<PAGE>

                                                             BLDG: Westport #5
                                                             OWNER:
                       LEASE AGREEMENT                       PROP:
                                                             UNIT:
                                                             TENANT:


THIS LEASE, made this 14th day of October, 1996 between WESTPORT INVESTMENTS, 
a California general partnership, hereinafter called Landlord, and CENTURA 
SOFTWARE CORPORATION, a California corporation, hereinafter called Tenant.

                                 WITNESSETH:

     Landlord hereby leases to Tenant and Tenant hereby hires and takes from 
Landlord those certain premises (the "Premises") outlined in red on Exhibit 
"A", attached hereto and incorporated herein by this reference thereto more 
particularly described as follows.

All of that certain 48,384 (PLUS)(MINUS) square foot, two-story building to 
be constructed by Landlord and to be located at 975 Island Drive, Redwood 
City, California 94065. Said Premises are more particularly shown within the 
area outlined in Red on EXHIBIT A to be attached hereto. The entire parcel, 
of which the Premises is a part, is shown within the area outlined in Green 
on EXHIBIT A to be attached hereto. The interior of the building leased 
hereunder shall be constructed by Landlord as set forth in the Construction 
Letter of even date herewith. The improved interior configuration is shown in 
Red on EXHIBIT B to be attached hereto.

As used herein the Complex shall mean and include all of the land outlined in 
Green and describe in Exhibit "A", attached hereto, and all of the buildings, 
common area private roads within the Complex, improvements, fixtures and 
equipment now or hereafter situated on said land.

     Said letting and hiring is upon and subject to the terms, covenants and 
conditions hereinafter set forth and Tenant covenants as a material part of 
the consideration for this Lease to perform and observe each and all of said 
terms, covenants and conditions. This Lease is made upon the conditions of 
such performance and observance.

1.  USE  Tenant shall use the Premises only in conformance with applicable 
governmental laws, regulations, rules and ordinances for the purpose of 
general office, light manufacturing, research and development, and storage 
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and other uses necessary for Tenant to conduct Tenant's business, provided 
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that such uses shall be in accordance with all applicable governmental laws 
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and ordinances
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and for no other purpose. Tenant shall not do or permit to be done in or 
about the Premises or the Complex nor bring or keep or permit to be brought 
or kept in or about the Premises or the Complex anything which is prohibited 
by or will in any way increase the existing rate of (or otherwise affect) 
fire or any insurance covering the Complex or any part thereof, or any of its 
contents, or will cause a cancellation of any insurance covering the Complex 
or any part thereof, or any of its contents. Tenant shall not do or permit to 
be done anything in, on or about the Premises or the Complex which will in 
any way obstruct or interfere with the rights of other tenants or occupants 
of the Complex or injure or annoy them, or use or allow the Premises to be 
used for any improper, immoral, unlawful or objectionable purpose, nor shall 
Tenant cause, maintain or permit any nuisance in, on or about the Premises or 
the Complex. No sale by auction shall be permitted on the Premises. Tenant 
shall not place any loads upon the floors, walls, or ceiling, which endanger 
the structure, or place any harmful fluids or other materials in the drainage 
system of the building, or overload existing electrical or other mechanical 
systems. No waste materials or refuse shall be dumped upon or permitted to 
remain upon any part of the Premises or outside of the building in which the 
Premises are a part, except in trash containers placed inside exterior 
enclosures designated by Landlord for that purpose or inside of the building 
proper where designated by Landlord. No materials, supplies, equipment, 
finished products or semi-finished products, raw materials or articles of any 
nature shall be stored upon or permitted to remain outside the Premises or on 
any portion of common area of the Complex. No loudspeaker or other device, 
system or apparatus which can be heard outside the Premises shall be used in 
or at the Premises without the prior written consent of Landlord. Tenant 
shall not commit or suffer to be committed any waste in or upon the Premises. 
Tenant shall indemnify, defend and hold Landlord harmless against any loss, 
expense, damage, attorneys' fees, or liability arising out of failure of 
Tenant to comply with any applicable law. Tenant shall comply with any 
covenant, condition, or restriction ("CC&R's") affecting the Premises. The 
provisions of this paragraph are for the benefit of Landlord only and shall 
not be construed to be for the benefit of any tenant or occupant of the 
Complex.

2.  TERM *

     A.  The term of this Lease shall be for a period of   FIVE   (5)   years 
                                                         -------- ----
(unless sooner terminated as hereinafter provided) and, subject to Paragraphs 
2(B) and 3, shall commence on the   1st   day of   June   , 19  97  and end 
                                  -------        ---------     ---
on the   31st   day    May    of   2002   .
       -------      --------     --------

     B.  Possession of the Premises shall be deemed tendered and the term of 
this Lease shall commence when the first of the following occurs:

          (a)  One day after a Certificate of Occupancy is granted by the 
proper governmental agency, or, if the governmental agency having 
jurisdiction over the area in which the Premises are situated does not issue 
certificates of occupancy, then the same number of days after certification 
by Landlord's architect or contractor that Landlord's construction work has 
been completed; or

          (b)  Upon the occupancy of the Premises by any of Tenant's 
operating personnel; or

          (c) When the Tenant Improvements have been substantially completed 
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for Tenant's use and occupancy, in accordance and compliance with Exhibit B 
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of this Lease Agreement; or
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          (d) As otherwise agreed in writing.

3.  POSSESSION  If Landlord, for any reason whatsoever, cannot deliver 
possession of said premises to Tenant at the commencement of the said term, 
as hereinbefore specified, this Lease shall not be void or voidable; no 
obligation of Tenant shall be affected thereby; nor shall Landlord or 
Landlord's agents be liable to Tenant for any loss or damage resulting 
therefrom; but in that event the commencement and termination dates of the 
Lease, and all other dates affected thereby shall be revised to conform to the 
date of Landlord's delivery of possession, as specified in Paragraph 2(b), 
above. The above is, however, subject to the provision that the period of 
delay, of delivery of the premises shall not exceed    120    days from the 
                                                     --------
commencement date herein (except those delays caused by Acts of God, strikes, 
war, utilities, governmental bodies, weather, unavailable materials, and 
delays beyond Landlord's control shall be excluded in calculating such 
period) in which instance Tenant, at its option, may, by written notice to 
Landlord, terminate this Lease.

*  It is agreed in the event said Lease commences on a date other than the 
first day of the month the term of the Lease will be extended to account for 
the number of days in the partial month. The Basic Rent during the resulting 
partial month will be pro-rated (for the number of days in the partial month) 
at the Basic Rent scheduled for the projected commencement date as shown in 
Paragraph 43.



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4.  RENT  Subject to Paragraph 44,

     A.  BASIC RENT. Tenant agrees to pay to Landlord at such place as 
Landlord may designate without deduction, offset, prior notice, or demand, 
and Landlord agrees to accept as Basic Rent for the leased Premises the total 
sum of  EIGHT MILLION EIGHT HUNDRED FIFTY FOUR THOUSAND TWO HUNDRED SEVENTY 
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TWO AND O/100 ($8,854,272.00) Dollars in lawful money of the United 
----------------------------
States of America, payable as follows:

          See Paragraph 43 for Basic Rent Schedule

     B.  TIME FOR PAYMENT. In the event that the term of this Lease commences 
on a date other than the first day of a calendar month, on the date of 
commencement of the term hereof Tenant shall pay to Landlord as rent for the 
period from such date of commencement to the first day of the next succeeding 
calendar month that proportion of the monthly rent hereunder which the number 
of days between such date of commencement and the first day of the next 
succeeding calendar month bears to thirty (30). In the event that the term 
of this Lease for any reason ends on a date other than the last day of a 
calendar month, on the first day of the last calendar month of the term hereof 
Tenant shall pay to Landlord as rent for the period from said first day of 
said last calendar month to and including the last day of the term hereof 
that proportion of the monthly rent hereunder which the number of days 
between said first day of said last calendar month and the last day of the 
term hereof bears to thirty (30).

     C.  LATE CHARGE. Notwithstanding any other provision of this Lease, if 
Tenant is in default in the payment of rental as set forth in this Paragraph 
4 when due, or any part thereof, Tenant agrees to pay Landlord, in addition 
to the delinquent rental due, a late charge for each rental payment in 
default ten (10) days. Said late charge shall equal ten (10%) percent of each 
rental payment so in default.

     D. ADDITIONAL RENT. Beginning with the commencement date of the term of 
this Lease, Tenant shall pay to Landlord in addition to the Basic Rent and as 
Additional Rent the following:

     (a)  Tenant's proportionate share of all Taxes relating to the Complex 
          as set forth in Paragraph 12, and

     (b)  Tenant's proportionate share of all insurance premiums relating to 
          the Complex, as set forth in Paragraph 15, and

     (c)  Tenant's proportionate share of expenses for the operation, 
          management, maintenance and repair of the Building (including 
          common areas of the Building) and Common Areas of the Complex in 
          which the Premises are located as set forth in Paragraph 7, and

     (d)  All charges, costs and expenses, which Tenant is required to pay 
          hereunder, together with all interest and penalties, costs and 
          expenses including attorneys' fees and legal expenses, that may 
          accrue thereto in the event of Tenant's failure to pay such 
          amounts, and all damages, reasonable costs and expenses which 
          Landlord may incur by reason of default of Tenant or failure on 
          Tenant's part to comply with the terms of this Lease. In the event 
          of nonpayment by Tenant of Additional Rent, Landlord shall have all 
          the rights and remedies with respect thereto as Landlord has for 
          nonpayment of rent.

The Additional Rent due hereunder shall be paid to Landlord or Landlord's 
agent (i) within five days for taxes and insurance and within thirty days for 
all other Additional Rent items after presentation of invoice from Landlord 
or Landlord's agent setting forth such Additional Rent and/or (ii) at the 
option of Landlord, Tenant shall pay to Landlord monthly, in advance. 
Tenant's prorata share of an amount estimated by Landlord to be Landlord's 
approximate average monthly expenditure for such Additional Rent items, which 
estimated amount shall be reconciled within 120 days of the end of each 
calendar year or more frequently if Landlord so elects to do so at Landlord's 
sole and absolute discretion, as compared to Landlord's actual expenditure 
for said Additional Rent items, with Tenant paying to Landlord, upon demand, 
any amount of actual expenses expended by Landlord in excess of said 
estimated amount, or Landlord refunding to Tenant (providing Tenant is not in 
default in the performance of any of the terms, covenants and conditions of 
this Lease) any amount of estimated payments made by Tenant in excess of 
Landlord's actual expenditures for said Additional Rent items. Within thirty 
(30) days after receipt of Landlord's reconciliation, Tenant shall have the 
right, at Tenant's sole expense, to audit, at a mutually convenient time at 
Landlord's office, Landlord's records relating to the foregoing expenses. 
Such audit must be conducted by Tenant or an independent nationally 
recognized accounting firm that is not being compensated by Tenant or other 
third party on a contingency fee basis. If such audit reveals that Landlord 
has overcharged Tenant, the amount overcharged shall be credited to Tenant's 
account within thirty (30) days after the audit is concluded.

     The respective obligations of Landlord and Tenant under this paragraph 
shall survive the expiration or other termination of the term of this Lease, 
and if the term hereof shall expire or shall otherwise terminate on a day 
other than the last day of a calendar year, the actual Additional Rent 
incurred for the calendar year in which the term hereof expires or otherwise 
terminates shall be determined and settled on the basis of the statement of 
actual Additional Rent for such calendar year and shall be prorated in the 
proportion which the number of days in such calendar year preceding such 
expiration or termination bears to 365. Tenant shall not pay any portion of 
Common Area expenses attributable to ground lease payments or mortgage 
payments or third party tenants.

     E.  FIXED MANAGEMENT FEE. Beginning with the Commencement Date of the 
Term of this Lease, Tenant shall pay to Landlord, in addition to the Basic 
Rent and Additional Rent, a fixed monthly management fee equal to 2% of the 
Basic Rent due for each month during the Lease Term ("Management Fee").

     F.  PLACE OF PAYMENT OF RENT AND ADDITIONAL RENT. All Basic Rent 
hereunder and all payments hereunder for Additional Rent shall be paid to 
Landlord at the office of Landlord at  Westport Investments, c/o 
                                       ---------------------------------------- 
Peery/Arrillaga, 2560 Mission College Blvd., Suite 101, Santa Clara, CA 95054 
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or to such other person or to such other place as Landlord may from time to 
time designate in writing.

     G.  SECURITY DEPOSIT. Concurrently with Tenant's execution of this 
Lease, Tenant shall deposit with Landlord the sum of  THREE HUNDRED TWENTY 
                                                   -------------------------- 
THREE THOUSAND ONE HUNDRED TWENTY AND 36/100 ($323,120.36) Dollars. Said sum 
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shall be held by Landlord as a Security Deposit for the faithful performance 
by Tenant of all of the terms, covenants, and conditions of this Lease to be 
kept and performed by Tenant during the term hereof. If Tenant defaults with 
respect to any provision of this Lease, including, but not limited to, the 
provisions relating to the payment of rent and any of the monetary sums due 
herewith. Landlord may (but shall not be required to) use, apply or retain 
all or any part of this Security Deposit for the payment of any other amount 
which Landlord may spend by reason of Tenant's default or to compensate 
Landlord for any other loss or damage which Landlord may suffer by reason of 
Tenant's default. If any portion of said Deposit is so used or applied, 
Tenant shall, within ten (10) days after written demand therefor, deposit 
cash with Landlord in the amount sufficient to restore the Security Deposit 
to its original amount. Tenant's failure to do so shall be a material breach 
of this Lease. Landlord shall not be required to keep this Security Deposit 
separate from its general funds, and Tenant shall not be entitled to interest 
on such Deposit. If Tenant fully and faithfully performs every provision of 
this Lease to be performed by it, the Security Deposit or any balance thereof 
shall be returned to Tenant (or at Landlord's option, to the last assignee of 
Tenant's interest hereunder) at the expiration of the Lease term and after 
Tenant has vacated the Premises. In the event of termination of Landlord's 
interest in this Lease, Landlord shall transfer said Deposit to Landlord's 
successor in interest whereupon Tenant agrees to release Landlord from 
liability for the return of such Deposit or the accounting therefor.

5.  RULES AND REGULATIONS AND COMMON AREA  Subject to the terms and 
conditions of this Lease and such Rules and Regulations as Landlord may from 
time to time prescribe. Tenant and Tenant's employees, invitees and 
customers shall, in common with other occupants of the Complex in which the 
Premises are located, and their respective employees, invitees and customers, 
and others entitled to the use thereof, have the non-exclusive right 
to use the access roads, parking areas, and facilities provided and 
designated by Landlord for the general use and convenience of the occupants 
of the Complex in which the Premises are located, which areas and facilities 
are referred to herein as "Common Area". This right shall terminate upon the 
termination of this Lease. Landlord reserves the right from time to time to 
make changes in the shape, size, location, amount and extent of Common Area. 
So long as Tenant's use and occupancy of the Premises are not materially 
affected thereby, Landlord further reserves the right to promulgate such 
reasonable rules and regulations equally applicable to all tenants of the 
Complex relating to the use of the Common Area, and any part or parts 
thereof, as Landlord may deem appropriate for the best interests of the 
occupants of the Complex. The Rules and Regulations shall be binding upon 
Tenant upon delivery of a copy of them to Tenant, and Tenant shall abide by 
them and cooperate in their observance. Such Rules and Regulations may be 
amended by Landlord from time to time, with or without advance notice, and 
all amendments shall be effective upon delivery of a copy to Tenant. Landlord 
shall not be responsible to Tenant for the non-performance by any other 
tenant or occupant of the Complex of any of said Rules and Regulations.

     Landlord shall operate, manage and maintain the Common Area. The manner 
in which the Common Area shall be maintained and the expenditures for such 
maintenance shall be at the discretion of Landlord.



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6.  PARKING  Tenant shall have the right to use with other tenants or 
occupants of the Complex  218  parking spaces in the common parking areas of 
                         -----
the Complex. Tenant agrees, that Tenant, Tenant's employees, agents, 
representatives and/or invitees shall not use parking spaces in excess of 
said  218  spaces allocated to Tenant hereunder. Landlord shall have the 
     -----
right, at Landlord's sole discretion, to specifically designate the location 
of Tenant's parking spaces within the common parking areas of the Complex in 
the event of a dispute among the tenants occupying the building and/or 
Complex referred to herein, in which event Tenant agrees that Tenant, 
Tenant's employees, agents, representatives and/or invitees shall not use any 
parking spaces other than those parking spaces specifically designated by 
Landlord for Tenant's use. Said parking spaces, if specifically designated by 
Landlord to Tenant, may be relocated by Landlord at any time, and from time 
to time. Landlord reserves the right, at Landlord's sole discretion, to 
rescind any specific designation of parking spaces, thereby returning 
Tenant's parking spaces to the common parking area. Landlord shall give 
Tenant written notice of any change in Tenant's parking spaces. Tenant shall 
not, at any time, park, or permit to be parked, any trucks or vehicles 
adjacent to the loading areas so as to interfere in any way with the use of 
such areas, nor shall Tenant at any time park, or permit the parking of 
Tenant's trucks or other vehicles or the trucks and vehicles of Tenant's 
suppliers or others, in any portion of the common area not designated by 
Landlord for such use by Tenant. Tenant shall not park nor permit to be 
parked, any inoperative vehicles or equipment on any portion of the common 
parking areas or other common areas of the Complex. Tenant agrees to assume 
responsibility for compliance by its employees with the parking provision 
contained herein. If Tenant or its employees park in other than such 
designated parking areas, then Landlord may charge Tenant, as an additional 
charge, and Tenant agrees to pay, ten ($10.00) Dollars per day for each day 
or partial day each such vehicle is parked in any area other than that 
designated. Tenant hereby authorizes Landlord at Tenant's sole expense to tow 
away from the Complex any vehicle belonging to Tenant or Tenant's employees 
parked in violation of these provisions, or to attach violation stickers or 
notices to such vehicles. Tenant shall use the parking areas for vehicle 
parking only, and shall not use the parking areas for storage.

