EXHIBIT 10.1


                                  OFFICE LEASE






                            SPIEKER PROPERTIES, L.P.,
                        A California limited partnership
                                    Landlord



                                       and



                            U.S. WIRELESS DATA, INC.
                             A Colorado corporation
                                     Tenant

<PAGE>
                                TABLE OF CONTENTS


                                                                    Page

1.       PARTIES                                                      1
         1.1   Parties                                                1
         1.2   Basic Lease Provisions                                 1
         1.3   Defined Terms                                          1
2.       PREMISES                                                     2
         2.1   Demise of Premises                                     2
         2.2   Condition of Premises                                  2
         2.3   Common Areas                                           2
         2.4   Tenant Parking                                         2
3.       TERM                                                         2
         3.1   Period                                                 2
         3.2   Term Commencement                                      2
         3.3   Delayed Occupancy                                      3
         3.4   Holding Over                                           3
4.       BASE RENT                                                    3
         4.1   Base Rent                                              3
         4.2   Security Deposit                                       4
         4.3   Operating Costs                                        4
         4.4   Taxes Payable By Tenant                                5
         4.5   Late Charges and Interest                              5
5.       USES                                                         5
         5.1   Authorized                                             5
         5.2   Suitability                                            5
         5.3   Insurance                                              6
         5.4   Laws                                                   6
         5.5   Nuisance                                               6
         5.6   Rules and Regulations                                  6
6.       SERVICES AND UTILITIES                                       6
         6.1   Basic Services by Landlord                             6
         6.2   Additional Heating and Air Conditioning                7
         6.3   Special Apparatus                                      7
         6.4   Interruption In Service                                7
         6.5   Tenant's Other Utilities                               8
7.       TENANT'S ALTERATION                                          8
         7.1   Landlord's Consent Required                            8
         7.2   Removal of Tenant's Alterations                        8
         7.3   Protection Against Liens                               8
8.       MAINTENANCE AND REPAIRS                                      9
         8.1   Landlord's Obligations                                 9
         8.2   Tenant's Obligations                                   9
9.       INDEMNITY AND EXEMPTIONS OF LANDLORD                         10
         9.1   Indemnity                                              10
         9.2   Exemption of Landlord From Liability                   10
10.      INSURANCE                                                    10
         10.1  Tenant's Insurance                                     10



         10.2  Landlord's Insurance                                   11
         10.3  Subrogation Waiver                                     12
11.      ASSIGNMENT AND SUBLETTING                                    12
         11.1  Landlord's Consent Required                            12
         11.2  Tenant's Application                                   12
         11.3  Required Provisions                                    12
         11.4  Bonus Rent                                             12
         11.5  Fees for Review                                        13
         11.6  No release of Tenant                                   13
         11.7  Assumption of Obligations                              13
         11.8  Deemed Transfers                                       13
         11.9  Landlord's Option to Recapture                         13
12.      SUBORDINATION AND ATTORNMENT                                 14
         12.1  Subordination                                          14
         12.2  Attornment                                             14
         12.3  Nonmaterial Amendments                                 14
13.      DEFAULT BY TENANT                                            15
         13.1  Acts Constituting Default                              15
         13.2  Landlord's Remedies                                    15
14.      DEFAULT BY LANDLORD                                          16
         14.1  Existence of Default                                   16
         14.2  Mortgagee's Right To Cure                              16
         14.3  Judgement Against Landlord                             16
15.      CONDEMNATION                                                 16
         15.1  Termination Due To Taking                              16
         15.2  No Termination Due To Taking                           16
         15.3  Award For Taking                                       17
16.      DAMAGE AND DESTRUCTION                                       17
         16.1  Partial Damage - Insured                               17
         16.2  Partial Damage - Uninsured                             17
         16.3  Total Destruction                                      17
         16.4  Landlord's Obligations                                 17
         16.5  Waiver by Tenant                                       18
17.      DEFINTIONS                                                   18
         17.1  "Base Rent"                                            18
         17.2  "Base Year"                                            18
         17.3  "Basic Lease Provisions"                               18
         17.4  "Bonus Rent"                                           18
         17.5  "Building"                                             18
         17.6  "Commencement Date"                                    18
         17.7  "Common Areas"                                         18
         17.8  "Environmental Damages"                                18
         17.9  "Environmental Requirements"                           19
         17.10 "Expiration Date"                                      19
         17.11 "Hazardous Materials"                                  19
         17.12 "Increased Operating Costs"                            19
         17.13 "Landlord's Work"                                      19
         17.14 "Lease Date"                                           19
         17.15 "Mortgage"                                             20




         17.16 "Office Use"                                           20
         17.17 "Operating Costs"                                      20
         17.18 "Overdue Rate"                                         22
         17.19 "Parking Charge"                                       22
         17.20 "Parking Facilities"                                   22
         17.21 "Premises"                                             22
         17.22 "Rules and Regulations"                                22
         17.23 "Security Deposit"                                     22
         17.24 "Scope of Work"                                        22
         17.25 "Subsequent Year"                                      22
         17.26 "Substantial Completion"                               22
         17.27 "Taking"                                               23
         17.28 "Tenant Parking"                                       23
         17.29 "Tenant's Share"                                       23
         17.30 "Term"                                                 23
18.      MISCELLANEOUS PROVISIONS                                     23
         18.1  Estoppel Certificates                                  23
         18.2  Surrender of Premises                                  23
         18.3  Light and Air                                          23
         18.4  Waiver                                                 24
         18.5  Attorneys' Fees                                        24
         18.6  Notices                                                24
         18.7  Merger                                                 24
         18.8  Substituted Premises                                   24
         18.9  Headings                                               24
         18.10 Time and Applicable Law                                25
         18.11 Successors And Assigns                                 25
         18.12 Entry by Landlord                                      25
         18.13 Entire Agreement                                       25
         18.14 Severability                                           25
         18.15 Signs                                                  25
         18.16 Execution by Landlord                                  26
         18.17 Brokers                                                26
         18.18 Name of Building                                       26
         18.19 Nonrecordability Of Lease                              26
         18.20 Construction                                           26
         18.21 Inability To Perform                                   26
         18.22 Authority                                              26
         18.23 Quiet Enjoyment                                        27
19.      RIGHT TO TERMINATE FOR LARGER PREMISES                       27
         SIGNATURES                                                   27


<PAGE>




                             WATERGATE OFFICE LEASE
                             ----------------------



 1.      PARTIES: BASIC LEASE PROVISIONS; DEFINED TERMS
         ----------------------------------------------

          1.1 Parties.  This Watergate Office Lease ("Lease") is entered into in
 the City of Emeryville, County of Alameda, State of California, between Spieker
 Properties,  L.P.,  a California  limited  partnership  ("Landlord"),  and U.S.
 Wireless Data, Inc., a Colorado Corporation ("Tenant").

          1.2 Basic Lease  Provisions.  The  following  Basic  Lease  Provisions
 constitute an integral part of this Lease,  and each reference in this Lease to
 the  Basic  Lease  Provisions  shall  mean  the  provisions  set  forth in this
 Paragraph 1.2.  Section  references in this Paragraph 1.2 are to the section in
 which the particular Basic Lease Provision is first discussed.  In the event of
 any conflict between the Basic Lease Provisions and the remainder of the Lease,
 the latter shall control.

          Lease Date:              9/12/97
                                   -------

          Address of Landlord:     2200 Powell Street
                                   Suite 325
                                   Emeryville, CA 94608

          Address of Tenant:       2200 Powell Street
                                   Suite 450
                                   Emeryville, CA 94608

Section 2: Premises:                 Suite 450
           Building:                 Tower II
                                     2200 Powell Street
                                     Emeryville, CA 94608
           Premises Rentable Area:   4,850 square feet
           Premises Useable Area:    4,181 square feet
           Building Rentable Area:   229,405 square feet
           Tenant Parking:           12 permits
           Parking Charge:           $42.00 per permit

Section 3: Term:                     5 years
           Commencement Date:        October 1, 1997
           Expiration Date:          September 30, 2002

Section 4: Base Rent:                To be stepped as follows:
                                     10/01/97 - 9/30/98      $9,942.50 per month
                                     10/01/98 - 9/30/99     $10,330.50 per month
                                     10/01/99 - 9/30/00     $10,767.00 per month
                                     10/01/00 - 9/30/01     $11,203.50 per month
                                     10/01/01 - 9/30/02     $11,640.00 per month
           Security Deposit:         $11,640.00
           Base Year:                1997
           Tenant's Share:           2.11%

         1.3  Defined  Terms.  Words and phrases which are  capitalized  in this
              Lease (other than words which are capitalized solely to denote the
              beginning of sentences) are defined terms. The definitions of such
              words and phrases are set forth in Section 17 of this Lease.
<PAGE>
 2.  PREMISES: COMMON AREAS; TENANT PARKING
     --------------------------------------

      2.1  Demise of  Premises.  On and  subject  to the  terms,  covenants  and
 conditions set forth in this Lease, Landlord demises the Premises to Tenant and
 Tenant rents and hires the Premises from Landlord. The usable and rentable area
 of the Premises.  and the rentable area of the Building, for all purposes under
 this Lease are  stipulated  to be as specified  in the Basic Lease  Provisions.
 Landlord shall not be liable to Tenant, nor shall Tenant have any claim against
 Landlord or defense to the  enforcement of this Lease if it is determined  that
 the actual  rentable or usable area of the Premises or the rentable area of the
 Building differs from that specified in the Basic Lease Provisions.

      2.2  Condition of Premises.  Except as otherwise  expressly  provided in a
 Scope of Work executed by Landlord and Tenant concurrently with their execution
 of this Lease,  Tenant shall accept the Premises in an "as is" condition on the
 date the Term  commences  and  Landlord  shall have no  obligation  to improve,
 alter,  remodel or otherwise  modify the Premises prior to Tenant's  occupancy.
 Landlord  shall  construct  or install in the  Premises  only the  improvements
 specified in the Scope of Work.  The Scope of Work, if any, will be attached as
 Exhibit B of this Lease,  and Landlord shall use reasonable  diligence to cause
 the Substantial  Completion of Landlord's Work pursuant to the Scope of Work in
 a timely manner.

      2.3 Common  Areas.  During the Term,  Tenant  shall have the  nonexclusive
 right to use of the Common Areas for their intended and usual purpose. However,
 the  manner  in which the  Common  Areas  are  maintained  shall be at the sole
 reasonable discretion of Landlord and use thereof shall be subject to the Rules
 and Regulations. Landlord reserves the right to make alterations,  additions or
 deletions  to, or to change the  location  of  elements  of the  Common  Areas,
 Building or Office  Complex,  and to use the roof,  exterior walls and the area
 above and  beneath  the  Premises,  together  with the right to  install,  use,
 maintain and replace equipment,  machinery,  pipes, conduits and wiring through
 the Premises,  which serve other parts of the Building or Office Complex,  in a
 manner and in locations which do not  unreasonably  interfere with Tenant's use
 of or access to the Premises.

      2.4 Tenant  Parking.  Tenant  shall have the right to obtain the number of
 parking permits  designated as Tenant Parking in the Basic Lease Provisions and
 each such permit shall authorize  Tenant or its employees to park one passenger
 automobile in the Parking Facilities. Issuance of such parking permits shall be
 subject to Tenant's  payment of the Parking Charge for each permit specified in
 the Basic Lease Provisions,  which Parking Charge shall be payable on the first
 day of each calendar  month during the Term and may be increased by Landlord at
 any time, and from time to time, during the Term upon not less than thirty (30)
 days prior  written  notice to Tenant.  Tenant and its  employees  shall at all
 times observe such terms and  conditions  and charges as may be  established by
 Landlord  from time to time  concerning  the  operation  and use of the Parking
 Facilities.  Tenant's  employees shall not be entitled to park in areas located
 in the Parking  Facilities  designated by Landlord for reserved  parking or for
 use by visitors to the Office Complex.

 3.  TERM
     ----

      3.1 Period.  The Term shall be for the period specified in the Basic Lease
 Provisions.  The Term shall commence on the Commencement  Date and shall end on
 the Expiration  Date, as such dates are determined  under  Paragraph 3.2 below,
 unless sooner terminated pursuant to any provision of this Lease.

      3.2  Term  Commencement.   The  anticipated   Commencement  Date  and  the
           corresponding  Expiration  Date  are  specified  in the  Basic  Lease
           Provisions.  However,  the  actual  Commencement  Date  shall  be the
           earlier  of (a)  the  date  Tenant  first  occupies  any  part of the
           Premises, or (b) the date of Substantial Completion of the Landlord's
           Work or (c) the date established by Landlord in
<PAGE>
the event of a delay by Tenant,  as provided in Paragraph 3.3(ii) below; and the
Expiration  Date  shall  be  adjusted  so that the  period  between  the  actual
Commencement  Date and the Expiration Date is equal to the Term specified in the
Basic Lease Provisions.  If the actual Commencement Date and the Expiration Date
differ from those  inserted in the Base Lease  Provisions  as of the Lease Date,
then promptly after the Commencement  Date,  Landlord and Tenant shall execute a
written  acknowledgment  of the  Commencement  Date and the Expiration Date, and
attach it as Exhibit C to this Lease.

