EXHIBIT 10.35


$74,800,000.00

LEASE AGREEMENT

BETWEEN

BNP LEASING CORPORATION, 
AS LANDLORD

AND

3COM CORPORATION,
AS TENANT

EFFECTIVE AS OF OCTOBER 4, 1996
(Great America Site - Phase I)

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       Permitted Hazardous Substances
Exhibit D       Resolution of Disputed Insurance Claims
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 October 4, 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 Real Property Purchase and Sale 
Agreement dated as of September 30, 1996 (hereinafter called 
the "Existing Contract") between Tenant and Dairy Associates, 
L.P., a California limited partnership (hereinafter called 
"Seller"), concerning the land described in Exhibit A 
attached hereto (hereinafter called the "Land") and the 
improvements on such Land, Landlord is acquiring the Land and 
improvements from Seller contemporaneously with the execution 
of this Lease; 

	WHEREAS, in anticipation of Landlord's acquisition of 
the Land, the 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 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:

2.      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 November 1, 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, 2001.

(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 Period, and (2) 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 
$74,800,000 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 November 1, 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 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 or ABN 
AMRO Bank N.V. 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 $74,800,000 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 Party means 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 and ABN AMRO Bank N.V., 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 and 
ABN AMRO Bank N.V. 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 
the Participation Agreement dated the 
date hereof between Landlord, Landlord's Parent and ABN AMRO 
Bank N.V., pursuant to which Landlord's Parent and ABN AMRO 
Bank N.V. 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 the 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, and the materials listed on Exhibit C attached 
hereto.

(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 
future 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 to it 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 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 fifty basis points (.500%). 
(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 forty-five basis 
points (.450%).
(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-seven and one-half basis points 
(.375%).
(iv)    If (1) the S&P Rating is above BBB, OR (2) the Moody's 
Rating is above Baa2, then the 
Spread will be thirty basis points (.300%).
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., 
$74,800,000),  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 
$74,300,000.  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, 2001, 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, 2001 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) $74,800,000, 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) $74,800,000, 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 (22.5/100 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 $44,800,000 of Qualified 
Payments have been received by Landlord, leaving a Stipulated 
Loss Value of $30,000,000 (the Initial Funding Advance of 
$74,800,000 less the Qualified Payments of $44,800,000); that 
the Collateral Percentage for such Base Rent Period is forty 
percent (40%); and that the Effective Rate 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.(r) and 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 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, Improvements, fixtures and 
personal property 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 Robert A. Smith, dated August 12, 
1991, which was delivered to Landlord at 
the request of Tenant, subject, however, to that certain Lot 
Line Adjustment dated August 16, 1991 in Book 
L826, at page 0826 of Official Records of Santa Clara County, 
California.  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 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. 
The Leased Property is in a condition satisfactory for its use 
and occupancy.  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.  Tenant shall 
promptly replace any worn-out fixtures included within the 
Leased Property with fixtures comparable to the replaced 
fixtures when new and repair any damage caused by the removal 
of such fixtures.  Further, Tenant shall not, without the 
prior written consent of Landlord, (i) remove from the Leased 
Property any fixtures of significant value, 
except such as are replaced by Tenant by articles of equal 
value, free and clear of any Lien (and for purposes of this 
clause "significant value" will mean any fixture that has a 
value of more than $100,000 or that, when considered together 
with all other fixtures removed and not replaced by Tenant by 
articles of equal suitability and value, has an aggregate 
value of $500,000 or more) or (ii) make any alteration to any 
Improvements which significantly reduce the fair market value 
or change the general character of the Leased Property, taken 
as a whole, or which impair in any significant manner the 
useful life or utility of the Improvements, taken as whole.
	