7.  EXPENSES OF OPERATION, MANAGEMENT, AND MAINTENANCE OF THE COMMON AREAS OF 
THE COMPLEX  As Additional Rent and in accordance with Paragraph 4 D of this 
Lease, Tenant shall pay to Landlord Tenant's proportionate share (calculated 
on a square footage or other equitable basis as calculated by Landlord) of 
all expenses of operation, management, maintenance and repair of the Common 
Areas of the Complex including, but not limited to, license, permit, and 
inspection fees; security; utility charges associated with exterior 
landscaping and lighting (including water and sewer charges); all charges 
incurred in the maintenance of landscaped areas, lakes, parking lots, 
sidewalks, driveways, private roads within the Complex and roads with 
reciprocal easement areas; maintenance, repair and replacement of all 
fixtures and electrical, mechanical, and plumbing systems; structural 
elements and exterior surfaces of the buildings; supplies, materials, 
equipment and tools; the cost of capital expenditures which have the effect 
of reducing operating expenses, provided, however, that in the event Landlord 
makes such capital improvements, Landlord may amortize its investment in said 
improvements (together with interest at the rate of fifteen (15%) percent per 
annum on the unamortized balance) as an operating expense in accordance with 
standard accounting practices, provided, that such amortization is not at a 
rate greater than the anticipated savings in the operating expenses.

     "Additional Rent" as used herein shall not include Landlord's debt 
repayments; interest on charges; expenses directly or indirectly incurred by 
Landlord for the benefit of any other tenant; cost for the installation of 
partitioning or any other tenant improvements; cost of attracting tenants; 
depreciation; interest, executive salaries of Landlord (including, without 
limitation, employees of Landlord above the grade of manager and those 
employees whose activities are not related to the Complex or the Premises); 
expenses incurred to provide services to other tenants which are not 
furnished to Tenant; or the cost of repair or maintenance necessitated by the 
acts of other tenants in the building or the Complex or their agents, 
employees, or contractors.

8.  ACCEPTANCE AND SURRENDER OF PREMISES  By entry hereunder, Tenant accepts 
the Premises as being in good and sanitary order, condition and repair and 
accepts the building and improvements included in the Premises in their then 
present condition and without representation or warranty by Landlord as to 
the condition of such building or as to the use or occupancy which may be 
made thereof. Any exceptions to the foregoing must be by written agreement 
executed by Landlord and Tenant. Tenant agrees on the last day of the Lease 
term, or on the sooner termination of this Lease, to surrender the Premises 
promptly and peaceably to Landlord in good condition and repair (damage by 
Acts of God, fire or other insured peril, normal wear and tear excepted), 
with all interior walls painted, or cleaned so that they appear freshly 
painted, and repaired and replaced, if damaged; all floors cleaned and waxed; 
all carpets cleaned and shampooed; the airconditioning and heating equipment 
serviced by a reputable and licensed service firm and in good operating 
condition (provided the maintenance of such equipment has been Tenant's 
responsibility during the term of this Lease) together with all alterations, 
additions, and improvements which may have been made in, to, or on the 
Premises (except movable trade fixtures installed at the expense of Tenant) 
except that Tenant shall ascertain from Landlord within thirty (30) days 
before the end of the term of this Lease whether Landlord desires to have the 
Premises or any part or parts thereof restored to their condition and 
configuration as when the Premises were delivered to Tenant and if Landlord 
shall so desire, then Tenant shall restore said Premises or such part or 
parts thereof before the end of this Lease at Tenant's sole cost and expense. 
Tenant, on or before the end of the term or sooner termination of this Lease, 
shall remove all of Tenant's personal property and trade fixtures from the 
Premises, and all property not so removed on or before the end of the term or 
sooner termination of this Lease shall be deemed abandoned by Tenant and 
title to same shall thereupon pass to Landlord without compensation to 
Tenant. Landlord may, upon termination of this Lease, remove all moveable 
furniture and equipment so abandoned by Tenant, at Tenant's sole cost, and 
repair any damage caused by such removal at Tenant's sole cost. If the 
Premises be not surrendered at the end of the term or sooner termination of 
this Lease, Tenant shall indemnify Landlord against loss or liability 
resulting from the delay by Tenant in so surrendering the Premises including, 
without limitation, any claims made by any succeeding tenant founded on such 
delay. Nothing contained herein shall be construed as an extension of the 
term hereof or as a consent of Landlord to any holding over by Tenant. The 
voluntary or other surrender of this Lease or the Premises by Tenant or a 
mutual cancellation of this Lease shall not work as a merger and, at the 
option of Landlord, shall either terminate all or any existing subleases or 
subtenancies or operate as an assignment to Landlord of all or any such 
subleases or subtenancies.

9.  ALTERATIONS AND ADDITIONS  Tenant shall not make, or suffer to be made, 
any alteration or addition to the Premises, or any part thereof, without the 
written consent of Landlord first had and obtained by Tenant, (which written 
consent shall not be unreasonably withheld and shall specify whether Landlord 
shall require removal of said alterations and/or additions), but at the cost 
of Tenant, and any addition to, or alteration of, the Premises, except 
moveable furniture and trade fixtures, shall at once become a part of the 
Premises and belong to Landlord. Landlord reserves the right to approve all 
contractors and mechanics proposed by Tenant to make such alterations and 
additions. Tenant shall retain title to all moveable furniture and trade 
fixtures placed in the Premises. All heating, lighting, electrical, 
airconditioning, floor to ceiling partitioning, drapery, carpeting, and floor 
installations made by Tenant, together with all property that has become an 
integral part of the Premises, shall not be deemed trade fixtures. Tenant 
agrees that it will not proceed to make such alteration or additions, without 
having obtained consent from Landlord to do so, and until five (5) days from 
the receipt of such consent, in order that Landlord may post appropriate 
notices to avoid any liability to contractors or material suppliers for 
payment for Tenant's improvements. Tenant will at all times permit such 
notices to be posted and to remain posted until the completion of work. 
Tenant shall, if required by Landlord, secure at Tenant's own cost and 
expense, a completion and lien indemnity bond, satisfactory to Landlord, for 
such work. Tenant further covenants and agrees that any mechanic's lien filed 
against the Premises or against the Complex for work claimed to have been 
done for, or materials claimed to have been furnished to Tenant, will be 
discharged by Tenant, by bond or otherwise, within ten (10) days after the 
filing thereof, at the cost and expense of Tenant. Any exceptions to the 
foregoing must be made in writing and executed by both Landlord and Tenant. 
Notwithstanding anything to the contrary herein, under no circumstances shall 
Tenant be authorized to penetrate the soil to a depth that exceed three and 
one-half feet from the uppermost surface of the soil. See Paragraph 56

10.  TENANT MAINTENANCE  Tenant shall, at its sole cost and expense, keep and 
maintain the Premises (including appurtenances) and every part thereof in a 
high standard of maintenance and repair, and in good and sanitary condition. 
Tenant's maintenance and repair responsibilities herein referred to include, 
but are not limited to, all windows, window frames, plate glass, glazing, 
truck doors, plumbing systems (such as water and drain lines, sinks, toilets, 
faucets, drains, showers and water fountains), electrical systems (such as 
panels, conduits, outlets, lighting fixtures, lamps, bulbs, tubes, ballasts), 
heating and air-conditioning systems (such as compressors, fans, air 
handlers, ducts, mixing boxes, thermostats, time clocks, boilers, heaters, 
supply and return grills), store fronts, roofs, downspouts, all interior 
improvements within the premises including but not limited to wall coverings, 
window coverings, carpet, floor coverings, partitioning, ceilings, doors 
(both interior and exterior, including closing mechanisms, latches, locks, 
skylights (if any), automatic fire extinguishing systems, and elevators and 
all other interior improvements of any nature whatsoever. Tenant agrees to 
provide carpet shields under all rolling chairs or to otherwise be 
responsible for wear and tear of the carpet caused by such rolling chairs if 
such wear and tear exceeds that caused by normal foot traffic in surrounding 
areas. Areas of excessive wear shall be replaced at Tenant's sole expense 
upon Lease termination. Tenant hereby waives all rights under, and benefits 
of, subsection 1 of Section 1932 and Section 1941 and 1942 of the California 
Civil Code and under any similar law, statute or ordinance now or hereafter 
in effect. See Paragraph 55

11.  UTILITIES  Tenant shall have the utilities to the Premises placed in 
Tenant's name and Tenant shall pay promptly, as the same become due, all 
charges for water, gas, electricity, telephone, telex and other electronic 
communications service, sewer service, waste pick-up and any other utilities, 
materials or services furnished directly to or used by Tenant on or about the 
Premises during the term of this Lease, including, without limitation, any 
temporary or permanent utility surcharge or other exactions whether or not 
hereinafter imposed.

     Landlord shall not be liable for and Tenant shall not be entitled to any 
abatement or reduction of rent by reason of any interruption or failure of 
utility services to the Premises when such interruption or failure is caused 
by accident, breakage, repair, strikes, lockouts, or other labor disturbances 
or labor disputes of any nature, or by any other cause, similar or 
dissimilar, beyond the reasonable control of Landlord.

12.  TAXES  A. As Additional Rent and in accordance with Paragraph 4 D of this 
Lease, Tenant shall pay to Landlord Tenant's proportionate share of all Real 
Property Taxes, which prorata share shall be allocated to the leased Premises 
by square footage or other equitable basis, as calculated by Landlord. The 
term "Real Property Taxes", as used herein, shall mean (i) all taxes, 
assessments, levies and other charges of any kind or nature whatsoever, 
general and special, foreseen and unforeseen (including all installments of 
principal and interest required to pay any general or special assessments for 
public improvements and any increases resulting from reassessment caused by



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any change in ownership of the Complex) now or hereafter imposed by any 
governmental or quasi-governmental authority or special district having the 
direct or indirect power to tax or levy assessments, which are levied or 
assessed against, or with respect to the value, occupancy or use of, all or 
any portion of the Complex (as now constructed or as may at any time 
hereafter be constructed, altered, or otherwise changed) or Landlord's 
interest therein; any improvements located within the Complex (regardless of 
ownership); the fixtures, equipment and other property of Landlord, real or 
personal, that are an integral part of and located in the Complex; or parking 
areas, public utilities, or energy within the Complex; (ii) all charges, 
levies or fees imposed by reason of environmental regulation or other 
governmental control of the Complex; and (iii) all costs and fees (including 
attorney's fees) incurred by Landlord in contesting any Real Property Tax and 
in negotiating with public authorities as to any Real Property Tax. If at any 
time during the term of this Lease the taxation or assessment of the Complex 
prevailing as of the commencement date of this Lease shall be altered so that 
in lieu of or in addition to any Real Property Tax described above there 
shall be levied, assessed or imposed (whether by reason of a change in the 
method of taxation or assessment, creation of a new tax or charge, or any 
other cause) an alternate or additional tax or charge (i) on the value, use 
or occupancy of the Complex or Landlord's interest therein or (ii) on or 
measured by the gross receipts, income or rentals from the Complex, on 
Landlord's business of leasing the Complex, or computed in any manner with 
respect to the operation of the Complex, then any such tax or charge, however 
designated, shall be included within the meaning of the term "Real Property 
Taxes" for purposes of this Lease. If any Real Property Tax is based upon 
property or rents unrelated to the Complex, then only that part of such real 
Property Tax that is fairly allocable to the Complex shall be included within 
the meaning of the term "Real Property Taxes". Notwithstanding the foregoing, 
the term "Real Property Taxes" shall not include estate, inheritance, gift or 
franchise taxes of Landlord or the federal or state net income tax imposed on 
Landlord's income from all sources.

         See Paragraph 52

     B.  TAXES ON TENANT'S PROPERTY

(a) Tenant shall be liable for and shall pay ten days before delinquency, 
taxes levied against any personal property or trade fixtures placed by Tenant 
in or about the Premises. If any such taxes on Tenant's personal property or 
trade fixtures are levied against Landlord or Landlord's property or if the 
assessed value of the Premises is increased by the inclusion therein of a 
value placed upon such personal property or trade fixtures of Tenant and if 
Landlord, after written notice to Tenant, pays the taxes based on such 
increased assessment, which Landlord shall have the right to do regardless of 
the validity thereof, but only under proper protest if requested by Tenant. 
Tenant shall upon demand, as the case may be, repay to Landlord the taxes so 
levied against Landlord, or the proportion of such taxes resulting from such 
increase in the assessment; provided that in any such event Tenant shall have 
the right, in the name of Landlord and with Landlord's full cooperation; to 
bring suit in any court of competent jurisdiction to recover the amount of 
any such taxes so paid under protest, and any amount so recovered shall 
belong to Tenant.

     (b) if the Tenant improvements in the Premises, whether installed, 
and/or paid for by Landlord or Tenant and whether or not affixed to the real 
property so as to become a part thereof, are assessed for real property tax 
purposes at a valuation higher than the valuation at which standard office 
improvements in other space in the Complex are assessed, then the real 
property taxes and assessments levied against Landlord or the Complex by 
reason of such excess assessed valuation shall be deemed to be taxes levied 
against personal property of Tenant and shall be governed by the provisions 
of 12Ba above. If the records of the County Assessor are available and 
sufficiently detailed to serve as a basis for determining whether said Tenant 
improvements are assessed at a higher valuation than standard office 
improvements in other space in the Complex, such records shall be binding on 
both the Landlord and the Tenant. If the records of the County Assessor are 
not available or sufficiently detailed to serve as a basis for making said 
determination, the actual cost of construction shall be used.

13.  LIABILITY INSURANCE  Tenant at Tenant's expense, agrees to keep in force 
during the term of this Lease a policy of commercial general insurance with 
combined single limit coverage of not less than Two Million Dollars 
($2,000,000) for injuries to or death of persons occurring in, on or about 
the Premises or the Complex, and property damage insurance with limits of 
$500,000. The policy or policies affecting such insurance, certificates of 
insurance of which shall be furnished to Landlord, shall name Landlord as 
additional insureds, and shall insure any liability of Landlord, contingent 
or otherwise, as respects acts or omissions of Tenant, its agents, employees 
or invitees or otherwise by any conduct or transactions of any of said 
persons in or about or concerning the Premises, including any failure of 
Tenant to observe or perform any of its obligations hereunder; shall be 
issued by an insurance company admitted to transact business in the State of 
California; and shall provide that the insurance effected thereby shall not 
be canceled, except upon thirty (30) days' prior written notice to Landlord. 
If, during the term of this Lease, in the considered opinion of Landlord's 
Lender, insurance advisor, or counsel, the amount of insurance described in 
this paragraph 13 is not adequate. Tenant agrees to increase said coverage to 
such reasonable amount as Landlord's Lender, insurance advisor, or counsel 
shall deem adequate.

14.  TENANT'S PERSONAL PROPERTY INSURANCE AND WORKMAN'S COMPENSATION 
INSURANCE  Tenant shall maintain a policy or policies of fire and property 
damage insurance in "all risk" form with a sprinkler leakage endorsement 
insuring the personal property, inventory, trade fixtures, and leasehold 
improvements within the leased Premises for the full replacement value 
thereof. The proceeds from any of such policies shall be used for the repair 
or replacement of such items so insured.

     Tenant shall also maintain a policy or policies of workman's 
compensation insurance and any other employee benefit insurance sufficient to 
comply with all laws.

15.  PROPERTY INSURANCE  Landlord shall purchase and keep in force and as 
Additional Rent and in accordance with Paragraph 4D of this Lease, Tenant 
shall pay to Landlord (or Landlord's agent if so directed by Landlord) 
Tenant's proportionate share (calculated on a square footage or other 
equitable basis as calculated by Landlord) of the deductibles on insurance 
claims and the cost of policy or policies of insurance covering loss or 
damage to the Premises and Complex in the amount of the full replacement 
value thereof, providing protection against those perils included within the 
classification of "all risks" insurance and flood and/or earthquake 
insurance, if available, plus a policy of rental income insurance in the 
amount of one hundred (100%) percent of twelve (12) months Basic Rent, plus 
sums paid as Additional Rent and any deductibles related thereto. If such 
insurance cost is increased due to Tenant's use of the Premises or the 
Complex, Tenant agrees to pay to Landlord the full cost of such increase. 
Tenant shall have no interest in nor any right to the proceeds of any 
insurance procured by Landlord for the Complex.

