<PAGE>

                                                                   EXHIBIT 10.14

                            BASIC LEASE INFORMATION
                                INDUSTRIAL NET

LEASE DATE:                                    January 21, 2000
/(same as date in first paragraph of Lease)/

TENANT:                                        TIBCO Software, Inc., a Delaware
                                               corporation

TENANT'S NOTICE ADDRESS:                       3165 Porter Drive, Palo Alto, CA
                                               94304

TENANT'S BILLING ADDRESS:                      3165 Porter Drive, Palo Alto, CA
                                               94304

TENANT CONTACT:  Gwen Waddell                  PHONE NUMBER:  (650) 846-1000
                                               FAX NUMBER:    (650) 846-1007

LANDLORD:                                      Spieker Properties, L.P., a
                                               California limited partnership

LANDLORD'S NOTICE ADDRESS:                     2180 Sand Hill Road, Suite 100
                                               Menlo Park, CA 94025

LANDLORD'S REMITTANCE ADDRESS:                 Spieker Properties
                                               P.O. Box 45587
                                               Dept. # 10563
                                               San Francisco, CA 94145-0587

Project Description:                           That four (4) building research
                                               and development park commonly
                                               known as Foothill Research Center
                                               in Palo Alto, California. The
                                               Project is outlined in green on
                                               Exhibit B.

Premises:                                      Approximately Twenty-Four
                                               Thousand Five Hundred Forty-One
                                               (24,541) rentable square feet
                                               (the "Building A Premises") in
                                               the building located at 4009
                                               Miranda Avenue, Palo Alto,
                                               California ("Building A"); and
                                               approximately Forty-One Thousand
                                               Five Hundred Four (41,504)
                                               rentable square feet (the
                                               "Building B Premises") in the
                                               building located at 4005 Miranda
                                               Avenue, Palo Alto, California
                                               ("Building B"); and approximately
                                               Thirty Thousand Six Hundred
                                               Thirty (30,630) rentable square
                                               feet (the "Building C Premises")
                                               in the building located at 4015
                                               Miranda Avenue, Palo Alto,
                                               California ("Building C").

Permitted Use:                                 General office use in compliance
                                               with all applicable laws,
                                               including laws and ordinances of
                                               the City of Palo Alto and in
                                               compliance with any CC & R's or
                                               regulations imposed by Stanford
                                               University.

Parking Density:                               3.3 spaces per 1,000 rentable
                                               square feet of the Premises

Scheduled Term Commencement Date:              See Paragraph 39.A hereof.

Scheduled Length of Term:                      One Hundred Twenty months from
                                               the last occurring Term
                                               Commencement Date.

Term Expiration Date:                          December 31, 2010

Rent:

                                       1
<PAGE>

  Base Rent:                                      See Paragraph 39.C hereof

  Estimated Year 2000 Operating Expenses:         See Paragraph 39.C hereof

Security Deposit:                                 $4,500,000.00, subject to
                                                  Paragraphs 19 and 39.E hereof.

Tenant's NAICS Code:                              5112

Tenant's Proportionate Share:

  Of Building:                                    Building A - 45.59%
                                                  Building B - 77.10%
                                                  Building C - 100%

  Of Project:                                     50.32%

                                       2
<PAGE>

The foregoing Basic Lease Information is incorporated into and made a part of
this Lease.  Each reference in this Lease to any of the Basic Lease Information
shall mean the respective information above and shall be construed to
incorporate all of the terms provided under the particular Lease paragraph
pertaining to such information.  In the event of any conflict between the Basic
Lease Information and the Lease, the latter shall control.


LANDLORD                                TENANT

Spieker Properties, L.P.,               TIBCO Software, Inc.,
A California limited partnership        a Delaware corporation

By:  Spieker Properties, Inc.,
     a Maryland corporation,            By: _____________________________
     its general partner
                                            Its:

     By: __________________________     By: _____________________________
         Eric T. Luhrs
         Its:  Vice President,              Its:
               Silicon Valley

                                       3
<PAGE>

                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                            Page
<S>                                                                         <C>
     Basic Lease Information...............................................   1
     Table of Contents.....................................................   2
1.   Premises..............................................................   6
2.   Possession and Lease Commencement.....................................   6
3.   Term..................................................................   7
4.   Use...................................................................   7
5.   Rules and Regulations.................................................   7
6.   Rent..................................................................   7
7.   Operating Expenses....................................................   8
8.   Insurance and Indemnification.........................................  10
9.   Waiver of Subrogation.................................................  12
10.  Landlord's Repairs and Maintenance....................................  12
11.  Tenant's Repairs and Maintenance......................................  12
12.  Alterations...........................................................  13
13.  Signs.................................................................  14
14.  Inspection/Posting Notices............................................  14
15.  Services and Utilities................................................  14
16.  Subordination.........................................................  15
17.  Financial Statements..................................................  16
18.  Estoppel Certificate..................................................  16
19.  Security Deposit......................................................  16
20.  Limitation of Tenant's Remedies.......................................  16
21.  Assignment and Subletting.............................................  16
22.  Authority of Tenant...................................................  18
23.  Condemnation..........................................................  18
24.  Casualty Damage.......................................................  19
25.  Holding Over..........................................................  19
26.  Default...............................................................  20
27.  Liens.................................................................  21
28.  Substitution..........................................................  21
29.  Transfers by Landlord.................................................  22
30.  Right of Landlord to Perform Tenant's Covenants.......................  22
31.  Waiver................................................................  22
32.  Notices...............................................................  22
33.  Attorney's Fees.......................................................  22
34.  Successors and Assigns................................................  23
35.  Force Majeure.........................................................  23
36.  Surrender of Premises.................................................  23
37.  Hazardous Materials...................................................  23
38.  Miscellaneous.........................................................  24
39.  Additional Provisions.................................................  25
40.  Jury Trial Waiver.....................................................  32
     Signatures............................................................  32
</TABLE>

                                       4
<PAGE>

Exhibits:
  Exhibit A................................................Rules and Regulations
  Exhibit B......................................Site Plan, Property Description
  Exhibit C..........................................Lease Improvement Agreement
  Exhibit D....................................Hazardous Materials Questionnaire

  Additional Exhibits as Required

                                       5
<PAGE>

                                     LEASE

THIS LEASE is made as of the 21/st/ day of January, by and between Spieker
Properties, L.P., a California limited partnership (hereinafter called
"Landlord"), and TIBCO Software, Inc., a Delaware corporation (hereinafter
called "Tenant").

                                 1.   PREMISES

  Landlord leases to Tenant and Tenant leases from Landlord, upon the terms and
conditions hereinafter set forth, those premises (the "Premises") outlined in
red on Exhibit B. The Building A Premises, the Building B Premises, and the
Building C Premises, each as described in the Basic Lease Information hereof,
shall sometimes be referred to herein, collectively, as the "Premises." The
Premises shall be all or part of Building A, Building B and Building C
(collectively, the "Building") and of a project (the "Project"), which may
consist of more than one building and additional facilities, as described in the
Basic Lease Information. The Premises shall be all or part of a building
(collectively, the "Building") and of a project (the "Project"), which may
consist of more than one building and additional facilities, as described in the
Basic Lease Information. Building A, Building B and Building C are defined in
the Basic Lease Information and depicted on Exhibit B attached hereto. The
Building and Project are outlined in blue and green respectively on Exhibit B.
Landlord and Tenant acknowledge that physical changes may occur from time to
time in the Premises, Building or Project, and that the number of buildings and
additional facilities which constitute the Project may change from time to time,
which may result in an adjustment in Tenant's Proportionate Share, as defined in
the Basic Lease Information, as provided in Paragraph 7.A.

                    2.   POSSESSION AND LEASE COMMENCEMENT

A.   Existing Improvements. To the extent this Lease pertains to the Building A
Premises and the Building C Premises in which the interior improvements have
already been constructed ("Existing Improvements"), the provisions of this
Paragraph 2.A. shall apply and the term commencement dates (each, a "Term
Commencement Date") with respect to each such portion of the Premises shall be
the dates described in Paragraph 39.A hereof. If for any reason Landlord cannot
deliver possession of the Premises to Tenant on the scheduled Term Commencement
Date, Landlord shall not be subject to any liability therefor, nor shall
Landlord be in default hereunder nor shall such failure affect the validity of
this Lease, and Tenant agrees to accept possession of the Premises at such time
as Landlord is able to deliver the same, which date shall then be deemed the
Term Commencement Date. Tenant shall not be liable for any Rent (defined below)
for any period prior to the Term Commencement Date. Tenant acknowledges that
Tenant has inspected and accepts the Premises in their present condition, broom
clean, "as is," and as suitable for, the Permitted Use (as defined below), and
for Tenant's intended operations in the Premises. Tenant agrees that the
Premises and other improvements are in good and satisfactory condition as of
when possession was taken. Tenant further acknowledges that no representations
as to the condition or repair of the Premises nor promises to alter, remodel or
improve the Premises have been made by Landlord or any agents of Landlord unless
such are expressly set forth in this Lease. Upon Landlord's request, Tenant
shall promptly execute and return to Landlord a "Start-Up Letter" in which
Tenant shall agree, among other things, to acceptance of the Premises and to the
determination of the Term Commencement Date, in accordance with the terms of
this Lease, but Tenant's failure or refusal to do so shall not negate Tenant's
acceptance of the Premises or affect determination of the Term Commencement
Date. Landlord shall deliver and Tenant shall accept possession of the Building
A Premises and the Building C Premises as-is, without any tenant improvements
whatsoever. Tenant acknowledges and agrees that Landlord's obligation to deliver
possession of the Building A Premises and the Building C Premises to Tenant as
described herein is subject to the existing tenant in possession executing the
appropriate and necessary documentation and surrendering possession of the
Building A Premises and the Building C Premises to Landlord in a manner which
shall enable Landlord to deliver possession of the Building A Premises on or
about March 31, 2000 and the Building C Premises to Tenant on or about July 1,
2000.