        3.3     Delayed Occupancy.

          (i) Landlord shall use reasonable diligence to substantially  complete
     any  Landlord's  Work on or before the  Commencement  Date specified in the
     Basic Lease Provisions.  However, this Lease shall not be void or voidable,
     nor shall  Landlord  or its agents or  contractors  have any  liability  to
     Tenant,  by  reason  of  Landlord's   failure  to  substantially   complete
     Landlord's  Work by the  Commencement  Date  specified  in the Basic  Lease
     Provisions, or by reason of Landlord's failure to deliver possession of the
     Premises due to any other cause beyond Landlord's  reasonable control,  and
     postponement of Tenant's rental  obligation prior to delivery of possession
     of the Premises shall be Tenant's exclusive remedy and in sole satisfaction
     of all claims Tenant might  otherwise have by reason of Landlord's  failure
     to deliver the  Premises by the  Commencement  Date  specified in the Basic
     Lease Provisions.

          (ii)  Time is of the  essence  in  connection  with  the  delivery  to
     Landlord of each and every drawing, plan, specification,  schedule or other
     item required to be given by Tenant to Landlord or to be approved by Tenant
     pursuant  to  the  schedule  in  and  provisions  of  the  Scope  of  Work.
     Accordingly,  notwithstanding  any  contrary  provision  of this Lease,  if
     Landlord is delayed in the  Substantial  Completion of Landlord's Work as a
     result of (a) Tenant's failure to approve plans,  specifications,  changes,
     cost estimates and other items within the time limits specified therefor in
     the Work Letter, or (b) any change by Tenant in said plans, specifications.
     or other items after the expiration of such time limits, or (c) any default
     by Tenant relating to its obligations hereunder or under the Scope of Work,
     then, in any or all such  instances and without  limitation as to any other
     right or remedy  available  to  Landlord,  Landlord may under clause (c) of
     Paragraph 3.2 determine in its sole  reasonable  discretion that the actual
     Commencement  Date is the date that  Substantial  Completion  of Landlord's
     Work would have occurred but for such delay.

      3.4 Holding Over.  Tenant shall not be entitled to remain in possession of
 the Premises  after the  Expiration  Date or after earlier  termination of this
 Lease,  except with Landlord's prior written  consent.  Any such continuance of
 possession with Landlord's consent shall constitute a month-to-month tenancy on
 all of the terms and conditions of this Lease,  except that the Base Rent shall
 be 150% of the Base  Rent in effect as of the  Expiration  Date or the  earlier
 termination date. Any such continuance in possession without Landlord's consent
 (or after such  consent has been  withdrawn  upon  thirty (30) days'  notice to
 Tenant)  shall  constitute an unlawful  detention of the  Premises;  and Tenant
 shall indemnify,  defend and hold Landlord harmless from all claims,  losses or
 liability  resulting from Landlord's  inability to timely deliver possession of
 the Premises to any succeeding tenant.

 4.   BASE RENT; SECURITY DEPOSIT; OPERATING COSTS; TAXES
      ---------------------------------------------------

      4.1 Base Rent.  Tenant  shall pay to Landlord as monthly Base Rent for the
 Premises,  in advance,  without deduction,  setoff, prior notice or demand, the
 sum specified in the Basic Lease Provisions.  The first month's Base Rent shall
 be paid  upon  Tenant's  execution  of this  Lease,  and the Base Rent for each
 calendar  month  thereafter  during  the Term shall be paid on the first day of
 each such calendar month. If the  Commencement  Date occurs on a day other than
 the first day of a calendar month, the Base Rent payable for the first calendar
 month of the Term shall be
<PAGE>
prorated  on the basis  which the number of days of the Term in the first  month
bears to the total number of days in such month: and, in such case, Tenant shall
pay such prorated Base Rent to Landlord on the Commencement  Date, and the first
month's Base Rent paid upon  execution  of this Lease shall be credited  against
the Base Rent for the  second  calendar  month.  If the Term ends on a day other
than the last day of a  calendar  month,  the  Base  Rent  payable  for the last
calendar  month of the Term shall be  prorated  on the basis which the number of
days of the Term in the last calendar month bears to the total number of days in
such month.

 4.2  Security Deposit.

          (1) Upon Tenant's  execution of this Lease,  Tenant shall deposit with
     Landlord  the sum  specified  as the  Security  Deposit in the Basic  Lease
     Provisions.  which shall be held by Landlord as security  for the  faithful
     performance  by Tenant of all of the terms,  covenants,  and  conditions of
     this Lease,  it being  expressly  understood  and agreed that the  Security
     Deposit  is not an  advance  deposit  for rent or a measure  of  Landlord's
     damages in case of Tenant's  default.  If at any time Tenant's Base Rent is
     increased,  the  Security  Deposit  shall  also be  increased  by the  same
     percentage as the increase in Base Rent and Tenant  shall,  within ten (10)
     days after  receipt of notice of such  increase in Base Rent,  deposit cash
     with Landlord in an amount sufficient to effect such adjustment.

          (ii) The Security Deposit may be retained, used or applied by Landlord
     to remedy any default by Tenant,  to repair  damage caused by Tenant to any
     part of the  Premises  or the  Building,  and to clean  the  Premises  upon
     expiration or earlier  termination  of this Lease,  as well as to reimburse
     Landlord  for any 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 the
     Security Deposit is so used or applied,  Tenant shall, within ten (10) days
     after  written  demand  therefor,  deposit cash with  Landlord in an amount
     sufficient  to restore the  Security  Deposit to the full  amount  required
     hereunder, and Tenant's failure to do so shall be a material breach of this
     Lease. Landlord shall not be required to keep the Security Deposit separate
     from its general funds, and Tenant shall not be entitled to interest on, or
     any other compensation for,  Landlord's  retention of the Security Deposit.
     Tenant may not elect to apply any portion of the  Security  Deposit  toward
     payment  of Base Rent or any other  amounts  payable  by Tenant  under this
     Lease,  although  Landlord  may  elect to do so in the  event  Tenant is in
     default or is insolvent. If Tenant shall fully and faithfully perform every
     provision of this Lease to be performed by it, the Security  Deposit or any
     balance  thereof shall be returned to Tenant at Tenant's last known address
     (or, at  Landlord's  option,  to the last  assignee  of  Tenant's  interest
     hereunder)  within thirty (30) days after the Term has ended and Tenant has
     vacated the Premises.

     4.3 Operating  Costs.  Tenant shall pay to Landlord  Tenant's  Share of the
Increased Operating Costs as follows:

          (i)  Landlord  shall  submit  to  Tenant,  before  January  1 of  each
     Subsequent  Year, or as soon thereafter as Landlord has sufficient  data, a
     reasonably  detailed  statement showing the estimated  Increased  Operating
     Costs  for  such  Subsequent  Year,  which  determination  shall be made by
     Landlord based upon  experience with actual costs and  projections.  At the
     first  monthly  Base Rent  payment  date  following  the  submittal of such
     statement  and at each  succeeding  monthly rent  payment  date  thereafter
     during the Subsequent Year, Tenant shall pay to Landlord an amount equal to
     one-twelfth (1/12th) of the Increased Operating Costs. If Landlord does not
     submit said statement to Tenant prior to January 1 of any Subsequent  Year,
     Tenant shall  continue to pay  Tenant's  Share of the  Increased  Operating
     Costs at the then  existing  rate until such  statement is  submitted  and,
     thereafter,  at the  monthly  Base Rent  payment  date next  following  the
     submittal  of  such  statement  Tenant  shall  pay  Tenant's  Share  of the
     Increased  Operating  Costs  based on the rate set forth in such  statement
     plus, if the new rate is greater than
<PAGE>

     the old rate,  the  difference  accrued from  January 1 of such  Subsequent
     Year.  Landlord may revise such estimated  Increased Operating Costs at the
     end of any calendar quarter.

          (ii)  On or  before  March  31  of  the  second  and  each  succeeding
     Subsequent  Year or as soon  thereafter  as Landlord has  sufficient  data,
     Landlord shall submit to Tenant a reasonably detailed statement showing the
     actual  Building  Operating  Costs paid or incurred by Landlord  during the
     previous calendar year. If Tenant's Share of the actual Increased Operating
     Costs is less than the amount of Tenant's Share of the estimated  Increased
     Operating  Costs  for the  previous  Subsequent  Year  theretofore  paid by
     Tenant,  Landlord shall credit such  difference  against the next increased
     Operating  Costs  payments  coming  due.  If  Tenant's  Share of the actual
     Increased  Operating Costs is more than the amount of Tenant's Share of the
     estimated  Increased  Operating  Costs for such  previous  Subsequent  Year
     theretofore paid by Tenant, Tenant shall pay to Landlord the full amount of
     such  difference  at the monthly Base Rent payment date next  following the
     submittal of such statement to Tenant.

          (iii) If the  Expiration  Date or the date of earlier  termination  of
     this Lease is other than December 31 the Operating  Costs for both the Base
     Year and the last  Subsequent  Year  shall  be  prorated  based on what the
     number of days in the Term in the last  Subsequent  Year bears to 365;  and
     any amounts  owed or to be credited  pursuant to  Paragraph  4.3.2 shall be
     paid at the time in the  last  Subsequent  Year,  or in the  calendar  year
     immediately  following  the last  Subsequent  Year,  that  such  amount  is
     calculated pursuant to Paragraph 4.3(ii).

      4.4 Taxes Payable By Tenant.  Tenant shall pay before  delinquency any and
 all taxes levied or assessed and which become payable by Tenant (or directly or
 indirectly by Landlord; during the Term (excluding,  however, state and federal
 personal or corporate  income taxes measured by the income of Landlord from all
 sources, capital stock taxes. and estate and inheritance taxes), whether or not
 now  customary or within the  contemplation  of the parties  hereto,  which are
 based upon, measured by or otherwise  calculated with respect to: (a) the gross
 or  net  rental  income  of  Landlord  under  this  Lease,  including,  without
 limitation, any gross receipts tax levied by any taxing authority, or any other
 gross income tax or excise tax levied by any taxing  authority  with respect to
 the  receipt  of the  rental  payable  hereunder;  (b) the  value  of  Tenant's
 equipment,  furniture,  fixtures  or other  personal  property  located  in the
 Premises:  (c)  the  possession,  lease,  operation,  management,  maintenance,
 alteration,  repair,  use or occupancy by Tenant of the Premises or any portion
 thereof; (d) the value of any leasehold improvements,  alterations or additions
 made in or to the Premises,  regardless of whether title to such  improvements,
 alterations  or  additions  shall  be  in  Tenant  or  Landlord;  or  (e)  this
 transaction or any document to which Tenant is a party creating or transferring
 an interest or an estate in the Premises.

      4.5 Late Charges and Interest.  All amounts payable under this Lease shall
 be paid in lawful  money of the United  States of  America.  Any amount of Base
 Rent, Tenant's Share of Increased Operating Costs, Parking Charges or any other
 amount payable under this Lease which is not paid within ten (10) days after it
 is due shall be subject to a late charge of 5% of the amount unpaid. Any amount
 due to  Landlord  that is not paid when due shall bear  interest at the Overdue
 Rate, except that no interest shall accrue for the month in which a late charge
 is assessed.  Tenant's failure to perform any monetary  obligations  under this
 Lease shall have the same consequences as Tenant's failure to pay Base Rent.

 5.    USES
       ----

      5.1  Authorized.  Tenant shall use the Premises  solely for general office
 purposes and for no other purpose. Tenant shall not use or permit or suffer the
 Premises or any part thereof to be used for any purpose  other than the purpose
 expressly authorized herein.
<PAGE>
      5.2 Suitability.  Tenant  acknowledges that neither Landlord nor any agent
 of  Landlord  has made any  representation  or  warranty  with  respect  to the
 Premises,  the  Building  or  the  Office  Complex,  or  with  respect  to  the
 suitability of same for the conduct of Tenant's  business,  except as expressly
 provided in this Lease. Tenant's acceptance of possession of the Premises shall
 conclusively  establish  that the foregoing  were at such time in  satisfactory
 condition.

      5.3  Insurance.  Tenant  shall not do or suffer  anything to be done in or
 about the Premises, nor shall Tenant bring or allow anything to be brought into
 the Premises,  which will in any way increase the rate of any fire insurance or
 other insurance upon the Building or its contents, cause a cancellation of said
 insurance or otherwise affect said insurance in any manner.

      5.4 Laws.  Tenant  shall not do or suffer  anything to be done in or about
 the Premises which will in any way conflict with any law, statute, ordinance or
 other governmental rule, regulation or requirement now in force or which may be
 subsequently  enacted  or  promulgated.  Tenant  shall,  at its  sole  cost and
 expense,  promptly comply with each and all of said  governmental  measures and
 also with the  requirements of any board of fire  underwriters or other similar
 body now or hereafter constituted to deal with the condition,  use or occupancy
 of the  Premises,  excluding  structural  changes not related to or affected by
 Tenant's   alterations,   additions  or  improvements.   Without  limiting  the
 generality of the foregoing, Tenant will maintain throughout the Term a copy of
 the most current list of chemicals  known to the State of  California  to cause
 cancer or reproductive  toxicity,  as published by the State Health and Welfare
 Agency in accordance with the Safe Drinking Water and Toxic  Enforcement Act of
 1986 ("Proposition  65"). Tenant will monitor the chemicals Tenant maintains on
 the  Premises  and will  comply  with  both the  warning  requirements  and the
 discharge prohibitions of Proposition 65 for all chemicals on the Premises that
 appear on such list. The judgment of any court of competent jurisdiction or the
 admission of Tenant in any judicial action, regardless of whether Landlord is a
 party thereto,  that Tenant has violated any of said  governmental  measures or
 requirements shall be conclusive of that fact as between Landlord and Tenant.