     Landlord and Tenant do each hereby respectively release the other, to 
the extent of insurance coverage of the releasing party, from any liability 
for loss or damage caused by fire or any of the extended coverage casualties 
included in the releasing party's insurance policies, irrespective of the 
cause of such fire or casualty; provided, however, that if the insurance 
policy of either releasing party prohibits such waiver, then this waiver 
shall not take effect until consent to such waiver is obtained. If such 
waiver is so prohibited, the insured party affected shall promptly notify 
the other party thereof.

16.  INDEMNIFICATION  Landlord shall not be liable to Tenant and Tenant 
hereby waives all claims against Landlord for any injury to or death of any 
person or damage to or destruction of property in or about the Premises or 
the Complex by or from any cause whatsoever, including, without limitation, 
gas, fire, oil, electricity or leakage of any character from the roof, walls, 
basement or other portion of the Premises or the Complex but excluding, 
however, the willful misconduct or negligence of Landlord, its agents, 
servants, employees, invitees, or contractors of which negligence Landlord 
has knowledge and reasonable time to correct. Except as to injury to persons 
or damage to property to the extent arising from the willful misconduct or 
the negligence of Landlord, its agents, servants, employees, invitees, or 
contractors, Tenant shall hold Landlord harmless from and defend Landlord 
against any and all expenses, including reasonable attorneys' fees, in 
connection therewith, arising out of any injury to or death of any person or 
damage to or destruction of property occurring in, on or about the Premises, 
or any part thereof, from any cause whatsoever. Tenant shall not indemnify 
Landlord with respect to the acts or omissions of third party tenants of the 
Complex or their agents, employees or contractors.

17.  COMPLIANCE  Tenant, at its sole cost and expense, shall promptly comply 
with all laws, statutes, ordinances and governmental rules, regulations or 
requirements now or hereafter in effect; with the requirements of any board 
of fire underwriters or other similar body now or hereafter constituted; and 
with any direction or occupancy certificate issued pursuant to law by any 
public officer; provided, however, that no such failure shall be deemed a 
breach of the provisions if Tenant, immediately upon notification, commences 
to remedy or rectify said failure. The judgment of any court of competent 
jurisdiction or the admission of Tenant in any action against Tenant, whether 
Landlord be a party thereto or not, that Tenant has violated any such law, 
statute, ordinance or governmental rule, regulation, requirement, direction 
or provision, shall be conclusive of that fact as between Landlord and 
Tenant. This paragraph shall not be interpreted as requiring Tenant to make 
structural changes or improvements, except to the extent such changes or 
improvements are required as a result of Tenant's use of the Premises. Tenant 
shall, at its sole cost and expense, comply with any and all requirements 
pertaining to said Premises, of any insurance organization or company, 
necessary for the maintenance of reasonable fire and public liability 
insurance covering the Premises. See Paragraph 58

18.  LIENS  Tenant shall keep the Premises and the Complex free from any 
liens arising out of any work performed, materials furnished or obligation 
incurred by Tenant in the event that Tenant shall not, within ten (10) days 
following the imposition of such lien, cause the same to be released of 
record. Landlord shall have, in addition to all other remedies provided 
herein and by law, the right, but no obligation, to cause the same to be 
released by such means as it shall deem proper, including payment of the 
claim giving rise to such lien. All sums paid by Landlord for such purpose, 
and all expenses incurred by it in connection therewith, shall be payable to 
Landlord by Tenant on demand with interest at the prime rate of interest as 
quoted by the Bank of America. See Paragraph 53


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19.  ASSIGNMENT AND SUBLETTING  Tenant shall not assign, transfer, or 
hypothecate the leasehold estate under this Lease, or any interest herein, 
and shall not sublet the Premises, or any part thereof, or any right or 
privilege appurtenant thereto, or suffer any other person or entity to occupy 
or use the Premises, or any portion thereof, without, in each case, the prior 
written consent of Landlord which consent will not be unreasonably withheld. 
As a condition for granting this consent to any assignment, transfer, or 
subletting, Landlord may require that Tenant agrees to pay to Landlord, as 
additional rent, all rents or additional consideration received by Tenant 
from its assignees, transferees, or subtenants in excess of the rent payable 
by Tenant to Landlord hereunder. Tenant shall, by thirty (30) days written 
notice, advise Landlord of its intent to assign or transfer Tenant's interest 
in the Lease or sublet the Premises or any portion thereof for any part of 
the term hereof. Within thirty (30) days after receipt of said written 
notice, Landlord may, in its sole discretion, elect to terminate this Lease 
as to the portion of the Premises described in Tenant's notice on the date 
specified in Tenant's notice by giving written notice of such election to 
terminate. If Landlord so notifies Tenant, Tenant may, within 3 days of 
receipt of said notification from Landlord, elect to withdraw its prior 
notice to Landlord and this Lease shall remain in full force and effect 
provided that Tenant continues to meet all of its obligations under this 
Lease. If no such notice to terminate is given to Tenant within said thirty 
(30) day period, Tenant may proceed to locate an acceptable sublessee, 
assignee, or other transferee for presentment to Landlord for Landlord's 
approval, all in accordance with the terms, covenants, and conditions of this 
paragraph 19. If Tenant intends to sublet the entire Premises and Landlord 
elects to terminate this Lease, this Lease shall be terminated on the date 
specified in Tenant's notice. If, however, this Lease shall terminate 
pursuant to the foregoing with respect to less than all the Premises, the 
rent, as defined and reserved hereinabove shall be adjusted on a pro rata 
basis to the number of square feet retained by Tenant, and this Lease as so 
amended shall continue in full force and effect. In the event Tenant is 
allowed to assign, transfer or sublet the whole or any part of the Premises, 
with the prior written consent of Landlord, no assignee, transferee or 
subtenant shall assign or transfer this Lease, either in whole or in part, or 
sublet the whole or any part of the Premises, without also having obtained 
the prior written consent of Landlord which consent shall not be unreasonably 
withheld. A consent of Landlord to one assignment, transfer, hypothecation, 
subletting, occupation or use by any other person shall not release Tenant 
from any of Tenant's obligations hereunder or be deemed to be a consent to 
any subsequent similar or dissimilar assignment, transfer, hypothecation, 
subletting, occupation or use by any other person. Any such assignment, 
transfer, hypothecation, subletting, occupation or use without such consent 
shall be void and shall constitute a breach of this Lease by Tenant and 
shall, at the option of Landlord exercised by written notice to Tenant, 
terminate this Lease. The leasehold estate under this Lease shall not, nor 
shall any interest therein, be assignable for any purpose by operation of law 
without the written consent of Landlord which consent shall not be 
unreasonably withheld. As a condition to its consent, Landlord may require 
Tenant to pay all expenses in connection with the assignment, and Landlord 
may require Tenant's assignee or transferee (or other assignees or 
transferees) to assume in writing all of the obligations under this Lease and 
for Tenant to remain liable to Landlord under the Lease.

     See Paragraph 49

20.  SUBORDINATION AND MORTGAGES  In the event Landlord's title or leasehold 
interest is now or hereafter encumbered by a deed of trust, upon the interest 
of Landlord in the land and buildings in which the demised Premises are 
located, to secure a loan from a lender (hereinafter referred to as "Lender") 
to Landlord, Tenant shall, at the request of Landlord or Lender, execute in 
writing an agreement subordinating its rights under this Lease to the lien of 
such deed of trust, or, if so requested, agreeing that the lien of Lender's 
deed of trust shall be or remain subject and subordinate to the rights of 
Tenant under this Lease. Notwithstanding any such subordination, Tenant's 
possession under this Lease shall not be disturbed if Tenant is not in 
default and so long as Tenant shall pay all rent and observe and perform all 
of the provisions set forth in this Lease.

     See Paragraph 61

21.  ENTRY BY LANDLORD  Landlord reserves, and shall at all reasonable times 
after at least 24 hours notice (except in emergencies) have, the right to 
enter the Premises to inspect them; to perform any services to be provided by 
Landlord hereunder; to submit the Premises to prospective purchasers, 
mortgagers or tenants; to post notices of nonresponsibility; and to alter, 
improve or repair the Premises and any portion of the Complex, all without 
abatement of rent; and may erect scaffolding and other necessary structures 
in or through the Premises where reasonably required by the character of the 
work to be performed; provided, however that the business of Tenant shall be 
interfered with to the least extent that is reasonably practical. For each of 
the foregoing purposes, Landlord shall at all times have and retain a key 
with which to unlock all of the doors in an emergency in order to obtain 
entry to the Premises, and any entry to the Premises obtained by Landlord by 
any of said means, or otherwise, shall not under any circumstances be 
construed or deemed to be a forcible or unlawful entry into or a detainer of 
the Premises or an eviction, actual or constructive, of Tenant from the 
Premises or any portion thereof. Landlord shall also have the right at any 
time to change the arrangement or location of entrances or passageways, doors 
and doorways, and corridors, elevators, stairs, toilets or other public parts 
of the Complex and to change the name, number or designation by which the 
Complex is commonly known, and none of the foregoing shall be deemed an 
actual or constructive eviction of Tenant, or shall entitle Tenant to any 
reduction of rent hereunder. See Paragraph 59

22.  BANKRUPTCY AND DEFAULT  The commencement of a bankruptcy action or 
liquidation action or reorganization action or insolvency action or an 
assignment of or by Tenant for the benefit of creditors, or any similar 
action undertaken by Tenant, or the insolvency of Tenant, shall, at 
Landlord's option, constitute a breach of this Lease by Tenant. If the 
trustee or receiver appointed to serve during a bankruptcy, liquidation, 
reorganization, insolvency or similar action elects to reject Tenant's 
unexpired Lease, the trustee or receiver shall notify Landlord in writing of 
its election within thirty (30) days after an order for relief in a 
liquidation action or within thirty (30) days after the commencement of any 
action.

     Within thirty (30) days after court approval of the assumption of this 
Lease, the trustee or receiver shall cure (or provide adequate assurance to 
the reasonable satisfaction of Landlord that the trustee or receiver shall 
cure) any and all previous defaults under the unexpired Lease and shall 
compensate Landlord for all actual pecuniary loss and shall provide adequate 
assurance of future performance under said Lease to the reasonable 
satisfaction of Landlord. Adequate assurance of future performance, as used 
herein, includes, but shall not be limited to: (i) assurance of source and 
payment of rent, and other consideration due under this Lease; (ii) assurance 
that the assumption or assignment of this Lease will not breach substantially 
any provision, such as radius, location, use, or exclusivity provision, in 
any agreement relating to the above described Premises.

     Nothing contained in this section shall affect the existing right of 
Landlord to refuse to accept an assignment upon commencement of or in 
connection with a bankruptcy, liquidation, reorganization or insolvency 
action or an assignment of Tenant for the benefit of creditors or other 
similar act. Nothing contained in this Lease shall be construed as giving or 
granting or creating an equity in the demised Premises to Tenant. In no event 
shall the leasehold estate under this Lease, or any interest therein, be 
assigned by voluntary or involuntary bankruptcy proceeding without the prior 
written consent of Landlord. In no event shall this Lease or any rights or 
privileges hereunder be an asset of Tenant under any bankruptcy, insolvency 
or reorganization proceedings.

     The failure to perform or honor any covenant, condition or 
representation made under this Lease shall constitute a default hereunder by 
Tenant upon expiration of the appropriate grace period hereinafter provided. 
Tenant shall have a period of five (5) days from the date of written notice 
from Landlord within which to cure any default in the payment of rental or 
adjustment thereto. Tenant shall have a period of thirty (30) days from the 
date of written notice from Landlord within which to cure any other default 
under this Lease; provided, however, that if the nature of Tenant's failure 
is such that more than thirty (30) days is reasonably required to cure the 
same, Tenant shall not be in default so long as Tenant commences performance 
within the thirty (30) day period and thereafter prosecutes the same to 
completion. Upon an uncured default of this Lease by Tenant, Landlord shall 
have the following rights and remedies in addition to any other rights or 
remedies available to Landlord at law or in equity:

     (a). The rights and remedies provided for by California Civil Code 
Section 1951.2, including but not limited to, recovery of the worth at the 
time of award of the amount by which the unpaid rent for the balance of the 
term after the time of award exceeds the amount of rental loss for the same 
period that Tenant proves could be reasonably avoided, as computed pursuant 
to subsection (b) of said Section 1951.2. Any proof by Tenant under 
subparagraphs (2) and (3) of Section 1951.2 of the California Civil Code of 
the amount of rental loss that could be reasonably avoided shall be made in 
the following manner: Landlord and Tenant shall each select a licensed real 
estate broker in the business of renting property of the same type and use as 
the Premises and in the same geographic vicinity. Such two real estate 
brokers shall select a third licensed real estate broker, and the three 
licensed real estate brokers so selected shall determine the amount of the 
rental loss that could be reasonably avoided from the balance of the term of 
this Lease after the time of award. The decision of the majority of said 
licensed real estate brokers shall be final and binding upon the parties 
hereto.

     (b). The rights and remedies provided by California Civil Code Section 
which allows Landlord to continue the Lease in effect and to enforce all of 
its rights and remedies under this Lease, including the right to recover rent 
as it becomes due, for so long as Landlord does not terminate Tenant's right 
to possession; acts of maintenance or preservation, efforts to relet the 
Premises, or the appointment of a receiver upon Landlord's initiative to 
protect its interest under this Lease shall not constitute a termination of 
Tenant's right to possession.

     (c). The right to terminate this Lease by giving notice to Tenant in 
accordance with applicable law.

     (d). To the extent permitted by law the right and power, to enter the 
Premises and remove therefrom all persons and property, to store such 
property in a public warehouse or elsewhere as the cost of and for the 
account of Tenant, and to sell such property and apply such proceeds 
therefrom pursuant to applicable California law. Landlord, may from time to 
time sublet the Premises or any part thereof for such term or terms (which 
may extend beyond the term of this Lease) and at such rent and such other 
terms as Landlord in its sole discretion may deem advisable, with the right 
to make alterations and repairs to the Premises. Upon each subletting, (i) 
Tenant shall be immediately liable to pay Landlord, in addition to 
indebtedness other than rent due hereunder, the cost of such subletting, 
including, but not limited to, reasonable attorneys' fees, and any real 
estate commissions actually paid, and the cost of such alterations and 
repairs incurred by Landlord and the amount, if any, by which the rent 
hereunder for the period of such subletting (to the extent such period does 
not exceed the term hereof) exceeds the amount to be paid as rent for the 
Premises for such period or (ii) at the option of Landlord, rents received 
from such subletting shall be applied first to payment of indebtedness other 
than rent due hereunder from Tenant to Landlord; second, to the payment of 
any costs of such subletting and of such alterations and repairs; third to 
payment of rent due and unpaid hereunder; and the residue, if any, shall be 
held by Landlord and applied in payment of future rent as the same becomes 
due hereunder. If Tenant has been credited with any rent to be received by 
such subletting under option (i) and such rent shall not be promptly paid to 
Landlord by the subtenant(s), or if such rentals received from such 
subletting under option (ii) during any month be less than that to be paid 
during that month by Tenant hereunder, Tenant shall pay any such deficiency 
to Landlord. Such deficiency shall be calculated and paid monthly. No taking 
possession of the Premises by Landlord shall be construed as an election on 
its part to terminate this Lease unless a written notice of such



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intention be given to Tenant. Notwithstanding any such subletting without 
termination, Landlord may at any time hereafter elect to terminate this Lease 
for such previous breach.

     (c). The right to have a receiver appointed for Tenant upon application 
by Landlord, to take possession of the Premises and to apply any rental 
collected from the Premises and to exercise all other rights and remedies 
granted to Landlord pursuant to subparagraph d, above (except that Tenant 
may vacate so long as it pays rent, provides an on-site security guard during 
normal business hours from Monday through Friday, and otherwise performs its 
obligations hereunder).

23. ABANDONMENT. Tenant shall not vacate or abandon the Premises at any time 
during the term of this Lease and if Tenant shall abandon, vacate or 
surrender the Premises, or be dispossessed by the process of law, or 
otherwise, any personal property belonging to Tenant and left on the Premises 
shall be deemed to be abandoned at the option of Landlord, except such 
property as may be mortgaged to Landlord.

24. DESTRUCTION. In the event the Premises are destroyed in whole or in part 
from any cause, except for routine maintenance and repairs and incidental 
damage and destruction caused from vandalism and accidents for which Tenant 
is responsible for under Paragraph 10. Landlord may, at its option:

   (a) Rebuild or restore the Premises to their condition prior to the 
       damage or destruction, or

   (b) Terminate this Lease (providing that the Premises is damaged to the 
       extent of 33 1/3% of the replacement cost).