B.   Construction of Improvements. To the extent this Lease pertains to the
Building B Premises, the provisions of this Paragraph 2.B. shall apply in lieu
of the provisions of Paragraph 2.A. above and the term commencement date ( "Term
Commencement Date") with respect to the Building B Premises shall be the date
described in Paragraph 39.A hereof. If for any reason Landlord cannot deliver
possession of the Premises to Tenant on the scheduled Term Commencement Date,
Landlord shall not be subject to any liability therefor, nor shall Landlord be
in default hereunder nor shall such failure affect the validity of this Lease,
and Tenant agrees to accept possession of the Premises on the date the Premises
are delivered by Landlord, which date shall then be deemed the Term Commencement
Date. Tenant shall not be liable for any Rent for any period prior to the Term
Commencement Date (but without affecting any obligations of Tenant under any
improvement agreement appended to this Lease). Upon Landlord's request, Tenant
shall promptly execute and return to Landlord a "Start-Up Letter" in which
Tenant shall agree, among other things, to acceptance of the Premises and to the
determination of the Term Commencement Date, in accordance with the terms of
this Lease, but Tenant's failure or refusal to do so shall not negate Tenant's
acceptance of the Premises or affect determination of the Term Commencement
Date. Exhibit C to this Lease shall govern the Tenant Improvements to be
constructed within the Building B Premises by Tenant.

                                       6
<PAGE>

                                   3.   TERM

  The term of this Lease (the "Term") shall commence on the applicable Term
Commencement Date for each portion of the Premises as set forth in Paragraph
39.A hereof, and continue in full force, until and including the Term Expiration
Date set forth in the Basic Lease Information, or until this Lease is terminated
as otherwise provided herein.

                                   4.   USE

A.   General. Tenant shall use the Premises for the permitted use specified in
the Basic Lease Information and in accordance with Paragraph 39.B ("Permitted
Use") and for no other use or purpose. Tenant shall control Tenant's employees,
agents, customers, visitors, invitees, licensees, contractors, assignees and
subtenants (collectively, "Tenant's Parties") in such a manner that Tenant and
Tenant's Parties cumulatively do not exceed the parking density specified in the
Basic Lease Information (the "Parking Density") at any time. So long as Tenant
is occupying the Premises, Tenant and Tenant's Parties shall have the
nonexclusive right to use, in common with other parties occupying the Building
or Project, the parking areas, driveways and other common areas of the Building
and Project, subject to the terms of this Lease and such rules and regulations
as Landlord may from time to time prescribe. Landlord reserves the right,
without notice or liability to Tenant, and without the same constituting an
actual or constructive eviction, to alter or modify the common areas from time
to time, including the location and configuration thereof, and the amenities and
facilities which Landlord may determine to provide from time to time.

B.   Limitations. Tenant shall not permit any odors, smoke, dust, gas,
substances, noise or vibrations to emanate from the Premises or from any portion
of the common areas as a result of Tenant's or any Tenant's Party's use thereof,
nor take any action which would constitute a nuisance or would disturb, obstruct
or endanger any other tenants or occupants of the Building or Project or
elsewhere, or interfere with their use of their respective premises or common
areas. Storage outside the Premises of materials, vehicles or any other items is
prohibited. Tenant shall not use or allow the Premises to be used for any
immoral, improper or unlawful purpose, nor shall Tenant cause or maintain or
permit any nuisance in, on or about the Premises. Tenant shall not commit or
suffer the commission of any waste in, on or about the Premises. Tenant shall
not allow any sale by auction upon the Premises, or place any loads upon the
floors, walls or ceilings which could endanger the structure, or place any
harmful substances in the drainage system of the Building or Project. No waste,
materials or refuse shall be dumped upon or permitted to remain outside the
Premises except in trash containers placed inside exterior enclosures designated
for that purpose by Landlord. Landlord shall not be responsible to Tenant for
the non-compliance by any other tenant or occupant of the Building or Project
with any of the above-referenced rules or any other terms or provisions of such
tenant's or occupant's lease or other contract.

C.   Compliance with Regulations. By entering the Premises, Tenant accepts the
Premises in the condition existing as of the date of such entry. Tenant shall at
its sole cost and expense strictly comply with all existing or future applicable
municipal, state and federal and other governmental statutes, rules,
requirements, regulations, laws and ordinances, including zoning ordinances and
regulations, and covenants, easements and restrictions of record governing and
relating to the use, occupancy or possession of the Premises, to Tenant's use of
the common areas, or to the use, storage, generation or disposal of Hazardous
Materials (hereinafter defined) (collectively "Regulations"). Tenant shall at
its sole cost and expense obtain any and all licenses or permits necessary for
Tenant's use of the Premises. Tenant shall at its sole cost and expense promptly
comply with the requirements of any board of fire underwriters or other similar
body now or hereafter constituted. Tenant shall not do or permit anything to be
done in, on, under or about the Project or bring or keep anything which will in
any way increase the rate of any insurance upon the Premises, Building or
Project or upon any contents therein or cause a cancellation of said insurance
or otherwise affect said insurance in any manner. Tenant shall indemnify, defend
(by counsel reasonably acceptable to Landlord), protect and hold Landlord
harmless from and against any loss, cost, expense, damage, attorneys' fees or
liability arising out of the failure of Tenant to comply with any Regulation.
Tenant's obligations pursuant to the foregoing indemnity shall survive the
expiration or earlier termination of this Lease. Landlord shall be responsible
for complying with Regulations pertaining to the common areas of the Project
prior to the applicable Term Commencement Date for each portion of the Premises
except to the extent arising out of Tenant's occupancy or use of the Premises or
common areas or construction of any Tenant Improvements or Alterations made by
or on behalf of Tenant, whether by Landlord or otherwise and whether performed
before or after the applicable Term Commencement Date, or installation of any
equipment, fixtures, furniture or other personal property in or about the
Premises; provided, however; that Landlord may treat costs of such compliance as
an Operating Expense.

                          5.   RULES AND REGULATIONS

  Tenant shall faithfully observe and comply with the building rules and
regulations attached hereto as Exhibit A and any other rules and regulations and
any modifications or additions thereto which Landlord may from time to time
prescribe in writing for the purpose of maintaining the proper care,
cleanliness, safety, traffic flow and general order of the Premises or the
Building or Project. Tenant shall cause Tenant's Parties to comply with such
rules and regulations. Landlord shall not be responsible to Tenant for the non-
compliance by any other tenant or occupant of the Building or Project with any
of such rules and regulations, any other tenant's or occupant's lease or any
Regulations.

                                   6.   RENT

A.   Base Rent.  Tenant shall pay to Landlord and Landlord shall receive,
without notice or demand throughout the Term, Base Rent as specified in the
Basic Lease Information, payable in monthly installments in advance on or before
the first day of each calendar month,

                                       7
<PAGE>

in lawful money of the United States, without deduction or offset whatsoever, at
the Remittance Address specified in the Basic Lease Information or to such other
place as Landlord may from time to time designate in writing. Base Rent for the
first full month of the Term for each portion of the Premises shall be paid by
Tenant upon Tenant's execution of this Lease. If the obligation for payment of
Base Rent for any portion of the Premises commences on a day other than the
first day of a month, then Base Rent shall be prorated and the prorated
installment shall be paid on the first day of the calendar month next succeeding
the Term Commencement Date. The Base Rent payable by Tenant hereunder is subject
to adjustment as provided elsewhere in this Lease, as applicable. As used
herein, the term "Base Rent" shall mean the Base Rent specified in the Basic
Lease Information as it may be so adjusted from time to time.

B.   Additional Rent. All monies other than Base Rent required to be paid by
Tenant hereunder, including, but not limited to, Tenant's Proportionate Share of
Operating Expenses, as specified in Paragraph 7 of this Lease, charges to be
paid by Tenant under Paragraph 15, the interest and late charge described in
Paragraphs 26.D. and E., and any monies spent by Landlord pursuant to Paragraph
30, shall be considered additional rent ("Additional Rent"). "Rent" shall mean
Base Rent and Additional Rent.

                            7.   OPERATING EXPENSES

A.   Operating Expenses. In addition to the Base Rent required to be paid
hereunder, Tenant shall pay as Additional Rent, Tenant's Proportionate Share of
the Building and/or Project (as applicable), as defined in the Basic Lease
Information, of Operating Expenses (defined below) in the manner set forth
below. Tenant shall pay the applicable Tenant's Proportionate Share of each such
Operating Expenses. Landlord and Tenant acknowledge that if the number of
buildings which constitute the Project increases or decreases, or if physical
changes are made to the Premises, Building or Project or the configuration of
any thereof, Landlord may at its discretion reasonably adjust Tenant's
Proportionate Share of the Building or Project to reflect the change. Landlord's
determination of Tenant's Proportionate Share of the Building and of the Project
shall be conclusive so long as it is reasonably and consistently applied.
"Operating Expenses" shall mean all expenses and costs of every kind and nature
which Landlord shall pay or become obligated to pay, because of or in connection
with the ownership, management, maintenance, repair, preservation, replacement
and operation of the Building or Project and its supporting facilities and such
additional facilities now and in subsequent years as may be determined by
Landlord to be necessary or desirable to the Building and/or Project (as
determined in a reasonable manner) other than those expenses and costs which are
specifically attributable to Tenant or which are expressly made the financial
responsibility of Landlord or specific tenants of the Building or Project
pursuant to this Lease. Operating Expenses shall include, but are not limited
to, the following:

     (1)  Taxes. All real property taxes and assessments, possessory interest
     taxes, sales taxes, personal property taxes, business or license taxes or
     fees, gross receipts taxes, service payments in lieu of such taxes or fees,
     annual or periodic license or use fees, excises, transit charges, and other
     impositions, general and special, ordinary and extraordinary, unforeseen as
     well as foreseen, of any kind (including fees "in-lieu" of any such tax or
     assessment) which are now or hereafter assessed, levied, charged,
     confirmed, or imposed by any public authority upon the Building or Project,
     its operations or the Rent (or any portion or component thereof), or any
     tax, assessment or fee imposed in substitution, partially or totally, of
     any of the above. Operating Expenses shall also include any taxes,
     assessments, reassessments, or other fees or impositions with respect to
     the development, leasing, management, maintenance, alteration, repair, use
     or occupancy by Tenant of the Premises, Building or Project or any portion
     thereof, including, without limitation, by or for Tenant, and all increases
     therein or reassessments thereof whether the increases or reassessments
     result from increased rate and/or valuation (whether upon a transfer of the
     Building or Project or any portion thereof or any interest therein or for
     any other reason). Operating Expenses shall not include (i) inheritance or
     estate taxes imposed upon or assessed against the interest of any person in
     the Project, (ii) transfer taxes (which transfer taxes are imposed in
     connection with the recordation of a deed conveying the Building or the
     Project as opposed to real property tax assessments), or (iii) taxes
     computed upon the basis of the net income of any owners of any interest in
     the Project. If it shall not be lawful for Tenant to reimburse Landlord for
     all or any part of such taxes, the monthly rental payable to Landlord under
     this Lease shall be revised to net Landlord the same net rental after
     imposition of any such taxes by Landlord as would have been payable to
     Landlord prior to the payment of any such taxes.