	Notwithstanding the foregoing provisions of this 
subparagraph 8.(q), Tenant may construct the following 
substantial new Improvements to the Leased Property and modify 
or remove existing Improvements 
as reasonably required in connection with such construction:
(1) a new building and separate parking structure to be used 
as a data center;
(2) an expansion of the cafeteria; and
(3) an elevated walkway between Building 100 (which 
is on the Land) and Building 500 (which 
is on land adjacent to the Land and is presently leased to 
Tenant by Landlord pursuant to another lease agreement);
provided, however: no Event of Default has occurred and is 
continuing; Tenant causes the construction to be performed in 
a good and workmanlike manner and in accordance with 
Applicable Laws; Tenant causes the construction to be 
completed in a manner that does not significantly reduce the 
fair market value of or change the general character of the 
Leased Property, taken as a whole, or impair in any 
significant manner the useful life or utility of the 
Improvements, taken as whole; in the case of the elevated 
walkway, Landlord must have approved (which approval will not 
be unreasonably withheld) an agreement which negates any 
easements or 
rights that would run with the land or prevent the removal of 
the walkway, except as expressly set forth in such agreement, 
if the same Person should cease to own both Building 100 and 
Building 500; and Tenant causes the construction to be 
completed prior to 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.
Upon request of Landlord made at any time when an Event of 
Default shall have occurred and be 
continuing, Tenant shall deliver to Landlord an inventory 
describing and showing the make, model, serial number and 
location of all fixtures and personalty, if any, included in 
the Leased Property with a certification by Tenant that such 
inventory is a true and complete schedule of all such fixtures 
and personalty and that all items specified in the inventory 
are covered hereby free and clear of any Lien other than the 
Permitted Encumbrances described in Exhibit B.

(r)     Insurance and Casualty.  Throughout the Term, Tenant will 
keep all Improvements (including all 
alterations, additions and changes made to the Improvements) 
which are located within the Leased Property insured under an 
all-risk property insurance policy (excluding from coverage 
damage by flood or earthquake, but not excluding other perils 
normally included within the definitions of extended coverage, 
vandalism and malicious mischief) in the amount of one hundred 
percent (100%) of the replacement value with endorsements 
for contingent liability from operation of building laws, 
increased cost of construction and demolition costs which may 
be necessary to comply with building laws.  Tenant will be 
responsible for determining the amount of property insurance 
to be maintained, but such coverage will be on an agreed value 
basis to eliminate the effects of coinsurance.  Such insurance 
shall be issued by 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. Any deductible applicable 
to such insurance shall not exceed 
$500,000.  Such insurance shall cover not only the value of 
Tenant's interest in the Improvements, but also the interest 
of Landlord, and such insurance shall include provisions that 
Landlord must be notified at least ten (10) days prior to any 
cancellation or reduction of insurance coverage.  With this 
Lease Tenant shall deliver to Landlord a certificate from the 
applicable insurer or its authorized agent evidencing the 
insurance required by 
this subparagraph and any additional insurance which shall be 
taken out upon any part of the Leased Property.  Thereafter, 
Tenant shall deliver to Landlord certificates from the 
applicable insurer or its authorized agent of renewals or 
replacements of all such policies of insurance at least five 
(5) days before any such insurance shall expire.  Tenant 
further agrees that all such policies shall provide that 
proceeds thereunder will be payable to Landlord as Landlord's 
interest may appear.  If Tenant fails to obtain any insurance 
required by this Lease or to provide confirmation of any such 
insurance as required by this Lease, Landlord shall be 
entitled (but not required) to obtain the insurance that 
Tenant has failed to obtain or for which Tenant has not 
provided the required confirmation and, without limiting 
Landlord's other remedies under the circumstances, Landlord 
may require Tenant to reimburse Landlord for the cost of such 
insurance and to pay interest thereon computed at the Default 
Rate from the date such cost was paid by Landlord until the 
date of reimbursement by Tenant.  In the event any of the 
Leased Property is destroyed or damaged by fire, explosion, 
windstorm, hail or by any other casualty against which 
insurance shall have been required hereunder, (i) Landlord 
may, but shall not be obligated to, make proof of loss if not 
made promptly by Tenant, (ii) each insurance company concerned 
is hereby authorized and directed to make payment for such 
loss directly to Landlord for application as required by 
Paragraph 4, and (iii) Landlord's consent must be obtained for 
any settlement, adjustment or compromise of 
any claims for loss, damage or destruction under any policy or 
policies of insurance (provided, that if any such claim is for 
less than $2,000,000 and no Event of Default shall have 
occurred and be continuing, Tenant alone shall have the right 
to settle, adjust or compromise the claim as Tenant deems 
appropriate; and, provided further, that any disagreement 
between Landlord and Tenant about the amount for which any 
such claim should 
be settled shall, at the request of either party, be resolved 
as provided in Exhibit D, unless an Event of Default shall 
have occurred and be continuing, in which case Landlord alone 
shall have the right to settle, adjust or compromise the claim 
as Landlord deems appropriate).  If any casualty shall result 
in damage to or loss or destruction of the Leased Property in 
excess of $1,000,000, Tenant shall give immediate notice 
thereof to Landlord and Paragraph 4 shall apply.
	