      5.5 Nuisance. Tenant shall not place or permit to be placed on any floor a
 load  exceeding  the floor load which such floor was designed to carry.  Tenant
 also shall not do or suffer  anything to be done in or about the Premises which
 will in any way  obstruct  or  interfere  with the  rights of other  tenants or
 occupants  of the Building or injure or annoy said  tenants or  occupants,  nor
 shall Tenant use or suffer the  Premises to be used for any unlawful  purposes.
 In no event shall Tenant cause or permit any nuisance in or about the Premises,
 and no  loudspeakers or similar devices shall be used without the prior written
 approval  of  Landlord,  which  approval  may be withheld  in  Landlord's  sole
 discretion.  Tenant shall not commit or suffer to be committed  any waste in or
 upon 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 Building.

      5.6  Rules  and  Regulations.  Tenant  shall  comply  with the  Rules  and
 Regulations  for the Building,  together with all  modifications  and additions
 thereto adopted by Landlord from time to time. If there is any conflict between
 the Rules and Regulations  and the provisions of this Lease,  the provisions of
 this Lease shall  prevail.  Landlord shall not be responsible to Tenant for the
 nonperformance  of any of the Rules and  Regulations  by any other  tenants  or
 occupants of the Building.

 6.   SERVICES  AND UTILITIES

      6.1 Basic  Services by Landlord.  Provided  Tenant is not in default under
 this Lease,  and subject to the  provisions  elsewhere in this Lease and to the
 Rules and  Regulations  of the  Building,  Landlord  shall furnish the Premises
 with: (a) water, sewage and electricity suitable in Landlord's judgment for the
 intended  use of the Premises  and for the  operation  of a reasonable  number,
 based on customary use for general office  purpose,  of desktop office machines
 and ordinary copying
<PAGE>
machines (b) heat and air  conditioning  between 8:00 a.m. and 5:00 p.m. on days
other than Saturdays,  Sundays and generally recognized  holidays,  in an amount
reasonably required in Landlord's judgment for the comfortable occupation of the
Premises:  (c)  elevator  service,  which  shall mean  service  by  non-attended
automatic elevators or elevators with attendants,  either or both, at the option
of Landlord;  and (d) daily janitorial service (five nights per week) similar to
that which is provided in comparable office buildings in the  Oakland/Emeryville
area. Landlord shall maintain the Common Areas in a clean and orderly manner and
in a good state of repair.

      6.2 Additional Heating and Air Conditioning. Landlord shall use reasonable
 efforts to provide  additional or after-hours  heating or air  conditioning  at
 Tenant's request, provided Tenant pays to Landlord the cost of such services as
 determined solely by Landlord based upon Landlord's reasonable estimates of the
 costs of such additional services,  plus a reasonable charge (not to exceed l0%
 of the cost of such services) for  Landlord's  overhead  expense.  Tenant shall
 keep all draperies  closed when necessary  because of the sun's position and at
 all times  cooperate  fully with Landlord and abide by all the  regulations and
 requirements  which  Landlord  may  prescribe  from time to time for the proper
 functioning  and processing of the heating,  ventilating  and air  conditioning
 systems. Whenever heat-generating machines or equipment or lighting used in the
 Premises  by Tenant  affect the  temperature  otherwise  maintained  by the air
 conditioning system, Landlord shall have the right to install any machinery and
 equipment  Landlord deems necessary to restore the  temperature  balance in any
 affected part of the Building,  including but not limited to  modifications  to
 the Building's air  conditioning  system or installation of  supplementary  air
 conditioning units. Tenant shall pay the cost thereof,  including  installation
 and any additional costs of operation and maintenance  occasioned  thereby,  to
 Landlord upon demand.

      6.3 Special  Apparatus.  Tenant shall not,  except with  Landlord's  prior
 written  consent,  which consent may be withheld in Landlord's sole discretion,
 either: (a) use any apparatus or device in the Premises which will increase the
 amount of cooling,  ventilation,  electricity or water supplied to the Premises
 beyond  that  usually  supplied  for general  office  use; or (b) connect  with
 electric  current or water  pipes any device or  apparatus  for the  purpose of
 using electrical  current or water,  except as such connections now exist or as
 may be provided for the Scope of Work.  If Landlord  consents to the use and/or
 connection of any  apparatus or device  described in clauses (a) and (b) above,
 Landlord  may  install  meters and  similar  monitoring  devices to measure the
 amount of utilities  consumed by such apparatus or devices and Tenant shall pay
 for  the  cost  of all  work  and  materials  required  for  the  installation,
 maintenance and use of such meters and monitoring  devices.  If Landlord elects
 not to install a special meter or monitoring  device,  Landlord shall determine
 the amount of additional  utilities and resources consumed by such apparatus or
 device based upon Landlord's  reasonable estimates and best judgment,  and such
 determination,  made in good faith by Landlord,  shall be conclusive on Tenant.
 Tenant shall pay to Landlord promptly upon demand the cost of any excess use of
 utilities and resources  based on the rates charged by the local public utility
 company or other supplier furnishing same, plus any additional expense incurred
 by Landlord in keeping account of the foregoing and administering same.

      6.4  Interruption  In Service.  Landlord shall use  reasonable  efforts to
 remedy any  interruption in the furnishing of services and utilities.  However,
 Landlord  shall nor be in default  under  this Lease or liable for any  damages
 directly or indirectly arising from, nor shall the rent be abated by reason of,
 any  failure  to  provide  or any  reduction  in any of the above  services  or
 utilities  if such  failure or  reduction is caused by the making of repairs or
 improvements  to the Premises or the Building,  the  installation of equipment.
 acts of God or the elements,  labor disturbances of any character, or any other
 events or conditions  whatsoever beyond the reasonable control of Landlord,  or
 rationing or  restrictions  on the use of said  services and  utilities  due to
 energy  shortages or other  causes  whether or not any of the above result from
 acts or  omissions  of  Landlord.  Furthermore,  Landlord  shall be entitled to
 cooperate  voluntarily  in a  reasonable  manner with the efforts of  national,
 state or local governmental bodies or utilities suppliers in reducing energy or
 other resources consumption. The failure of Landlord to provide the utilities
<PAGE>
and services  specified in this Section 6 shall not constitute a constructive or
other eviction Tenant.

      6.5 Tenant's Other  Utilities.  Tenant shall pay prior to delinquency  for
 all telephone and all other materials and services not expressly required to be
 provided by  Landlord,  which may be  furnished  to or used in, on or about the
 Premises during the Term.

 7.   TENANT'S ALTERATIONS; PROTECTION AGAINST LIENS
      ----------------------------------------------

      7.1  Landlord's  Consent  Required.  Tenant shall not make or permit to be
 made any  alterations,  additions or  improvements  to the Premises or any part
 thereof,  without first obtaining Landlord's written consent. When applying for
 such consent, Tenant shall, if required by Landlord, furnish complete plans and
 specifications   for  such   alterations,   additions  or   improvements.   All
 alterations,  additions or  improvements  to the Premises shall be performed by
 contractors  selected and  supervised  by Landlord for Tenant's  account and at
 Tenant's sole cost and expense. Within ten (10) days after receipt of a written
 statement from Landlord,  Tenant shall reimburse Landlord for all costs arising
 in  connection  with  Landlord's  review  of  plans  and   specifications   and
 supervision of  contractors.  Landlord shall have the right to require that any
 contractor  performing  alterations,  improvements or additions to the Premises
 shall,  prior to commencement of any work,  provide Landlord with a performance
 bond and labor and materials  payment bond in the amount of the contract  price
 for the work,  naming Landlord and Tenant (and any other persons  designated by
 Landlord  as   co-obligees).   All   alterations,   additions,   fixtures   and
 improvements,  including without limitation all improvements made pursuant to a
 Scope of Work, whether temporary or permanent in character, made in or upon the
 Premises  either by  Landlord or Tenant,  shall at once belong to Landlord  and
 become  part  of  the  Premises  and  shall  remain  on  the  Premises  without
 compensation  of any kind to Tenant,  unless  Landlord  requires  their removal
 under Paragraph 7.2 below.  Tenant shall carry insurance as required by Section
 10 covering any improvements,  alterations or additions to the Premises made or
 paid  for by  Tenant,  it  being  understood  and  agreed  that  none  of  such
 alterations,  additions or improvements  shall be insured by Landlord nor shall
 Landlord be required  under any provision of this Lease to repair,  reconstruct
 or reinstall any such alterations, additions or improvements. Movable furniture
 and equipment  which are removable  without  material damage to the Building or
 the Premises shall remain the property of Tenant.

      7.2  Removal  of  Tenant's   Alterations.   Notwithstanding  any  contrary
 provision in this Lease,  Tenant shall,  upon  Landlord's  written request made
 prior to or  within  thirty  (30) days  following  the  Expiration  Date or the
 earlier termination of this Lease, promptly remove any alterations,  additions,
 fixtures or  improvements  designated  by Landlord to be removed and repair any
 damage to the Premises resulting from such removal. Landlord may, in connection
 with any such removal which might in Landlord's  judgment involve damage to the
 Premises,  require that such removal be  performed  by a bonded  contractor  or
 other  person  for whom a bond  satisfactory  to  Landlord  has been  furnished
 covering the cost of repairing the anticipated damage.

     7.3 Protection Against Liens. Tenant shall keep the Premises,  the Building
and the  Common  Areas  free  from  any  liens  arising  out of work  performed,
materials furnished, or obligations incurred by Tenant and shall indemnify, hold
harmless and defend Landlord from any liens and encumbrances  arising out of any
work performed or materials  furnished by or at the direction of Tenant.  In the
event that Tenant shall not, within twenty (20) days following imposition of any
such lien,  cause such lien to be  released of record by payment or posting of a
proper bond,  Landlord shall have, in addition to all other remedies provided in
this Lease and by law,  the right,  but no  obligation,  to cause the same to be
released by such means as Landlord shall deem proper,  including  payment of the
claim giving rise to such lien.  All such sums paid by Landlord and all expenses
incurred by it in connection  therewith,  including  attorneys'  fees and costs,
shall be payable by Tenant upon demand  with  interest at the Overdue  Rate from
the date
<PAGE>
such sums are paid or expenses  incurred by  Landlord.  Landlord  shall have the
right at all times to post and keep posted on the Premises any notices permitted
or required by law, or which Landlord  shall deem proper,  for the protection of
Landlord and the Premises,  and any other party having an interest therein, from
mechanics' and  materialmen's  liens, and Tenant shall give to Landlord at least
ten (10) business days' prior written notice of the date of  commencement of any
work relating to alterations, additions or improvements in or to the Premises.

 8.  MAINTENANCE AND REPAIRS
     -----------------------

      8.1 Landlord's Obligations.  Subject to Sections 15 and 16, Landlord shall
 maintain in good order,  condition  and repair the  structural  portions of the
 Building  including  the  exterior  walls,  underflooring  and roof,  the basic
 heating,  ventilating,  air  conditioning,   plumbing,   electrical,  and  fire
 detection and security systems,  and all other portions of the Premises not the
 obligation of Tenant or any other tenant in the Building.  However, if any such
 maintenance or repair becomes necessary in whole or in part because of wrongful
 acts or  omissions  by  Tenant  or  Tenant's  employees,  agents,  invitees  or
 customers,  or because of a breaking and entering,  Tenant shall pay the entire
 cost  thereof  upon demand.  Landlord  shall not be liable to Tenant,  and rent
 shall not be abated,  for any failure by Landlord to maintain  and repair areas
 which are being used in connection with construction of improvements or for any
 failure to make any repairs or perform  any  maintenance  unless  such  failure
 shall  continue  for an  unreasonable  time  after  written  notice of the need
 therefor  is given to  Landlord  by Tenant.  Landlord  shall also not be liable
 under any  circumstances  for loss of profits or for injury to or  interference
 with Tenant's  business arising from or in connection with the making of or the
 failure  of  Landlord  to  make  any  repairs,   maintenance,   alterations  or
 improvements  in or to any portion of the Building or the Common Areas or in or
 to fixtures, appurtenances and equipment therein.

     8.2 Tenant's Obligations


          (i) Tenant shall  maintain the Premises in good order,  condition  and
     repair including the interior  surfaces of the ceilings,  walls and floors,
     all doors,  interior  windows and all plumbing pipes,  valves and fixtures,
     electrical wiring,  panels,  switches, and all other fixtures and equipment
     installed for the use of the Premises by Tenant.  Tenant  expressly  waives
     the benefit of any statute, ordinance or judicial decision now or hereafter
     in effect which would otherwise  afford Tenant the right to make repairs at
     Landlord's expense or to terminate this Lease because of Landlord's failure
     to keep the Premises in good order, condition and repair.

