 
Environmental Indemnity, the Participation Agreement and 
related documents.  To the extent that Landlord does not 
itself use such excess to pay expenses incurred by Landlord in 
connection with the preparation and negotiation of such 
documents, the remainder thereof will be advanced to Tenant, 
with the expectation that Tenant shall use any such amount advanced
for one or more of the following purposes: (1) the payment or reimbursement
of expenses incurred by Tenant in connection with the 
preparation and negotiation of this Lease, the Purchase 
Agreement, the Pledge Agreement and related documents; (2) 
the payment or reimbursement of expenses incurred by Tenant 
in connection with any improvements Tenant may elect to make 
to the Leased Property in accordance with the requirements 
and limitations imposed by this Lease, including the 
planning, design, engineering and permitting of thereof; (3) 
the maintenance of the Leased Property; (4) the payment of 
the Upfront Fee and the first Administrative Fee; or (5) the 
payment of Rents next due.

(o)     Change of Control Event.  "Change of Control Event" 
means the occurrence of any merger or consolidation or sale 
of assets involving Tenant that is prohibited by subparagraph 
8.(ad)(iii).

(p)     Code.  "Code" means the Internal Revenue Code of 1986, 
as amended from time to time.

(q)     Collateral.  "Collateral" shall have the meaning 
assigned to it in the Pledge Agreement.

(r)     Collateral Percentage.  "Collateral Percentage" for each 
Base Rent Period means the Collateral Percentage for such period 
determined under (and as defined in) the Pledge Agreement; 
provided, however, for purposes of this Lease, the Collateral 
Percentage for any Base Rent Period shall not exceed a fraction; 
the numerator of which fraction shall equal the value 
(determined as provided in the Pledge Agreement) of all 
Collateral (a) that is, on the first day of such Base Rent 
Period, held by the Deposit Takers under (and as defined in) the 
Pledge Agreement subject to a Qualifying Security Interest (as 
defined below), (b) that is free from claims or security 
interests held or asserted by any third party, and (c) that is 
not in excess of Stipulated Loss Value; and the denominator of 
which fraction shall equal the Stipulated Loss Value on the 
first day of such Base Rent Period.  "Qualifying Security 
Interest" means a first priority perfected security interest 
under the Pledge Agreement which is sufficient, for purposes of 
the laws and regulations which govern minimum amounts of capital 
that each of Landlord's Parent and other Participants (or their 
respective affiliates) must maintain, to permit them to assign a 
risk weighting of no more than twenty percent to the portion of 
their respective Funding Advances equal to the Collateral their 
respective Deposit Takers hold on deposit as provided by the 
Pledge Agreement.

(s)     Debt.  "Debt" of any Person means (i) indebtedness of 
such Person for borrowed money, (ii) obligations of such Person 
evidenced by bonds, debentures, notes or other similar instruments, 
(iii) obligations of such Person to pay the deferred purchase 
price of property or services, (iv) obligations of such Person 
as lessee under leases which shall have been or should be, in 
accordance with GAAP, recorded as capital leases, (v) 
obligations of such Person, contingent or otherwise, under any 
lease of real property or related documents (including a 
separate purchase agreement) which provide that such Person must 
purchase or cause another to purchase any interest in the leased 
property and thereby guarantee a minimum residual value of the 
leased property to the lessor; (vi) obligations under direct or 
indirect guaranties in respect of, and obligations (contingent 
or otherwise) to purchase or otherwise acquire, or otherwise to 
assure a creditor against loss in respect of, indebtedness or 
obligations of others of the kinds referred to in clauses (i) 
through (v) above, (vii) liabilities of another Person secured by a
Lien on, or payable out of the proceeds of production from, property of 
such Person even though such obligation shall not be assumed 
by such Person (but in the case of such liabilities not 
assumed by such Person, the liabilities shall constitute Debt 
of such Person only to the extent of the value 
of such Person's property encumbered by the Lien securing 
such liabilities) and (viii) Unfunded Benefit Liabilities.

(t)     Default.  "Default" means any event which, with the 
passage of time or the giving of notice or both, would (if not cured 
within any applicable cure period) constitute an Event of 
Default.

(u)     Default Rate.  "Default Rate" means a floating per 
annum rate equal to three percent (3%) above the Prime Rate.  However, 
in no event will the Default Rate exceed the maximum interest 
rate permitted by law.

(v)     Designated Sale Date.  "Designated Sale Date" shall 
have the meaning assigned to it in the Purchase Agreement.

(w)     Effective Rate.  "Effective Rate" means:

(i)     for each day during the short first Base Rent Period 
ending on December 2, 1996, the per annum rate which is fifty basis 
points (50/100 of 1%) above the Fed Funds Rate on that day; 
and

(ii)    for each Base Rent Period after the first Base Rent 
Period, the per annum rate determined by dividing (A) LIBOR for such 
period, by (B) 100% minus the Eurodollar Rate Reserve 
Percentage for such period.

If LIBOR or the Eurodollar Rate Reserve Percentage changes 
from Base Rent Period to Base Rent Period, then the Effective 
Rate shall be automatically increased or decreased, as the 
case may be, as of the date of the change from Base Rent 
Period to Base Rent Period.  If for any reason Landlord's 
Parent determines that it is impossible or unreasonably 
difficult to determine the Effective Rate with respect to a 
given Base Rent Period in accordance with the preceding 
sentences, then the "Effective Rate" for that Base Rent 
Period shall equal any published index or per annum interest 
rate determined reasonably and in good faith by Landlord's 
Parent to be a comparable rate at the beginning of the first 
day of that period.  A comparable interest rate might be, for 
example, the then existing yield on short term United States 
Treasury obligations (as compiled by and published in the 
then most recently published United States Federal Reserve 
Statistical Release H.15(519) or its successor publication), 
plus or minus a fixed adjustment based on Landlord's Parent's 
comparison of past eurodollar market rates to past yields on 
such Treasury obligations.  Any determination by Landlord's 
Parent of the Effective Rate hereunder shall, in the absence 
of clear and demonstrable error, be conclusive and binding.

(x)     Environmental Indemnity.  "Environmental Indemnity" 
means the separate Environmental Indemnity Agreement dated as of the 
date hereof executed by Tenant in favor of Landlord covering 
the Land and certain other property described therein, as 
such agreement may be extended, supplemented, amended, 
restated or otherwise modified from time to time.

(y)     Environmental Laws.  "Environmental Laws" means any 
and all existing and future Applicable Laws pertaining to safety, 
health or the environment, or to Hazardous Substances or 
Hazardous Substance Activities, including without limitation 
the Comprehensive Environmental Response, Compensation, and 
Liability Act of 1980, as amended by the Superfund Amendments 
and Reauthorization Act of 1986 (as amended, hereinafter 
called "CERCLA"), and the Resource Conservation and Recovery 
Act of 1976, as amended by the Used Oil Recycling Act of 
1980, the Solid Waste Disposal Act Amendments of 1980, and 
the Hazardous and Solid Waste Amendments of 1984 (as amended, 
hereinafter called "RCRA").

(z)     Environmental Losses.  "Environmental Losses" means 
Losses suffered or incurred by any Indemnified Party, 
directly or indirectly, relating to or arising out of, based 
on or as a result of: (i) any Hazardous Substance Activity; 
(ii) any violation of Environmental Laws relating to the 
Leased Property or to the ownership, use, occupancy or 
operation thereof; (iii) any investigation, inquiry, order, 
hearing, action, or other proceeding by or before any 
governmental or quasi-governmental agency or authority in 
connection with any Hazardous Substance Activity; or (iv) any 
claim, demand, cause of action or investigation, or any 
action or other proceeding, whether meritorious or not, 
brought or asserted against any Indemnified Party which 
directly or indirectly relates to, arises from, is based on, 
or results from any of the matters described in clauses (i), 
(ii), or (iii) of this subparagraph 1.(z), or any allegation 
of any such matters.  ENVIRONMENTAL LOSSES INCURRED BY OR 
ASSERTED AGAINST A PARTICULAR INDEMNIFIED PARTY SHALL INCLUDE 
LOSSES RELATING TO OR ARISING OUT OF OR AS A RESULT OF ANY 
MATTERS LISTED IN THE PRECEDING SENTENCE EVEN WHEN SUCH 
MATTERS ARE CAUSED BY THE ORDINARY NEGLIGENCE (AS DEFINED 
BELOW) OF THAT PARTICULAR OR ANY OTHER INDEMNIFIED PARTY. 
However, Losses incurred by or asserted against a particular 
Indemnified Party and proximately caused by (and attributed 
by any applicable principles of comparative fault to) the 
wilful misconduct, Active Negligence or gross negligence of 
any Indemnified Party will not constitute Environmental 
Losses of such Indemnified Party for purposes of this Lease.

(aa)    Environmental Report.  "Environmental Report" means, 
collectively, the reports listed on Exhibit G attached 
hereto.

(bb)    ERISA.  "ERISA" means the Employee Retirement Income 
Security Act of 1974, as amended from time to time, together 
with all rules and regulations promulgated with respect thereto.

(cc)    ERISA Affiliate.  "ERISA Affiliate" means any Person who 
for purposes of Title IV of ERISA is a member of Tenant's 
controlled group, or under common control with Tenant, within the meaning 
of Section 414 of the Code, and the regulations promulgated and 
rulings issued thereunder.

(dd)    ERISA Termination Event.  "ERISA Termination Event" 
means (i) the occurrence with respect to any Plan of a) a 
reportable event described in Sections 4043(b)(5) or (6) of 
ERISA or b) any other reportable event described in Section 4043(b) of
ERISA other than a reportable event not subject to the provision for 30-day 
notice to the Pension Benefit Guaranty Corporation pursuant to 
a waiver by such corporation under Section 4043(a) of ERISA, 
or (ii) the withdrawal of Tenant or any Affiliate of Tenant 
from a Plan during a plan year in which it was a "substantial 
employer" as defined in Section 4001(a)(2) of ERISA, or (iii) 
the filing of a notice of intent to terminate any Plan or the 
treatment of any Plan amendment as a termination under Section 
4041 of ERISA, or (iv) the institution of proceedings to 
terminate any Plan by the Pension Benefit Guaranty Corporation 
under Section 4042 of ERISA, or (v) any other event or 
condition which might constitute grounds under Section 4042 of 
ERISA for the termination of, or the appointment of a trustee 
to administer, any Plan.

(ee)    Escrowed Proceeds.  "Escrowed Proceeds" shall mean any 
proceeds that are received by Landlord from time to time 
during the Term (and any interest earned thereon), which 
Landlord is holding for the purposes specified in the next 
sentence, from any party (1) under any casualty insurance 
policy as a result of damage to the Leased Property, (2) as 
compensation for any sale of a Parcel pursuant to subparagraph 
9.(b) or for any restriction placed upon the use or 
development of the Leased Property or for the condemnation of 
the Leased Property or any portion thereof, (3) because of any 
judgment, decree or award for injury or damage to the Leased 
Property or (4) under any title insurance policy or otherwise as a
result of any title defect or claimed title defect with respect to the 
Leased Property; provided, however, in determining "Escrowed 
Proceeds" there shall be deducted all expenses and costs of 
every type, kind and nature (including Attorneys' Fees) 
incurred by Landlord to collect such proceeds; and provided, 
further, "Escrowed Proceeds" shall not include any payment to 
Landlord by a Participant or an Affiliate of Landlord that is 
made to compensate Landlord for the Participant's or 
Affiliate's share of any Losses Landlord may incur as a 
result of any of the events described in the preceding 
clauses (1) through (4).  "Escrowed Proceeds" shall include 
only such proceeds as are held by Landlord (A) pursuant to 
Paragraph 4 for the payment to Tenant for the restoration or 
repair of the Leased Property or (B) for application 
(generally, on the next following Base Rent Date which is at 
least three (3) Business Days following Landlord's receipt of 
such proceeds) as a Qualified Payment or as reimbursement of 
costs incurred in connection with a Qualified Payment.  
"Escrowed Proceeds" shall not include any proceeds that have 
been applied as a Qualified Payment or to pay any costs 
incurred in connection with a Qualified Payment.  Until 
Escrowed Proceeds are paid to Tenant pursuant to Paragraph 4 
below or applied as a Qualified Payment or as reimbursement 
for costs incurred in connection with a Qualified Payment, 
Landlord shall keep the same deposited in an interest bearing 
account, and all interest earned on such account shall be 
added to and made a part of Escrowed Proceeds.

(ff)    Eurocurrency Liabilities.  "Eurocurrency Liabilities" 
has the meaning assigned to that term in Regulation D of the 
Board of Governors of the Federal Reserve System, as in 
effect from time to time.

(gg)    Eurodollar Rate Reserve Percentage.  "Eurodollar Rate 
Reserve Percentage" means, for purposes of determining the 
Effective Rate for any Base Rent Period, the reserve 
percentage applicable two Business Days before the first day 
of such period under regulations issued from time to time by 
the Board of Governors of the Federal Reserve System (or any 
successor) for determining the maximum reserve requirement 
(including, but not limited to, any emergency, supplemental 
or other marginal reserve requirement) for a member bank of 
the Federal Reserve System in New York City with deposits 
exceeding One Billion Dollars with respect to liabilities or 
deposits consisting of or including Eurocurrency Liabilities 
(or with respect to any other category or liabilities by 
reference to which LIBOR is determined) having a term 
comparable to such period.

(hh)    Event of Default.  "Event of Default" shall have the 
meaning assigned to it in subparagraph 13.(a) below. 

(ii)    Excluded Taxes.  "Excluded Taxes" shall mean (1) all 
federal, state and local income taxes upon the Base Rent, the 
Upfront Fee, the Administrative Fees and any interest paid to 
Landlord pursuant to subparagraph 3.(e), (2) any taxes 
imposed by any governmental authority outside the United 
States, and (3) any transfer or change of ownership taxes 
assessed because of Landlord's transfer or conveyance to any 
third party of any rights or interest in this Lease, the 
Purchase Agreement or the Leased Property, but excluding any 
such taxes assessed because of any Permitted Transfer.

(jj)    Fair Market Value.  "Fair Market Value" shall have 
the meaning assigned to it in the Purchase Agreement.

(kk)    Fed Funds Rate.  "Fed Funds Rate" means, for any 
period, a fluctuating interest rate (expressed as a per annum 
rate and rounded upwards, if necessary, to the next 1/16 of 
1%) equal for each day during such period to the weighted 
average of the rates on overnight Federal funds transactions 
with members of the Federal Reserve System 
arranged by Federal funds brokers, as published for such day 
(or, if such day is not a Business Day, for the next 
preceding Business Day) by the Federal Reserve Bank of New 
York, or, if such rates are not so published for any day 
which is a Business Day, the average of the quotations for 
such day on such transactions received by the Landlord's 
Parent from three Federal funds brokers of recognized 
standing selected by Landlord's Parent.  All determinations 
of the Fed Funds Rate by Landlord's Parent shall, in the 
absence of clear and demonstrable error, be binding and 
conclusive upon Landlord and Tenant.

(ll)    Funding Advances.  "Funding Advances" means the 
Initial Funding Advance and any subsequent advances made by 
Landlord's Parent or any other Participant to or on behalf of 
Landlord in replacement of or renewal and extension of all or 
part of the Initial Funding Advance.  For example, if after 
the date hereof a new Participant advances funds to or on 
behalf of Landlord to Landlord's Parent, ABN AMRO Bank N.V. or 
another of the original Participants in repayment of all or 
part of the Initial Funding Advance, such advance of funds by 
the new Participant shall constitute a Funding Advance 
hereunder.

(mm)    GAAP.  "GAAP" means generally accepted accounting 
principles in the United States of America as in effect from 
time to time, applied on a basis consistent with those used in 
the preparation of the financial statements referred to in 
subparagraph 8.(w) (except for changes concurred in by 
Tenant's independent public accountants).

(nn)    Hazardous Substance.  "Hazardous Substance" means (i) 
any chemical, compound, material, mixture or substance that is 
now or hereafter defined or listed in, regulated under, or 
otherwise classified pursuant to, any Environmental Laws as a 
"hazardous substance," "hazardous material," "hazardous 
waste," "extremely hazardous waste," "infectious waste," 
"toxic substance," "toxic pollutant," or any other formulation 
intended to define, list or classify substances by reason of 
deleterious properties, including, without limitation, 
ignitability, corrosiveness, reactivity, carcinogenicity, 
toxicity or reproductive toxicity; (ii) petroleum, any 
fraction of petroleum, natural gas, natural gas liquids, 
liquified natural gas, synthetic gas usable for fuel (or 
mixtures of natural gas and such synthetic gas), and ash 
produced by a resource recovery facility utilizing a municipal 
solid waste stream, and drilling fluids, produced waters and 
other wastes associated with the exploration, development or 
production of crude oil, natural gas or geothermal resources; 
(iii) asbestos and any asbestos containing material; (iv) 
"waste" as defined in section 13050(d) of the California Water 
Code; and (v) any other material that, because of its 
quantity, concentration or physical or chemical 
characteristics, poses a significant present or potential 
hazard to human health or safety or to the environment if 
released into the workplace or the environment.

(oo)    Hazardous Substance Activity.  "Hazardous Substance 
Activity" means any actual, proposed or threatened use, storage, 
holding, existence, location, release (including, without 
limitation, any spilling, leaking, leaching, pumping, pouring, 
emitting, emptying, dumping, disposing into the environment, and 
the continuing migration into or through soil, surface water, 
groundwater or any body of water), discharge, deposit, 
placement, generation, processing, construction, treatment, 
abatement, removal, disposal, disposition, handling or 
transportation of any Hazardous Substance from, under, in, into 
or on the Leased Property, including, without limitation, the 
movement or migration of any Hazardous Substance from 
surrounding property, surface water, groundwater or any body of 
water under, in, into or onto the Leased Property and any 
residual Hazardous Substance contamination in, on or under the 
Leased Property.

(pp)    Impositions.  "Impositions" shall have the meaning 
assigned to it in subparagraph 8.(p) below.

(qq)    Improvements.  "Improvements," as defined in the 
recitals at the beginning of this Lease, shall include not only 
existing improvements to the Land as of the date hereof, if any, 
but also any new improvements or changes to existing 
improvements made by Tenant.

(rr)    Indemnified Party.  "Indemnified Party" means each of 
(1) Landlord and any of Landlord's successors and assigns as to all or any 
portion of the Leased Property or any interest therein (but 
excluding Tenant or any Applicable Purchaser under the Purchase Agreement
or any Person that claims its interest in the Leased Property through or
under Tenant or through or under an assignment from
Landlord that does not constitute a Permitted Transfer), (2) the 
Participants, and (3) any Affiliate, officer, agent, director, 
employee or servant of any of the parties described in clause 
(1) or (2) preceding.

(ss)    Initial Funding Advance.  "Initial Funding Advance" 
means the advance of $49,500,000 made by Landlord's Parent and 
another Participant to or on behalf of Landlord on or prior to 
the date of this Lease to cover the cost of Landlord's 
acquisition of the Leased Property and Closing Costs.

(tt)    Landlord's Parent.  "Landlord's Parent" means Landlord's 
Affiliate, Banque Nationale de Paris, a bank organized and 
existing under the laws of France, together with any Affiliates 
of such bank that directly or indirectly provided or hereafter 
during the Term provide or maintain any Funding Advances, and 
any successors of such bank and such Affiliates.

(uu)    LIBOR.  "LIBOR" means, for purposes of determining the 
Effective Rate for each Base Rent Period, the rate determined by 
Landlord's Parent to be the average rate of interest per annum 
(rounded upwards, if necessary, to the next 1/16 of 1%) of the 
rates at which deposits of dollars are offered or available to 
Landlord's Parent in the London interbank market at 
approximately 11:00 a.m. (London time) on the second Business Day
preceding the first day of such period. Landlord shall instruct
Landlord's Parent to consider deposits, for purposes of making the
determination described in the preceding sentence, that are offered:
(i) for delivery on the first day of such Base Rent Period, (ii) in an 
amount equal or comparable to the total (projected on the 
applicable date of determination by Landlord's Parent) 
Stipulated Loss Value on the first day of such Base Rent Period, 
and (iii) for a period of time equal or comparable to the Base 
Rent Period.  If Landlord's Parent so chooses, it may determine 
LIBOR for any period by reference to the rate reported by the 
British Banker's Association on Page 3750 of the Telerate 
Service at approximately 11:00 a.m. (London time) on the second 
Business Day preceding the first day of such period; provided, 
however, Tenant may notify Landlord that Tenant objects to any 
future determination of LIBOR in the manner provided by this 
sentence, in which case any determination of LIBOR required more 
than three Business Days after Landlord's receipt of such notice 
shall be made as if this sentence had been struck from this 
Lease.  If for any reason Landlord's Parent determines that it 
is impossible or unreasonably difficult to determine LIBOR with 
respect to a given Base Rent Period in accordance with the 
preceding sentences, or if Landlord's Parent shall determine 
that it is unlawful (or any central bank or governmental 
authority shall assert that it is unlawful) for Landlord, 
Landlord's Parent or any other Participant to provide or 
maintain any Funding Advances hereunder during any Base Rent 
Period for which Base Rent is computed by reference to LIBOR, 
then "LIBOR" for that Base Rent Period shall equal the rate 
which is fifty basis points (50/100 of 1%) above the Fed Funds 
Rate for that period.  All determinations of LIBOR by Landlord's 
Parent shall, in the absence of clear and demonstrable error, be 
binding and conclusive upon Landlord and Tenant.

(vv)    Lien.  "Lien" means any mortgage, pledge, security 
interest, encumbrance, lien or charge of any kind (including any 
agreement to give any of the foregoing, any conditional sale or 
other title retention agreement, any agreement to sell 
receivables with recourse, any lease in the nature thereof, and 
the filing of or agreement to give any financing statement under 
the Uniform Commercial Code of any jurisdiction).  Customary 
bankers' rights of set-off arising by operation of law or by 
contract (however styled, if the contract grants rights no 
greater than those arising by operation of law) in
connection with working capital facilities, lines of credit, 
term loans and letter of credit facilities and other contractual 
arrangements entered into with banks in the ordinary course of 
business are not "Liens" for the purposes of this Lease.

(ww)    Losses.  "Losses" means any and all losses, liabilities, 
damages (whether actual, consequential, punitive or otherwise 
denominated), demands, claims, actions, judgments, causes of 
action, assessments, fines, penalties, costs, and out-of-pocket 
expenses (including, without limitation, Attorneys' Fees and the 
fees of outside accountants and environmental consultants), of 
any and every kind or character, foreseeable and unforeseeable, 
liquidated and contingent, proximate and remote, known and 
unknown. 

(xx)    Ordinary Negligence.  "Ordinary Negligence" of an 
Indemnified Partymeans any negligent acts or omissions of such party
that does not for any reason constitute Active Negligence as defined in 
this Lease.

(yy)    Participant.  "Participant" means any Person, including 
Landlord's Parent, that agrees with Landlord or another Participant to 
participate in all or some of the risks and rewards to Landlord 
of this Lease and the Purchase Agreement.  As of the effective 
date hereof, the only Participants are Landlord's Parent, ABN 
AMRO Bank N.V. and the other financial institutions that have 
executed the original Participation Agreement, but such 
Participants and Landlord may agree to share in risks and 
rewards of this Lease and the Purchase Agreement with other 
Participants in the future.  However, no Person other than 
Landlord's Parent, ABN AMRO Bank N.V. and the other financial 
institutions that have executed the original Participation 
Agreement shall qualify as a Participant for purposes of this 
Lease, the Purchase Agreement or any other agreement to which 
3COM is a party unless, with 3COM's prior written approval (such 
approval not to be unreasonably withheld) or when an Event of 
Default had occurred and was continuing, such Person became a 
party to the Pledge Agreement and to the Participation Agreement 
by executing supplements to those agreements as contemplated 
therein.

(zz)    Participation Agreement.  "Participation Agreement" 
means theParticipation Agreement dated the date hereof between Landlord, 
Landlord's Parent, ABN AMRO Bank N.V. and other financial 
institutions, pursuant to which Landlord's Parent, ABN AMRO Bank 
N.V. and such other financial institutions have 
agreed to participate in certain risks and rewards to Landlord 
of this Lease and the Purchase Agreement, as such Participation 
Agreement may be extended, supplemented, amended, restated or
otherwise modified from time to time in accordance with its 
terms.

(aaa)   Permitted Encumbrances.  "Permitted Encumbrances" means 
(i) the encumbrances and other matters affecting the Leased Property 
that are set forth in Exhibit B attached hereto and made a part 
hereof, and (ii) any provisions 
of the Existing Contract or any other agreement described 
therein that survived closing thereunder (but not any deed of 
trust, mortgage or other agreement given to secure the repayment 
of borrowed funds), and (iii) any easement agreement or other 
document affecting title to the Leased Property executed by 
Landlord at the request of or with the consent of Tenant.

(bbb)   Permitted Hazardous Substance Use.  "Permitted Hazardous 
Substance Use" means the use, storage and offsite disposal of Permitted 
Hazardous Substances in strict accordance with applicable 
Environmental Laws and with due care given the nature of the 
Hazardous Substances involved; provided, the scope and nature of 
such use, storage and disposal shall not include the use of 
underground storage tanks for any purpose other than the storage 
of water for fire control, nor shall such scope and nature:
(1) exceed that reasonably required for the construction 
of Improvements permitted by this Lease and for the operation of 
the Leased Property for th purposes expressly permitted under 
subparagraph 7.(a); or (2) include any disposal, discharge or other
release of Hazardous Substances from operations on the Leased Property
in any manner that might allow such substances to reach the San Francisco
Bay, surface water or groundwater, except (i) through a lawful and properly
authorized discharge (A) to a publicly owned treatment works or (B) with 
rainwater or storm water runoff in accordance with Applicable 
Laws and any permits obtained by Tenant that govern such runoff; 
or (ii) any such disposal, discharge or other release of 
Hazardous Substances for which no permits are required and which 
are not otherwise regulated under applicable Environmental Laws.
Further, notwithstanding anything to the contrary herein 
contained, Permitted Hazardous Substance Use shall not include 
any use of the Leased Property as a treatment, storage or 
disposal facility (as defined by federal Environmental Laws) for 
Hazardous Substances, including but not limited to a landfill, 
incinerator or other waste disposal facility.

(ccc)   Permitted Hazardous Substances.  "Permitted Hazardous 
Substances" means Hazardous Substances used and reasonably 
required for Tenant's operation of the Leased Property for the 
purposes expressly permitted by subparagraph 7.(a) in strict 
compliance with all Environmental Laws and with due care given 
the nature of the Hazardous Substances involved.  Without 
limiting the generality of the foregoing, Permitted Hazardous 
Substances shall include, without limitation, usual and 
customary office and janitorial products.

(ddd)   Permitted Transfer.  "Permitted Transfer" means any one 
or more of the following:  (1) the creation or conveyance of 
rights and interests under the Participation Agreement in favor 
of Landlord's Parent, ABN AMRO Bank N.V. or other Participants; 
(2) subject to the last sentence of subparagraph 10.(d), any 
assignment or conveyance by Landlord of any lien or security 
interest against the Leased Property (in contrast to a 
conveyance of Landlord's fee estate in the Leased Property) or of any
interest in Rent, payments required by the Purchase Agreement or payments
to be generated from the Leased Property after the Term, to any 
present or future Participant or to any Affiliate of Landlord; 
(3) any agreement to exercise or refrain from exercising rights 
or remedies hereunder or under the Purchase Agreement, the 
Pledge Agreement or the Environmental Indemnity made by Landlord 
with any present or future Participant or Affiliate of Landlord; 
(4) any assignment or conveyance by Landlord requested by Tenant 
or required by any Permitted Encumbrance, by the Purchase 
Agreement or by Applicable Laws; (5) any assignment or 
conveyance by Landlord when an Event of Default shall have 
occurred and be continuing; or (6) any assignment or conveyance 
by Landlord after the Designated Sale Date.

(eee)   Person.  "Person" means an individual, a corporation, a 
partnership, an unincorporated organization, an association, a 
joint stock company, a joint venture, a trust, an estate, a 
government or agency or political subdivision thereof or other 
entity, whether acting in an individual, fiduciary or other 
capacity.

(fff)   Plan.  "Plan" means at any time an employee pension 
benefit plan which is covered under Title IV of ERISA or subject 
to the minimum funding standards under Section 412 of the Code 
and is either (i) maintained by Tenant or any Subsidiary for 
employees of Tenant or any Subsidiary or (ii) maintained 
pursuant to a collective bargaining agreement or any other 
arrangement under which more than one employer makes 
contributions and to which Tenant or any Subsidiary is then 
making or accruing an obligation to make contributions or has 
within the preceding five plan years made contributions.

(ggg)   Pledge Agreement.  "Pledge Agreement" means the Pledge 
Agreement dated as of the date hereof between Landlord and 
Tenant, pursuant to which Tenant may pledge certificates of 
deposit as security for Tenant's obligations under the Purchase 
Agreement (and for the corresponding obligations of Landlord to 
the Participants under the Participation Agreement), as such 
Pledge Agreement may be extended, supplemented, amended, 
restated or otherwise modified from time to time in accordance 
with its terms.

(hhh)   Prime Rate.  "Prime Rate" means the prime interest rate 
or equivalent charged by Landlord's Parent in the United States 
as announced or published by Landlord's Parent from time to time,
which need not be the lowest interest rate charged by Landlord's Parent.
If for any reason Landlord's Parent does not
announce or publish a prime rate or equivalent, the prime rate 
or equivalent announced or published by either ABN AMRO Bank 
N.V. or Credit Commercial de France as selected by Landlord 
shall be used as the Prime Rate.  The prime rate or equivalent 
announced or published by such bank need not be the lowest rate 
charged by it.  The Prime Rate may change from time to time 
after the date hereof without notice to Tenant as of the 
effective time of each change in rates described in this 
definition.