	Notwithstanding the foregoing provisions of this 
subparagraph 8.(r), following any fire or other casualty 
involving the Leased Property, if insurance 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 insurance 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 Leased Property as required by 
subparagraph 4.(b).

(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's 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 and ABN AMRO Bank N.V.).  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 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 $300,000,000 
(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);

l)  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;

m)  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

n)  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.  Any Losses incurred 
by 
Landlord because of any action taken pursuant to this 
subparagraph 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.

(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 245,000 square feet 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 (Phase I)
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

Parcel A, as shown on that certain Parcel Map recorded July 7, 
1989, Book 602 of Maps, at pages 34 and 35, Records of Santa 
Clara County, California.

EXCEPTING THEREFROM that portion described in that certain Lot 
Line Adjustment dated August 16, 1991 
in Book L826, at page 0826 of Official Records and described 
as follows:

Beginning at the Southwest corner of said Parcel "A"; thence 
on the Westerly and Northerly lines of said 
Parcel "A" the following 5 courses:

1.      North 00  12' 36" East a distance of 665.00 feet;
2.      North 45  12' 36" East a distance of 64.00 feet;
3.      North 00  12' 36" East a distance of 82.98 feet to a 
point on a non-tangent curve the center of which 
bears North 29  17' 50" West a distance of 9000.00 feet;
4.      Northeasterly a distance of 79.37 feet on the arc of said 
curve to the left through a central angle of 00  
30' 19" (chord bears North 60  27' 01" East a distance of 
79.37 feet, to a point on said curve;
5.      North 66  32' 39" East, departing said curve, a distance 
of 75.89 feet;
Thence South 62  07' 20" West a distance of 104.00 feet to a 
point of curvature; thence Southwesterly a 
distance of 9.53 feet on the arc of said 10136.00 foot radius 
curve to the right through a central angle of 00  03' 14" 
(chord bears South 62  08' 57" West a distance of 9.53 feet) 
to a point on said curve; thence South 00  12' 36" West a 
distance of 809.62 feet to a point on the South line of said 
parcel "A"; thence North 89  47' 24" West, on said South line, 
a distance of 83.50 feet to the point of beginning.
ALSO EXCEPTING THEREFROM that portion of said land as 
condemned to the State of California by Order 
recorded March 10, 1993 in Book M660, page 1700, described as 
follows:

Being a portion of Parcel A, as shown on that certain Parcel 
Map filed for record in Book 602 of Maps at pages 34 and 35 
Santa Clara County Records described as follows:

Beginning at the Northeast corner of said Parcel A; thence 
from said point of beginning, along the Northerly line of said 
Parcel A, S 67  25' 20" W 39.39 feet; thence leaving said 
Northerly line S 41  34' 47" E 73.60 feet to a point in the 
Easterly line of said Parcel A; thence along said Easterly 
line of N 10  04' 48" W 71.28 feet to the point of beginning.

Parcel Two

That portion of Parcel B, as shown on that certain Parcel Map 
recorded July 7, 1989, Book 602 of Maps, at pages 34 and 35, 
Records of Santa Clara County, California and described in 
that certain Lot Line Adjustment dated August 16, 1991 in Book 
L826, at page 0826 of Official Records and described as 
follows:

Beginning at a point on the most Northerly Southeasterly line 
of said Parcel "B" which bears South 66  32' 39" West a 
distance of 226.19 feet from the most Easterly corner thereof; 
thence South 10  57' 34" East a distance of 218.69 feet; 
thence North 89  47' 24" West a distance of 324.26 feet; 
thence North 77  17' 24" West a distance of 141.24 feet; 
thence North 66  32' 39" East a distance of 458.33 feet to the 
point of beginning.