     (2)  Insurance. All insurance premiums and costs, including, but not
     limited to, any deductible amounts, premiums and other costs of insurance
     incurred by Landlord, including for the insurance coverage set forth in
     Paragraph 8.A. herein.

                                       8
<PAGE>

     (3)  Common Area Maintenance.

          (a)  Repairs, replacements, and general maintenance of and for the
          Building and Project and public and common areas and facilities of and
          comprising the Building and Project, including, but not limited to,
          the roof and roof membrane, elevators, mechanical rooms, alarm
          systems, pest extermination, landscaped areas, parking and service
          areas, driveways, sidewalks, truck staging areas, rail spur areas,
          fire sprinkler systems, sanitary and storm sewer lines, utility
          services, heating/ventilation/air conditioning systems, electrical,
          mechanical or other systems, telephone equipment and wiring servicing,
          plumbing, lighting, and any other items or areas which affect the
          operation or appearance of the Building or Project, which
          determination shall be at Landlord's discretion, except for: those
          items to the extent paid for by the proceeds of insurance; and those
          items attributable solely or jointly to specific tenants of the
          Building or Project.

          (b)  Repairs, replacements, and general maintenance shall include the
          cost of any improvements made to or assets acquired for the Project or
          Building that in Landlord's discretion may reduce any other Operating
          Expenses, including present or future repair work, are reasonably
          necessary for the health and safety of the occupants of the Building
          or Project, or for the operation of the Building systems, services and
          equipment, or are required to comply with any Regulation, such costs
          or allocable portions thereof, including for all major replacements
          whether under subparagraph (3)(a) or (b), to be amortized over such
          reasonable period as Landlord shall determine, together with interest
          on the unamortized balance at the publicly announced "prime rate"
          charged by Wells Fargo Bank, N.A. (San Francisco) or its successor at
          the time such improvements or capital assets are constructed or
          acquired, plus two (2) percentage points, or in the absence of such
          prime rate, then at the U.S. Treasury six-month market note (or bond,
          if so designated) rate as published by any national financial
          publication selected by Landlord, plus four (4) percentage points, but
          in no event more than the maximum rate permitted by law, plus
          reasonable financing charges.

          (c)  Payment under or for any easement, license, permit, operating
          agreement, declaration, restrictive covenant or instrument relating to
          the Building or Project.

          (d)  All expenses and rental related to services and costs of
          supplies, materials and equipment used in operating, managing and
          maintaining the Premises, Building and Project, the equipment therein
          and the adjacent sidewalks, driveways, parking and service areas,
          including, without limitation, expenses related to service agreements
          regarding security, fire and other alarm systems, janitorial services
          to the extent not addressed in Paragraph 11 hereof, window cleaning,
          elevator maintenance, Building exterior maintenance, landscaping and
          expenses related to the administration, management and operation of
          the Project, including without limitation salaries, wages and benefits
          and management office rent.

          (e)  The cost of supplying any services and utilities which benefit
          all or a portion of the Premises, Building or Project to the extent
          not addressed in Paragraph 15 hereof.

          (f)  Legal expenses and the cost of audits by certified public
          accountants; provided, however, that legal expenses chargeable as
          Operating Expenses shall not include the cost of negotiating leases,
          collecting rents, evicting tenants nor shall it include costs incurred
          in legal proceedings with or against any tenant or to enforce the
          provisions of any lease.

          (g)  A management and accounting cost recovery fee equal to three
          percent (3%) of the Base Rent when due and payable for each Building
          hereunder.

If the rentable area of the Building and/or Project is not fully occupied during
any fiscal year of the Term as determined by Landlord, an adjustment shall be
made in Landlord's discretion in computing the Operating Expenses for such year
so that Tenant pays an equitable portion of all variable items (e.g., utilities,
janitorial services and other component expenses that are affected by variations
in occupancy levels) of Operating Expenses, as reasonably determined by
Landlord; provided, however, that in no event shall Landlord be entitled to
collect in excess of one hundred percent (100%) of the total Operating Expenses
from all of the tenants in the Building or Project, as the case may be.

Operating Expenses shall not include the cost of providing tenant improvements
or other specific costs incurred for the account of, separately billed to and
paid by specific tenants of the Building or Project, the initial construction
cost of the Building, or debt service on any mortgage or deed of trust recorded
with respect to the Project other than pursuant to Paragraph 7.A.(3)(b) above.
Notwithstanding anything herein to the contrary, in any instance wherein
Landlord, in Landlord's sole discretion, deems Tenant to be responsible for any
amounts greater than Tenant's Proportionate Share, Landlord shall have the right
to allocate costs in any manner Landlord deems appropriate.

The above enumeration of services and facilities shall not be deemed to impose
an obligation on Landlord to make available or provide such services or
facilities except to the extent if any that Landlord has specifically agreed
elsewhere in this Lease to make the same available or provide the same.  Without
limiting the generality of the foregoing, Tenant acknowledges and agrees that it
shall be responsible for providing adequate security for its use of the
Premises, the Building and the Project and that Landlord shall have no

                                       9
<PAGE>

obligation or liability with respect thereto, except to the extent if any that
Landlord has specifically agreed elsewhere in this Lease to provide the same.

B.   Payment of Estimated Operating Expenses. "Estimated Operating Expenses" for
any particular year shall mean Landlord's estimate of the Operating Expenses for
such fiscal year made with respect to such fiscal year as hereinafter provided.
Landlord shall have the right from time to time to revise its fiscal year and
interim accounting periods so long as the periods as so revised are reconciled
with prior periods in a reasonable manner. During the last month of each fiscal
year during the Term, or as soon thereafter as practicable, Landlord shall give
Tenant written notice of the Estimated Operating Expenses for the ensuing fiscal
year. Tenant shall pay Tenant's Proportionate Share of the Estimated Operating
Expenses with installments of Base Rent for the fiscal year to which the
Estimated Operating Expenses applies in monthly installments on the first day of
each calendar month during such year, in advance. Such payment shall be
construed to be Additional Rent for all purposes hereunder. If at any time
during the course of the fiscal year, Landlord determines that Operating
Expenses are projected to vary from the then Estimated Operating Expenses by
more than five percent (5%), Landlord may, by written notice to Tenant, revise
the Estimated Operating Expenses for the balance of such fiscal year, and
Tenant's monthly installments for the remainder of such year shall be adjusted
so that by the end of such fiscal year Tenant has paid to Landlord Tenant's
Proportionate Share of the revised Estimated Operating Expenses for such year,
such revised installment amounts to be Additional Rent for all purposes
hereunder.

C.   Computation of Operating Expense Adjustment. "Operating Expense Adjustment"
shall mean the difference between Estimated Operating Expenses and actual
Operating Expenses for any fiscal year determined as hereinafter provided.
Within one hundred twenty (120) days after the end of each fiscal year, or as
soon thereafter as practicable, Landlord shall deliver to Tenant a statement of
actual Operating Expenses for the fiscal year just ended, accompanied by a
computation of Operating Expense Adjustment. If such statement shows that
Tenant's payment based upon Estimated Operating Expenses is less than Tenant's
Proportionate Share of Operating Expenses, then Tenant shall pay to Landlord the
difference within twenty (20) days after receipt of such statement, such payment
to constitute Additional Rent for all purposes hereunder. If such statement
shows that Tenant's payments of Estimated Operating Expenses exceed Tenant's
Proportionate Share of Operating Expenses, then (provided that Tenant is not in
default under this Lease) Landlord shall pay to Tenant the difference within
twenty (20) days after delivery of such statement to Tenant. If this Lease has
been terminated or the Term hereof has expired prior to the date of such
statement, then the Operating Expense Adjustment shall be paid by the
appropriate party within twenty (20) days after the date of delivery of the
statement. Should this Lease commence or terminate at any time other than the
first day of the fiscal year, Tenant's Proportionate Share of the Operating
Expense Adjustment shall be prorated based on a month of 30 days and the number
of calendar months during such fiscal year that this Lease is in effect.
Notwithstanding anything to the contrary contained in Paragraph 7.A or 7.B,
Landlord's failure to provide any notices or statements within the time periods
specified in those paragraphs shall in no way excuse Tenant from its obligation
to pay Tenant's Proportionate Share of Operating Expenses.

D.   Net Lease. This shall be a triple net Lease and Base Rent shall be paid to
Landlord absolutely net of all costs and expenses, except as specifically
provided to the contrary in this Lease. The provisions for payment of Operating
Expenses and the Operating Expense Adjustment are intended to pass on to Tenant
and reimburse Landlord for all costs and expenses of the nature described in
Paragraph 7.A. incurred in connection with the ownership, management,
maintenance, repair, preservation, replacement and operation of the Building
and/or Project and its supporting facilities and such additional facilities now
and in subsequent years as may be determined by Landlord to be necessary or
desirable to the Building and/or Project.