(iii)   Purchase Agreement.  "Purchase Agreement" means the 
Purchase Agreement dated as of the date hereof between Landlord and
Tenant pursuant to which Tenant has agreed to purchase or to arrange
for the purchase by a third party of the Leased Property, as such 
Purchase Agreement may be extended, supplemented, amended, 
restated or otherwise modified from time to time in accordance 
with its terms. 

(jjj)   Purchase Price.  "Purchase Price" shall have the meaning 
assigned toit in the Purchase Agreement.

(kkk)   Qualified Payments.  "Qualified Payments" means all 
payments received by Landlord from time to time during the Term from
any party (1) under any casualty insurance policy as a result of damage
to the Leased Property, (2) as compensation for any sale of a Parcel
pursuant to subparagraph 9.(b) or for any restriction placed upon the use
or development of the Leased Property or for the condemnation of the Leased 
Property or any portion thereof, (3) because of any judgment, 
decree or award for injury or damage to the Leased Property or 
(4) under any title insurance policy or otherwise as a result of 
any title defect or claimed title defect with respect to the 
Leased Property; provided, however, that (x) in determining 
Qualified Payments, there shall be deducted all expenses and 
costs of every kind, type and nature (including taxes and 
Attorneys' Fees) incurred by Landlord with respect to the 
collection of such payments, (y) Qualified Payments shall not 
include any payment to Landlord by a Participant or an Affiliate 
of Landlord that is made to compensate Landlord for the 
Participant's or Affiliate's share of any Losses Landlord may 
incur as a result of any of the events described in the 
preceding clauses (1) through (4) and (z) Qualified Payments 
shall not include any payments received by Landlord that 
Landlord has paid to Tenant for the restoration or repair of the 
Leased Property or that Landlord is holding as Escrowed 
Proceeds.  For purposes of computing the total Qualified 
Payments (and other amounts dependent upon Qualified Payments, 
such as Stipulated Loss Value) paid to or received by Landlord 
as of any date, payments described in the preceding clauses (1) 
through (4) will be considered as Escrowed Proceeds, not 
Qualified Payments, until they are actually applied as Qualified 
Payments by Landlord, which Landlord will do upon the first Base 
Rent Date which is at least three (3) Business Days after 
Landlord's receipt of the same unless postponement of such 
application is required by other provisions of this Lease or 
consented to by Tenant in writing.  Thus, for example, 
condemnation proceeds actually received by Landlord in the 
middle of a Base Rent Period will not be considered as having 
been received by Landlord for purposes of computing the total 
Qualified Payments unless and until actually applied by Landlord 
as a Qualified Payment on a subsequent Base Rent Date in 
accordance with Paragraph 4 below.  

(lll)   Remaining Proceeds.  "Remaining Proceeds" shall have the 
meaning assigned to it in subparagraph 4.(a)(ii).

(mmm)   Rent.  "Rent" means the Base Rent and all Additional 
Rent.

(nnn)   Responsible Financial Officer.  "Responsible Financial 
Officer" means the chief financial officer, the controller, the treasurer
or the assistant treasurer of Tenant.

(ooo)   Spread.  The "Spread" on any date will depend upon a 
computation involving (a) the rating by Standard and Poor's Corporation
(the "S&P Rating") or the rating by Moody's Investor Service, Inc. 
(the "Moody's Ratings"), whichever rating is higher, of Tenant's 
senior, unsecured debt on that date (whether such ratings are 
express or published, implied ratings), and (b) the Debt to 
Capital Ratio (as defined below) on that date, such computation 
to be as follows:
(i)     If (1) there is no S&P Rating for the senior, unsecured 
debt of Tenant (express or published, implied) or the S&P Rating is below
BBB-, AND (2) there is no Moody's Rating for senior, unsecured debt of 
Tenant (express or published, implied) or the Moody's Rating is 
below Baa3, AND (3) the Debt to Capital Ratio is greater than 
0.30, then the Spread will be forty-two and one-half basis 
points (.425%). 
(ii)    If (1) the S&P Rating is BBB-, OR (2) the Moody's Rating 
is Baa3, OR (3) the Debt to Capital Ratio is equal to or less than 0.30
and more than 0.15, and if Tenant does not qualify for a lower 
Spread pursuant to clause (iii) or (iv) below, then the Spread 
will be thirty-seven and one-half basis points (.375%).
(iii)   If (1) the S&P Rating is BBB, OR (2) the Moody's Rating 
is Baa2, OR (3) the Debt to Capital Ratio is equal to or less than 0.15,
and if Tenant does not qualify for a lower Spread pursuant to clause 
(iv) below, then the Spread will be thirty-two and one-half basis points
(.325%).
(iv)    If (1) the S&P Rating is above BBB, OR (2) the Moody's 
Rating is above Baa2, then the Spread will be twenty-seven and one-half
basis points (.275%).  For purposes of calculating the Spread,
"Debt to Capital Ratio" means the quotient determined by dividing
(A) funded Senior Debt (as defined in subparagraph 8.(ac)(ii)), by (B)
the total Capitalization (as defined in subparagraph 8.(ac)(ii)), 
including Subordinated Debt (as defined in subparagraph 
8.(ac)(ii)).  The parties believe it improbable that the ratings 
systems used by Standard and Poor's Corporation and by Moody's 
Investor Service, Inc. will be discontinued or changed, but if 
such ratings systems are discontinued or changed, Landlord shall 
be entitled to select and use a comparable ratings systems as a 
substitute for the S&P Rating or the Moody Rating, as the case 
may be, for purposes of determining the Spread.  All 
determinations of the Spread by Landlord shall, in the absence 
of clear and demonstrable error, be binding and conclusive for 
purposes of this Lease. Further Landlord may, but shall not be 
required, to rely on the determination of the Spread set forth 
in any certificate delivered by Tenant pursuant to subparagraph 
8.(w)(iv) below, and no reduction in the Spread will be 
effective because of an improvement in the S&P Rating, the 
Moody's Rating or the Debt to Capital Ratio before Tenant has 
notified Landlord thereof by delivery of such a certificate.
(ppp)   Stipulated Loss Value.  "Stipulated Loss Value" means 
the amount computed from time to time in accordance with the formula 
specified in this definition.  Such amount shall equal the 
Initial Funding Advance (i.e., $49,500,000),  LESS the amount 
(if any) of Qualified Payments paid to Landlord on or prior to 
such date.  Thus, for example, if a determination of Stipulated 
Loss Value is required under subparagraph 3.(a) on the first day 
of the applicable Base Rent Period, but the Leased Property has 
been damaged by fire or other casualty with the result that 
$500,000 of net insurance proceeds have been paid to Landlord 
and retained by Landlord as Qualified Payments, then the 
Stipulated Loss Value as of the date of the required 
determination shall be $49,000,000.  Under no circumstances will 
any payment of Base Rent or the Upfront Fee or any 
Administrative Fee reduce Stipulated Loss Value.

(qqq)   Subsidiary.  "Subsidiary" means any corporation of which 
Tenant and/or its other Subsidiaries own, directly or indirectly, such 
number of outstanding shares as have more than 50% of the 
ordinary voting power for the election of directors.

(rrr)   Tenant's Knowledge.  "Tenant's knowledge," "to the 
knowledge of Tenant" and words of like effect means the actual knowledge
(with due investigation) of any of the following employees of Tenant: Alan 
Groves, Vice President and Corporate Controller; Christopher B. 
Paisley, Chief Financial Officer; Abe Darwish, Director of Site 
Services; and Walter Patti, Manager of Safety and Security.  
However, to the extent Tenant's knowledge after the date hereof 
may become relevant hereunder or under any certificate or other 
notice provided by Tenant to Landlord in connection with this 
Lease, "Tenant's knowledge" and words of like effect shall 
include the then actual knowledge of other employees of Tenant 
(if any) that have assumed responsibilities of the current 
employees listed in the preceding sentence or that have replaced 
such current employees. But none of the employees of Tenant 
whose knowledge is now or may hereafter be relevant shall be 
personally liable for the representations of Tenant made herein.

(sss)   Term.  "Term" shall have the meaning assigned to it in 
Paragraph 2 below.

(ttt)   Unfunded Benefit Liabilities.  "Unfunded Benefit 
Liabilities" means, with respect to any Plan, the amount (if 
any) by which the present value of all benefit liabilities 
(within the meaning of Section 4001(a)(16) of ERISA) under the 
Plan exceeds the fair market value of all Plan assets allocable 
to such benefit liabilities, as determined on the most recent 
valuation date of the Plan and in accordance with the provisions 
of ERISA for calculating the potential liability of Tenant or 
any ERISA Affiliate of Tenant under Title IV of ERISA.

(uuu)   Upfront Fee.  "Upfront Fee" shall have the meaning 
assigned to it in subparagraph 3.(b).

(vvv)   Voluntary Minimum Pledge Commitment.  "Voluntary Minimum 
Pledge Commitment" means an agreement in form and substance 
reasonably satisfactory to Landlord and the other parties to the 
Pledge Agreement which Tenant may elect to execute in connection 
with a casualty, condemnation or sale in lieu of condemnation 
affecting the Leased Property and which modifies the Pledge 
Agreement by establishing a Minimum Collateral Percentage 
sufficient to require Tenant to maintain Collateral under the 
Pledge Agreement with a value of no less than the insurance, 
condemnation or sale proceeds paid or to be paid because of the 
casualty, condemnation or sale in lieu of condemnation until 
Tenant has completed any related repairs or restoration required 
by this Lease.

(www)   Other Terms and References.  Words of any gender used in 
this Lease shall be held and construed to include any other 
gender, and words in the singular number shall be held to 
include the plural and vice versa, unless the context otherwise 
requires.  References herein to Paragraphs, subparagraphs 
or other subdivisions shall refer to the corresponding 
Paragraphs, subparagraphs or subdivisions of this Lease, unless 
specific reference is made to another document or instrument.  
References herein to any Schedule or Exhibit shall refer to the 
corresponding Schedule or Exhibit attached hereto, which shall 
be made a part hereof by such reference. All capitalized terms 
used in this Lease which refer to other documents shall be 
deemed to refer to such other documents as they may be renewed, 
extended, supplemented, amended or otherwise modified from time 
to time, provided such documents are not renewed, extended or 
modified in breach of any provision contained herein or therein 
or, in the case of any other document to which Landlord is a 
party or of which Landlord is an intended beneficiary, without 
the consent of Landlord.  All accounting terms not specifically 
defined herein shall be construed in accordance with GAAP.  The 
words "this Lease", "herein", "hereof", "hereby", "hereunder" 
and words of similar import refer to this Lease as a whole and 
not to any particular subdivision unless expressly so limited.  
The phrases "this Paragraph" and "this subparagraph" and similar 
phrases refer only to the Paragraphs or subparagraphs hereof in 
which the phrase occurs.  The word "or" is not exclusive.  Other 
capitalized terms are defined in the provisions that follow.

3.      Term.  The term of this Lease (herein called the "Term") 
shall commence on and include the effective date hereof, and end 
at 8:00 A.M. on the first Business Day of November, 1998, unless 
extended or sooner terminated as herein provided.  
Notwithstanding any other provision of this Lease which may 
expressly restrict the early termination hereof, and provided 
that Tenant is still in possession of the Leased Property and 
has not breached its obligation to make or have made any payment 
required by Paragraph 2 of the Purchase Agreement 
on any prior Designated Sale Date, Tenant may notify Landlord of 
Tenant's election to terminate this Lease before the first 
Business Day of November, 1998, by giving Landlord an 
irrevocable notice of such election and of the effective date of 
the termination, which notice must be given (if at all) 
at least sixty (60) days prior to the effective date of the 
termination.  If Tenant elects to so terminate this Lease, then 
on the date on which this Lease is to be terminated, not only 
must Tenant pay all unpaid Rent, Tenant must also pay any 
Breakage Costs resulting from the termination and must satisfy 
its obligations under the Purchase Agreement.  The payment of 
any unpaid Rent and Breakage Costs and the satisfaction of 
Tenant's obligations under the Purchase Agreement shall be 
conditions precedent to the effectiveness of any early 
termination of this Lease by Tenant.
	
	The Term may be extended at the option of Tenant for two 
successive periods of five (5) years each; provided, however, 
that prior to any such extension the following conditions must 
have been satisfied: (A) at least one hundred eighty (180) days 
prior to the commencement of any such extension, Landlord and 
Tenant must have agreed in writing upon, and received the 
written consent and approval of Landlord's Parent and all other 
Participants to (1) a corresponding extension of the date 
specified in clause (iii) of the definition of Designated Sale 
Date in the Purchase Agreement, and (2) an adjustment to the 
Rent that Tenant will be required to pay for the extension, it 
being expected that the Rent for the extension may be different 
than the Rent required for the original Term, and it being 
understood that the Rent for any extension must in all events be 
satisfactory to both Landlord and Tenant, each in its sole and 
absolute discretion; (B) there must be no Event of Default 
continuing hereunder at the time of Tenant's exercise of its 
option to extend; and (C) immediately prior to any such 
extension, this Lease must remain in effect. With respect to the 
condition that Landlord and Tenant must have agreed upon the 
Rent required for any extension of the Term, neither Tenant nor 
Landlord is willing to submit itself to a risk of liability or 
loss of rights hereunder for being judged unreasonable.  
Accordingly, both Tenant and Landlord hereby disclaim any 
obligation express or implied to be reasonable in negotiating 
the Rent for any such extension.  Subject to the changes to the 
Rent payable during any extension of the Term as provided in 
this Paragraph, if Tenant exercises its option to extend the 
Term as provided in this Paragraph, this Lease shall continue in 
full force and effect, and the leasehold estate hereby granted 
to Tenant shall continue without interruption and without any 
loss of priority over other interests in or claims against the 
Leased Property that may be created or arise after the date 
hereof and before the extension.

4.      Rental.
(a)     Base Rent.  Tenant shall pay Landlord rent (herein 
called "Base Rent")in arrears, in currency that at the time of payment
is legal tender for public and private debts in the United States of 
America, in installments on each Base Rent Date through the end 
of the Term.  Each payment of Base Rent must be received by 
Landlord no later than 12:00 noon (San Francisco time) on the 
date it becomes due; if received after 12:00 noon it will be 
considered for purposes of this Lease as received on the next 
following Business Day.  Each installment of Base Rent shall 
represent rent allocable to the Base Rent Period ending on the 
date on which the installment is due.  Landlord shall notify 
Tenant in writing of the Base Rent due for each Base Rent Period 
at least fifteen (15) days prior to the Base Rent Date on which 
such period ends.  Any failure by Landlord to so notify Tenant 
shall not constitute a waiver of Landlord's right to payment, 
but absent such notice Tenant shall not be in default for any 
underpayment resulting therefrom if Tenant, in good faith, 
reasonably estimates the payment required, makes a timely 
payment of the amount so estimated and corrects any underpayment 
within three (3) Business Days after being notified by Landlord 
of the underpayment.  If Tenant or any other Applicable 
Purchaser purchases Landlord's interest in the Leased Property 
pursuant to the Purchase Agreement, any Base Rent for the three 
(3) months ending on the date of purchase (or if the date of 
Purchase is not a Base Rent Date, then pro rated Base Rent for 
the Base Rent Period which included the date of purchase) and 
all outstanding Additional Rent shall be due on the Designated 
Sale Date in addition to the purchase price and other sums due 
Landlord under the Purchase Agreement.

	Base Rent shall accrue for each day of the first Base 
Rent Period, and the total Base Rent for the first Base Rent 
Period shall equal the sum of Base Rent for all days during such 
period.  The Base Rent accruing for each day during such period 
shall equal:

	(1) (A) $49,500,000, times (B) one minus the Collateral 
Percentage for the first Base Rent Period, times (C) the sum of 
(i) the Effective Rate for such day and (ii) the Spread 
calculated on the date of this Lease, divided by (D) three 
hundred sixty (360); PLUS

	(2) (A) $49,500,000, times (B) the Collateral Percentage 
for the first Base Rent Period, times (C) twenty two and one-
half basis points (22.5/100 of 1%), divided by (D) three hundred 
sixty (360)  

	The Base Rent for each Base Rent Period after the first Base 
Rent Period shall equal the sum of:

	(1) (A) Stipulated Loss Value on the first day of such 
Base Rent Period, times (B) one minus the Collateral Percentage 
for such Base Rent Period, times (C) the sum of (i) the Effective Rate
for such Base Rent Period and (ii) the Spread calculated on the tenth (10th) 
Business Day prior to the day upon which such Base Rent Period 
commences, times (D) the number of days in such Base Rent 
Period, divided by (E) three hundred sixty (360); PLUS
(2) (A) Stipulated Loss Value on the first day of such Base Rent
Period, times (B) the Collateral Percentage for such Base Rent 
Period, times (C) twenty two and one-half basis points (0.225 of 
1%), times (D) the number of days in such Base Rent Period, 
divided by (E) three hundred sixty (360)

	Assume, only for the purpose of illustration: that a 
hypothetical Base Rent Period contains exactly ninety (90) days; 
that prior to the first day of such Base Rent Period a total of 
$19,500,000 of Qualified Payments have been received by 
Landlord, leaving a Stipulated Loss Value of $30,000,000 (the 
Initial Funding Advance of $49,500,000 less the Qualified 
Payments of $19,500,000); that the Collateral Percentage for 
such Base Rent Period is forty percent (40%); and that the 
Effective Rate plus the Spread for the applicable Base Rent 
Period is 6%.  Under such assumptions, the Base Rent for the 
hypothetical Base Rent Period will equal:
	
	$30,000,000 x 60% x 6% x 90/360, or $270,000, PLUS

	$30,000,000 x 40% x .225% x 90/360, or $6,750 = $276,750

	To ease the administrative burden of this Lease and the 
Pledge Agreement, clause (2) in the formulas above for 
calculating Base Rent reflects a reduction in the Base Rent 
equal to the interest that would accrue on any Collateral 
required by the Pledge Agreement from time to time if the 
Accounts (as defined in the Pledge Agreement) bore interest at 
the Effective Rate. Landlord has agreed to such reduction in the 
Base Rent to provide Tenant with the economic equivalent of 
interest on such Collateral, and in return Tenant has agreed to 
the provisions of the Pledge Agreement that excuse the actual 
payment of interest on the Accounts.  By incorporating such 
reduction of Base Rent into the formulas above, and by providing 
for noninterest bearing Accounts in the Pledge Agreement, the 
parties will avoid an unnecessary and cumbersome periodic 
exchange of equal payments.  It is not, however, the intent of 
Landlord or Tenant to understate Base Rent or interest for 
financial reporting purposes.  Accordingly, for purposes of 
determining Tenant's compliance with the affirmative financial 
covenants set forth in subparagraph 8.(ac), and for purposes of 
any financial reports that this Lease requires of Tenant from 
time to time, Tenant may report Base Rent as if there had been 
no such reduction and as if the Collateral from time to time 
required by the Pledge Agreement had been maintained in Accounts 
bearing interest at the Effective Rate.

(b)     Upfront Fee.  Upon execution and delivery of this Lease 
by Landlord, Tenant shall pay Landlord an upfront fee (the "Upfront Fee")
as provided in the letter dated August 20, 1996 (modifying a letter dated 
August 9, 1996) from Landlord to Tenant (less the deposit 
already paid by Tenant pursuant to that letter which will be 
applied against the Upfront Fee).  The Upfront Fee shall 
represent Additional Rent for the first Base Rent Period.

(c)     Administrative Fees.  Upon execution and delivery of 
this Lease by Landlord, and again on each anniversary of the date hereof
prior to the Designated Sale Date, Tenant shall pay Landlord an 
administrative fee (an "Administrative Fee") as provided in the 
letter dated  August 9, 1996, from Landlord to Tenant.  Each 
payment of an Administrative Fee shall represent Additional Rent 
for the Base Rent Period during which it first becomes due.

(d)     Additional Rent.  All amounts which Tenant is required 
to pay to or on behalf of Landlord pursuant to this Lease, together with 
every charge, premium, interest and cost set forth herein which 
may be added for nonpayment or late payment thereof, shall 
constitute rent (all such amounts, other than Base Rent, are 
herein called "Additional Rent").

(e)     Interest and Order of Application.  All Rent shall bear 
interest, if not paid when first due, at the Default Rate in effect from
time to time from the date due until paid; provided, that nothing 
herein contained will be construed as permitting the charging or 
collection of interest at a rate 
exceeding the maximum rate permitted under Applicable Laws.  
Landlord shall be entitled to apply any amounts paid by or on 
behalf of Tenant hereunder against any Rent then past due in the 
order the same became due or in such other order as Landlord may 
elect.

(f)     Net Lease.  It is the intention of Landlord and Tenant 
that the Base Rent and all other payments herein specified shall be
absolutely net to Landlord.  Tenant shall pay all costs, expenses and 
obligations of every kind relating to the Leased Property or 
this Lease which may arise or become due, including, without 
limitation: (i) Impositions, including any taxes payable by 
virtue of Landlord's receipt of amounts paid to or on behalf of 
Landlord in accordance with this subparagraph 3.(f), but not 
including any Excluded Taxes; (ii) any Capital Adequacy Charges; 
(iii) any amount for which Landlord is or becomes liable with 
respect to the Permitted Encumbrances; and (iv) any costs 
incurred by Landlord (including Attorneys' Fees) because of 
Landlord's acquisition or ownership of the Leased Property or 
because of this Lease or the transactions contemplated herein.

(g)     No Demand or Setoff.  The Base Rent and all Additional 
Rent shall be paid without notice or demand and without abatement, 
counterclaim, deduction, setoff or defense, except as expressly 
provided herein.

5.      Insurance and Condemnation Proceeds.

(a)     Subject to Landlord's rights under this Paragraph 4, and 
so long as no Event of Default shall have occurred and be continuing, 
Tenant shall be entitled to use all casualty insurance and 
condemnation proceeds payable with respect to the Leased 
Property during the Term for the restoration and repair of the 
Leased Property or any remaining portion thereof.  Except as 
provided in the last sentence of subparagraph 8.(s), all 
insurance and condemnation proceeds received with respect to the 
Leased Property (including proceeds payable under any insurance 
policy covering the Leased Property which is maintained by 
Tenant) shall be paid to Landlord and applied as follows:
(i)     First, such proceeds shall be used to reimburse Landlord 
for any costs and expenses, including Attorneys' Fees, incurred in
connection with the collection of such proceeds. 
(ii)    Second, the remainder of such proceeds (the "Remaining 
Proceeds"), shall be held by Landlord as Escrowed Proceeds and applied to 
reimburse Tenant for the actual cost of the repair, restoration 
or replacement of the Leased Property.  However, any Remaining 
Proceeds not needed for such purpose shall be applied by 
Landlord as Qualified Payments after Tenant notifies Landlord 
that they are not needed for repairs, restoration or 
replacement. 

Notwithstanding the foregoing, if an Event of Default shall have 
occurred and be continuing, then Landlord shall be entitled to 
receive and collect insurance or condemnation proceeds payable 
with respect to the Leased Property, and either, at the 
discretion of Landlord, (A) hold such proceeds as Escrowed 
Proceeds until paid to Tenant as reimbursement for the actual 
and reasonable cost of repairing, restoring or replacing the 
Leased Property when Tenant has 
completed such repair, restoration or replacement, or (B) apply 
such proceeds (net of the deductions described in clause (i) 
above) as Qualified Payments.

(b)     Any Remaining Proceeds held by Landlord as Escrowed 
Proceeds shall be deposited by Landlord in an interest bearing 
account as provided in the definition of Escrowed Proceeds and 
shall be paid to Tenant upon completion of the applicable 
repair, restoration or replacement and upon compliance by
Tenant with such terms, conditions and requirements as may be 
reasonably imposed by Landlord, but in no event shall Landlord 
be required to pay any Escrowed Proceeds to Tenant in excess of 
the actual cost to Tenant of the applicable repair, restoration 
or replacement, it being understood that Landlord may retain any 
such excess as a Qualified Payment.  In any event, Tenant will 
not be entitled to any abatement or reduction of the Base Rent 
or any other amount due hereunder except to the extent that such 
excess Remaining Proceeds result in Qualified Payments which 
reduce Stipulated Loss Value (and thus payments computed on the 
basis of Stipulated Loss Value) as provided in the definitions 
set out above.  Further, notwithstanding the inadequacy of the 
Remaining Proceeds held by Landlord as Escrowed Proceeds, if 
any, or anything herein to the contrary, Tenant must, after any 
taking of less than all or substantially all of the Leased 
Property by condemnation and after any damage to the Leased 
Property by fire or other casualty, restore or improve the 
Leased Property or the remainder thereof to a value no less than 
Stipulated Loss Value (computed after the application of any 
Remaining Proceeds as a Qualified Payment) and to a safe and 
sightly condition.  Any taking of so much of the Leased Property 
as, in Landlord's reasonable judgment, makes it impracticable to 
restore or improve the remainder thereof as required by the 
preceding sentence shall be considered a taking of substantially 
all the Leased Property for purposes of this Paragraph 4.

(c)     In the event of any taking of all or substantially all 
of the Leased Property, Landlord shall be entitled to apply all 
Remaining Proceeds as a Qualified Payment, notwithstanding the 
foregoing. In addition, if Stipulated Loss Value immediately 
prior to any taking of all or substantially all of the Leased 
Property by condemnation exceeds the sum of the Remaining 
Proceeds resulting from such condemnation, then Landlord shall 
be entitled to recover the excess from Tenant upon demand as an 
additional Qualified Payment, whereupon this Lease shall 
terminate.

(d)     Nothing herein contained shall be construed to prevent 
Tenant from obtaining and applying as it deems appropriate any 
separate award from any condemning authority or from any insurer 
for a taking of or damage to Tenant's personal property not 
included in the Leased Property or for moving expenses or 
business interruption, provided, such award is not combined with 
and does not reduce the award for any taking of the Leased 
Property, including Tenant's interest therein.  Further, 
notwithstanding anything to the contrary herein contained, if 
Remaining Proceeds held by Landlord during the term of this 
Lease shall exceed Stipulated Loss Value and any Rent payable by 
Tenant, then Tenant may get the excess by terminating this Lease 
in accordance with Paragraph 2 and purchasing such excess (which 
will then be held by Landlord 
as Escrowed Proceeds), together with any remaining interest of 
Landlord in the Leased Property, pursuant to the Purchase 
Agreement. 

(e)     Landlord and Tenant each waive any right of recovery 
against the other, and the other's agents, officers or 
employees, for any damage to the Leased Property or to the 
personal property situated from time to time in or on the Leased 
Property resulting from fire or other casualty covered by a 
valid and collectible insurance policy; provided, however, that 
the waiver set forth in this subparagraph 4.(e) shall be 
effective insofar, but only insofar, as compensation for such 
damage or loss is actually recovered by the waiving
party (net of costs of collection) under the policy 
notwithstanding the waivers set out in this paragraph.  Tenant 
shall cause the insurance policies required of Tenant by this 
Lease to be properly endorsed, if necessary, to prevent any loss 
of coverage because of the waivers set forth in this paragraph.  
If such endorsements are not available, the waivers set forth in 
this paragraph shall be ineffective to the extent that such 
waivers would cause required insurance with respect to the 
Leased Property to be impaired.

6.      No Lease Termination.

(a)     Status of Lease.  Except as expressly provided herein, 
this Lease shall not terminate, nor shall Tenant have any right 
to terminate this Lease, nor shall Tenant be entitled to any 
abatement of the Rent, nor shall the obligations of Tenant under 
this Lease be excused, for any reason whatsoever, including 
without limitation any of the following: (i) any damage to or 
the destruction of all or any part of the Leased Property from 
whatever cause, (ii) the taking of the Leased Property or any 
portion thereof by eminent domain or otherwise for any reason, 
(iii) the prohibition, limitation or restriction of Tenant's use 
of all or any portion of the Leased Property 
or any interference with such use by governmental action or 
otherwise, (iv) any eviction of Tenant or of anyone claiming 
through or under Tenant by paramount title or otherwise 
(provided, if Tenant is wrongfully evicted by Landlord or by any 
third party lawfully claiming through or under Landlord, 
other than Tenant or a third party claiming through or under 
Tenant, then Tenant will have the remedies described in 
Paragraph 14 below), (v) any default on the part of Landlord 
under this Lease or under any other agreement to which Landlord and
Tenant are parties, (vi) the inadequacy in any way whatsoever of the
design or construction of any improvements included in the Leased 
Property, it being understood that Landlord has not made and 
will not make any representation express or implied as to the 
adequacy thereof, or (vii) any other cause whether similar or 
dissimilar to the foregoing, any existing or future law to the 
contrary notwithstanding. It is the intention of the parties 
hereto that the obligations of Tenant hereunder shall be 
separate and independent of the covenants and agreements 
of Landlord, that the Base Rent and all other sums payable by 
Tenant hereunder shall continue to be payable in all events and 
that the obligations of Tenant hereunder shall continue 
unaffected, unless the requirement to pay or perform the same 
shall have been terminated or limited pursuant to an express 
provision of this Lease.  However, nothing in this Paragraph 
shall be construed as a waiver by Tenant of any right Tenant may 
have at law or in equity to (i) recover monetary damages for any 
default under this Lease by Landlord that Landlord fails to cure 
within the period provided in Paragraph 14, (ii) injunctive 
relief in case of the violation, or attempted or threatened 
violation, by Landlord of any of the express covenants, 
agreements, conditions or provisions of this Lease, or (iii) a 
decree compelling performance of any of the express covenants, 
agreements, conditions or provisions of this Lease.

(b)     Waiver By Tenant.  Without limiting the foregoing, 
Tenant waives to the extent permitted by Applicable Laws, except 
as otherwise expressly provided herein, all rights to which 
Tenant may now or hereafter be entitled by law (including any 
such rights arising because of any implied "warranty of 
suitability" or other warranty under Applicable Laws) (i) to 
quit, terminate or surrender this Lease or the Leased Property 
or any part thereof or (ii) to any abatement, suspension, 
deferment or reduction of the Base Rent or any other sums 
payable under this Lease.

