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                                                                    Exhibit 10.8

                                 LEASE AGREEMENT

                                                    BLDG: Westport 20
                                                    OWNER: 30
                                                    PROP: 0120
                                                    UNIT: 1
                                                    TENANT: IPAS01
                                                    LEASE: 0120-IPAS01-01

      THIS LEASE, made this 26th day of October, 1999 between WESTPORT JOINT
VENTURE, a California joint venture, hereinafter called Landlord, and iPASS,
INC., a California corporation, hereinafter called Tenant.

                                   WITNESSETH:

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

      All of that certain 48,384 +/- square foot, two-story building located at
3800 Bridge Parkway, Redwood City, California 94065. Said Premises is more
particularly shown within the area outlined in Red on EXHIBIT A attached hereto.
The entire parcel, of which the Premises is a part, is shown within the area
outlined in Green on EXHIBIT A attached. The Premises shall be improved by
Landlord as shown on EXHIBIT B to be attached hereto, and is leased on an
"as-is" basis, in its present condition, and in the configuration as shown in
Red on EXHIBIT B to be attached hereto.

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

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

1.    USE.

      Tenant shall use the Premises only in conformance with applicable
governmental laws, regulations, rules and ordinances for the purpose of general
office, light manufacturing, research and development, and storage and other
uses necessary for Tenant to conduct Tenant's business, provided that such uses
shall be in accordance with all applicable governmental laws and ordinances and
for no other purpose. Tenant shall not do or permit to be done in or about the
Premises or the Complex nor bring or keep or permit to be brought or kept in or
about the Premises or the Complex anything which is prohibited by or will in any
way increase the existing


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

2.    TERM.*

      A. The term of this Lease shall be for a period of ten (10) years, one (1)
month, seventeen (17) days (unless sooner terminated as hereinafter provided)
and, subject to Paragraphs 2(B) and 3, shall commence on the 15th day of
January, 2000 and end on the 28th day February of 2010.

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

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

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

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


                                       2.
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            (c) When the Tenant Improvements have been substantially completed
for Tenant's use and occupancy, in accordance and compliance with Exhibit B of
this Lease Agreement and Landlord has delivered the Premises to Tenant; or

            (d) As otherwise agreed in writing.

3.    POSSESSION.

      If Landlord, for any reason whatsoever, cannot deliver possession of said
premises to Tenant at the commencement of the said term, as hereinbefore
specified, this Lease shall not be void or voidable; no obligation of Tenant
shall be affected thereby; nor shall Landlord or Landlord's agents be liable to
Tenant for any loss or damage resulting therefrom; but in that event the
commencement and termination dates of the Lease, and all other dates affected
thereby shall be revised to conform to the date of Landlord's delivery of
possession, as specified in Paragraph 2(b) above. The above is, however, subject
to the provision that the period of delay of delivery of the premises shall not
exceed 60 days from the commencement date herein (except those delays caused by
Acts of God strikes, war, utilities, governmental bodies, weather, unavailable
materials, and delays beyond Landlord's control shall be excluded in calculating
such period) in which instance Tenant, at its option, may, by written notice to
Landlord, terminate this Lease.

4.    RENT

      A. BASIC RENT. Tenant agrees to pay to Landlord at such place as Landlord
may designate without deduction, offset, prior notice or demand, and Landlord
agrees to accept as Basic Rent for the leased Premises the total sum of Twenty
Five Million Nine Hundred Seventy Two Thousand Eight Hundred Forty Three and
35/100 ($25,972,843.35) Dollars in lawful money of the United States of America,
payable as follows:

      See Paragraph 43 for Basic Rent Schedule

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

      C. LATE CHARGE. Notwithstanding any other provision of this Lease. If
Tenant is in default in the payment of rental as set forth in this Paragraph 4
when due, or any part thereof, Tenant agrees to pay Landlord. In addition to the
delinquent rental due, a late charge for each


                                       3.
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rental payment in default ten (10) days. Said late charge shall equal ten (10%)
percent of each rental payment so in default.

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

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

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

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

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

      The Additional Rent due hereunder shall be paid to Landlord or Landlord's
agent (i) within five days for taxes and insurance and within thirty days for
all other Additional Rent items after presentation of invoice from Landlord or
Landlord's agent setting forth such additional Rent and/or (ii) at the option of
Landlord, Tenant shall pay to Landlord monthly, in advance, Tenant's prorata
share of an amount estimated by Landlord to be Landlord's approximate average
monthly expenditure for such Additional Rent Items, which estimated amount shall
be reconciled within 120 days of the end of each calendar year or more
frequently if Landlord so elects to do so at Landlord's sole and absolute
discretion, as compared to Landlord's actual expenditure for said Additional
Rent items, with Tenant paying to Landlord, upon demand, any amount of actual
expenses expended by Landlord in excess of said estimated amount, or Landlord
crediting to Tenant (providing Tenant is not in default in the performance of
any of the terms, covenants and conditions of this Lease) any amount of
estimated payments made by Tenant in excess of Landlord's actual expenditures
for said Additional Rent items. Within thirty (30) days after receipt of
Landlord's reconciliation, Tenant shall have the right, at Tenant's sole
expense, to audit, at a mutually convenient time at Landlord's office,
Landlord's records relating to the foregoing expenses. Such audit must be
conducted by Tenant or an independent nationally recognized accounting firm that
is not being compensated by Tenant or other third party on a contingency fee
basis. Landlord shall be provided a complete copy of said audit at no expense to
Landlord. If such audit reveals that Landlord has overcharged Tenant and the
audit is not challenged by Landlord, the amount overcharged shall be credited to
Tenant's account within thirty (30) days after the audit is concluded.


                                       4.
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      The respective obligations of Landlord and Tenant under this paragraph
shall survive the expiration or other termination of the term of this Lease, and
if the term hereof shall expire or shall otherwise terminate on a day other than
the last day of a calendar year, the actual Additional Rent incurred for the
calendar year in which the term hereof expires or otherwise terminates shall be
determined and settled on the basis of the statement of actual Additional Rent
for such calendar year and shall be prorated in the proportion which the number
of days in such calendar year pricing such expiration or termination bears to
365.

      E. FIXED MANAGEMENT FEE. Beginning with the Commencement Date of the term
of this Lease, Tenant shall pay, in addition to the Basic Rent and Additional
Rent, a fixed monthly management fee ("Management Fee") equal to two percent
(2%) of the Basic Rent due for each month during the Lease Term. Said Management
Fee shall be paid by Tenant to A&P Property Management Company at 2560 Mission
College Blvd., Suite 101, Santa Clara, CA 95054.

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

      G. SECURITY DEPOSIT. Concurrently with Tenant's execution of this Lease,
Tenant shall deposit with Landlord the sum of Four Hundred Ninety Three Thousand
Five Hundred Sixteen and 80/100 ($493,516.80) Dollars. Said sum shall be held by
Landlord as a Security Deposit for the faithful performance by Tenant of all of
the terms, covenants, and conditions of this Lease to be kept and performed by
Tenant during the term hereof. If Tenant defaults with respect to any provision
of this Lease, including, but not limited to, the provisions relating to the
payment of rent and any of the monetary sums due herewith, Landlord may (but
shall not be required to) use, apply or retain all or any part of this Security
Deposit for the payment of any other amount which Landlord may spend by reason
of Tenant's default or to compensate Landlord for any other loss or damage which
Landlord may suffer by reason of Tenant's default. If any portion of said
Deposit is so used or applied, Tenant shall, within ten (10) days after written
demand therefor, deposit cash with Landlord in the amount sufficient to restore
the Security Deposit to its original amount. Tenant's failure to do so shall be
a material breach of this Lease. Landlord shall not be required to keep this
Security Deposit separate from its general funds, and Tenant shall not be
entitled to interest on such Deposit. If Tenant fully and faithfully performs
every provision of this Lease to be performed by it, the Security Deposit or any
balance thereof shall be returned to Tenant (or at Landlord's option, to the
last assignees of Tenant's interest hereunder) at the expiration of the Lease
term and after Tenant has vacated the Premises. In the event of termination of
Landlord's interest in this Lease, Landlord shall transfer said Deposit to
Landlord's successor in interest whereupon Tenant agrees to release Landlord
from liability for the return of such Deposit or the accounting therefor. See
Paragraph 57.

5.    RULES AND REGULATIONS AND COMMON AREA.

      Subject to the term of conditions of this Lease and such reasonable Rules
and Regulations as Landlord may from time to time prescribe, Tenant and Tenant's
employees, invitees and customers shall, in common with other occupants of the
Complex in which the Premises are located, and their respective employees,
invoices and customers, and others entitled to the use


                                       5.
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thereof, have the non-exclusive right to use the access roads, parking areas,
and facilities provided and designated by Landlord for the general use and
convenience of the occupants of the Complex in which the Premises are located,
which areas and facilities are referred to herein as "Common Area". This right
shall terminate upon the termination of this Lease. Landlord reserves the right
from time to time to make changes in the shape, size, location, amount and
extent of Common Area. Landlord further reserves the right to promulgate such
reasonable rules and regulations relating to the use of the Common Area, and any
party or parts thereof, as Landlord may deem appropriate for the best interests
of the occupants of the Complex. The Rules and Regulations shall be binding upon
Tenant upon delivery of a copy of them to Tenant, and Tenant shall abide by them
and cooperate in the observance. Such Rules and Regulations may be reasonably
amended by Landlord from time to time, with or without advance notice, and all
amendments shall be effective upon delivery of a copy to Tenant, Landlord shall
not be responsible to Tenant for the non-performance by any other tenant or
occupant of the Complex of any of said Rules and Regulations.

      Landlord shall operate, manage and maintain the Common Area. The manner in
which the Common Area shall be maintained and the expenditure for such
maintenance shall be at the discretion of Landlord. Landlord's rights pursuant
to this Paragraph 5 shall be subject to the condition that exercise of any such
rights shall not unreasonably interfere with Tenant's use of the Premises.

6.    PARKING.

      Tenant shall have the right to use with other tenants or occupants of the
Complex 161 parking spaces in the common parking areas of the Complex. Tenant
agrees, that Tenant, Tenant's employees, agents, representatives and/or invitees
shall not use parking spaces in excess of said 161 spaces allocated to Tenant
hereunder. Landlord shall have the right, at Landlord's sole discretion, to
specifically designate the location of Tenant's parking spaces within the common
parking areas of the Complex in the event of a dispute among the tenants
occupying the building and/or Complex referred to herein, in which event Tenant
agrees that Tenant, Tenant's employees, agents, representatives and/or invitees
shall not use any parking spaces other than those parking spaces specifically
designated by Landlord for Tenant's use. Said parking spaces, if specifically
designated by Landlord to Tenant, may be relocated by Landlord at any time, and
from time to time, Landlord reserves the right, at Landlord's sole discretion,
to rescind any specific designation of parking spaces, thereby returning
Tenant's parking spaces to the common parking area. Landlord shall give Tenant
written notice of any change in Tenant's parking spaces. Tenant shall not, at
any time, park or permit to be parked, any trucks or vehicles adjacent to the
loading areas so as to interfere in any way with the use of such areas, nor
shall Tenant at any time park, or permit the parking of Tenant's trucks or other
vehicles or the trucks and vehicles of Tenant's suppliers or others, in any
portion of the common area not designated by Landlord for such use by Tenant.
Tenant shall not park nor permit to be parked, any inoperative vehicles or
equipment on any portion of the common parking area or other common areas of the
Complex. common parking area or other common areas of the Complex. Tenant agrees
to assume responsibility for compliance by its employees with the parking
provision contained herein. If Tenant or its employees park in other than such
designated parking areas, the Landlord may charge Tenant, as an additional
charge, and Tenant agrees to pay, ten ($10.00) Dollars per day for each day or
partial day each such vehicle is


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parked in any area other than that designated. Tenant hereby authorizes Landlord
at Tenant's sole expense to tow away from the Complex any vehicle belonging to
Tenant or Tenant's employees parked in violation of these provisions, or to
attach violation stickers or notices to such vehicles. Tenant shall use the
parking area for vehicle parking only, and shall not use the parking area for
storage.

7.    EXPENSES OF OPERATION, MANAGEMENT, AND MAINTENANCE OF THE COMMON AREAS OF
THE COMPLEX.

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

      "Additional Rent" as used herein shall not include Landlord's debt
repayments; interest on charges; expenses directly or indirectly incurred by
Landlord for the benefit of any other tenant; cost for the installation of
partitioning or any other tenant improvements; cost of attracting tenants;
depreciation; interest, or executive salaries.