APN:    104-52-006, 16
ARB:    104-01-046, 046.02, 046.02.01


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.      EASEMENT shown on map filed for record in Book 460 of 
Maps, page 44 and 45, and incidents thereto
	Purpose         :       Public Utility Easement
	Affects         :       A portion of the Southerly 10 feet of
(Affects Parcels A and B)

2.      DECLARATION of Reciprocal Easements, Covenants, and 
Restrictions for the purpose stated herein 
and subject to the terms and conditions therein, executed by 
Dairy Associates, L.P., a California Limited Partnership, 
recorded July 7, 1989 in Book L013, page 971 of Official 
Records.
	
	(Affects Parcels A and B)

	Amendment No. 1 of Declaration of Reciprocal Easements, 
Covenants and Restrictions recorded 
August 16, 1991 in Book L826, page 830 of Official Records.

3.      AGREEMENT on the terms and conditions contained therein,
	For             :       Agreement regarding number of 
required parking spaces
	Between         :       The City of Santa Clara, a 
municipal corporation
	And             :       Dairy Associates, LP., a California 
Limited Partnership
	Recorded        :       March 6, 1990 in Book L278, page 
2239, Official Records.
	(Affects Parcels A and B)

4.      EASEMENT for the purposes stated herein and incidents 
thereto
	Purpose         :       Construction and reconstructing, 
installing, operating, maintaining, repairing and/or replacing 
underground electrical distribution and/or communication 
systems and appurtenances thereto, including a reasonable 
right of ingress and egress over adjoining lands of Grantor
	Granted to      :       City of Santa Clara, a California 
municipal corporation
	Recorded        :       April 4, 1990 in Book L310, page 
1548, Official Records
	Affects :       As follows:
	Beginning at a point in the Southerly line of Parcel 2 of 
that Parcel Map filed for record in Book 460 of Maps at pages 
44-45, Santa Clara County Records, distant thereon North 89  
47' 24" West, 67.50 feet 
from the Southeasterly corner of said Parcel 2; thence from 
said point of beginning, the following forty-
eight courses:  South 89  47' 24" East, 30.00 feet; North 0  
12' 36" East, 19.10 feet; South 89  47' 24" West,       10.00 feet; 
North 29  47' 24" West, 43.00 feet; North 18  32' 24" West, 
89.00 feet; North 29  47' 
24" West, 119 feet; North 0  12' 36" East, 235 feet; North 11  
02' 24" West, 157 feet; South 78  57' 36" West, 6.00 feet; 
North 21  02' 24" West, 119.00 feet; South 88  57' 36" West, 
73.00 feet; South 58  57' 36" West, 51.00 feet; South 88  57' 
36" West, 80.00 feet; North 46  02' 24" West, 11.00 feet; 
South 43  57' 36" West, 15.00 feet; South 46  02' 24" East, 
20.00 feet; North 43  57' 36" East, 9.86 feet; North 88  57' 
36" East, 69.77 feet; South 1  02' 24" East, 22.00 feet; North 
88  57' 36" East, 15.00 feet; North 1  02' 24" West, 24.78 
feet; North 58  57' 36" East, 45.43 feet; North 88  57' 36" 
East, 63.32 feet; South 21  02' 24" East, 145.68 feet; South 
11  02' 24" East 121.11 feet; South 0  12' 36" West, 234.02 
feet; North 89  47' 24" West, 63.00 feet; North 59  47' 24" 
West, 10.00 feet; North 89  47' 24" West, 10.00 feet; South 60  
12' 36" West,	10.00 feet; North 89  47' 24" West, 286.00 
feet; North 0  12' 36" East, 
20.00 feet; South 89  47' 24" East, 2.50 feet; North 0  12' 
36" East, 15.00 feet; North 89  47' 24" West, 15.00 fee; South 
0  12' 36" West, 294.00 feet; North 0  12' 36" East, 20.00 
feet; South 89  47' 24" East, 2.50 feet; North 0  12' 36" 
East, 15.00 feet; North 89  47' 24" West, 15.00 feet; South 0  
12' 36" West, 
15.00 feet; South 89  47' 24" East, 2.50 feet; South 0  12' 
36" West, 170.00 feet; South 44  37' 45" East, 75.00 feet; 
South 0  12' 36" West, 3.76 feet; thence, from a tangent 
bearing South 85  11' 34" East, along the arc of a curve 
concave to the South, having a radius of 1040 feet, through a 
central angle of 4  30' 30" an arc length of 81.83 feet; and 
the following nine courses; North 44  47' 24" West, 44.62 
feet; North 89  47' 24" West, 53.50 feet; North 44  37' 45" 
West, 55.39 feet; North 0  12' 36" East, 135.87 feet; South 
89  47' 24" East, 684.55 feet; South 29  47' 24" East, 112.24 
feet; South 18  32' 24" East, 89.00 feet; South 29  47' 24" 
East, 21.30 feet; South 0  12' 36" West, 33.67 feet to the 
point of beginning.