7.      Purchase Agreement, Pledge Agreement and Environmental 
Indemnity. Tenant acknowledges and agrees that nothing contained 
in this Lease shall limit, modify or otherwise affect any of 
Tenant's obligations under the Purchase Agreement, Pledge 
Agreement or Environmental Indemnity, which obligations are 
intended to be separate, independent and in addition to, and not 
in lieu of, the obligations established by this Lease.  In the 
event of any inconsistency between the terms and provisions of 
the Purchase Agreement, Pledge Agreement or Environmental 
Indemnity and the terms and provisions of this Lease, the terms 
and provisions of the Purchase Agreement, Pledge Agreement or 
Environmental Indemnity (as the case may be) shall control.

8.      Use and Condition of Leased Property.

(a)     Use.  Subject to the Permitted Encumbrances and the 
terms hereof, Tenant may use and occupy the Leased Property so 
long as no Event of Default occurs hereunder, but only as 
reasonably necessary to develop the Land for use for the 
following purposes and other lawful purposes incidental thereto:
(i)  research and development of computer-related and other 
electronic products; (ii)  administrative and office space; and
(iii)  distribution and warehouse storage of computer-related 
and other electronic products; and (iv)  assembly of computer-related and
other electronic products using components manufactured elsewhere,
but not including the manufacture of computer chips on-site; and
(v)  cafeteria, library, fitness center and other support 
function uses that Tenant may provide to its employees.
Although the term "electronic products" in this subparagraph may 
include products designed to detect, monitor, neutralize, handle 
or process Hazardous Substances, the use of the Leased Property 
by Tenant shall not include bringing Hazardous Substances onto 
the Leased Property for the purpose of researching, testing or 
demonstrating any such products.

(b)     Condition.  Tenant accepts the Leased Property (and will 
accept the same upon any purchase of the Landlord's interest 
therein) in its present state, AS IS, and without any 
representation or warranty, express or implied, as to the 
condition of such property or as to the use which may be made 
thereof.  Tenant also accepts the Leased Property without any 
representation or warranty, express or implied, by Landlord 
regarding the title thereto or the rights of any parties in 
possession of any part thereof, except as set forth in 
subparagraph 9.(a).  Landlord shall not be responsible for any 
latent or other defect or change of condition in the Land, or 
Improvements, fixtures and personal property (if any) forming a 
part of the Leased Property, and the Rent hereunder shall in no 
case be withheld or diminished because of any latent or other 
defect in such property, any change in the condition thereof or 
the existence with respect thereto of any violations of 
Applicable Laws. Nor shall Landlord be required to furnish to 
Tenant any facilities or service of any kind, such as, but not 
limited to, water, steam, heat, gas, hot water, electricity, 
light or power.

(c)     Consideration of and Scope of Waiver. The provisions of 
subparagraph 7.(b) above have been negotiated by the Landlord 
and Tenant after due consideration for the Rent payable 
hereunder and are intended to be a complete exclusion and 
negation of any representations or warranties of the Landlord, 
express or implied, with respect to the Leased Property that may 
arise pursuant to any law now or hereafter in effect, or 
otherwise.  However, such exclusion of representations and 
warranties by Landlord is not intended to impair any 
representations or warranties made by other parties, including 
Seller, the benefit of which is to pass to Tenant during the 
Term because of the definition of Personal Property and Leased 
Property above. 

9.      Other Representations, Warranties and Covenants of 
Tenant.  Tenant represents, warrants and covenants as follows:

(a)     Financial Matters.  Tenant is solvent and has no 
outstanding liens, suits, garnishments or court actions which 
could render Tenant insolvent. There has not been filed by or, 
to Tenant's knowledge, against Tenant a petition in bankruptcy 
or a petition or answer seeking an assignment for the benefit of 
creditors, the appointment of a receiver, trustee, custodian or 
liquidator with respect to Tenant or any significant portion of 
Tenant's property, reorganization, arrangement, rearrangement, 
composition, extension, liquidation or dissolution or similar relief
under the federal Bankruptcy Code or any state law.  The financial
statements and all financial data heretofore delivered to Landlord relating
to Tenant have been prepared in accordance with GAAP in all 
material respects.  No material adverse change has occurred in 
the financial position of Tenant as reflected in Tenant's 
financial statements covering the fiscal period ended May 31, 
1996.

(b)     Existing Contract.  Except to the extent required of 
Landlord under subparagraph 9.(b), Tenant shall satisfy all 
surviving obligations of Tenant under the Existing Contract and 
under other agreements described therein. Tenant agrees to 
indemnify, defend and hold Landlord harmless from and against 
any and all Losses imposed on or asserted against or incurred by 
Landlord at any time and from time to time by reason of, in 
connection with or arising out of any obligations imposed by the 
Existing Contract or the other agreements described therein.  
THE INDEMNITY SET OUT IN THIS SUBPARAGRAPH SHALL APPLY EVEN IF 
THE SUBJECT OF THE INDEMNIFICATION IS CAUSED BY OR ARISES OUT OF 
THE ORDINARY NEGLIGENCE (AS DEFINED ABOVE) OF LANDLORD; 
provided, such indemnity shall not apply to Losses proximately 
caused by (and attributed by any applicable principles of 
comparative fault to) the Active Negligence, gross negligence or 
willful misconduct of Landlord.  Because Tenant hereby assumes 
and agrees to satisfy all surviving obligations of Tenant under 
the Existing Contract and the other agreements described 
therein, no failure by Landlord to take any action required by 
the Existing Contract or such other agreements (save and except 
any actions required of Landlord under subparagraph 9.(b)) 
shall, for the purposes of this indemnity, be deemed to be 
caused by the Active Negligence, gross negligence or willful 
misconduct of Landlord.  The 
foregoing indemnity is in addition to the other indemnities set 
out herein and shall not terminate upon the closing of any sale 
of Landlord's interest in the Leased Property pursuant to the 
provisions of the Purchase Agreement or the termination of this 
Lease.

(c)     No Default or Violation.  The execution, delivery and 
performance by Tenant of this Lease, the Purchase Agreement, the 
Pledge Agreement and the Environmental Indemnity do not and will 
not constitute a breach or default under any other material 
agreement or contract to which Tenant is a party or by which 
Tenant is bound or which affects the Leased Property or Tenant's 
use, occupancy or operation of the Leased Property or any part 
thereof and do not, to the knowledge of Tenant, violate or 
contravene any law, order, decree, rule or regulation to which 
Tenant is subject, and such execution, delivery and performance 
by Tenant will not result in the creation or imposition of (or 
the obligation to create or impose) any lien, charge or 
encumbrance on, or security interest in, Tenant's property pursuant to the 
provisions of any of the foregoing.

(d)     Compliance with Covenants and Laws.  The intended use of 
the Leased Property by Tenant complies, or will comply after 
Tenant obtains readily available permits, in all material 
respects with all applicable restrictive covenants, zoning 
ordinances and building codes, flood disaster laws, applicable 
health, safety and environmental laws and regulations, the 
Americans with Disabilities Act and other laws pertaining to 
disabled persons, and all other applicable laws, statutes, 
ordinances, rules, permits, regulations, orders, determinations 
and court decisions (all of the foregoing are herein sometimes 
collectively called "Applicable Laws").  Tenant has obtained or 
will promptly obtain all utility, building, health and operating 
permits as may be required for Tenant's use of the Leased 
Property by any governmental authority or municipality having 
jurisdiction over the Leased Property. 

(e)     Environmental Representations.  To Tenant's knowledge 
and except as otherwise disclosed in the Environmental Report, 
as of the date hereof:  (i) no Hazardous Substances Activity has occurred
prior to the date of this Lease; (iii) neither Tenant nor any prior owner
or operator of the Leased Property or any surrounding property has 
reported or been required to report any release of any Hazardous 
Substances on or from the Leased Property or the surrounding 
property pursuant to any Environmental Law; (iv) neither Tenant 
nor any prior owner or operator of the Leased Property or any 
surrounding property has received any warning, citation, notice 
of violation or other communication regarding a suspected or known release
or discharge of Hazardous Substances on or from the Leased Property 
or regarding a suspected or known violation of Environmental 
Laws concerning the Leased Property from any federal, state or 
local agency; and (v) none of the following are located on the 
Leased Property: asbestos; urea formaldehyde foam insulation; 
transformers or other equipment which contain dielectric fluid 
containing levels of polychlorinated biphenyls in excess of 
fifty (50) parts per million; any other Hazardous Substances 
other than Permitted Hazardous Substances; or any underground 
storage tank or tanks.  Further, Tenant represents that to its 
knowledge the Environmental Report is not misleading or 
inaccurate in any material respect.

(f)     No Suits.  There are no judicial or administrative 
actions, suits, proceedings or investigations pending or, to 
Tenant's knowledge, threatened that will affect Tenant's 
intended use of the Leased Property or the validity, 
enforceability or priority of this Lease, or Tenant's use, 
occupancy and operation of the Leased Property or any part 
thereof, and Tenant is not in default with respect to any order, 
writ, injunction, decree or demand of any court or other 
governmental or regulatory authority that could materially and 
adversely affect the business or assets of Tenant and its 
Subsidiaries taken as a whole or Tenant's use, occupancy or 
operation of the Leased Property.


No condemnation or other like proceedings are pending or, to 
Tenant's knowledge, threatened against the Leased Property.

(g)     Condition of Property.  The Land as described in Exhibit 
A is shown on the plat included as part of the A.L.T.A. Survey 
prepared by Richard L. Gorman, dated July 25, 1996, which was delivered
to Landlord at the request of Tenant.  All material improvements on the
Land as of the date hereof are as shown on that survey, and except as 
shown on that survey there are no easements or encroachments 
visible or apparent from an inspection of the Real Property. 
Adequate provision has been made (or can be made at a cost that 
is reasonable in connection with future development of the Land) 
for the Leased Property to be served by electric, gas, storm and 
sanitary sewers, sanitary water supply, telephone and other 
utilities required for the use thereof. All streets, alleys and 
easements necessary to serve the Leased Property have been 
completed and are serviceable (or can be completed at a cost 
that is reasonable in connection with future development of the 
Land).  No extraordinary circumstances (including any use of the 
Land as a habitat for endangered species) exists that would 
materially and adversely affect the future development of the 
Land.  Tenant is not aware of any latent or patent material 
defects or deficiencies in the Real Property that, either 
individually or in the aggregate, could materially and adversely 
affect Tenant's use or occupancy or could reasonably be 
anticipated to endanger life or limb.

(h)     Organization.  Tenant is duly incorporated and legally 
existing under the laws of the State of California.  Tenant has 
all requisite power and has procured or will procure on a timely 
basis all governmental certificates of authority, licenses, 
permits, qualifications and other documentation required to 
lease and operate the Leased Property.  Tenant has the corporate 
power and adequate authority, rights and franchises to own 
Tenant's property and to carry on Tenant's business as now 
conducted and is duly qualified and in good standing in each 
state in which the character of Tenant's business makes such 
qualification necessary (including, without limitation, the 
State of California) or, if it is not so qualified in a state 
other than California, such failure does not have a material 
adverse effect on the properties, assets, operations or 
businesses of Tenant and its Subsidiaries, taken as a whole.

(i)     Enforceability.  The execution, delivery and performance 
of this Lease, the Purchase Agreement, the Pledge Agreement and 
the Environmental Indemnity are duly authorized and do not 
require the consent or approval of any governmental body or 
other regulatory authority that has not heretofore been obtained 
and are not in contravention of or conflict with any Applicable 
Laws or any term or provision of Tenant's articles of 
incorporation or bylaws.

This Lease, the Purchase Agreement, the Pledge Agreement and the 
Environmental Indemnity are valid, binding and legally 
enforceable obligations of Tenant in accordance with their 
terms, except as such enforcement is affected by bankruptcy, 
insolvency and similar laws affecting the rights of creditors,
generally, and equitable principles of general application.

(j)     Not a Foreign Person. Tenant is not a "foreign person" 
within the meaning Sections 1445 and 7701 of the Code (i.e., 
Tenant is not a non-resident alien, foreign corporation, foreign 
partnership, foreign trust or foreign estate as those terms are 
defined in the Code and regulations promulgated thereunder).

(k)     Omissions.  To Tenant's knowledge, none of Tenant's 
representations or warranties contained in this Lease or any 
document, certificate or written statement furnished to Landlord 
by or on behalf of Tenant contains any untrue statement of a 
material fact or omits a material fact necessary in order to 
make the statements contained herein or therein (when taken in 
their entireties) not misleading.

(l)     Existence.  Tenant shall continuously maintain its 
existence and its qualification to do business in the State of 
California.

(m)     Tenant Taxes.  Tenant shall comply with all applicable 
tax laws and pay before the same become delinquent all taxes 
imposed upon it or upon its property where the failure to so 
comply or so pay would have a material adverse effect on the 
financial condition or operations of Tenant; except
that Tenant may in good faith by appropriate proceedings contest 
the validity, applicability or amount of any such taxes and 
pending such contest Tenant shall not be deemed in default under 
this subparagraph if (1) Tenant diligently prosecutes such 
contest to completion in an appropriate manner, and (2) Tenant 
promptly causes to be paid any tax adjudged by a court of 
competent jurisdiction to be due, with all costs, penalties, and 
interest thereon, promptly after such judgment becomes final; 
provided, however, in any event such contest shall be concluded 
and the tax, penalties, interest and costs shall be paid prior 
to the date any writ or order is issued under which any of 
Tenant's property that is material to the business of Tenant and 
its Subsidiaries taken as a whole may be seized or sold because 
of the nonpayment thereof.

(n)     Operation of Property.  Tenant shall operate the Leased 
Property in a good and workmanlike manner and in compliance with 
all Applicable Laws and will pay all fees or charges of any kind 
in connection therewith.  Tenant shall not use or occupy, or 
allow the use or occupancy of, the Leased Property in any manner 
which violates any Applicable Law or which constitutes a public 
or private nuisance or which makes void, voidable or cancelable 
any insurance then in force with respect thereto.  To the extent 
that any of the following would, individually or in the 
aggregate, materially and adversely affect the value of the 
Leased Property or Tenant's use, occupancy or operations on the 
Leased Property, Tenant shall not:  (i) initiate or permit any 
zoning reclassification of the Leased Property; (ii) seek any 
variance under existing zoning ordinances applicable to the 
Leased Property; (iii) use or permit the use of the Leased 
Property in a manner that would result in such use becoming a 
nonconforming use under applicable zoning ordinances or similar 
laws, rules or regulations; (iv) execute or file any subdivision 
plat affecting the Leased Property; or (v) consent to the 
annexation of the Leased Property to any municipality.  If a 
change in the zoning or other Applicable Laws affecting the 
permitted use or development of the Leased Property shall occur 
that Landlord determines will materially reduce the then-current 
market value of the Leased Property, and if after such reduction 
the Stipulated Loss Value shall substantially exceed the then-
current market value of the Leased Property in the reasonable 
judgment of Landlord, then Tenant shall pay Landlord an amount 
equal to such excess for application as a Qualified Payment.  
Tenant shall make any payment required by the preceding sentence 
within one hundred eighty (180) days after it is requested by 
Landlord, and in any event shall make any such payment before 
the end of the Term.  Tenant shall not impose any restrictive 
covenants or encumbrances upon the Leased Property without the 
prior written consent of the Landlord; provided, that such 
consent shall not be unreasonably withheld for any encumbrance 
or restriction that is made expressly subject to this Lease, as 
modified from time to time, and subordinate to Landlord's 
interest in the Leased Property by an agreement in form
satisfactory to Landlord.  Tenant shall not cause or permit any 
drilling or exploration for, or extraction, removal or 
production of, minerals from the surface or subsurface of the 
Leased Property.  Tenant shall not do any act whereby the market 
value of the Leased Property may be materially lessened. Tenant 
shall allow Landlord or its authorized representative to enter 
the Leased Property at any reasonable time to inspect the Leased 
Property and, after reasonable notice, to inspect Tenant's books 
and records pertaining thereto, and Tenant shall assist Landlord 
or Landlord's representative in whatever way reasonably 
necessary to make such inspections.  If Tenant receives a 
written notice or claim from any federal, state or other 
governmental entity that the Leased Property is not in 
compliance in any material respect with any Applicable Law, or 
that any action may be taken against the owner of the Leased 
Property because the Leased Property does not 
comply with Applicable Law, Tenant shall promptly furnish a copy 
of such notice or claim to Landlord.  Notwithstanding the 
foregoing, Tenant may in good faith, by appropriate proceedings, 
contest the validity and applicability of any Applicable Law 
with respect to the Leased Property, and pending such contest 
Tenant shall not be deemed in default hereunder because of a 
violation of such Applicable Law, if Tenant diligently 
prosecutes such contest to completion in a manner reasonably 
satisfactory to Landlord, and if Tenant promptly causes the 
Leased Property to comply with any such Applicable Law upon a 
final determination by a court of competent jurisdiction that 
the same is valid and applicable to the Leased Property; 
provided, that in any event such contest shall be concluded and 
the violation of such Applicable Law must be corrected and any 
claims asserted against Landlord or the Leased Property because 
of such violation must be paid by Tenant, all prior to the date 
that (i) any criminal charges may be brought against Landlord or 
any of its directors, officers or employees because of such 
violation or (ii) any action may be taken by any governmental 
authority against Landlord or any property owned by Landlord 
(including the Leased Property) because of such violation.

(o)     Debts for Construction.  Tenant shall cause all debts 
and liabilities incurred in the construction, maintenance, 
operation and development of the Leased Property, including 
without limitation all debts and liabilities for labor, material 
and equipment and all debts and charges for utilities servicing 
the Leased Property, to be promptly paid.  Notwithstanding the 
foregoing, Tenant may in good faith by appropriate proceedings 
contest the validity, applicability or amount of any asserted 
mechanic's or materialmen's lien and pending such contest Tenant 
shall not be deemed in default under this subparagraph (or 
subparagraphs 8.(t) or 8.(u)) because of the contested lien if 
(1) within sixty (60) days after being asked to do so by 
Landlord, Tenant bonds over to Landlord's satisfaction any 
contested liens alleged to secure an amount in excess of 
$500,000 (individually or in the aggregate) (2) Tenant 
diligently prosecutes such contest to completion in a manner 
reasonably satisfactory to Landlord, and (3) Tenant promptly 
causes to be paid any amount adjudged by a court of competent jurisdiction
to be due, with all costs and interest thereon, promptly after such 
judgment becomes final; provided, however, that in any event 
each such contest shall be concluded and the lien, interest and 
costs shall be paid prior to the date (i) any criminal action 
may be instituted against Landlord or its directors, officers or 
employees because of the nonpayment thereof or (ii) any writ or 
order is issued under which any property owned by Landlord 
(including the Leased Property) may be seized or sold or any 
other action may be taken against Landlord or any property owned 
by Landlord because of the nonpayment thereof.

(p)     Impositions.  Tenant shall reimburse Landlord for (or, 
if requested by Landlord, will pay or cause to be paid prior to 
delinquency) all sales, excise, ad valorem, gross receipts, 
business, transfer, stamp, occupancy, rental and other taxes, 
levies, fees, charges, surcharges, assessments or penalties 
which arise out of or are attributable to this Lease or which 
are imposed upon Landlord or the Leased Property because of the 
ownership, leasing, occupancy, sale or operation of the Leased 
Property, or any part thereof, or relating to or required to be 
paid by the terms of any of the Permitted Encumbrances 
(collectively, herein called the "Impositions"), excluding only 
Excluded Taxes.  If Landlord requires Tenant to pay any 
Impositions directly to the applicable taxing authority or other 
party entitled to collect the same, Tenant shall furnish Landlord with
receipts showing payment of such Impositions and other amounts prior to 
delinquency; except that Tenant may in good faith by appropriate 
proceedings contest the validity, applicability or amount of any 
asserted Imposition, and pending such contest Tenant shall 
not be deemed in default of this subparagraph (or subparagraphs 
8.(t) or 8.(u)) because of the contested Imposition if (1) 
within sixty (60) days after being asked to do so by Landlord, 
Tenant bonds over to the satisfaction of Landlord any lien 
asserted against the Leased Property and alleged to secure an 
amount in excess of $500,000 because of the contested Imposition, (2) 
Tenant diligently prosecutes such contest to completion in a 
manner reasonably satisfactory to Landlord, and (3) Tenant 
promptly causes to be paid any amount adjudged by a court of 
competent jurisdiction to be due, with all costs, penalties and 
interest thereon, promptly after such judgment becomes final; 
provided, however, that in any event each such contest shall be 
concluded and the Impositions, penalties, interest and costs 
shall be paid prior to the date (i) any criminal action may be 
instituted against Landlord or its directors, officers or 
employees because of the nonpayment thereof or (ii) any writ or 
order is issued under which any property owned by Landlord 
(including the Leased Property) may be seized or sold or any 
other action may be taken against Landlord or any property owned 
by Landlord because of the nonpayment thereof.

(q)     Repair, Maintenance, Alterations and Additions.  Tenant 
shall keep the Leased Property in good order, repair, operating condition
and appearance (ordinary wear and tear excepted), causing all 
necessary repairs, renewals, replacements, additions and 
improvements to be promptly made, and will not allow any of the 
Leased Property to be materially misused, abused or wasted or to 
deteriorate.  Further, Tenant shall not, without the prior 
written consent of Landlord, construct or make any alteration to 
any Improvements which significantly reduce the fair market 
value of the Leased Property.

(r)     Insurance and Casualty.  Throughout the Term, Tenant 
will keep any valuable Improvements insured against damage by fire and
other casualty in a commercially reasonable manner.

(s)     Condemnation.  Immediately upon obtaining knowledge of 
the institution of any proceedings for the condemnation of the Leased
Property or any portion thereof, or any other similar governmental or 
quasi-governmental proceedings arising out of injury or damage 
to the Leased Property or any portion thereof, Tenant shall 
notify Landlord of the pendency of such proceedings.  Tenant 
shall, at its expense, diligently prosecute any such proceedings 
and shall consult with Landlord, its attorneys and experts and 
cooperate with them as reasonably requested in the carrying on 
or defense of any such proceedings. 

All proceeds of condemnation awards or proceeds of sale in lieu 
of condemnation with respect to the Leased Property and all 
judgments, decrees and awards for injury or damage to the Leased 
Property shall be paid to Landlord and applied as provided in 
Paragraph 4 above.  Landlord is hereby authorized, in the name 
of Tenant, to execute and deliver valid acquittances for, and to 
appeal from, any such judgment, decree or award concerning 
condemnation of any of the Leased Property.  Landlord shall not 
be, in any event or circumstances, liable or responsible for 
failure to collect, or to exercise diligence in the collection 
of, any such proceeds, judgments, decrees or awards. 
	
	Notwithstanding the foregoing provisions of this 
subparagraph 8.(s), following any condemnation or sale in lieu 
of condemnation involving the Leased Property, if condemnation 
or sale proceeds totaling not more than $2,000,000 are to be 
recovered as a result thereof, or if in connection therewith 
Tenant shall have executed a Voluntary Minimum Pledge Commitment 
and delivered any additional Collateral required to satisfy such 
Voluntary Minimum Pledge Commitment, Tenant shall be entitled to 
receive directly and hold such condemnation or sale proceeds, so 
long as no Event of Default shall have occurred and be 
continuing and so long as Tenant applies such proceeds towards 
the restoration, replacement and repair of the remainder of the 
Leased Property as required by subparagraph 4.(b).

(t)     Protection and Defense of Title.  If any encumbrance or 
title defect whatsoever affecting Landlord's fee interest in the Leased 
Property is claimed or discovered (excluding Permitted Encumbrances,
this Lease and any other encumbrance which is claimed by Landlord or
lawfully claimed through or under Landlord and which is not claimed by, 
through or under Tenant) or if any legal proceedings are instituted with
respect to title to the Leased Property, Tenant shall give prompt written
notice thereof to Landlord and at Tenant's own cost and expense will
promptly cause the removal of any such encumbrance and cure any such defect
and will take all necessary and proper steps for the defense of any such
legal proceedings, including but not limited to the employment of 
counsel, the prosecution or defense of litigation and the release or
discharge of all adverse claims.  If Tenant fails to promptly remove any
such encumbrance or title defect (other than a Lien Tenant is contesting as
expressly permitted by and in accordance with subparagraph 8.(o) or
subparagraph 8.(p)), Landlord (whether or not named as a party to legal
proceedings with respect thereto) shall be entitled to take such additional 
steps as in its judgment may be necessary or proper to remove 
such encumbrance or cure such defect or for the defense of any such 
attack or legal proceedings or the protection of Landlord's fee 
interest in the Leased Property, including but not limited to 
the employment of counsel, the prosecution or defense of 
litigation, the compromise or discharge of any adverse claims 
made with respect to the Leased Property, the removal of prior 
liens or security interests, and all expenses (including 
Attorneys' Fees) so incurred of every kind and character shall 
be a demand obligation owing by Tenant.
	
	For purposes of this subparagraph 8.(t), Tenant shall be 
deemed to be acting promptly to remove any encumbrance or to 
cure any title defect, other than a Lien which Tenant has itself 
granted or authorized, so long as Tenant (or a title insurance 
company obligated to do so) is in good faith by appropriate 
proceedings contesting the validity and applicability of the 
encumbrance or defect, and pending such contest Tenant shall not 
be deemed in default under this subparagraph because of the 
encumbrance or defect; provided, with respect to a contest of 
any encumbrance or title defect which is the subject of 
subparagraphs 8.(o) or 8.(p), Tenant (or the applicable title 
insurance company) must satisfy the conditions and requirements 
for a permitted contest set forth in those subparagraphs, and 
with respect to a contest of any other encumbrance or title 
defect, Tenant (or the applicable title insurance company) must:
(1) diligently prosecute the contest to completion in a manner
reasonably satisfactory to Landlord;
	
	(2) immediately remove the encumbrance or cure the 
defect, as and to the extent reasonably required to preserve 
Landlord's indefeasible fee estate in the Leased Property and to 
prevent any significant adverse impact the encumbrance or defect 
may have on the value of the Leased Property, upon a final 
determination by a court of competent jurisdiction that the 
encumbrance or defect is valid and applicable to the Leased 
Property; and
	
	(3) in any event conclude the contest and remove the 
encumbrance or cure the defect and pay any claims asserted 
against Landlord or the Leased Property because of such 
encumbrance or defect, all prior to (i) any Designated Sale Date 
on which neither Tenant nor any Applicable Purchaser purchases 
the Leased Property pursuant to the Purchase Agreement for a 
price to Landlord (when taken together with any additional 
payments made by Tenant pursuant to Paragraph 2(a)(ii) of the 
Purchase Agreement, in the case of a purchase by an Applicable 
Purchaser) of not less than the Purchase Price, (ii) the date 
any criminal charges may be brought against Landlord or any of 
its directors, officers or employees because of such encumbrance 
or defect or (iii) the date any action may be taken against 
Landlord or any property owned by Landlord (including the Leased 
Property) by any governmental authority or any other Person who 
has or claims rights superior to Landlord because of the 
encumbrance or defect.

(u)     No Liens on the Leased Property.  Tenant shall not, 
without the prior written consent of Landlord, create, place or permit
to be created or placed, or through any act or failure to act, 
acquiesce in the placing of, or allow to remain, any Lien (except the
lien for property taxes or assessments assessed against the Leased Property
which are not delinquent and any Lien Tenant is contesting as expressly 
permitted by and in accordance with subparagraph 8.(o) or 
subparagraph 8.(p)), against or covering the Leased Property or 
any part thereof (other than any Lien which is lawfully claimed 
through or under Landlord and which is not claimed by, through 
or under Tenant) regardless of whether the same are expressly or 
otherwise subordinate to this Lease or Landlord's interest in 
the Leased Property, and should any prohibited Lien exist or 
become attached hereafter in any manner to any part of the 
Leased Property without the prior written consent of Landlord, 
Tenant shall cause the same to be promptly discharged and 
released to the satisfaction of Landlord.

(v)     Books and Records.  Tenant shall keep books and records 
that are accurate and complete in all material respects for the 
construction and maintenance of the Leased Property and will 
permit all such books and records (including without limitation 
all contracts, statements, invoices, bills and claims for labor, 
materials and services supplied for the construction and 
operation of any Improvements) to be inspected and copied by 
Landlord and its duly accredited representatives at all times 
during reasonable business hours; provided that so long as 
Tenant remains in possession of the Leased Property, Landlord or 
Landlord's representative will, before making any such 
inspection or copying any such documents, if then requested to 
do so by Tenant to maintain Tenant's security: (i) sign in at 
Tenant's security or information desk if Tenant has such a desk 
on the premises, (ii) wear a visitor's badge or other reasonable 
identification provided by Tenant when Landlord or Landlord's 
representative first arrives at the Leased Property, (iii) 
permit an employee of Tenant to observe such inspection or work, 
and (iv) comply with other similar reasonable nondiscriminatory 
security requirements of Tenant that do not, individually or in 
the aggregate, interfere with or delay inspections or copying by 
Landlord authorized by this subparagraph.  This subparagraph 
shall not be construed as requiring Tenant to regularly maintain 
separate books and records relating exclusively to the Leased 
Property; provided, however, that if requested by Landlord at 
any time when an Event of Default shall have occurred and be 
continuing, Tenant shall construct or abstract from its 
regularly maintained books and records information required by 
this subparagraph relating to the Leased Property.