    If Landlord does not give Tenant notice in writing within thirty (30) 
days from the destruction of the Premises of its election to either rebuild 
and restore them, or to terminate this Lease, Landlord shall be deemed to 
have elected to rebuild or restore them, in which event Landlord agrees, at 
its expense, promptly to rebuild or restore the Premises to their condition 
prior to the damage or destruction. Tenant shall be entitled to a reduction 
in rent while such repair is being made in the proportion that the area of 
the Premises rendered untenantable by such damage bears to the total area of 
the Premises. If Landlord initially estimates that the rebuilding or 
restoration will exceed 180 days or if Landlord does not complete the 
rebuilding or restoration within one hundred eighty (180) days following the 
date of destruction (such period of time to be extended for delays caused by 
the fault or neglect of Tenant or because of Acts of God, acts of public 
agencies, labor disputes, strikes, fires, freight embargoes, rainy or stormy 
weather, inability to obtain materials, supplies or fuels, acts of 
contractors or subcontractors, or delay of the contractors or subcontractors 
due to such causes or other contingencies beyond the control of Landlord), 
then Tenant shall have the right to terminate this Lease by giving fifteen 
(15) days prior written notice to Landlord. Notwithstanding anything herein 
to the contrary, Landlord's obligation to rebuild or restore shall be limited 
to the building and interior improvements constructed by Landlord as they 
existed as of the commencement date of the Lease and shall not include 
restoration of Tenant's trade fixtures, equipment, merchandise, or any 
improvements, alterations or additions made by Tenant to the Premises, which 
Tenant shall forthwith replace or fully repair at Tenant's sole cost and 
expense provided this Lease is not cancelled according to the provisions 
above.

    Unless this Lease is terminated pursuant to the foregoing provisions, 
this Lease shall remain in full force and effect. Tenant hereby expressly 
waives the provisions of Section 1932, Subdivision 2, in Section 1933, 
Subdivision 4 of the California Civil Code.

    In the event that the building in which the Premises are situated is 
damaged or destroyed to the extent of not less than 33 1/3% of the 
replacement cost thereof, Landlord may elect to terminate this Lease, whether 
the Premises be injured or not.

25. EMINENT DOMAIN. If all or any part of the Premises shall be taken by any 
public or quasi-public authority under the power of eminent domain or 
conveyance in lieu thereof, this Lease shall terminate as to any portion of 
the Premises so taken or conveyed on the date when title vests in the 
condemnor, and Landlord shall be entitled to any and all payment, income, 
rent, award, or any interest therein whatsoever which may be paid or made in 
connection with such taking or conveyance, and Tenant shall have no claim 
against Landlord or otherwise for the value of any unexpired term of this 
Lease. Notwithstanding the foregoing paragraph, any compensation specifically 
awarded Tenant for loss of business. Tenant's personal property, moving cost 
or loss of goodwill, shall be and remain the property of Tenant.

    If (i) any action or proceeding is commenced for such taking of the 
Premises or any part thereof, or if Landlord is advised in writing by any 
entity or body having the right or power of condemnation of its intention to 
condemn the premises or any portion thereof, or (ii) any of the foregoing 
events occur with respect to the taking of any space in the Complex not 
leased hereby, or if any such spaces so taken or conveyed in lieu of such 
taking and Landlord shall decide to discontinue the use and operation of the 
Complex, or decide to demolish, alter or rebuild the Complex, then, in any of 
such events Landlord shall have the right to terminate this Lease by giving 
Tenant written notice thereof within sixty (60) days of the date of receipt 
of said written advice, or commencement of said action or proceeding, or 
taking conveyance, which termination shall take place as of the first to 
occur of the last day of the calendar month next following the month in which 
such notice is given or the date on which title to the Premises shall vest in 
the condemnor.

    In the event of such a partial taking or conveyance of the Premises, if 
the portion of the Premises taken or conveyed is so substantial that the 
Tenant can no longer reasonably conduct its business. Tenant shall have the 
right to terminate this Lease within sixty (60) days from the date of such 
taking or conveyance, upon written notice to Landlord of its intention so to 
do, and upon giving such notice this Lease shall terminate on the last day of 
the calendar month next following the month in which such notice is given, 
upon payment by Tenant of the rent from the date of such taking or conveyance 
to the date of termination.

    If a portion of the Premises be taken by condemnation or conveyance in 
lieu thereof and neither Landlord nor Tenant shall terminate this Lease as 
provided herein, this Lease shall continue in full force and effect as to the 
part of the Premises not so taken or conveyed, and the rent herein shall be 
apportioned as of the date of such taking or conveyance so that thereafter 
the rent to be paid by Tenant shall be in the ratio that the area of the 
portion of the Premises not so taken or conveyed bears to the total area of 
the Premises prior to such taking.

26. SALE OR CONVEYANCE BY LANDLORD. In the event of a sale or conveyance of 
the Complex or any interest therein, by any owner of the reversion then 
constituting Landlord, the transferor shall thereby be released from any 
further liability upon any of the terms, convenants or conditions (express or 
implied) herein contained in favor of Tenant, and in such event, insofar as 
such transfer is concerned. Tenant agrees to look solely to the 
responsibility of the successor in interest of such transferor in and to the 
Complex and this Lease. This Lease shall not be affected by any such sale or 
conveyance, and Tenant agrees to attorn to the successor in interest of such 
transferor. In the event of a sale of the Premises by Landlord, Landlord 
shall deliver a copy of the assignment agreement to Tenant, and Landlord 
shall deliver the unapplied balance (if any) of the Security Deposit 
hereunder and any prepaid Rent to the purchaser/transferee as so stated in 
the assignment and/or estoppel statement.

27. ATTORNMENT TO LENDER OR THIRD PARTY. In the event the interest of 
Landlord in the land and buildings in which the leased Premises are located 
(whether such interest of Landlord is a fee title interest or a leasehold 
interest is encumbered by deed of trust, and such interest is acquired by the 
lender or any third party through judicial foreclosure or by exercise of a 
power of sale of private trustee's foreclosure sale. Tenant hereby agrees to 
attorn to the purchaser at any such foreclosure sale and to recognize such 
purchaser as the Landlord under this Lease. In the event the lien of the deed 
of trust securing the loan from a Lender to Landlord is prior and paramount 
to the Lease, this Lease shall nonetheless continue in full force and effect 
for the remainder of the unexpired term thereof, at the same rental herein 
reserved and upon all the other terms, conditions and convenants herein 
contained.

28. HOLDING OVER. Any holding over by Tenant after expiration or other 
termination of the term of this Lease with the written consent of Landlord 
delivered to Tenant shall not constitute a renewal or extension of the Lease 
or give Tenant any rights in or to the leased Premises except as expressly 
provided in this Lease. Any holding over after the expiration or other 
termination of the term of this Lease, with the consent of Landlord, shall be 
construed to be a tenancy from month to month, on the same terms and 
conditions herein specified insofar as applicable except that the monthly 
Basic Rent shall be increased to an amount equal to one hundred twenty five 
(125%) percent of the monthly Basic Rent required during the last month of 
the Lease term.

29. CERTIFICATE OF ESTOPPEL. Tenant shall at any time upon not less than ten 
(10) days prior written notice to Landlord execute, acknowledge and deliver 
to Landlord a statement in writing (i) certifying that this Lease is 
unmodified and in full force and effect (or, if modified, stating the nature 
of such modification and certifying that this Lease, as so modified, is in 
full force and effect) and the date to which the rent and other charges are 
paid in advance, if any, and (ii) acknowledging that there are not, to 
Tenant's knowledge, any uncured defaults on the part of Landlord hereunder, 
or specifying such defaults, if any, are claimed. Any such statement may be 
conclusively relied upon by any prospective purchaser or encumbrancer of the 
Premises. Tenant's failure to deliver such statement within such time shall 
be conclusive upon Tenant that this Lease is in full force and effect, 
without modification except as may be represented by Landlord; that there are 
no uncured defaults in Landlord's performance, and that not more than one 
month's rent has been paid in advance.

30. CONSTRUCTION CHANGES. It is understood that the description of the 
Premises and the location of ductwork, plumbing and other facilities 
therein are subject to such minor changes as Landlord or Landlord's architect 
determines to be desirable in the course of construction of the Premises, 
and no such changes, or any changes in plans for any other portions of the 
Complex shall affect this Lease or entitle Tenant to any reduction of rent 
hereunder or result in any liability of Landlord to Tenant. Landlord does not 
guarantee the accurancy of any drawings supplied to Tenant and verification 
of the accuracy of such drawings rests with Tenant.

31. RIGHT OF LANDLORD TO PERFORM. All terms, convenants and conditions of 
this Lease to be performed or observed by Tenant shall be performed or 
observed by Tenant at Tenant's sole cost and expense and without any 
reduction of rent. If Tenant shall fail to pay any sum of money, or other 
rent, required to be paid by it hereunder or shall fail to perform any other 
term or convenant hereunder on its part to be performed, and such failure 
shall continue for five (5) days after written notice thereof by Landlord. 
Landlord, without waiving or releasing Tenant from any obligation of Tenant 
hereunder, may, but shall not be obligated to make any such payment or perform



                                page 6

<PAGE>

any such other term or covenant on Tenant's part to be performed. All sums so 
paid by Landlord and all necessary costs of such performance by Landlord 
together with interest thereon at the rate of the prime rate of interest per 
annum as quoted by the Bank of America from the date of such payment or 
performance by Landlord, shall be paid (and Tenant covenants to make such 
payment) to Landlord on demand by Landlord, and Landlord shall have (in 
addition to any other right or remedy of Landlord) the same rights and 
remedies in the event of nonpayment by Tenant as in the case of failure by 
Tenant in the payment of rent hereunder.

32.  ATTORNEY'S FEES.

     (A)  In the event that either Landlord or Tenant should bring suit for 
the possession of the Premises, for the recovery of any sum due under this 
Lease, or because of the breach of any provision of this Lease, or for any 
other relief against the other party hereunder, then all costs and expenses, 
including reasonable attorneys' fees, incurred by the prevailing party 
therein shall be paid by the other party, which obligation on the part of the 
other party shall be deemed to have accrued on the date of the commencement 
of such action and shall be enforceable whether or not the action is 
prosecuted to judgement.

     (B)  Should Landlord be named as a defendant in any suit brought against 
Tenant in connection with or arising out of Tenant's occupancy hereunder, 
Tenant shall pay to Landlord its costs and expenses incurred in such suit, 
including a reasonable attorney's fee.

33.  WAIVER  The waiver by either party of the other party's failure to 
perform or observe any term, covenant or condition herein contained to be 
performed or observed by such waiving party shall not be deemed to be a 
waiver of such term, covenant or condition or of any subsequent failure of 
the party failing to perform or observe the same or any other such term, 
covenant or condition therein contained, and no custom or practice which may 
develop between the parties hereto during the term hereof shall be deemed a 
waiver of, or in any way affect, the right of either party to insist upon 
performance and observance by the other party in strict accordance with the 
terms hereof.

34.  NOTICES  All notices, demands, requests, advices or designations which 
may be or are required to be given by either party to the other hereunder 
shall be in writing. All notices, demands, requests, advices or designations 
by Landlord to Tenant shall be sufficiently given, made or delivered if 
personally served on Tenant by leaving the same at the Premises or if sent by 
United States certified or registered mail, postage prepaid, addressed to 
Tenant at the Premises. All notices demands, requests, advices or 
designations by Tenant to Landlord shall be sent by United States certified 
or registered mail, postage prepaid, addressed to Landlord at is offices at 
Westport Investments, c/o Peery/Arrillaga, 2560 Mission College Blvd., #101 
------------------------------------------------------------------------------- 
Santa Clara, CA 95054. Each notice, request, demand, advice or designation 
--------------------- 
referred to in this paragraph shall be deemed received on the date of the 
personal service or mailing thereof in the manner herein provided, as the 
case may be.

35.  EXAMINATION OF LEASE  Submission of this instrument for examination or 
signature by Tenant does not constitute a reservation of or option for a 
lease, and this instrument is not effective as a lease or otherwise until its 
execution and delivery by both Landlord and Tenant.

36.  DEFAULT BY LANDLORD  Landlord shall not be in default unless Landlord 
fails to perform obligations required of Landlord within a reasonable time, 
but in no event earlier than thirty (30) days after written notice by Tenant 
to Landlord and to the holder of any first mortgage or deed of trust covering 
the Premises whose name and address shall have heretofore been furnished to 
Tenant in writing, specifying wherein Landlord has failed to perform such 
obligations; provided, however, that if the nature of Landlord's obligations 
is such that more than thirty (30) days are required for performance, then 
Landlord shall not be in default if Landlord commences performance within 
such thirty (30) day period and thereafter diligently prosecutes the same to 
completion.

37.  CORPORATE AUTHORITY  If a Tenant is a corporation, (or a partnership) 
each individual executing this Lease on behalf of said corporation (or 
partnership) represents and warrants that he is duly authorized to execute 
and deliver this Lease on behalf of said corporation (or partnership) in 
accordance with the by-laws of said corporation (or partnership in accordance 
with the partnership agreement) and that this Lease is binding upon said 
corporation (or partnership) in accordance with its terms. If tenant is a 
corporation, Tenant shall, within thirty (30) days after execution of this 
Lease, deliver to Landlord a certified copy of the resolution of the Board of 
Directors of said corporation authorizing or ratifying the execution of this 
Lease.

38.  BASIC RENT ADJUSTMENT

     See Paragraph 44

39.  LIMITATION OF LIABILITY  In consideration of the benefits accruing 
hereunder, Tenant and all successors and assigns covenant and agree that, in 
the event of any actual or alleged failure, breach or default hereunder by 
Landlord:

     (i) the sole and exclusive remedy shall be against Landlord's interest 
     in the Premises leased herein;

     (ii) no partner of Landlord shall be sued or named as a party in any 
     suit or action (except as may be necessary to secure jurisdiction of the 
     partnership)

     (iii) no service of process shall be made against any partner of 
     Landlord (except as may be necessary to secure jurisdiction of the 
     partnership)

     (iv) no partner of Landlord shall be required to answer or otherwise 
     plead to any service of process;

     (v) no judgment will be taken against any partner of Landlord;

     (vi) any judgment taken against any partner of Landlord may be vacated 
     and set aside at any time without hearing;

     (vii) no writ of execution will ever be levied against the assets of any 
     partner of Landlord;

     (viii) these covenants and agreements are enforceable both by Landlord 
     and also by any partner of Landlord.

     Tenant agrees that each of the foregoing covenants and agreements shall 
be applicable to any covenant or agreement either expressly contained in this 
Lease or imposed by statute or at common law.

40.  MISCELLANEOUS AND GENERAL PROVISIONS

     a.  Tenant shall not, without the written consent of Landlord, use the 
     name of the building for any purpose other than as the address of the 
     business conducted by Tenant in the Premises.

     b.  This Lease shall in all respects be governed by and construed in 
     accordance with the laws of the State of California. If any provision of 
     this Lease shall be invalid, unenforceable or ineffective for any reason 
     whatsoever, all other provisions hereof shall be and remain in full 
     force and effect.

     c.  The term "Premises" includes the space leased hereby and any 
     improvements now or hereafter installed therein or attached thereto. The 
     term "Landlord" or any pronoun used in place thereof includes the plural 
     as well as the singular and the successors and assigns of Landlord. The 
     term "Tenant" or any pronoun used in place thereof includes the plural 
     as well as the singular and individuals, firms, associations, 
     partnerships and corporations, and their and each of their respective 
     heirs, executors, administrators, successors and permitted assigns, 
     according to the context hereof, and the provisions of this Lease shall 
     inure to the benefit of and bind such heirs, executors, administrators, 
     successors and permitted assigns.

          The term "person" includes the plural as well as the singular and 
     individuals, firms, associations, partnerships and corporations. Words 
     used in any gender include other genders. If there be more than one 
     Tenant the obligations of Tenant hereunder are joint and several. The 
     paragraph headings of this Lease are for convenience of reference only 
     and shall have no effect upon the construction or interpretation of any 
     provision hereof.

     d.  Time is of the essence of this Lease and of each and all of its 
     provisions.


                                                                 /s/illegible
                                                                 ------------


                                       page 7 of 8

<PAGE>

     e.  At the expiration or earlier termination of this Lease, Tenant shall 
     execute, acknowledge and deliver to Landlord, within ten (10) days after 
     written demand from Landlord to Tenant, any quitclaim deed or other 
     document required by any reputable title company, licensed to operate in 
     the State of California, to remove the cloud or encumbrance created by 
     this Lease from the real property of which Tenant's Premises are a part.

     f.  This instrument along with any exhibits and attachments hereto 
     constitutes the entire agreement between Landlord and Tenant relative to 
     the Premises and this agreement and the exhibits and attachments may be 
     altered, amended or revoked only by an instrument in writing signed by 
     both Landlord and Tenant. Landlord and Tenant agree hereby that all 
     prior or contemporaneous oral agreements between and among themselves 
     and their agents or representatives relative to the leasing of the 
     Premises are merged in or revoked by this agreement.

     g.  Neither Landlord nor Tenant shall record this Lease or a short form 
     memorandum hereof without the consent of the other.

     h.  Tenant further agrees to execute any amendments required by a lender 
     to enable Landlord to obtain financing, so long as Tenant's rights 
     hereunder are not substantially affected.

     i.  Paragraphs  43  through  61  are added hereto and are included as a 
                    ____         ____
     part of this lease.

     j.  Clauses, plats and riders, if any, signed by Landlord and Tenant and 
     endorsed on or affixed to this Lease are a part hereof.

     k.  Tenant covenants and agrees that no diminution or shutting off of 
     light, air or view by any structure which may be hereafter erected 
     (whether or not by Landlord) shall in any way affect his Lease, entitle 
     Tenant to any reduction of rent hereunder or result in any liability of 
     Landlord to Tenant.