8.    ACCEPTANCE AND SURRENDER OF PREMISES.

      By entry hereunder, Tenant accepts the Premises as being in good and
sanitary order, condition and repair and accepts the building and improvements
included in the Premises in the present condition and without representation or
warranty by Landlord as to the condition of such building or as to the use or
occupancy which may be made thereof. Any expectations to the foregoing must be
by written agreement executed by Landlord and Tenant. Tenant agrees on the last
day of the Lease term, or on the sooner termination of this Lease, to surrender
the Premises promptly and peaceably to Landlord in good condition and repair
(damage by Acts of God, fire, normal wear and tear excepted), with all interior
walls painted, or cleaned so that they appear freshly painted, and repaired and
replaced, if damaged; all floors cleaned and waxed; all carpets cleaned and
shampooed; the air conditioning and hearing equipment serviced by a reputable
and licensed service firm and in good operating condition (provided the
maintenance of such equipment has been Tenant's responsibility during the term
of this Lease) together with all alterations, additions, and improvements which
may have been made in, to, or on the Premises


                                       7.
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(except movable trade fixtures installed at the expense of Tenant) except that
Tenant shall ascertain from Landlord within thirty (30) days before the end of
the term of this Lease whether Landlord desires to have the Premises or any part
or parts thereof restored to their condition and configuration as when the
Premises were delivered to Tenant and if Landlord shall so desire, the Tenant
shall restore said Premises or such part or parts thereof before the end of the
Lease at Tenant's sole cost and expense. Tenant, on or before the end to the
term or sooner termination of this Lease, shall remove all of Tenant's personal
property and trade fixtures from the Premises, and all property not so removed
on or before the end of the term or sooner termination of this Lease, shall
remove all of Tenant's personal property and trade fixtures from the Premises,
and all property not so removed on or before the end of the term or sooner
termination of this Lease shall be deemed abandoned by Tenant and title to same
shall thereupon pass to Landlord without compensation to Tenant. Landlord may,
upon termination of this Lease, remove all moveable furniture and equipment so
abandoned by Tenant, at Tenant's sole cost, and repair any damage caused by such
removal at Tenant's sole cost. If the Premises be not surrendered at the end of
the term or sooner termination of this Lease, Tenant shall indemnify Landlord
against loss or liability resulting from the delay by Tenant in so surrendering
the Premises including, without limitation, any claims made by any succeeding
tenant founded on such delay. Nothing contained herein shall be construed as an
extension of the term hereof or as a consent of Landlord to any holding over by
Tenant. The voluntary or other surrender of this Lease or the Premises by Tenant
or a mutual cancellation of this Lease shall not work as a merger and, at the
option of Landlord, shall either terminate all or any existing sublease or
subtenancies or operate as an assignment to Landlord of all or any such
subleases or subtenancies.

9.    ALTERATIONS AND ADDITIONS.

      Tenant shall not make, or suffer to be made, any alteration or addition to
the Premises, or any part thereof, without the written consent (which written
consent will specify whether Landlord shall require removal of said alterations
and/or additions, provided Tenant requests such determination from Landlord), of
Landlord first had and obtained by Tenant (which approval shall not be
unreasonably withheld) but at the cost of Tenant, and any addition to, or
alteration of, the Premises, except moveable furniture and trade fixtures, shall
at once become a part to the Premises and belong to Landlord. Landlord reserves
the right to approve all contractors and mechanics proposed by Tenant to make
such alterations and additions. Tenant shall retain title to all moveable
furniture and trade fixtures placed in the Premises. All heating, lighting,
electrical air conditioning, floor to ceiling partitioning, drapery, carpeting,
and floor installation made by Tenant, together with all property that has
become an integral part of the Premises, shall not be deemed trade fixtures.
Tenant agrees that it will not proceed to make such alteration or additions,
without having obtained consent from Landlord to do so, and until five (5) days
from the receipt of such consent, in order that Landlord may post appropriate
notices to avoid any liability to contractors or material suppliers for payment
for Tenant's improvements. Tenant will at all times permit such notices to be
posted and to remain posted until the completion of work. Tenant shall, if
required by Landlord, secure at Tenant's own cost and expense, a completion and
lien indemnity bond, satisfactory to Landlord, for such work. Tenant further
covenants and agrees that any mechanic's lien filed against the Premises or
against the Complex for work claimed to have been done for, or materials claimed
to have been furnished to Tenant, will be discharged by Tenant, by bond or
otherwise, within ten (10) days after the filing


                                       8.
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thereof, at the cost and expense of Tenant. Any exceptions to the foregoing must
be made in writing and executed by both Landlord and Tenant. Notwithstanding
anything to the contrary herein, under no circumstances shall Tenant be
authorized to penetrate the soil to a depth that exceeds three and one-half feet
from the uppermost surface of the soil.

10.   TENANT MAINTENANCE.

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

11.   UTILITIES.

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

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

12.   TAXES.

      A. As Additional Rent and in accordance with Paragraph 4 D of this Lease,
Tenant shall pay to Landlord Tenant's proportionate share of all Real Property
taxes, which prorata share shall be allocated to the leased Premises by square
footage or other equitable basis, as calculated by Landlord. The term "Real
Property Taxes", as used herein, shall mean (i) all taxes,


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

      B. TAXES ON TENANT'S PROPERTY

            (a) Tenant shall be liable for and shall pay ten (10) days before
delinquency, taxes levied against any personal property or trade fixtures placed
by Tenant in or about in the Premises. If any such taxes on Tenant's personal
property or trade fixtures are levied against Landlord or Landlord's property or
if the assessed value of the Premises is increased by the inclusion therein of a
value placed upon such personal property or trade fixtures of Tenant and if
Landlord, after written notice to Tenant, pays the taxes based on such increased
assessments, which Landlord shall have the right to do regardless of the
validity thereof, but only under proper protest if requested by Tenant. Tenant
shall upon demand, as the case may be, repay to Landlord the taxes so levied
against Landlord, or the proportion of such taxes resulting from such increase
in the assessment; provided that in any such event Tenant shall have the right,
in the name of Landlord and with Landlord's full cooperation, to bring suit in
any court of competent


                                      10.
<PAGE>
jurisdiction to recover the amount of any such taxes so paid under protest, and
any amount so recovered shall belong to Tenant.

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

13.   LIABILITY INSURANCE.

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

14.   TENANT'S PERSONAL PROPERTY INSURANCE AND WORKMAN'S COMPENSATION INSURANCE.

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

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


                                      11.
<PAGE>
15.   PROPERTY INSURANCE.

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

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

16.   INDEMNIFICATION.

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

17.   COMPLIANCE.

      Tenant, at its sole cost and expense, shall promptly comply with all laws,
statues, ordinances and governmental rules, regulations or requirements now or
hereafter in effect; with the requirements of any board of fire underwriters or
other similar body now or hereafter constituted; and with any direction or
occupancy certificate issued pursuant to law by any public officer; provided,
however, that no such failure shall be deemed a breach of the provisions if
Tenant, immediately upon notification, commences to remedy or rectify said
failure. The


                                      12.
<PAGE>
judgment of any court of competent jurisdictions or the admission of Tenant in
any action against Tenant, whether Landlord be a party thereto or not, that
Tenant has violated any such law, statute, ordinance or governmental rule,
regulation, requirement, direction or provision, shall be conclusive of that
fact as between Landlord and Tenant. This paragraph shall not be interpreted as
requiring Tenant to make structural changes or improvements, except to the
extent such changes or improvements are required as a result of Tenant's use of
the Premises. Tenant shall, at its sole costs and expense, comply with any and
all requirements pertaining to said Premises, of any insurance organization or
company, necessary for the maintenance of reasonable fire and public liability
insurance covering the Premises.

18.   LIENS.

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

19.   ASSIGNMENT AND SUBLETTING.

      Tenant shall not assign, transfer, or hypothecate the leasehold estate
under this Lease, or any interest therein, and shall not sublet the Premises, or
any part thereof, or any right or privilege appurtenant thereto, or suffer any
other person or entity to occupy or use the Premises, or any portion thereof,
without, in each case, the prior written consent of Landlord which consent will
not be unreasonably withheld. As a condition for granting this consent to any
assignment, transfer, or subletting, Landlord shall require Tenant to pay to
Landlord as Additional Rent, seventy-five (75%) percent of all rents and/or
additional consideration due Tenant from its assignees, transferees or
subtenants in excess of the Rent payable by Tenant to Landlord hereunder for the
assigned, transferred and/or subleased space ("Excess Rent"); provided, however,
that before sharing such Excess Rent, Tenant shall first be entitled to recover
from such Excess Rent the amount of any reasonable leasing commissions related
to said transaction paid by Tenant to third party brokers not affiliated with
Tenant. Tenant shall by thirty (30) days written notice, advise Landlord of its
intent to assign or transfer Tenant's interest in the Lease or sublet the
Premises or any portion thereof for any part of the term hereto. Within
thirty(30) days after receipt of said written notice, Landlord may, in its sole
discretion, elect to terminate this Lease as to the portion of the Premises
described in Tenant's notice on the date specified in Tenant's notice by giving
written notice of such election to termination. If no such notice to terminate
is given to Tenant within said thirty (30) day period, Tenant may proceed to
locate an acceptable sublessee, assignee, or other transferee for presentment to
Landlord for Landlord's approval, all in accordance with the terms, covenants,
and conditions of this paragraph 19. If Tenant intends to sublet the entire
Premises and Landlord elects to terminate this Lease, this Lease shall be
terminated on the date specified in Tenant's notice. If, however, this Lease
shall terminate pursuant to the foregoing with respect to less than all the
Premises, the rest, as defined


                                      13.
<PAGE>
and reserved hereinabove shall be adjusted on a pro rata basis to the number of
square feet retained by Tenant, and this Lease as so amended shall continue in
full force and effect. In the event Tenant is allowed to assign, transfer or
sublet the whole or any part of the Premises, with the prior written consent of
Landlord, no assignee, transferee or subtenant shall assign or transfer this
Lease, either in whole or in part, or sublet the whole or any part of the
Premises, without also having obtained the prior written consent of Landlord. A
consent of Landlord to one assignment, transfer, hypothecation, subletting,
occupation or use by any other person shall not release Tenant from any of
Tenant's obligations hereunder or be deemed to be a consent to any subsequent
similar or dissimilar assignment, transfer, hypothecation, subletting,
occupation or use by any other person. Any such assignment, transfer,
hypothecation, subletting, occupation or use without such consent shall be void
and shall constitute a breach of the Lease by Tenant and shall, at the option of
Landlord exercised by written notice to Tenant, terminate this Lease. The
leasehold estate under this Lease shall not, nor shall any interest therein, be
assignable for any purpose by operation of law without the written consent of
Landlord. As a condition to its consent, Landlord shall require Tenant to pay
all expenses in connection with the assignment, and Landlord shall require
Tenant's assignee or transferee (or other assignees or transferees) to assume in
writing all of the obligations under this Lease and for Tenant to remain liable
to Landlord under the Lease. Notwithstanding the above, in no event will
Landlord consent to a sub-sublease.

20.   SUBORDINATION AND MORTGAGES.

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

21.   ENTRY BY LANDLORD.

      Landlord reserves, and shall at all reasonable times after at least 24
hours notice (except in emergencies) have, the right to enter the Premises to
inspect them; to perform any services to be provided by Landlord hereunder, to
submit the Premises to prospective purchasers, mortgagers or tenants; to post
notices of nonresponsibility; and to alter, improve or repair the Premise and
any portion of the Complex, all without abatement of rent; and may erect
scaffolding and other necessary structures in or through the Premises where
reasonably required by the character of the work to be performed; provided,
however, that the business of Tenant shall be interfered with to the least
extent that is reasonably practical. For each of the foregoing purposes,
Landlord shall at all times have and retain a key with which to unlock all of
the doors in an emergency in order to obtain entry to the Premises, and any
entry to the Premises obtained by Landlord by any of said means, or otherwise,
shall not under any circumstances be construed or deemed to be a forcible or
unlawful entry into or a detainer of the Premises or an eviction, actual or
constructive, of Tenant from the Premises or any portion thereof. Landlord shall
also


                                      14.
<PAGE>
have the right at any time to change the arrangement or location of entrances or
passageways, doors and doorways, and corridors, elevators, stairs, toilets or
other public parts of the Complex and to change the name, number or designation
by which the Complex is commonly known, and none of the foregoing shall be
deemed an actual or constructive eviction of Tenant, or shall entitle Tenant to
any reduction of rent hereunder.

22.   BANKRUPTCY AND DEFAULT.

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

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

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

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


                                      15.
<PAGE>
default of this Lease by Tenant, Landlord shall have the following rights and
remedies in addition to any other rights or remedies available to Landlord at
law or in equity:

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

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

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

            (D) To the extent permitted by law the right of power, to enter the
Premises and remove therefrom all persons and property, to store such property
in a public warehouse or elsewhere at the cost of and for the account of Tenant,
and to sell such property and apply such proceeds therefrom pursuant to
applicable California law. Landlord, may from time to time sublet the Premises
or any part thereof for such term or terms (which may extend beyond the term of
the Lease) and at such rent and such other terms as Landlord in its sole
discretion may deem advisable, with the right to make alterations and repairs to
the Premises. Upon each subletting, (i) Tenant shall be immediately liable to
pay Landlord, in addition to indebtedness other than rent due hereunder, the
cost of such subletting, including, but not limited to, reasonable attorney's
fees and any real estate commissions actually paid, and the cost of such
alteration and repairs incurred by Landlord and the amount, if any, by which the
rent hereunder for the period of such subletting (to the extent such period does
not exceed the term hereof) exceeds the amount to be paid as rent for the
Premises for such period or (ii) at the option of Landlord, rents received from
such subletting shall be applied first to payment of indebtedness other than
rent due hereunder from Tenant to Landlord; second, to the payment of any costs
of such subletting and of such alterations and repairs; third to payment of rent
due and unpaid hereunder, and the residue, if any, shall be held by Landlord and
applied to payment of future rent as the same becomes due hereunder. If Tenant
has been credited with any rent to be received by such subletting under option
(i) and such rent shall not be promptly paid to Landlord by the subtenant(s), or
if such rentals received from such subletting under option (ii) during any


                                      16.
<PAGE>
month by less than that to be paid during the month by Tenant hereunder. Tenant
shall pay any such deficiency to Landlord. Such deficiency shall be calculated
and paid monthly. No taking possession of the Premises by Landlord, shall be
construed as an election on its part to terminate this Lease unless a written
notice of such intention be given to Tenant. Notwithstanding any such subletting
without termination, Landlord may at any time hereafter elect to terminate this
Lease for such previous breach.