(w)     Financial Statements; Required Notices; Certificates as 
to Default. Tenant shall deliver to Landlord and to each 
Participant of which Tenant has been notified:

(i)  as soon as available and in any event within one hundred 
twenty (120) days after the end of each fiscal year of Tenant, a 
consolidated balance sheet of Tenant and its consolidated 
Subsidiaries as of the end of such fiscal year and a 
consolidated income statement and statement of cash flows of 
Tenant and its consolidated Subsidiaries for such fiscal year, 
all in reasonable detail and all prepared in accordance with 
GAAP and accompanied by a report and opinion of accountants of 
national standing selected by Tenant, which report and opinion 
shall be prepared in accordance with generally accepted auditing 
standards and shall not be subject to any qualifications or 
exceptions as to the scope of the audit nor to any qualification 
or exception which Landlord determines, in Landlord's reasonable 
discretion, is unacceptable; provided that notwithstanding the 
foregoing, for so long as Tenant is a company subject to the 
periodic reporting requirements of Section 12 of the Securities 
Exchange Act of 1934, as amended, Tenant shall be deemed to have 
satisfied its obligations under this clause (i) so long as 
Tenant delivers to Landlord the same annual report and report 
and opinion of accountants that Tenant delivers to its 
shareholders;

(ii)  as soon as available and in any event within sixty (60) 
days after the end of each of the first three quarters of each 
fiscal year of Tenant, the consolidated balance sheet of Tenant 
and its consolidated subsidiaries as of the end of such quarter 
and the consolidated income statement and the consolidated 
statement of cash flows of Tenant and its consolidated 
Subsidiaries for the period commencing at the end of the 
previous fiscal year and ending with the end of such quarter, 
all in reasonable detail and all prepared in accordance with GAAP and
certified by a Responsible Financial Officer of Tenant (subject to year-end
adjustments); provided that notwithstanding the foregoing, for so long as 
Tenant is a company subject to the periodic reporting 
requirements of Section 12 of the Securities Exchange Act of 
1934, as amended, Tenant shall be deemed to have satisfied its 
obligations under this clause (ii) so long as Tenant delivers to 
Landlord the same quarterly reports, certified by a Responsible 
Financial Officer of Tenant (subject to year-end adjustments), 
that Tenant delivers to its shareholders;

(iii)  together with the financial statements furnished in 
accordance with subparagraph 8.(w)(ii) and 8.(w)(i), a 
certificate of a Responsible Financial Officer of Tenant in 
substantially the form attached hereto as Exhibit E: (i) 
certifying that to the knowledge of Tenant no Default or Event 
of Default under this Lease has occurred and is continuing or, 
if a Default or Event of Default has occurred and is continuing, 
a brief statement as to the nature thereof and the action which 
is proposed to be taken with respect thereto, (ii) certifying 
that the representations of Tenant set forth in Paragraph 8 of 
this Lease are true and correct in all material respects as of 
the date thereof as though made on and as of the date thereof 
or, if not then true and correct, a brief statement as to why 
such representations are no longer true and correct, and (iii) 
with computations demonstrating compliance with the financial 
covenants contained in subparagraph 8.(ac);

(iv)  promptly after any change in the rating of Tenant's 
senior, unsecured debt by Standard and Poor's Corporation or 
Moody's Investor Service, Inc. or in Tenant's Debt to Capital 
Ratio (as defined in subparagraph 1.(bo)), which will result in 
a change in the Spread (as defined in subparagraph 1.(bo)), a 
certificate of a Responsible Financial Officer of Tenant in 
substantially the form attached hereto as Exhibit F with 
computations evidencing Tenant's calculation of the Spread after 
giving effect to such changes;

(v)  promptly after the sending or filing thereof, copies of all 
proxy statements, financial statements and reports which Tenant 
sends to Tenant's stockholders, and copies of all regular, 
periodic and special reports, and all registration statements (other than
registration statements on Form S-8 or any form substituted therefor) which
Tenant files with the Securities and Exchange Commission or any
governmental authority which may be substituted therefor, or with any 
national securities exchange;

(vi)  as soon as possible and in any event within five (5) 
Business Days after a Responsible Financial Officer of Tenant 
becomes aware of the occurrence of each Default or Event of 
Default with respect to the Affirmative Financial Covenants 
described in subparagraph 9.(ae) or the Negative Covenants 
described in subparagraph 9.(af), a statement of a Responsible 
Financial Officer of Tenant setting forth details of such 
Default or Event of Default and the action which Tenant has 
taken and proposes to take with respect thereto;

(vii)  upon request by Landlord, a statement in writing 
certifying that this Lease is unmodified and in full effect (or, 
if there have been modifications, that this Lease is in full 
effect as modified, and setting forth such modifications) and 
the dates to which the Base Rent has been paid and either 
stating that to the knowledge of Tenant no Default or Event of 
Default under this Lease has occurred and is continuing or, if a 
Default or Event of Default under this Lease has occurred and is 
continuing, a brief statement as to the nature thereof; it being 
intended that any such statement by Tenant may be relied upon by 
any prospective purchaser or mortgagee of the Leased Property 
and by any Participant; and

(viii)  such other information respecting the condition or 
operations, financial or otherwise, of Tenant, of any of its 
Subsidiaries or of the Leased Property as Landlord or any 
Participant through Landlord may from time to time reasonably 
request.

Landlord is hereby authorized to deliver a copy of any 
information or certificate delivered to it pursuant to this 
subparagraph 8.(w) to any Participant and to any regulatory body 
having jurisdiction over Landlord that 
requires or requests it.

(x)     Further Assurances.  Tenant shall, on request of 
Landlord, (i) promptly correct any defect, error or omission 
which may be discovered in the contents of this Lease or in any 
other instrument executed in connection herewith or in the 
execution or acknowledgment thereof; (ii) execute, acknowledge, 
deliver and record or file such further instruments and do such 
further acts as may be necessary, desirable or proper to carry 
out more effectively the purposes of this Lease and to subject 
to this Lease any property intended by the terms hereof to be 
covered hereby including specifically, but without limitation, 
any renewals, additions, substitutions, replacements or 
appurtenances to the Leased Property; (iii) execute, 
acknowledge, deliver, procure and record or file any document or 
instrument deemed advisable by Landlord to protect its rights in 
and to the Leased Property against the rights or interests of 
third persons; and (iv) provide such certificates, documents, 
reports, information, affidavits and other instruments and do 
such further acts as may be necessary, desirable or proper in 
the reasonable determination of Landlord to enable Landlord, 
Landlord's Parent and other Participants to comply with the 
requirements or requests of any agency or authority having 
jurisdiction over them.

(y)     Fees and Expenses; General Indemnification; Increased 
Costs; and Capital Adequacy Charges.

(i)     Except for any costs paid by Landlord with the proceeds 
of the Initial Funding Advance as part of the Closing Costs, 
Tenant shall pay (and shall indemnify and hold harmless 
Landlord, Landlord's Parent and any Person claiming through 
Landlord by reason of a Permitted Transfer from and against) all 
Losses incurred by Landlord or Landlord's Parent or any Person 
claiming through Landlord through a Permitted Transfer in 
connection with or because of (A) the ownership of any interest 
in or operation of the Leased Property, (B) the negotiation or 
administration of this Lease, the Purchase Agreement, the Pledge 
Agreement, the Environmental Indemnity or the Participation 
Agreement (excluding the negotiation or administration of the 
Participation Agreement between Landlord and Landlord's Parent), 
or (C) 3COM's request for assistance in identifying any new Participant
pursuant to Paragraph 18 of the Purchase Agreement, whether such Losses
are incurred at the time of execution of this Lease or at any time 
during the Term.  Costs and expenses included in such Losses may 
include, without limitation, all appraisal fees, filing and 
recording fees, inspection fees, survey fees, taxes (other than 
Excluded Taxes), brokerage fees and commissions, abstract fees, 
title policy fees, Uniform Commercial Code search fees, escrow 
fees, Attorneys' Fees and environmental consulting fees incurred 
by Landlord with respect to the Leased Property.  If Landlord pays or
reimburses Landlord' Parent for any such Losses, Tenant shall reimburse
Landlord for the same notwithstanding that Landlord may have already received
any payment from any other Participant on account of such Losses, it 
being understood that the other Participant may expect repayment 
from Landlord when Landlord does collect the required 
reimbursement from Tenant.

(ii)  Tenant shall also pay (and indemnify and hold harmless 
Landlord, Landlord's Parent and any Person claiming through 
Landlord by reason of a Permitted Transfer from and against) all 
Losses, including Attorneys' Fees, incurred or expended by 
Landlord or Landlord's Parent or any Person claiming through 
Landlord through a Permitted Transfer or in connection with (A) 
the breach by Tenant of any covenant of Tenant herein or in any 
other instrument executed in connection herewith or (B) 
Landlord's exercise in a lawful manner of any of Landlord's 
remedies hereunder or under Applicable Law or Landlord's 
protection of the Leased Property and Landlord's interest 
therein as permitted hereunder or under Applicable Law.  
(However, the indemnity in the preceding sentence shall not be 
construed to make Tenant liable to both Landlord and any 
Participant or other party claiming through Landlord for the 
same damages. For example, so long as Landlord remains entitled 
to recover any past due Base Rent from Tenant, no Participant 
shall be entitled to collect a percentage of the same Base Rent 
from Tenant.)  Tenant shall further indemnify and hold harmless 
Landlord and all other Indemnified Parties against, and 
reimburse them for, all Losses which may be imposed upon, asserted against 
or incurred or paid by them by reason of, on account of or in 
connection with any bodily injury or death or damage to the 
property of third parties occurring in or upon or in the 
vicinity of the Leased Property through any cause whatsoever. 
THE FOREGOING INDEMNITY FOR INJURY, DEATH OR PROPERTY DAMAGE 
SHALL APPLY EVEN WHEN INJURY, DEATH OR PROPERTY DAMAGE IN, ON OR 
IN THE VICINITY OF THE LEASED PROPERTY RESULTS IN WHOLE OR IN 
PART FROM THE ORDINARY NEGLIGENCE (AS DEFINED ABOVE) OF AN 
INDEMNIFIED PARTY; provided, such 
indemnity shall not apply to Losses suffered by an Indemnified 
Party that were proximately caused by (and attributed by any 
applicable principles of comparative fault to) the Active 
Negligence, gross negligence or wilful misconduct of such 
Indemnified Party.

(iii)  If, after the date hereof, due to either (A) the 
introduction of or any change (other than any change by way of 
imposition or increase of reserve requirements included in the 
Eurodollar Rate Reserve Percentage) in or in the interpretation 
of any law or regulation or (B) the compliance with any 
guideline or request from any central bank or other governmental 
authority (whether or not having the force of law), there shall 
be any increase in the cost to Landlord's Parent or any other 
Participant of agreeing to make or making, funding or 
maintaining advances to Landlord in connection with the Leased 
Property, then Tenant shall from time to time, upon demand by 
Landlord pay to Landlord for the account of Landlord's Parent or 
such other Participant, as the case may be, additional amounts 
sufficient to compensate Landlord's Parent or the Participant 
for such increased cost.  An increase in costs resulting from 
any imposition or increase of reserve requirements applicable to 
Collateral held from time to time by Landlord's Parent or other 
Participants pursuant to the Pledge Agreement would be an 
increase covered by the preceding sentence.  A certificate as to 
the amount of any increased cost covered by this subparagraph, 
submitted to Landlord and Tenant by Landlord's Parent or the 
other Participant, shall be conclusive and binding for purposes 
of determining Tenant's obligations hereunder, absent clear and 
demonstrable error.

(iv)   Landlord's Parent or any other Participant may demand 
additional payments (herein called "Capital Adequacy Charges") 
if Landlord's Parent or the other Participant determines that 
any law or regulation or any guideline or request from any 
central bank or other governmental authority (whether or not 
having the force of law) affects the amount of capital to be 
maintained by it and that the amount of such capital is 
increased by or based upon the existence of Funding Advances 
made or to be made to Landlord to permit Landlord to maintain 
Landlord's investment in the Leased Property.  To the extent 
that Landlord's Parent or the other Participant demands Capital 
Adequacy Charges as compensation for the additional capital 
requirements reasonably allocable to such advances, Tenant shall 
pay to Landlord for the account of Landlord's Parent or the 
other Participant, as the case may be, the amount so demanded.

(v)     Any amount to be paid to Landlord, Landlord's Parent or 
any other Indemnified Party under this subparagraph 8.(y) shall 
be a demand obligation owing by Tenant.  Tenant's indemnities and
obligations under this subparagraph 8.(y) shall survive the termination
or expiration of this Lease with respect to any circumstance or 
event existing or occurring prior to such termination or 
expiration.

(z)     Liability Insurance.  Tenant shall maintain one or more 
policies of commercial general liability insurance against 
claims for bodily injury or death and property damage occurring 
or resulting from any occurrence in or upon the Leased Property, 
in standard form and with an insurance company or companies 
rated by the A.M. Best Company of Oldwick, New Jersey as having 
a policyholder's rating of A or better and a reported financial 
information rating of X or better, such insurance to afford 
immediate protection, to the aggregate limit of not less than 
$10,000,000 combined single limit for bodily injury and property 
damage in respect of any one accident or occurrence, with not 
more than $500,000 self-insured retention.  Such commercial 
general liability insurance shall include blanket contractual 
liability coverage which insures contractual liability under the
indemnifications set forth in this Lease (other than the indemnifications
set forth in Paragraph 11 concerning environmental matters), but such 
coverage or the amount thereof shall in no way limit such 
indemnifications.  The policy evidencing such insurance shall 
name as additional insureds Landlord and all Participants of 
which Tenant has been notified (including Landlord's Parent, ABN 
AMRO Bank N.V. and the other financial institutions that are 
parties to the original Participation Agreement).  Tenant shall 
maintain with respect to each policy or agreement evidencing 
such commercial general liability insurance such endorsements as 
may be reasonably required by Landlord and shall at all times 
deliver and maintain with Landlord written confirmation (in form 
satisfactory to Landlord) with respect to such insurance from 
the applicable insurer or its authorized agent, which 
confirmation must provide that insurance coverage will not be 
canceled or reduced without at least ten (10) days notice to 
Landlord.  Not less than five (5) days prior to the expiration 
date of each policy of insurance required of Tenant pursuant to 
this subparagraph, Tenant shall 
deliver to Landlord a certificate evidencing a paid renewal 
policy or policies.

(aa)    Permitted Encumbrances.  Except to the extent expressly 
required of Landlord by subparagraph 9.(b), 
Tenant shall comply with and will cause to be performed all of 
the covenants, agreements and obligations imposed upon the owner 
of the Leased Property in the Permitted Encumbrances in 
accordance with their respective terms and provisions.  Tenant 
shall not, without the prior written consent of Landlord, modify 
or permit any modification of any Permitted Encumbrance in any 
manner that could impose significant monetary obligations upon 
Landlord or any subsequent owner of the Leased Property, could 
significantly and adversely affect the value of the Leased 
Property, could impose any lien to secure payment or performance 
obligations against any part of the Leased Property or would 
otherwise be material and adverse to Landlord.

(bb)    Environmental.  

(i)     Environmental Covenants.  Tenant covenants:

a)      not to cause or permit the Leased Property to be in 
violation of, or do anything or permit 
anything to be done which will subject the Leased Property to 
any remedial obligations under, any Environmental Laws, 
including without limitation CERCLA and RCRA, assuming 
disclosure to the applicable governmental authorities of all relevant
facts, conditions and circumstances pertaining to the Leased Property;

b)      not to conduct or authorize others to conduct Hazardous 
Substance Activities on the Leased 
Property, except Permitted Hazardous Substance Use;

c)      to the extent required by Environmental Laws, to remove 
Hazardous Substances from the 
Leased Property (or if removal is prohibited by law, to take 
whatever action is required by law) promptly upon discovery; and

d)      not to discharge or authorize the discharge of anything 
(including Permitted Hazardous Substances) from the Leased Property into
groundwater or surface water that would require any permit under applicable 
Environmental Laws, other than storm water runoff.

	If Tenant's failure to cure any breach of the covenants 
listed above in this subparagraph (i) continues beyond the 
Environmental Cure Period (as defined below), Landlord may, in 
addition to any other remedies available to it, after notifying Tenant
of the remediation efforts Landlord believes are needed, cause the 
Leased Property to be freed from all Hazardous Substances (or if 
removal is prohibited by law, to take whatever action is 
required by law), and the cost of the removal shall be a demand 
obligation owing by Tenant to Landlord.  Further, subject to the provisions
of subparagraph 11.(c) below, Tenant agrees to indemnify Landlord 
against all Losses incurred by or asserted or proven against 
Landlord in connection therewith.  As used in this subparagraph, 
"Environmental Cure Period" means the period ending on the 
earlier of: (1) one hundred and eighty days (180) after Tenant 
is notified of the breach which must be cured within such 
period, or such longer period as is reasonably required for any 
cure that Tenant pursues with diligence pursuant to and in 
accordance with an Approved Plan (as defined below), (2) the 
date any writ or order is issued for the levy or sale of any 
property owned by Landlord (including the Leased Property) or 
any criminal action is instituted against Landlord or any of its 
directors, officers or employees because of the breach which 
must be cured within such period, (3) the end of the Term.  As 
used in this subparagraph, an "Approved Plan" means a plan of 
remediation of a violation of Environmental Laws for which 
Tenant has obtained, within one hundred and eighty days (180) after 
Tenant is notified of the applicable breach of the covenants 
listed above in this subparagraph (i), the written approval of 
the governmental authority with primary jurisdiction over the 
violation and with respect to which no other governmental 
authority asserting jurisdiction has claimed such plan is inadequate.

(ii)    Environmental Inspections and Reviews.  Landlord 
reserves the right to retain an independent professional 
consultant to review any report prepared by Tenant or to conduct 
Landlord's own investigation to confirm whether Hazardous 
Substances Activities or the discharge of anything into 
groundwater or surface water has occurred in violation of the 
preceding subparagraph (i), but Landlord's right to 
reimbursement for the fees of such consultant shall be limited 
to the following circumstances: (1) an Event of Default shall 
have occurred; (2) Landlord shall have retained the consultant 
to establish the condition of the Leased Property just prior to 
any conveyance thereof pursuant to the Purchase Agreement or 
just prior to the expiration of this Lease; (3) Landlord shall 
have retained the consultant to satisfy any regulatory 
requirements applicable to Landlord or its Affiliates; or (4) 
Landlord shall have retained the consultant because Landlord has 
been notified of a violation of Environmental Laws concerning 
the Leased Property or Landlord otherwise reasonably believes that Tenant
has not complied with the preceding subparagraph (i).  Tenant grants to 
Landlord and to Landlord's agents, employees, consultants and 
contractors the right during reasonable business hours and after 
reasonable notice to enter upon the Leased Property to inspect 
the Leased Property and to perform such tests as are reasonably 
necessary or appropriate to conduct a review or investigation of 
Hazardous Substances on, or any discharge into groundwater or 
surface water from, the Leased Property.  Without limiting the 
generality of the foregoing, Tenant agrees that Landlord will 
have the same right, power and authority to enter and inspect 
the Leased Property as is granted to a secured lender under 
Section 2929.5 of the California Civil Code.  Tenant shall 
promptly reimburse Landlord for the cost of any such inspections 
and tests, but only when the inspections and tests are (1) 
ordered by Landlord after an Event of Default; (2) ordered by 
Landlord to establish the condition of the Leased Property just 
prior to any conveyance thereof pursuant to the Purchase 
Agreement or just prior to the expiration of this Lease; (3) 
ordered by Landlord to satisfy any regulatory requirements 
applicable to Landlord or its Affiliates; or (4) ordered because 
Landlord has been notified of a violation of Environmental Laws 
concerning the Leased Property or Landlord otherwise reasonably 
believes that Tenant has not complied with the preceding subparagraph (i).

(iii)   Notice of Environmental Problems.  Tenant shall 
immediately advise Landlord of (i) any discovery of any event or 
circumstance which would render any of the representations 
contained in subparagraph 8.(e) inaccurate in any material 
respect if made at the time of such discovery, (ii) any remedial 
action taken by Tenant in response to any (A) discovery of any 
Hazardous Substances other than Permitted Hazardous Substances 
on, under or about the Leased Property or (B) any claim for 
damages resulting from Hazardous Substance Activities, (iii) 
Tenant's discovery of any occurrence or condition on any real 
property adjoining or in the vicinity of the Leased Property 
which could cause the Leased Property or any part thereof to be 
subject to any ownership, occupancy, transferability or use 
restrictions under Environmental Laws, or (iv) any investigation 
or inquiry affecting the Leased Property by any governmental 
authority in connection with any Environmental Laws.  In such event, Tenant
shall deliver to Landlord within thirty (30) days after Landlord's 
request, a preliminary written environmental plan setting forth 
a general description of the action that Tenant proposes to take 
with respect thereto, if any, to bring the Leased Property into 
compliance with Environmental Laws or to correct any breach by 
Tenant of the covenants listed above in subparagraph (i), 
including, without limitation, any proposed corrective work, the 
estimated cost and time of completion, the name of the 
contractor and a copy of the construction contract, if any, and 
such additional data, instruments, documents, agreements or 
other materials or information as Landlord may reasonably 
request.

(cc)    Affirmative Financial Covenants.   

(i)  Quick Ratio. Tenant shall maintain a ratio of (A) Quick 
Assets of Tenant and its Subsidiaries (determined on a 
consolidated basis) to (B) the sum of Current Liabilities of 
Tenant and its Subsidiaries (determined on a consolidated 
basis), of not less than 1.00 to 1.00.  As used in this 
subparagraph 8.(ac), "Quick Assets" means the sum (without 
duplication of any item) of the Collateral held and pledged 
under the Pledge Agreement, plus unencumbered cash, plus 
unencumbered short term cash investments, plus 
other unencumbered marketable securities which are classified as 
short term investments according to GAAP, plus the fair market 
value of unencumbered Long-Term Investments, plus unencumbered 
current net accounts receivable.  For purposes of determining 
Quick Assets, assets will be deemed to be "unencumbered" if they are
actually unencumbered or if they are encumbered only by Liens, from which,
at the time of the applicable determination of Quick Assets, Tenant is
entitled to a release of such assets upon no more than ninety days' notice,
without any payment (other than the payment of ministerial fees 
and costs), without subjecting other assets to any Lien and 
without otherwise satisfying any condition that is beyond 
Tenant's control.  As used herein "Long-Term Investments" means 
those investments described below (to the extent that they are not
classified as short term investments in accordance with GAAP), provided
that such investments shall have maturities of not longer than two years, 
and shall be rated not less than A- by Standard & Poor's 
Corporation or less than A by Moody's Investors Service, Inc.:
	
	(1)     Securities issued or fully guaranteed or fully insured
by the United States government or any agency thereof and backed by the full 
faith and credit of the United States;
	(2)     Certificates of deposit, time deposits, eurodollar time
deposits, repurchase agreements, or banker's acceptances that are
issued by either one of the 50 largest (in assets) banks in the
United States or by one of the 100 largest (in assets) banks in the world; and
	(3)     Notes and municipal bonds.  As used in this subparagraph
8.(ac), "Current Liabilities" means, with respect to any Person, all
liabilities of such Person treated as current liabilities in accordance
with GAAP, including without limitation (a) all obligations payable on
demand or within one year after the date in which the determination is
made and (b) installment and sinking fund payments required to be made
within one year after the date on which determination is made, but excluding
all such liabilities or obligations which are renewable or extendable at 
the option of such Person to a date more than one year from the 
date of determination.

(ii)  Maximum Senior Debt to Capitalization.  Throughout the 
Term Tenant shall maintain a ratio of Senior Debt to 
Capitalization of not more than 0.35 to 1.00.  As used in this 
subparagraph 8.(ac):
	"Senior Debt" means the Debt of Tenant and its Subsidiaries 
(determined on a consolidated basis), minus the aggregate principal amount
of the Subordinated Debt.
	"Capitalization" means the sum of the Debt of Tenant and its
Subsidiaries (determined on a consolidated basis), including the aggregate
principal amount of the Subordinated Debt, plus Consolidated Tangible Net
Worth of Tenant and its Subsidiaries (determined on a consolidated basis).
	"Subordinated Debt" means the unsecured Debt of Tenant in respect
of the $110,000,000 aggregate principal amount at maturity of 10 1/14% 
Convertible Subordinated Notes due 2001 issued pursuant to the 
Indenture.  However, such unsecured Debt shall be included in 
Subordinated Debt for purposes hereof only to the extent that it 
remains expressly subordinated to the payment and performance 
obligations of Tenant in transactions of the type and structure 
contemplated by this Lease and the Purchase Agreement.
	"Consolidated Tangible Net Worth" means, at any 
date of determination thereof, the excess of consolidated total 
assets on such date over consolidated total liabilities on such 
date; provided, however, that Intangible Assets on such date 
shall be excluded from any determination of consolidated total 
assets on such date.
	"Intangible Assets" means, as of the date of any 
determination thereof, the total amount of all assets of Tenant 
and its consolidated Subsidiaries that are properly classified 
as "intangible assets" in accordance with GAAP and, in any 
event, shall include, without limitation, goodwill, patents, 
trade names, trademarks, copyrights, franchises, experimental 
expense, organization expense, unamortized debt discount and 
expense, and deferred charges other than prepaid insurance and 
prepaid taxes and current deferred taxes which are classified on 
the balance sheet of Tenant and its consolidated Subsidiaries as 
a current asset in accordance with GAAP and in which 
classification Tenant's independent public accountants concur.
	"Indenture" means the Indenture dated as of 
November 1, 1994 by and between Tenant and the First National 
Bank of Boston, as trustee.

(iii)  Minimum Tangible Net Worth.  Tenant shall not permit its 
Consolidated Tangible Net Worth, on a consolidated basis, at the 
end of any fiscal quarter to be less than the sum of: (A) eighty 
percent (80%) of Consolidated Tangible Net Worth as of May 31, 
1996; plus (B) fifty percent (50%) of Tenant's net income 
(but without deducting any net losses for any period) earned in 
each fiscal quarter, starting with the quarter ended August 31, 
1996, and ending with the quarter which, at such time, is the 
most recently ended fiscal quarter; less (C) the amount of 
write-offs resulting from acquisitions after May 31, 1996, such 
amount not to exceed an aggregate, cumulative amount of 
$150,000,000.

(iv)  Fixed Charge Ratio.  Throughout the Term Tenant shall 
maintain as of the last day of each fiscal quarter of Tenant a 
ratio of (A) Adjusted EBIT of Tenant and its Subsidiaries 
(determined on a consolidated basis) for the twelve (12) month 
period ending on such date, to (B) Fixed Charges of Tenant and 
its Subsidiaries (determined on a consolidated basis) for the 
twelve (12) month period ending on such date, of not less than 
2.00 to 1.00.  As used in this clause (iv), "Adjusted EBIT" 
means, for any accounting period, net income (or net loss), plus the
amounts (if any) which, in the determination of net income (or net loss)
for such period, have been deducted for (a) gross interest expense, (b) 
income tax expense (c) rent expense under leases of property (excluding
rent expense payable under any "Minor Lease", which shall mean a lease
under which rent is less than $1,000,000 per annum), (d) depreciation, and 
(e) non-recurring charges taken in connection with the 
acquisition of in-process technologies, in each case determined 
in accordance with GAAP.  As used in this clause (iv), "Fixed 
Charges" means, for any accounting period, 
the sum of (a) gross interest expense, plus (b) amortization of 
principal or debt discount in respect of all Debt during such 
period, plus (c) rent payable under all leases of property 
during such period (excluding rent payable under any Minor 
Lease), plus (d) taxes payable during such period.