41.  BROKERS  Tenant warrants that it had dealings with only the following 
real estate brokers or agents in connection with the negotiation of this 
Lease:  none  and that it knows of no other real estate broker or agent who 
      _______
is entitled to a commission in connection with this Lease.

42.  SIGNS  No sign, placard, picture, advertisement, name or notice shall be 
inscribed, displayed or printed or affixed on or to any part of the outside 
of the Premises or any exterior windows of the Premises without the written 
consent of Landlord first had and obtained and Landlord shall the right to 
remove any such sign, placard, picture, advertisement, name or notice without 
notice to and at the expense of Tenant. If Tenant is allowed to print or 
affix or in any way place a sign in, on, or about the Premises, upon 
expiration or other sooner termination of this Lease, Tenant at Tenant's sole 
cost and expense shall both remove such sign and repair all damage in such a 
manner as to restore all aspects of the appearance of the Premises to the 
condition prior to the placement of said sign.

     All approved signs or lettering on outside doors shall be printed, 
painted, affixed or inscribed at the expense of Tenant by a person approved of 
by Landlord.

     Tenant shall not place anything or allow anything to be placed near the 
glass of any window, door partition or wall which may appear unsightly from 
outside the Premises.

     IN WITNESS WHEREOF, Landlord and Tenant have executed and delivered this 
Lease as of the day and year last written below.

LANDLORD:                                 TENANT:

WESTPORT INVESTMENTS                      CENTURA SOFTWARE CORPORATION
a California general partnership          a California corporation

   /s/ Illegible                             /s/ Illegible
By _________________________________      By _________________________________
   John Arrillaga, Trustee under
   Trust Agreement dated 7/20/77                Chairman & CEO
   (ARRILLAGA FAMILY TRUST) as amended    Title ______________________________

      11/15/96                                               Sam Inman III
Date: ______________________________      Print or Type Name _________________

   /s/ Illegible                                10/25/96
By _________________________________      Date: ______________________________
   Richard T. Peery, Trustee under
   Trust Agreement dated 7/20/77
   (RICHARD T. PEERY SEPARATE PROPERTY
   TRUST) as amended

      11/15/96
Date: ______________________________


                                 page 8 of 8

<PAGE>


Paragraphs 43 through 61 to Lease Agreement Dated October 14, 1996, By and 
Between Westport Investments, a California general partnership, as Landlord, 
and CENTURA SOFTWARE CORPORATION, a California corporation, as Tenant for 
48,384(PLUS)(MINUS)Square Feet of Space Located at 975 Island Drive, Redwood 
City, California.

43.  BASIC RENT: In accordance with Paragraph 4A herein and subject to 
Paragraph 44 below, the total aggregate sum of EIGHT MILLION EIGHT HUNDRED 
FIFTY FOUR THOUSAND TWO HUNDRED SEVENTY TWO AND NO/100 DOLLARS 
($8,854,272.00), shall be payable as follows:

     On June 1, 1997, the sum of ONE HUNDRED FORTY SEVEN THOUSAND FIVE 
HUNDRED SEVENTY ONE AND 20/100 DOLLARS ($147,571.20) shall be due, and a like 
sum due on the first day of each month thereafter, throughout the Term of the 
Lease; provided, however, that the monthly Basic Rental and the Aggregate 
Rent shall subject to increase pursuant to Paragraph 44.

44.  BASIC RENT ADJUSTMENT: It is hereby agreed that commencing June 1, 1998 
and on each successive one (1) year period thereafter, the monthly Basic Rent 
(as provided for in Paragraphs 4A and 43) for each succeeding one (1) year 
period of the Lease Term shall be increased over the monthly Basic Rent in 
effect at the expiration of the one (1) year period of the Lease Term 
immediately preceding by an amount equivalent to the percentage increase in 
the Consumer Price Index from the commencement of the one (1) year period of 
the Lease Term immediately preceding to the expiration of the one (1) year 
period of the Lease Term immediately preceding: i.e. from 06/97 to 06/98, 
from 06/98 to 06/99, from 06/99 to 06/00, and from 06/00 to 06/01, provided, 
however, that in no event shall the monthly Basic Rent for any one (1) year 
period of the Lease Term, after adjustment, be less than the monthly Basic 
Rent in effect at the expiration of the one (1) year period of the Lease Term 
immediately preceding. Notwithstanding the above, the cumulative CPI increase 
during the initial Lease Term shall not exceed 32% or 8% per year. For 
example, in the event the CPI adjustment for year two is 7% and 9% in year 
three, the increase for year two would be adjusted retroactively to 8% and 
the increase for year three would be reduced to 8%. The monthly Basic Rent 
shall be subject to a CPI adjustment on the following dates: June 1, 1998; 
June 1, 1999; June 1, 2000; and June 1, 2001.

     The Basic Rent shall be adjusted in accordance with the following 
formula based on the Consumer Price Index ("CPI") for all urban Consumers, 
subgroup "All Items", San Francisco-Oakland, California Metropolitan Area 
(1982-84=100) published by the Bureau of Labor Statistics, U.S. Department of 
Labor (the "Index") published nearest June 1, 1997 (the "Beginning Index") 
and the Index which is published nearest but prior to each and every 
anniversary of the June 1, 1997 date (the "Adjustment Index"). The initial 
"CPI" adjusted Basic Rent shall be calculated by multiplying the monthly 
Basic Rent of $147,571.20 provided for in Paragraphs 4A and 43 of the Lease 
by the percent increase in the Consumer Price Index. The Basic Rent for each 
succeeding one-year period will be determined by using the same formula 
applied to the prior year's adjusted monthly Basic Rent.

     Landlord will notify Tenant in writing of the CPI increase and the 
adjusted Basic Rent, if any, and Tenant will make payment on the adjusted 
amount. If the Index is changed so that the Base Year of the Index differs 
from that used as of the month immediately preceding the month in which the 
term commences, the Index shall be converted in accordance with the 
conversion factor published by the United States Department of Labor, Bureau 
of Labor Statistics. If the Index is discontinued or revised during the term, 
such other government index or other computation with which it is replaced 
shall be used in order to obtain substantially the same result as would be 
obtained if the Index had not been discontinued or revised. Each annual 
increase in the Basic Rent will be calculated as shown below in the example 
displayed:


                           CPI CALCULATION EXAMPLE
                           -----------------------

                                               CPI ANNUAL
EXAMPLE                    CPI CHANGE          INCREASE %
-------                    ----------          ----------

CPI increase               477.1*06/98         2.29%
                           -----------
                           466.4*06/97
(*factors used
for example only)


                                                      Initial: /s/ illegible
                                                               -------------


                                    Page 9


<PAGE>


Current Basic Rent         $147,571.20
Increase of 2.29%          $  3,379.38
                           -----------
New Adjusted Basic Rent    $150,950.58
 commencing June 1, 1998

45.  CONSENT: Whenever the consent of one party to the other is required 
hereunder, such consent shall not be unreasonably withheld.

46.  CHOICE OF LAW; SEVERABILITY: This Lease shall in all respects be 
governed by and construed in accordance with the laws of the State of 
California. If any provisions of this Lease shall be invalid, unenforceable, 
or ineffective for any reason whatsoever, all other provisions hereof shall 
be and remain in full force and effect.

47.  AUTHORITY TO EXECUTE: The parties executing this Lease Agreement hereby 
warrant and represent that they are properly authorized to execute this Lease 
Agreement and bind the parties on behalf of whom they execute this Lease 
Agreement and to all of the terms, covenants and conditions of this Lease 
Agreement as they relate to the respective parties hereto.

48.  ASSESSMENT CREDITS: The demised property herein may be subject to a 
special assessment levied by the City of Redwood City as part of an improvement 
District. As a part of said special assessment proceedings (if any), 
additional bonds were or may be sold and assessments were or may be levied to 
provide for construction contingencies and reserve funds. Interest shall be 
earned on such funds created for contingencies and on reserve funds which 
will be credited for the benefit of said assessment district. To the extent 
surpluses are created in said district through unused contingency funds, 
interest earnings or reserve funds, such surpluses shall be deemed the 
property of Landlord. Notwithstanding that such surpluses may be credited on 
assessments otherwise due against the Leased Premises, Tenant shall pay to 
Landlord, as additional rent if, and at the time of any such credit of 
surpluses, an amount equal to all such surpluses so credited. For example: if 
(i) the property is subject to an annual assessment of $1,000.00, and (ii) a 
surplus of $200.00 is credited towards the current year's assessment which 
reduces the assessment amount shown on the property tax bill from $1,000.00 
to $800.00, Tenant shall, upon receipt of notice from Landlord, pay to 
Landlord said $200.00 credit as Additional Rent.

49.  ASSIGNMENT AND SUBLETTING (CONTINUED):

     A.  Notwithstanding anything to the contrary in Paragraph 19, prior to 
paying any excess sublease rent to Landlord, Tenant shall first be entitled 
to recover from such excess rent the amount of any reasonable leasing 
commissions paid by Tenant to third parties not affiliated with Tenant.

     B.  In addition to and notwithstanding anything to the contrary in 
Paragraph 19 of this Lease, Landlord hereby agrees to consent to Tenant's 
assigning or subletting said Lease to any parent or subsidiary corporation, 
provided that the net worth of said parent or subsidiary corporation of said 
corporation has a net worth equal to or greater than the net worth of Tenant 
at the time of such assignment. No such assignment or subletting will release 
Tenant from its liabilities, obligations, and responsibilities under this 
Lease. Notwithstanding the above, Tenant shall be required to (a) give 
Landlord written notice prior to such assignment or subletting to any party 
as described above, and (b) execute Landlord's consent document prepared by 
Landlord reflecting the assignment or subletting.

     C.  Any and all sublease agreement(s) between Tenant and any and all 
subtenant(s) (which agreements must be consented to by Landlord, pursuant to 
the requirements of this Lease) shall contain the following language:

           "If Land and Tenant jointly and voluntarily elect, for any reason 
     whatsoever, to terminate the Master Lease prior to the scheduled Master 
     Lease termination date, then this Sublease (if then still in effect) 
     shall terminate concurrently with the termination of the Master Lease. 
     Subtenant expressly acknowledges and agrees that (1) the voluntary 
     termination of the Master Lease by Landlord and Tenant and the resulting 
     termination of this Sublease shall not give Subtenant any right or power 
     to make any legal or equitable claim against Landlord, including without 
     limitation any claim for interference with contract or interference with 
     prospective economic advantage, and (2) Subtenant hereby waives any and 
     all rights it may have under law or at equity against Landlord to 
     challenge such an early termination of the


                                                      Initial: /s/ illegible
                                                               -------------


                                   Page 10

<PAGE>


     Sublease, and unconditionally releases and relieves Landlord, and its 
     officers, directors, employees and agents, from any and all claims, 
     demands, and/or causes of action whatsoever (collectively, "Claims"), 
     whether such matters are known or unknown, latent or apparent, suspected 
     or unsuspected, foreseeable or unforeseeable, which Subtenant may have 
     arising out of or in connection with any such early termination of this 
     Sublease. Subtenant knowingly and intentionally waives any and all 
     protection which is or may be given by Section 1542 of the California 
     Civil Code which provides as follows: "A general release does not extend 
     to claims which the creditor does not know or suspect to exist in his 
     favor at the time of executing the release, which if known by him must 
     have materially affected his settlement with debtor.

          The term of this Sublease is therefore subject to early 
     termination. Subtenant's initials here below evidence (a) Subtenant's 
     consideration of and agreement to this early termination provision, (b) 
     Subtenant's acknowledgment that, in determining the net benefits to be 
     derived by Subtenant under the terms of this Sublease, Subtenant has 
     anticipated the potential for early termination, and (c) Subtenant's 
     agreement to the general waiver and release of Claims above.

       Initials:                       Initials: /s/ "illegible"
                 ----------------                ----------------
                 Subtenant                       Tenant

50.  HAZARDOUS MATERIALS: Landlord and Tenant agree as follows with respect 
to the existence or use of "Hazardous Materials" (as defined herein) on, in, 
under or about the Premises and real property located beneath said Premises 
and the common areas of the Complex (hereinafter collectively referred to as 
the "Property"):

     A.  As used herein, the term "Hazardous Materials" shall mean any 
material, waste, chemical, mixture or byproducts which is or hereafter is 
defined, listed or designated under Environmental Laws (defined below) as a 
pollutant, or as a contaminant, or as a toxic or hazardous substance, waste 
or material, or any other unwholesome, hazardous, toxic, biohazardous, or 
radioactive material, waste, chemical, mixture or byproduct, or which is 
listed, regulated or restricted by any Environmental Law (including, without 
limitation, petroleum hydrocarbons or any distillates or derivatives or 
fractions thereof, polychlorinated biphenyls, or asbestos). As used herein, 
the term "Environmental Laws" shall mean any applicable Federal, State of 
California or local government law (including common law), statute, 
regulation, rule, ordinance, permit, license, order, requirement, agreement, 
or approval, or any determination, judgment, directive, or order of any 
executive or judicial authority at any level of Federal, State of California 
or local government (whether now existing or subsequently adopted or 
promulgated) relating to pollution or the protection of the environment, 
ecology, natural resources, or public health and safety.

     B.  Tenant shall obtain Landlord's written consent, which may be 
withheld in Landlord's discretion, prior to the occurrence of any Tenant's 
Hazardous Materials Activities (defined below); provided, however, that 
Landlord's consent shall not be required for normal use in compliance with 
applicable Environmental Laws of customary household and office supplies 
(Tenant shall first provide Landlord with a list of said materials use), such 
as mild cleaners, lubricant and copier toner. As used herein, the term 
"Tenant's Hazardous Materials Activities" shall mean any and all use, 
handling, generation, storage, disposal, treatment, transportation, 
discharge, or emission of any Hazardous Materials on, in, beneath, to, from, 
at or about the Property, in connection with Tenant's use of the Property, or 
by Tenant or by any of Tenant's agents, employees, contractors, vendors, 
invites, visitors or its future subtenants or assignees. Tenant agrees that 
any and all Tenant's Hazardous Materials Activities shall be conducted in 
strict, full compliance with applicable Environmental Laws at Tenant's 
expense, and shall not result in any contamination of the Property or the 
environment. Tenant agrees to provide Landlord with prompt written notice of 
any spill or release of Hazardous Materials at the Property during the term 
of the Lease of which Tenant becomes aware, and further agrees to provide 
Landlord with prompt written notice of any violation of Environmental Laws in 
connection with Tenant's Hazardous Materials Activities of which Tenant 
becomes aware. If Tenant's Hazardous Materials Activities involve Hazardous 
Materials other than normal use of customary household and office supplies. 
Tenant also agrees at Tenant's expense: (i) to install such Hazardous 
Materials monitoring, storage and containment devices as Landlord reasonably 
deems necessary (Landlord shall have no obligation to evaluate the need for 
any such installation or to require any such installation); (ii) provide 
Landlord with a written inventory of such Hazardous Materials, including an 
update of same each year upon the anniversary date of the Commencement Date 
of the Lease ("Anniversary Date"); and (iii) on each Anniversary Date, to 
retain a qualified environmental consultant, acceptable to Landlord, to 
evaluate whether Tenant is in compliance with all applicable Environmental 
Laws with respect to Tenant's Hazardous Materials Activities. Tenant, at its 
expense, shall submit to Landlord a report from such environmental consultant 
which discusses the environmental consultant's findings


                                                      Initial: /s/ illegible
                                                               -------------


                                   Page 11
<PAGE>

within two (2) months of each Anniversary Date. Tenant, at its expense, 
shall promptly undertake and complete any and all steps necessary, and in 
full compliance with applicable Environmental Laws, to fully correct any and 
all problems or deficiencies identified by the environmental consultant, and 
promptly provide Landlord with documentation of all such corrections.

     C. Prior to termination or expiration of the Lease, Tenant, at its 
expense, shall (i) properly remove from the Property all Hazardous Materials 
which come to be located at the Property in connection with Tenant's 
Hazardous Materials Activities, and (ii) full comply with and complete all 
facility closure requirements of applicable Environmental Laws regarding 
Tenant's Hazardous Materials Activities, including but not limited to (x) 
properly restoring and repairing the Property to the extent damaged by such 
closure activities, and (y) obtaining from the local Fire Department or other 
appropriate governmental authority with jurisdiction a written concurrence 
that closure has been completed in compliance with applicable Environmental 
Laws. Tenant shall promptly provide Landlord with copies of any claims, 
notices, work plans, data and reports prepared, received or submitted in 
connection with any such closure activities.

     D. If Landlord, in its sole discretion, believes that the Property has 
become contaminated as a result of Tenant's Hazardous Materials Activities,
Landlord in addition to any other rights it may have under this Lease or 
under Environmental Laws or other laws, may enter upon the Property and 
conduct inspection, sampling and analysis, including but not limited to 
obtaining and analyzing samples of soil and groundwater, for the purpose of 
determining the nature and extent of such contamination. Tenant shall 
promptly reimburse Landlord for the costs of such an investigation, including 
but not limited to reasonable attorneys' fees Landlord incurs with respect to 
such investigation, that discloses Hazardous Materials contamination for 
which Tenant is liable under this Lease. Except as may be required of Tenant 
by applicable Environmental Laws, Tenant shall not perform any sampling, 
testing, or drilling to identify the presence of any Hazardous Materials at 
the Property, without Landlord's prior written consent which may be withheld 
in Landlord's discretion. Tenant shall promptly provide Landlord with copies 
of any claims, notices, work plans, data and reports prepared, received or 
submitted in connection with any sampling, testing or drilling performed 
pursuant to the preceding sentence.