          (ii)  Upon the  Expiration  Date or the  earlier  termination  of this
     Lease,  Tenant  shall  surrender  the  Premises  in the same  condition  as
     received, except for ordinary wear and tear and damage by fire, earthquake,
     acts of God or the elements,  not caused by the wrongful omission of Tenant
     or Tenant's  agents,  and shall promptly remove or cause to be removed,  at
     Tenant's expense, from the Premises and the Building any signs, notices and
     displays placed by Tenant.

          (iii)  Tenant  shall repair any damage to the Premises or the Building
     caused by or in  connection  with the  removal of any  articles of personal
     property, business or trade fixtures,  machinery,  equipment,  cabinetwork,
     furniture,  movable  partitions  or permanent  improvements  or  additions,
     including without limitation, repairing the floor and patching and painting
     the walls where required by Landlord to Landlord's reasonable satisfaction,
     but excluding any damage caused by reasonable  use.  Tenant shall indemnify
     Landlord against any loss or liability resulting from delay by Tenant in so
     surrendering the Premises, including without limitation, any claims made by
     any succeeding tenant founded on such delay.

<PAGE>

          (iv) Tenant shall do 311 acts  required to comply with all  applicable
     laws, ordinances, regulations and rules of any public authority relating to
     Tenant's use and occupancy of the Premises.

          (v) If Tenant fails to maintain the Premises in good order,  condition
     and repair, or to comply with applicable laws,  ordinances,  regulations or
     rules,  Landlord shall give Tenant notice to do such acts as are reasonably
     required to satisfy its obligations  under this paragraph.  If Tenant fails
     to promptly  commence such work and diligently  prosecute it to completion,
     Landlord  shall  have the  right,  but no  obligation,  to do such acts and
     expend  such funds as are  reasonably  required to perform  such work.  Any
     amount so  expended  by  Landlord  shall be paid by Tenant  promptly  after
     demand  with  interest  at the  Overdue  Rate  from the date of such  work.
     Landlord shall have no liability to Tenant for any damage, inconvenience or
     interference  with  the  use of the  Premises  by  Tenant  as a  result  of
     performing any such work.

 9.   INDEMNITY AND EXEMPTIONS OF LANDLORD
      ------------------------------------

      9.1 Indemnity.  Tenant shall indemnify, hold harmless, and defend Landlord
 against any and all claims of  liability  for any death or injury to any person
 or damage to any property whatsoever  occurring in, on or about the Premises or
 any part thereof,  or occurring  in, on or about any of the Common Areas,  when
 such  injury or  damage  is caused in whole or in part by the act,  negligence,
 fault or omission of any duty with  respect to the same by Tenant,  its agents.
 contractors,  employees, invitees or customers. Tenant shall further indemnify,
 hold harmless and defend Landlord from and against any and all claims,  actions
 and  liabilities  arising from (a) any breach or default in the  performance of
 any obligation on Tenant's part to be performed under this Lease, or b) arising
 from  any act or  negligence  of  Tenant,  or any of its  agents,  contractors,
 invitees  or  employees,  or (c) any  Environmental  Damages  arising  from the
 presence of Hazardous  Materials upon,  within or about the Premises due to any
 act or  omission  of  Tenant or any of its  agents,  contractors,  invitees  or
 employees, or (d) violation of any Environmental Requirements pertaining to the
 Premises  or the  activities  therein,  and (e) from  and  against  all  costs,
 attorneys' fees,  expenses and liabilities  incurred in the defense of any such
 claim,  action or Liability.  and any proceeding  brought thereon.  In case any
 action or proceeding be brought  against  Landlord by reason of any such claim,
 Tenant, upon notice from Landlord, shall defend the same at Tenant's expense by
 counsel  reasonably  satisfactory to Landlord  provided,  however,  that Tenant
 shall not be liable  for  damage to  property  or death or injury to  person(s)
 occasioned by the active  negligence or  intentional  misconduct of Landlord or
 its agents or  employees  unless  covered by  insurance  Tenant is  required to
 provide.

      9.2 Exemption of Landlord From  Liability.  Tenant hereby assumes all risk
 of damage to property or injury to persons in, upon or about the Premises  from
 any cause  other  than the  active  negligence  or  intentional  misconduct  of
 Landlord and its agents or employees.  Without  limiting the  generality of the
 foregoing,  Landlord  shall not be  liable  for  injury or damage  which may be
 sustained by the person,  goods, wares,  merchandise or property of Tenant, its
 employees,  invitees or customers, or any other person in or about the Premises
 caused by or resulting from fire, steam, electricity, gas, water or rain, which
 may leak or flow from or into any part of the  Premises,  or from the breakage,
 leakage,  obstruction  or  other  defects  of  the  pipes,  sprinklers,  wires,
 appliances,  plumbing,  heating,  air conditioning or lighting  fixtures of the
 same,  whether the damage or injury  results from  conditions  arising upon the
 Premises or upon other portions of the Building or from other sources. Landlord
 shall not be liable for any  damages  arising  from any act or  omission of any
 other tenant or occupant of the Building.
<PAGE>

 10.   INSURANCE
       ---------

       10.1   Tenant's Insurance.

          (i) At all times  during  the Term  Tenant  shall  maintain  in effect
     policies of casualty insurance  covering (a) all alterations,  additions or
     improvements in, on or to the Premises as may be made or paid for by Tenant
     (other than building  standard  improvements),  and (b) all trade fixtures,
     merchandise  and other  personal  property from time to time in, on or upon
     the  Premises,  in an amount not less than their actual  replacement  cost,
     providing  protection  against any peril included within the classification
     "Fire and Extended  Coverage"  together with  insurance  against  sprinkler
     damage, vandalism and malicious mischief,  including cost of debris removal
     and demolition. Replacement cost for purposes hereof shall be determined by
     mutual  agreement,  or failing such  agreement by an  accredited  appraiser
     selected  by  Landlord,  with  the  cost of such  appraisal  to be borne by
     Tenant.  The  proceeds  of such  insurance  shall be used for the repair or
     replacement  of the  property so insured.  Upon  termination  of this Lease
     following a casualty as set forth in Section 16, the proceeds  under clause
     (a) above shall be paid to  Landlord,  and the  proceeds  under  clause (b)
     above shall be paid to Tenant.

          (ii) At all times  during the Term  Tenant  shall  maintain  in effect
     workers'  compensation  insurance and  comprehensive  public  liability and
     property damage insurance  adequate to protect  Landlord against  liability
     for injury to or death of any person or loss or injury to any  property  in
     connection  with the  activities  of Tenant in, on or about the Premises or
     with the use, operation or condition of the Premises. Such insurance at all
     times shall afford  combined single limit coverage in an amount of not less
     than Two Million Dollars  ($2,000.000).  The limits of such insurance shall
     not limit the  liability of Tenant under this Lease.  All public  liability
     and property  damage  policies  shall  contain a provision  that  Landlord,
     although named as an insured,  shall  nevertheless  be entitled to recovery
     under said policies for any loss occasioned to it, its servants,  agents or
     employees by reason of Tenant's negligence.

          (iii) All insurance  required to be carried by Tenant  hereunder shall
     be issued by responsible insurance companies acceptable to Landlord and any
     Mortgagee.  All policies of  insurance  provided for in this Lease shall be
     issued by  insurance  companies  licensed  to do  business  in the State of
     California,  with general policy holder's rating of nor less than "A" and a
     financial  rating of not less than  "Class X" as raced in the most  current
     available "Best's  Insurance  Reports." Each policy shall name Landlord and
     at  Landlord's  request any Mortgagee as an  additional  insured,  as their
     respective  interests may appear,  and a duplicate original of all policies
     or  certificates  evidencing  the existence  and amounts of such  insurance
     shall be  delivered  to  Landlord by Tenant at least ten (10) days prior to
     Tenant's occupancy of the Premises.  All policies of insurance delivered to
     Landlord must contain a provision that the company writing said policy will
     give  Landlord   thirty  (30)  days'  written  notice  in  advance  of  any
     cancellation  or lapse  of or any  change  in such  insurance.  All  public
     liability,  property damage and other casualty  insurance policies shall be
     written as primary  policies' not  contributing  with, and not in excess of
     coverage  which  Landlord may carry.  Tenant shall  furnish  Landlord  with
     renewals or "binders" of any such policy at least thirty (30) days prior to
     the  expiration  thereof.  If Tenant  does not procure  and  maintain  such
     insurance,  Landlord  may  (but  shall  not be  required  to)  obtain  such
     insurance on Tenant's behalf and charge Tenant the premiums  therefor which
     shall  be  payable  upon  demand,  and no such  action  by  Landlord  shall
     constitute a waiver of Tenant's  default  hereunder.  Tenant may carry such
     insurance  under a blanket policy,  provided such blanket policy  expressly
     affords  the  coverage  required by this Lease by a  Landlord's  protective
     liability endorsement or otherwise.

<PAGE>
          (iv)  Every  three  (3)  years  during  the  Term or  whenever  Tenant
     materially  improves or alters the  Premises,  Tenant  shall  increase  the
     policy  limits for the insurance to be carried by Tenant under this Section
     10 to such amounts as Landlord reasonably determines are appropriate.

       10.2 Landlord's  Insurance.  At all times during the Term, Landlord shall
 maintain in effect a policy or policies of  insurance  covering the Building in
 an  amount  not  less  than  ninety  percent  (90%)  of ful1  replacement  cost
 (exclusive  of the cost of  excavations,  foundations,  footings and all tenant
 improvements constructed at the request or cost of Tenant, but inclusive of the
 cost of building  standard  tenant  improvements)  from time to time during the
 Term,  providing  protection  against  any  peril  generally  included  in  the
 classification  "Fire and Extended  Coverage"  together with insurance  against
 sprinkler damage.  vandalism and malicious mischief.  Landlord's  obligation to
 carry the insurance  provided for herein may be brought  within the coverage of
 any blanket policy or policies of insurance carried and maintained by Landlord.
 In  addition to the  coverage  required by this  paragraph,  Landlord  shall be
 entitled to procure (and include the premiums therefor in Operating Costs) such
 other  types  of  insurance  and in such  amounts  as  Landlord  may deem to be
 necessary or appropriate.

       10.3  Subrogation  Waiver.  Landlord and Tenant each hereby waive any and
 all rights of recovery  against the other or against  the  officers.  partners,
 employees,  agents  and  representatives  of the  other,  on account of loss or
 damage of such waiving party or its  property,  or the property of others under
 its control,  to the extent that such loss or damage is insured  against  under
 any fire and extended coverage  insurance policy which either may have in force
 at the time of such loss or damage.  Tenant shall,  upon obtaining the policies
 of insurance required under this Lease, give notice to its insurance carrier(s)
 that the foregoing mutual waiver of subrogation is contained in this Lease. The
 waivers set forth  herein shall be required  and  effective  only to the extent
 such  waivers  are  available  from each  party's  insurer  without  additional
 premium; if an extra charge is incurred to obtain such waiver, it shall be paid
 by the party in whose  favor the waiver  runs  within  fifteen  (15) days after
 written  notice from the other party,  and, if not so paid,  such other party's
 waiver under this paragraph shall be neither required nor effective.

 11.   ASSIGNMENT AND SUBLETTING
       -------------------------

       11.1  Landlord's  Consent  Required.   Tenant  shall  not  sell,  assign,
 mortgage, pledge, hypothecate, encumber or otherwise transfer this Lease or any
 interest  therein,  and shall not sublet the Premises or any part  thereof,  or
 suffer or permit the  Premises or any part  thereof to be occupied by any other
 person (the agents,  employees,  and invitees of Tenant excepted),  without the
 prior written  consent of Landlord in each  instance;  and any attempt to do so
 without such  consent  shall be voidable  and, at  Landlord's  election,  shall
 constitute a noncurable default under this Lease. No interest of Tenant in this
 Lease or the Premises  shall be assignable by operation of law.  Subject to the
 terms and conditions contained in this section, Landlord shall not unreasonably
 withhold its consent to a voluntary assignment of this Lease or a subletting of
 the Premises.

      11.2 Tenant's  Application.  If Tenant  desires at any time to assign this
 Lease or to sublet the Premises or any portion thereof,  Tenant shall submit to
 Landlord at least thirty (30) days prior to the proposed  effective date of the
 assignment  or  sublease,  in  writing:  (a) a notice  of  intent  to assign or
 sublease,  setting forth the proposed  effective date thereof;  (b) the name of
 the proposed assignee or subtenant;  (c) the nature of the proposed  assignee's
 or  subtenant's  business to be carried on in the  Premises;  (d) the terms and
 provisions  of the  proposed  assignment  or  sublease  and (e) such  financial
 information  as  Landlord  may  request  concerning  the  proposed  assignee or
 subtenant, including recent financial statements and bank references.


<PAGE>
         11.3 Required  Provisions.  All assignment or sublease agreements shall
 (a) contain such terms as are described in Tenant's notice under Paragraph 10.2
 above or as otherwise agreed by Landlord,  (b) prohibit further  assignments or
 subleases  except  with  Landlord's  written  consent,   (c)  impose  the  same
 obligations and condition on the assignee or sublessee as are imposed on Tenant
 by this Lease (except as to rent and term or as otherwise  agreed by Landlord),
 (d) be expressly  subject and  subordinate to each and every  provision of this
 Lease,  (e) have a term that expires on or before the Expiration  Date, and (f)
 provide that Tenant  and/or the  assignee or  sublessee  shall pay Landlord the
 amount of any  additional  costs or expenses  incurred by Landlord for repairs,
 Maintenance  or  otherwise as a result of any change in the nature of occupancy
 caused by the assignment or sublease.