(dd)    Negative Covenants.  Without the prior written consent 
of Landlord in each case, neither Tenant nor any of its 
Subsidiaries shall: 

(i)  Liens.  Create, incur, assume or suffer to exist any Lien, 
upon or with respect to any of its properties, now owned or 
hereafter acquired; provided, however, that the following shall 
be permitted except to the extent that they would encumber any 
interest in the Leased Property in violation of other provisions 
of this Lease or would encumber Collateral covered by the Pledge 
Agreement:

a)  Liens for taxes or assessments or other government charges 
or levies if not yet due and payable 
or if they are being contested in good faith by appropriate 
proceedings and for which appropriate reserves are maintained;

b)  Liens that secure obligations incurred in the ordinary 
course of business, that are not past due for more than thirty 
(30) days (or that are being contested in good faith by 
appropriate proceedings and for which appropriate reserves have 
been established) and that:

(1)  are imposed by law, such as mechanic's, materialmen's, 
landlord's, warehousemen's 
and carrier's Liens, and other similar Liens; or

(2)  encumber only equipment or other tangible personal property 
and any proceeds thereof (including Liens created by equipment 
leases) and are imposed to secure the payment of the purchase 
price or other direct costs of acquiring the equipment or other 
tangible personal property they encumber;

c)  Liens under workmen's compensation, unemployment insurance, 
social security or similar legislation (other than ERISA);

d)  Liens, deposits or pledges to secure the performance of 
bids, tenders, contracts (other than contracts for the payment 
of money), leases, public or statutory obligations, surety, 
stay, appeal, indemnity, performance or other similar bonds, or 
other similar obligations arising in the ordinary course of 
business;

e)  judgment and other similar Liens arising in connection with 
court proceedings; provided that the execution or other 
enforcement of such Liens is effectively stayed and the claims 
secured thereby are being actively contested in good faith and 
by appropriate proceedings;

f)  easements, rights-of-way, restrictions and other similar 
encumbrances which, in the aggregate, do not materially 
interfere with the occupation, use and enjoyment by Tenant or 
any such Subsidiary of the property or assets encumbered thereby 
in the normal course of its business or materially impair the 
value of the property subject thereto;

g)  Liens securing obligations of such a Subsidiary to Tenant or 
to another such Subsidiary;

h)  Liens incurred after the date of this Lease given to secure 
the payment of the purchase price or other direct costs incurred 
in connection with the acquisition, construction, improvement or 
rehabilitation of assets, including Liens existing on such 
assets at the time of acquisition thereof or at the time of 
acquisition by Tenant or a Subsidiary of any business entity 
(including a Subsidiary) then owning such assets, whether or not 
such existing Liens were given to secure the payment of 
the purchase price of the assets to which they attach, provided 
that (i) except in the case of Liens existing on assets at the 
time of acquisition of a Subsidiary then owning such assets, the 
Lien shall be created within six (6) months of the later of the 
acquisition of, or the completion of the construction or 
improvement in respect of, such assets and shall attach solely 
to such assets, and (ii) except in the case of Liens existing on 
assets at the time of acquisition of a Subsidiary then owning 
such assets, at the time such Liens are imposed, the aggregate 
amount remaining unpaid on all Debt secured by Liens on such 
assets whether or not assumed by Tenant or a Subsidiary shall 
not exceed an amount equal to seventy-five percent (75%) of the lesser of 
the total purchase price or fair market value, at the time such 
Debt is incurred, of such assets;

i)  existing mortgages and deeds of trust as of the date of this 
Lease;

j)  Liens created by the Lease Agreement dated as of July 14, 
1994 between Landlord and Tenant, evidenced by a short form 
dated July 15, 1994, recorded in Book N520, Page 1474 of the 
Official Records of Santa Clara County, California, or by the 
other agreements executed in connection therewith (including the 
Pledge Agreement and Custodial Agreement referenced therein);

k)  Liens created by the Lease Agreement dated as of October 4, 
1996 between Landlord and Tenant, evidenced by a short form 
dated October 4, 1996, recorded in Series Number 13473188 of the 
Official Records of Santa Clara County, California, or by the 
other agreements executed in connection therewith (including the 
Pledge Agreement referenced therein);

l)  Liens created by any real property lease, or related 
documents (including a separate purchase agreement), executed 
after the date hereof that requires Tenant or its Subsidiaries 
to purchase or cause another to purchase any interest in the 
property covered thereby and thus guarantee a 
minimum residual value of the property to the landlord; 
provided, that the value of all such leases (other than this 
lease and the lease referenced in the preceding clause) shall 
not exceed an aggregate, cumulative amount of $250,100,000 (for 
purposes of this clause, the "value" of a lease means the 
amount, determined as of the date the lease became effective, 
equal to the greater of (1) the present value of rentals and 
other minimum lease payments required in connection with such 
lease [calculated in accordance with FASB Statement 13 and other 
GAAP relevant to the determination of the whether such lease 
must be accounted for as capital leases] or (2) the fair value 
of the property covered thereby);

m)  Liens imposed to secure Debt incurred to finance the 
acquisition of property which has been leased or sold by Tenant 
or one of its Subsidiaries to another Person (other than Tenant 
or a Subsidiary of Tenant) pursuant to a lease or sales 
agreement providing for payments sufficient to 
pay such Debt in full, provided such Debt is not a general 
obligation of Tenant or its Subsidiaries, but rather is payable 
only from the rentals or other sums payable under the lease or 
sales agreement or from the property sold or leased thereunder;

n)  Liens not otherwise permitted by this subsection 8.(ad)(i) 
(and not encumbering the Leased Property or any Collateral) 
which secure the payment of Debt, provided that (i) at no time 
does the sum of the aggregate amount of all outstanding Debt 
secured by such Liens exceed $50,000,000, 
and (i) such Liens do not constitute Liens against Tenant's 
interest in any material Subsidiary or blanket Liens against all 
or substantially all of the inventory, receivables, general 
intangibles or equipment of Tenant or of any material Subsidiary 
of Tenant (for purposes of this clause, a "material Subsidiary" 
means any subsidiary whose assets represent a substantial part 
of the total assets of Tenant and its Subsidiaries, determined 
on a consolidated basis in accordance with GAAP); and

o)  Liens incurred in connection with any renewals, extensions 
or refundings of any Debt secured by Liens described in the 
other clauses of this subsection 8.(ad)(i), provided that there 
is no increase in the aggregate principal amount of Debt secured 
thereby from that which was outstanding as of the date of such renewal,
extension or refunding and no additional property is encumbered.
(ii)  Transactions with Affiliates.  Enter into any transactions 
that individually or in the aggregate are material to Tenant 
(including, without limitation, the purchase, sale or exchange 
of property or the rendering of any service) with any 
Affiliates, except upon fair and reasonable terms no less 
favorable to Tenant than would be obtained in a comparable arm's 
length transaction with a Person not an Affiliate.
(iii)  Mergers; Sales of Assets.  

a)      Except to the extent permitted by the last sentence of 
this subparagraph 8.(ad), liquidate or dissolve, or merge, 
consolidate with or into, or convey, transfer, lease, or 
otherwise dispose of (whether in one transaction or in a series 
of transactions) all or substantially all of its assets (whether 
now owned or hereafter acquired), to any Person, or enter into 
any joint venture, partnership or other combination which involves the
investment, sale, lease, loan, or other disposition of the business or all 
of the assets of Tenant and its Subsidiaries or so much thereof 
as, in the reasonable opinion of Landlord, constitutes a 
substantial portion of such business or assets.

b)      Except to the extent permitted 
by the last sentence of this subparagraph 8.(ad), acquire the 
assets or business of any Person, other than in the ordinary 
course of Tenant's business as presently conducted.

(iv)  Sale of Receivables.  Sell for less than the full face 
value of, or otherwise sell for consideration other than cash, 
any of its notes or accounts receivable.  However, this 
subparagraph (iv) shall not prohibit: a) a sale of receivables 
for cash at a discount which is less than fifteen percent (15%) 
of the face value of all receivables then outstanding on the 
books of Tenant and its consolidated Subsidiaries, if such sale 
and all other discounted sales of receivables permitted by this 
clause a) during the same fiscal year of Tenant do 
not affect more than fifteen percent (15%) of the individual 
accounts (excluding intercompany accounts) comprising the 
receivables of Tenant and its Subsidiaries; b) any license or 
sale of products or services in the ordinary course of business 
where payment for such transactions is made by credit card, 
provided that the fees and discounts incurred by the Tenant or 
the Subsidiary in connection therewith shall not exceed the 
normal and customary fees and discounts incurred for general 
credit card transactions through major credit card issuers; or 

c) the delivery and endorsement to banks in the ordinary course 
of business by Tenant or any of its Subsidiaries of promissory 
notes received in payment of trade receivables, where delivery 
and endorsement are made prior to the date of maturity of such 
promissory notes, and the retention by such banks of normal and 
customary fees and discounts therefor, provided such practice is 
usual and customary in the country where such activity occurs.

(v)  Change of Business.  Permit any significant change in the 
nature of the business of Tenant and its Subsidiaries, taken as 
whole, from that presently conducted.

Notwithstanding any contrary provisions of subparagraph 
8.(ad)(iii), Tenant may engage in any of the following 
transactions, provided that immediately prior to and immediately 
after giving effect thereto, no Default or Event of Default 
exists or would exist:
(i) merge with another entity if Tenant is the 
corporation surviving the merger; 
(ii) enter into joint ventures; 
(iii) acquire the assets or business of another 
Person; or
(iv)    liquidate or dissolve Subsidiaries to 
the extent that such liquidations and dissolutions would not, in 
the aggregate, result in a material adverse effect on the 
properties, assets, operations or businesses of Tenant and its 
Subsidiaries, taken as a whole. 

(ee)    ERISA.  

(i)  Each Plan is in compliance in all material respects with, 
and has been administered in all material respects in compliance 
with, the applicable provisions of ERISA, the Code and any other 
applicable Federal or state law, and as of the date hereof no event or 
condition is occurring or exists which would require a notice 
from Tenant under clause 8.(ae)(ii).

(ii)  Tenant shall provide a notice to Landlord as soon as 
possible after, and in any event within ten (10) days after 
Tenant becomes aware that, any of the following has occurred, 
with respect to which the potential aggregate liability to 
Tenant relating thereto is $2,000,000 or more, and such notice 
shall include a statement signed by a senior financial officer 
of Tenant setting forth details of the following and the 
response, if any, which Tenant or its ERISA Affiliate proposes 
to take with respect thereto (and a copy of any report or notice 
required to be filed with or given to Pension Benefit Guaranty 
Corporation by Tenant 
or an ERISA Affiliate with respect to any of the following or 
the events or conditions leading up it): (A) the assertion, to 
secure any Unfunded Benefit Liabilities, of any Lien against the 
assets of Tenant, against the assets of any Plan of Tenant or 
any ERISA Affiliate of Tenant or against any interest of 
Landlord or Tenant in the Leased Property or the Collateral 
covered by the Pledge Agreement, or (B) the taking of any action 
by the Pension Benefit Guaranty Corporation or any other 
governmental authority action against Tenant to terminate any 
Plan of Tenant or any ERISA Affiliate of Tenant or to cause the 
appointment of a trustee or receiver to administer any such 
Plan.

10.     Representations, Warranties and Covenants of Landlord.  
Landlord represents, warrants and covenants as follows:

(a)     Title Claims By, Through or Under Landlord.  Except by a 
Permitted Transfer, Landlord shall not assign, transfer, 
mortgage, pledge, encumber or hypothecate this Lease or any 
interest of Landlord in and to the Leased Property during the 
Term without the prior written consent of Tenant.  Landlord 
further agrees that 
if any encumbrance or title defect affecting the Leased Property 
is lawfully claimed through or under Landlord, including any 
judgment lien lawfully filed against Landlord, Landlord will at 
its own cost and expense remove any such encumbrance and cure 
any such defect; provided, however, Landlord shall not be 
responsible for (i) any Permitted Encumbrances (regardless of 
whether claimed through or under Landlord) or any other 
encumbrances not lawfully claimed through or under Landlord, 
(ii) any encumbrances or title defects claimed by, through or 
under Tenant, ABN AMRO Bank N.V. or any other Participant (other 
than Landlord's Parent) 
which Tenant shall have approved, or (iii) any encumbrance or 
title defect arising because of Landlord's compliance with 
subparagraph 9.(b) or any request made by Tenant.

(b)     Actions Required of the Title Holder.  So long as no 
Event of Default shall have occurred and be 
continuing, Landlord shall take any and all action required of 
Landlord by the Permitted Encumbrances or otherwise required of 
Landlord by Applicable Laws or reasonably requested by Tenant 
(including granting any utility easements required in connection 
with construction of Improvements); provided that (i) actions 
Tenant may require of Landlord under this subparagraph shall be 
limited to actions that can only be taken by Landlord as the 
owner of the Leased Property, as opposed to any action that can 
be taken by Tenant or any third party (and the payment of any 
monetary obligation shall not be an action required of Landlord 
under this subparagraph unless Landlord shall first have 
received funds from Tenant, in excess of any other amounts due 
from Tenant hereunder, sufficient to pay such monetary 
obligations), (ii) Tenant requests the action to be taken by 
Landlord (which request must be specific and in writing, if 
required by Landlord at the time the request is made) and (iii) 
the action to be taken will not constitute a violation of any 
Applicable Laws or compromise or constitute a waiver of 
Landlord's rights hereunder or under the Purchase Agreement, the 
Pledge Agreement or Environmental Indemnity or otherwise be 
reasonably objectionable to Landlord.
	So long as no Event of Default shall have 
occurred and be continuing, Tenant shall have the option from 
time to time during the Term to purchase one or more undeveloped 
portions of the Real Property, consisting of one or more tracts 
or lots of the Land which can be sold under Applicable Laws 
separate and apart from the rest of the Land (each, a "Parcel"), for an 
amount equal to the Release Price (as defined below) with 
respect thereto.  Tenant may exercise such option by delivering 
to Landlord not less than ninety (90) days prior written notice, 
which written notice shall describe the Parcel or Parcels to be 
purchased, the date such Parcels are to be conveyed by Landlord 
and an estimate by Tenant of the Release Price to be paid by 
Tenant.  
In each case Landlord's obligation to convey such Parcels to 
Tenant shall be subject to Tenant's satisfaction of each of the 
following conditions:

a)      Landlord and Tenant shall have agreed upon, entered into 
and recorded such reciprocal easements 
relating to the Land and the Parcel to be so sold as they shall 
deem necessary or reasonably required to preserve usefulness of 
the Parcels and the remaining Land after the conveyance;

b)      Tenant shall have paid to Landlord the Release Price for 
such Parcels; and

c)      Tenant shall have reimbursed Landlord for, and Landlord 
shall have received, any new appraisal that 
Landlord believes it should obtain in connection with the sale 
to satisfy regulatory requirements applicable to Landlord, 
Landlord's Parent or the Participants.

d)      In addition to the Release Price, Tenant shall have paid 
all costs and expenses necessary to consummate 
the sale, including all legal fees of Landlord.
Upon Tenant's satisfaction of each of the foregoing conditions, 
Landlord shall convey such Parcel or Parcels to Tenant pursuant 
to a quitclaim transfer of all of Landlord's right, title and 
interest therein on as "as is, where is, with all faults" basis 
free and clear of encumbrances which are claimed by Landlord or 
lawfully claimed through or under Landlord and which are not 
claimed by, through or under Tenant, but otherwise without 
recourse, representation or warranty of any kind.
	As used in this subparagraph 9.(b), the "Release 
Price" with respect to any Parcel or Parcels means the higher of 
(1) $49,500,000 times a fraction, the numerator of which is the 
square footage of such Parcel or Parcels, and the denominator of 
which is the total square footage of all Land described in 
Exhibit A, and (2) the sales price that Landlord must receive for the
Parcel or Parcels if, following the Landlord's sale of thereof 
and application of the net sales proceeds paid to Landlord as a 
Qualified Payment, the remaining Leased Property is to have a Remaining
Value (as defined below) of no less than sixty percent (60%) of
Stipulated Loss Value.
	As used in this subparagraph 9.(b), "Remaining 
Value" means the market value of the Leased Property that 
Landlord will retain, taking into account any loss of 
visibility, accessibility or development potential that may 
result from Landlord's compliance with this subparagraph.   
Remaining Value will be determined in accordance with the 
following procedure, unless Landlord and Tenant otherwise agree 
in a particular case:
	
	(A)     Landlord and Tenant shall each, within ten (10) 
days after written notice from either to 
the other, select an appraiser.  If either Landlord or Tenant 
fails to select an appraiser within the required period, then 
the appraiser who has been timely selected shall conclusively 
determine the Remaining Value in accordance with this clause 
subparagraph within forty-five (45) days after his 
or her selection.


	
	(B)     Upon the selection of the two appraisers as 
provided above, such appraisers shall 
proceed to determine the Remaining Value of the Leased Property 
that Landlord will retain after any sale required by this 
subparagraph.  Such appraisals shall be submitted in writing no 
later than forty-five (45) days after selection of the second 
appraiser.  If the Remaining Value as determined by such 
appraisers is identical, such sum they determine shall be the 
Remaining Value.  In the event the lower appraisal is not lower 
than five percent (5%) below the higher appraisal, then 
Remaining Value shall be the sum of the two appraisal figures 
divided by two (2).  If either appraiser fails to timely submit 
his or her appraisal, the timely submitted appraisal shall be 
determinative of Remaining Value.
	
	(C)     In the event the lower appraisal is lower than 
five percent (5%) below the higher 
appraisal figure, then the two appraisers previously selected 
shall select a third appraiser.  The name of such appraiser 
shall be submitted at the same time the written appraisals are 
due.  Such third appraiser shall then review the previously submitted 
appraisals and select the one that, in his professional opinion, 
more closely reflects the market value of the Leased Property 
that Landlord will retain, such selection to be submitted in writing no
later than ten (10) days after selection of the third appraiser.  Such 
selection shall be determinative of Remaining Value.
	
	(D)     In making any such determination of Remaining 
Value, the appraisers shall assume that 
any improvements then located on the Leased Property (or 
applicable portion thereof) or under construction constitute the 
highest and best use, that Tenant will promptly complete all 
construction which this Lease obligates Tenant to complete and 
that neither this Lease nor the Purchase Agreement add any value to the
Leased Property.  Each appraiser selected hereunder shall be an independent
MAI-designated appraiser with not less than ten (10) years' experience in 
commercial real estate appraisal in Santa Clara County, 
California and surrounding areas.
	Any Losses (including appraisal fees) incurred 
by Landlord because of any action taken pursuant to this 
subparagraph 9.(b) shall be covered by the indemnification set 
forth in subparagraph 8.(y).  Further, for purposes of such 
indemnification, any action taken by Landlord will be deemed to 
have been made at the request of Tenant if made pursuant to any 
request of Tenant's counsel or of any officer of Tenant (or 
with their knowledge, and without their objection) in connection 
with the closing under the Existing Contract or the closing of 
any sale of a Parcel by Landlord pursuant to the foregoing 
provisions.

(c)     No Default or Violation.  The execution, delivery and 
performance of this Lease do not contravene, 
result in a breach of or constitute a default under any material 
contract or agreement to which Landlord is a party or by which 
Landlord is bound and do not, to the knowledge of Landlord, 
violate or contravene any law, order, decree, rule or regulation 
to which Landlord is subject.

(d)     No Suits.  To Landlord's knowledge there are no judicial 
or administrative actions, suits or proceedings 
involving the validity, enforceability or priority of this 
Lease, and to Landlord's knowledge no such suits or proceedings 
are threatened.

(e)     Organization.  Landlord is duly incorporated and legally 
existing under the laws of Delaware and is or, 
if necessary, will become duly qualified to do business in the 
State of California.  Landlord has or will obtain, at Tenant's 
expense pursuant to the other provisions of this Lease, all 
requisite power and all material governmental certificates of 
authority, licenses, permits, qualifications and other 
documentation necessary to own and lease the Leased Property and 
to perform its obligations under this Lease.

(f)     Enforceability.  The execution, delivery and performance 
of this Lease, the Purchase Agreement and 
the Pledge Agreement by Landlord are duly authorized, are not in 
contravention of or conflict with any term or provision of 
Landlord's articles of incorporation or bylaws and do not, to 
Landlord's knowledge, require the consent or approval of any 
governmental body or other regulatory authority that has not 
heretofore been obtained or conflict with any Applicable Laws.  
This Lease, the Purchase Agreement and the Pledge 
Agreement are valid, binding and legally enforceable obligations 
of Landlord except as such enforcement is affected by 
bankruptcy, insolvency and similar laws affecting the rights of 
creditors, generally, and equitable principles of general 
application; provided, Landlord makes no representation or 
warranty that conditions imposed by any state or local 
Applicable Laws to the purchase, ownership, lease or operation 
of the Leased Property have been satisfied.

(g)     Existence.  Landlord will continuously maintain its 
existence and, after qualifying to do business in the 
State of California if Landlord has not already done so, 
Landlord will continuously maintain its right to do business in 
that state to the extent necessary for the performance of 
Landlord's obligations hereunder.

(h)     Not a Foreign Person. Landlord is not a "foreign person" 
within the meaning of the Sections 1445 and 
7701 of the Code (i.e., Landlord is not a non-resident alien, 
foreign corporation, foreign partnership, foreign trust or 
foreign estate as those terms are defined in the Code and 
regulations promulgated thereunder), and 
Landlord is not subject to withholding under California Revenue 
and Taxation Code Sections 18805, 18815, 
and 26131.

11.     Assignment and Subletting.

(a)     Consent Required.  During the term of this Lease, 
without the prior written consent of Landlord first had and 
received, Tenant shall not assign, transfer, mortgage, pledge or 
hypothecate this Lease or any interest of Tenant hereunder and 
shall not sublet all or any part of the Leased Property, by 
operation of law or otherwise; provided, that, so long as no 
Event of Default has occurred and is continuing, Tenant shall be 
entitled without the consent of Landlord to sublet all or any 
portion of the space in any then completed Improvements if:
	(i)     any sublease by Tenant is made 
expressly subject and subordinate to the terms hereof;
	(ii)    no sublease has a term longer 
than the remainder of the then effective term of this Lease;
	(iii)   the use permitted by such 
sublease is expressly limited to general office use or other 
uses approved in advance by Landlord as uses that will not 
present extraordinary risks of uninsured environmental or other 
liability; and
	(iv)    no more than forty-five percent 
of the space in any completed Improvements shall be subleased 
without Landlord's prior consent to any Person that is neither 
(A) an Affiliate of Tenant nor (B) the operator of a business in 
the subleased space that is related to the operation of Tenant's 
own business (such as another venturer in a joint venture with 
Tenant).

(b)     Standard for Landlord's Consent to Assignments and 
Certain Other Matters.  Consents and approvals 
of Landlord which are required by this Paragraph 10 will not be 
unreasonably withheld, but Tenant 
acknowledges that Landlord's withholding of such consent or 
approval shall be reasonable if Landlord determines in good 
faith that (1) giving the approval may increase Landlord's risk 
of liability for any existing or future environmental problem, 
(2) giving the approval is likely to substantially increase 
Landlord's administrative burden of complying with or monitoring 
Tenant's compliance with the requirements of this 
Lease, or (3) any transaction for which Tenant has requested the 
consent or approval would negate Tenant's representations in 
this Lease regarding ERISA or cause this Lease or the other 
documents referenced herein to constitute a violation of any 
provision of ERISA.

(c)     Consent Not a Waiver.  No consent by Landlord to a sale, 
assignment, transfer, mortgage, pledge or hypothecation of this 
Lease or Tenant's interest hereunder, and no assignment or 
subletting of the Leased Property or any part thereof in 
accordance with this Lease or otherwise with Landlord's consent, 
shall release Tenant from liability hereunder; and any such 
consent shall apply only to the specific transaction thereby 
authorized and shall not relieve Tenant from any requirement of 
obtaining the prior written consent of Landlord to any further 
sale, assignment, transfer, mortgage, pledge or hypothecation of 
this Lease or any interest of Tenant hereunder. 

(d)     Landlord's Assignment.  Landlord shall have the right to 
transfer, assign and convey, in whole or in part, the Leased 
Property and any and all of its rights under this Lease by any 
conveyance that constitutes a Permitted Transfer.  (However, any 
Permitted Transfer shall be subject to all of the provisions of 
each and every agreement concerning the Leased Property then 
existing between Landlord and Tenant, including without 
limitation this Lease and the Purchase Agreement.)  If Landlord 
sells or otherwise transfers the Leased Property and assigns its 
rights under this Lease, the Purchase Agreement and the Pledge 
Agreement pursuant to 
a Permitted Transfer, then to the extent Landlord's successor in 
interest confirms its liability for the obligations imposed upon 
Landlord by this Lease, the Purchase Agreement and the Pledge 
Agreement on and subject to the 
express terms and conditions set out herein and therein, the 
original Landlord shall thereby be released from any obligations 
thereafter arising under this Lease, the Purchase Agreement and 
the Pledge Agreement, and Tenant will look solely to each 
successor in interest of Landlord for performance of such 
obligations.  However, notwithstanding anything to the contrary 
herein contained, if withholding taxes are imposed on the rents 
and other amounts payable to Landlord hereunder because of 
Landlord's assignment of this Lease to any 
citizen of, or any corporation or other entity formed under the 
laws of, a country other than the United States, Tenant shall 
not be required to compensate such assignee for the withholding 
tax.  Further, during the Term and so long as no Event of 
Default has occurred and is continuing, Landlord shall not 
decrease the percentage 
of Base Rent it (and/or its Affiliates) is entitled to receive 
and retain under the Participation Agreement below ten percent 
(10%) without Tenant's consent, which consent will not be 
unreasonably withheld.

12.     Environmental Indemnification.

(a)     Indemnity.  Tenant hereby agrees to assume liability for 
and to pay, indemnify, defend, and hold 
harmless each and every Indemnified Party from and against any 
and all Environmental Losses, subject only to the provisions of 
subparagraph 11.(c) below. 

(b)     Assumption of Defense.
(i)     If an Indemnified Party notifies Tenant of any claim, 
demand, action, administrative or legal 
proceeding, investigation or allegation as to which the 
indemnity provided for in this Paragraph 11 applies, Tenant 
shall assume on behalf of the Indemnified Party and conduct with 
due diligence and in good faith the investigation and defense 
thereof and the response thereto with counsel selected by Tenant 
but reasonably satisfactory to the Indemnified Party; provided, that 
the Indemnified Party shall have the right to be represented by 
advisory counsel of its own selection and at its own expense; 
and provided further, that if any such claim, demand, action, 
proceeding, investigation or allegation involves both Tenant and 
the Indemnified Party and the Indemnified Party shall have been 
advised in writing by counsel that there may 
be legal defenses available to it which are inconsistent with 
those available to Tenant, then the Indemnified Party shall have 
the right to select separate counsel to participate in the 
investigation and defense of and response to such claim, demand, 
action, proceeding, investigation or allegation on its own 
behalf, and Tenant shall pay or reimburse the Indemnified Party 
for all Attorney's Fees incurred by the Indemnified Party 
because of the selection of such separate counsel.
(ii)    If any claim, demand, action, proceeding, investigation 
or allegation arises as to which the indemnity 
provided for in this Paragraph 11 applies, and Tenant fails to 
assume promptly (and in any event within fifteen (15) days after 
being notified of the claim, demand, action, proceeding, 
investigation or allegation) the defense of the Indemnified 
Party, then the Indemnified Party may contest (or settle, with 
the prior written consent of Tenant, which consent will not be 
unreasonably withheld) the claim, demand, action, proceeding, 
investigation or allegation at Tenant's expense using counsel 
selected by the Indemnified Party; provided, that if any such 
failure by Tenant continues for thirty (30) days or more after 
Tenant is notified thereof, no such contest need be made by the 
Indemnified Party and settlement or full payment of any claim 
may be made by the Indemnified Party without Tenant's consent 
and without releasing Tenant from any obligations to the 
Indemnified Party under this Paragraph 11 so long as, in the 
written opinion of reputable counsel to the Indemnified Party, 
the settlement or payment in full is clearly advisable.

(c)     Notice of Environmental Losses.  If an Indemnified Party 
receives a written notice of Environmental 
Losses that such Indemnified Party believes are covered by this 
Paragraph 11, then such Indemnified Party will be expected to 
promptly furnish a copy of such notice to Tenant.  The failure 
to so provide a copy of the notice to Tenant shall not excuse 
Tenant from its obligations under this Paragraph 11; provided, 
that if Tenant is unaware of the matters described in the notice 
and such failure renders unavailable defenses that Tenant might 
otherwise assert, or precludes actions that Tenant might 
otherwise take, to minimize its obligations hereunder, then 
Tenant shall be excused from its obligation to indemnify such 
Indemnified Party (and any Affiliate of such Indemnified Party) 
against Environmental Losses, if any, which would not have been 
incurred but for such failure.  For example, if Landlord fails 
to provide Tenant with a copy of a notice of an obligation 
covered by the indemnity set out in subparagraph 11.(a) and 
Tenant is not otherwise already aware of such obligation, and if 
as a result of such failure Landlord becomes liable for 
penalties and interest covered by the indemnity in excess of the 
penalties and interest that would have accrued if Tenant had 
been promptly provided with a copy of the notice, then Tenant 
will be excused from any obligation to Landlord (or any 
Affiliate of Landlord) to pay the excess.

(d)     Rights Cumulative.  The rights of each Indemnified Party 
under this Paragraph 11 shall be in addition 
to any other rights and remedies of such Indemnified Party 
against Tenant under the other provisions of this Lease or under 
any other document or instrument now or hereafter executed by 
Tenant, or at law or in equity (including, without limitation, 
any right of reimbursement or contribution pursuant to CERCLA).

(e)     Survival of the Indemnity.  Tenant's obligations under 
this Paragraph 11 shall survive the termination 
or expiration of this Lease.  All obligations of Tenant under 
this Paragraph 11 shall be payable upon demand, and any amount 
due upon demand to any Indemnified Party by Tenant which is not 
paid shall bear interest 
from the date of such demand at a floating interest rate equal 
to the Default Rate, but in no event in excess of the maximum 
rate permitted by law.

13.     Landlord's Right of Access.

(a)  Landlord and Landlord's representatives may enter the 
Leased Property, after five (5) Business Days advance written 
notice to Tenant (except in the event of an emergency, when no 
advance notice will be required), for the purpose of making 
inspections or performing any work Landlord is authorized to 
undertake 
by the next subparagraph.  So long as Tenant remains in 
possession of the Leased Property, Landlord or Landlord's 
representative will, before making any such inspection or 
performing any such work on the Leased Property, if then 
requested to do so by Tenant to maintain Tenant's security: (i) 
sign in at Tenant's security or 
information desk if Tenant has such a desk on the premises, (ii) 
wear a visitor's badge or other reasonable identification 
provided by Tenant when Landlord or Landlord's representative 
first arrives at the Leased Property, (iii) permit an employee 
of Tenant to observe such inspection or work, and (iv) comply 
with other similar reasonable nondiscriminatory security 
requirements of Tenant that do not, individually or in the 
aggregate, interfere with or delay inspections or work of 
Landlord authorized by this Lease.

(b)  If Tenant fails to perform any act or to take any action 
which hereunder Tenant is required to perform or take, or to pay 
any money which hereunder Tenant is required to pay, and if such 
failure or action constitutes an Event of Default or renders 
Landlord or any director, officer, employee or Affiliate of 
Landlord at risk of criminal prosecution or renders Landlord's 
interest in the Leased Property or any part thereof at risk of 
forfeiture by forced sale or otherwise, then in addition to any 
other remedies specified herein or otherwise available, Landlord 
may, in Tenant's name or in Landlord's own name, perform or 
cause to be performed such act or take such action or pay such 
money.  Any expenses so incurred by Landlord, and any money so 
paid by Landlord, shall be a demand obligation owing by Tenant 
to Landlord.  Further, Landlord, upon making such payment, shall 
be subrogated to all of the rights of the person, corporation or 
body politic receiving such payment.  But nothing herein shall 
imply any duty upon the part of Landlord to do any work which 
under any provision of this Lease Tenant may be required to 
perform, and the performance thereof by Landlord shall not 
constitute a waiver of Tenant's default.  Landlord may during 
the progress of any such work permitted by Landlord hereunder on 
or in the Leased Property keep and store upon the Leased 
Property all necessary materials, tools, and equipment.  
Landlord shall not in any event be liable for inconvenience, 
annoyance, disturbance, loss of business, or other damage to 
Tenant or the subtenants of Tenant by reason of making such 
repairs or the performance of any such work on or in the Leased 
Property, or on account of bringing materials, supplies and 
equipment into or through the Leased Property during the course 
of such work (except for liability in connection with death or 
injury or damage to the property of third parties caused by the 
Active Negligence, gross negligence or wilful misconduct of 
Landlord or its officers, employees, or agents in connection 
therewith), and the obligations of Tenant under this Lease shall 
not thereby be affected in any manner.