     E. Tenant shall indemnify, defend (with legal counsel acceptable to 
Landlord, whose consent shall not unreasonably be withheld) and hold harmless 
Landlord, its employees, assigns, successors, successors-in-interest, agents 
and representatives from and against any and all claims (including but not 
limited to third party claims from a private party or a government 
authority), liabilities, obligations, losses, causes of action, demands, 
governmental proceedings or directives, fines, penalties, expenses, costs 
(including but not limited to reasonable attorneys', consultants' and other 
experts' fees and costs), and damages, which arise from or relate to: (i) 
Tenant's Hazardous Materials Activities; (ii) releases or discharges of 
Hazardous Materials at the Premises, which occur during the term of this 
Lease, subject to Landlord's Environmental Indemnity (as defined in 
subparagraphs 50F and 50G below); (iii) any Hazardous Materials contamination 
caused by Tenant prior to the Commencement Date of the Lease; or (iv) the 
breach of any obligation of Tenant under this Paragraph 50 (collectively, 
"Tenant's Environmental Indemnification"). Tenant's Environmental 
Indemnification shall include but is not limited to the obligation to 
promptly and fully reimburse Landlord for losses in or reductions to rental 
income, and diminution in fair market value of the Property. Tenant's 
Environmental Indemnification shall further include but is not limited to the 
obligation to diligently and properly implement to completion, at Tenant's 
expense, any and all environmental investigation, removal, remediation, 
monitoring, reporting, closure activities, or other environmental response 
action (collectively, "Response Actions"). Tenant shall promptly provide 
Landlord with copies of any claims, notices, work plans, data and reports 
prepared, received or submitted in connection with any Response Actions.

     F. Landlord hereby informs Tenant, and Tenant hereby acknowledges, that 
the Premises and adjacent properties overlie a former solid waste landfill 
site commonly known as the Westport Landfill ("Former Landfill"). Landlord 
further informs Tenant, and Tenant hereby acknowledges, that (i) prior 
testing has detected the presence of low levels of certain volatile and 
semi-volatile organic compounds and other contaminants in the groundwater, in 
the leachate from the landfilled solid waste, and/or in certain surface 
waters of the Property, as more fully described in Section 2.3.2 of the report 
entitled "Revised Discharge Monitoring Plan, Westport Landfill Site, Redwood 
City, California" prepared by Geomatrix Consultants, dated May 1996 
("Discharge Plan"), (ii) methane gas is or may be generated by the landfilled 
solid waste (item "i" immediately preceding and this item "ii" are hereafter 
collectively referred to as the "Landfill Contamination"), and (iii) the 
Premises and the Former Landfill are subject to the California Regional Water 
Quality Control Board's ("Regional Board") Waste Discharge Requirements Order 
No. 94-181 (the "Order"). The Order is attached hereto as EXHIBIT C. As 
evidenced by their initials set forth immediately below, Tenant acknowledges 
that Landlord has provided Tenant with copies of the environmental reports 
listed on EXHIBIT D, and


                                   Page 12

<PAGE>


Tenant acknowledges that Tenant and Tenant's experts (if any) have had ample 
opportunity to review such reports and that Tenant has satisfied itself as to 
the environmental conditions of the Property and the suitability of such 
conditions for Tenant's intended use of the Property.

        Initial: /s/illegible           Initial: /s/illegible
                 ------------                    ------------
                 Tenant                          Landlord

     G. Landlord shall indemnify, defend, and hold harmless Tenant against 
any and all claims asserted by third parties (excluding any agents, employees, 
contractors, vendors, invitees, visitors, future subtenants and assignees of 
Tenant, and excluding any other paries related to Tenant), including all 
liabilities, judgments, damages, suits, orders, government directives, costs 
and expenses in connection with such claims, which arise from (i) the 
Landfill Contamination, or (ii) the Order, as may be amended ("Landlord's 
Environmental Indemnity"); PROVIDED HOWEVER that Landlord's Environmental 
Indemnity shall be subject to the following limitations and conditions:

     (1) Landlord's Environmental Indemnity shall not apply to any economic 
         or consequential damages suffered by Tenant, including but not 
         limited to loss of business or profits. 

     (2) Landlord's Environmental Indemnity shall not apply, without 
         limitation, to any releases caused by Tenant's Hazardous 
         Materials Activities.

     (3) Tenant acknowledges that Landlord must comply with the Order, as may 
         be amended, and with directives of government authorities including 
         the Regional Board, with respect to the Contamination and the Former 
         Landfill. Tenant further acknowledges that groundwater monitoring 
         wells, methane recovery wells and equipment, and other environmental 
         control devices are located on and about the Premises and may be 
         modified or added to during the term of the Lease (collectively, 
         "Environmental Equipment"), and that environmental investigation, 
         monitoring, closure and post-closure activities (collectively, 
         "Environmental Activities") will be performed on the Premises during 
         the term of the Lease. Tenant shall allow Landlord, and any other 
         party named as a discharger under the Order, as may be amended, and 
         their respective agents, consultants and contractors, and agents of 
         governmental environmental authorities with jurisdiction 
         ("Government Representatives") to enter the Premises to access the 
         Environmental Equipment and to perform Environmental Activities 
         during the term of the Lease, provided that Tenant's use and 
         occupancy of the Premises shall not reasonably be disturbed.

     (4) Tenant and Landlord shall reasonably cooperate with each other 
         regarding any Environmental Activities to be performed, and 
         regarding any Environmental Equipment to be installed, maintained, 
         or removed on the Premises during the term of the Lease.

     (5) Tenant shall be responsible at its expense for repairing any 
         Environmental Equipment damaged due to the negligence of Tenant or 
         Tenant's agents, employees, contractors, vendors, invitees, 
         visitors, future subtenants or assignees (such terms "invitees" and 
         "visitors" as used in this Paragraph 50 shall not include Landlord 
         or any other party named as a discharger under the Order as may be 
         amended, or any of their respective agents, consultants or 
         contractors, or any Government Representatives).

     It is agreed that the Tenant's responsibilities related to Hazardous 
     Materials will survive the expiration or termination of this Lease and 
     that Landlord may obtain specific performance of Tenant's 
     responsibilities under this Paragraph 50.

51.  LANDLORD'S RIGHT TO TERMINATE: It is understood that the Premises to be 
leased by Tenant are to be constructed by Landlord, and that Landlord is 
required to obtain the necessary building permits before construction of said 
Premises can commence. Therefore, it is agreed that in the event Landlord 
cannot obtain all the necessary building permits for said Premises within 180 
days from the date this executed Lease is received by Landlord, that Landlord 
can terminate this Lease Agreement without any liability to Tenant, of any 
type whatsoever, and that this Lease Agreement will be null and void as of 
the date of said cancellation. Landlord agrees to use its best efforts to 
obtain the required permits within the aforementioned 180-day period.

52.  TAXES CONTINUED: Notwithstanding anything within Paragraph 12, in the 
event prior to the Commencement Date there is an interim or supplemental 
reassessment of the Premises based upon


                                   Page 13
<PAGE>

the added value of the Improvements, then when Tenant accepts occupancy of 
the Premises Tenant shall pay any interim or supplemental taxes (but no 
penalties or interest in connection therewith) that have been levied against 
the Premises and are attributable to the added value of the Improvements (as 
defined in the Construction Letter of even date herewith) during the period 
prior to Tenant's occupancy of the Premises. As of the Lease Commencement 
Date, Tenant shall be responsible for paying one hundred percent (100%) of 
the Real Property Taxes as provided for in Paragraph 12.

53.  LIENS CONTINUED: Notwithstanding anything to the contrary in Paragraph 
18, Tenant may in good faith contest such lien provided that within such ten 
(10) day period Tenant provides Landlord with a surety bond of a company 
acceptable to Landlord, protecting against said lien in an amount at least 
one and one-half times the amount claimed or secured as a lien or such 
greater amount as may be required by applicable law and provided further that 
Tenant, should it decide to contest such lien, Tenant agrees to have said 
lien removed within ninety (90) days from the date of the lien and shall 
indemnify, defend and hold harmless Landlord from and against all costs 
arising from or out of any proceeding with respect to such lien.

54.  WAIVER OF SUBROGATION: Landlord and Tenant hereby release each other 
form and waive their rights of recovery against the other to the extent of 
insurance proceeds actually received to compensate Landlord or Tenant, as the 
case may be, for loss or damage arising out of or incident to any peril of 
the type covered by the insurance carried under the Lease, whether due to the 
negligence of Landlord or Tenant or their agents, employees, contractors or 
invitees, or any other cause. Landlord and Tenant shall obtain insurance 
policies which waive the insurance-carriers right of subrogation for such 
perils.

55.  MAINTENANCE OF THE PREMISES: In addition to, and notwithstanding 
anything to the contrary in Paragraph 7. Landlord shall repair damage to the 
structural shell, foundation, and roof structure (but not the interior 
improvements, roof membrane, or glazing) of the building leased hereunder at 
Landlord's cost and shall bill Tenant for said repairs, subject to a maximum 
of $48,384 per year, provided Tenant has not caused such damage, in which 
event Tenant shall be responsible for 100 percent of any such costs for 
repair or damage so caused by the Tenant. Notwithstanding the foregoing, a 
crack in the foundation, or exterior walls that does not endanger the 
structural integrity of the building, or which is not life-threatening, shall 
not be considered material, nor shall Landlord be responsible for repair of 
same should Landlord elect not to repair the same.

56.  ALTERATIONS AND ADDITIONS CONTINUED: Notwithstanding anything to the 
contrary in Paragraph 9, all modifications to the Tenant Improvements paid 
for directly by Tenant shall remain the property of Tenant during the Lease 
Term, and Tenant shall have the right to depreciation with respect thereof. 
Upon Lease Termination, said modifications shall become the property of 
Landlord if Landlord so elects.

57.  NO LIEN ON TENANT'S PROPERTY: No provision of this Lease shall be 
construed as giving Landlord a lien on Tenant's personal property or trade 
fixtures during the Term of this Lease.

58.  COMPLIANCE CONTINUED: Notwithstanding anything to the contrary in this 
Lease, any non-conformance of the improvements installed and paid for by 
Landlord as set forth on EXHIBIT B, required to be corrected by the governing 
agency, shall be corrected at the cost and expense of Landlord if such 
non-conformance exists as of the Commencement Date of the Lease and further 
provided that such governing agency's requirement to correct the 
non-conformance is not initiated as a result of: (i) any future improvements 
made by or for Tenant; or (ii) any permit request made to a governing agency 
by or for Tenant. Notwithstanding anything to the contrary in this Lease, any 
non-conformance of the Premises occurring after the Commencement Date of this 
Lease Agreement shall be the responsibility of Tenant to correct at Tenant's 
cost and expense.

59.  LANDLORD'S RIGHT TO ENTER: Notwithstanding the provisions of Paragraph 
21, except in the event of an emergency. Landlord shall give Tenant 
twenty-four (24) hours notice prior to entering the Premises, agrees to 
comply with any reasonable safety and/or security regulations imposed by 
Tenant with respect to such entry, and shall only enter the Premises when 
accompanied by Tenant or its agent (so long as Tenant makes itself reasonably 
available for this purpose). Landlord agrees to use its reasonable, good 
faith efforts such that any entry by Landlord, and Landlord's agents


                                     Page 14


<PAGE>

employees, contractors and invitees shall be performed in a manner with as 
minimal interference as possible with Tenant's business at the Premises. 
Subject to the foregoing, Tenant agrees to cooperate with Landlord and 
Landlord's agents, employees and contractors so that responsibilities of 
Landlord under the Lease can be fulfilled in a reasonable manner during 
normal business hours so that no extraordinary costs are incurred by Landlord.

60.  OPTION TO EXTEND LEASE FOR FIVE (5) YEARS: Provided Tenant is not in 
default (pursuant to Paragraph 22 of the Lease, I.E., Tenant has received 
notice and any applicable cure period has expired without cure) in any of the 
terms, covenants, and conditions of this Lease Agreement, Landlord hereby 
grants to Tenant an Option to Extend this Lease Agreement for an additional 
five (5) year period upon the following terms and conditions:

     A.  Tenant shall give Landlord written notice of Tenant's exercise of 
this Option to Extend not later than twelve (12) months prior to the 
scheduled Lease Termination Date, which Termination Date is currently 
projected to be May 31, 2002, in which event the Lease shall be considered 
extended for an additional five (5) years ("Extended Term") subject to the 
Basic Rental set forth below and with: (i) the terms and conditions subject 
to amendment by Landlord (Landlord, in its sole and absolute discretion, may, 
but is not required to, incorporate its current Lease provisions that are 
standard in Landlord's leases as of the date of Tenant's exercise of its 
Option to Extend); and (ii) this Paragraph 60 deleted. In the event that 
Tenant fails to timely exercise Tenant's Option as set forth herein in 
writing, Tenant shall have no further Option to Extend this Lease, and this 
Lease shall continue in full force and effect for the full remaining Term 
hereof, absent this Paragraph 60.

     B.  It is hereby agreed that commencing June 1, 2002, and on each 
successive one (1) year period thereafter, the monthly Basic Rent (as 
provided for in Paragraphs 4A and 43) for each succeeding one (1) year period 
of the Extended Term, shall be increased over the monthly Basic Rent in 
effect at the expiration of the one (1) year period of the Lease Term 
immediately preceding by an amount equivalent to the percentage increase in 
the Consumer Price Index from the commencement of the one (1) year period of 
the Lease Term immediately preceding to the expiration of the one (1) year 
period of the Lease Term immediately preceding; that is, from 06/01 to 06/02, 
06/02 to 06/03, from 06/03 to 06/04, from 06/04 to 06/05 and from 06/05 to 
06/06; provided, however, that in no event shall the monthly Basic Rent for 
any one (1) year period of the Lease Term, after adjustment, be less than the 
monthly Basic Rent in effect at the expiration of the one (1) year period of 
the Lease Term immediately preceding. Notwithstanding anything to the 
contrary above, the cumulative CPI increase during the Extended Term shall 
not exceed 40% or 8% per year. For example, in the event the CPI adjustment 
for year two of the Extended Term is 7% and 9% in year three of the Extended 
Term, the increase for year two would be adjusted retroactively to 8% and the 
increase for year three would be reduced to 8%. The Basic Rent shall be 
subject to a CPI adjustment on the following dates: June 1, 2002, June 1, 
2003, June 1, 2004, June 1, 2005 and June 1, 2006.

     The Extended Lease Term Basic Rent shall be adjusted in accordance with 
the following formula based on the Consumer Price Index ("CPI") for all urban 
Consumers, subgroup "All Items", San Francisco-Oakland, California 
Metropolitan Area (1982-84=100) published by the Bureau of Labor Statistics, 
U.S. Department of Labor (the "Index") published nearest June 1, 2001 (the 
"Beginning Index") and the Index which is published nearest but prior to each 
and every anniversary of the June 1, 2001 date (the "Adjustment Index"). The 
initial "CPI" adjusted Basic Rent shall be calculated by multiplying the 
monthly Basic Rent provided for in Paragraphs 4A and 43 (and adjusted 
pursuant to Paragraph 44) of the Lease by the percent increase in the 
Consumer Price Index. The Basic Rent for each succeeding one-year period will 
be determined by using the same formula applied to the prior year's adjusted 
monthly Basic Rent.

     Landlord will notify Tenant in writing of each CPI increase and the 
adjusted Basic Rent, and Tenant will make payment on the adjusted amount. If 
the Index is changed so that the Base Year of the Index differs from that 
used as of the month immediately preceding the month in which the term 
commences, the Index shall be converted in accordance with the conversion 
factor published by the United States Department of Labor, Bureau of Labor 
Statistics. If the Index is discontinued or revised during the term, such 
other government index or other computation with which it is replaced shall 
be used in order to obtain substantially the same result as would be obtained 
if the Index had not been discontinued or revised.

     C.  The option rights of Tenant under this Paragraph 60, and the 
Extended Term thereunder, are granted for Tenant's personal benefit and may 
not be assigned or transferred by Tenant, (except to a parent or subsidiary 
corporation, or corporation with which Tenant merges or consolidates or to 
whom Tenant sells all or substantially all of its assets as provided for in 
Paragraph 49), either



                                     Page 15


<PAGE>

[GRAPHIC]

                              WESTPORT OFFICE PARK
                            REDWOOD CITY, CALIFORNIA

                                PEERY & ARRILLAGA

     The private road section of Island Drive between Parcel I (outlined in 
Green) and Parcel II (outlined in Orange) has a reciprocal ingress and egress 
easement for the benefit of Parcel I and Parcel II.

EXHIBIT A TO LEASE AGREEMENT DATED OCTOBER 14, 1996 BY AND BETWEEN WESTPORT 
INVESTMENTS, AS LANDLORD, AND CENTURA SOFTWARE CORPORATION, AS TENANT.





<PAGE>

voluntarily or by operation of law, in any manner whatsoever. In the event 
that Landlord consents to a sublease or assignment under Paragraph 19, the 
option granted herein and any Extended Term thereunder shall be void and of 
no force and effect, whether or not Tenant shall have purported to exercise 
such option prior to such assignment or sublease.