       11.4 Bonus  Rent.  Landlord  shall be  entitled to receive all Bonus Rent
 payable in connection with any assignment or sublease. Within fifteen (15) days
 after written request by Landlord, Tenant shall provide and certify to Landlord
 all financial information required for the calculation of Bonus Rent.

       11.5 Fees for Review.  If Landlord retains the services of an attorney to
 review any aspect of the proposed  assignment or sublease  transaction,  Tenant
 shall pay to Landlord all attorneys'  fees  reasonably  incurred by Landlord in
 connection therewith.  Tenant shall pay such attorneys' fees to Landlord within
 thirty (30) days after written request therefor.

       11.6 No Release of Tenant.  No consent of Landlord to any  assignment  or
 subletting by Tenant shall relieve Tenant of the obligations to be performed by
 Tenant under this Lease,  whether accruing before or after such assignment,  or
 subletting,  and  notwithstanding  any  subsequent  modification,  extension or
 renewal of this Lease made with or without  Tenant's  consent.  The  consent by
 Landlord  to any  transfer  or  subletting  shall not  relieve  Tenant from the
 obligation to obtain  Landlord's  express  prior  written  consent to any other
 transfer or  subletting.  The  acceptance by Landlord of payment from any other
 person shall not be deemed to be a waiver by Landlord of any  provision of this
 Lease or to be a consent to any  transfer  or  sublease,  or to be a release of
 Tenant from any obligation  under this Lease. If this Lease is assigned,  or if
 the  Premises or any part  thereof  are sublet or occupied by any person  other
 than Tenant,  Landlord may, after default by Tenant,  collect the rent from any
 such  assignee,  transferee,  subtenant  or  occupant  and apply the net amount
 collected to the rent reserved herein,  and no such action by Landlord shall be
 deemed a consent to such assignment, transfer, sublease or occupancy.

       11.7 Assumption of Obligations.  Each assignee of Tenant shall assume all
 obligations  of Tenant under this Lease and shall be and remain liable  jointly
 and severally  with Tenant for the payment of the rent and the  performance  of
 all the  terms,  covenants,  conditions  and  agreements  herein  contained  on
 Tenant's part to be performed  for the Term. No assignment  shall be binding on
 Landlord  unless the assignee or Tenant  delivers to Landlord a counterpart  of
 the  assignment  instrument  in  recordable  form which  contains a covenant of
 assumption by the  transferee  satisfactory  in substance and form to Landlord,
 consistent with the requirements of this section. The failure or refusal of any
 assignee  to  execute  such  instrument  of  assumption  shall not  release  or
 discharge the assignee from its liability to Landlord hereunder. Landlord shall
 have no obligation  whatsoever to perform any duty to or respond to any request
 from any  sublessee,  it being the obligation of Tenant to administer the terms
 of its subleases.

     11.8 Deemed Transfers. If Tenant is a privately held corporation,  or is an
unincorporated   association  or  partnership,   the  transfer,   assignment  or
hypothecation  of any stock or  interest  in such  corporation,  association  or
partnership  in the  aggregate  from the Lease  Date in excess of fifty  percent
(50%)  shall be deemed an  assignment  or  transfer  within the  meaning of this
section.  However,  nothing in this section shall prohibit Tenant from assigning
this Lease or  subletting  the Premises or any part  thereof to any  corporation
which controls Tenant.  is controlled by Tenant, or is under common control with
Tenant, provided Tenant gives Landlord at least thirty (30) days

<PAGE>
prior written notice of such  subletting or assignment;  and such  subletting or
assignment  shall not release or discharge  Tenant from any liability under this
Lease.

       11.9 Landlord's Option to Recapture.  Landlord reserves the option, to be
 exercised by giving notice to Tenant within  fifteen (15) days after receipt of
 Tenant's  notice  of intent to assign  or  sublease  (it being  agreed  that no
 revocation  or  withdrawal  by  Tenant  of such  notice  of intent to assign or
 sublease  shall  affect  Landlord's  option) to  recapture  the  portion of the
 Premises  described in Tenant's  notice for the  remainder of the Term,  and to
 terminate this Lease with respect to such  recaptured  Premises.  The effective
 date of such  recapture  and  termination  shall be as specified in  Landlord's
 notice of exercise of its recapture  option,  but shall not be less than thirty
 (30) days nor more than sixty (60) days after the delivery of such notice.  The
 option to  recapture  reserved  to Landlord  hereunder  shall also arise in the
 event Tenant shall,  voluntarily  or  involuntarily,  sell,  assign,  mortgage,
 pledge,  encumber or otherwise  transfer this Lease or any interest herein,  or
 sublet the Premises or any portion thereof, or suffer or permit the Premises to
 be occupied by any third person (the agents, employees,  invitees and customers
 of Tenant  excepted),  without first obtaining the written consent of Landlord;
 and in such event the recapture  option shall apply to the entire  Premises and
 be  exercisable  by Landlord at any time after the  occurrence of the event for
 which Landlord's consent was required but not obtained by Tenant. If this Lease
 is terminated  pursuant to Landlord's  recapture  option with respect to only a
 portion of the Premises,  the Base Rent required  under this Lease and Tenant's
 Share shall be adjusted  proportionately  based on the rentable  square footage
 retained by Tenant and the rentable  square  footage of the Premises  leased by
 Tenant  immediately prior to such recapture and cancellation,  and Landlord and
 Tenant  shall  thereupon  execute  an  amendment  of this  Lease in  accordance
 therewith.  If  Landlord  so  recaptures  a portion of the  Premises,  it shall
 construct  and erect at its sole cost such  partitions  as may be  required  to
 sever the space  retained  by Tenant  from the space  recaptured  by  Landlord;
 provided,  however,  that Tenant shall bear the cost of  painting,  covering or
 otherwise  decorating the surfaces of such partitions  which face the remaining
 Premises. Landlord may, without limitation, lease the recaptured portion of the
 Premises to the proposed subtenant or assignee,  on the same or different terms
 as were proposed by Tenant, without liability to Tenant.

 12.   SUBORDINATION AND ATTORNMENT
       ----------------------------

       12.1  Subordination.   Upon  the  written  request  of  Landlord  or  any
 Mortgagee, Tenant will, in writing,  subordinate its rights under this Lease to
 the lien of any mortgage or deed of trust now or hereafter in force against the
 Premises,  the  Building or the  underlying  land and to all  advances  made or
 hereafter  to be  made  upon  the  security  thereof,  and to  all  extensions,
 modifications  and  renewals  thereunder.  Tenant shall also,  upon  Landlord's
 request,  subordinate  its rights  hereunder to any ground or underlying  lease
 which may now exist or hereafter be executed  affecting the Building and/or the
 underlying  land.  Tenant shall have the right to condition  its  subordination
 upon the execution and delivery of an attornment and nondisturbance  agreement,
 as described in Paragraph  12.2,  between the Mortgagee or the lessor under any
 such ground or underlying  lease and Tenant.  Tenant shall not  subordinate its
 rights  hereunder to any lien other than that of a first mortgage or first deed
 of trust;  except with the prior written consent of the Mortgagee  holding such
 first mortgage or deed of trust.

     12.2 Attornment.  Upon the written request of the Landlord or any Mortgagee
or any lessor  under a ground or  underlying  lease,  Tenant shall attorn to any
such  Mortgagee or lessor,  provided  such  Mortgagee  or lessor  agrees that if
Tenant is not in default under this Lease,  Tenant's  possession of the Premises
in  accordance  with the  terns  of this  Lease  shall  not be  disturbed.  Such
agreement shall provide. among other things, (a) that this Lease shall remain in
full force and effect, (b) that Tenant pay rent to said Mortgagee or lessor from
the date of said  attornment  (c) that said  Mortgagee  or  lessor  shall not be
responsible  to  Tenant  under  this  Lease  except  for  obligations   accruing
subsequent to the date of such attornment, and (d) that Tenant, in

<PAGE>
the event of  foreclosure  or a deed in lieu  thereof  or a  termination  of the
ground or  underlying  lease,  will enter  into a new lease with the  Mortgagee,
lessor  or  other  person  having  or  acquiring  title on the  same  terms  and
conditions as this Lease and for the balance of the Term.

      12.3 Nonmaterial Amendments. If any lender should require any modification
 of this Lease as a condition of loans  secured by a lien on the  Premises,  the
 Building or the land  underlying the Building,  or if any such  modification is
 required as a condition to a ground or  underlying  lease,  Tenant will approve
 and execute any such modifications, promptly after request by Landlord provided
 no such modification shall relate to the rent payable hereunder,  the length of
 the Term or otherwise  materially  change the rights or obligations of Landlord
 or Tenant.

 13.  DEFAULT BY TENANT
      -----------------

      13.1 Acts Constituting  Default.  In addition to the events specified as a
 default elsewhere in this Lease, the failure of Tenant to perform each covenant
 made under this Lease,  or any  abandonment  of the  Premises by Tenant,  shall
 constitute a default hereunder. However, Landlord shall not commence any action
 to terminate  Tenant's  right of possession as a consequence of a default until
 any period of grace with respect thereto has elapsed;  provided,  that any such
 period of grace shall be in lieu of and not in  addition  to the period  during
 which Tenant may cure such default following the delivery of notice pursuant to
 California Code of Civil Procedure Section 1161.

          (i) Subject to the limitation  expressed in Paragraph  13.1.3,  Tenant
     shall have a period of three (3) days from the date of written  notice from
     Landlord  within  which to cure any default in the payment of any  monetary
     obligations of Tenant under this Lease.

          (ii) Tenant  shall have a period of fifteen (15) days from the date of
     written  notice from Landlord  within which to cure any other default under
     this Lease which is capable of being cured;  provided,  however,  that with
     respect to any default which cannot reasonably be cured within fifteen (15)
     days, the default shall not be deemed to be uncured if Tenant  commences to
     cure within five (5) days from Landlord's notice and thereafter  prosecutes
     diligently  and  continuously  to completion  all acts required to cure the
     default.

          (iii) There shall be no period of grace with respect to any default by
     Tenant which is not capable of being cured.  Landlord and Tenant  stipulate
     that the following  defaults are not capable of being cured by Tenant:  (a)
     any default  which is specified in this Lease as being  incurable;  (b) any
     unauthorized sale, assignment, mortgage, pledge, hypothecation, encumbrance
     or other transfer of this Lease or any interest herein, or any unauthorized
     subletting  of all or any portion of the  Premises;  (c) the  commission of
     waste by  Tenant;  (d) the  failure  of  Tenant  to pay  rent or any  other
     monetary  obligation of Tenant hereunder on the due date thereof where such
     failure  occurs on more than three (3)  consecutive  occasions or more than
     six (6) occasions  during any twelve (12) month  period;  and (e) any other
     default which is recognized under California law as being incurable.

      13.2  Landlord's  Remedies.  If Tenant  fails to cure a default  or in the
 event of a default  which is not  capable of being  cured by  Tenant,  Landlord
 shall have the  following  rights and  remedies in addition to any other rights
 and remedies available to Landlord at law or in equity:

          (i) Landlord shall have all rights and remedies provided by California
     Civil Code Section  1951.2 (or any  successor  statute),  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;


<PAGE>
          (ii)  Landlord  shall have rights and remedies  provided by California
     Civil Code Section 1951.4 (or any successor statute), which allows Landlord
     to  continue  this  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 the Landlord's  initiative
     to protect its interest under this Lease shall not constitute a termination
     of Tenant's right to possession; and

          (iii) Landlord shall have the right,  but not the obligation,  to make
     any payment or perform any act on Tenant's  part as may be required to cure
     Tenant's  default,  without  waiving its rights  based upon such default by
     Tenant and without  releasing Tenant from any of its obligations.  All sums
     so paid and all costs incurred by Landlord,  together with interest thereon
     at the Overdue Rate from the date of such payment or the incurrence of such
     cost by  Landlord,  whichever  occurs  first,  shall be paid to Landlord on
     demand.

 14.   DEFAULT BY LANDLORD
       -------------------

       14.1 Existence of Default.  Landlord shall not be deemed to be in default
 in the  performance of any obligation  under this Lease unless and until it has
 failed to perform  such  obligation  within  thirty (30) days after  receipt of
 written  notice  by Tenant  to  Landlord  specifying  such  failure;  provided,
 however, that if the nature of Landlord's default is such that more than thirty
 (30) days are required for its cure, then Landlord shall not be deemed to be in
 default  if it  commences  such cure  within  the  thirty  (30) day  period and
 thereafter diligently prosecutes such cure to completion.

       14.2 Mortgagee's  Right To Cure.  Tenant shall give any Mortgagee a copy,
 by registered  mail, of any notice of default  served upon  Landlord,  provided
 that  Tenant  previously  has been  notified  in  writing  (by way of Notice of
 Assignment  of  Rents  and  Leases,  or  otherwise),  of the  address  of  such
 Mortgagee.  if Landlord  fails to cure such default within the time provided in
 this Lease,  any such Mortgagee  shall have an additional  forty-five (45) days
 within  which to cure such default by  Landlord,  or if such default  cannot be
 cured within that time, then such additional time as may be necessary if within
 that forty-five (46) day period the Mortgagee has commenced and is pursuing the
 remedies  necessary  to  cure  such  default  (including  but  not  limited  to
 commencement of foreclosure proceedings,  if necessary to effect such cure), in
 which event this Lease shall not be terminated while such remedies are being so
 pursued.