14.     Events of Default.

(a)     Definition of Event of Default.  Each of the following 
events shall be deemed to be an "Event of Default" by Tenant 
under this Lease:
(i)  Tenant shall fail to pay when due any installment of Rent 
due hereunder and such failure shall continue for three (3) 
Business Days after Tenant is notified thereof.
(ii)  Tenant shall fail to cause any representation or warranty 
of Tenant contained herein that is false or misleading in any 
material respect when made to be made true and not misleading 
(other than as described 
in the other clauses of this subparagraph 13.(a)), or Tenant 
shall fail to comply with any term, provision or covenant of 
this Lease (other than as described in the other clauses of this 
subparagraph 13.(a)), and in either case shall not cure such 
failure prior to the earlier of (A) thirty (30) days after 
written notice thereof is sent to Tenant or (B) the date any 
writ or order is issued for the levy or sale of any property 
owned by Landlord (including the Leased Property) or any 
criminal action is instituted against Landlord or any of its 
directors, officers or employees because of such failure; 
provided, however, that so long as no such writ or order is 
issued and no such criminal action is instituted, if such 
failure is susceptible of cure but cannot with reasonable 
diligence be cured within such thirty day period, and if Tenant 
shall promptly have commenced 
to cure the same and shall thereafter prosecute the curing 
thereof with reasonable diligence, the period within which such 
failure may be cured shall be extended for such further period 
(not to exceed an additional sixty (60) days) as shall be 
necessary for the curing thereof with reasonable diligence.
(iii)  Tenant shall fail to comply with any term, provision or 
condition of the Purchase Agreement or the Pledge Agreement and, 
if the Purchase Agreement or Pledge Agreement expressly provides 
a time within which Tenant may cure such failure, Tenant shall 
not cure the failure within such time.
(iv)  Tenant shall abandon the Leased Property. 
(v)  Tenant shall fail to make any payment or payments of 
principal, premium or interest, on any Debt of Tenant described 
in the next sentence when due (taking into consideration the 
time Tenant may have to cure such failure, if any, under the 
documents governing such Debt).  As used in this clause 
13.(a)(v), "Debt" shall mean only a Debt of Tenant now existing 
or arising in the future, (A) payable to Landlord or any 
Participant or any Affiliate of Landlord or any Participant, the 
outstanding balance of which has become due by reason of 
acceleration or maturity, or (B) payable to any Person, with 
respect to which $5,000,000 or more is actually due and payable 
because of acceleration or otherwise.
(vi)  Tenant or any of its Subsidiaries shall generally not pay 
its debts as such debts become due, or shall admit in writing 
its inability to pay its debts generally, or shall make a 
general assignment for the benefit of creditors; or any 
proceeding shall be instituted by or against Tenant or any of 
its Subsidiaries seeking to 
adjudicate it a bankrupt or insolvent, or seeking liquidation, 
winding up, reorganization, arrangement, adjustment, protection, 
relief, or composition of it or its debts under any law relating 
to bankruptcy, insolvency or reorganization or relief of 
debtors, or seeking the entry of an order for relief or the 
appointment of a receiver, trustee, custodian or other similar 
official for it or for any substantial part of its property and, 
in the case of any such proceeding instituted against it (but 
not instituted by it), either such proceeding shall remain 
undismissed or unstayed for a period of thirty (30) consecutive 
days, or any of the actions sought in such proceeding 
(including, without limitation, the entry of an order for relief 
against, or 
the appointment of a receiver, trustee, custodian or other 
similar official for, it or for any substantial part of its 
property) shall occur; or Tenant or any of its Subsidiaries 
shall take any corporate action to authorize 
any of the actions set forth above in this clause (vi).
(vii)  Any order, judgment or decree is entered in any 
proceedings against Tenant or any Subsidiary 
decreeing the dissolution of Tenant or such Subsidiary and such 
order, judgment or decree remains unstayed and in effect for 
more than sixty (60) days.
(viii)  Any order, judgment or decree is entered in any 
proceedings against Tenant or any Subsidiary decreeing a split-
up of Tenant or such Subsidiary which requires the divestiture 
of assets representing a 
substantial part, or the divestiture of the stock of a 
Subsidiary whose assets represent a substantial part, of the 
consolidated assets of Tenant and its Subsidiaries (determined 
in accordance with GAAP) or which 
requires the divestiture of assets, or stock of a Subsidiary, 
which shall have contributed a substantial part of the 
consolidated net income of Tenant and its Subsidiaries 
(determined in accordance with GAAP) for any 
of the three fiscal years then most recently ended, and such 
order, judgment or decree remains unstayed and in effect for 
more than sixty (60) days.
(ix)  A final judgment or order for the payment of money in an 
amount (not covered by insurance) which exceeds $3,000,000 shall 
be rendered against Tenant or any of its Subsidiaries and within 
sixty (60) days after the entry thereof, such judgment or order 
is not discharged or execution thereof stayed pending appeal, or 
within thirty (30) days after the expiration of any such stay, 
such judgment is not discharged.
(x)  Any ERISA Termination Event that Landlord determines might 
constitute grounds for the termination of 
any Plan or for the appointment by the appropriate United States 
district court of a trustee to administer any Plan shall have 
occurred and be continuing thirty (30) days after written notice 
to such effect shall have been given to Tenant by Landlord, or 
any Plan shall be terminated, or a trustee shall be appointed by 
an appropriate United States district court to administer any 
Plan, or the Pension Benefit Guaranty Corporation shall 
institute proceedings to terminate any Plan or to appoint a 
trustee to administer any Plan.
(xi)    A Change of Control Event not approved in advance by 
Landlord shall occur.
(xii)   The subordination provisions of the Indenture (as 
defined in subparagraph 8.(ac)(ii) of this Lease) or any other 
agreement or instrument governing the Subordinated Debt (as 
defined in subparagraph 8.(ac)(ii) 
of this Lease) shall be for any reason revoked or invalidated, 
or otherwise cease to be in full force and effect; or the Tenant 
or any of its Subsidiaries shall contest in any manner the 
validity or enforceability of such subordination provisions or 
shall deny that it has any further liability or obligation 
thereunder; or the obligations of Tenant hereunder or under the 
Purchase Agreement shall be for any reason subordinated to 
such Subordinated Debt or shall not have the priority over such 
Subordinated Debt as contemplated by this Lease or by the 
Indenture or by such subordination provisions.
Notwithstanding the foregoing, any Default that could become an 
Event of Default under clause 13.(a)(ii) may be cured within the 
earlier of the periods described in clauses (A) and (B) thereof 
by Tenant's delivery to Landlord of a written notice irrevocably 
exercising Tenant's option under the Purchase Agreement to 
purchase Landlord's interest in the Leased Property and 
designating as the Designated Sale Date the next following date 
which is a Base Rent Date and which is at least ten (10) days 
after the date of such notice; provided, however, Tenant must, 
as a condition to the effectiveness of its cure, on the date so 
designated as the Designated Sale Date tender to Landlord the 
full purchase price required by the Purchase Agreement and all 
Rent and all other amounts then due or accrued and unpaid 
hereunder (including reimbursement for any costs incurred by 
Landlord in connection with the applicable Default hereunder, 
regardless of whether Landlord shall have been reimbursed for 
such costs in whole or in part by any Participants) and Tenant 
must also furnish written confirmation that all indemnities set 
forth herein (including specifically, but without limitation, 
the general indemnity set forth in subparagraph 8.(y) and the 
environmental indemnity set forth in Paragraph 11 shall survive 
the payment of such amounts by Tenant to Landlord and the 
conveyance of Landlord's interest in the Leased Property to 
Tenant.

(b)     Remedies.  Upon the occurrence of an Event of Default 
which is not cured within any applicable period expressly 
permitted by subparagraph 13.(a), at Landlord's option and 
without limiting Landlord in the exercise of any other right or 
remedy Landlord may have on account of such default, and without 
any further demand or notice except as expressly described in 
this subparagraph 13.(b):
(i)  By notice to Tenant, Landlord may terminate Tenant's right 
to possession of the Leased Property.  A notice given in 
connection with unlawful detainer proceedings specifying a time 
within which to cure a default shall terminate Tenant's right to 
possession if Tenant fails to cure the default within the time 
specified in the notice.
(ii)  Upon termination of Tenant's right to possession and 
without further demand or notice, Landlord may re-enter the 
Leased Property and take possession of all improvements, 
additions, alterations, equipment and fixtures thereon and 
remove any persons in possession thereof.  Any property in the 
Leased Property may be removed and stored in a warehouse or 
elsewhere at the expense and risk of and for the account of 
Tenant.
(iii)  Upon termination of Tenant's right to possession, this 
Lease shall terminate and Landlord may recover from Tenant:

a)      The worth at the time of award of the unpaid Rent which 
had been earned at the time of 
termination;

b)      The worth at the time of award of the amount by which 
the unpaid Rent which would have 


been earned after termination until the time of award exceeds 
the amount of such rental loss that Tenant proves could have 
been reasonably avoided;

c)      The worth at the time of award of the amount by which 
the unpaid Rent for the balance of the 
scheduled Term after the time of award exceeds the amount of 
such rental loss that Tenant proves could be reasonably avoided; 
and

d)      Any other amount necessary to compensate Landlord for 
all the detriment proximately caused 
by Tenant's failure to perform Tenant's obligations under this 
Lease or which in the ordinary course of things would be likely 
to result therefrom, including, but not limited to, the costs 
and expenses (including Attorneys' Fees, advertising costs and 
brokers' commissions) of recovering possession of the Leased 
Property, removing persons or property therefrom, placing the 
Leased Property in good order, condition, and repair, preparing 
and altering the Leased Property for 
reletting, all other costs and expenses of reletting, and any 
loss incurred by Landlord as a result of Tenant's failure to 
perform Tenant's obligations under the Purchase Agreement.
	The "worth at the time of award" of the amounts 
referred to in subparagraph 13.(b)(iii)a) and subparagraph 
13.(b)(iii)b) shall be computed by allowing interest at ten 
percent (10%) per annum or such other rate as may be the maximum 
interest rate then permitted to be 
charged under California law at the time of computation.  The 
"worth at the time of award" of the amount referred to in 
subparagraph 13.(b)(iii)c) 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%).

e)      Such other amounts in addition to or in lieu of the 
foregoing as may be permitted from time to 
time by applicable California law.
(iv)    The Landlord shall have the remedy described in 
California Civil Code Section 1951.4 (lessor may 
continue lease in force even after lessee's breach and 
abandonment and recover rent as it becomes due, if lessee has 
right to sublet or assign, subject only to reasonable 
limitations).  Accordingly, even though Tenant has breached this 
Lease and abandoned the Leased Property, this Lease shall 
continue in effect for so long as Landlord does not terminate 
Tenant's right to possession, and Landlord may enforce all of 
Landlord's rights and remedies under this Lease, including the 
right to recover the Rent as it becomes due under this Lease.  
Tenant's right to possession shall not be deemed to have been 
terminated by Landlord except pursuant to subparagraph 13.(b)(i) 
hereof.  The following shall not constitute a termination of 
Tenant's right to possession:

a)      Acts of maintenance or preservation or efforts to relet 
the Leased Property;

b)      The appointment of a receiver upon the initiative of 
Landlord to protect Landlord's interest 
under this Lease; or

c)      Reasonable withholding of consent to an assignment or 
subletting, or terminating a subletting or 
assignment by Tenant.

(c)     Enforceability.  This Paragraph shall be enforceable to 
the maximum extent not prohibited by 
Applicable Law, and the unenforceability of any provision in 
this Paragraph shall not render any other 
provision unenforceable.

(d)     Remedies Cumulative.  No right or remedy herein 
conferred upon or reserved to Landlord is intended to be 
exclusive of any other right or remedy, and each and every right 
and remedy shall be cumulative and in 
addition to any other right or remedy given hereunder or now or 
hereafter existing under Applicable Law or in equity.  In 
addition to other remedies provided in this Lease, Landlord 
shall be entitled, to the extent permitted by Applicable Law, to 
injunctive relief in case of the violation, or attempted or 
threatened violation, of any of the covenants, agreements, 
conditions or provisions of this Lease to be performed by 
Tenant, or to a decree compelling performance of any of the 
other covenants, agreements, conditions or provisions of this 
Lease to be performed by Tenant, or to any other remedy allowed 
to Landlord under Applicable Law or in equity.  

Nothing contained in this Lease shall limit or prejudice the 
right of Landlord to prove for and obtain in proceedings for 
bankruptcy or insolvency of Tenant by reason of the termination 
of this Lease, an amount equal to the maximum allowed by any 
statute or rule of law in effect at the time when, and governing 
the proceedings in which, the damages are to be proved, whether 
or not the amount be greater, equal to, or less than the amount 
of the loss or damages referred to above.  Without limiting the 
generality of the foregoing, nothing contained herein shall 
modify, limit or impair any of the rights and remedies of 
Landlord under the Purchase Agreement, the Pledge Agreement or 
the Environmental Indemnity.

(e)     Waiver by Tenant.  To the extent permitted by law, 
Tenant hereby waives and surrenders for itself and 
all claiming by, through and under it, including creditors of 
all kinds, (i) any right and privilege which it or any of them 
may have under any present or future constitution, statute or 
rule of law to have a continuance of this Lease for the term 
hereby demised after termination of Tenant's right of occupancy 
by order or judgment of 
any court or by any legal process or writ, or under the terms of 
this Lease, or after the termination of this Lease as herein 
provided, and (ii) the benefits of any present or future 
constitution, or statute or rule of law which exempts property 
from liability for debt or for distress for rent, and (iii) the 
provisions of law relating to notice and/or delay in levy of 
execution in case of eviction of a lessee for nonpayment of 
rent.

(f)     No Implied Waiver.  The failure of Landlord to insist at 
any time upon the strict performance of any covenant or 
agreement or to exercise any option, right, power or remedy 
contained in this Lease shall not be construed as a waiver or a 
relinquishment thereof for the future.  The waiver of or redress 
for any violation by Tenant of any term, covenant, agreement or 
condition contained in this Lease shall not prevent a similar 
subsequent act from constituting a violation.  Any express 
waiver shall affect only the term or condition specified in such 
waiver and only for the time and in the manner specifically 
stated therein.  A receipt by Landlord of any Base Rent or other 
payment hereunder with knowledge of the breach of any covenant 
or agreement contained in this Lease shall not be deemed a waiver 
of such breach, and no waiver by Landlord of any provision of 
this Lease shall be deemed to have been made unless expressed in 
writing and signed by Landlord. 

15.     Default by Landlord.  If Landlord should default in the 
performance of any of its obligations under this 
Lease, Landlord shall have the time reasonably required, but in 
no event less than thirty (30) days, to cure such default after 
receipt of written notice from Tenant specifying such default 
and specifying what action Tenant believes is necessary to cure 
the default.  If Tenant prevails in any litigation brought 
against Landlord because of Landlord's failure to cure a default 
within the time required by the preceding sentence, then Tenant 
shall be entitled to an award against Landlord for the damages 
proximately caused to Tenant by such default.

16.     Quiet Enjoyment.  Provided no Event of Default has 
occurred and is continuing, Landlord shall not during the Term 
disturb Tenant's peaceable and quiet enjoyment of the Leased 
Property; however, such 
enjoyment shall be subject to the terms, provisions, covenants, 
agreements and conditions of this Lease and the Permitted 
Encumbrances and any other claims or encumbrances not lawfully 
made through or under Landlord, 
to which this Lease is subject and subordinate as hereinabove 
set forth.  Any breach by Landlord of the foregoing covenant of 
quiet enjoyment shall, subject to the other provisions of this 
Lease, render Landlord liable to Tenant for any monetary damages 
proximately caused thereby, but as more specifically provided in 
Paragraph 5 above, no such breach shall entitle Tenant to 
terminate this Lease or excuse Tenant from its obligation to pay 
Base Rent and other amounts hereunder.

17.     Surrender Upon Termination.  Unless Tenant or an 
Applicable Purchaser purchases Landlord's entire interest in the 
Leased Property pursuant to the terms of the Purchase Agreement, 
Tenant shall, upon the termination of Tenant's right to 
occupancy, surrender to Landlord the Leased Property, including 
any buildings, alterations, improvements, replacements or 
additions constructed by Tenant, with all fixtures and 
furnishings included in the Leased Property, but not including 
movable furniture and movable personal property not covered by 
this Lease, free of all Hazardous Substances (including 
Permitted Hazardous 
Substances) and tenancies and, to the extent required by 
Landlord, with all Improvements in the same condition as of the 
date hereof, excepting only (i) ordinary wear and tear (provided 
that the Leased Property shall have been maintained as required 
by the other provisions hereof) and (ii) alterations and 
additions which are expressly permitted by the terms of this 
Lease and which have been completed by Tenant in a good and 
workmanlike manner in accordance with all Applicable Laws.  Any 
movable furniture or movable personal 
property belonging to Tenant or any party claiming under Tenant, 
if not removed at the time of such termination and if Landlord 
shall so elect, shall be deemed abandoned and become the 
property of Landlord without any payment or offset therefor.  If 
Landlord shall not so elect, Landlord may remove such property 
from the Leased Property and store it at Tenant's risk and 
expense.  Tenant shall bear the expense of repairing any damage 
to the Leased Property caused by such removal by Landlord or 
Tenant.  

18.     Holding Over by Tenant.  Should Tenant not purchase 
Landlord's right, title and interest in the Leased 
Property as provided in the Purchase Agreement, but nonetheless 
continue to hold the Leased Property after the termination of 
this Lease without Landlord's written consent, whether such 
termination occurs by lapse of time or otherwise, such holding 
over shall constitute and be construed as a tenancy from day to 
day only, at a daily Base Rent equal to: (i) the unpaid Purchase 
Price on the day in question, times (ii) the Holdover Rate (as 
defined below) for such day, divided by (iii) 360; subject, 
however, to all of the terms, provisions, covenants and 
agreements on the part of Tenant hereunder.  No payments of 
money by Tenant to Landlord after the termination of this Lease 
shall reinstate, continue or extend the Term of this Lease and 
no extension of this Lease after the termination thereof shall 
be valid unless and until the same shall be reduced to writing 
and signed by both Landlord and Tenant; provided, however, 
following any breach by Landlord of its obligations 
to tender a deed and other documents on the Designated Sale Date 
as provided in the Purchase Agreement, 
Tenant may at its option continue its possession and use of the 
Leased Property pursuant to this Lease, as if the Term had been 
extended, for a period not to exceed 180 days after the 
Designated Sale Date or such longer 
time as may be proscribed by Applicable Law.
	As used herein, the "Holdover Rate" means:
		(1) for any day prior to the date on which 
Landlord tenders a deed and other documents as required by the 
Purchase Agreement (or is excused from its obligation to tender 
by Tenant's breach or anticipatory repudiation of the Purchase 
Agreement), a rate equal to the Fed Funds Rate on that day plus 
one hundred basis points;
		(2) for any day on which or within ninety days 
after Landlord tenders a deed and other documents as required by 
the Purchase Agreement (or is excused from its obligation to 
tender by Tenant's breach or anticipatory repudiation of the 
Purchase Agreement), the per annum Prime Rate in effect for such 
day; and
		(3) for any day after the ninety days described 
in the preceding clause, a rate which is three percent (3%) 
above the per annum Prime Rate.

19.     Miscellaneous.

(a)     Notices.  Each provision of this Lease, or of any 
Applicable Laws with reference to the sending, 
mailing or delivery of any notice or with reference to the 
making of any payment by Tenant to Landlord, shall be deemed to 
be complied with when and if the following steps are taken:
(i)  All Rent required to be paid by Tenant to Landlord 
hereunder shall be paid to Landlord in immediately available 
funds by wire transfer to:
Federal Reserve Bank of San Francisco

Account: Banque Nationale de Paris
ABA #: 121027234
Reference: 3COM (North First Street Property)
or at such other place and in such other manner as Landlord may 
designate in a notice to Tenant 
(provided Landlord will not unreasonably designate a method of 
payment other than wire transfer).  Time 
is of the essence as to all payments and other obligations of 
Tenant under this Lease.
(ii)  All notices, demands and other communications to be made 
hereunder to the parties hereto shall be in writing (at the 
addresses set forth below, or in the case of communications to 
Participants, at the addresses for notice established by the 
Participation Agreement) and shall be given by any of the 
following means: (A) personal service, with proof of delivery or 
attempted delivery retained; (B) electronic communication, 
whether by telex, telegram or telecopying (if confirmed in 
writing sent by United States first class mail, return receipt 
requested); or (C) registered or certified first class mail, 
return receipt requested.  Such addresses may be changed by 
notice to the other parties given in the same manner as provided 
above.  Any notice or other communication sent pursuant to 
clause (A) or (C) hereof shall be deemed received (whether or 
not actually received) upon first attempted delivery at the 
proper notice address on any Business Day between 9:00 A.M. and 
5:00 P.M., and any notice or other communication sent pursuant 
to clause (B) 
hereof shall be deemed received upon dispatch by electronic 
means.

Address of Landlord:
BNP Leasing Corporation
717 North Harwood Street
Suite 2630
Dallas, Texas 75201
Attention: Lloyd Cox
Telecopy: (214) 969-0060
With a copy to:

Banque Nationale de Paris, San 
Francisco 180 Montgomery Street
San Francisco, California 94104 
Attention: Jennifer Cho or Will 
La Herran Telecopy: (415) 296-
8954

And with a copy to:
Clint Shouse
Thompson & Knight, P.C.
1700 Pacific Avenue
Suite 3300
Dallas, Texas 75201
Telecopy: (214) 969-1550
Address of Tenant:

3Com Corporation 
5400 Bayfront Plaza 
Santa Clara, California  95052 
Attn: Legal Dept. 
Telecopy: (408) 764-6434

With copies to:
3Com Corporation 
5400 Bayfront Plaza 
Santa Clara, California  95052 
Attn: Real Estate Dept. 
Telecopy: (408) 764-5718; and
3Com Corporation 
5400 Bayfront Plaza 
Santa Clara, California  95052 
Attn: Treasury Dept. 
Telecopy: (408) 764-8403; and
Gray Cary Ware & Freidenrich 
400 Hamilton Avenue 
Palo Alto, California  94301 
Attn: Jonathan E. Rattner, Esq. 
Telecopy: (415) 328-3029

(b)     Severability.  If any term or provision of this Lease or 
the application thereof shall to any extent be held by a court 
of competent jurisdiction to be invalid and unenforceable, the 
remainder of this Lease, or the application of such term or 
provision other than to the extent to which it is invalid or 
unenforceable, shall not be affected thereby.

(c)     No Merger.  There shall be no merger of this Lease or of 
the leasehold estate hereby created with the fee estate in the 
Leased Property or any part thereof by reason of the fact that 
the same person may acquire or 
hold, directly or indirectly, this Lease or the leasehold estate 
hereby created or any interest in this Lease or in such 
leasehold estate as well as the fee estate in the Leased 
Property or any interest in such fee estate, unless all Persons 
with an interest in the Leased Property that would be adversely 
affected by any such merger 
specifically agree in writing that such a merger shall occur.

(d)     NO IMPLIED REPRESENTATIONS BY LANDLORD.  LANDLORD AND 
LANDLORD'S AGENTS HAVE MADE NO REPRESENTATIONS OR PROMISES WITH RESPECT TO 
THE LEASED PROPERTY EXCEPT AS EXPRESSLY SET FORTH HEREIN, AND NO 
RIGHTS, EASEMENTS OR LICENSES ARE ACQUIRED BY TENANT BY 
IMPLICATION OR OTHERWISE EXCEPT AS EXPRESSLY SET FORTH IN THE 
PROVISIONS OF THIS LEASE, THE PURCHASE AGREEMENT AND THE PLEDGE 
AGREEMENT.

(e)     Entire Agreement.  This Lease and the instruments 
referred to herein supersede any prior negotiations 
and agreements between the parties concerning the Leased 
Property and no amendment or modification of this Lease shall be 
binding or valid unless expressed in a writing executed by both 
parties hereto.

(f)     Binding Effect.  All of the covenants, agreements, terms 
and conditions to be observed and performed 
by the parties hereto shall be applicable to and binding upon 
their respective successors and, to the extent assignment is 
permitted hereunder, their respective assigns.

(g)     Time is of the Essence.  Time is of the essence as to 
all obligations of Tenant and all notices required 
of Tenant under this Lease, but this paragraph shall not limit 
Tenant's opportunity to prevent an Event of Default by curing 
any breach within the cure period (if any) applicable under 
subparagraph 13.(a).

(h)     Termination of Prior Rights.  Without limiting the 
rights and obligations of Tenant under this Lease, 
Tenant acknowledges that any and all rights or interest of 
Tenant in and to the Land, the improvements to the Land and to 
any other property included in the Leased Property (except under 
this Lease and the Purchase Agreement) are hereby superseded. 
Tenant quitclaims unto Landlord any rights or interests Tenant 
has in or to the Land, the improvements to the Land and to any 
other property included in the Leased Property other than the 
rights and interests created by this Lease and the Purchase 
Agreement. 

(i)     Governing Law.  This Lease shall be governed by and 
construed in accordance with the laws of the 
State of California.

(j)     Waiver of a Jury Trial.  LANDLORD AND TENANT EACH HEREBY 
WAIVES ITS RESPECTIVE 
RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED 
UPON OR ARISING 
OUT OF THIS LEASE OR ANY OTHER DOCUMENT OR DEALINGS BETWEEN THEM 
RELATING TO 
THIS LEASE OR THE LEASED PROPERTY.  The scope of this waiver is 
intended to be all-encompassing of 
any and all disputes that may be filed in any court and that 
relate to the subject matter of this transaction, including, 
without limitation, contract claims, tort claims, breach of duty 
claims, and all other common law and statutory claims.  Tenant 
and Landlord each acknowledge that this waiver is a material 
inducement to enter into a business relationship, that each has 
already relied on the waiver in entering into this Lease and the 
other 
documents referred to herein, and that each will continue to 
rely on the waiver in their related future dealings.  Tenant and 
Landlord each further warrants and represents that it has 
reviewed this waiver with its legal counsel, and that it 
knowingly and voluntarily waives its jury trial rights following 
consultation with legal counsel.  THIS WAIVER IS IRREVOCABLE, 
MEANING THAT IT MAY NOT BE MODIFIED EITHER 
ORALLY OR IN WRITING, AND THE WAIVER SHALL APPLY TO ANY 
SUBSEQUENT 
AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS LEASE 
OR TO ANY OTHER DOCUMENTS OR AGREEMENTS RELATING TO THIS LEASE 
OR THE LEASED PROPERTY. 
In the event of litigation, this Lease may be filed as a written 
consent to a trial by the court.

(k)     Not a Partnership, Etc.   NOTHING IN THIS LEASE IS 
INTENDED TO BE OR TO CREATE ANY 
PARTNERSHIP, JOINT VENTURE, OR OTHER JOINT ENTERPRISE BETWEEN 
LANDLORD AND TENANT.  NEITHER THE EXECUTION OF THIS LEASE NOR THE 
ADMINISTRATION OF THIS LEASE OR OTHER DOCUMENTS REFERENCED 
HEREIN BY LANDLORD, NOR ANY OTHER 
RIGHT, DUTY OR OBLIGATION OF LANDLORD UNDER OR PURSUANT TO THIS 
LEASE OR SUCH 
DOCUMENTS IS INTENDED TO BE OR TO CREATE ANY FIDUCIARY 
OBLIGATIONS OF 
LANDLORD TO TENANT.

(l)     Tax Reporting.  Landlord and Tenant shall report this 
Lease and the Purchase Agreement for federal 
income tax purposes as a conditional sale unless prohibited from 
doing so by the Internal Revenue Service.  Similarly, Tenant 
shall report all interest earned on Escrowed Proceeds or the 
Collateral as Tenant's income for federal and state income tax 
purposes.  If the Internal Revenue Service shall challenge 
Landlord's characterization of this Lease and the Purchase 
Agreement as a conditional sale for federal income tax reporting 
purposes, Landlord shall notify Tenant in writing of such 
challenge and consider in good faith any reasonable suggestions 
by Tenant about an appropriate response.  In any event, Tenant 
shall indemnify and 
hold harmless Landlord from and against all liabilities, costs, 
additional taxes and other expenses that may arise or become due 
because of such challenge or because of any resulting 
recharacterization required by the Internal Revenue Service, 
including any additional taxes that may become due upon any sale 
under the Purchase 
Agreement to the extent (if any) that such additional taxes are 
not offset by tax savings resulting from additional depreciation 
deductions or other tax benefits to Landlord of the 
recharacterization.