            (E) The right to have a receiver appointed for Tenant upon
application by Landlord, to take possession of the Premises and to apply any
rental collected from the Premises and to exercise all other rights and remedies
granted to Landlord pursuant to subparagraph (d) above.

23.   ABANDONMENT.

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

24.   DESTRUCTION.

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

            (A) Rebuild or restore the Premises to the condition prior to the
damage or destruction; or

            (B) Terminate this Lease, (providing that the Premises is damaged to
the extent of 33 1/3% of the replacement cost). If Landlord does not give Tenant
notice in writing within thirty (30) days from the destruction of the Premises
of its election to either rebuild and restore them, or to terminate this Lease,
Landlord shall be deemed to have elected to rebuild or restore them, in which
event Landlord agrees, at its expense, promptly to rebuild or restore the
Premises to their condition prior to the damage or destruction. Tenant shall be
entitled to a reduction in rent while such repair is being made in the
proportion that the area of the Premises rendered untenantable by such damage
bears to the total area of the Premises. If Landlord initially estimates that
the rebuilding or restoration will exceed one hundred eighty (180) days or if
Landlord does not complete the rebuilding or restoration within one hundred
eighty (180) days following the date of destruction (such period of time to be
extended for delays caused by the fault or neglect of Tenant or because of acts
of God, acts of public agencies, labor disputes, strikes, fires, freight
embargoes, rainy or stormy weather, inability to obtain materials, supplies or
fuels, acts of contractors or subcontractors, or delay of the contractors or
subcontractors due to such causes or other contingencies beyond the control of
Landlord), then Tenant shall have the right to terminate this Lease by giving
fifteen (15) days prior written notice to Landlord. Notwithstanding anything
herein to the contrary. Landlord's obligation to rebuild or restore shall be
limited to the building and interior improvements constructed by Landlord as
they existed as


                                      17.
<PAGE>
of the commencement date of the Lease and shall not include restoration of
Tenant's trade fixtures, equipment, merchandise, or any improvements,
alterations or additions made by Tenant to the Premises, which Tenant shall
forthwith replace or fully repair at Tenant's sole cost and expense provided
this Lease is not cancelled according to the provisions above.

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

      In the event that the building in which the Premises are situated is
damaged or destroyed to the extent of not less than 33 1/8 % of the replacement
cost thereof, Landlord may elect to terminate this Lease, whether the Premises
be injured or not. Notwithstanding anything to the contrary herein, Landlord may
terminate this Lease in the event of an uninsured event or if insurance proceeds
are insufficient to cover one hundred percent of the rebuilding costs net of the
deductible.

25.   EMINENT DOMAIN.

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

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

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


                                      18.
<PAGE>
next following in which such notice is given, upon payment by Tenant of the rent
form the date of such taking or conveyance to the date of termination.

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

26.   SALE OR CONVEYANCE BY LANDLORD.

      In the event of a sale or conveyance of the Complex or any interest
therein, by any owner of the reversion then constituting Landlord, the
transferor shall thereby be released form any further liability upon any of the
terms, covenants or conditions (express or implied) herein contained in favor of
Tenant, and in such event, insofar as such transfer is concerned. Tenant agrees
to look solely to the responsibility of the successor in interest of such
transferor in and to the Complex and this Lease for all obligations thereafter
arising. This Lease shall not be affected by any such sale or conveyance, and
Tenant agrees, upon recognition, to attorn to the successor in interest of such
transferor.

27.   ATTORNMENT TO LENDER OR THIRD PARTY.

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

28.   HOLDING OVER.

      Any holding over by Tenant after expiration or other termination of the
term of this Lease with the written consent of Landlord delivered to Tenant
shall not constitute a renewal or extension of the Lease or give Tenant any
rights in or to the leased Premises except as expressly provided in this Lease.
Any holding over after the expiration or other termination f the term of this
Lease, with the consent of Landlord, shall be construed to be a tenancy from
month to month, on the same terms and conditions herein specified insofar as
applicable except that the monthly Basic Rent shall be increased to an amount
equal to one hundred fifty (150%) percent of the monthly Basic Rent required
during the last month of the Lease term.

29.   CERTIFICATE OF ESTOPPEL.


                                      19.
<PAGE>
      Tenant shall at any time upon not less than ten (10) days' prior written
notice to Landlord execute, acknowledge and deliver to Landlord a statement in
writing (i) certifying that this Lease is unmodified and in full force and
effect (or, if modified, stating the nature of such modification and certifying
that this Lease, as so modified, is in full force and effect) and the date to
which the rent and other charges are paid in advance, if any, and (ii)
acknowledging that there are not, to Tenant's knowledge, any uncured defaults on
the part of Landlord hereunder, or specifying such defaults, if any, are
claimed. Any such statement may be conclusively relied upon by any prospective
purchaser or encumbrancer of the Premises. Tenant's failure to deliver such
statement with in such time shall be conclusive upon Tenant that this Lease is
in full force and effect, without modification except as may be represented by
Landlord; that there are no uncured defaults in Landlord's performance, and that
not more than one month's rent has been paid in advance.

30.   CONSTRUCTION CHANGES.

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

31.   RIGHT OF LANDLORD TO PERFORM.

      All terms, covenants and conditions of this Lease to be performed or
observed by Tenant shall be performed or observed by Tenant at Tenant's sole
cost and expense and without any reduction of rent. If Tenant shall fail to pay
any sum of money, or other rent, required to be paid by it hereunder and such
failure shall continue for five (5) days after written notice thereof by
Landlord, or shall fail to perform any other term or covenant hereunder on its
part to be performed, and such failure shall continue for thirty (30) days after
written notice thereof by Landlord, Landlord, without waiving or releasing
Tenant from any obligation of Tenant hereunder, may, but shall not be obligated
to, make any such payment or perform any such other term or covenant on Tenant's
part to be performed. All sums so paid by Landlord and all necessary costs of
such performance by Landlord together with interest thereon at the rate of the
prime rate of interest per annum as quoted by the Bank of America from the date
of such payment or performance by Landlord, shall be paid (and Tenant covenants
to make such payment) to Landlord on demand by Landlord, and Landlord shall have
(in addition to any other right or remedy of Landlord) the same rights and
remedies in the event of nonpayment by Tenant as in the case of failure by
Tenant in the payment of rent hereunder. See Paragraph 51.

32.   ATTORNEYS' FEES.

      A. In the event that either Landlord or Tenant should bring suit for the
possession of the Premises, for the recovery of any sum due under this Lease, or
because of the breach of any provision of this Lease, or for any other relief
against the other party hereunder, then all costs and expenses, including
reasonable attorneys' fees, incurred by the prevailing party therein shall


                                      20.
<PAGE>
be paid by the other party, which obligation on the part of the other party
shall be deemed to have accrued on the date of the commencement of such action
and shall be enforceable whether or not the action is prosecuted to judgment.

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

33.   WAIVER.

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

34.   NOTICES.

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

35.   EXAMINATION OF LEASE.

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

36.   DEFAULT BY LANDLORD.

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


                                      21.
<PAGE>
performance, then Landlord shall not be in default if Landlord commences
performance within such thirty (30) day period and thereafter diligently
prosecutes the same to completion.

37.   CORPORATE AUTHORITY.

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

38.

39.   LIMITATION OF LIABILITY.

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

      A. The sole and exclusive remedy shall be against Landlord's interest in
the Premises leased herein;

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

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

      D. No partner of Landlord shall be required to answer or otherwise plead
to any service of process;

      E. No judgment will be taken against any partner of Landlord;

      F. Any judgment taken against any partner of Landlord may be vacated and
set aside at any time without hearing;

      G. No writ of execution will ever be levied against the assets of any
partner of Landlord;

      H. These covenants and agreements are enforceable both by Landlord and
also by any partner of Landlord.

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


                                      22.
<PAGE>
40.   MISCELLANEOUS AND GENERAL PROVISIONS.

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

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

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

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

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

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

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

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

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


                                      23.
<PAGE>
      I. Paragraphs 43 through 59 are added hereto and are included as a part of
this lease.

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

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

41.   BROKERS.

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

42.   SIGNS.

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

      All approved signs or lettering on outside doors shall be printed,
painted, affixed or inscribed at the expense of Tenant by a person approved of
by Landlord. Tenant shall not place anything or allow anything to be placed near
the glass of any window, door partition or wall which may appear unsightly from
outside the Premises.

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

<TABLE>
<CAPTION>
LANDLORD:                                                TENANT:
<S>                                                      <C>
WESTPORT JOINT VENTURE                                   iPASS, INC.,
a California joint venture                               a California corporation

JOHN ARRILLAGA SURVIVOR'S TRUST

By   /s/  John Arrillaga                                 By   /s/  Michael Mansouri
   ---------------------------------------                 ---------------------------------------
         John Arrillaga, Trustee

Date   11/24/99                                          Title   Chairman & CEO
     -------------------------------------                    ------------------------------------
</TABLE>


                                      24.
<PAGE>
<TABLE>
<S>                                                      <C>
PEERY PRIVATE INVESTMENT COMPANY WP, L.P.,
a California limited partnership                         Print or Type Name Michael Mansouri

By   /s/  Richard Perry                                  Date   11/21/99
   ---------------------------------------                   -------------------------------------
   Richard T. Peery, Trustee of the
   Richard T. Peery Separate Property
   Trust dated 7/20/77, as its General
   Partner

Date   11/24/99
    --------------------------------------

PEERY PUBLIC INVESTMENT COMPANY - WP, L.P.,
a California limited partnership

By:   /s/  Richard Perry
    --------------------------------------
Richard T. Peery, Trustee of the Richard
T. Peery Separate Property Trust dated
7/20/77, as its General Partner

Date   11/24/99
     -------------------------------------
</TABLE>


                                      25.
<PAGE>
Paragraphs 43 through 59 to Lease Agreement dated October 26, 1999, by and
between Westport Joint Venture, a California joint venture, as Landlord, and
iPass, Inc., a California corporation, as Tenant for 48,384+/- Square Feet of
Space Located at 3800 Bridge Parkway, Redwood City, California.

43.   BASIC RENT.

      In accordance with Paragraph 4A herein, the total aggregate sum of TWENTY
FIVE MILLION NINE HUNDRED SEVENTY NINE THOUSAND SEVEN HUNDRED FIVE AND 38/100
DOLLARS ($25,979,705.38), shall be payable as follows:

      On January 15, 2000, the sum of ONE HUNDRED SIX THOUSAND THREE HUNDRED
SIXTY ONE AND 38/100 DOLLARS ($106,361.38) shall be due, representing the
prorated Basic Rent for the period of January 15, 200 through January 31, 2000.

      On February 1, 2000, the sum of ONE HUNDRED EIGHTY ONE THOUSAND FOUR
HUNDRED FORTY AND NO/100 DOLLARS ($181,440.00) shall be due, and a like sum due
on the first day of each month thereafter, through and including February 1,
2001.

      On March 1, 2001, the sum of ONE HUNDRED EIGHTY EIGHT THOUSAND SIX HUNDRED
NINETY-SEVEN AND 60/100 DOLLARS ($188,697.60) shall be due, and a like sum due
on the first day of each month thereafter, through and including February 1,
2002.

      On March 1, 2002, the sum of ONE HUNDRED NINETY FIVE THOUSAND NINE HUNDRED
FIFTY FIVE AND 20/100 DOLLARS ($195,955.20) shall be due, and a like sum due on
the first day of each month thereafter, through and including February 1, 2003.

      On March 1, 2003, the sum of TWO HUNDRED THREE THOUSAND TWO HUNDRED TWELVE
AND 80/100 DOLLARS ($203,212.80) shall be due, and a like sum due on the first
day of each month thereafter, through and including February 1, 2004.

      On March 1, 2004, the sum of TWO HUNDRED TEN THOUSAND FOUR HUNDRED SEVENTY
AND 40/100 DOLLARS ($210,470.40) shall be due, and a like sum due on the first
day of each month thereafter, through and including February 1, 2005.

      On March 1, 2005, the sum of TWO HUNDRED SEVENTEEN THOUSAND SEVEN HUNDRED
TWENTY EIGHT AND NO/100 DOLLARS ($217,728.00) shall be due, and a like sum due
on the first day of each month thereafter, through and including February 1,
2006.

      On March 1, 2006, the sum of TWO HUNDRED TWENTY FOUR THOUSAND NINE HUNDRED
EIGHTY FIVE AND 60/100 DOLLARS ($224,985.60) shall be due, and a like sum due on
the first day of each month thereafter, through and including February 1, 2007.

      On March 1, 2007, the sum of TWO HUNDRED THIRTY-TWO THOUSAND TWO HUNDRED
FORTY THREE AND 20/100 DOLLARS ($232,243.20) shall be due, and a like sum due on
the first day of each month thereafter, through and including February 1, 2008.


                                      26.
<PAGE>
      On March 1, 2008, the sum of TWO HUNDRED THIRTY NINE THOUSAND FIVE HUNDRED
AND 80/100 DOLLARS ($239,500.80) shall be due, and a like sum due on the first
day of each month thereafter, through and including February 1, 2009.

      On March 1, 2009, the sum of TWO HUNDRED FORTY SIX THOUSAND SEVEN HUNDRED
FIFTY EIGHT AND 40/100 DOLLARS ($246,758.40) shall be due, and a like sum due on
the first day of each month thereafter, through and including February 1, 2010;
or until the entire aggregate sum of TWENTY-FIVE MILLION NINE HUNDRED
SEVENTY-NINE THOUSAND SEVEN HUNDRED FIVE AND 38/100 DOLLARS ($25,979,705.38) has
been paid.

44.   "AS-IS BASIS.