E.   Tenant Audit. If Tenant shall dispute the amount set forth in any statement
provided by Landlord under Paragraph 7.B. or 7.C. above, Tenant shall have the
right, not later than twenty (20) days following receipt of such statement and
upon the condition that Tenant shall first deposit with Landlord the full amount
in dispute, to cause Landlord's books and records with respect to Operating
Expenses for such fiscal year to be audited by certified public accountants
selected by Tenant and subject to Landlord's reasonable right of approval. The
Operating Expense Adjustment shall be appropriately adjusted on the basis of
such audit. If such audit discloses a liability for a refund in excess of ten
percent (10%) of Tenant's Proportionate Share of the Operating Expenses
previously reported, the cost of such audit shall be borne by Landlord;
otherwise the cost of such audit shall be paid by Tenant. If Tenant shall not
request an audit in accordance with the provisions of this Paragraph 7.E. within
twenty (20) days after receipt of Landlord's statement provided pursuant to
Paragraph 7.B. or 7.C., such statement shall be final and binding for all
purposes hereof. Tenant acknowledges and agrees that any information revealed in
the above described audit may contain proprietary and sensitive information and
that significant damage could result to Landlord if such information were
disclosed to any party other than Tenant's auditors. Tenant shall not in any
manner disclose, provide or make available any information revealed by the audit
to any person or entity without Landlord's prior written consent, which consent
may be withheld by Landlord in its sole and absolute discretion. The information
disclosed by the audit will be used by Tenant solely for the purpose of
evaluating Landlord's books and records in connection with this Paragraph 7.E.

                      8.   INSURANCE AND INDEMNIFICATION

A.   Landlord's Insurance. All insurance maintained by Landlord shall be for the
sole benefit of Landlord and under Landlord's sole control.

     (1)  Property Insurance. Landlord agrees to maintain property insurance
     insuring the Building against damage or destruction due to risk including
     fire, vandalism, and malicious mischief in an amount not less than the
     replacement cost thereof, in the form and with deductibles and endorsements
     as selected by Landlord. At its election, Landlord may instead (but shall

                                       10
<PAGE>

     have no obligation to) obtain "All Risk" coverage, and may also obtain
     earthquake, pollution, and/or flood insurance in amounts selected by
     Landlord.

     (2)  Optional Insurance. Landlord, at Landlord's option, may also (but
     shall have no obligation to) carry (i) insurance against loss of rent, in
     an amount equal to the amount of Base Rent and Additional Rent that
     Landlord could be required to abate to all Building tenants in the event of
     condemnation or casualty damage for a period of twelve (12) months; and
     (ii) liability insurance and such other insurance as Landlord may deem
     prudent or advisable, including, without limitation, liability insurance in
     such amounts and on such terms as Landlord shall determine. Landlord shall
     not be obligated to insure, and shall have no responsibility whatsoever for
     any damage to, any furniture, machinery, goods, inventory or supplies, or
     other personal property or fixtures which Tenant may keep or maintain in
     the Premises, or any leasehold improvements, additions or alterations
     within the Premises.

B.   Tenant's Insurance. Tenant shall procure at Tenant's sole cost and expense
and keep in effect from the date of this Lease and at all times until the end of
the Term the following:

     (1)  Property Insurance. Insurance on all personal property and fixtures of
     Tenant and all improvements, additions or alterations made by or for Tenant
     to the Premises on an "All Risk" basis, insuring such property for the full
     replacement value of such property.

     (2)  Liability Insurance. Commercial General Liability insurance covering
     bodily injury and property damage liability occurring in or about the
     Premises or arising out of the use and occupancy of the Premises and the
     Project, and any part of either, and any areas adjacent thereto, and the
     business operated by Tenant or by any other occupant of the Premises. Such
     insurance shall include contractual liability coverage insuring all of
     Tenant's indemnity obligations under this Lease. Such coverage shall have a
     minimum combined single limit of liability of at least Two Million Dollars
     ($2,000,000.00), and a minimum general aggregate limit of Three Million
     Dollars ($3,000,000.00), with an "Additional Insured - Managers or Lessors
     of Premises Endorsement" and the "Amendment of the Pollution Exclusion
     Endorsement." All such policies shall be written to apply to all bodily
     injury (including death), property damage or loss, personal and advertising
     injury and other covered loss, however occasioned, occurring during the
     policy term, shall be endorsed to add Landlord and any party holding an
     interest to which this Lease may be subordinated as an additional insured,
     and shall provide that such coverage shall be "primary" and non-
     contributing with any insurance maintained by Landlord, which shall be
     excess insurance only. Such coverage shall also contain endorsements
     including employees as additional insureds if not covered by Tenant's
     Commercial General Liability Insurance. All such insurance shall provide
     for the severability of interests of insureds; and shall be written on an
     "occurrence" basis, which shall afford coverage for all claims based on
     acts, omissions, injury and damage, which occurred or arose (or the onset
     of which occurred or arose) in whole or in part during the policy period.

     (3)  Workers' Compensation and Employers' Liability Insurance. Workers'
     Compensation Insurance as required by any Regulation, and Employers'
     Liability Insurance in amounts not less than One Million Dollars
     ($1,000,000) each accident for bodily injury by accident; One Million
     Dollars ($1,000,000) policy limit for bodily injury by disease; and One
     Million Dollars ($1,000,000) each employee for bodily injury by disease.

     (4)  Commercial Auto Liability Insurance. Commercial auto liability
     insurance with a combined limit of not less than One Million Dollars
     ($1,000,000) for bodily injury and property damage for each accident. Such
     insurance shall cover liability relating to any auto (including owned,
     hired and non-owned autos).

     (5)  Alterations Requirements. In the event Tenant shall desire to perform
     any Alterations, Tenant shall deliver to Landlord, prior to commencing such
     Alterations (i) evidence satisfactory to Landlord that Tenant carries
     "Builder's Risk" insurance covering construction of such Alterations in an
     amount and form approved by Landlord, (ii) such other insurance as Landlord
     shall nondiscriminatorily require, and (iii) a lien and completion bond or
     other security in form and amount satisfactory to Landlord.

     (6)  General Insurance Requirements.  All coverages described in this
     Paragraph 8.B shall be endorsed to (i) provide Landlord with thirty (30)
     days' notice of cancellation or change in terms; and (ii) waive all rights
     of subrogation by the insurance carrier against Landlord.  If at any time
     during the Term the amount or coverage of insurance which Tenant is
     required to carry under this Paragraph 8.B is, in Landlord's reasonable
     judgment, materially less than the amount or type of insurance coverage
     typically carried by owners or tenants of properties located in the general
     area in which the Premises are located which are similar to and operated
     for similar purposes as the Premises or if Tenant's use of the Premises
     should change with or without Landlord's consent, Landlord shall have the
     right to require Tenant to increase the amount or change the types of
     insurance coverage required under this Paragraph 8.B.  All insurance
     policies required to be carried by Tenant under this Lease shall be written
     by companies rated A X or better in "Best's Insurance Guide" and authorized
     to do business in the State of California.  In any event deductible amounts
     under all insurance policies required to be carried by Tenant under this
     Lease shall not exceed Five Thousand Dollars ($5,000.00) per occurrence.
     Tenant shall deliver to Landlord on or before the Term Commencement Date,
     and thereafter at least thirty (30) days before the expiration dates of the
     expired policies, certified copies of Tenant's insurance policies, or a
     certificate evidencing the same issued by the insurer thereunder; and, if
     Tenant shall fail to procure such insurance,

                                       11
<PAGE>

     or to deliver such policies or certificates, Landlord may, at Landlord's
     option and in addition to Landlord's other remedies in the event of a
     default by Tenant hereunder, procure the same for the account of Tenant,
     and the cost thereof shall be paid to Landlord as Additional Rent.

C.   Indemnification. Tenant shall indemnify, defend by counsel reasonably
acceptable to Landlord, protect and hold Landlord, Spieker Properties, Inc., and
each of their respective directors, shareholders, partners, lenders, members,
managers, contractors, affiliates, and employees (collectively, "Landlord
Indemnities") harmless from and against any and all claims, liabilities, losses,
costs, loss of rents, liens, damages, injuries or expenses, including reasonable
attorneys' and consultants' fees and court costs, demands, causes of action, or
judgments, directly or indirectly arising out of or related to: (1) claims of
injury to or death of persons or damage to property or business loss occurring
or resulting directly or indirectly from the use or occupancy of the Premises,
Building or Project by Tenant or Tenant's Parties, or from activities or
failures to act of Tenant or Tenant's Parties; (2) claims arising from work or
labor performed, or for materials or supplies furnished to or at the request of
Tenant in connection with performance of any work done for the account of Tenant
within the Premises or Project; (3) claims arising from any breach or default on
the part of Tenant in the performance of any covenant contained in this Lease;
and (4) claims arising from the negligence or intentional acts or omissions of
Tenant or Tenant's Parties. Landlord shall indemnify, defend by counsel
reasonably acceptable to Tenant, protect and hold Tenant harmless from and
against any and all claims, liabilities, losses, costs, damages, injuries or
expenses, including reasonable attorneys' and consultants' fees and court costs,
demands, causes of action, or judgments arising out of or relating to the gross
negligence or willful misconduct of Landlord or Landlord's agents, employees or
invitees. Notwithstanding the foregoing or anything to the contrary contained in
this Lease, Landlord shall in no event be liable to Tenant and Tenant hereby
waives all claims against Landlord for any injury or damage to any person or
property in or about the Premises, Building or Project, including without
limitation the common areas, whether caused by theft, fire, rain or water
leakage of any character from the roof, walls, plumbing, sprinklers, pipes,
basement or any other portion of the Premises, Building or Project, or caused by
gas, fire, oil or electricity in, on or about the Premises, Building or Project,
or from any other systems except in each case to the extent caused by the gross
negligence or willful misconduct of Landlord, or by acts of God (including
without limitation flood or earthquake) or third parties, acts of a public
enemy, riot, strike, insurrection, war, court order, requisition or order of
governmental body or authority or from any other cause whatsoever, or for any
damage or inconvenience which may arise through repair. In addition, Landlord
shall in no event be liable for (i) injury to Tenant's business or any loss of
income or profit therefrom or from consequential damages, or (ii) sums up to the
amount of insurance proceeds received by Tenant. The foregoing indemnity by
Landlord shall not be applicable to claims to the extent arising from the
negligence or willful misconduct of Tenant or Tenant's Parties. The provisions
of this Paragraph shall survive the expiration or earlier termination of this
Lease.