(m) IN WITNESS WHEREOF, this Lease is hereby executed in multiple 
originals as of the effective date 
above set forth.
	"Landlord"
	BNP LEASING CORPORATION
	By: /s/ Lloyd G. Cox    
	--------------------
		Lloyd G. Cox, Vice President
	"Tenant" 
	3COM CORPORATION
	By: /s/ Christopher B. Paisley    
	------------------------------
		Christopher B. Paisley, Chief Financial Officer
	Exhibit A
	Legal Description
REAL PROPERTY in the City of Santa Clara, County of Santa Clara, 
State of California, described as follows:
PARCEL ONE:
All of Parcel 1, as shown upon that certain Map entitled, 
"Amended Parcel Map," which Map was filed for 
record in the Office of the Recorder of the County of Santa 
Clara, State of California on December 22, 1983 in Book 523 of 
Maps, at pages 7, 8 and 9.
EXCEPTING THEREFROM:
All that certain real property situated in the City of San Jose, 
County of Santa Clara, State of California, being a portion of 
Parcel 1, as shown on the Amended Parcel Map recorded in Book 
523 of Maps at page 9, Santa 
Clara County Records, being more particularly described as 
follows:
Beginning at the most Westerly corner of said Parcel 1, being on 
the Northeasterly line of North First Street; Thence N. 71  56' 
56" E., 341.59 feet along the Northerly line of said Parcel 1;
Thence S. 37  32' 48" W., 281.82 feet to said Northeasterly line 
of North First Street;
Thence along said Northeasterly line N. 52  27' 37" W., 193.00 
feet to the true point of beginning.
ALSO EXCEPTING THEREFROM:
That portion described in the Grant Deed to the City of San 
Jose, a municipal corporation recorded August 20, 1987 in Book 
K267, page 156 Official Records, and being more particularly 
described as follows:
All that certain real property situate in the City of San Jose, 
County of Santa Clara, State of California, being a portion of 
Parcel 1 as shown on the Amended Parcel Map recorded in Book 523 
of Maps, at page 9, Santa 
Clara County Records, being also a portion of Parcel 2 as 
described in the deed recorded October 21, 1985 in 

Book J492 of Official Records at page 1703, Santa Clara County 
Records, being more particularly described as follows:
Beginning at the most Southerly corner of the parcel of land 
described in the deed recorded October 21, 1985 
at Series Number 8564627, Book J492 of Official Records at page 
1698, Santa Clara County Records;
thence along the Southeasterly line of said parcel described in 
said deed recorded October 21, 1985, N. 37  32' 48" E., 281.82 
feet to the Northwesterly line of said Parcel 2;
thence along said Northwesterly line the following three 
courses:  N. 37  32' 48" E., 20.53 feet;
thence along a curve to the right having a radius of 300.00 feet 
through a central angle of 7  12' 34" for an arc length of 37.75 
feet;
thence N. 44  45' 22" E., 261.02 feet to the Northeasterly line 
of said Parcel 2;
thence along said Northeasterly S 45  14' 38" E., 27.00 feet to 
a line that is parallel with and 27.00 Southeasterly of said 
Northwesterly line;
thence along said parallel line S. 44  45' 22" W., 261.02 feet;
thence along a curve to the left having a radius of 273.00 feet 
through a central angle of 7  12' 34" for an arc length of 34.35 
feet;
thence S. 37  32' 48" W., 252.35 feet;
thence along a curve to the left having a radius of 50.00 feet 
through a central angle of 90  00' 00" for an arc length of 
78.54 feet to the Northeasterly line of North First Street;
thence along said Northeasterly line N. 52  27' 12" W., 77.00 
feet to the point of beginning.
PARCEL TWO:
All that certain real property situate in the City of San Jose, 
County of Santa Clara, State of California, being a portion of 
that parcel of land described in the Deed recorded May 3, 1979 
in Book E464 of Official Records at page 51, Santa Clara County 
Records, being more particularly described as follows:
Beginning at the most Westerly corner of Parcel 1 as shown on 
the Amended Parcel Map recorded in Book 523 
of Maps at page 9, Santa Clara County Records, said corner being 
on the Northeasterly line of North First Street;
thence along the Northerly line of said Parcel 1, N. 71  56' 56" 
E, 341.59 feet to the true point of beginning; thence continuing 
along said Northerly line N. 71  56' 56" E., 358.60 feet;
thence N. 45  14' 38" W., 168.87 feet;
thence S. 44  45' 22" W., 261.02 feet;
thence along a curve to the left having a radius of 300.00 feet 
through a central angle of 7  12' 34" for an arc length of 37.75 
feet;
thence S. 37  32' 48" W., 20.53 feet to the true point of 
beginning.
EXCEPTING THEREFROM:
That portion described in the Grant Deed to the City of San 
Jose, a municipal corporation recorded August 20, 1987 in Book 
K267, page 156 Official Records, and being more particularly 
described as follows:
All that certain real property situate in the City of San Jose, 
County of Santa Clara, State of California, being a portion of 
Parcel 1 as shown on the Amended Parcel Map recorded in Book 523 
of Maps, at page 9, Santa 
Clara County Records, being also a portion of Parcel 2 as 
described in the deed recorded October 21, 1985 in 
Book J492 of Official Records at page 1703, Santa Clara County 
Records, being more particularly described as follows:
Beginning at the most Southerly corner of the parcel of land 
described in the deed recorded October 21, 1985 at Series Number 
8564627, Book J492 of Official Records at page 1698, Santa Clara 
County Records;
thence along the Southeasterly line of said parcel described in 
said deed recorded October 21, 1985, N. 37  32' 48" E., 281.82 
feet to the Northwesterly line of said Parcel 2;
thence along said Northwesterly line the following three 
courses; N. 37  32' 48" E., 20.53 feet;
thence along a curve to the right having a radius of 300.00 feet 
through a central angle of 7  12' 34" for an arc length of 37.75 
feet;
thence N. 44  45' 22" E., 261.02 feet to the Northeasterly line 
of said Parcel 2;
thence along said Northeasterly S 45  14' 38" E., 27.00 feet to 
a line that is parallel with and 27.00 Southeasterly of said 
Northwesterly line;
thence along said parallel line S. 44  45' 22" W., 261.02 feet;
thence along a curve to the left having a radius of 273.00 feet 
through a central angle of 7  12' 34" for an arc length of 34.35 
feet;
thence S. 37  32' 48" W., 252.35 feet;
thence along a curve to the left having a radius of 50.00 feet 
through a central angle of 90  00' 00" for an arc length of 
78.54 feet to the Northeasterly line of North First Street;
thence along said Northeasterly line N. 52  27' 12" W., 77.00 
feet to the point of beginning.
PARCEL THREE:
Beginning at a 4" x 4" stake marked A.D.C.M.1, standing on the 
Southerly line of the Alviso and Milpitas 
Road, from which stake a stone Monument standing at the point of 
intersection of the South line of the Alviso and Milpitas Road 
with the center line of the San Jose and Alviso Road bears West 
28.14 chains; running thence along the South line of the Alviso 
and Milpitas Road East 38.88 chains to a 4"x4" stake marked 
C.M.N.M.1; thence S. 7  20' E., 7.835 chains to a 4"x4" stake 
marked C.M.N.M.2 standing on the Southerly line of the lands 
formerly belonging to the Estate of John W. Meads; thence along 
said Southerly line S. 88  55' W., 36.74 chains to a 4"x4" stake 
marked M.4; thence S. 59  57' E., 1.322 chains to a 4" stake 
marked M.3;
thence S. 71  48' W., 3.35 chains to a 4"x4" stake marked A 
D.C.M. 3; thence N. 1  28' W. 5.02 chains to a 4"x4" stake 
marked A D.C.M.2; thence N. 10  18' W., 5.474 chains to the 
place of beginning, and being 
Lot 2 as shown on the map accompanying the report of the sole 
commissioner in the partition of the Estate of John W. Meads, 
deceased.
EXCEPTING THEREFROM
A portion of that parcel of land described in the Deed recorded 
September 21, 1966 as Instrument No. 3120626 in Book 7512, page 
79, Official Records of Santa Clara County, said portion being 
more particularly described as follows:

Commencing at the Northeasterly corner of that parcel of land 
described in the Deed to the State of California, recorded 
November 15, 1957 in Volume 3937, page 635, Official Records of 
Santa Clara County; thence along 
the Northerly line of said parcel (7512 OR 79) S. 89  01' 21" 
E., 2959.87 feet and N. 74  49' 08" E., 
1314.86 feet to the Easterly line of last said parcel; thence 
along last said line S. 6  22' 52" E., 76.47 feet; thence S. 80  
54' 25" W., 72.96 feet to a line parallel with, and distant 
67.83 feet Southerly, at right angles, from the course described 
above as "N. 74  49' 08" E., 1314.86 feet"; thence along said 
parallel line S. 74  49' 08" W., 1034.16 feet; thence along a 
tangent curve to the right with a radius of 1395.00 feet through 
an angle of 16  09' 31", an arc length of 393.42 feet to a line 
parallel with and distant 65.59 feet Southerly, at right angles, 
from the course described above as "S. 89  01' 21" E., 2959.87 
feet"; thence along last said parallel line N. 89  01' 21" W., 
2767.11 feet to the Easterly line of said State of California 
Parcel; thence along last said line N. 9  29' 21" W., 66.70 feet 
to the point of commencement, as granted to the State of 
California by Deed recorded February 17, 1970, Series No. 
3764080, Book 8830, page 352 and Series 
No. 3764081, Book 8830, page 355, Official Records, Santa Clara 
County.
ALSO EXCEPTING THEREFROM:

All that certain real property situate in the City of San Jose, 
County of Santa Clara, State of California, being a portion of 
the parcel of land described in the Deed recorded July 26, 1984 
in Book I749 of Official Records, 
page 539, Santa Clara County Records, being more particularly 
described as follows:
Beginning at the most Westerly corner of Parcel 1 as shown on 
the Amended Parcel Map recorded in Book 523 of Maps, at page 9, 
Santa Clara County Records, said corner being on the 
Northeasterly line of North First 
Street; thence along the Northerly line of said Parcel 1, N. 71  
56' 56" E., 787.15 feet to the Westerly line of said Parcel 
described in the said Deed recorded July 26, 1984; thence along 
said Westerly line N. 1  19' 04" W., 327.06 feet to the true 
point of beginning; thence continuing along said Westerly line 
N. 1  19' 04" W., 4.26 feet; thence N. 10  16' 10" W., 261.37 
feet; thence leaving said Westerly line S. 89  50' 02" E., 
218.46 feet; thence S. 0  09' 58" W., 88.17 feet; thence 
Southwesterly along a non-tangent curve to the left having a 
radius of 325.00 feet whose radius point bears S. 43  03' 16" 
E., through a central angle of 2  11' 22" for an arc length of 
12.42 feet; thence S. 44  45' 22" W., 230.93 feet to the true 
point of beginning.
ALSO EXCEPTING THEREFROM:
That portion described in the Grant Deed to The City of San 
Jose, a municipal corporation, recorded 
August 20, 1987 in Book K267, page 162 Official Records, and 
being more particularly described as follows:
All that certain real property situate in the City of San Jose, 
County of Santa Clara, State of California, being a portion of 
the parcel of land described in the Deed recorded July 26, 1984 
in Book I749 of Official Records, at page 539, Santa Clara 
County Records, being also a portion of the Parcel 4 as 
described in the Deed recorded October 21, 1985 in Book J492 of 
Official Records at page 1713, Santa Clara County Records, being 
more particularly described as follows:
Beginning at the most Westerly corner of said Parcel 4;
thence along the Northwesterly line of said Parcel 4, N. 44  45' 
22" E., 278.16 feet to the Westerly line of said parcel 
described in said Deed recorded July 26, 1984;
thence along said Westerly line N. 1  19' 04" W., 37.49 feet to 
the Southeasterly line of Parcel 3 as described in the deed 
recorded October 21, 1985 in Book J492 of Official Records, at 
page 1708, Santa Clara County 
Records;
thence along said Southeasterly line N. 44  45' 22" E., 230.93 
feet;
thence Northeasterly along a curve to the right having a radius 
at 325.00 feet through a central angle of 45  24' 36" for an arc 
length of 257.58 feet;
thence S. 89  50' 02" E., 2099.12 feet;
thence along a curve to the left, having a radius of 2000.00 
feet, through a central angle of 6  03' 43" for an arc length of 
211.60 feet;
thence N. 84  06' 15" E., 709.89 feet;
thence along a curve to the right having a radius of 350.00 feet 
through a central angle of 31  13' 08" for an arc length of 
190.71 feet;
thence S. 64  40' 37" E., 358.91 feet;
thence along a curve to the right having a radius of 226.00 feet 
through a central angle of 42  17' 12" for an arc length of 
166.80 feet to a point of reverse curvature;
thence along a curve to the left having a radius 173.00 feet 
through a central angle of 55  40' 26" for an arc length of 
168.10 feet to a point of compound curvature;
thence along a curve, to the left having a radius of 43.00 feet 
through a central angle of 106  08' 43" for an arc length of 
79.66 feet to a point of reverse curvature;
thence along a curve to the right having a radius of 1065.00 
feet through a central angle of 2  47' 46" for an arc length of 
51.97 feet;
thence N. 1  24' 49" W, 358.65 feet;
thence along a curve to the left having a radius of 931.00 feet 
through a central angle of 1  55' 58" for an arc length of 31.40 
feet to a point on the Westerly line of Zanker Road;
thence along said Westerly line S 7  05' 54" E., 546.38 feet to 
the Southerly line of said parcel described in said deed 
recorded July 26, 1984;
thence along said Southerly line S. 88  44' 54" W., 72.55 feet;
thence Northwesterly along a non-tangent curve to the right 
having a radius of 226.00 feet whose radius point bears N. 0  
26' 07" E., through a central angle of 67  10' 28" for an arc 
length of 264.97 feet to a point of reverse curvature;
thence along a curve to the left having a radius of 173.00 feet 
through a central angle of 42  17' 12" for an arc length of 
127.68 feet;
thence N. 64  40' 37" W., 358.91 feet;
thence along a curve to the left having a radius of 297.00 feet 
through a central angle of 31  13' 08" for an arc length of 
161.83 feet;
thence S. 84  06' 15" W., 709.89 feet;
thence along a curve to the right having a radius of 2053.00 
feet through a central angle of 6  03' 43" for an arc length of 
217.71 feet;
thence N. 89  50' 02" W., 1574.68 feet;
thence along a curve to the left having a radius of 50.00 feet 
through a central angle of 90  00' 00" for an arc length of 
78.54 feet;
thence S. 0  09' 58" W., 247.88 feet;
thence along curve to the right having a radius of 177.00 feet 
through a central angle of 37  22' 50" for an arc length of 
115.48 feet to said Southerly line, being also the Northwesterly 
corner of Parcel 1 shown on the Parcel Map recorded in Book 531 
of Maps at page 42 Santa Clara County Records;
thence along said Southerly line S. 88  44' 54" W., 69.29 feet;
thence leaving said line N. 37  32' 48" E., 43.41 feet;
thence along a curve to the left having a radius of 123.00 feet 
through a central angle of 37  22' 50" for an arc length of 
80.25 feet;
thence N. 0  09' 58" E., 247.88 feet;
thence along a curve to the left having a radius of 50.00 feet 
through a central angle of 90  00' 00" for an arc length of 
78.54 feet;
thence N. 89  50' 02" W., 365.69 feet;
thence along a curve to the left having a radius of 280.00 feet 
through a central angle of 45  24' 36" for an arc length of 
221.92 feet;
thence S. 44  45' 22" W., 532.74 feet to the Southwesterly line 
of said Parcel 4;
thence along said Southwesterly N. 45  14' 38" W., 27.00 feet to 
the point of beginning.
ALSO EXCEPTING THEREFROM:
That portion thereof as shown in that Final Order of 
Condemnation recorded March 30, 1994 in Book N373, 
page 560, Official Records and all that portion lying thereof 
and being more particularly described as follows:
All that certain real property situate in the City of San Jose, 
County of Santa Clara, described as follows:
Beginning at the Northwest corner of Parcel 3 as described in 
the Deed from Highway 237 Associates, a California general 
partnership, to John Arrillaga, et al, recorded October 21, 1985 
in Book J492 of Official Records, at page 1708, Santa Clara 
County Records; thence from said point of beginning, along the 
Northerly prolongation of the Westerly line of said Parcel 3 N. 
9  29' 16" W., 11.25 feet; thence leaving said Northerly 
prolongation N. 88  43' 01" E., 202.59 feet; thence N. 89  49' 
56" E. 330.95 feet; thence N. 0  58' 44" E., 
6.61 feet to a point in the Southerly line of that certain 6.465 
acre parcel described in the Deed from Edward S.J. Cali, et al, 
to the State of California; recorded February 17, 1970 in Book 
8830 of Official Records at page 352 Santa Clara County Records; 
thence along said Southerly line S 89  01' 16" E., 1954.77 feet; 
thence leaving said Southerly line S. 86  14' 18" E., 317.01 
feet to a point in the general Northerly line of the 6.474 acre 
parcel described in the Deed from Metropolitan Life Insurance 
Company, a New York corporation 
to the City of San Jose, a municipal corporation of the State of 
California recorded August 20, 1987 in Book K267 of Official 
Records at page 162 Santa Clara County Records; thence along 
said general Northerly line the following courses: S 84  55' 33" 
W. 51.74 feet; from a tangent bearing of S. 84  54' 26" W. along 
a curve to the right with a radius of 1999.89 feet, through a 
central angle of 6  03' 42" for an arc length of 211.58 feet; N. 
89  01' 32" W. 2099.03 feet; and from a tangent bearing of N. 89  
01' 57" W., along a curve 
to the left with a radius of 324.98 feet, through a central 
angle of 43  13' 13" for an arc length of 245.14 feet to the 
Southeasterly corner of said Parcel 3; thence along the Easterly 
line of said Parcel 3 N. 0  58' 29" E., 88.17 feet to the 
Northeast corner of said Parcel 3; thence along the Northerly 
line of said Parcel 3 N. 89  01' 31" W., 218.48 feet to the 
point of beginning.
ALSO EXCEPTING THEREFROM:
Beginning at the Southwest corner of that certain 6.465 acre 
parcel of land described in the Deed from Edward S.J. Cali, et 
al to the State of California recorded February 17, 1970 in Book 
8830 of Official Records at 
page 352, Santa Clara County Records; thence from said point of 
beginning, along the Southerly line of said 6.465 acre parcel S. 
89  01' 16" E. 537.24 feet; thence leaving said Southerly line, 
at right angles, S 0  58' 44" W. 6.61 feet; thence S. 89  49' 
56" W. 330.95 feet; thence S. 88  43' 01" W. 202.59 feet to a 
point in the Southerly prolongation of the Westerly line of said 
6.465 acre parcel; thence along said Southerly prolongation N. 9  
29' 16" W., 21.59 feet to the point of beginning.

PARCEL FOUR:

All that certain real property situate in the City of San Jose, 
County of Santa Clara, State of California, being a portion of 
that parcel of land described in the Deed recorded May 3, 1979 
in Book E464 of Official Records, at page 51, Santa Clara County 
Records, being more particularly described as follows:
Beginning at the most Westerly corner of Parcel 1 as shown on 
the Amended Parcel Map recorded in Book 523 
of Maps, at page 9, Santa Clara County Records, said corner 
being on the Northeasterly line of North First Street; thence 
along the Northerly line of said Parcel 1, N. 71  56' 56" E., 
700.27 feet to the true point of beginning; thence continuing 
along said Northerly line N. 71  56' 56" E., 86.88 feet to the 
Easterly line of said parcel of land described in the Deed 
recorded May 3, 1979; thence along said Easterly line N. 1  19' 
04" W., 289.58 feet; thence leaving said Easterly line S. 44  
45' 22" W. 278.16 feet; thence S. 45  14' 38: E., 
168.87 feet to the true point of beginning.

EXCEPTING THEREFROM:
That portion described in the Grant Deed to The City of San 
Jose, a municipal corporation, recorded August 20, 1987 in Book 
K267, page 162 Official Records, and being more particularly 
described as follows:

All that certain real property situate in the City of San Jose, 
County of Santa Clara, State of California, being a portion of 
the parcel of land described in the Deed recorded July 26, 1984 
in Book I749 of Official Records, at page 539, Santa Clara 
County Records, being also a portion of the Parcel 4 as 
described in the Deed recorded October 21, 1985 in Book J492 of 
Official Records at page 1713, Santa Clara County Records, being 
more particularly described as follows:
Beginning at the most Westerly corner of said Parcel 4;
thence along the Northwesterly line of said Parcel 4, N. 44  45' 
22" E., 278.16 feet to the Westerly line of said parcel 
described in said Deed recorded July 26, 1984;
thence along said Westerly line N. 1  19' 04" W., 37.49 feet to 
the Southeasterly line of Parcel 3 as described in the deed 
recorded October 21, 1985 in Book J492 of Official Records, at 
page 1708, Santa Clara County 
Records;
thence along said Southeasterly line N. 44  45' 22" E., 230.93 
feet;
thence Northeasterly along a curve to the right having a radius 
at 325.00 feet through a central angle of 45  24' 36" for an arc 
length of 257.58 feet;
thence S. 89  50' 02" E., 2099.12 feet;
thence along a curve to the left, having a radius of 2000.00 
feet, through a central angle of 6  03' 43" for an arc length of 
211.60 feet;
thence N. 84  06' 15" E., 709.89 feet;
thence along a curve to the right having a radius of 350.00 feet 
through a central angle of 31  13' 08" for an arc length of 
190.71 feet;
thence S. 64  40' 37" E., 358.91 feet;
thence along a curve to the right having a radius of 226.00 feet 
through a central angle of 42  17' 12" for an arc length of 
166.80 feet to a point of reverse curvature;
thence along a curve to the left having a radius 173.00 feet 
through a central angle of 55  40' 26" for an arc length of 
168.10 feet to a point of compound curvature;
thence along a curve, to the left having a radius of 43.00 feet 
through a central angle of 106  08' 43" for an arc length of 
79.66 feet to a point of reverse curvature;
thence along a curve to the right having a radius of 1065.00 
feet through a central angle of 2  47' 46" for an arc length of 
51.97 feet;
thence N. 1  24' 49" W, 358.65 feet;
thence along a curve to the left having a radius of 931.00 feet 
through a central angle of 1  55' 58" for an arc length of 31.40 
feet to a point on the Westerly line of Zanker Road;
thence along said Westerly line S 7  05' 54" E., 546.38 feet to 
the Southerly line of said Parcel described in said deed 
recorded July 26, 1984;
thence along said Southerly line S. 88  44' 54" W., 72.55 feet;
thence Northwesterly along a non-tangent curve to the right 
having a radius of 226.00 feet whose radius point bears N. 0  
26' 07" E., through a central angle of 67  10' 28" for an arc 
length of 264.97 feet to a point of reverse curvature;
thence along a curve to the left having a radius of 173.00 feet 
through a central angle of 42  17' 12" for an arc length of 
127.68 feet;
thence N. 64  40' 37" W 358.91 feet;
thence along a curve to the left having a radius of 297.00 feet 
through a central angle of 31  13' 08" for an arc length of 
161.83 feet;
thence S. 84  06' 15" W., 709.89 feet;
thence along a curve to the right having a radius of 2053.00 
feet through a central angle of 6  03' 43" for an arc length of 
217.71 feet;
thence N. 89  50' 02" W., 1574.68 feet;
thence along a curve to the left having a radius of 50.00 feet 
through a central angle of 90  00' 00" for an arc length of 
78.54 feet;
thence S. 0  09' 58" W., 247.88 feet;
thence along curve to the right having a radius of 177.00 feet 
through a central angle of 37  22' 50" for an arc length of 
115.48 feet to said Southerly line, being also the Northwesterly 
corner of Parcel 1 shown on the Parcel Map recorded in Book 531 
of Maps at page 42 Santa Clara County Records;
thence along said Southerly line S. 88  44' 54" W. 69.29 feet;
thence leaving said line N. 37  32' 48" E., 43.41 feet;
thence along said Southerly line S. 88  44' 54" W., 69.29 feet;
thence leaving said line N. 37  32' 48" E., 43.41 feet;
thence along a curve to the left having a radius of 123.00 feet 
through a central angle of 37  22' 50" for an arc length of 
80.25 feet;
thence N. 0  09' 58" E., 247.88 feet;
thence along a curve to the left having a radius of 50.00 feet 
through a central angle of 90  00' 00" for an arc length of 
78.54 feet;
thence N. 89  50' 02" W., 365.69 feet;
thence along a curve to the left having a radius of 280.00 feet 
through a central angle of 45  24' 36" for an arc length of 
221.92 feet;
thence S. 44  45' 22" W., 532.74 feet to the Southwesterly line 
of said Parcel 4;
thence along said Southwesterly N. 45  14' 38" W., 27.00 feet to 
the point of beginning.

PARCEL FIVE:
Beginning at a 4'x4' stake marked C.M.N.M.1., standing on the 
Southerly line of the Alviso and Milpitas 
Road, from which stake a stone monument standing at the point of 
intersection of the Southerly line of the Alviso and Milpitas 
Road with the center line of the San Jose and Alviso Road bears 
West 67.02 chains; running thence along the South line of the 
Alviso and Milpitas Road East 5.955 chains to a 4'x4' stake 
marked M; thence still along the Southeasterly line of the 
Alviso and Milpitas Road N. 73  54' E., 19.93 chains to a fence 
post marked W.P. standing in fence line on the Westerly line of 
lands now or formerly of Boots; thence 
along said fence S. 7  15' E., 12.77 chains to a stake marked 
M.1.; thence along the fence along the Northerly line of the 
lands now or formerly of Nicholson, S. 88  55' W., 25.727 chains 
to a 4'x4' stake marked C.M.N.M.2; thence N. 7  20' W., 7.835 
chains to the place of beginning, and being Lot 3 as shown on 
the Map accompanying the report of the sole commissioner in the 
partition of the Estate of John W. Meads, deceased.
Excepting therefrom a portion of that parcel of land described 
in the Deed recorded September 2, 1966 as instrument No. 3120626 
in Book 7512, page 79, Official Records of Santa Clara County, 
said portion being more particularly described as follows:
Commencing at the Northeasterly corner of that parcel of land 
described in the Deed to the State of California, recorded 
November 15, 1957 in Volume 3937, page 635, Official Records of 
Santa Clara County; thence along 
the Northerly line of said Parcel (7512 or 79) S. 89  01' 21" 
E., 2959.87 feet and N. 74  49' 08" E., 
1314.86 feet to the Easterly line of last said parcel; thence 
along last said line S. 6  22' 52" E., 76.47 feet; thence S. 80  
54' 25" W., 72.96 feet to a line parallel with, and distant 
67.83 feet Southerly, at right angles, from the course described 
above as "N. 74  49' 08" E., 1314.86 feet"; thence along said 
parallel line S. 74  49' 08" W., 1034.16 feet; thence along a 
tangent curve to the right with a radius of 1395.00 feet through 
an angle of 16  09' 31", an arc length of 393.42 feet to a line 
parallel with and distant 65.59 feet Southerly, at right angles, 
from the course described above as "S. 89  01' 21" E., 2959.87 
feet"; thence along last said 
parallel line N. 89  01' 21" W., 2767.11 feet to the Easterly 
line of said State of California; thence along last said line N. 
9  29' 21" W., 66.70 feet to the point of commencement, as 
granted to the State of California by Deed recorded February 17, 
1970, Series No. 3764080, Book 8830, page 352 and Series No. 
3764081, 
Book 8830, page 355, Official Records, Santa Clara County.
The bearings and distances used in the above excepted 
description are on the California System Zone 3.  Multiply the 
above distances by 1.0000530 to obtain ground level distances.

ALSO EXCEPTING THEREFROM:
That portion described in the Grant Deed to The City of San 
Jose, a municipal corporation, recorded 
August 20, 1987 in Book K267, page 162 Official Records, and 
being more particularly described as follows:
All that certain real property situate in the City of San Jose, 
County of Santa Clara, State of California, being a portion of 
the parcel of land described in the Deed recorded July 26, 1984 
in Book I749 of Official Records, at page 539, Santa Clara 
County Records, being also a portion of the Parcel 4 as 
described in the Deed recorded October 21, 1985 in Book J492 of 
Official Records at page 1713, Santa Clara County Records, being 
more particularly described as follows:
Beginning at the most Westerly corner of said Parcel 4;
thence along the Northwesterly line of said Parcel 4, N. 44  45' 
22" E., 278.16 feet to the Westerly line of said parcel 
described in said Deed recorded July 26, 1984;
thence along said Westerly line N. 1  19' 04" W., 37.49 feet to 
the Southeasterly line of Parcel 3 as described in the deed 
recorded October 21, 1985 in Book J492 of Official Records, at 
page 1708, Santa Clara County Records;
thence along said Southeasterly line N. 44  45' 22" E., 230.93 
feet;
thence Northeasterly along a curve to the right having a radius 
at 325.00 feet through a central angle of 45  24' 36" for an arc 
length of 257.58 feet;
thence S. 89  50' 02" E., 2099.12 feet;
thence along a curve to the left, having a radius of 2000.00 
feet, through a central angle of 6  03' 43" for an arc length of 
211.60 feet;
thence N. 84  06' 15" E., 709.89 feet;
thence along a curve to the right having a radius of 350.00 feet 
through a central angle of 31  13' 08" for an arc length of 
190.71 feet;
thence S. 64  40' 37" E., 358.91 feet;
thence along a curve to the right having a radius of 226.00 feet 
through a central angle of 42  17' 12" for an arc length of 
166.80 feet to a point of reverse curvature;
thence along a curve lo the left having a radius 173.00 feet 
through a central angle of 55  40' 26" for an arc length of 
168.10 feet to a point of compound curvature;
thence along a curve, to the left having a radius of 43.00 feet 
through a central angle of 106  08' 43" for an arc length of 
79.66 feet to a point of reverse curvature;
thence along a curve to the right having a radius of 1065.00 
feet through a central angle of 2  47' 46" for an arc length of 
51.97 feet;
thence N. 1  24' 49" W, 358.65 feet;
thence along a curve to the left having a radius of 931.00 feet 
through a central angle of 1  55' 58" for an arc length of 31.40 
feet to a point on the Westerly line of Zanker Road;
thence along said Westerly line S 7  05' 54" E., 546.38 feet to 
the Southerly line of said parcel described in said deed 
recorded July 26, 1984;
thence along said Southerly line S. 88  44' 54" W., 72.55 feet;
thence Northwesterly along a non-tangent curve to the right 
having a radius of 226.00 feet whose radius point bears N. 0  
26' 07" E., through a central angle of 67  10' 28" for an arc 
length of 264.97 feet to a point of reverse curvature;
thence along a curve to the left having a radius of 173.00 feet 
through a central angle of 42  17' 12" for an arc length of 
127.68 feet;
thence N. 64  40' 37" W. 358.91 feet;
thence along a curve to the left having a radius of 297.00 feet 
through a central angle of 31  13' 08" for an arc length of 
161.83 feet;
thence S. 84  06' 15" W., 709.89 feet;
thence along a curve to the right having a radius of 2053.00 
feet through a central angle of 6  03' 43" for an arc length of 
217.71 feet;
thence N. 89  50' 02" W., 1574.68 feet;
thence along a curve to the left having a radius of 50.00 feet 
through a central angle of 90  00' 00" for an arc length of 
78.54 feet;
thence S. 0  09' 58" W., 247.88 feet;
thence along curve to the right having a radius of 177.00 feet 
through a central angle of 37  22' 50" for an arc length of 
115.48 feet to said Southerly line, being also the Northwesterly 
corner of Parcel 1 shown on the Parcel Map recorded in Book 531 
of Maps at page 42 Santa Clara County Records;
thence along said Southerly line S. 88  44' 54" W., 69.29 feet;
thence leaving said line N. 37  32' 48" E., 43.41 feet;
thence along a curve to the left having a radius of 123.00 feet 
through a central angle of 37  22' 50" for an arc length of 
80.25 feet;
thence N. 0  09' 58" E., 247.88 feet;
thence along a curve to the left having a radius of 50.00 feet 
through a central angle of 90  00' 00" for an arc length of 
78.54 feet;
thence N. 89  50' 02" W., 365.69 feet;
thence along a curve to the left having a radius of 280.00 feet 
through a central angle of 45  24' 36" for an arc length of 
221.92 feet;
thence S. 44  45' 22" W., 532.74 feet to the Southwesterly line 
of said Parcel 4;
thence along said Southwesterly N. 45  14' 38" W., 27.00 feet to 
the point of beginning.