      Subject only to Paragraph 45 and to Landlord making the improvements shown
on EXHIBIT B to be attached hereto, it is hereby agreed that the Premises leased
hereunder is leased strictly on an "as-is" basis and in its present condition,
and in the configuration as shown on EXHIBIT B to be attached hereto, and by
reference made a part hereof. Except as noted herein, it is specifically agreed
between the parties that after Landlord makes the interior improvements as shown
on EXHIBIT B, Landlord shall not be required to make, nor be responsible for any
cost, in connection with any repair, restoration, and/or improvement to the
Premises in order for this Lease to commence, or thereafter, throughout the Term
of this Lease. Notwithstanding anything to the contrary within this Lease,
Landlord makes no warranty or representation of any kind or nature whatsoever as
to the condition or repair of the Premises, nor as to the use or occupancy which
may be made thereof.

45.   TENANT INTERIOR IMPROVEMENTS.

      Landlord shall, at its sole cost and expense, construct certain interior
improvements (the "Tenant Improvements") in the Premises, as shown on EXHIBIT B
to be attached to the Lease and Landlord agrees to deliver the Premises leased
hereunder to Tenant, at Landlord's expense, in the configuration shown in Red on
EXHIBIT B to be attached hereto. Notwithstanding anything to the contrary above,
it is specifically understood and agreed that Landlord shall be required to
furnish only a standard air conditioning/heating system, normal electrical
outlets, standard fire sprinkler systems, standard bathroom, standard lobby, 2'
x 4' suspended acoustical tile drop ceiling throughout the entire space leased,
carpeting and/or vinyl-coated floor tile, and standard office partitions and
doors, as shown on EXHIBIT B to be attached hereto; provided, however, that any
special HVAC and/or plumbing and/or electrical requirements over and above that
normally supplied by Landlord shall be 100 percent the responsibility of and be
paid for 100 percent by Tenant.

      It is further agreed that Tenant shall furnish Landlord with Tenant's
required specifications and a preliminary space plan showing the layout of the
improvements to be constructed in the Premises by November 15, 1999. At that
time, Landlord shall have the final interior plans drawn by Landlord's
architect. All of the plans and specifications shall be EXHIBIT B to this Lease.
If said preliminary plans and specifications for any items affecting the
interior improvements to be constructed in the building are not received by
Landlord for Landlord's approval (which approval shall not be unreasonably
withheld) by November 15, 1999, then it is


                                      27.
<PAGE>
agreed that, notwithstanding anything to the contrary in this Lease, this Lease
and Tenant's obligation to perform all terms, covenants and conditions of this
Lease shall commence February 15, 2000, regardless of whether or not the
building and interior improvements are completed on February 15, 2000, and
Landlord shall complete construction of the interior improvements as soon as
reasonably possible thereafter.

      Notwithstanding anything to the contrary, it is agreed that in the event
Tenant makes changes, additions or modifications to the plans and specifications
to be constructed by Landlord as set forth herein, or improvements are installed
for Tenant in excess of those to be provided Tenant by Landlord as set forth on
EXHIBIT B, any increased cost(s) resulting from said changes, additions and/or
modifications and/or improvements in excess of those to be provided Tenant shall
be contracted for with Landlord and paid for one hundred percent (100%) by
Tenant.

      The interior shall be constructed in accordance with EXHIBIT B of the
Lease, it being agreed, however, that if the interior improvements constructed
by Landlord relating thereto, do not conform exactly to the plans and
specifications as set forth in the Lease, and the general appearance, structural
integrity, and Tenant's uses and occupancy of the Premises and interior
improvements relating thereto are not materially or unreasonably affected by
such deviation, it is agreed that the commencement date of the Lease, and
Tenant's obligation to pay rental, shall not be affected, and Tenant hereby
agrees, in such event, to accept the Premises and interior improvements as
constructed by Landlord.

      Tenant shall have thirty (30) days after the Commencement Date to provide
Landlord with a "punch list" pertaining to Landlord's work with respect to
Tenant's interior improvements. As soon as reasonably possible thereafter,
Landlord, or one of Landlord's representatives (if so approved by Landlord), and
Tenant shall conduct a joint walk-through of the Premises (if Landlord so
requires), and inspect such Tenant Improvements, using their best efforts to
agree on the incomplete or defective construction related to the Tenant
Improvements installed by Landlord. After such inspection has been completed,
Landlord shall prepare, and both parties shall sign, a list of all "punch list"
items which the parties reasonably agree are to be corrected by landlord (but
which shall exclude any damage or defects caused by Tenant, its employees,
agents or parties Tenant has contracted with to work on the Premises). landlord
shall have thirty (30) days thereafter (or longer if necessary, provided
Landlord is diligently pursuing the completion of the same) to complete, at
Landlord's expense, the repairs on the "punch list" without the Commencement
Date of the Lease and Tenant's obligation to pay Rental thereunder being
affected. This Paragraph shall be of no force and effect if Tenant shall fail to
give any such notice to Landlord within thirty (30) days after the Commencement
Date of this Lease.

46.   CONSENT.

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

47.   CHOICE OF LAW; SEVERABILITY.

      This Lease shall in all respects be governed by and construed in
accordance with the laws of the State of California. If any provisions of this
Lease shall be invalid, unenforceable or


                                      28.
<PAGE>
ineffective for any reason whatsoever, all other provisions hereof shall be and
remain in full force and effect.

48.   AUTHORITY TO EXECUTE.

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

49.   ASSESSMENT CREDITS.

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

50.   ASSIGNMENT AND SUBLETTING (CONTINUED).

      A. In addition to and notwithstanding anything to the contrary in
Paragraph 19 of this Lease and provided Tenant is not in default of this Lease,
Landlord hereby agrees to consent to: (1) Tenant's assigning or subletting said
Lease to: (i) any parent or subsidiary corporation, or corporation with which
Tenant merges or consolidates provided that the net worth of said parent or
subsidiary corporation, or said corporation has a net worth equal to or greater
than the net worth of Tenant (a) at the time of Lease execution or (b) at the
time of such assignment, merger, or consolidation (whichever is greater); or
(ii) any third party or entity to whom Tenant sells all or substantially all of
its assets; provided, that the net worth of the resulting or acquiring
corporation has a net worth after the merger, consolidation or acquisition equal
to or greater than the net worth of Tenant (a) at the time of Lease execution or
(b) at the time of such merger, consolidation or acquisition, whichever is
greater (collectively "Permitted Transfers"); (2) waive its right to terminate
the Lease due to a Permitted Transfer; and (3) waive any rights to Excess Rent
related to a Permitted Transfer. No such assignment or subletting will release
the Tenant from its liability and responsibility under this Lease to the extend
Tenant continues in existence following such transaction. Notwithstanding the
above, Tenant shall be required to (a) give Landlord written notice prior to
such assignment or subletting to any party as described in (i) and (ii) above,
(b) execute Landlord's consent document prepared by Landlord reflecting the


                                      29.
<PAGE>
assignment or subletting and (c) pay Landlord's costs for processing said
Consent prior to the effective date of said assignment or sublease.

      B. Notwithstanding the foregoing, Landlord and Tenant agree that it shall
not be unreasonable for Landlord to refuse to consent to a proposed assignment,
sublease or other transfer ("Proposed Transfer") if the Premises or any other
portion of the Property would become subject to additional or different
Government Requirements as a direct or indirect consequence of the Proposed
Transfer and/or the Proposed Transferee's use and occupancy of the Premises and
the Property. However, Landlord may, in its sole discretion, consent to such a
proposed Transfer where Landlord is indemnified by Tenant and (i) Subtenant or
(ii) Assignee, in form and substance satisfactory to Landlord's counsel, by
Tenant and/or the Proposed Transferee from and against any and all costs,
expenses, obligations and liability arising out of the Proposed Transfer and/or
the Proposed Transferee's use and occupancy of the premises and the Property.

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

            "If Landlord and Tenant jointly and voluntarily elect, for any
      reason whatsoever, to terminate the Master Lease prior to the scheduled
      Master Lease termination date, then this Sublease (if then still in
      effect) shall terminate concurrently with the termination of the Master
      Lease. Subtenant expressly acknowledges and agrees that (1) the voluntary
      termination of the Master Lease by Landlord and Tenant and the resulting
      termination of this Sublease shall not give Subtenant any right or power
      to make any legal or equitable claim against Landlord, including without
      limitation any claim for interference with contract or interference with
      prospective economic advantage, and (2) Subtenant hereby waives any and
      all rights it may have under law or at equity against Landlord to
      challenge such an early termination of the Sublease, and unconditionally
      releases and relieves Landlord, and its officers, directors, employees and
      agents, from any and all claims, demands, and/or causes of action
      whatsoever (collectively, "Claims"), whether such matters are known or
      unknown, latent or apparent, suspected or unsuspected, foreseeable or
      unforeseeable, which Subtenant may have arising out of or in connection
      with any such early termination of this Sublease. Subtenant knowingly and
      intentionally waives any and all protection which is or may be given by
      Section 1542 of the California Civil Code which provides as follows: "A
      general release does not extend to claims which the creditor does not know
      or suspect to exist in his favor at the time of executing the release,
      which if known by him must have materially affected his settlement with
      debtor.

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


                                      30.
<PAGE>
Initials:                                Initials:                           "
         ---------------------------              ----------------------------
                   Subtenant                               Tenant

51.   BANKRUPTCY AND DEFAULT.

      Paragraph 22 is modified to provide that with respect to non-monetary
defaults not involving Tenant's failure to pay Basic Rent or Additional Rent,
Tenant shall not be in default of any non-monetary obligation if (i) more than
thirty (30) days is required to cure such non-monetary default, and (ii) Tenant
commences cure of such default as soon as reasonably practicable after receiving
written notice of such default from Landlord and thereafter continuously and
with due diligence prosecutes such cure to completion.

52.   ABANDONMENT.

      Paragraph 23 is modified to provide that Tenant shall not be in default
under the Lease if it leaves all or any part of Premises vacant so long as (i)
tenant is performing all of its other obligations under the Lease including the
obligation to pay Basic Rent and Additional Rent (ii) Tenant provides on-site
security during normal business hours for those parts of the Premises left
vacant, (iii) such vacancy does not materially and adversely affect the validity
or coverage of any policy of insurance carried by Landlord with respect to the
Premises, and (iv) the utilities and heating and ventilation system are operated
and maintained to the extent necessary to prevent damage to the Premises or its
systems.

53.   HAZARDOUS MATERIALS.

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

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

      B. Tenant shall obtain Landlord's written consent, which may be withheld
in Landlord's discretion, prior to the occurrence of any Tenant's Hazardous
Materials Activities (defined


                                      31.
<PAGE>
below); provided, however, that Landlord's consent shall not be required for
normal use in compliance with applicable Environmental Laws of customary
household and office supplies (Tenant shall first provide Landlord with a list
of said materials use), such as mild cleaners, lubricants and copier toner. As
used herein, the term "Tenant's Hazardous Materials Activities" shall mean any
and all use, handling, generation, storage, disposal, treatment, transportation,
release, discharge or emission of any Hazardous Materials on, in, beneath, to,
from, at or about the Property, in connection with Tenant's use of the Property,
or by Tenant or by any of Tenant's agents, employees, contractors, vendors,
invitees, visitors or its future subtenants or assignees. Tenant agrees that any
and all Tenant's Hazardous Materials Activities shall be conducted in strict,
full compliance with applicable Environmental Laws at Tenant's expense, and
shall not result in any contamination of the Property or the environment. Tenant
agrees to provide Landlord with prompt written notice of any spill or release of
Hazardous Materials at the Property during the term of the Lease of which Tenant
becomes aware, and further agrees to provide Landlord with prompt written notice
of any violation of Environmental Laws in connection with Tenant's Hazardous
Materials Activities of which Tenant becomes aware. If Tenant's Hazardous
Materials Activities involve Hazardous Materials other than normal use of
customary household and office supplies, Tenant also agrees at Tenant's expense:
(i) to install such Hazardous Materials monitoring, storage and containment
devices as Landlord reasonably deems necessary (Landlord shall have no
obligation to evaluate the need for any such installation or to require any such
installation); (ii) provide Landlord with a written inventory of such Hazardous
Materials, including an update of same each year upon the anniversary date of
the Commencement Date of the Lease ("Anniversary Date"); and (iii) on each
Anniversary Date, to retain a qualified environmental consultant, acceptable to
Landlord, to evaluate whether Tenant is in compliance with all applicable
Environmental Laws with respect to Tenant's Hazardous Materials Activities.
Tenant, at its expense, shall submit to Landlord a report from such
environmental consultant which discusses the environmental consultant's findings
within two (2) months of each Anniversary Date. Tenant, at its expense, shall
promptly undertake and complete any and all steps necessary, and in full
compliance with applicable Environmental Laws, to fully correct any and all
problems or deficiencies in connection with Tenant's Hazardous Materials
Activities identified by the environmental consultant, and promptly provide
Landlord with documentation of all such corrections.

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

      D. If Landlord, in its sole discretion, believes that the Property has
become contaminated as a result of Tenant's Hazardous Materials Activities,
Landlord in addition to any other rights it may have under this Lease or under
Environmental Laws or other laws, may enter upon the


                                      32.
<PAGE>
Property and conduct inspection, sampling and analysis, including but not
limited to, obtaining and analyzing samples of soil and groundwater, for the
purpose of determining the nature and extent of such contamination. Tenant shall
promptly reimburse Landlord for the costs of such an investigation, including
but not limited to, reasonable attorneys' fees Landlord incurs with respect to
such investigation, that discloses Hazardous Materials contamination for which
Tenant is liable under this Lease. Except as may be required of Tenant by
applicable Environmental Laws, Tenant shall not perform any sampling, testing or
drilling to identify the presence of any Hazardous Materials at the Property,
without Landlord's prior written consent which may be withheld in Landlord's
discretion. Tenant shall promptly provide Landlord with copies of any claims,
notices, work plans, data and reports prepared, received or submitted in
connection with any sampling, testing or drilling performed pursuant to the
preceding sentence.