                          9.   WAIVER OF SUBROGATION

  Landlord and Tenant each waives any claim, loss or cost it might have against
the other for any injury to or death of any person or persons, or damage to or
theft, destruction, loss, or loss of use of any property (a "Loss"), to the
extent the same is insured against (or is required to be insured against under
the terms hereof) under any property damage insurance policy covering the
Building, the Premises, Landlord's or Tenant's fixtures, personal property,
leasehold improvements, or business, regardless of whether the negligence of the
other party caused such Loss.

                    10.  LANDLORD'S REPAIRS AND MAINTENANCE

  Landlord shall maintain in good repair, reasonable wear and tear excepted, the
structural soundness of the roof, foundations, and exterior walls of the
Building. The term "exterior walls" as used herein shall not include windows,
glass or plate glass, doors, dock bumpers or dock plates, special store fronts
or office entries. Any damage caused by or repairs necessitated by any
negligence or act of Tenant or Tenant's Parties may be repaired by Landlord at
Landlord's option and Tenant's expense. Tenant shall immediately give Landlord
written notice of any defect or need of repairs in such components of the
Building for which Landlord is responsible, after which Landlord shall have a
reasonable opportunity and the right to enter the Premises at all reasonable
times to repair same. Landlord's liability with respect to any defects, repairs,
or maintenance for which Landlord is responsible under any of the provisions of
this Lease shall be limited to the cost of such repairs or maintenance, and
there shall be no abatement of rent and no liability of Landlord by reason of
any injury to or interference with Tenant's business arising from the making of
repairs, alterations or improvements in or to any portion of the Premises, the
Building or the Project or to fixtures, appurtenances or equipment in the
Building, except as provided in Paragraph 24. By taking possession of the
Premises, Tenant accepts them "as is," as being in good order, condition and
repair and the condition in which Landlord is obligated to deliver them and
suitable for the Permitted Use and Tenant's intended operations in the Premises,
whether or not any notice of acceptance is given.

                     11.  TENANT'S REPAIRS AND MAINTENANCE

  Tenant shall at all times during the Term at Tenant's expense maintain all
parts of the Premises and such portions of the Building as are within the
exclusive control of Tenant in a first-class, good, clean and secure condition
and promptly make all necessary repairs and replacements, as determined by
Landlord, including but not limited to, all windows, glass, doors, walls,
including demising walls, and wall finishes, floors and floor covering, heating,
ventilating and air conditioning systems, ceiling insulation, truck doors,
hardware, dock bumpers, dock plates and levelers, plumbing work and fixtures,
downspouts, entries, skylights, smoke hatches, roof vents, electrical and
lighting systems, and fire sprinklers, with materials and workmanship of the
same character, kind and quality as the original. Tenant shall at Tenant's
expense also perform regular removal of trash and debris.  If Tenant uses rail
and if required by the railroad company, Tenant

                                       12
<PAGE>

agrees to sign a joint maintenance agreement governing the use of the rail spur,
if any. Tenant shall, at Tenant's own expense, enter into a regularly scheduled
preventative maintenance/service contract with a maintenance contractor for
servicing all hot water, heating and air conditioning systems and equipment
within or serving the Premises. The maintenance contractor and the contract must
be approved by Landlord. The service contract must include all services
suggested by the equipment manufacturer within the operation/maintenance manual
and must become effective and a copy thereof delivered to Landlord within thirty
(30) days after the Term Commencement Date. Landlord may, upon notice to Tenant,
enter into such a service contract on behalf of Tenant or perform the work and
in either case charge Tenant the cost thereof along with a reasonable amount for
Landlord's overhead. Notwithstanding anything to the contrary contained herein,
Tenant shall, at its expense, promptly repair any damage to the Premises or the
Building or Project resulting from or caused by any negligence or act of Tenant
or Tenant's Parties. Nothing herein shall expressly or by implication render
Tenant Landlord's agent or contractor to effect any repairs or maintenance
required of Tenant under this Paragraph 11, as to all of which Tenant shall be
solely responsible.

                               12.  ALTERATIONS

A.   Tenant shall not make, or allow to be made, any alterations, physical
additions, improvements or partitions, including without limitation the
attachment of any fixtures or equipment, in, about or to the Premises
("Alterations") without obtaining the prior written consent of Landlord, which
consent shall not be unreasonably withheld with respect to proposed Alterations
which: (a) comply with all applicable Regulations; (b) are, in Landlord's
opinion, compatible with the Building or the Project and its mechanical,
plumbing, electrical, heating/ventilation/air conditioning systems, and will not
cause the Building or Project or such systems to be required to be modified to
comply with any Regulations (including, without limitation, the Americans With
Disabilities Act); and (c) will not interfere with the use and occupancy of any
other portion of the Building or Project by any other tenant or its invitees.
Specifically, but without limiting the generality of the foregoing, Landlord
shall have the right of written consent for all plans and specifications for the
proposed Alterations, construction means and methods, all appropriate permits
and licenses, any contractor or subcontractor to be employed on the work of
Alterations, and the time for performance of such work, and may impose rules and
regulations for contractors and subcontractors performing such work. Tenant
shall also supply to Landlord any documents and information reasonably requested
by Landlord in connection with Landlord's consideration of a request for
approval hereunder. Tenant shall cause all Alterations to be accomplished in a
first-class, good and workmanlike manner, and to comply with all applicable
Regulations and Paragraph 27 hereof. Tenant shall at Tenant's sole expense,
perform any additional work required under applicable Regulations due to the
Alterations hereunder. No review or consent by Landlord of or to any proposed
Alteration or additional work shall constitute a waiver of Tenant's obligations
under this Paragraph 12. Tenant shall reimburse Landlord for all costs which
Landlord may incur in connection with granting approval to Tenant for any such
Alterations, including any costs or expenses which Landlord may incur in
electing to have outside architects and engineers review said plans and
specifications, and shall pay Landlord an administration fee of ten percent
(10%) of the cost of the Alterations as Additional Rent hereunder. All such
Alterations shall remain the property of Tenant until the expiration or earlier
termination of this Lease, at which time they shall be and become the property
of Landlord; provided, however, that Landlord may, at Landlord's option, require
that Tenant, at Tenant's expense, remove any or all Alterations made by Tenant,
whether permitted or otherwise, and restore the Premises by the expiration or
earlier termination of this Lease, to their condition existing prior to the
construction of any such Alterations. All such removals and restoration shall be
accomplished in a first-class and good and workmanlike manner so as not to cause
any damage to the Premises or Project whatsoever. If Tenant fails to remove such
Alterations or Tenant's trade fixtures or furniture or other personal property,
Landlord may keep and use them or remove any of them and cause them to be stored
or sold in accordance with applicable law, at Tenant's sole expense. In addition
to and wholly apart from Tenant's obligation to pay Tenant's Proportionate Share
of Operating Expenses, Tenant shall be responsible for and shall pay prior to
delinquency any taxes or governmental service fees, possessory interest taxes,
fees or charges in lieu of any such taxes, capital levies, or other charges
imposed upon, levied with respect to or assessed against its fixtures or
personal property, on the value of Alterations within the Premises, and on
Tenant's interest pursuant to this Lease, or any increase in any of the
foregoing based on such Alterations. To the extent that any such taxes are not
separately assessed or billed to Tenant, Tenant shall pay the amount thereof as
invoiced to Tenant by Landlord.

Notwithstanding the foregoing, at Landlord's option (but without obligation),
all or any portion of the Alterations shall be performed by Landlord for
Tenant's account and Tenant shall pay Landlord's estimate of the cost thereof
(including a reasonable charge for Landlord's overhead and profit) prior to
commencement of the work. In addition, at Landlord's election and
notwithstanding the foregoing, however, Tenant shall pay to Landlord the cost of
removing any such Alterations and restoring the Premises to their original
condition such cost to include a reasonable charge for Landlord's overhead and
profit as provided above, and such amount may be deducted from the Security
Deposit or any other sums or amounts held by Landlord under this Lease.

Notwithstanding the foregoing, Tenant shall have the right, without consent of,
but upon at least ten (10) business days' prior written notice (as provided
under Paragraph 12.B below) to, Landlord, to make non-structural cosmetic
Alterations within the interior of the Premises (and which are not visible from
outside of the Premises) which do not impair the value of the Building, and
which do not cost, in the aggregate, less than thirty thousand dollars
($30,000.00) in any twelve (12) month period during the Term of this Lease,
provided that such Alterations shall nevertheless be subject to all of the
remaining requirements of this Paragraph 12, including without limitation,
subparagraphs (a) through (c) above and payment of the administration fee
referred to in this Paragraph 12.A, other than the requirement of Landlord's
prior consent. In addition all Alterations shall be performed by duly licensed
contractors or subcontractors reasonably acceptable to Landlord, proof of
insurance shall be submitted to Landlord as required under Paragraph 8 above,
and Landlord reserves the right to impose reasonable rules and regulations for
contractors and subcontractors. Tenant shall, if requested by Landlord, promptly

                                       13
<PAGE>

furnish Landlord with complete as built plans and specifications for any
Alterations performed by Tenant to the Premises, at Tenant's sole cost and
expense.