       14.3 Judgment Against  Landlord.  If Tenant recovers any judgment against
 Landlord  for a default by Landlord  under this Lease,  the  judgment  shall be
 satisfied  only out of the  interest of Landlord  in the  Building  and neither
 Landlord  nor any of its,  partners,  officers,  employees  or agents  shall be
 personally liable for any such default or for any deficiency.

 15.  CONDEMNATION
      ------------

     15.1 Termination Due To Taking.  If all or any part of the Premises are the
subject of a Taking,  either  Landlord or Tenant may, by written notice given to
the other within thirty (30) days of receipt of notice of such Taking,  elect to
terminate this Lease as of the date  possession is  transferred  pursuant to the
Taking;  provided,  however,  that before Tenant may terminate  this Lease for a
Taking,  such  Taking  must be of such an extent and nature as to  substantially
impede Tenant's use of the Premises.  If any part of the Building other than the
Premises shall be the subject of a Taking,  Landlord may elect to terminate this
Lease.  If there is a Taking of all or a part of the Parking  Facilities and the
parking rights granted to Tenant under Paragraph 2.4 are  substantially  reduced
thereby,  Landlord  shall  have the  right to  provide  replacement  parking  to
compensate  for such  reduction  within other  parking  areas serving the Office
Complex.  If such  replacement  parking  is not  provided,  then for a period of
thirty (30) days after Landlord notifies

<PAGE>
Tenant that such replacement  parking cannot be provided,  Tenant shall have the
right to terminate  this Lease,  effective at a time  specified by Tenant not to
exceed thirty (30) days from the date of the notice.

       15.2 No  Termination  Due To Taking.  If a partial Taking of the Premises
 does not result in a termination  of this Lease,  Base Rent,  Tenant's Share of
 Increased  Operating  Casts and  Tenant's  parking  rights  shall be reduced in
 proportion  to what the  area of the  Premises  taken  bears to the area of the
 Premises  immediately  prior to the Taking. No temporary taking of the Premises
 or any part of the Building shall  terminate  this Lease,  except at Landlord's
 election,  or give Tenant any right to any  abatement of Base Rent or Increased
 Operating Costs,  except that Base Rent and Operating Costs shall be reduced in
 accordance  with the  preceding  sentence  during that portion of any temporary
 Taking of the Premises  lasting  more than thirty (30) days.  Each party hereto
 waives the provisions of California  Code of Civil Procedure  Section  1265.130
 (or  any  successor  statute)  allowing  either  party  to file a  petition  to
 terminate this Lease for a partial Taking.

       15.3 Award For Taking. No award for any partial or entire Taking shall be
 apportioned, and Tenant hereby assigns to Landlord any and all rights of Tenant
 to any portion of the award for a Taking.  However,  nothing  contained  herein
 shall be deemed to give Landlord any interest in or to require Tenant to assign
 to Landlord any award made to Tenant for taking of personal property  belonging
 to Tenant.

 16.   DAMAGE AND DESTRUCTION
       ----------------------

       16.1  Partial  Damage - Insured.  If the  Premises  or the  Building  are
 damaged by a risk covered under fire and extended coverage  insurance  insuring
 Landlord,  then Landlord shall restore such damage provided  insurance proceeds
 are  available to Landlord to pay ninety  percent  (90%) or more of the cost of
 restoration,  and provided such restoration by Landlord can be completed within
 eight (8) months  after the  commencement  of work in the opinion of a licensed
 architect or engineer  appointed  by  Landlord.  In such event this Lease shall
 continue in full force and effect,  except  that Tenant  shall,  so long as the
 damage is not due to the act or omission of Tenant, be entitled to an equitable
 reduction of Base Rent and Tenant's Share of Excess  Building  Operating  Costs
 while such restoration  takes place, such reduction to be based upon the extent
 to which the damage or restoration  efforts materially  interfere with Tenant's
 use of the Premises.

       16.2  Partial  Damage -  Uninsured.  If the  Premises or the Building are
 damaged by a risk not covered by such  insurance or if the  insurance  proceeds
 available  to  Landlord  are  less  than  eighty  percent  (80%) of the cost of
 restoration,  or if the restoration cannot be completed within eight (8) months
 after the  commencement  of work in the opinion of the  licensed  architect  or
 engineer  appointed by Landlord,  then Landlord shall have the option either to
 (a) repair or restore  such  damage,  this Lease  continuing  in full force and
 effect,  with the Base Rent and  Tenant's  Share of Excess  Building  Operating
 Costs to be equitably reduced as provided in Paragraph 16.1, or (b) give notice
 to Tenant at any time within  ninety  (90) days after such  damage  terminating
 this Lease as of a date to be specified in such notice, which date shal1 be not
 less than  thirty  (30) nor more than  sixty (60) days after the giving of such
 notice.  If such notice is given,  this Lease shall  expire and any interest of
 Tenant in the Premises  shall  terminate on the date  specified in such notice.
 The Base Rent and Tenant's Share of Excess Building  Operating Costs during the
 period prior to the termination  shall be reduced as provided in Paragraph 16.1
 and paid up through the date of termination.

       16.3 Total  Destruction.  If the  Premises  are totally  destroyed  or in
 Landlord's  judgment the Premises  cannot be restored as required  herein under
 applicable laws and regulations,  notwithstanding the availability of insurance
 proceeds.  this  Lease  shall  be  terminated  effective  as of the date of the
 damage.


<PAGE>
         16.4 Landlord's  Obligations.  Any restoration by Landlord  pursuant to
 Paragraphs 16.1 or 16.2 shall be commenced as soon as reasonably possible after
 the date of damage and  prosecuted  diligently  to  completion  at the earliest
 possible date. Landlord shall not be required to carry insurance of any kind on
 Tenant's  property  and shall not be  required  to repair  any injury or damage
 thereto by fire or other causes,  or to make any  restoration or replacement of
 any  paneling,  decorations,   partitions,  ceilings,  floor  covering,  office
 fixtures or any other  improvements or property installed in the Premises by or
 at the direct or  indirect  expense of Tenant  (other  than  building  standard
 tenant  improvements),  and Tenant shall be required to restore or replace same
 in the event of damage.  Tenant  shall have no claim  against  Landlord for any
 loss suffered by reason of any such damage, destruction, repair or restoration.
 Notwithstanding  anything to the contrary  contained in this section,  Landlord
 shall have no  obligation to repair,  reconstruct  or restore the Premises with
 respect to damage or destruction as described in this section  occurring during
 the last twelve (12) months of the Term.

       16.5 Waiver by Tenant. Tenant shall have no right to terminate this Lease
 as a result of any statutory  provisions now or hereafter in effect  pertaining
 to the  damage and  destruction  of the  Premises  or the  Building,  except as
 expressly  provided  herein,  and Tenant  expressly  waives the  provisions  of
 California  Civil Code Sections  1932(2) and 1933(4) with respect to any damage
 or destruction of the Premises.

 17.   DEFINITIONS
       -----------

     17.1 "Base Rent" means the monthly rent payable  pursuant to Paragraph 4.1,
and as specified in the Basic Lease Provisions.

     17.2 "Base  Year"  means the  calendar  year  specified  in the Basic Lease
Provisions.

     17.3 "Basic Lease Provisions"  means the provisions  contained in Paragraph
1.2 of this Lease.

     17.4  "Bonus  Rent" means the excess of (a) all  consideration  received by
Tenant from an  assignment  of this Lease or a sublease of all or any portion of
the Premises over (b) the Base Rent, Increased Operating Costs and other charges
payable  by Tenant to  Landlord  under this  Lease  (prorated,  in the case of a
sublease of less than all of the Premises,  to reflect obligations  allocable to
only  the  portion  of  the  Premises  so  sublet).  In  determining  the  total
consideration  under the  foregoing  clause  (a),  Tenant  shall be  entitled to
exclude  therefrom   reasonable  leasing  commissions  paid  by  Tenant  to  any
unaffiliated third party,  payments attributable to the amortization of the cost
of  improvements  Tenant must make to the Premises at its cost to ready same for
the assignee or sublessee,  and other  reasonable,  out-of-pocket  costs paid by
Tenant  which are  directly  related to Tenant's  obtaining  the  assignment  or
sublease.

     17.5 "Building"  means the highrise office building  described in the Basic
Lease Provisions, the parcels of land on which such office building is situated.
all other  improvements  situated  on the land,  and all  rights  and  easements
appurtenant thereto. Except where the context requires otherwise,  references to
the "Building" shall include the Common Areas and the Parking Facilities serving
the Building and other buildings in the Office Complex.

     17.6  "Commencement  Date" means the date determined  pursuant to Paragraph
3.2 of this Lease for the commencement of the Term.

     17.7  "Common  Areas" means areas  within the  Building  (including  common
corridors  and hallways,  stairwells,  elevators,  restrooms,  lobbies and other
public areas) and within the Office Complex which are available for nonexclusive
use by Tenant and other tenants of the Building or the Office Complex.


<PAGE>

     17.8 "Environmental Damages" means all claims, judgments,  damages, losses,
penalties, fines, liabilities, strict costs and expenses of defense of any claim
and of any  settlement  or judgment,  including  without  limitation  reasonable
attorneys' fees and consultants'  fees, any of which are incurred at any time as
a result of the  existence of  "Hazardous  Material"  upon,  about,  beneath the
Premises or migrating or threatening to migrate to or from the Premises,  or the
existence  of a violation  of  "Environmental  Requirements"  pertaining  to the
Premises  including,  without  limitation:  (a) damages for personal injury,  or
injury to property or natural  resources  occurring upon or off of the Premises,
foreseeable  or  unforeseeable,  including,  without  limitation,  lost profits,
consequential  damages,  interest  and  penalties  including  but not limited to
claims  brought by or on behalf of  employees  of Tenant,  with respect to which
Tenant waives any immunity to which it may be entitled  under any  industrial or
worker's  compensation  laws; (b)  diminution in the value of the Premises,  and
damages for the loss of or  restriction  on the use of or adverse  impact on the
marketing  of rentable or usable  space or of any amenity of the  Premises;  (c)
fees incurred for the services of attorneys consultants,  contractors,  experts,
laboratories  and all other costs incurred in connection with the  investigation
or  remediation  of such  "Hazardous  Materials" or violation of  "Environmental
Requirements"  including, but not limited to, the preparation of any feasibility
studies  or  reports  or the  performance  of any  cleanup,  remedial,  removal,
containment,  restoration or monitoring  work required by any federal,  state or
local governmental agency or political  subdivision,  or reasonably necessary to
make full  economic  use of the  Premises  or any other  property  or  otherwise
expended in connection with such conditions,  and including  without  limitation
any attorneys' fees, costs and expenses  incurred in enforcing this agreement or
collecting  any sums due  hereunder;  and (d)  liability  to any third person or
governmental  agency to  indemnify  such person or agency for costs  expended in
connection with the items referenced in subparagraph (c) herein.

     17.9  "Environmental  Requirements" means all applicable present and future
statutes,  regulations,  rules,  ordinances,  codes, licenses,  permits, orders,
approvals, plans, authorizations,  concessions, franchises and similar items, of
all  governmental  agencies,  departments,   commissions,   boards,  bureaus  or
instrumentalities  of the  United  States,  states  and  political  subdivisions
thereof and all applicable  judicial and administrative and regulatory  decrees,
judgments  and  orders  relating  to  the  protection  of  human  health  or the
environment, including, without Limitation: (a) all requirements,  including but
not  limited  to,  those   pertaining  to  reporting,   licensing,   permitting,
investigation and remediation of emissions,  discharges,  releases or threatened
releases of "Hazardous Materials," chemical substances, pollutants, contaminants
or hazardous or toxic substances,  materials or wastes whether solid,  liquid or
gaseous in nature, into the air, surface water, groundwater or land, or relating
to the manufacture, processing, distribution, use, treatment, storage, disposal,
transport  or handling  of  chemical  substances,  pollutants,  contaminants  or
hazardous or toxic substances,  materials,  or wastes,  whether solid, liquid or
gaseous in nature; and (b) all requirements  pertaining to the protection of the
health and safety of employees or the public.

     17.10  "Expiration  Date" means the  scheduled  date on which the Term will
expire as determined pursuant to Paragraph 3.2 of this Lease.

     17.11 "Hazardous  Materials" means any chemical  substance (a) the presence
of which requires investigation or remediation under any federal, state or local
statute,  regulation,  ordinance,  order,  action or policy;  or (b) which is or
becomes  defined  as a  "hazardous  waste" or  "hazardous  substance"  under any
federal, state or local statute,  regulation or ordinance or amendments thereto;
or (c) which is toxic. explosive, corrosive, flammable, infectious, radioactive,
carcinogenic,  mutagenic,  or otherwise hazardous and is or becomes regulated by
any governmental authority,  agency,  department,  commission.  board, agency or
instrumentality  of the United States.  the State of California or any political
subdivision  thereof  or (d) the  presence  of which on the  Premises  causes or
threatens  to cause a nuisance  upon the Premises or to adjacent  properties  or
poses or  threatens  to pose a hazard to the Premises or the health or safety of
persons on or

<PAGE>
about the Premises; or (e) without limitation,  which contains gasoline,  diesel
fuel or other  petroleum  hydrocarbons;  or (f) which  contains  polychlorinated
bipheynols (PCBs), asbestos or urea formaldehyde foam insulation.