      E. Tenant shall indemnify, defend (with legal counsel acceptable to
Landlord, whose consent shall not unreasonably be withheld) and hold harmless
Landlord, its employees, assigns, successors, successors-in-interest, agents and
representatives from and against any and all claims (including but not limited
to third party claims from a private party or a government authority),
liabilities, obligations, losses, causes of action, demands, governmental
proceedings or directives, fines, penalties, expenses, costs (including but not
limited to reasonable attorneys', consultants' and other experts' fees and
costs), and damages, which arise from or relate to: (i) Tenant's Hazardous
Materials Activities; (ii) any Hazardous Materials contamination caused by
Tenant prior to the Commencement Date of the Lease; or (iii) the breach of any
obligation of Tenant under this Paragraph 53 (collectively, "Tenant's
Environmental Indemnification"). Tenant's Environmental Indemnification shall
include but is not limited to the obligation to promptly and fully reimburse
Landlord for losses in or reductions to rental income, and diminution in fair
market value of the Property. Tenant's Environmental Indemnification shall
further include but is not limited to the obligation to diligently and properly
implement to completion, at Tenant's expense, any and all environmental
investigation, removal, remediation, monitoring, reporting, closure activities
or other environmental response action (collectively, "Response Actions").
Tenant shall promptly provide Landlord with copies of any claims, notices, work
plans, data and reports prepared, received or submitted in connection with any
Response Actions.

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


                                      33.
<PAGE>
Tenant with copies of the environmental reports listed on EXHIBIT D, and Tenant
acknowledges that Tenant and Tenant's experts (if any) have had ample
opportunity to review such reports and that Tenant has satisfied itself as to
the environmental conditions of the Property and the suitability of such
conditions for Tenant's intended use of the Property.

Initials:      /s/   MM                  Initials:      /s/   JA
         ---------------------------              ----------------------------
                   Tenant                                   Landlord

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

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

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

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

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


                                      34.
<PAGE>
      (5)   Tenant shall be responsible at its expense for repairing any
            Environmental Equipment damages due to the negligence of Tenant or
            Tenant's agents, employees, contractors, vendors, invitees,
            visitors, future subtenants or assignees (such terms "invitees" and
            "visitors" as used in this Paragraph 53 shall not include Landlord
            or any other party named as a discharger under the Order as may be
            amended, or any of their respective agents, consultants or
            contractors, or any Government Representatives).

      It is agreed that the Tenant's responsibilities related to Hazardous
Materials will survive the expiration or termination of this Lease and that
Landlord may obtain specific performance of Tenant's responsibilities under this
Paragraph 53.

54.   LEASE TERMS CO-TERMINOUS.

      It is acknowledged that (i) concurrently with the execution of this Lease,
Landlord and Tenant are also executing a second Lease Agreement dated October
26, 1999 (hereinafter referred to as the "Building 19 Lease") affecting adjacent
property located at 3600 Bridge Parkway, Redwood City and (ii) it is the
intention of the parties that the term of this Lease be co-terminous with the
term of the Building 19 Lease such that the terms of both leases expire on the
same date; provided, however, the termination of this Lease resulting from the
terms and conditions stated under Paragraph 19 "Bankruptcy and Default" (subject
to Landlord's option as stated in the respective leases' "Cross Default"
Paragraph) or Paragraph 21 "Destruction" or Paragraph 22 "Eminent Domain" shall
not result in a termination of the Building 19 Lease, unless Landlord elects, at
its sole and absolute discretion, to terminate both of the leases.

55.   CROSS DEFAULT.

      As a material part of the consideration for the execution of this Lease by
Landlord, it is agreed between Landlord and Tenant that a default under this
Lease, or a default under said Building 19 Lease may, at the option of Landlord,
be considered a default under both leases, in which event Landlord shall be
entitled (but in no event required) to apply all rights and remedies of Landlord
under the terms of one lease to both leases including, but not limited to, the
right to terminate one or both of said leases by reason of a default under said
Building 19 Lease or hereunder.

56.   ADDITIONAL RENT CONTINUED.

      The following items shall be excluded from "Additional Rent":

      A. Leasing commissions, attorney's fees, costs, disbursements, and other
expenses incurred in connection with negotiations with other tenants, or
disputes between Landlord and other third party not related to Tenant
(hereinafter referred to as "Third Party"), or in connection with marketing,
leasing, renovating, or improving space for other current or prospective tenants
or other current or prospective occupants of the Complex; notwithstanding
anything to the contrary herein, any costs and expenses Landlord is entitled to
be reimbursed for as stated under Paragraph 22 ("Bankruptcy and Default") ARE
NOT excluded Additional Rent items as reflected in this Paragraph 56.


                                      35.
<PAGE>
      B. The cost of any service sold to any other Third Party or other occupant
whose leased premises are not part of the Premises leased herein and for which
Landlord is entitled to be reimbursed as an additional charge or rental over and
above the basic rent and additional rent payable under the lease agreement with
said other tenant.

      C. Any costs, fines, or penalties incurred due to violations by Landlord
of any governmental rule or authority, provided Tenant is not responsible under
the Lease for such costs, fines and/or penalties, and/or provided Tenant's
actions or inactions did not cause, in whole or in part, such costs, fines
and/or penalties.

      D. Wages, salaries, or other compensation paid to executive employees
above the grade of Property Manager.

      E. Repairs or other work occasioned by fire, windstorm, or other insured
peril, to the extent that Landlord shall receive proceeds of such insurance or
would have received such proceeds had Landlord maintained the insurance coverage
required under this Lease providing said insurance coverage was available and
Tenant paid its share of the premium as required under the Lease and any
insurance deductible(s) which Tenant is responsible for paying and provided
Tenant is not responsible for the damage to the Premises.

      G. Except as otherwise noted in this Lease, any mortgage debt, or ground
rents or any other amounts payable under any ground lease for the Property.

      H. Subject to the terms of Paragraph 53G above, Landlord's costs related
to Lease Paragraphs 53F and 53G.

57.   SECURITY DEPOSIT IN THE FORM OF AN IRREVOCABLE STANDBY LETTER OF CREDIT.

      The cash Security Deposit provided for in Paragraph 4G of the Lease shall
be deposited by Tenant with Landlord upon execution of this Lease; however,
Tenant shall have the right, at Tenant's sole election, to replace one-half
($246,758.40) of the cash Security Deposit held by Landlord with an irrevocable
letter of credit, drawn upon an institutional lender reasonably acceptable and
accessible to Landlord in form and content reasonably satisfactory to Landlord
and for a term equal to the Term of this Lease plus a period of sixty (60) days,
and said irrevocable letter of credit shall not be subject to annual renewal.
Said financial institution must agree that the presentment for demand may be
made in San Jose, Santa Clara or Palo Alto, California. One half of the cash
Security Deposit ($246,758.40) held by Landlord shall be refunded to Tenant upon
Landlord's receipt of an acceptable irrevocable letter of credit. If Tenant
defaults with respect to any provisions of this Lease, including but not limited
to provisions relating to the payment of Rent, Landlord may (but shall not be
required to) draw down on the irrevocable letter of credit for payment of any
sum which Landlord may spend or become obligated to spend by reason of Tenant's
default, or to compensate Landlord for any loss or damage which Landlord may
suffer by reason of Tenant's default. Landlord and Tenant acknowledge that such
irrevocable letter of credit will be treated as if it were a cash Security
Deposit, and such irrevocable letter of credit may be drawn down upon by
Landlord upon demand and presentation of evidence of the identity of Landlord to
the issuing bank, in the event that Tenant defaults with respect to any
provision of this Lease and such default is not cured


                                      36.
<PAGE>
within any applicable cure period. Landlord acknowledges that it is not entitled
to draw down such irrevocable letter of credit unless Landlord would have been
entitled to draw upon a cash Security Deposit pursuant to the terms of Paragraph
4G of the Lease. Concurrently with the delivery of the required information to
the issuing bank, Landlord shall deliver to Tenant written evidence of the
default upon which the draw down was based, together with evidence that Landlord
has provided to Tenant the written notice of such default which was required
under the applicable provision of the Lease, and evidence of the failure of
Tenant to cure such default within the applicable grace period following receipt
of such notice of default. If any portion of the irrevocable letter of credit is
used or applied pursuant hereto, Tenant shall, within ten (10) days after
receipt of a written demand therefor from Landlord, restore and replace the
value of such security by either (i) depositing cash with Landlord in the amount
equal to the sum drawn down under the irrevocable letter of credit, or (ii)
increasing the irrevocable letter of credit to its value immediately prior to
such application. Tenant's failure to replace the value of the security as
provided in the preceding sentence shall be a material breach of its obligation
under this Lease.

58.   ASSIGNMENT OF WARRANTIES.

      During the Term of the Lease, Landlord hereby assigns to Tenant all of
Landlord's Contractor's warranties and shall cooperate with Tenant in enforcing
any of such warranties except that Landlord shall not be required to pay any
legal fees or incur any expenses in this regard.

59.   BROKERS.

      Landlord and Tenant each represent to the other that they have dealt with
no real estate brokers, agents, or finders in connection with this transaction,
except as follows: Cornish & Carey Oncor International ("C&C"), whose commission
shall be paid by Landlord in accordance with Landlord's standard commission
schedule which commission for this Lease is a total of $100,000.00. Each party
agrees to defend, protect, indemnify and hold the other party harmless from and
against all claims for brokerage commissions, finder's fees, and other
compensation made by any broker, agent, or finder as consequence of the
indemnifying party's actions or dealing with such broker, agent or finder. The
parties hereto acknowledge that Landlord will not pay an additional brokerage
fee to C&C or any broker in the event the term of this Lease is extended for any
reason whatsoever.


                                      37.
<PAGE>
                         [MAP OF WESTPORT OFFICE PARK]



                                        EXHIBIT A TO LEASE AGREEMENT DATED
                                        OCTOBER 26, 1999 BY AND BETWEEN WESTPORT
                                        JOINT VENTURE, AS LANDLORD, AND iPASS,
                                        INC., AS TENANT.
                                        WESTPORT 20

                                                     [STAMP OF INITIALS GRAPHIC]
<PAGE>
CALIFORNIA REGIONAL WATER QUALITY CONTROL BOARD
SAN FRANCISCO BAY REGION

ORDER NO. 94-181
UPDATED WASTE DISCHARGE REQUIREMENT FOR:

WESTPORT INVESTMENTS
(PEERY/ARRILLAGA)
PARKWOOD 101/Westport Landfill
REDWOOD CITY, SAN MATEO COUNTY

The California Regional Water Quality Control Board, San Francisco Bay Region,
(hereinafter called the Board), finds that:

1.    Westport Investments Inc. is the site's legal owner hereinafter referred
      to as the discharger. The site is located adjacent to Belmont Slough in
      Redwood City as shown in Figure 1, which is incorporated herein as a pan
      of this Order. No waste has been disposed of at the site since 1970, and
      the site is considered a closed site.

PURPOSE OF UPDATING ORDER:

2.    The primary objectives of this order are to revise the site's groundwater
      and leachate monitoring program, and to bring the site into compliance
      with the current regulations of Article 5, Title 23, Division 3, Chapter
      15 of the California Code of Regulations. Additionally, this Order
      requires the discharger to reconstruct those portions of the landfill
      which do not meet the requirements of Section 2581, Article 8, of Chapter
      15.

SITE DESCRIPTION:

3.    The site is located approximately one mile east of Highway 101, and it is
      bordered by Belmont Slough to the north and west, and by an existing
      residential development and Marine World Parkway to the east and south.
      The site is divided into three areas. Two of these areas, the mound (35
      acres) and panhandle (10 acres) areas, are associated with refuse fill and
      currently have a cap (with a varying thickness) overlying them. The third
      area (40 acres), between the refuse fill areas and the levees, is a
      low-lying area that does not contain refuse. The site's surface soils are
      currently composed largely of fill that has been used to establish a cap
      over the refuse fill area, or used to fill the low-lying elevations.


            EXHIBIT C TO LEASE AGREEMENT DATED OCTOBER 6, 1999 BY
            AND BETWEEN WESTPORT JOINT VENTURE, AS LANDLORD, AND
            iPASS, INC., AS TENANT

            WESTPORT 20

                                                                Initial: _______
<PAGE>
SITE HISTORY:

4.    The site was a tidal marshlands until approximately 1910, at which time
      the area was diked and used for pasture lands. The area was used as a
      refuse disposal site from 1948 to about 1970. Disposal in the panhandle
      area of the site reportedly ceased in about 1963, while disposal in the
      mound area continued until 1970 (Levin-Fricke, 1989a). The site has been
      closed in accordance with the Board's Order No. 76-77 dated October 18,
      1977. Closure involved placement of low permeability soils, Bay Mud clays
      and construction fill, over the top of the refuse.

5.    On July 20, 1976, Waste Discharge Requirements (WDRs) Order No. 76-77 was
      adopted for the site. On October 18, 1977 Order NO. 76-77 was revised by
      the adoption of Order NO. 77-134.