B.   In compliance with Paragraph 27 hereof, at least ten (10) business days
before beginning construction of any Alteration, Tenant shall give Landlord
written notice of the expected commencement date of that construction to permit
Landlord to post and record a notice of non-responsibility. Upon substantial
completion of construction, if the law so provides, Tenant shall cause a timely
notice of completion to be recorded in the office of the recorder of the county
in which the Building is located.

                                  13.  SIGNS

Tenant shall not place, install, affix, paint or maintain any signs, notices,
graphics or banners whatsoever or any window decor which is visible in or from
public view or corridors, the common areas or the exterior of the Premises or
the Building, in or on any exterior window or window fronting upon any common
areas or service area or upon any truck doors or man doors without Landlord's
prior written approval which Landlord shall have the right to withhold in its
absolute and sole discretion; provided that Tenant's name shall be included in
any Building-standard door and directory signage, if any, in accordance with
Landlord's Building signage program, including without limitation, payment by
Tenant of any fee charged by Landlord for maintaining such signage, which fee
shall constitute Additional Rent hereunder. Any installation of signs, notices,
graphics or banners on or about the Premises or Project approved by Landlord
shall be subject to any Regulations and to any other requirements imposed by
Landlord. Tenant shall remove all such signs or graphics by the expiration or
any earlier termination of this Lease. Such installations and removals shall be
made in such manner as to avoid injury to or defacement of the Premises,
Building or Project and any other improvements contained therein, and Tenant
shall repair any injury or defacement including without limitation discoloration
caused by such installation or removal. Notwithstanding the foregoing, Tenant
shall be entitled to one (1) sign to be located on Building C approximately as
indicated in blue on the attached floor plan (Exhibit B). Such sign will be
designed and constructed at Tenant's sole cost and expense. All signs shall be
subject to Landlord's approval, which Landlord shall have the right to withhold
in its absolute and sole discretion, and approval of any public authorities
having jurisdiction. Tenant shall be responsible for electrical energy used in
connection with its signs, repairs and maintenance necessary to maintain the
signs in their original condition.

                        14.  INSPECTION/POSTING NOTICES

After reasonable notice, except in emergencies where no such notice shall be
required, Landlord and Landlord's agents and representatives, shall have the
right to enter the Premises to inspect the same, to clean, to perform such work
as may be permitted or required hereunder, to make repairs, improvements or
alterations to the Premises, Building or Project or to other tenant spaces
therein, to deal with emergencies, to post such notices as may be permitted or
required by law to prevent the perfection of liens against Landlord's interest
in the Project or to exhibit the Premises to prospective tenants, purchasers,
encumbrancers or to others, or for any other purpose as Landlord may deem
necessary or desirable; provided, however, that Landlord shall use reasonable
efforts not to unreasonably interfere with Tenant's business operations. Tenant
shall not be entitled to any abatement of Rent by reason of the exercise of any
such right of entry. Tenant waives any claim for damages for any injury or
inconvenience to or interference with Tenant's business, any loss of occupancy
or quiet enjoyment of the Premises, and any other loss occasioned thereby.
Landlord shall at all times have and retain a key with which to unlock all of
the doors in, upon and about the Premises, excluding Tenant's vaults and safes
or special security areas (designated in advance), and Landlord shall have the
right to use any and all means which Landlord may deem necessary or proper to
open said doors in an emergency, in order to obtain entry to any portion of the
Premises, and any entry to the Premises or portions thereof obtained by Landlord
by any of said means, or otherwise, shall not be construed 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 portions thereof. At any time
within six (6) months prior to the expiration of the Term or following any
earlier termination of this Lease or agreement to terminate this Lease, Landlord
shall have the right to erect on the Premises, Building and/or Project a
suitable sign indicating that the Premises are available for lease.

                          15.  SERVICES AND UTILITIES

A.   Tenant shall (where practicable) contract for and pay directly when due,
for all water, gas, heat, air conditioning, light, power, telephone, sewer,
sprinkler charges, cleaning, waste disposal and other utilities and services
used on or from the Premises, together with any taxes, penalties, surcharges or
the like pertaining thereto, and maintenance charges for utilities and shall
furnish all electric light bulbs, ballasts and tubes. If any such services are
not separately billed or metered to Tenant, Tenant shall pay an equitable
proportion, as determined in good faith by Landlord, of all charges billed or
metered with other premises. All sums payable under this Paragraph 15 shall
constitute Additional Rent hereunder.

B.   Tenant acknowledges that Tenant has inspected and accepts the water,
electricity, heat and air conditioning and other utilities and services being
supplied or furnished to the Premises as of the date Tenant takes possession of
the Premises, if any, as being sufficient in their present condition, "as is,"
for the Permitted Use, and for Tenant's intended operations in the Premises.
Landlord shall have no obligation to provide additional or after-hours
electricity, heating or air conditioning, but if Landlord elects to provide such
services at Tenant's request, Tenant shall pay upon demand to Landlord a
reasonable charge for such services as determined by Landlord. Tenant agrees to
keep and cause to be kept closed all window covering when necessary because of
the sun's position, and Tenant also agrees at all times to cooperate fully with
Landlord and to abide by all of the regulations and requirements which Landlord
may prescribe for the proper functioning and protection of electrical, heating,
ventilating and air conditioning systems. Wherever heat-generating machines,
excess

                                       14
<PAGE>

lighting or equipment are used in the Premises which affect the temperature
otherwise maintained by the air conditioning system, Landlord reserves the right
to install supplementary air conditioning units in the Premises and the cost
thereof, including the cost of installation and the cost of operation and
maintenance thereof, shall be paid by Tenant to Landlord upon demand by
Landlord.

C.   Tenant shall not without written consent of Landlord use any apparatus,
equipment or device in the Premises, including without limitation, computers,
electronic data processing machines, copying machines, and other machines, using
excess lighting or using electric current, water, or any other resource in
excess of or which will in any way increase the amount of electricity, water, or
any other resource being furnished or supplied for the use of the Premises for
reasonable and normal office use, in each case as of the date Tenant takes
possession of the Premises and as determined by Landlord, or which will require
additions or alterations to or interfere with the Building power distribution
systems; nor connect with electric current, except through existing electrical
outlets in the Premises or water pipes, any apparatus, equipment or device for
the purpose of using electrical current, water, or any other resource. If Tenant
shall require water or electric current or any other resource in excess of that
being furnished or supplied for the use of the Premises as of the date Tenant
takes possession of the Premises, if any, as determined by Landlord, Tenant
shall first procure the written consent of Landlord which Landlord may refuse,
to the use thereof, and Landlord may cause a special meter to be installed in
the Premises so as to measure the amount of water, electric current or other
resource consumed for any such other use. Tenant shall pay directly to Landlord
upon demand as an addition to and separate from payment of Operating Expenses
the cost of all such additional resources, energy, utility service and meters
(and of installation, maintenance and repair thereof and of any additional
circuits or other equipment necessary to furnish such additional resources,
energy, utility or service). Landlord may add to the separate or metered charge
a recovery of additional expense incurred in keeping account of the excess
water, electric current or other resource so consumed. Landlord shall in no case
be liable for any damages directly or indirectly resulting from nor shall the
Rent or any monies owed Landlord under this Lease herein reserved be abated by
reason of: (a) the installation, use or interruption of use of any equipment
used in connection with the furnishing of any such utilities or services, or any
change in the character or means of supplying or providing any such utilities or
services or any supplier thereof; (b) the failure to furnish or delay in
furnishing any such utilities or services when such failure or delay is caused
by acts of God or the elements, labor disturbances of any character, or
otherwise, or because of any interruption of service due to Tenant's use of
water, electric current or other resource in excess of that being supplied or
furnished for the use of the Premises as of the date Tenant takes possession of
the Premises; or (c) the inadequacy, limitation, curtailment, rationing or
restriction on use of water, electricity, gas or any other form of energy or any
other service or utility whatsoever serving the Premises or Project otherwise;
or (d) the partial or total unavailability of any such utilities or services to
the Premises or the Building or the diminution in the quality or quantity
thereof, whether by Regulation or otherwise; or (e) any interruption in Tenant's
business operations as a result of any such occurrence; nor shall any such
occurrence constitute an actual or constructive eviction of Tenant or a breach
of an implied warranty by Landlord. Landlord shall further have no obligation to
protect or preserve any apparatus, equipment or device installed by Tenant in
the Premises, including without limitation by providing additional or after-
hours heating or air conditioning. Landlord shall be entitled to cooperate
voluntarily and in a reasonable manner with the efforts of national, state or
local governmental agencies or utility suppliers in reducing energy or other
resource consumption. The obligation to make services available hereunder shall
be subject to the limitations of any such voluntary, reasonable program. In
addition, Landlord reserves the right to change the supplier or provider of any
such utility or service from time to time. Landlord may, but shall not be
obligated to, upon notice to Tenant, contract with or otherwise obtain any
electrical or other such service for or with respect to the Premises or Tenant's
operations therein from any supplier or provider of any such service. Tenant
shall cooperate with Landlord and any supplier or provider of such services
designated by Landlord from time to time to facilitate the delivery of such
services to Tenant at the Premises and to the Building and Project, including
without limitation allowing Landlord and Landlord's suppliers or providers, and
their respective agents and contractors, reasonable access to the Premises for
the purpose of installing, maintaining, repairing, replacing or upgrading such
service or any equipment or machinery associated therewith.