ALSO EXCEPTING THEREFROM:
That portion described in the Grant Deed to The City of San 
Jose, a municipal corporation, recorded 
August 20, 1987 in Book K267, page 162 Official Records, and 
being more particularly described as follows:
All that certain real property situate in the City of San Jose, 
County of Santa Clara, State of California being a portion of 
the parcel of land described in the Deed recorded July 26, 1984 
in Book I749 of Official Records, at page 539, Santa Clara 
County Records, being more particularly described as follows:
Beginning at the Northeasterly corner of said parcel, said 
corner being on the Westerly line of Zanker Road 
and Southerly line of Highway 237;
thence along the Easterly line of said Parcel, S. 7  05' 54" E. 
99.01 feet;
thence Northerly along a non-tangent curve to the left having a 
radius of 931.00 feet whose radius point bears S. 79  08' 59" W. 
through a central angle of 3  39' 23" for an arc length of 59.41 
feet to a point of compound curvature;
thence along a curve to the left having a radius of 43.00 feet 
through a central angle of 85  24' 20" for an arc length of 
64.10 feet to the Northerly line of said Parcel;
thence along said Northerly line N. 60  05' 16" E, 50.59 feet to 
the point of beginning.

ALSO EXCEPTING THEREFROM:
That portion thereof as shown in that Final Order of 
Condemnation recorded March 30, 1994 in Book N373, 
page 560, Official Records and all that portion lying thereof 
and being more particularly described as follows:
All that certain real property situate in the City of San Jose, 
County of Santa Clara, described as follows:
Beginning at the Northwest corner of Parcel 3 as described in 
the Deed from Highway 237 Associates, a 
California general partnership, to John Arrillaga, et al, 
recorded October 21, 1985 in Book J492 of Official Records, at 
page 1708, Santa Clara County Records; thence from said point of 
beginning, along the Northerly prolongation of the Westerly line 
of said Parcel 3, N. 9  29' 16" W., 11.25 feet; thence leaving 
said Northerly prolongation N. 88  43' 01" E., 202.59 feet; 
thence N. 89  49' 56" E. 330.95 feet; thence N. 0  58' 44" E., 
6.61 feet to a point in the Southerly line of that certain 6.465 
acre parcel described in the Deed from Edward 
S.J. Cali, et al, to the State of California; recorded February 
17, 1970 in Book 8830 of Official Records at page 352 Santa 
Clara County Records; thence along said Southerly line S 89  01' 
16" E., 1954.77 feet; thence leaving said Southerly line S. 86  
14' 18" E., 317.01 feet to a point in the general Northerly line 
of the 6.474 acre parcel described in the Deed from Metropolitan 
Life Insurance Company, a New York corporation to the City of 
San Jose, a municipal corporation of the State of California 
recorded August 20, 1987 in Book K267 of Official Records at 
page 162 Santa Clara County Records; thence along said general 
Northerly line the
following courses; S 84  55' 33" W. 51.74 feet; from a tangent 
bearing of S. 84  64' 26" W. along a curve to 
the right with a radius of 1999.89 feet, through a central angle 
of 6  03' 42" for an arc length of 211.58 feet N. 89  01' 32" W. 
2099.03 feet and from a tangent bearing of N. 89  01' 57" W., 
along a curve to the left with a radius of 324.98 feet, through 
a central angle of 43  13' 13" for an arc length of 245.14 feet 
to the Southeasterly corner of said Parcel 3; thence along the 
Easterly line of said Parcel 3 N. 0  58' 29" E., 
88.17 feet to the Northeast corner of said Parcel 3; thence 
along the Northerly line of said Parcel 3 N. 89  01' 31" W., 
218.48 feet to the point of beginning.

ALSO EXCEPTING THEREFROM:
That portion thereof as shown in that Final Order of 
Condemnation recorded March 30, 1994 in Book N373, 
page 560, Official Records and all that portion lying thereof 
and being more particularly described as follows:
Beginning at the Northwest corner of that certain 0.019 acre 
parcel described in the Deed from Metropolitan Life Insurance 
Company, a New York Corporation, to the City of San Jose, a 
municipal corporation of the 
State of California, recorded August 20, 1987 in Book K267 of 
Official Records at page 162 Santa Clara 
County Records; thence from said point of beginning, along the 
Southerly line of that certain 6.465 acre parcel of land 
described in the Deed from Edward S.J. Cali, et al to the State 
of California, recorded February 17, 1970 in Book 8830 of 
Official Records at page 352 Santa Clara County Records, the 
following courses:  S 80  55' 58" W. 1034.16 feet; along a 
tangent curve to the right with a radius of 1395.00 feet, 
through a central angle of 16  09' 23" for an arc length of 
393.37 feet and N. 89  01' 16" W. 275.13 feet; thence leaving 
said Southerly line S. 86  14' 18" E. 317.01 feet to a point in 
a Northerly line of that certain 6.474 acre parcel 
described in said Deed to the City of San Jose; thence along 
said Northerly line the following courses:  N. 84  55' 33" E. 
658.09 feet and along a tangent curve to the right with a radius 
of 349.98 feet, through a central angle of 0  20' 33" for an arc 
length of 2.09 feet; thence leaving said Northerly line N. 85  
16' 06" E. 
587.33 feet; thence along a tangent curve to the right with a 
radius of 15.00 feet, through a central angle of 75  05' 51" for 
an arc length of 19.66 feet; thence S. 19  35' 03" E. 467.07 
feet; thence S. 49  41' 05 W. 
25.15 feet to a point in said Northerly line; thence along said 
Northerly line and a Westerly line of said 
6.474 acre parcel the following courses:  from a tangent bearing 
of S. 77  14' 33" E along a curve to the left with a radius of 
43.00 feet, through a central angle of 106  08' 43" for an arc 
length of 79.66 feet to a point of reverse curvature; thence 
along a tangent curve to the right with a radius of 1064.94 
feet, through a central angle of 2  47' 46" for an arc length of 
51.97 feet; thence N. 0  35' 30" W. 358.63 feet; thence along a 
tangent curve to the left with a radius of 830.95 feet, through 
a central angle of 1  55' 59" for an arc length of 31.41 feet to 
the Northeast corner of said 6.474 acre parcel; thence along the 
Northerly prolongation of the Easterly line of said 6.474 acre 
parcel N. 6  16' 05" W. 121.98 feet to the most Southerly corner 
of said 
0.019 acre parcel; thence along the Westerly line of said 0.019 
acre parcel the following courses:  from a tangent bearing of N. 
10  01' 13" W. along a curve to the left with a radius of 930.95 
feet, through a central angle of 3  39' 22" for an arc length of 
59.41 feet; thence from a tangent bearing of N. 13  40' 35" W. 
along a curve to the left with a radius of 43.00 feet, through a 
central angle of 85  23' 27" for an arc length of 64.09 feet to 
the point of beginning.

PARCEL SIX:
All of Parcel Two as shown upon that Parcel Map which filed for 
record in the Office of the Recorder of the County of Santa 
Clara, State of California on July 13, 1984 in Book 531 of Maps, 
at pages 41 and 42.
APN:    097-03-59,79,80,84,85,86,87,88,90,93,102,103,104
ARB:    097-3-x5,x6,8,9,x15,x16,20,21,25.1,25.2
	Exhibit B
	Permitted Encumbrances


	This conveyance is subject to the following matters, 
but only to the extent the same are still valid and in full 
force and effect:

1.      Bond for Reassessment District #93-210 Consolidated Refunding
	Bond No.        :       24J
	Assessment No.  :       7E
	The above Assessment No. covers APN No. 097-03-079 and 
	097-03-093, but is being collected under APN No. 097-03-079.
	Said matter affects a portion of Parcel One.
2.      Bond for Reassessment District #93-210 Consolidated Refunding
	Bond No.        :       24J
	Assessment No.  :       6Y
	Said matter affects a portion of Parcel Three.
3.      Bond for Reassessment District #93-210 Consolidated Refunding
	Bond No.        :       24J
	Assessment No.  :       9Y
	Said matter affects a portion of Parcel Three.
4.      Bond for Reassessment District #93-210 Consolidated Refunding
	Bond No.        :       24J
	Assessment No.  :       7Y
	Said matter affects a portion of Parcel Three.
5.      Bond for Reassessment District #93-210 Consolidated Refunding
	Bond No.        :       24J
	Assessment No.  :       8Y
	Said matter affects portions of Parcels Three and Five.
6.      Bond for Reassessment District #93-210 Consolidated Refunding
	Bond No.        :       24J
	Assessment No.  :       5Y
	Said matter affects Parcel Four.
7.      Bond for Reassessment District #93-210 Consolidated Refunding
	Bond No.        :       24J
	Assessment No.  :       10Y
	Said matter affects a portion of Parcel Five.
8.      Bond for Reassessment District #93-210 Consolidated Refunding
	Bond No.        :       24J
	Assessment No.  :       4E
	Said matter affects Parcel Six.
9.      EASEMENT for the purposes stated herein and incidents thereto
	Purpose         :       A right of way for a covered wooden sewer
	Granted to      :       The City of San Jose, a municipal corporation
	Recorded        :       February 26, 1989 in Book 115 of Deeds, page 142
	Affects         :       A strip of land twelve (12) feet wide, 
the center line of which is described as follows:
Beginning in the Southerly line of land of the party of the first part at a
point from which the Southeasterly corner thereof bears N.88 55' East 12.35
feet distant and running thence N. 36  30' East 623 1/2 feet a little
more or less to a point in the Southerly line of the Alviso and Milpitas Road, 
from which the Southwesterly corner of the land of J. Farney bears N. 19  30'
West 72 3/4 feet distant
	THE EXACT location of said easement is not defined of record.
	Said matter affects a portion of Parcel Three and Five.

10.     EASEMENT for the purposes stated herein and incidents thereto
	Purpose :       The right to excavate for, install, replace, maintain
and use for conveying gas pipe line with necessary appliances
	Granted to      :       Pacific Gas and Electric Company, a California
corporation
	Recorded        :       October 14, 1931 in Book 585, page 340, Official
	Records
	Affects         :       The said route of said pipe line shall 
be as follows, namely:

	Beginning at a point in the Easterly boundary line of said 
premises (marked by a fence now upon the ground), from which a 
4" x 4" white stake marking the Northeast corner of said 
premises bears North 15  26 1/2' West 5.2 feet distant, and 
running thence South 86  58' West 367.9 feet; thence North 89  
04' West        259.6 feet; thence South 88  51' West 
1135.53 feet; thence South 86  52 1/2' West 254.7 feet; 
thence North 89  19 1/2' West 172.0 feet; thence South 88  42 
1/2' West 1918.3 feet, more or less, to ta point in the 
Southwesterly boundary line of said premises.
	
	Said matter affects Parcels One and Six.

11.     EASEMENT for the purposes stated herein and incidents thereto
	Purpose :       The right to excavate for, install, replace, maintain
and use for conveying gas a pipe line with necessary appliances
	Granted to      :       Pacific Gas and Electric Company, a California
corporation
	Recorded        :       November 5, 1931 in Book 586, page 515,
Official Records
	Affects :       As follows:
	Beginning at a point in the Southwesterly boundary line 
of said premises (marked by the center line of the San Jose-
Alviso Road), from which a 2" x 4" post marking the point of 
intersection of the Southwesterly boundary line of said road with the
Northerly boundary line of that certain 42.5 acre parcel of land conveyed 
to Kenneth R. Burrell by F.C. Burrell, et ux, by deed dated June 
13, 1930, and recorded in Vol. 522 of Official Records, at page 508 records
of said Santa Clara County, bears South 78  25' West 45.3 feet 
distant, and running thence North 75  51 1/2' East 51.6 feet; 
thence South 89  10' East       265.3 feet; thence North 89  16' 
East 161.9 feet; thence North 88  00' East 425.0 feet; thence 
North 72  54' minutes East    285.0 feet thence South 38  28' East 126.9 
feet; thence North 88  42 1/2' East 35.0 
feet, more or less, to a point in the Easterly boundary line of 
said premises.
	
	Said matter affects Parcels Two and Four. 

12.     EASEMENT for the purposes stated herein and incidents 
thereto
	Purpose         :       The right to excavate for, install, 
replace, maintain and use for conveying gas a pipe line with necessary
appliances
	Granted to      :       Pacific Gas and Electric Company, a California
corporation
	Recorded        :       December 10, 1931 in Book 595, page 196,
Official Records
	Affects :       As follows:
	Beginning at a point in the Southwesterly boundary line 
of that certain 99.5 acre parcel of land described in that 
certain mortgage from George E. Nicholson to Mollie F. Nicholson 
dated December 18, 1913 and recorded in Book 216 of Mortgages at 
page 255, records of said Santa Clara County, (said boundary 
line being marked by a fence now upon the ground) from which a 
4" x 4" post marked "M4" 
set at the most Westerly corner of said 99.5 acre parcel of land 
bears North 60  46 1/2' West 16.7 feet distant; and running 
thence South 88  42 1/2' West 150.0 feet, more or less, to a 
point in the Westerly boundary line of said premises.
	
	Said matter affects Parcel Three. 

13.     EASEMENT for the purposes stated herein and incidents thereto
	Purpose         :       A right of way for sewer purposes
	Granted to      :       City of San Jose, a municipal corporation
	Recorded        :       August 8, 1933 in Book 659, page 121,
Official Records
	Affects         :       A right of way over, along and upon a 
strip twelve (12) feet wide, the center line of which is described as follows:
	Beginning at a point from which the Southeasterly corner of the land
Norman L. Meads bears N. 88  55' E., 1530 feet distant; thence N. 66  54' W.
513 feet to a point in the Southerly line of the Alviso and Milpitas Road, 
from which the Southeasterly corner of the private road of F.W. Zanker lies
Northerly and across the Alviso and Milpitas Road, 67 feet a little more 
or less.
	Said matter affects Parcel Five. 

14.     WAIVER OF DAMAGES as contained in the Deed to the State of California
	Recorded        :       February 17, 1970 in Book 8830, page 352,
Official Records
	Said matter affects Parcels Three and Five.

15.     THE EFFECT of the Rincon de los Esteros Project Redevelopment Plan and
Ordinances Nos. 17306, 19686, 19835, 20677, 20958, 21417, 21496, 21903, 22660, 
22412, 22761, 22761.1 and 22961, 23703, 23732, 23761 and 23934 
of the City of San Jose as recorded and as disclosed by 
documents recorded July 11, 1975 in Book B502, Page 711; August 
6, 1979 in Book E699, Page 245; August 6, 1979 in Book E699, 
Page 277; December 21, 1979 in Book F37, Page 585; October 8, 
1981 in Book G382, Page 605; July 28, 1982 in Book G929, Page 
703; September 14, 1983 in Book H892, Page 200; January 10, 1984 
in Book 1220, Page 271; December 17, 1987 in Book K394, page 
143; May 5, 1988 in Book K524, page 526; May 5, 1988 in Book 
K524, page 532; January 6, 1992 in Book L996, Page 508, 
all of Official Records, and as disclosed by information 
provided by the Redevelopment Agency of the City of San Jose.

16.     EASEMENTS AND INCIDENTS THERETO, filed for record in the 
Office of the County Recorder of the County of Santa Clara, State of
California, shown on the "Amended Parcel Map" filed for record on December 
22, 1983 in Book 523 of Maps, at pages 7, 8 and 9
	Purpose         :       Public Service Easement
	Affects         :       Southwesterly 10 feet and Southeasterly 
10 feet of Parcel One and Southwesterly 10 feet and Northwesterly 10 feet of
Parcel Six

17.     EASEMENT for the purposes stated herein and incidents thereto
	Purpose         :       To construct, install, inspect, 
maintain, replace, remove and use facilities of such underground conduits,
pipes, manholes, service boxes, wires, cables, and electrical conductors;
aboveground marker posts, risers, and service pedestals; underground and
aboveground switches, fuses, terminals, and transformers with associated 
concrete pads; and fixtures and appurtenances necessary to any and all
thereof
	Granted to      :       Pacific Gas and Electric Company, a California
corporation
	Recorded        :       March 26, 1986 in Book J640, page 960,
Official Records
	Affects         :       Strips of land of the uniform width of 10 feet
the center lines of which are delineated by the heavy dashed lines shown upon
the print of second party's Drawing No. SJB-1821 attached thereto and made
a part thereof; excepting therefrom the portion lying outside the boundary
lines of said lands.
	Terms and conditions contained in the document hereinabove referred
to.
	Said matter affects Parcel Six.

18.     EASEMENT for the purposes stated herein and incidents thereto
	Purpose :       Public Service Easements
	Granted to      :       City of San Jose
	Recorded        :       August 20, 1987 in Book K267, page 156,
Official Records
	Affects :       As follows:
	All that certain real property situated in the City of 
San Jose, County of Santa Clara, State of California, being a 
portion of Parcel 1 as shown on the Amended Parcel Map recorded 
in Book 523 of Maps at page 9, Santa Clara County Records, being 
also a portion of Parcel as 2 described in the deed recorded 
October 21, 1985 in Book J492 of Official Records at page 1703, 
Santa Clara County Records, being more particularly described as 
follows:
	Strip 1
	A strip of land 10.00 feet wide extending Northeasterly 
from the Northeasterly line of the 10.00 feet wide P.S.E. along 
North First Street, as shown on said Amended Parcel Map and 
lying contiguous to and Southeasterly of a line that begins at a 
point in the Northeasterly line of North First Street from which 
the most Southerly corner of Parcel 1 as described in the Deed 
recorded October 21, 1985 in Book J492 of 
Official Records at page 1698, Santa Clara County Records, bears 
N. 52  27' 12" W. 77.00 feet and running;
thence Northeasterly along a curve to the right having a 
radius of 50.00 feet whose radius point bears N. 37  32' 48" E., 
through a central angle of 90  00' 00" for an arc length of 
78.54 feet;
thence N. 37  32' 48" E., 251.93 feet to a point hereon 
designated "Point A";
thence N. 37  32' 48" E., 0.42 feet;
thence along a curve to the right having a radius of 
273.00 feet through a central angle of 7  12' 34" for an arc 
length of 34.35 feet;
thence N. 44  45' 22" E. 261.02 feet to the 
Northeasterly line of said Parcel 2, the side line of said strip 
shall be lengthened or shortened to terminate in said 
Northeasterly line.
	Strip 2
	Beginning at a point herein above designated "Point A";
thence S. 37  32' 48" W., 31.00 feet; thence S. 52  27' 
12" E., 25.00 feet; thence N. 37  32' 48" E., 31.00 feet; thence 
N. 52  27' 12" W., 25.00 feet to the point of beginning.
	Terms and conditions contained in the document 
hereinabove referred to.
	Said matter affects Parcels One.

19.     EASEMENT for the purposes stated herein and incidents thereto
	Purpose         :       Public Service Easements
	Granted to      :       City of San Jose
	Recorded        :       August 20, 1987 in Book K267, page 162,
Official Records
	Affects         :       10 foot wide strips over Parcels Three, Four
and Five and more fully described in said document
	Terms and conditions contained in the document hereinabove referred to.
	Said matter affects Parcels Three, Four and Five.

20.     EASEMENT for the purposes stated herein and incidents thereto
	Purpose         :       Sanitary Sewer Easement
	Granted to      :       City of San Jose
	Recorded        :       August 20, 1987 in Book K267, page 162,
Official Records
	Affects         :       A 15 foot wide strip and a 20 foot wide 
strip over Parcels Four and Five more fully described in said document
	Terms and conditions contained in the document hereinabove referred
to.
	Said matter affects Parcels Four and Five.

21.     LACK OF ABUTTER'S RIGHTS to and from Freeway 237, lying adjacent to
the Northerly and Northeasterly line of Parcel Five, said rights having been 
released and relinquished By    :       Final Order of Condemnation
	To              :       The People of the State of California Acting
by and through the Department of Transportation
	Recorded        :       March 30, 1994 in Book N373, page 0560,
Official Records.

22.     Any rights, interests, or claims adverse to those of the vestee
herein which may exist or arise by reason of the following facts shown on a
survey plat entitled "ALTA/ACSM LAND TITLE SURVEY," dated July 15, 1996,
prepared by Bryan & Murphy Engineers, Planners, Surveyors, Job No. 67320.

a.      The fact that a cyclone fence extends across the 
Southerly line of Parcel Five.

b.      The fact that a walkway exists in the public 
services easement shown as 
Exception No. 16 and that said walkway extends across the 
Westerly lines of Parcel Six.

c.      The fact that concrete landscaping extends 
across the Easterly line of Parcel Six.
	
d.      The fact that a 12 foot wall extends across the 
Southerly line of Parcel Three.
	
	Exhibit C
	Intentionally deleted.
	
	Exhibit D
	Intentionally deleted.
	
	Exhibit E
	FINANCIAL COVENANT COMPLIANCE CERTIFICATE
	BNP Leasing Corporation
	c/o Banque Nationale de Paris, San Francisco
	180 Montgomery Street
	San Francisco, California 94104

	Attention: Jennifer Cho or Will La Herran
	
	Re: 3Com Lease Agreement (North First Street Property)

Gentlemen:
	I, the undersigned, the [chief financial officer, 
controller, treasurer or the assistant treasurer] of 3Com 
Corporation, do hereby certify, represent and warrant that:
1.      This Certificate is furnished pursuant to subparagraph 8.
(w)(iii) of that certain Lease Agreement dated as of November 20,
1996 (the "Lease Agreement," the terms defined therein being used 
herein as therein defined) between 3Com Corporation (the 
"Tenant"), and you.
2.      Annex 1 attached hereto sets forth financial data and 
computations evidencing the Tenant's 
compliance with certain covenants of the Lease Agreement, all of 
which data and computations are complete, 
true and correct.
3.      To the knowledge of Tenant no Default or Event of 
Default under the Lease Agreement has 
occurred and is continuing.
4.      The representations of Tenant set forth in the Lease 
Agreement are true and correct in all 
material respects as of the date hereof as though made on and as 
of the date hereof.
	
Executed this _____ day of ______________, ____.

		3Com Corporation
		Name:_________________________ 
		Title:________________________
		[cc all Participants]


Annex 1 To Compliance Certificate
For the _________________ Ended ________________, ____

I.      PARAGRAPH 8.(ac)(i): Quick Ratio

	A.      Unencumbered Cash and Cash Equivalents
		and other "Quick Assets" as defined in 
		Paragraph 8.(ac)(i) of the Lease:       
							$_____________
	B.      "Current Liabilities" as defined in 
		Paragraph 8.(ac)(i) of the Lease:       
							$_____________
	C.      Ratio of A to B:                        _____ to 1.00
	F.      Minimum ratio computed as provided in 
		Paragraph 8.(ac)(i) of the Lease:       1.00 to 1.00

II.     PARAGRAPH 8.(ac)(ii): Maximum Senior Debt to 
	Capitalization

	A.      Total "Debt" as defined
		in Paragraph 1.(s) of
		Tenant and its consolidated
		Subsidiaries:                           $_____________
	
	B.      "Subordinated
		Debt" as defined in
		Paragraph 8.(ac)(ii) of the Lease:      
							$_____________
	
	C.      "Senior Debt" as
		defined in Paragraph 8.(ac)(ii)
		of the Lease
		(A - B):                                $_____________
	
	D.      Consolidated Tangible Net Worth
		(from calculation below):       
							$_____________
	
	E.      Capitalization as defined in
		Paragraph 8.(ac)(ii) of the Lease
		(A + D):
							$_____________
	
	F.      Ratio of B to E:                        _____ to 1.00
	
	D.      Maximum ratio:                          0.35 to 1.00

III.    PARAGRAPH 8.(ac)(iii): Minimum Tangible Net Worth
	A.      Reported stockholders equity:           $_____________
	
	B.      "Intangible Assets" as
		defined in Paragraph 8.(ac)(iii)
		of the Lease:                           $_____________
	
	D.      Consolidated Tangible Net Worth
		(A - B):                                $_____________
	
	E.      Minimum computed as
		provided in Paragraph
		8.(ac)(iii) of the Lease:               $_____________

IV.     PARAGRAPH 8.(ac)(iv): Fixed Charge Ratio
	A.      "Adjusted EBIT" as
		defined in Paragraph 
		8.(ac)(iv) of the Lease:                $_____________
	
	B.      "Fixed Charges" as
		defined in Paragraph 
		8.(ac)(iv) of the Lease:                $_____________


	C.      Ratio of A to B:                        _____ to 1.00
	
	D.      Minimum ratio:                          2.00 to 1.00


Exhibit F

CERTIFICATE OF TENANT'S CALCULATION OF THE SPREAD

BNP Leasing Corporation
c/o Banque Nationale de Paris, San Francisco
180 Montgomery Street
San Francisco, California 94104
Attention: Jennifer Cho or Will La Herran
	
	Re: 3Com Lease Agreement (North First Street Property)

Gentlemen:
	
	I, the undersigned, the [chief financial officer, 
controller, treasurer or the assistant treasurer] of 3Com 
Corporation, do hereby certify, represent and warrant that:
	
	1.      This Certificate is furnished pursuant to 
subparagraph 8.(w)(iv) of that certain Lease 
Agreement dated as of November 20, 1996 (the "Lease Agreement," 
the terms defined therein being used 
herein as therein defined) between 3Com Corporation, and you.
	
	2.      Annex 1 attached hereto sets forth financial 
data and computations evidencing the Tenant's 
computation of the Spread, all of which data and computations 
are complete, true and correct.
	
	Executed this _____ day of ______________, ____.
			
			3Com Corporation
			Name:_________________________ 
			Title:________________________
			[cc all Participants]


Annex 1 To Certificate of Tenant's Calculation of the Spread
As of the  ________________, ____

I.      S&P'S RATING OF TENANT'S SENIOR UNSECURED DEBT:         _____________

II.     MOODY'S RATING OF TENANT'S SENIOR UNSECURED DEBT:       _____________

III.    CALCULATION OF TENANT'S DEBT TO CAPITAL RATIO:          _____________
	A.      Funded "Senior Debt" as defined in 
		Paragraph 8.(ac)(ii) of the Lease:             $_____________
	B.      Other outstanding Debt as defined in
		Paragraph 1.(s) of the Lease:                  $_____________
	C.      Outstanding "Subordinated Debt" as
		defined in Paragraph 8.(ac)(ii) of
		the Lease:                                     $_____________
	D.      Debt for purposes of this ratio
		(A + B - C):                                   $_____________
	E.      Reported stockholders equity:                  $_____________
	F.      "Intangible Assets" as
		defined in Paragraph 8.(ac)(iii) of the 
		Lease:                                         $_____________
	G.      Consolidated Tangible Net Worth
		(E - F):                                       $_____________
	H.      Capital for purposes of this test
		(A + B + G):                                   $_____________
	I.      D divided by H:                                _____________

III.    SPREAD AS DEFINED IN PARAGRAPH 1.(bo) OF THE LEASE:    _____________


Exhibit G
	
LIST OF ENVIRONMENTAL REPORTS
(North First Street Property)

1.      AllWest 1996.  Phase I Environmental Site Assessment for 
North First Street Site, San Jose, CA 95134.  July 9, 1996.
2.      ENVIRON 1996.  Phase I and Phase II Environmental Site 
Assessment Report for Two Undeveloped Properties Located in San Jose, CA.
August 19, 1996.
3.      Tetra tech 1996, Phase II Environmental Site 
Investigation for 3COM Corporation, End of North First 
Street, San Jose, California 95052-8145.  September 24, 1996.