5.      EASEMENT for the purposes stated herein and incidents 
thereto
	Purpose         :       Underground pipes
	Granted to      :       Pacific Gas and Electric Company, a 
California corporation
	Recorded        :       October 22, 1990 in Book L515, page 
1223, Official Records
	Affects         :       Parcel A as shown upon the Parcel 
Map filed for record in Book 602 of Parcel Maps at page 35, 
Santa Clara County Records.

	Reference is hereby made to the record for further 
particulars and a map of said easement, no description was 
recorded.

6.      AGREEMENT on the terms and conditions contained therein,
	For             :       Deferred obligation to construct 
stoplight
	Between         :       City of Santa Clara, California, a 
municipal corporation
	And             :       Dairy Associates, LP.
	Recorded        :       December 17, 1990 in Book L568, 
page 1565, Official Records.

	(Affects Parcels A and B)

7.      LACK OF ABUTTER'S RIGHTS to and from Route 237 - South 
Bar Freeway, lying adjacent to the Northerly line of Parcels A & B of
said land, said rights having been released and relinquished
	By              :       Dairy Associates, LP., a California 
Limited Partnership
	To              :       The State of California
	Recorded        :       August 16, 1991 in Book L826, page 
839, Official Records.

8.      EASEMENT for the purposes stated herein and incidents thereto
	Purpose         :       An easement for cut and fill slope 
purposes
	Granted to      :       The State of California
	Recorded        :       August 16, 1991 in Book L826, page 
839, Official Records
	Affects         :       As follows:
	Commencing at the most Southerly corner of Parcel 1 
described in that certain Deed recorded August 16, 1991 in 
Book L826, page 889, Official Records; thence along the 
general Southerly line of said Parcel 1 the following courses:  
from a tangent that bears N. 68  57' 08" E., along a curve to 
the left with a radius of 10,136.00 feet, through an angle of 
05  40' 34", an arc length of 1,004.14 feet, N. 01  05' 17" 
E., 3.47 feet, and from a tangent that bears N. 61  34' 51" 
E., along a curve to the left with a radius of 
8999.52 feet, through an angle of 00  15' 40", an arc length 
of 41.03 feet; thence leaving last said line S. 26  57' 54" 
E., 26.28 feet; thence from a tangent that bears S. 63  02' 
06" W., on a curve to the right with a radius of 10,158.00 
feet, through an angle of 05  58' 01", an arc length of 
1,057.88 feet to the Westerly line of the aforesaid Parcel B; 
thence along last said line N. 00  50' 30" E., 23.71 feet to 
the point of commencement.
	