      17.12 "Increased  Operating Costs" means the amount by which the Operating
 Costs during any Subsequent Year exceed the Operating Costs for the Base Year.

      17.13  "Landlord's  Work"  means  the work,  if any,  to be  performed  by
 Landlord to ready the  Premises  for  Tenant's  occupancy,  as specified in the
 Scope of Work.

      17.14 "Lease Date" means the date specified in the Basic Lease Provisions,
 which shall be the  effective  date of  execution of this Lease by Landlord and
 Tenant unless otherwise provided in this Lease.

      17.15  "Mortgagee"  means  the  holder  of any  mortgage  or deed of trust
 secured by the Building or the Premises or any portion thereof.

      17.16 "Office Complex" means the development comprised of the three office
 buildings   commonly  known  as  Watergate   Towers  I,  II  and  m  addressed,
 respectively, as 1900 Powell Street, 2200 Powell Street and 2000 Powell Street,
 respectively, Emeryville, California.

      17.17  "Operating  Costs" means all actual costs of ownership,  operation,
 maintenance,  repair and  management of the Building,  including the Building's
 share of all such costs of the Parking  Facilities  and the Common  Areas which
 are shared with other buildings in the Office Complex to be based on Landlord's
 reasonable  allocation  among the  buildings.  If  during  the Base Year or any
 Subsequent Year the Building is less than  ninety-five  percent (95%) occupied,
 those  Operating  Costs  which  vary based on the level of  occupancy  shall be
 adjusted upward to reflect, in Landlord's  reasonable  judgment,  the Operating
 Costs  that  would  apply  during  such  year if the  Building  were  at  least
 ninety-five percent (95%) occupied.

               17.17. 1         Operating Costs shall include:

          (a)  salaries  and  other   compensation,   including  payroll  taxes,
     vacation,  holiday and other paid  absences,  and welfare,  retirement  and
     other fringe benefits, paid to employees, independent contractors or agents
     of Landlord engaged in the operation,  repair, management or maintenance of
     the  Building,  including  (i) elevator  operators,  (ii) window  cleaners,
     miscellaneous repair personnel,  janitors,  cleaning personnel and porters,
     (iii) security  personnel and caretakers,  and (iv)  engineers,  mechanics,
     electricians and plumbers

          (b) repairs and maintenance of the Building and the costs of supplies,
     tools,  materials and equipment for such repairs and  maintenance  that are
     under generally accepted accounting principles not capitalized;

          (c) premiums and other charges.  incurred by Landlord for insurance on
     the Building and for Landlord's employees,  including (i) fire and extended
     coverage  insurance,  and  earthquake,   windstorm,   flood  and  explosion
     insurance,  (ii) public  liability  and property  damage  insurance,  (iii)
     workers'  compensation  insurance,  (iv)  boiler and  machinery  insurance'
     sprinkler  leakage,  water  damage and  related  liability  insurance,  and
     burglary,  fidelity and pilferage insurance on equipment and materials, (v)
     health,  accident  and group life  insurance,  (vi) all such  insurance  as
     Landlord is required  to carry  under  Section 10 of this Lease,  and (vii)
     such other  insurance as is customarily  carried by operators of comparable
     first-class office buildings in the San Francisco Bay Area;

<PAGE>

          (d) costs incurred for inspection and servicing, including all outside
     maintenance  contracts necessary for the maintenance of the Building,  such
     as janitorial and window clearing,  rubbish removal,  exterminating,  water
     treatment, elevator, electrical, plumbing and mechanical equipment, and the
     costs of materials,  tools,  supplies and equipment used for inspection and
     servicing of the Building;

          (e)  costs  incurred  for  electricity,  water,  gas,  fuel and  other
     utilities;

          (f) payroll taxes,  federal taxes, state and local unemployment taxes,
     and social security taxes paid for the employees of Landlord engaged in the
     operation, maintenance and repair of the Building;

          (g) sales,  use and excise  taxes on goods and  services  purchased by
     Landlord for use in the Building;

          (h) license, permit and inspection fees;

          (i) accounting and legal fees;

          (j) customary  management  fees not to exceed five percent (5%) of the
     gross revenues of the Building;

          (k) the annual  amortization  over its useful life,  with a reasonable
     salvage  value  on a  straightline  basis,  of the  costs  of  any  capital
     improvements  made by Landlord  and  required by any changes in  applicable
     laws, rules or regulations of any governmental  authority enacted after the
     Building was completed;

          (l) the annual  amortization  over its useful life,  with a reasonable
     salvage  value on a  straightline  basis,  of the costs of any equipment or
     capital improvements made by Landlord after the Building was completed as a
     labor-saving   measure  or  to  accomplish   other  savings  in  operating,
     repairing,  managing or maintaining the Building, but only to the extent of
     the savings;

          (m) the annual  amortization,  over its useful life on a straight line
     basis,  of the cost of any exterior window  draperies  provided by Landlord
     and the carpeting in the Common Areas;

          (n) any costs for substituting  work, labor,  materials or services in
     place  of any of the  above  items,  or for  any  additional  work,  labor,
     materials,  services or improvements to comply with any governmental  laws,
     rules regulations or other requirements  applicable to the Building enacted
     after the Building was completed  which are considered  operating  expenses
     under Generally Accepted Accounting Principles;

          (o) other costs  reasonably  necessary  to maintain,  operate,  repair
     manage the Building in a first-class manner and condition;

          (p) all real  property  taxes on the  Building,  the land on which the
     Building  is  situated,  and the  various  estates  in the  Building  and a
     proportion  of the  real  property  taxes  on  the  land  and  improvements
     comprising  the Parking  Facilities  and the Common Areas shared with other
     buildings in the Office Complex,  based on Landlord's reasonable allocation
     among the buildings using such facilities and areas;

          (q)  all  personal  property  taxes  levied  on  property  used in the
     operation of the Building;


<PAGE>
          (r) all taxes of every kind and nature  whatsoever  levied or assessed
     in lieu of or in  substitution  for existing or additional real or personal
     property taxes on the Building,  land or personal property other than taxes
     covered by paragraph 4.5, including,  but not Limited to, any charge, levy,
     excise or assessment  upon  Landlord's  business of leasing the Premises or
     other portions of the Building or the Parking Facilities; and

          (s) the  cost to  Landlord  of  contesting  the  amount,  validity  or
     applicability of any of the foregoing items.

               17.17.2           Operating Costs shall exclude:

          (a)  leasing  commissions,  costs,  disbursements  and other  expenses
     incurred for leasing, renovating or improving space for tenants;

          (b) the cost of  electricity  or other  services  sold to tenants  for
     which  Landlord is to be reimbursed as a charge over the rent payable under
     the leases with such tenants;

          (c) costs incurred  because  Landlord or another  tenant  violated the
     terms of any lease of the Building;

          (d) interest on debt or amortization payments on mortgages or deeds of
     trust or any other  debt for  borrowed  money,  except as herein  expressly
     permitted;

          (e) items and services for which  Tenant  reimburses  Landlord or pays
     third parties or that Landlord provides  selectively to one or more tenants
     of the Building other than Tenant without reimbursement;

          (f) advertising and promotional expenses;

          (g)  repairs or other work  needed  because of fire or other  casualty
     insured against by Landlord;

          (h) costs incurred in operating the Parking  Facilities  except to the
     extent the cost of operating  the Parking  Facilities  exceeds the revenues
     generated from operation thereof;

          (i) nonrecurring  costs incurred to remedy  structural  defects in the
     original construction materials or insulation; and

          (j) costs  incurred by Landlord for  alterations  that are  considered
     capital improvements under generally accepted accounting  principles except
     to the extent the same are expressly permitted under Paragraph 17.17.1.

     17.18  "Overdue  Rate" means the lesser of: (a) eighteen  percent (18%) per
annum; or (b) the maximum rate permitted under applicable usury law.

     17.19  "Parking  Charge" means the monthly  amount to be paid by Tenant for
each parking permit issued to Tenant  pursuant to paragraph 2.4, which amount is
specified in the Basic Lease Provisions and subject to increase.

     17.20   "Parking   Facilities"   means  the  parking   lot(s)  and  parking
structure(s)  located within or adjacent to the Office Complex and designated by
Landlord as serving the Building.


<PAGE>
      17.21 "Premises" means the portion of the Building demised by this Lease,
           as designated suite by the suite number in the Basic Lease Provisions
           and shown on Exhibit A to this Lease.

      17.22 "Rules and Regulations"  means the rules and regulations  regulating
 the use of the  Premises,  the  Common  Areas,  Parking  Facilities  and  other
 portions of the Building  promulgated by Landlord from time to time as provided
 in paragraph 5.6 of this Lease.

      17.23  "Security  Deposit"  means the amount  specified in the Basic Lease
 Provisions,  which is to be held by Landlord to secure Tenant's  performance of
 its obligations under this Lease as provided in paragraph 4.2.

      17.24 "Scope of Work" means the Scope of Work  Agreement if any,  executed
 by Landlord and Tenant  concurrently  with their execution of the Lease,  which
 will be attached as Exhibit B to this Lease and will  establish the full extent
 of Landlord's Work in readying the Premises for Tenant's occupancy hereunder.

      17.25  "Subsequent Year" means any calendar year during the Term after the
Base Year.

       17.26 "Substantial Completion" means (a) completion, as determined in the
 event of a dispute by Landlord's architect in accordance with AIA standards, of
 Landlord's  Work  except  for  such  items  as  constitute  a minor  defect  or
 deficiency which can be completed or corrected after occupancy  without causing
 any  material  interference  with  Tenant's  use of the  Premises,  and (b) the
 issuance of a certificate  of occupancy by the City of Emeryville or such other
 governmental authorization as may be required for occupancy of the Premises.

       17.27 "Taking"  means the taking of property or any interest  therein for
 public  or quasi  public  use by  exercise  of the power of  eminent  domain or
 otherwise,  or a taking in the nature of inverse condemnation,  with or without
 litigation,  or a transfer of property or any interest  therein  pursuant to an
 agreement entered into under threat of exercise of the power of eminent domain.

       17.28  "Tenant  Parking"  means the number of  permits to park  passenger
 automobiles in the Parking Facilities which are to be issued to Tenant pursuant
 to paragraph 2.4, and as specified in the Basic Lease Provisions.

       17.29  "Tenant's  Share" means the ratio that the rentable square footage
 of the Premises bears to the total rentable square footage of the Building.  If
 the rentable  square footage of the Premises  and/or the total rentable  square
 footage of the Building changes, Tenant's Share shall be appropriately adjusted
 so that it at all times  reflects  the  proportion  which the  rentable  square
 footage  of the  Premises  bears to the total  rentable  square  footage of the
 Building.

       17.30  "Term"  means  the term of this  Lease,  including  any  permitted
extensions or renewals thereof.

 18.   MISCELLANEOUS PROVISIONS
       ------------------------

       18.1 Estoppel  Certificates.  Within ten (10) days  following any written
request Landlord may make from time to time, Tenant without any charge therefor,
shall  execute,   acknowledge  and  deliver  a  statement  certifying:  (a)  the
Commencement  Date of this Lease; (b) the fact that this Lease is unmodified and
in full force and effect (or if there have been modifications  hereto, that this
Lease is in full force and effect, as modified,  and stating the date and nature
of such  modifications);  (c) the date to which the rent and other sums  payable
under this Lease have been paid; (d) the fact that there are no current defaults
under  this  Lease by either  Landlord  or Tenant  except  as  specified  in the
statement;  and  (e)  such  other  matters  as may be  reasonably  requested  by
Landlord.  Landlord and Tenant intend that any statement  delivered  pursuant to
this

<PAGE>
paragraph  may  be  relied  upon  by  a  mortgagee,  beneficiary,  purchaser  or
prospective purchaser of the Building or any interest therein.  Tenant's failure
to deliver any such statement within said ten (10) day period shall constitute a
material default, and Tenant shall indemnify and hold Landlord harmless from and
against any and all liability, loss, cost, damage and expense which Landlord may
sustain or incur as a result of or in connection with Tenant's  failure or delay
in  delivering  such  statement.  If Landlord  elects to sell the Building or to
obtain loans secured by a lien on the Building,  Tenant,  promptly after demand,
shall  provide to any such  purchaser or lender  financial  statements of Tenant
reasonably  required by the  purchaser or lender.  The  financial  statements so
provided shall be kept  confidential  as to any parties other than the purchaser
or lender.

       18.2 Surrender of Premises.  A voluntary or other surrender of this Lease
 by Tenant or the mutual  cancellation of this Lease shall not work a merger and
 shall,  at the option of Landlord,  terminate all or any existing  subleases or
 subtenancies, or may, at the option of Landlord, operate as an assignment to it
 of any or all such subleases or subtenancies.