6.    On March 2, 1994 United Soil Engineering, Inc., (USC), conducted an
      investigation to determine the thickness of the landfill's cover. A total
      of 77 borings were advanced to a depth of 6 feet. USC's investigation
      revealed that an additional one to two feet of clay or low permeability
      soils are required to achieve a minimum thickness for most part of the
      landfill's cover. [Note: Section 2581 of Article 8 requires two feet of
      appropriate materials as a foundation layer for the final cover, one foot
      of soil with a permeability of less than or equal to 10 (6) cm/sec and one
      foot of protective cover soil.]

7.    In some portion of the landfill, the thickness of final cover does not
      meet the requirements of Article 8 of Chapter 15.

GEOLOGIC SETTING OF THE SITE:

8.    The sediments underlying the landfill consist primarily of shallow Bay
      deposits comprised of "Bay mud" clays and silty clays. Stiff to very stiff
      sandy clay/clayey sand was encountered below the Bay Mud extending to a
      depth of approximately 200 feet below ground surface. According to Cooper
      Engineers (Cooper, 1983), a moderately permeable sequence of clay, sand,
      and gravel underlies the stiff clays, beginning at a depth of 200 feet
      below ground surface. Franciscan bedrock was reported to be at a depth of
      approximately 300 feet below ground surface (bgs) along the western side
      of the site and 500 feet bgs along the eastern side of the site as
      reported by Cooper Engineers (1983). A general geologic cross section of
      the South Bay, including the site, is shown in Figure 2.

HYDROGEOLOGIC SETTING OF THE SITE:

9.    Investigations have shown that the groundwater movement is radially away
      from the mounded areas. However, the potential flow directions are likely
      influenced by the presence of the operating leachate collection and
      recovery system located along a line approximately 10 feet from the
      southern border of the mound area. Groundwater flow may also be influenced
      by the presence of landfill gas barriers installed off site on the
      Peninsula Landing site, south of the Panhandle, and on the Boardwalk site
      south of the Mound area.


                                       2
<PAGE>
10.   The direction of deeper groundwater flow cannot be established with a high
      level of certainty because of the relatively discontinuous nature of the
      water bearing zones in the low permeability clay layer beneath the recent
      Bay Mud. However, based on a study conducted by Mclaren (McLaren,
      1989),"... regional hydrogeologic condition suggest that deeper
      groundwater moves in an easterly direction toward San Francisco Bay."

11.   A comparison of the shallow and deep groundwater levels have indicated the
      existence of a slightly downward vertical gradient except for well P-1A
      and P-1B. In October of 1988, an upward gradient was observed for the two
      aforementioned monitoring wells. However, subsequent studies for these
      wells showed a downward vertical gradient.

12.   Confined aquifer zones of moderate permeability which are the major
      groundwater. sources for the region, are located at a depth of 190 to 200
      feet beneath the site. This aquifer zone is an extension of the major
      artesian basin of the South Bay and Santa Clara Valley and consists
      chiefly of unconsolidated Quaternary alluvium.

13.   The beneficial uses of Belmont slough, and South San Francisco Bay are as
      follows:

            a.    Wildlife habitat
            b.    Brackish and salt water marshes
            c.    Water contact recreation
            d.    Non-water contact water recreation
            e.    Commercial and sport fishing
            f.    Preservation of rare and endangered species
            g.    Esturaine habitat
            h.    Fish migration and spawning

14.   The present and potential beneficial uses of the deeper groundwater are as
      follows:

            a.    Domestic and municipal water supply
            b.    Industrial process supply
            c.    Industrial service supply
            d.    Agricultural supply

WASTES AND THEIR CLASSIFICATION:

15.   Approximately 45 acres of the project site were used for landfill disposal
      of municipal solid waste and incinerator ash from 1948 to 1970. About
      650,000 cubic yards of fill material has been disposed of at the site. The
      refuse material at the site consisted of paper, glass, plastic, and minor
      amounts of wood and rock fragments and incinerator ashes.


                                       3
<PAGE>
MONITORING PROGRAM:

16.   There are 10 existing on-site groundwater monitoring wells and 2 off-site
      wells to the south of the site, near Marine World Parkway. These wells
      were installed by various consultants in conjunction with the evaluation
      of groundwater conditions for the entire 85-acre site. Seven wells monitor
      landfill leachate.

17.   An investigation was conducted by LEVIN-FRICKE during the period from
      August through December 1988 to characterize soil and groundwater quality
      at the landfill in accordance with the Solid Waste Assessment Test (SWAT)
      requirements. This investigation concluded that the landfill was leaking
      low levels of contaminants.

18.   The discharger shall initiate a semi-annual monitoring program for the
      existing monitoring network which consists of 6 leachate wells (P-2A,
      P-1A, S-1A, S-2, S-5, LW-1), five deep groundwater wells (UGP-1, P-2B,
      P-1B, MW-1, MW-2), 21 shallow groundwater wells (UPG-2, P-8, P-7, K-1,
      P-3, K-3, K-4, P-5, P5-1, K-5, MW-3, MW3-1, MW3-2, S-3A, S-4A, P-4, K-2,
      P-6), and 4 surface water monitoring points (SW-1, SW-2, SW-3, SW-4) as
      shown in Figure 1 of the attached discharge monitoring program. The points
      of compliance for shallow and deep groundwater zones have been identified
      as those wells which monitor the shallow and the deep groundwater zones
      beneath the site.

19.   Federal Regulations [40 Code of Federal Regulations (CFR) Parts 122, 123,
      and 124] require specific categories of industrial activities, including
      landfills, to obtain a NPDES permit for storm water discharges. The State
      Water Resources Control Board has issued a General Permit for Storm Water
      Discharges Associated with Industrial Activities (NPDES permit No.
      CAS000001). This facility is subject to these requirements. Pursuant to
      the Stormwater Discharge Program, this facility is required to submit a
      Notice of Intent for coverage under the General Permit; to prepare and
      implement a monitoring program; and to submit an annual report. Compliance
      with the monitoring and reporting requirements of this Order are intended
      to assure compliance with the requirements of the General Permit.

EXISTING LEACHATE CONTROL SYSTEM:

20.   The leachate collection system of the site consists of two trenches. The
      trenches were excavated to depths of 8 to 13 feet bgs. The approximate
      locations of the leachate trenches are shown in Figure 3. The leachate
      collection and recovery system has been operational in Trench No. 1 since
      installation. Leachate Trench No. 1 is fitted with an automatic pumping
      system that periodically pumps leachate from manhole No. 1 to the sanitary
      sewer as needed to maintain a low level of leachate in the trench. The
      pumping system for Trench No. 2 is not currently operating because
      migration of leachate has been mitigated to some extent by the relatively
      impervious clays at the site.


                                       4
<PAGE>
CALIFORNIA ENVIRONMENTAL QUALITY ACT

21.   This site is exempt from the provision of the California Environmental
      Quality Act (CEQA) pursuant to Section 15308, Title 14 of the California
      Code of Regulation. However, any subsequent development of the closed
      landfill may not be exempt from CEQA.

22.   Sanitary landfills could potentially impact groundwater if not properly
      designed maintain and/or operated. Groundwater can also be affected by
      water that percolates through waste materials and extracts or dissolves
      substances from it and carries them into the groundwater.

23.   The preceding impacts are mitigated or avoided by design measures to
      control erosion and assure containment of waste and leachate through the
      use of leachate collection and removal systems.

24.   The Board has notified the discharger and interested agencies and persons
      of its intent to prescribe waste discharge requirements for the discharge,
      and has provided them with an opportunity to submit their written views
      and recommendations.

25.   The Board in a public meeting heard and considered all comments pertaining
      to the discharge.

IT IS HEREBY ORDERED that the dischargers, their agents, successors and assigns
are to complete closure activities (modifications of clay cap), conduct
postclosure maintenance and monitoring pursuant to authority in Title 23,
Chapter 15, Section 2581 and California Water Code Division 7 and the following:

A.    PROHIBITIONS

      1.    Wastes shall not be in contact with ponded water.

      2.    Leachate from wastes and ponded water containing leachate or in
            contact with refuse shall not be discharged to waters of the State
            or of the United States.

      3.    Wastes of any origin and type shall not be deposited or stored at
            this site after the adoption of this Order.

      4.    The discharger, or any future owner or operator of this site, shall
            not cause the following conditions to exist in waters of the State
            at any place outside the waste management facility.

            a.    Surface Waters

                  1.    Floating, suspended, or deposited macroscopic
                        particulate matter or foam.

                  2.    Bottom deposits or aquatic growth.


                                       5
<PAGE>
                  3.    Adversely alter temperature, turbidity, or apparent
                        color beyond natural background levels.

                  4.    Visible, floating, suspended or deposited oil or other
                        products of petroleum origin.

                  5.    Toxic or other deleterious substances to be present in
                        concentrations or quantities which may cause deleterious
                        effects on aquatic biota, wildlife or waterfowl, or
                        which render any of these unfit for human consumption
                        either at levels created in the receiving waters or as a
                        result of biological concentrations. [Note: the surface
                        water and shallow groundwater on and in the vicinity of
                        the site are not used for human consumption since they
                        are brackish and/or saline]

                  b.    Groundwater

                        The groundwater shall not be degraded as a result of the
                        waste maintained at the facility.

B.    SPECIFICATIONS

      1.    All reports pursuant to this Order shall be prepared under the
            supervision of a registered civil engineer, California registered
            geologist or certified engineering geologist.

      2.    The site shall be protected from any washout or erosion of wastes
            from inundation which could occur as a result of a 100-year 24-hour
            precipitation event, or as the result of flooding with a return
            frequency of 100 years.

      3.    The existing leachate control facility shall be maintained and
            remain operational as long as leachate is present and it poses a
            threat to water quality.

      4.    All conveyance control facilities and hydraulic structures shall be
            maintained to ensure normal flow of liquid and to prevent hydraulic
            pressure buildup within the pipeline.

      5.    The discharger shall assure that the foundation of the site, the
            refuse fill, and the structures which control leachate, surface
            drainage, erosion and gas for this site are constructed and
            maintained to withstand conditions generated during the maximum
            probable earthquake.

      6.    The facility's Leachate Collection and Removal System (LCRS) must be
            capable of creating an inward leachate gradient which shall prevent
            leachate migration offsite.

      7.    The existing LCRS shall be inspected monthly or more frequently as
            necessary, and any accumulated fluid shall be removed.


                                       6
<PAGE>
      8.    The exterior surfaces (cap) shall be graded to promote lateral
            runoff of precipitation and to ensure that ponding dose not occur.

      9.    A detailed survey of the landfill's cap must be made, to assure that
            construction is in compliance the requirement of Article 8 of
            Chapter 15.

      10.   The discharger shall maintain and monitor the waste unit to prevent
            a statistically significant increase to exist between water quality
            at the point of compliance as provided in Section 2550.5, Article 5
            of Chapter 15.

      11.   In the event of a release of a constituent of concern beyond the
            Point of Compliance, the site will begin a Compliance Period
            pursuant to Section 2550.6(a). During the Compliance Period, the
            discharger shall perform an Evaluation Monitoring Program and a
            Corrective Action Program.

      12.   The discharger shall install any reasonable additional groundwater
            and leachate monitoring devices required to fulfill the terms of any
            Discharge Monitoring Program issued by the Executive Officer.

      13.   Methane and other landfill gases shall be adequately vented, removed
            from the landfill units, or otherwise controlled to minimize the
            danger of explosion, adverse health effects, nuisance conditions, or
            the impairment of beneficial uses of water due to migration through
            the vadose (unsaturated) zone in accordance with applicable
            regulatory requirements.

      14.   This Board considers the property owner and site operator to have
            continuing responsibility for correcting any problems which arise in
            the future as a result of this waste discharge or related operations
            during the active life and post-closure maintenance period.

      15.   The discharger shall maintain all devices or designed features,
            installed in accordance with this Order such that they continue to
            operate as intended without interruption as provided for by the
            performance standards adopted by the California Integrated Waste
            Management Board.

      16.   The discharger shall provide and maintain a minimum of two permanent
            surveyed monuments near the landfill from which the location and
            elevation of wastes, containment structures, and monitoring
            facilities can be determined throughout the post-closure and
            maintenance periods. These monuments shall be installed by a
            licensed land surveyor or registered civil engineer.

      17.   The Regional Board shall be notified immediately of any failure
            occurring in the waste management unit. Any failure which threatens
            the integrity of containment features or the landfill shall be
            promptly corrected after approval of the method and schedule by the
            Executive Officer.


                                       7
<PAGE>
      18.   The discharger shall comply with all applicable provisions of
            Chapter 15 that are not specifically referred to in this Order.

      19.   The discharger must reconstruct the final cover to meet the
            requirements of CCR Title 23.

      20.   The discharger shall maintain the facility so as to prevent a
            statistically significant increase in water quality parameters at
            the point of compliance as provided in Section 2550.5. According to
            Section 2550.2 and 2550.3 of Chapter 15, the discharger is also
            required to establish a Water Quality Protection Standards (WQPS)
            and a list of Constituents of Concern (COCs). The discharger shall
            meet the following schedule in implementing the requirements of this
            Provision. The discharger shall monitor a minimum of four quarters
            (one year) for the parameters listed in Table 2. Based upon the
            results of the monitoring, the discharger shall propose a revised
            list of COC's and monitoring parameters in accordance with the
            requirements of this Order and Article 5 of Chapter 15. Within 15
            months following the adoption of this Order, the discharger shall
            submit a monitoring program to include a statistical analysis method
            to the Board for approval by the Executive Officer. A non
            statistical method (e.g., concentration trend analysis and
            comparison to practical quantitation limits) will be utilized to
            evaluate the significance of groundwater data until the proposed
            statistical methods are approved by the Board.