	
Exhibit C
	
PERMITTED HAZARDOUS SUBSTANCES

(NOT a Comprehensive List)

It is anticipated that the following Hazardous Substances, and 
others necessary for the use, occupancy, and operation of the 
Leased Property in accordance with the terms and conditions of 
this Lease, will be used by Tenant at the Leased Property:
		
		Description                     C.A.S.#
		Solder bars (lead)              7439-92-1
		Solder paste
			Lead                    7439-91-1
			Tin                     7440-31-5
		Solder paste remover
			Sodium hydroxide        1310-73-2
		Isopropyl alcohol
			Isopropanol             67-63-0
		S32-10M
			Isopropanol             67-63-0
			Methanol                67-56-1


Exhibit D

RESOLUTION OF DISPUTED INSURANCE CLAIMS
	
	If Landlord and Tenant cannot agree upon the amount for 
which any insurance claim against an insurer 
should be settled after damage to the Leased Property by fire 
or other casualty, and so long as neither Tenant nor Landlord 
is authorized to determine such amount without the consent of 
the other pursuant to subparagraph 8.(r), then either party 
may require that the amount be determined as follows:

(i)     Landlord and Tenant shall each appoint an experienced 
architect who is familiar with construction costs 
for comparable properties in the vicinity of the Leased 
Property.  Each party will make the appointment no later than 
10 days after receipt of notice from the other party that the 
dispute resolution process described in this Exhibit has been 
invoked.  The agreement of the two architects as to the 
appropriate amount of the insurance settlement will be binding 
upon Landlord and Tenant.  If the two architects cannot agree 
upon the settlement amount within 30 days following their 
appointment, they shall within another 10 days agree 
upon a third architect.  Immediately thereafter, each of the 
first two architects will submit his best estimate of the 
appropriate settlement amount (together with a written report 
supporting such estimate) to the third architect and the third 
architect will choose between the two estimates.  The estimate 
chosen by the third architect as the closest to the amount 
needed to repair and restore the Leased Property will be 
binding upon Landlord and Tenant as the amount for which the 
applicable insurance claim should be settled.  (However, 
no such estimate and nothing contained in this Exhibit will 
limit Tenant's liability under other provisions of this Lease 
for the repair and restoration of the Leased Property.)  
Notification in writing of the estimate chosen by the third 
architect shall be made to Landlord and Tenant within 15 days 
following the selection 
of the third architect.

(ii)    If architects must be selected under the procedure set 
out above and either Tenant or Landlord fails to 
appoint an architect or fails to notify the other party of 
such appointment within 10 days after receipt of notice that 
the prescribed time for appointing the architects has passed, 
then the other party's architect will determine the 
appropriate settlement amount.  All architects selected for 
the dispute resolution process set out in this Exhibit will be 
disinterested, reputable, qualified architects with at least 
15 years experience designing and overseeing the construction 
of properties comparable to the Leased Property.  

(iii)   If a third architect must be chosen under the 
procedure set out above, he will be chosen on the basis of 
objectivity and competence, not on the basis of his 
relationship with the other architects or the parties to this 
Lease, and the first two architects will be so advised.  
Although the first two architects will be instructed to 
attempt in good faith to agree upon the third architect, if 
for any reason they cannot agree within the prescribed time, 
either Landlord or Tenant may require the first two architects 
to immediately submit its top choice for the third architect 
to the then highest ranking officer of the San Francisco Bar 
Association who will agree to help and who has no 
attorney/client or other significant relationship to either 
Landlord or Tenant.  Such officer will have complete 
discretion to select the most objective and competent third 
architect from between the choice of each of the first two 
architects, and will do so within 20 days after such choices 
are submitted to him.

(iv)    Either Landlord or Tenant may notify the architect 
selected by the other party to demand the 
submission of an estimate of the appropriate settlement amount 
or a choice of a third architect as required under the 
procedure described above; and if the submission of such an 
estimate or choice is required but 
the other party's architect fails to comply with the demand 
within 5 days after receipt of such notice, then the 
settlement amount or choice of the third architect, as the 
case may be, selected by the other architect (i.e., the 
notifying party's architect) will be binding upon Landlord and 
Tenant.