                              16.  SUBORDINATION

Without the necessity of any additional document being executed by Tenant for
the purpose of effecting a subordination, this Lease shall be and is hereby
declared to be subject and subordinate at all times to: (a) all ground leases or
underlying leases which may now exist or hereafter be executed affecting the
Premises and/or the land upon which the Premises and Project are situated, or
both; and (b) any mortgage or deed of trust which may now exist or be placed
upon the Building, the Project and/or the land upon which the Premises or the
Project are situated, or said ground leases or underlying leases, or Landlord's
interest or estate in any of said items which is specified as security.
Notwithstanding the foregoing, Landlord shall have the right to subordinate or
cause to be subordinated any such ground leases or underlying leases or any such
liens to this Lease. If any ground lease or underlying lease terminates for any
reason or any mortgage or deed of trust is foreclosed or a conveyance in lieu of
foreclosure is made for any reason, Tenant shall, notwithstanding any
subordination, attorn to and become the Tenant of the successor in interest to
Landlord provided that Tenant shall not be disturbed in its possession under
this Lease by such successor in interest so long as Tenant is not in default
under this Lease. Within ten (10) days after request by Landlord, Tenant shall
execute and deliver any additional documents evidencing Tenant's attornment or
the subordination of this Lease with respect to any such ground leases or
underlying leases or any such mortgage or deed of trust, in the form requested
by Landlord or by any ground landlord, mortgagee, or beneficiary under a deed of
trust, subject to such nondisturbance requirement. If requested in writing by
Tenant, Landlord shall use commercially reasonable efforts to obtain a
subordination, nondisturbance and attornment agreement for the benefit of Tenant
reflecting the foregoing from any ground landlord, mortgagee or beneficiary, at
Tenant's expense, subject to such other terms and conditions as the ground
landlord, mortgagee or beneficiary may require.

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                           17.  FINANCIAL STATEMENTS

At the request of Landlord from time to time, Tenant shall provide to Landlord
Tenant's and any guarantor's current financial statements or other information
discussing financial worth of Tenant and any guarantor, which Landlord shall use
solely for purposes of this Lease and in connection with the ownership,
management, financing and disposition of the Project.

                           18.  ESTOPPEL CERTIFICATE

Tenant agrees from time to time, within ten (10) days after request of Landlord,
to deliver to Landlord, or Landlord's designee, an estoppel certificate stating
that this Lease is in full force and effect, that this Lease has not been
modified (or stating all modifications, written or oral, to this Lease), the
date to which Rent has been paid, the unexpired portion of this Lease, that
there are no current defaults by Landlord or Tenant under this Lease (or
specifying any such defaults), that the leasehold estate granted by this Lease
is the sole interest of Tenant in the Premises and/or the land at which the
Premises are situated, and such other matters pertaining to this Lease as may be
reasonably requested by Landlord or any mortgagee, beneficiary, purchaser or
prospective purchaser of the Building or Project or any interest therein.
Failure by Tenant to execute and deliver such certificate shall constitute an
acceptance of the Premises and acknowledgment by Tenant that the statements
included are true and correct without exception.  Tenant agrees that if Tenant
fails to execute and deliver such certificate within such ten (10) day period,
Landlord may execute and deliver such certificate on Tenant's behalf and that
such certificate shall be binding on Tenant.  Landlord and Tenant intend that
any statement delivered pursuant to this Paragraph may be relied upon by any
mortgagee, beneficiary, purchaser or prospective purchaser of the Building or
Project or any interest therein.  The parties agree that Tenant's obligation to
furnish such estoppel certificates in a timely fashion is a material inducement
for Landlord's execution of this Lease, and shall be an event of default
(without any cure period that might be provided under Paragraph 26.A(3) of this
Lease) if Tenant fails to fully comply or makes any material misstatement in any
such certificate.

                             19.  SECURITY DEPOSIT

Tenant agrees to deposit with Landlord upon execution of this Lease, a security
deposit as stated in the Basic Lease Information (the "Security Deposit"), which
sum shall be held and owned by Landlord, without obligation to pay interest, as
security for the performance of Tenant's covenants and obligations under this
Lease.  The Security Deposit is not an advance rental deposit or a measure of
damages incurred by Landlord in case of Tenant's default.  Upon the occurrence
of any event of default by Tenant, Landlord may from time to time, without
prejudice to any other remedy provided herein or by law, use such fund as a
credit to the extent necessary to credit against any arrears of Rent or other
payments due to Landlord hereunder, and any other damage, injury, expense or
liability caused by such event of default, and Tenant shall pay to Landlord, on
demand, the amount so applied in order to restore the Security Deposit to its
original amount.  Although the Security Deposit shall be deemed the property of
Landlord, any remaining balance of such deposit shall be returned by Landlord to
Tenant at such time after termination of this Lease that all of Tenant's
obligations under this Lease have been fulfilled, reduced by such amounts as may
be required by Landlord to remedy defaults on the part of Tenant in the payment
of Rent or other obligations of Tenant under this Lease, to repair damage to the
Premises, Building or Project caused by Tenant or any Tenant's Parties and to
clean the Premises.  Landlord may use and commingle the Security Deposit with
other funds of Landlord. Tenant hereby waives the provisions of Section 1950.7
of the California Civil Code, and all other provisions of any Regulations, now
or hereinafter in force, which restricts the amount or types of claim that a
landlord may make upon a security deposit or imposes upon a landlord (or its
successors) any obligation with respect to the handling or return of security
deposits.

                      20.  LIMITATION OF TENANT'S REMEDIES

The obligations and liability of Landlord to Tenant for any default by Landlord
under the terms of this Lease are not personal obligations of Landlord or of the
individual or other partners of Landlord or its or their partners, directors,
officers, or shareholders, and Tenant agrees to look solely to Landlord's
interest in the Project for the recovery of any amount from Landlord, and shall
not look to other assets of Landlord nor seek recourse against the assets of the
individual or other partners of Landlord or its or their partners, directors,
officers or shareholders.  Any lien obtained to enforce any such judgment and
any levy of execution thereon shall be subject and subordinate to any lien,
mortgage or deed of trust on the Project.  Under no circumstances shall Tenant
have the right to offset against or recoup Rent or other payments due and to
become due to Landlord hereunder except as expressly provided in this Lease,
which Rent and other payments shall be absolutely due and payable hereunder in
accordance with the terms hereof. In no case shall Landlord be liable to Tenant
for any lost profits, damage to business, or any form of special, indirect or
consequential damage on account of any breach of this Lease or otherwise,
notwithstanding anything to the contrary contained in this Lease.

                         21.  ASSIGNMENT AND SUBLETTING

A.   (1)  General.  This Lease has been negotiated to be and is granted as an
     accommodation to Tenant.  Accordingly, this Lease is personal to Tenant,
     and Tenant's rights granted hereunder do not include the right to assign
     this Lease or sublease the Premises, or to receive any excess, either in
     installments or lump sum, over the Rent which is expressly reserved by
     Landlord as hereinafter provided, except as otherwise expressly hereinafter
     provided.  Tenant shall not assign or pledge this Lease or sublet the
     Premises or any part thereof, whether voluntarily or by operation of law,
     or permit the use or occupancy of the Premises or any part thereof by
     anyone other than Tenant, or suffer or permit any such assignment, pledge,
     subleasing or occupancy, without Landlord's prior written consent except as
     provided herein.  If Tenant desires to assign this Lease or sublet any or
     all of the Premises, Tenant shall give Landlord written notice (the
     "Transfer Notice") at least sixty (60) days prior to the anticipated

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<PAGE>

     effective date of the proposed assignment or sublease, which shall contain
     all of the information reasonably requested by Landlord to address
     Landlord's decision criteria specified hereinafter.  Landlord shall then
     have a period of thirty (30) days following receipt of the Transfer Notice
     to notify Tenant in writing that Landlord elects either: (i) to terminate
     this Lease as to the space so affected as of the date so requested by
     Tenant; or (ii) to consent to the proposed assignment or sublease, subject,
     however, to Landlord's prior written consent of the proposed assignee or
     subtenant and of any related documents or agreements associated with the
     assignment or sublease.  If Landlord should fail to notify Tenant in
     writing of such election within said period, Landlord shall be deemed to
     have waived option (i) above, but written consent by Landlord of the
     proposed assignee or subtenant shall still be required.  If Landlord does
     not exercise option (i) above, Landlord's consent to a proposed assignment
     or sublease shall not be unreasonably withheld.  Consent to any assignment
     or subletting shall not constitute consent to any subsequent transaction to
     which this Paragraph 21 applies.  Notwithstanding anything to the contrary
     contained in this Lease, Landlord's  right to terminate pursuant to option
     (i) above shall not apply so long as Tenant is in occupancy of at least
     55,171 square feet of the entire Premises and is not in default under this
     Lease.

(2)  Conditions of Landlord's Consent. Without limiting the other instances in
     which it may be reasonable for Landlord to withhold Landlord's consent to
     an assignment or subletting, Landlord and Tenant acknowledge that it shall
     be reasonable for Landlord to withhold Landlord's consent in the following
     instances: if the proposed assignee does not agree to be bound by and
     assume the obligations of Tenant under this Lease in form and substance
     satisfactory to Landlord; the use of the Premises by such proposed assignee
     or subtenant would not be a Permitted Use or would violate any exclusivity
     or other arrangement which Landlord has with any other tenant or occupant
     or any Regulation or would increase the Occupancy Density or Parking
     Density of the Building or Project, or would otherwise result in an
     undesirable tenant mix for the Project as determined by Landlord; the
     proposed assignee or subtenant is not of sound financial condition as
     determined by Landlord in Landlord's sole discretion; the proposed assignee
     or subtenant is a governmental agency; the proposed assignee or subtenant
     does not have a good reputation as a tenant of property or a good business
     reputation; the proposed assignee or subtenant is a person with whom
     Landlord is negotiating to lease space in the Project or is a present
     tenant of the Project; the assignment or subletting would entail any
     Alterations which would lessen the value of the leasehold improvements in
     the Premises or use of any Hazardous Materials or other noxious use or use
     which may disturb other tenants of the Project; or Tenant is in default of
     any obligation of Tenant under this Lease, or Tenant has defaulted under
     this Lease on three (3) or more occasions during any twelve (12) months
     preceding the date that Tenant shall request consent. Failure by or refusal
     of Landlord to consent to a proposed assignee or subtenant shall not cause
     a termination of this Lease. Upon a termination under Paragraph
     21.A.(1)(i), Landlord may lease the Premises to any party, including
     parties with whom Tenant has negotiated an assignment or sublease, without
     incurring any liability to Tenant. At the option of Landlord, a surrender
     and termination of this Lease shall operate as an assignment to Landlord of
     some or all subleases or subtenancies. Landlord shall exercise this option
     by giving notice of that assignment to such subtenants on or before the
     effective date of the surrender and termination. In connection with each
     request for assignment or subletting, Tenant shall pay to Landlord
     Landlord's standard fee for approving such requests, as well as all costs
     incurred by Landlord or any mortgagee or ground lessor in approving each
     such request and effecting any such transfer, including, without
     limitation, reasonable attorneys' fees.