     D.  INCREASED SECURITY DEPOSIT: In the event the term of Tenant's Lease 
is extended pursuant to this Paragraph 60, Tenant's Security Deposit shall be 
increased to equal twice the estimated Basic Rental due for the last month of 
the Extended Term, based on the average annual increase during the initial 
Lease Term (For Example: If the monthly Basic Rent increased an average of 
2.29% per year over the initial Lease Term, and therefore the Basic Rent 
during the last month of the initial Lease Term was $161,560.18, then (i) the 
estimated monthly Basic Rent for the last month of the Extended Term would be 
estimated to be $176,875.24 ($161,560.18 + 2.29% annual increase) and (ii) 
the Security Deposit would be increased to $353,750.48 ($176,875.24 per 
month X 2 = $353,750.48).

61.  SUBORDINATION AND MORTGAGES: Paragraph 20 is modified to provide that, 
provided Tenant is not in default in the terms of this Lease, this Lease 
shall not be subordinate to a mortgage or deed of trust unless the Lender 
holding such mortgage or deed of trust enters into a written subordination, 
non-disturbance and attornment agreement in which the Lender agrees that 
notwithstanding any subordination of this Lease to such Lender's mortgage or 
deed of trust, (i) such Lender shall recognize all of Tenant's rights under 
this Lease, and (ii) in the event of a foreclosure, this Lease shall not be 
terminated so long as Tenant is not in default of its obligations under this 
Lease, but shall continue in effect and Tenant and such Lender (or any party 
acquiring the Premises through such foreclosure) shall each be bound to 
perform the respective obligations of Tenant and Landlord with respect to the 
Premises arising after such foreclosure.



                                     Page 16


<PAGE>

CENTURA SOFTWARE CORPORATION
1060 Marsh Road
Menlo Park, CA 94025

Attention: Sally Harris

RE:  CONSTRUCTION AGREEMENT RELATED TO LEASE AGREEMENT DATED OCTOBER 14, 
     1996, BY AND BETWEEN WESTPORT INVESTMENTS, A CALIFORNIA GENERAL 
     PARTNERSHIP, AS LANDLORD, AND CENTURA SOFTWARE CORPORATION, A CALIFORNIA 
     CORPORATION, AS TENANT, FOR ALL OF THAT CERTAIN 
     48,384 PLUS OR MINUS SQUARE FOOT BUILDING TO BE CONSTRUCTED BY LANDLORD 
     FOR TENANT, LOCATED AT 975 ISLAND DRIVE, IN REDWOOD CITY, CALIFORNIA.

Gentlemen:

     This letter ("Construction Letter") will confirm our agreement relative 
to the shell of the building and interior improvements related thereto to be 
constructed by Landlord on the property leased under the lease referenced 
above, hereinafter referred to as the "Lease", and shall be considered a part 
of the Lease.

     1.  DEFINITIONS: As used in this Construction Letter, the following 
terms shall have the following meanings, and terms which are not defined 
below, but which are defined in the Lease which are used in this Construction 
Letter, shall have the meanings ascribed to them by the Lease:

         A. SHELL IMPROVEMENTS: The term "Shell Improvements" shall mean the 
following which are to be constructed by Landlord: (i) the shell of a two 
story industrial building containing approximately 48,384 PLUS OR MINUS square 
feet, consisting of foundation, first and second story floor slab and second 
story floor deck, load bearing walls, roof system, roof membrane, standard 
width interior stairways, exterior doors and exterior door hardware; and (ii) 
all paving and parking areas, striping, sidewalks, parking curbs, gutters, 
irrigation system, landscaping, storm sewer and main utility service 
conduits, (excluding electrical panel which is part of Interior Improvements) 
from the street to the building perimeter, transformer pad, the main plumbing 
line into the building, water and sewer connection fees including cost to 
hook up to the City of Redwood City sewer system (excluding: sewer fees 
related to the lunch room (if any); roof screens; utility pads and the 
exterior walls and all other construction elements of any such utility pads; 
and electrical panels).

         B. INTERIOR IMPROVEMENTS: The term "Interior Improvements" shall 
mean all improvements to be constructed by Landlord and paid for by the 
parties as hereinafter set forth, within the building shell and/or not 
included in the Shell Improvements set forth in Paragraph 1A above E.G., by 
way of example interior improvements shall include, and not be limited to, 
the fire sprinkler system, elevators (if any), loading docks (if any), roof 
screens, drop ceilings, interior plumbing, heating and air conditioning 
system, electrical system, parking lot lighting, carpeting, vinyl floor 
covering, painting, interior walls and movable floor to ceiling partitioning, 
utility pads (including all construction elements of subject utility pads, 
including but not limited to, the exterior walls), normal contractor's fees, 
architect's fees, engineer's fees, Builder's Risk insurance premiums, and any 
school fees, City or governmental fees for connection to utilities.

         C. IMPROVEMENTS: The term "Improvements" shall mean the Shell 
Improvements and the Interior Improvements.

         F. PERFORMANCE SCHEDULE: The term "Performance Schedule" shall mean 
the estimated times for commencement and performance of construction 
obligations contained in Paragraph 2 of this Agreement.

         G. ARCHITECT: The term "Architect" shall mean such licensed 
architect as selected by Landlord with respect to the Shell Improvements, and 
(ii) such licensed architect as is approved




<PAGE>


                                    Page 2


by Landlord with respect to the Interior Improvements.

         H. PRIME CONTRACTOR(S): The term "Prime Contractor" shall mean 
Vance M. Brown & Sons, Inc., or such other licensed general contractor(s) 
selected by Landlord for the construction of the Shell Improvements and the 
Interior Improvements.

         I. SUBSTANTIAL COMPLETION: The term "Substantial Completion" (and 
"Substantially Completed") shall mean the date when the earlier of the 
following have occurred with respect to the Improvements in question: (i) the 
construction of the Improvements in question have been substantially 
completed in accordance with the approved plans therefore except for punch 
list items which do not prevent Tenant from reasonably using the Premises to 
conduct Tenant's business; (ii) Landlord has executed a certificate or 
statement representing that such Improvements have been substantially 
completed in accordance with the plans and specifications therefore except 
for punch lists items which do not prevent Tenant from reasonably using the 
Premises to conduct Tenant's business; or (iii) the Building Department of 
the City of Redwood City has completed its final inspection of such 
Improvements and has "signed off" the building inspection card approving such 
work as complete except for punch list items which do not prevent Tenant from 
reasonably using the Premises to conduct Tenant's business.

         J. TARGET COMMENCEMENT DATE: The term "Target Commencement Date" 
shall mean June 1, 1997, subject to delays caused by strikes, acts of God, 
governmental restrictions, or other causes beyond Landlord's control, in 
which instance the time period for Landlord's completion of the building 
shall be extended accordingly.

     2.  PERFORMANCE SCHEDULE: Landlord and Tenant desire to cause the 
Improvements to be Substantially Completed by the Target Commencement Date. 
The Target Commencement Date is based upon information gathered and estimates 
made by Landlord, which are reflected in the Construction Schedule. Achieving 
Substantial Completion of the Improvements by the Target Commencement Date 
requires that certain objectives be met within certain time periods. Set 
forth in this paragraph is a schedule of certain critical dates relating to 
Landlord's and Tenant's respective obligations regarding the construction of 
the Shell Improvements and the Interior Improvements (the "Performance 
Schedule") that must be adhered to in order to achieve Substantial Completion 
of all Improvements by the Target Commencement Date. Landlord and Tenant 
shall each be obligated to use reasonable efforts to perform their respective 
obligations within the time periods set forth in the Performance Schedule and 
elsewhere in this Improvement Agreement. Subject to the provisions of 
Paragraph 8 hereof, the parties acknowledge that the Performance Schedule is 
only an estimate of the time needed to complete certain stages of the 
construction process, and the failure of either party to accomplish any step 
in the process set forth in the Performance Schedule within the applicable 
time period shall not constitute a default by either party unless such 
failure constitutes a breach of the obligation of a party to use reasonable 
efforts to perform its obligations within the time periods set forth in the 
Performance Schedule and elsewhere in this Construction Letter and 
appropriate notice has been given and any applicable cure period has expired. 
The Performance Schedule is as follows:


    Action                                                       Responsible
    Items                  Due Date                                 Party
   --------               ----------                            -------------

A.  Delivery of Shell   Three days after Execution                 Landlord
    Plans to Tenant     of Lease and Construction Letter

B.  Delivery of         Ten days after Tenant's                    Tenant
    Tenant's Shell      receipt of Shell Plans
    Requirements

C.  Approval of         Within 5 days after Landlord               Landlord
    Tenant's Shell      receives Tenant's Shell Requirements
    Requirements



<PAGE>


                                    Page 3


D.  Delivery of         Within five days after Landlord            Landlord
    Final Shell         approves Tenant's Shell Requirements
    Plans to
    Tenant

E.  Delivery to         Thirty days after Execution                Tenant
    Landlord of         of Lease and Construction Letter
    Preliminary
    Interior
    Improvement
    Plans

F.  Approval of         Within 5 days after Landlord               Landlord
    Preliminary         receives Preliminary Interior
    Interior            Improvement Plans
    Improvement
    Plans by
    Landlord

G.  Delivery of         Within 5 days after Landlord               Tenant
    Final               receives Preliminary Interior
    Interior            Improvement Plans
    Improvement
    Plans to
    Landlord

H.  Approval by         Within 5 days after Landlord               Landlord
    Landlord of         receives Final Interior Plans
    Final
    Interior
    Plans

I.  Commencement        As soon as reasonable possible             Landlord
    of Construction     after receipt of required permits
    of Improvements

J.  Substantial         June 1, 1997                               Landlord
    Landlord
    Completion of
    Improvements


     3.  DEVELOPMENT OF PLANS FOR IMPROVEMENTS: Plans for the Shell 
Improvements shall be developed in accordance with the following:

         A. SHELL PLANS: On or before the due date specified in the 
Performance Schedule, Landlord shall deliver to Tenant the Shell Improvement 
Plans. On or before the due date specified in the Performance Schedule, 
Tenant shall furnish to Landlord Tenant's schematic plans and specifications 
for plumbing, electrical, heating and air conditioning that affect the 
construction of the Shell Improvements ("Tenant's Shell Requirements"). The 
parties agree as follows: (i) the Basic Rent and the amount of Landlord's 
Interior Improvement allowance pursuant to Paragraph 6B hereof are based upon 
the gross leasable area of the building; (ii) the gross leasable area of the 
building shall be measured from the outside of the exterior walls and shall 
include any atriums, covered entrances or egresses, and covered loading areas 
(if any); (iii) that part of the gross leasable area of the building occupied 
by indentations, building overhangs, and covered entrances; and (iv) TENANT'S 
SHELL REQUIREMENTS (IF ANY) SHALL NOT AFFECT THE EXTERIOR APPEARANCE OR 
STRUCTURAL INTEGRITY OR COST OF THE PREMISES, AND IT IS AGREED THAT ANY 
INCREASED COST IN THE SHELL IMPROVEMENTS AS A RESULT OF ANY OF TENANT'S SHELL 
OR INTERIOR REQUIREMENTS SHALL BE A COST TO BE PAID FOR ONE HUNDRED PERCENT 
(100%) BY TENANT ("INCREASED SHELL COSTS"). TENANT SHALL PAY TO LANDLORD SAID 
INCREASED SHELL COSTS WITHIN THIRTY DAYS OF RECEIPT OF A STATEMENT FROM 
LANDLORD.


<PAGE>

                                    Page 4

     B.  GOVERNMENTAL APPROVALS: As soon as the Final Shell Plans have been 
approved by Landlord, Landlord shall apply for site development approval and 
a building permit for the Shell Improvements, and shall diligently prosecute 
to completion such approval process.

     C.  COMMENCEMENT OF SHELL IMPROVEMENTS: As soon as reasonably possible 
after receipt of a building permit for the Shell Improvements (acts of God 
and delays beyond Landlord's control excepted), Landlord shall commence 
construction of the Shell Improvements and shall diligently prosecute such 
construction to completion, using all reasonable efforts to achieve 
Substantial Completion of the Shell Improvements by the due date specified in 
the Performance Schedule.

     4.  DEVELOPMENT OF PLANS FOR INTERIOR IMPROVEMENTS: Plans for the 
Interior Improvements shall be developed in accordance with the following:

         A.  DEVELOPMENT OF PRELIMINARY INTERIOR PLANS: On or before the due 
date specified in the Performance Schedule, Tenant shall prepare and deliver 
to Landlord for its review and approval preliminary plans for the Interior 
Improvements (the "Preliminary Interior Plans"). On or before the due date 
specified in the Performance Schedule, Landlord shall either approve such 
plans in writing or notify Tenant in writing of its specific objections to 
the Preliminary Interior Plans. If the Landlord so objects, Tenant shall 
revise the Preliminary Interior Plans to address such objections in a manner 
consistent with the parameters for the Interior Improvements set forth in 
this Construction Letter and shall resubmit such revised Preliminary Interior 
Plans as soon as reasonably practicable (but in no event later than 5 days) 
to Landlord for its approval. It is agreed that Tenant's Preliminary Interior 
Improvement plans shall not affect the exterior appearance or structural 
integrity or cost of the Shell Improvements. When the revised Preliminary 
Interior Plans are resubmitted to Landlord, Landlord shall either approve 
such plans in writing or notify Tenant of any further objections in writing 
within three (3) business days after receipt thereof. If Landlord has further 
objections to the revised Preliminary Interior Plans, Landlord and Tenant 
shall immediately meet and confer and together shall apply the standards set 
forth in this Construction Letter to resolve Landlord's objections and 
incorporate such resolution into the Preliminary Interior Plans, which 
process Landlord and Tenant shall cause to be completed within three (3) 
business days after the conclusion of the three (3) business day period 
referred to in the immediately preceding sentence. In resolving Landlord's 
objections, the parties agree to act reasonably so as to promptly finalize 
the Preliminary Interior Plans. Paragraph 8 hereof shall, among other things, 
also apply to any failure of Tenant to promptly and reasonable work with 
Landlord in this regard.

         B.  DEVELOPMENT OF FINAL INTERIOR PLANS: Once the Preliminary 
Interior Plans have been approved by Landlord and Tenant, Tenant shall cause 
its Architect to complete and submit to Landlord for its approval final 
working drawings for the Interior Improvements by the due date specified in 
the Performance Schedule which are the logical and reasonable development of 
the Preliminary Interior Plans. Landlord shall approve in writing the final 
plans for the Interior Improvements or notify Tenant of its specific 
objections by the due date specified in the Performance Schedule. It is 
agreed that Tenant's final interior plans shall not affect the exterior 
appearance or structural integrity or cost of the Shell Improvements. If 
Landlord so objects, the parties shall confer and use their best efforts to 
reach agreement upon final working drawings for the Interior Improvements and 
together shall apply the standards set forth in this Construction Letter to 
resolve Landlord's objections and incorporate such resolution into the final 
working drawings for the Interior Improvements, which process Landlord and 
Tenant shall cause to be completed within three (3) business days after 
Landlord has notified Tenant of its objections. In resolving Landlord's 
objections, the parties agree to act reasonably so as to promptly finalize 
the final interior plans, it being agreed that the provisions of Paragraph 8 
of this Agreement shall, among other things, also apply to any failure of 
Tenant to promptly and reasonably finalize the interior plans. The final 
working drawings so approved by Landlord and Tenant are referred to herein as 
the "Final Interior Plans" and shall be considered a part of EXHIBIT "B" to 
the Lease.

         C.  INTERIOR IMPROVEMENTS: As soon as the Final Interior Plans have 
been approved by Landlord and Tenant, Landlord shall apply for a permit for 
the Interior Improvements, and shall diligently prosecute to completion such 
approval process.

                                                        Initial: /s/ Illegible
                                                                 _____________


<PAGE>

                                    Page 5

         D.  COMMENCEMENT OF INTERIOR IMPROVEMENTS: On or before the due date 
specified in the Performance Schedule (acts of God and delays beyond 
Landlord's control excepted), Landlord shall commence construction for the 
Interior Improvements and shall diligently prosecute such construction to 
completion, using all reasonable efforts to achieve Substantial Completion of 
the Interior Improvements by the date specified in the Performance Schedule.

     5.  CONSTRUCTION OF IMPROVEMENTS: The Improvements to be constructed as 
part of the Premises in connection with the Lease shall be paid for by the 
parties as hereinafter set forth in Paragraph 6 and constructed in the 
following manner:

         A.  CONSTRUCTION OF IMPROVEMENTS BY LANDLORD: The Shell Improvements 
and Interior Improvements shall be constructed by Landlord in accordance with 
the Final Shell Plans and the Final Interior Plans; it being agreed, however, 
that if the Shell Improvements and/or Interior Improvements, as finally 
constructed, do not conform exactly to the plans and specifications as set 
forth in the Final Shell Plans and Final Interior Plans and as provided for 
in the Lease, and the general appearance, structural integrity, and Tenant's 
use and occupancy of the Premises and/or the building and the interior 
improvements relating thereto are not unreasonably affected by such 
deviation, it is agreed that the Commencement Date of the Lease, and Tenant's 
obligation to pay Rent thereunder, shall not be affected, and Tenant hereby 
agrees, in such event, to accept the Premises and/or building and interior 
improvements in their configuration as constructed by Landlord.