(v)     For the purposes of this Exhibit, "appropriate settlement 
amount" and words of like effect means the 
amount required to restore the Leased Property, less any 
insurance deductible that clearly applies under the policy of 
insurance which provides the coverage to be settled; and all 
architects and other persons involved in the determination of 
the settlement amount will be so advised.


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

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 October 4, 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

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 October 4, 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
(Phase I Property)

As used in this Lease, "Environmental Reports" means, 
collectively, the following reports provided to BNPLC by 3COM 
or acquired by BNPLC from its own consultants:
	
	Tetra tech, 1996, Phase I Environmental Site Assessment 
for 3COM Corporation, 5400 
Bayfront Plaza, Santa Clara, California 95052-8145.  September 
30, 1996.
	Tetra tech, 1996, Phase II Environmental Site 
Investigation for 3COM Corporation, 5400 
Bayfront Plaza, Santa Clara, California 95052-8145.  October 
2, 1996.
	Levine-Fricke, 1989, Remedial Strategy Development for 
Property at the Former Edelweiss Dairy, Santa Clara, 
California.  April 25, 1989.
	Levine-Fricke, Installation of Three Ground Water 
Monitoring Wells at the Former Edelweiss Dairy, 2955 Old 
Mountain View-Alviso Road, Santa Clara, California.  August 
23, 1994 and DRAFT same title August 19, 1994.
	Levine-Fricke, Proposed Ground Water Monitoring Sampling 
and Analysis at the Former Edelweiss Dairy, 2955 Old Mountain 
View-Alviso Road, Santa Clara, California.  December, 
1991.
	Levine-Fricke, Analytical Results for four Ground Water 
Samples and one Composite Soil Sample Collected at the Former 
Edelweiss Dairy, 2955 Old Mountain View-Alviso Road, Santa 
Clara, California.  February 14, 1992.
	Levine-Fricke, Analytical Results for four Ground Water 
Samples and one Composite Soil Sample Collected at the Former 
Edelweiss Dairy, 2955 Old Mountain View-Alviso Road, Santa 
Clara, California.  May 18, 1992.
	Levine-Fricke, Analytical Report on Results of Ground 
Water Monitoring at the Former Edelweiss Dairy, 2955 Old 
Mountain View-Alviso Road, Santa Clara, California.  October 
1, 1992.
	Levine-Fricke, Analytical Report on Results of Ground 
Water Monitoring for 1992 at the Former Edelweiss Dairy, 2955 
Old Mountain View-Alviso Road, Santa Clara, California.  
March 8, 1993.
	Levine-Fricke, Request for Case Closure at the Former 
Edelweiss Dairy, 2955 Old Mountain 
View-Alviso Road, Santa Clara, California.  August, 1993.
	Levine-Fricke, Case Closure at the Former Edelweiss Dairy, 
2955 Old Mountain View-Alviso 
Road, Santa Clara, California.  March 7, 1994.
	Levine-Fricke, Case Closure at the Former Edelweiss Dairy, 
2955 Old Mountain View-Alviso 
Road, Santa Clara, California.  January 21, 1993.
	Levine-Fricke, Phase I Environmental Site Assessment, 3COM 
Phase I Parcel, Santa Clara, 
California.  June, 1994.
	Santa Clara Fire Department, permit removing removal of two 
gasoline tanks.  October 19, 
1984.
	Levine-Fricke, remedial proposal, recommending further 
characterization of the site including the establishment of a 
groundwater monitoring system.  April 19, 1989.
	Levine-Fricke, Status Report on Soil Remediation at Former 
Edelweiss Dairy and Future 
3COM Corporate Campus, Santa Clara, California.  June 13, 
1989.
	Levine-Fricke, letter to the California Water Quality 
Control Board regarding its final soil status report.  
February 5, 1990.
	Levine-Fricke, Report of Quarterly Ground Water 
Monitoring at the Former Edelweiss Dairy. 
 January 23, 1993.
	Santa Clara Valley Water District ("SCVWD"), letter to 
Regional Water Quality Control Board requesting concurrence on 
case closure for the site.  November 18, 1994.
	SCVWD, "no action" letter to Dairy Associates, L.P.  
December 2, 1994.