       18.3 Light and Air. No diminution of light,  air or view by any structure
 which may  hereafter  be erected  (whether or not by  Landlord)  shall  entitle
 Tenant to any  reduction of rent under this Lease,  result in any  liability of
 Landlord to Tenant, or in any other way affect this Lease.

       18.4 Waiver.  If either  Landlord or Tenant waives the performance of any
 term,  covenant or condition  contained in this Lease, such waiver shall not be
 deemed to be a waiver of the term,  covenant or condition itself or a waiver of
 any  subsequent  breach of the same or any other term,  covenant  or  condition
 contained  herein.  Furthermore,  the  acceptance of rent by Landlord shall not
 constitute a waiver of any preceding breach by Tenant of any term,  covenant or
 condition of this Lease,  regardless of Landlord's  knowledge of such preceding
 breach at the time Landlord  accepts such rent.  Failure by Landlord to enforce
 any of the terms,  covenants or conditions of this Lease for any length of time
 shall not be deemed to waive or to  decrease  the right of  Landlord  to insist
 thereafter upon strict  performance by Tenant.  Waiver by Landlord of any term,
 covenant  or  condition  contained  in this Lease may only be made by a written
 document signed by Landlord.

       18.5  Attorneys'  Fees.  In the  event  that  any  action  or  proceeding
 (including  arbitration) is brought to enforce or interpret any term,  covenant
 or  condition of this Lease on the part of Landlord or Tenant,  the  prevailing
 party in such action or  proceeding  (whether  after trial or appeal)  shall be
 entitled  to  recover  from the  party not  prevailing  its  expenses  therein,
 including  reasonable  attorneys' fees and all allowable  costs. If Landlord is
 made a party to any action or proceeding  commenced by a third party due to any
 actual or alleged  act or omission  of Tenant or  Tenant's  agents,  employees,
 contractors,  invitees or subtenants,  Tenant shall indemnify and hold Landlord
 harmless  from all  costs  incurred  in such  action or  proceeding,  including
 reasonable  attorneys' fees. If Tenant requests Landlord's consent to, approval
 of or signature  on any  instrument  or agreement  which would alter or affect:
 Landlord's legal rights and duties, Tenant shall reimburse Landlord upon demand
 for  Landlord's  reasonable  attorneys'  fees incurred in  connection  with the
 review and evaluation of the requested action.

     18.6 Notices. Any notice required or permitted under this Lease shall be in
writing and shall be  delivered  either  personally  or by deposing  same in the
United States Mail,  postage  prepaid,  registered or certified,  return receipt
requested, addressed to the intended recipient at such party's address set forth
in the  Basic  Lease  Provisions  or at such  other  address  as such  party has
theretofore  specified  by written  notice  delivered  in  accordance  with this
paragraph.  Any  notice  delivered  by  mail  in the  manner  specified  in this
paragraph  shall be deemed  delivered on the earlier of the third day  following
deposit  thereof in the United  States Mail or on the delivery date shown on the
return receipt prepared in connection therewith;  and any such notice specifying
a default by Tenant shall be deemed sufficient for all purposes under California
Code of Civil


<PAGE>


Procedure Sections 1161 and 1162,  notwithstanding  the fact that such notice is
not personally  served on Tenant or that such notice does not demand  possession
of the Premises as an alternative to Tenant's curing of such default.

       18.7 Merger.  Notwithstanding  the  acquisition (if same should occur) by
 the same party of the title and  interests  of both  Landlord  and Tenant under
 this Lease, there shall never be a merger of the estates of Landlord and Tenant
 under  this  Lease,  but  instead  the  separate  estates,  rights,  duties and
 obligations  of  Landlord  and  Tenant,  as existing  hereunder,  shall  remain
 unextinguished  and continue,  separately,  in full force and effect until this
 Lease expires or otherwise terminates in accordance with the express provisions
 herein contained.

       18.8 Substituted Premises.  Landlord reserves the right at any time, upon
 not less than ninety (90) days prior  written  notice to Tenant,  to substitute
 for the Premises a comparable  area within the Building  having a substantially
 equivalent  rentable area as the Premises,  and thereupon such other area shall
 be deemed to be the Premises  covered by this Lease. If the substituted area is
 smaller  or larger  than the  Premises  the Base  Rent,  Security  Deposit  and
 Tenant's  Share of Building  Operating  Costs  specified in this Lease shall be
 adjusted  proportionately.  The  expense of moving  Tenant,  its  property  and
 equipment to the substitute pre ruses and of improving said substitute premises
 to a condition similar to the then current condition of the Premises  hereunder
 shall be borne by Landlord.

       18.9  Headings.  Words used in neuter  gender  include the  feminine  and
 masculine,  where applicable. If there is more than one Tenant, the obligations
 imposed  under this Lease upon Tenant shall be joint and several.  The headings
 and  titles  to the  sections  and  paragraphs  of  this  Lease  are  used  for
 convenience   only  and  shall  have  no  effect  upon  the   construction   or
 interpretation of this Lease.

       18.10 Time And  Applicable  Law. Time is of the essence of this Lease and
 all of its  provisions.  This Lease  shall in all  respects  be governed by and
 interpreted in accordance with the laws of the State of California.

       18.11  Successors  And  Assigns.  Each  conveyance  by  Landlord  or  its
 successors in interest of  Landlord's  interest in the Building or the Premises
 prior to the  expiration or  termination of this Lease shall be subject to this
 Lease and shall relieve the grantor of all further  Liability or obligations as
 Landlord,  except for such liability or obligations  accruing prior to the date
 of such  conveyance.  If any  Security  Deposit  has been  given  to  Landlord,
 Landlord  shall  deliver  such  Security  Deposit to  Landlord's  successor  in
 interest  and  thereupon  be  released  of all  further  liability  with regard
 thereto, without the requirement of any notice thereof to Tenant. Tenant agrees
 to attorn to  Landlord's  successors  in  interest,  whether  such  interest is
 acquired  by  sale,  transfer,  foreclosure,  deed in lieu  of  foreclosure  or
 otherwise.  Subject to the foregoing  and to the  provisions of Section 16, the
 terms,  covenants  and  conditions  contained  herein shall be binding upon and
 inure to the benefit of the heirs,  successors,  executors,  administrators and
 assigns of the parties hereto.

     18.12 Entry by Landlord.  Landlord and its authorized representatives shall
have the right to enter the Premises: (a) to inspect the Premises; (b) to supply
any  service  provided  to  Tenant  hereunder;  (c)  to  show  the  Premises  to
prospective brokers; agents, purchasers, lenders or tenants; (d) to post notices
of  non-responsibility,  (e) to alter,  improve or repair the  Premises  and any
other portion of the Building;  and (f) to erect scaffolding and other necessary
structures, where required by the work to be performed, all without reduction or
abatement of rent.  Tenant hereby waives any claim for damages for any injury to
or interference with Tenant's business or quiet enjoyment of the Premises or any
other loss  occasioned by such entry.  Landlord shall at all times have a key to
unlock all doors in and about the Premises, excluding Tenant's vaults and safes,
and Landlord  shall have the right to use any means which  Landlord deems proper
to open said doors in an


<PAGE>


emergency,  and any such entry to the Premises shal1 not under any circumstances
be construed or deemed to be a forcible or unlawful entry into the Premises or a
Retainer  of the  Premises  or an  eviction  of Tenant  from any  portion of the
Premises.

       18.13 Entire Agreement. This Lease, together with its exhibits,  contains
 all  the   agreements  of  the  parties  hereto  and  supersedes  any  previous
 negotiations.  There  have  been no  representations  made by the  Landlord  or
 understandings  made  between  the  parties  other than those set forth in this
 Lease and its  exhibits.  This  Lease may not be  modified  except by a written
 instrument duly executed by the parties hereto.

       18.14  Severability.  If any  provision of this Lease or the  application
 thereof to any person or circumstance  shall be invalid or unenforceable to any
 event,  the remainder of this Lease and the  application  of such  provision to
 other  persons or  circumstances  shall not be  affected  thereby  and shall be
 enforced to the greatest extent permitted by law.

       18.15 Signs. Tenant shall not place or permit to be placed in or upon the
 Premises  where  visible from outside the Premises or any part of the Building,
 any signs, notices, drapes, shutters, blinds or window coatings, or displays of
 any type without the prior written consent of Landlord.  Landlord shall consent
 to the  location at the cost of Tenant of a building  standard  sign on or near
 the  entrance  of the  Premises  and  shall  include  Tenant  in  the  Building
 directories located in the Building.  Landlord reserves the right in Landlord's
 sole  discretion  to place and locate on the roof and  exterior of the Building
 and in any area of the  Building  not leased to Tenant,  such  signs,  notices,
 displays  and  similar  items  as  Landlord  deems  appropriate  in the  proper
 operation of the Building.

       18.16  Execution  by  Landlord.  The  submission  of  this  document  for
 examination  and  negotiation  does not  constitute  an offer  to  lease,  or a
 reservation of, or option for, the Premises.  This document  becomes  effective
 and  binding  orally  upon  execution  and  delivery  hereof by  Tenant  and by
 Landlord.  No act or  omission  of any  employee  or  agent of  Landlord  or of
 Landlord's broker shall alter, change or modify any of the provisions hereof.

       18.17  Brokers.  Tenant  shall hold  Landlord  harmless  from all damages
 (including  attorneys'  fees and costs)  resulting  from any claims that may be
 asserted  against  Landlord by any broker,  finder,  or other  person with whom
 Tenant has or purportedly has dealt,  except the leasing agent for the Building
 duly appointed by Landlord.

       18.18 Name Of Building. Tenant shall not use the name of the Building for
 any purpose other than the address of the business to be conducted by Tenant in
 the  Premises.  Tenant  shall  not  use  any  picture  of the  Building  in its
 advertising,  stationery and in any other manner so as to imply that the entire
 Building is leased by Tenant. Landlord expressly reserves the right at any time
 to change  the name or street  address  of the  Building  without in any manner
 being liable to Tenant therefor.

       18.19  Nonrecordability  Of Lease.  Tenant  agrees that in no event shall
 this Lease or a memorandum hereof be recorded without  Landlord's express prior
 written consent, which consent Landlord may withhold in its sole discretion.

       18.20   Construction.   All  provisions  hereof,   whether  covenants  or
 conditions,   shall  be  deemed  to  be  both  covenants  and  conditions.  The
 definitions  contained in this Lease shall be used to interpret the Lease.  All
 rights and remedies of Landlord and Tenant shall, except as otherwise expressly
 provided,  be  cumulative  and  non-exclusive  of any other remedy at law or in
 equity.

     18.21  Inability  To  Perform.  This  Lease and the  obligations  of Tenant
hereunder  shall not be  affected  or  impaired  because  Landlord  is unable to
fulfill any of-its obligations hereunder or is


<PAGE>
delayed  in doing  so, if such  inability  or delay is caused by reason of force
majeure, strike, labor troubles, acts of God, acts of government, unavailability
of materials or labor, or any other cause beyond the control of Landlord.

       18.22 Authority.  If Tenant is a corporation,  each individual  executing
 this Lease on behalf of Tenant represents and warrants that Tenant is qualified
 to do  business in  California  and that he is duly  authorized  to execute and
 deliver  this  Lease  on  behalf  of  Tenant  and  shall  deliver   appropriate
 certification  to that effect if requested.  If Tenant is a partnership,  joint
 venture, or other  unincorporated  association,  each individual executing this
 Lease on behalf of Tenant represents and warrants that he is duly authorized to
 execute  and  deliver  this  Lease on behalf of Tenant  and that this  Lease is
 binding on Tenant. Furthermore, Tenant agrees that the execution of any written
 consent hereunder, or any written modification or termination of this Lease, by
 any general partner of Tenant or any other authorized agent of Tenant, shall be
 binding on Tenant.

        18.23 Quiet  Enjoyment.  So long as Tenant is not in default  under this
 Lease,  Tenant shall have quiet enjoyment of the Premises for the Term, subject
 to all the terms and  conditions  of this Lease and all liens and  encumbrances
 prior to this Lease.

 19. RIGHT TO TERMINATE FOR LARGER  PREMISES. 
     ----------------------------------------

     Provided  Tenant is not in default  under any of the Terms or Conditions of
this  Lease,  Tenant  shall have the right to  terminate  this Lease  during the
initial  term of said Lease upon the  commencement  of a new Lease for  enlarged
premises within the building.  The Lease for the enlarged premises shall be upon
Terms and Conditions  mutually  acceptable to Landlord and Tenant.  The enlarged
premises  shall  incorporate  an increase of at least fifty percent (50%) of the
space previously being occupied by Tenant.

"LANDLORD"

 SPIEKER PROPERTIES. L.P.
 A CALIFORNIA LIMITED PARTNERSHIP

 By:          Spieker Properties, Inc.
              a Maryland Corporation

Its:           General Partner


BY             /s/  Peter H. Schnugg      Date:   9-25-97
               ----------------------             -------
               Peter H. Schnugg
               Senior Vice President


"TENANT"

U.S. WIRELESS DATA, INC.
A COLORADO CORPORATION

By:            /s/Robert E. Robichaud   Date:   9/12/97
               ----------------------           -------
               Robert E. Robichaud
Its:           CFO

Print Name:    Robert E. Robichaud