      C.    PROVISIONS

      1.    The discharger shall comply with all Prohibitions, Specifications,
            and Provisions of this Order, immediately upon adoption of this
            Order or as provided below.

      2.    The discharger shall submit a detailed POST EARTHQUAKE INSPECTION
            AND CORRECTIVE ACTION PLAN acceptable to the Executive Officer to be
            implemented in the event of any earthquake generating ground shaking
            of Richter Magnitude 7 or greater at or within 30 miles of the
            landfill. The report shall describe the containment features, and
            ground water monitoring and leachate control facilities potentially
            impacted by the static and seismic deformations of the landfill. The
            plan shall provide for reporting results of the post earthquake
            inspection to the Board within 72 hours of the occurrence of the
            earthquake. Immediately after an earthquake event causing damage to
            the landfill structures, the corrective action plan shall be
            implemented and this Board shall be notified of any damage.

                   REPORT DUE DATE:      WITHIN THREE MONTHS OF
                                         ADOPTION OF THIS ORDER

      3.    The discharger shall submit a CONTINGENCY PLAN to be instituted in
            the event of a leak or spill from the leachate facilities. The
            discharger shall give immediate notification to the San Francisco
            Bay Regional Water Quality Control Board, the Local Enforcement
            Agency (LEA), and the California Department of Toxic


                                       8
<PAGE>
            Substance Control. The discharger shall initiate its corrective
            action plan to stop and contain the migration of pollutants from the
            site.

                   REPORT DUE DATE:      WITHIN THREE MONTHS OF
                                         ADOPTION OF THIS ORDER

      4.    The discharger shall file with the Regional Board Discharge
            Monitoring Reports prepared under the supervision of a registered
            civil engineer or registered geologist performed according to any
            DISCHARGE MONITORING PROGRAM issued by the Executive Officer.

      5.    The reports pursuant to these Provisions shall be prepared under the
            supervision of a registered engineer or certified engineering
            geologist.

      6.    The discharger shall comply with all applicable items of the
            attached Discharge Monitoring Program, or any amendments thereafter.

      7.    In the event of any change in control or ownership of land or waste
            discharge facilities presently owned or controlled by the
            Discharger, the Discharger shall notify the succeeding owner or
            operator of the existence of this Order by letter, a copy of which
            shall be immediately forwarded to this office. To assume operation
            of this Order, the succeeding owner or operator must apply in
            writing to the Executive Office requesting transfer of the Order.
            (Refer to Standard Provisions referenced above). The request must
            contain the requesting entity's full legal name, the address and
            telephone number of the persons responsible for contract with the
            Board and a statement. The statement shall comply with the signatory
            paragraph described in Standard Provisions and state that the new
            owner or operator assumes full responsibility for compliance with
            this Order. Failure to submit the request shall be considered a
            discharge without requirements, a violation of the California Water
            Code.

      8.    The discharger shall immediately notify the Board of any flooding,
            equipment failure, slope failure, or other change in site conditions
            which could impair the integrity of waste or leachate containment
            facilities or precipitation and drainage control structures.

                      NOTIFICATION:     IMMEDIATELY
                      REPORT DUE DATE:  WITHIN 7 DAYS AFTER THE INCIDENT

      9.    The discharger shall prepare, implement and submit a Storm Water
            Pollution Prevention Plan in accordance with requirements specified
            in State Water Resources Control Board General Permit for Storm
            Water Discharges Associated with Industrial Activities (NPDES Permit
            No. CAS000001).

                    REPORT DUE DATE      April 1, 1995


                                       9
<PAGE>
      10.   The discharger must reconstruct those portions of the landfill's cap
            which do not meet the requirements of Article 8, Section 2581 of
            Chapter 15. The discharge is required to submit a complete and
            comprehensive construction plan with 60 days of the adaption of this
            Order.

      11.   This order requires the discharger to initiate the semi-annual self
            monitoring program as defined in the attached Parts A & B.

      12.   The discharger shall maintain a copy of this Order at the site so as
            to be available at all times to site operating personnel.

      13.   This Board considers the property owner and site operator to have
            continuing responsibility for correcting any problems which may
            arise in the future as result of this waste discharge or related
            operations.

      14.   The discharger shall permit the Board or its authorized
            representative, upon presentation of credentials:

            a.    Immediate entry upon the premises on which wastes are located
                  or in which any required records are kept.

            b.    Access to copy any records required to be kept under the terms
                  and conditions of this Order.

            c.    Inspection of any treatment equipment, monitoring equipment,
                  or monitoring method required by this Order or by any other
                  California State Agency.

            d.    Sampling of any discharge or ground water governed by this
                  Order.

      15.   These requirements do not authorize commission of any act causing
            injury to the property of another or of the public; do not convey
            any property rights; do not remove liability under federal, state or
            local laws; and do not authorize the discharge of wastes without
            appropriate permits from other agencies or organizations.

      16.   This Order is subject to Board review and updating, as necessary, to
            comply with changing State or Federal laws, regulations, policies,
            or guidelines; changes in the Board's Basin Plan; or changes in the
            discharge characteristics.

      17.   Copies of all correspondence, reports, and documents pertaining to
            compliance with the Prohibitions, Specifications and Provisions of
            this Order, shall also be provided to the Environmental Health
            Services Division of San Mateo County.

      18.   The discharger shall analyze groundwater, leachate and surface water
            samples for the parameters as presented in Table 2 of the Discharge
            Monitoring Program for the Parkwood 101/westport landfill.


                                       10
<PAGE>
      19.   TASK 1: DOCUMENTATION OF INSTALLATION OF ADDITIONAL GROUNDWATER
            MONITORING WELLS
            Completion Date: March 1, 1995
            The discharger is required to submit a technical report acceptable
            to the Executive Officer that documents that the monitoring wells
            (MW3-1, MW3-2, P5-1, LW-1) listed in Table No. 1 in Part B of the
            attached Self Monitoring Program have been installed.

      20.   This Order rescinds Orders No. 76-77 and 77-134.

I, Steven R. Ritchie Executive Officer, do hereby certify that the foregoing is
a full, complete, and correct copy of an Order adopted by the California
Regional Water Quality Control Board, San Francisco Bay Region, December 14,
1994.

                                         /s/  Steven R. Ritchie
                                         -------------------------------------
                                         Steven R. Ritchie
                                         Executive Officer

Attachments:

1.    Figures:
      1.    Site Location Map
      2.    General Geologic X-Section
      3.    Leachate Trenches Location Map
2.    Discharge Monitoring Program

References:

Cooper Engineers (1983). Geotechnical and Waste Management Engineering Studies
for Approval of Concept Plan, Lands of Parkwood 101 Associates, Redwood City,
California.

Levin-Fricke, Inc. (1989). Solid Waste Assessments Test Investigation Report,
Westport Landfill Site, Redwood City, California. November.

McLaren Engineers (1989). Draft Supplemental Environmental Impact Report,
Westport Development Project. October.

United Soil Engineering INC. (1994). Clay Cap Thickness Investigation, Westport
Office Park, Marine World Parkway, Redwood City, California.


                                       11
<PAGE>
                              [SITE LOCATION MAP]


                                       12
<PAGE>
                        [LEACHATE TRENCHES LOCATION MAP]


                                       13
<PAGE>
                 CALIFORNIA REGIONAL WATER QUALITY CONTROL BOARD
                            SAN FRANCISCO BAY REGION

                          DISCHARGE MONITORING PROGRAM

                                       FOR

                           WESTPPORT INVESTMENTS INC.
                          PARKWOOD 101 CLOSED LANDFILL
                         REDWOOD CITY, SAN MATEO COUNTY

                                ORDER NO. 94-181

                                   CONSISTS OF

                                     PART A

                                       AND

                                     PART B
<PAGE>
                                     PART A

A.    GENERAL

      Reporting responsibilities of waste dischargers are specified in Sections
      13225(a), 13267(b), 13383, and 13387(b) of the California Water Code and
      this Regional Board's Resolution No. 73-16. This Discharge Monitoring
      Program is issued in accordance with Provision C.4 of Regional Board Order
      No. 94-181.

      The principal purposes of a discharge monitoring program are:

      (1)   to document compliance with waste discharge requirements and
            prohibitions established by the Board,

      (2)   to facilitate self-policing by the waste discharger in the
            prevention and abatement of pollution arising from waste discharge,

      (3)   to develop or assist in the development of standards of performance,
            and toxicity standards,

      (4)   to assist the discharger in complying with the requirements of
            Article 5, Chapter 15 as revised July 1, 1991.

B.    SAMPLING AND ANALYTICAL METHODS

      Sample collection, storage, and analyses shall be performed according to
      the most recent version of EPA Standard Methods and in accordance with an
      approved sampling and analysis plan.

      Water and waste analysis shall be performed by a laboratory approved for
      these analyses by the State of California. The director of the laboratory
      whose name appears on the certification shall supervise all analytical
      work in his/her laboratory and he/she or their authorized representative
      shall sign all reports of such work submitted to the Regional Board.

      All monitoring instruments and equipment shall be properly calibrated and
      maintained to ensure accuracy of measurements.

C.    DEFINITION OF TERMS

      1.    A grab sample is a discrete sample collected at any time.

      2.    Receiving waters refers to any surface water which actually or
            potentially receives surface or groundwater which pass over,
            through, or under waste materials or contaminated soils. In this
            case, the groundwater beneath and adjacent to the landfill area and
            the surface from the site are considered receiving waters.

      3.    Standard observations refer to:

            a.    Receiving Waters
<PAGE>
                  1)    Floating and suspended materials of waste origin:
                        presence or absence, source, and size of affected area.

                  2)    Discoloration and turbidity: description of color,
                        source, and size of affected area.

                  3)    Evidence of odors, presence or absence,
                        characterization, source, and distance of travel from
                        source.

                  4)    Evidence of beneficial use: presence of water associated
                        wildlife.

                  5)    Flow rate.

                  6)    Weather condition: wind direction and estimated
                        velocity, total precipitation during the previous five
                        days and on the day of observation.

            b.    Perimeter of the waste management unit

                  1)    Evidence of liquid leaving or entering the waste
                        management unit, estimated size of affected area and
                        flow rate. (Show affected area on a map.)

                  2)    Evidence of odors, presence or absence,
                        characterization, source, and distance of travel from
                        source.

                  3)    Evidence of erosion and/or daylighted refuse.

            c.    The waste management unit

                  1)    Evidence of ponded water at any point on the waste
                        management facility.

                  2)    Evidence of odors, presence or absence, characterized,
                        source, and distance of travel from source.

                  3)    Evidence of erosion and/or daylighted refuse.

                  4)    Standard Analysis (SA) and measurements are listed on
                        Table 2 (attached).

D.    SAMPLING, ANALYSIS, AND OBSERVATIONS

      The discharger is required to perform sampling, analyses, and observations
      in the following media:

      1.    Groundwater per Section 2550.7(b)

      2.    Surface water per Section 2550.7(c) and per the general requirements
            specified in Section 2550.7(e) of Article 5, Chapter 15 and

      3.    Vadose zone per Section 2550.7(d). This item is neither feasible nor
            applicable for this landfill.

E.    RECORDS TO BE MAINTAINED

      Written reports shall be maintained by the discharger or laboratory, and
      shall be retained for a minimum of five years. This period of retention
      shall be extended during the course


                                       2
<PAGE>
      of any unresolved litigation regarding this discharge or when requested by
      the Board. Such records shall show the following for each sample:

      1.    Identity of sample and sample station number.

      2.    Date and time of sampling.

      3.    Date and time of analyses, and name of the personal performing the
            analyses.

      4.    Complete procedure used, including method of preserving the sample,
            and the identity and volumes of reagents used where applicable; or
            reference to standard EPA methods.

      5.    Calculation of results.

      6.    Results of analyses, and detection limits for each analysis.

F.    REPORTS TO BE FILED WITH THE BOARD

      1.    Written detection monitoring reports shall be filed by the 15th day
            of the month following the report period. In addition, an annual
            report shall be filed as indicated in F.3 below. The reports shall
            be comprised of the following:

            a.    Letter of Transmittal

                  A letter transmitting the essential points in each report
                  should accompany each report. Such a letter shall include a
                  discussion of any requirement violations found during the last
                  report period, and actions taken or planned for correcting the
                  violations. If the discharger has previously submitted a
                  detailed time schedule for correcting requirement violations,
                  a reference to the correspondence transmitting such schedule
                  will be satisfactory. If no violations have occurred in the
                  last report period, this shall be stated in the letter of
                  transmittal. Monitoring reports and the letter transmitting
                  the monitoring reports shall be signed by a principal
                  executive officer at the level of vice president or his duly
                  authorized representative, if such representative is
                  responsible for the overall operation of the facility from
                  which the discharge originates. The letter shall contain a
                  statement by the official, under penalty of perjury, that to
                  the best of the signer's knowledge, the report is true,
                  complete, and correct.

            b.    Each monitoring report shall include a compliance evaluation
                  summary. The summary shall contain:

                  1)    A graphic description of the velocity and direction of
                        groundwater flow under/around the waste management unit,
                        based upon the past and present water level elevations
                        and pertinent visual observations. A statistical
                        evaluation of the water quality monitoring data for all


                                       3
<PAGE>
                        groundwater compliance points (As required under Part B
                        (Table 1)).

                  2)    The method and time of water level measurement, the type
                        of pump used for purging, pump placement in the well;
                        method of purging, pumping rate, equipment and methods
                        used to monitor field PH, temperature, and conductivity
                        during purging, calibration of the field equipment,
                        results of the PH, temperature conductivity and
                        turbidity testing, well recovery time, and method of
                        disposing of the purge water.