         B.  INSPECTION FOLLOWING COMPLETION: As soon as the Interior 
Improvements are Substantially Completed (as that term is defined herein), 
Landlord and Tenant shall conduct a joint walk-through of the Premises, and 
inspect such Interior Improvements, using their best efforts to discover all 
incomplete or defective construction. After such inspection has been 
completed, Landlord or its representative shall prepare, and both parties 
shall sign, a list of all "punch list" items which the parties agree are to 
be corrected by Landlord (but which shall exclude any damage or defects 
caused by Tenant, its employees, agents or parties Tenant has contracted with 
to work on the Premises). It is agreed that the Lease will commence on the 
Commencement Date regardless of whether or not a "punch list" exists. 
Landlord shall use reasonable efforts to complete and/or repair such "punch 
list" items within thirty (30) days after executing such list, it being 
agreed however, that the exercise of any "punch list" items will not result 
in any delay of the Commencement Date and will not result in any right of 
Rent reduction. The Lease and Tenant's obligation to pay Rent shall commence 
as soon as the Improvements are Substantially Completed, subject to 
performance by Tenant of its obligations under this subparagraph and the 
Lease. Tenant's taking possession of any part of the Premises shall be deemed 
to be an acceptance by Tenant of Landlord's work of improvement, in 
accordance with the terms of the Lease, except for the "punch list" items 
noted and latent defects that could not reasonably have been discovered by 
Tenant during its inspection of the Interior Improvements prior to completion 
of the list of "punch list" items. With regard to any such latent defects or 
other defects in construction, Tenant shall promptly give written notice to 
Landlord when any such defect becomes reasonably apparent specifically 
describing such defect, and Landlord shall repair such defect, if material, 
as soon thereafter as practical; provided, however, the provisions of the 
immediately preceding sentence regarding such latent defects, and of this 
sentence, shall be of no force and effect if Tenant shall fail to give any 
such written notice to Landlord within thirty (30) days after commencement of 
the term of the Lease after which time Tenant shall be responsible for all 
latent and construction defects not specified in said thirty (30) day period 
regardless if additional defects are discovered at a later date and Landlord 
shall have no obligation for same. Notwithstanding anything contained herein 
or in the Lease, Tenant's obligation to pay Rent under the Lease shall 
commence on the Commencement Date as specified in the Lease, regardless of 
whether Tenant completes such walk-through inspection or has executed and/or 
completed such list of the "punch list" items, unless the Lease term has 
previously commenced, and Tenant's obligation to pay Rent under the Lease 
has begun, prior to the date of delivery of possession because of a Tenant 
delay in the course of construction, as provided in Paragraph 8 hereof.

                                                        Initial: /s/ Illegible
                                                                 _____________


<PAGE>

                                    Page 6

     6.  PAYMENT OF CONSTRUCTION COSTS:

         A.  SHELL IMPROVEMENTS: Landlord agrees to furnish the Shell 
Improvements at its cost, including the paving and parking areas, striping, 
curbs, and gutters as shown on EXHIBIT "A" of the Lease, the main plumbing 
line into the building and landscaping and irrigation system for the 
building. Any changes to the Shell Improvements relating to Tenant's request 
which are approved by Landlord shall be made by Landlord and paid for one 
hundred percent (100%) by Tenant. Stubbing of the actual plumbing fixtures 
will be an Interior Improvement Cost, and not considered a part of the Shell 
Improvements.

         B.  LANDLORD'S INTERIOR IMPROVEMENTS ALLOWANCE: Landlord agrees to 
furnish Tenant with an Interior Improvement allowance of Twenty Five and 
No/100 Dollars ($25.00) per square foot of gross leasable area within the 
building to be constructed as part of the Shell Improvements (E.G., One 
Million Two Hundred Nine Thousand Six Hundred and No/100 Dollars 
($1,209,600.00) if the gross leasable area of the building is 48,384 square 
feet). This allowance shall be considered Landlord's total monetary 
contribution with respect to the Interior Improvements, which allowance shall 
be used for the payment of the direct cost of constructing the Interior 
Improvements including, but not limited to, the fire sprinkler system, 
loading docks (if any), roof screens, elevators (if any), drop ceilings, 
interior plumbing, heating and air conditioning system, electrical system, 
parking lot lighting, carpeting, vinyl floor covering, painting, interior 
walls and movable floor to ceiling partitioning, utility pads (if any) 
(including all construction elements of subject utility pads including, but 
not limited to, the exterior walls), normal contractor's fees, architect's 
fees, engineer's fees, and any City or governmental fees for connection to 
utilities, school fees and Builder's Risk insurance premiums (the "Interior 
Improvement Costs"). Notwithstanding the foregoing, the term "Interior 
Improvement Costs" shall not include any of the following: (i) Real Property 
Taxes and assessments accruing prior to the Commencement Date except for real 
property taxes as defined in Paragraph 12; (ii) interest on funds borrowed or 
imputed interest on funds reserved by Landlord to fund the construction; 
(iii) any administrative or development fee paid to Landlord or any affiliate.

         C.  PROPORTIONATE ALLOCATION OF INTERIOR IMPROVEMENTS: Tenant hereby 
specifically agrees that the Interior Improvements to be constructed in the 
Premises leased hereunder shall be spread proportionately throughout the 
building.

         D.  LIABILITY FOR INTERIOR IMPROVEMENT COSTS ABOVE LANDLORD'S 
ALLOWANCE: It is further agreed that Tenant shall be responsible for and pay 
one hundred percent (100%) of the Interior Improvement Costs relating to the 
Interior Improvements in excess of those that are paid for with Landlord's 
allowance as set forth in subparagraph 6B above. In addition, Tenant shall be 
responsible for and pay any additional construction costs and expenses related 
to the Shell Improvements occasioned by changes or modifications in the Shell 
Plans that are necessary to accommodate Interior Improvements.

         E.  MANNER OF REIMBURSEMENT BY TENANT: If the total Interior 
Improvement Costs exceeds Landlord's allowance, Tenant shall pay a 
proportionate share of each progress payment due to the contractor 
constructing the Interior Improvements, which bears the same relationship to 
the total amount of the progress payment in question as the amount Tenant is 
obligated to pay for the cost of constructing the Interior Improvements. For 
purposes of illustration only, if the total cost of constructing the Interior 
Improvements is $1,500,000.00, then Tenant's share thereof would be 
$290,400.00 (the excess over Landlord's total allowance of $1,209,600.00 
assuming the area of the building is 48,834 square feet), or 19.36% of the 
total cost. If the first progress payment due the contractor is $100,000.00 
then Tenant's share of such progress payment would be $19,360.00 (or 19.36% of 
such progress payment). For each succeeding progress payment, Tenant would 
likewise be obligated for 19.36% thereof, with the exception that Landlord, 
at its option, may retain a pro rata share of the final ten percent (10%) of 
the interior contract until 62 days after recordation of a Notice of 
Completion on the Premises. Tenant shall pay its share of any progress 
payment to Landlord within ten (10) business days after receipt of a written 
statement therefore from Landlord, together with reasonable documentation 
substantiating the amount set forth in such statement. If Tenant fails to pay 
any such amount when due, then Landlord may (but without the obligation to do 
so) advance such funds on Tenant's behalf, and Tenant shall be obligated to 
reimburse Landlord for the amount of the funds so advanced on its 


<PAGE>

                                   Page 7


behalf and all costs incurred by Landlord in so doing, including interest 
thereon at a rate equal to the borrowing rate then charged by Landlord's 
bank, whether or not Landlord has actually borrowed such monies or merely 
advanced them from its own funds. Any amounts paid to Landlord by Tenant 
pursuant to this paragraph shall be held by Landlord only for disbursement to 
the contractor in payment of any such excess Interior Improvement Costs. 
Tenant shall pay the Increased Shell Costs within thirty days of receipt of 
a statement from Landlord.

     7.  CHANGES, MODIFICATIONS. OR ADDITIONS TO THE PLANS, SPECIFICATIONS 
AND/OR PREMISES: Once the Final Shell Plans have been approved by Landlord 
and the Final Interior Plans have been approved by Landlord and Tenant, then 
thereafter neither party shall have the right to order extra work or change 
orders (except for de minimis changes which will not materially or 
substantially impact or affect Tenant's use of the Premises) with respect to 
the construction of the Improvements without the prior written consent of the 
other party, which consent shall not be unreasonably withheld or delayed, 
provided there is a reasonable basis for such change. Tenant shall not, 
however, make any such changes without Landlord's prior written approval. All 
extra work or change orders requested by either Landlord or Tenant shall be 
made in writing, shall specify the amount of delay or the time saved 
resulting therefrom, and shall become effective and a part of the approved 
plans once approved in writing by both parties. If any such change or extra 
work will result in the cost of the Interior Improvements being in excess of 
Landlord's allowance, as set forth in subparagraph 6D, above, Tenant shall 
pay the entire amount of such excess, as provided in subparagraphs 6D and 6E 
above; notwithstanding the above, any such change or extra work resulting in 
changes to the initial Shell Plans originally provided by Landlord to Tenant 
as described in Paragraph 3A above or any Shell changes made thereafter 
resulting from Tenant's request as provided for in this Paragraph 7 shall be 
paid one hundred percent (100%) by Tenant as provided for in Paragraph 3A and 
in this Paragraph 7.

     8.  TENANT DELAYS: Landlord and Tenant acknowledge that the date on which 
Tenant's obligation to pay Rent under the Lease would otherwise commence may 
be delayed because of a delay in completion of construction of the 
Improvements due to (i) Tenant's failure to submit to Landlord plans and 
specifications for the Improvements by the due date set in the Performance 
Schedule, (ii) Tenant's failure to give any necessary approval or consent by 
the dates set forth herein, (iii) any act by Tenant which interferes with or 
delays construction of the Improvements, including Tenant's entry to install 
trade fixtures pursuant to Paragraph 10 hereof, (iv) any changes, 
modifications and/or additions in the Improvements (Shell or Interior) 
requested by Tenant and approved by Landlord, or (v) special materials or 
equipment ordered or specified by Tenant that cannot be obtained by Landlord 
at normal cost within a reasonable period of time because of limited 
availability. It is the intent of the parties hereto that the commencement of 
Tenant's obligation to pay Rent under the Lease not be delayed by any of such 
causes or by an other act of Tenant and, in the event it is so delayed, 
Tenant's obligation to pay Rent under the Lease shall commence as of the date 
it would otherwise have commenced absent delay caused by Tenant, provided 
that within a reasonable period of the time after learning of the occurrence 
of the cause of any such delay, Landlord notifies Tenant in writing of the 
fact that such delay has occurred and the known or anticipated extent of any 
such delay.

     9.  ACCOUNTING: When the Interior Improvements are Substantially 
Completed, Landlord shall submit to Tenant a final and detailed written 
accounting of all Interior Improvement Costs paid by Landlord, which shall be 
true and correct, to the best of Landlord's knowledge. During the first sixty 
(60) days following the Lease Commencement Date, Tenant shall have the right 
to audit the books, records and supporting documents of the Landlord or if 
Landlord directs, of the Prime Contractor, to the extent reasonably necessary 
to determine the accuracy of such accounting, related to the Interior 
Improvements, during normal business hours, after giving Landlord at least 
ten (10) business days prior to notice. Tenant shall bear the cost of such 
audit. If said audit is not conducted by Tenant within said sixty (60) day 
period, Tenant forgoes its right to so audit.

     10.  TENANT'S RIGHT TO INSTALL TRADE FIXTURES: When the construction of 
the Interior Improvements has proceeded to the point where Tenant's work of 
installing its fixtures and equipment (including modular furniture systems, 
telephone systems, cabling, communications systems, security systems, 
antennas and signs) in the Premises can be


<PAGE>

                                   Page 8


commenced in accordance with good construction practices and will not 
interfere with the completion of the Improvements by Landlord, Landlord shall 
notify Tenant to the effect and shall permit Tenant, and its authorized 
representatives and contractors, to have access to the Premises for the 
purpose of installing Tenant's trade fixtures and equipment. Any such 
installation work by Tenant, or its authorized representatives and 
contractors, shall be undertaken at their sole risk, free from Rent, and upon 
the following conditions:

         A.  If the entry into the Premises by Tenant, or its representatives 
or contractors, unreasonable interferes with or delays Landlord's construction 
work notwithstanding Landlord's reasonable efforts to cooperate, after three 
(3) hours notice of such fact to Tenant (i) Tenant shall cause the party 
responsible for such interference or delay to leave the Premises, or (ii) 
Tenant shall cause to be taken such steps as may be necessary in the Prime 
Contractor's or Landlord's reasonable opinion to alleviate such interference 
or delay. If either (i) or (ii) have not been completed, then Tenant shall be 
responsible for delay or the job and subject to the provisions of Paragraph 8;

         B.  Any contractor used by Tenant in connection with such entry and 
installation shall be subject to Landlord's approval, but which may be 
withheld if such contractor is non-union and its entry on the Premises would 
unreasonably interfere with Landlord's work;

         C.  All of the terms of the Lease shall apply to any entry by Tenant 
pursuant to this paragraph (including provisions of the Lease regarding 
indemnification and insurance), except subject to the provisions of 
Paragraphs 8 and 10A and B above, Tenant shall not be obligated as a result 
of such entry to pay any Base Monthly Rent or Additional Rent;

         D.  It is agreed that Landlord shall not be required to fix any 
defects caused to the Improvements or Premises made by Tenant, Tenant's 
employees, agents or parties Tenant has contract with or to work on the 
Premises;

         E.  Subject to the provisions of Paragraph 8 and Paragraph 10, Tenant 
and its agents and contractors shall be permitted to enter the Premises prior 
to the Commencement Date for the purpose of installing Tenant's trade fixtures 
and equipment as listed above. Any entry or installation work by Tenant and 
its agents in the Premises pursuant to Paragraph 10 shall (i) be undertaken 
at Tenant's sole risk, (ii) not interfere with or delay Landlord's work in 
the Premises, and (iii) not be deemed occupancy or possession of the Premises 
for purposes of the Lease. Tenant shall indemnify, defend and hold Landlord 
harmless from any and all loss, damage, liability, expense (including 
reasonable attorneys fees), claim or demand of whatsoever character direct or 
consequential, including, but without limiting thereby the generality of the 
foregoing, injury to or death of persons and damage to or loss of property 
arising out of the exercise by Tenant of any early entry right granted 
hereunder.

     11.  DELIVERY OF DOCUMENTS: Landlord shall, within thirty (30) days after 
the same is obtained by Landlord, deliver to Tenant any temporary or 
permanent certificate of occupancy issued by the City of Redwood City with 
respect to any of the Improvements.

     12.  TAX INCREASES DURING CONSTRUCTION PERIOD: Notwithstanding anything 
to the contrary in this Construction Letter or the related Lease, in the 
event prior to the Commencement Date there is an interim or supplemental 
reassessment of the Premises based upon the added value of the Improvements, 
then upon the Lease Commencement Date, Tenant shall pay any interim or 
supplemental taxes (but no penalties or interest in connection therewith) 
that have been levied against the Premises and are attributable to the added 
value of the Improvements during the period prior to the Lease Commencement 
Date. As of the Lease Commencement Date, Tenant shall be responsible for 
paying one hundred percent (100%) of the Real Property Taxes as provided for 
in the Lease.

     13.  CHOICE OF LAW; SEVERABILITY. This Agreement shall in all respects be 
governed by and construed in accordance with the laws of the State of 
California. If any provisions of this Lease shall be invalid, unenforceable, 
or ineffective for any reason whatsoever, all other provisions hereof shall 
be and remain in full force and effect.


<PAGE>

                                   Page 9


     14.  AUTHORITY TO EXECUTE. The parties executing this Agreement hereby 
warrant and represent that they are properly authorized to execute this 
Agreement and bind the parties on behalf of whom they execute this agreement 
and to all the terms, covenants and conditions of this Agreement as they 
relate to the respective parties hereto.

     Please execute this agreement in the space provided below, indicating 
your agreement with the above, and return all copies. A fully executed copy 
will be returned to you for your records after execution by the Landlord.

                              Respectfully yours,

                              WESTPORT INVESTMENTS
                              California general partnership

                              By   /s/ John Arrillaga
                              ---------------------------------------
                              John Arrillaga, Trustee under Trust Agreement
                              dated 7/20/77 (ARRILLAGA FAMILY TRUST) as
                              amended

                              Dated: 11/15/96
                                     --------


                              RICHARD T. PEERY SEPARATE PROPERTY
                              TRUST

                              By   /s/ Richard T. Peery
                              ---------------------------------------
                              Richard T. Peery, Trustee under Trust Agreement
                              dated 7/20/77 (RICHARD T. PEERY SEPARATE
                              PROPERTY TRUST) as amended

                              Dated: 11/15/96
                                     --------


AGREED:

CENTURA SOFTWARE CORPORATION
a California corporation

   /s/ Sam Inman III
By ----------------------------

   Sam Inman III/Chairman & CEO
-------------------------------
Print Name/Title

Dated: 10/25/96
       --------