                  3)    Type of pump used, pump placement for sampling, a
                        detailed description of the sampling procedure; number
                        and description of equipment, field and travel blanks;
                        number and description of duplicate samples; type of
                        sample containers and preservatives used, the date and
                        time of sampling, the name and qualification of the
                        person actually taking the samples, and any other
                        observations.

            c.    A map or aerial photograph shall accompany each report showing
                  observation and monitoring stations locations.

            d.    Laboratory statements of results of analyses specified in Part
                  B must be included in each report. The director of the
                  laboratory whose name appears on the laboratory certification
                  shall supervise all analytical work in his/her laboratory and
                  shall sign all reports of such work submitted to the Board.

                  1)    The methods of analyses and detection limits must be
                        appropriate for the expected concentrations. Specific
                        methods of analyses must be identified. If methods other
                        than EPA approved methods or Standard Methods are used,
                        the exact methodology must be submitted for review and
                        approval by the Executive Officer prior to use.

                  2)    In addition to the results of the analyses, laboratory
                        quality assurance/quality control (QA/QC) information
                        must be included in the monitoring report. The
                        laboratory QA/QC information should include the method,
                        equipment and analytical detection limits, the recovery
                        rates; and explanation for any recovery rate that is
                        outside of the normal range specified by the EPA for
                        that method; the result of equipment and method blanks;
                        the results of spiked and surrogate samples; the
                        frequency of quality control analysis; and the name of
                        the person(s) performing the analyses.

            e.    An evaluation of the effectiveness of the leachate monitoring
                  or control facilities, which includes an evaluation of
                  leachate buildup within the


                                       4
<PAGE>
                  disposal units, a summary of leachate volumes removed from the
                  units, and a discussion of the leachate disposal methods
                  utilized.

            f.    A summary and certification of completion of all standard
                  observations for the waste management unit, the perimeter of
                  the waste management unit, and the receiving waters.

            g.    The quantity and types of wastes disposed of during the past
                  quarter, and the locations of the disposal operations.

2.    CONTINGENCY REPORTING

      a.    A report shall be made by telephone of any see page from the
            disposal area immediately after it is discovered. A written report
            shall be filed with the Board within five days thereafter. This
            report shall contain the following information:

            1)    a map showing the location(s) of discharge;

            2)    approximate flow rate;

            3)    nature of effects; i.e., all pertinent observations and
                  analyses; and

            4)    corrective measures underway or proposed.

      b.    A report shall be made in writing to the Board within seven days of
            determining that a statistically significant increase occurred at a
            point of compliance (between a down gradient sample and a WQPS).
            Notification shall indicate what WQPS(s) has/have been exceeded. The
            discharger shall immediately re-sample at the compliance point where
            this difference has been found and reanalyze.

      c.    If re-sampling and analysis confirms the earlier finding of a
            statistically significant increase between monitoring results and
            WQPS(s), the discharger must submit to the Board an amended Report
            of Waste Discharge as specified in Section 2550.8(k)(5) for
            establishment of an Evaluation Monitoring Program (EMP) meeting the
            requirements of Section 2550.9 of Chapter 15.

      d.    Within 180 days of determining statistically significant evidence of
            a release, submit to the regional board an engineering feasibility
            study for a Corrective Action Program (CAP) necessary to meet the
            requirements of Section 2550.10. At a minimum, the feasibility study
            shall contain a detailed description of the corrective action
            measures that could be taken to achieve background concentrations
            for all constituents of concern.

3.    REPORTING

      By January 31 of each year, the discharger shall submit an annual report
      to the Board covering the previous calendar year. This report shall
      contain:


                                       5
<PAGE>
      a.    Tabular and graphical summaries of the monitoring data obtained
            during the previous year; the report should be accompanied by a
            5-1/4" or 3-1/2" computer data disk, MS-DOS ASCII format, tabulating
            the year's data.

      b.    A comprehensive discussion of the compliance record, and the
            corrective actions taken or planned which may be needed to bring the
            discharger into full compliance with the waste discharge
            requirements.

      c.    A map showing the area, if any, in which filling has been completed
            during the previous calendar year. [Not applicable for this site]

      d.    A written summary of the groundwater analyses indicating any change
            in the quality of the groundwater.

      e.    An evaluation of the effectiveness of the leachate
            monitoring/control facilities, which includes an evaluation of
            leachate buildup within the disposal units, a summary of leachate
            volumes removed from the units, and a discussion of the leachate
            disposal methods utilized.

4.    WELL LOGS

      A boring log and a monitoring well construction log shall be submitted for
      each new sampling well established for this monitoring program, as well as
      a report of inspection or certification that each well has been
      constructed in accordance with the construction standards of the
      Department of Water Resources. These shall be submitted within 30 days
      after well installation.


                                       6
<PAGE>
                                     PART B

1.    DESCRIPTION OF OBSERVATION STATIONS AND SCHEDULE OF OBSERVATIONS

      A.    ON-SITE OBSERVATIONS - Report Semi-annually

<TABLE>
<CAPTION>
      STATION                      DESCRIPTION                                   OBSERVATIONS                          FREQUENCY
<S>                                <C>                                           <C>                                   <C>
      V-1 thru V-'n'               Located an the waste disposal area            Standard observations for the         Quarterly
                                   as deli- neated by a 500 foot grid network.   waste management unit.

      P-1 thru P-'n' (perimeter)   Located at equidistant intervals not          Standard observations for the         Quarterly
                                   exceeding 1000 feet around the perimeter of   perimeter.
                                   the waste management unit.
</TABLE>


      A map showing visual and perimeter compliance points (V and P stations)
      shall be submitted by the discharger in the semi-annually monitoring
      report.

B.    GROUNDWATER, LEACHATE AND SURFACE WATER MONITORING

      REPORT SEMI-ANNUALLY

      Groundwater, surface water, leachate and seepage monitoring points shall
      be monitored as outlined below on Table 1 and Table 2 and shown on Figure
      1 (Attached).

      During the wet season (October through April), estimate or calculate the
      volume of storm water discharge from each outfall and collect and analyze
      samples of storm water discharge from two storm events during each wet
      season which produce significant storm water discharge as defined in State
      Water Resources Control Board Order No. 92-12-DWQ (General Permit for
      Storm Water Discharges). The samples must be analyzed for:

      -     pH, total suspended solids (TSS), specific conductance, and total
            organic carbon (TOC).

      -     Toxic chemicals and other pollutants that are likely to be present
            in storm water discharge in significant quantities.


                                       7
<PAGE>
                                     TABLE 1

Monitoring Points For Each Monitoring Medium:

<TABLE>
<CAPTION>
MONITORING MEDIA        POINTS OF COMPLIANCE                UPGRADIENT WELLS
----------------        --------------------                ----------------
<S>                     <C>                                 <C>
Surface Water           SW1, SW2, SW3                       SW1
----------------        --------------------                ----------------
Groundwater             Deep groundwater                    UPG-l
                        Monitoring Wells: P-2B,
                        P-1B, MW-1, MW-2.

                        Shallow Groundwater                 UGP-2
                        Monitoring Wells: P-8,
                        P-7, K-1, P-3, K-3, * K-4,
                        P-5, P5-1, K- 5, MW-3,
                        MW3-1, MW3-2, S-3A,
                        S-4A, P-4, K-2, P-6
----------------        --------------------                ----------------
Leachate                *P-2A, P-1A, LW-1, S-1A,            Not Applicable.
                        S-2, S-5
</TABLE>


*     Leachate wells are not considered compliance points

*     K-4 is not a compliance groundwater monitoring well

      C.    FACILITIES MONITORING

            The discharger shall inspect all facilities to ensure proper and
            safe operation once per quarter and report quarterly. The facilities
            to be monitored shall include, but not be limited to:

            a.    Leachate collection and removal systems;

            b.    Surface water monitoring points;

            c.    Shallow and deep groundwater monitoring wells;

            d.    Perimeter diversion channels;

            e.    Leachate wells;


                                       8
<PAGE>
I, Steven Ritchie, Executive Officer, hereby certify that the foregoing
Self-Monitoring Program:

1.    Has been developed in accordance with the procedures set forth in this
      Board's Resolution No. 73-16 in order to obtain data and document
      compliance with waste discharge requirements established in this Board's
      Order No. 94-181.

2.    Is effective on the date shown below.

3.    May be reviewed or modified at any time subsequent to the effective date,
      upon written notice from the Executive Officer.



                                         /s/  Steven R. Ritchie
                                         -------------------------------------
                                         Steven R. Ritchie
                                         Executive Officer

Date Ordered:  December 14, 1994
Attachments:
Figure 1 - Monitoring Points Locations Map
Table 2 - Discharge Monitoring Plan


                                       9
<PAGE>
                         [MONITORING POINTS LOCATION MAP]


                                       10
<PAGE>
Table 2 - Discharge Monitoring Plan, List of Analytical Parameters

<TABLE>
<CAPTION>
Parameters                           Method (USEPA)            Frequency        Reference
-----------------------------------  ------------------------  -------------    ---------
<S>                                  <C>                       <C>              <C>
Leachate Level Measurements          Field                     Semi-annual      1
-----------------------------------  ------------------------  -------------    ---------
Water Level Measurements             Field                     Semi-annual      1
-----------------------------------  ------------------------  -------------    ---------
Temperature Measurement              Field                     Semi-annual      1
-----------------------------------  ------------------------  -------------    ---------
Electrical Conductivity              Field                     Semi-annual      3
-----------------------------------  ------------------------  -------------    ---------
pH                                   Field                     Semi-annual      3
-----------------------------------  ------------------------  -------------    ---------
Total Organic Carbon                 415.1                     Semi-annual      2
-----------------------------------  ------------------------  -------------    ---------
Total Nitrogen (the sum of Nitrate
Nitrogen and Kjeldahl Nitrogen)      351.2                     Semi-annual      2
-----------------------------------  ------------------------  -------------    ---------
Turbidity                            Field                     Semi-annual      1, 4
-----------------------------------  ------------------------  -------------    ---------
Alkalinity, bicarbonate              310.1                     Semi-annual      2
-----------------------------------  ------------------------  -------------    ---------
Alkalinity, hydroxidei               310.1                     Semi-annual      2
-----------------------------------  ------------------------  -------------    ---------
Biological Oxygen Demand             410.4                     Semi-annual      4
-----------------------------------  ------------------------  -------------    ---------
Ammonia as N (nonionized)            350.1                     Semi-annual      4
-----------------------------------  ------------------------  -------------    ---------
Chemical Oxygen Demand               410.2                     Semi-annual      2, 4
-----------------------------------  ------------------------  -------------    ---------
Total Dissolved Solids               160.1                     Semi-annual      2, 4
-----------------------------------  ------------------------  -------------    ---------
Total Suspended Solids               160.2                     Semi-annual      2, 4
-----------------------------------  ------------------------  -------------    ---------
Volatile Organic Compounds
(Appendix I)                         8260/w capillary column   Once in 5 yrs    3
-----------------------------------  ------------------------  -------------    ---------
Volatile Organic Compounds
(Appendix I&II)                      8260/w capillary column   Once in 5 yrs    3
-----------------------------------  ------------------------  -------------    ---------
Organophosphorus Pesticides & PCB's  8140/w capillary column   Once in 5 yrs    3
-----------------------------------  ------------------------  -------------    ---------
Chlorinated Herbicides               8150/w capillary column   Once in 5 yrs    3
-----------------------------------  ------------------------  -------------    ---------
Arsenic                              7061                      Semi-annual      3
-----------------------------------  ------------------------  -------------    ---------
Cadmium                              7131                      Semi-annual
-----------------------------------  ------------------------  -------------    ---------
Chromium                             6010                      Semi-annual      3
-----------------------------------  ------------------------  -------------    ---------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Parameters                           Method (USEPA)            Frequency        Reference
-----------------------------------  ------------------------  -------------    ---------
<S>                                  <C>                       <C>              <C>
Copper                               6010                      Semi-annual      3
-----------------------------------  ------------------------  -------------    ---------
Lead                                 7421                      Semi-annual      3
-----------------------------------  ------------------------  -------------    ---------
Mercury                              7470                      Semi-annual      3
-----------------------------------  ------------------------  -------------    ---------
Nickel                               6010                      Semi-annual      3
-----------------------------------  ------------------------  -------------    ---------
Selenium                             7740                      Semi-annual      3
-----------------------------------  ------------------------  -------------    ---------
Silver                               6010                      Semi-annual      3
-----------------------------------  ------------------------  -------------    ---------
Zinc                                 6010                      Semi-annual      3
-----------------------------------  ------------------------  -------------    ---------
</TABLE>

1.    Not Applicable

2.    Methods for Chemical Analysis of Water and Wastes, EPA600/4/79/029,
      revised March 1983

3.    EPA SW-846

4.    Only for surface water monitoring


                                       2.
<PAGE>
           EXHIBIT D TO LEASE AGREEMENT DATED OCTOBER 26,1999 BETWEEN
        WESTPORT JOINT VENTURE, AS LANDLORD, AND iPASS, INC., AS TENANT.

                           HAZARDOUS MATERIALS REPORTS
                               PROVIDED TO TENANT

1.    Applicability of Chemrisk Assessment for the Westport Site, Dated October
      1989, to Currently Proposed Site Development Plan - Report dated June 28,
      1994, prepared by ChemRisk

2)    Draft Supplemental Environmental Impact Report for Westport Development
      Project dated October 1989, prepared by McLaren

3)    Revised Discharge Monitoring Plan for Westport Landfill Site Dated May
      1996 prepared by Geomatrix Consultants


                                       3.