(3)  Permitted Transfers. An "Affiliate" means any entity that (i) controls, is
     controlled by, or is under common control with Tenant (ii) results from the
     transfer of all or substantially all of Tenant's assets or stock, or (iii)
     results from the merger or consolidation of Tenant with another entity.
     "Control," as used in the previous sentence, means the direct or indirect
     ownership of more than fifty percent (50%) of the voting securities of an
     entity or possession of the right to vote more than fifty percent (50%) of
     the voting interest in the ordinary direction of the entity's affairs.
     Notwithstanding anything to the contrary contained in this Lease,
     Landlord's consent is not required for and Landlord's recapture rights
     shall not apply to any assignment of this Lease or sublease of all or a
     portion of the Premises to an Affiliate so long as the following conditions
     are met: (a) at least ten (10) business days before any such assignment or
     sublease, Landlord receives written notice of such assignment or sublease
     (as well as any documents or information reasonably requested by Landlord
     regarding the proposed intended transfer and the transferee); (b) Tenant is
     not then and has not been in default more than three (3) times during the
     Term of this Lease; (c) if the transfer is an assignment or any other
     transfer to an Affiliate other than a sublease, the intended assignee
     assumes in writing all of Tenant's obligations under this Lease relating to
     the Premises in form satisfactory to Landlord or, if the transfer is a
     sublease, the intended sublessee accepts the sublease in form satisfactory
     to Landlord; (d) the intended transferee has a tangible net worth, as
     evidenced by financial statements delivered to Landlord and certified by an
     independent certified public accountant in accordance with generally
     accepted accounting principles that are consistently applied, at least
     equal to $150,000,000.00; (e) the Premises shall continue to be operated
     solely for the use specified in the Basic Lease Information; and (f) Tenant
     shall pay to Landlord Landlord's standard fee for approving assignments and
     subleases and all costs reasonably incurred by Landlord or any mortgagee or
     ground lessor for such assignment or subletting, including, without
     limitation, reasonable attorneys' fees. No transfer to an Affiliate in
     accordance with this subparagraph shall relieve Tenant named herein of any
     obligation under this Lease or alter the primary liability of Tenant named
     herein for the payment of Rent or for the performance of any other
     obligation to be performed by Tenant, including the obligations contained
     in Paragraph 25 with respect to any Affiliate.

B.   Bonus Rent.  Any Rent or other consideration realized by Tenant under any
such sublease or assignment in excess of the Rent payable hereunder, after (i)
amortization of a reasonable brokerage commission, (ii) unamortized tenant
improvements paid for by Tenant solely with respect to the Building B Premises
and (iii) amortization of the reasonable, actual out of pocket costs of tenant
improvements made solely in connection with the sublease or assignment in each
case to the extent reasonably and actually,  incurred by Tenant, shall be

                                       17
<PAGE>

divided and paid, fifty percent (50%) to Tenant, fifty percent (50%) to
Landlord.  In any subletting or assignment undertaken by Tenant to a party other
than a Permitted Affiliate as defined herein, Tenant shall diligently seek to
obtain the maximum rental amount available in the marketplace for comparable
space available for primary leasing.

C.   Corporation.  If Tenant is a corporation, a transfer of corporate shares by
sale, assignment, bequest, inheritance, operation of law or other disposition
(including such a transfer to or by a receiver or trustee in federal or state
bankruptcy, insolvency or other proceedings) resulting in a change in the
present control of such corporation or any of its parent corporations by the
person or persons owning a majority of said corporate shares, shall constitute
an assignment for purposes of this Lease. Notwithstanding anything to the
contrary in this Lease, the transfer of outstanding capital stock or other
listed equity interests, or the purchase of outstanding capital stock or other
listed equity interests, or the purchase of equity interests issued in an
initial public offering of stock through the "over-the-counter" market or any
recognized national or international securities exchange shall not be included
in determining whether control has been transferred.

D.   Unincorporated Entity.  If Tenant is a partnership, joint venture,
unincorporated limited liability company or other unincorporated business form,
a transfer of the interest of persons, firms or entities responsible for
managerial control of Tenant by sale, assignment, bequest, inheritance,
operation of law or other disposition, so as to result in a change in the
present control of said entity and/or of the underlying beneficial interests of
said entity and/or a change in the identity of the persons responsible for the
general credit obligations of said entity shall constitute an assignment for all
purposes of this Lease.

E.   Liability.  No assignment or subletting by Tenant, permitted or otherwise,
shall relieve Tenant of any obligation under this Lease or any guarantor of this
Lease of any liability under its guaranty or alter the primary liability of the
Tenant named herein for the payment of Rent or for the performance of any other
obligations to be performed by Tenant, including obligations contained in
Paragraph 25 with respect to any assignee or subtenant.  Landlord may collect
rent or other amounts or any portion thereof from any assignee, subtenant, or
other occupant of the Premises, permitted or otherwise, and apply the net rent
collected to the Rent payable hereunder, but no such collection shall be deemed
to be a waiver of this Paragraph 21, or the acceptance of the assignee,
subtenant or occupant as tenant, or a release of Tenant from the further
performance by Tenant of the obligations of Tenant under this Lease or any
guarantor of this Lease of any liability under its guaranty.  Any assignment or
subletting which conflicts with the provisions hereof shall be void.

                                 22.  AUTHORITY

This Lease is subject to the written consent of The Board of Trustees of the
Leland Stanford  Junior University (Stanford Management Company).  Except for
such consent,  Landlord represents and warrants that it has full right and
authority to enter into this Lease and to perform all of Landlord's obligations
hereunder and that all persons signing this Lease on its behalf are authorized
to do and that no other consents or approvals are required from any other person
or entity, or if such other consents or approvals are required, such other
consents or approvals have been obtained.  Tenant and the person or persons, if
any, signing on behalf of Tenant, jointly and severally represent and warrant
that Tenant has full right and authority to enter into this Lease, and to
perform all of Tenant's obligations hereunder, and that all persons signing this
Lease on its behalf are authorized to do so.

                               23.  CONDEMNATION

A.   Condemnation Resulting in Termination.  If the whole or any substantial
part of the Premises should be taken or condemned for any public use under any
Regulation, or by right of eminent domain, or by private purchase in lieu
thereof, and the taking would prevent or materially interfere with the Permitted
Use of the Premises, either party shall have the right to terminate this Lease
at its option.  If any material portion of the Building or Project is taken or
condemned for any public use under any Regulation, or by right of eminent
domain, or by private purchase in lieu thereof, Landlord may terminate this
Lease at its option.  In either of such events, the Rent shall be abated during
the unexpired portion of this Lease, effective when the physical taking of said
Premises shall have occurred.

B.   Condemnation Not Resulting in Termination.  If a portion of the Project of
which the Premises are a part should be taken or condemned for any public use
under any Regulation, or by right of eminent domain, or by private purchase in
lieu thereof, and the taking prevents or materially interferes with the
Permitted Use of the Premises, and this Lease is not terminated as provided in
Paragraph 23.A. above, the Rent payable hereunder during the unexpired portion
of this Lease shall be reduced, beginning on the date when the physical taking
shall have occurred, to such amount as may be fair and reasonable under all of
the circumstances, but only after giving Landlord credit for all sums received
or to be received by Tenant by the condemning authority.  Notwithstanding
anything to the contrary contained in this Paragraph, if the temporary use or
occupancy of any part of the Premises shall be taken or appropriated under power
of eminent domain during the Term, this Lease shall be and remain unaffected by
such taking or appropriation and Tenant shall continue to pay in full all Rent
payable hereunder by Tenant during the Term; in the event of any such temporary
appropriation or taking, Tenant shall be entitled to receive that portion of any
award which represents compensation for the use of or occupancy of the Premises
during the Term.

C.   Award.  Landlord shall be entitled to (and Tenant shall assign to Landlord)
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 any sums paid by
virtue of such proceedings, whether or not attributable to the value of any
unexpired portion of this Lease, except as expressly provided in this Lease.
Notwithstanding the foregoing, any compensation specifically and separately
awarded Tenant for Tenant's personal property and moving costs, shall be and
remain the property of Tenant.

                                       18
<PAGE>

D.   Waiver of CCP(S)1265.130.  Each party waives the provisions of California
Civil Code Procedure Section 1265.130 allowing either party to petition the
superior court to terminate this Lease as a result of a partial taking.

                              24.  CASUALTY DAMAGE

A.   General.  If the Premises or Building should be damaged or destroyed by
fire, tornado, or other casualty (collectively, "Casualty"), Tenant shall give
immediate written notice thereof to Landlord.  Within thirty (30) days after
Landlord's receipt of such notice, Landlord shall notify Tenant whether in
Landlord's estimation material restoration of the Premises can reasonably be
made within one hundred eighty (180) days from the date of such notice and
receipt of required permits for such restoration.  Landlord's determination
shall be binding on Tenant.

B.   Within 180 Days.  If the Premises or Building should be damaged by Casualty
to such extent that material restoration can in Landlord's estimation be
reasonably completed within one hundred eighty (180) days after the date of such
notice and receipt of required permits for such restoration, this Lease shall
not terminate.  Provided that insurance proceeds are received by Landlord to
fully repair the damage, Landlord shall proceed to rebuild and repair the
Premises diligently and in the manner determined by Landlord, except that
Landlord shall not be required to rebuild, repair or replace any part of any
Alterations which may have been placed on or about the Premises or paid for by
Tenant.  If the Premises are untenantable in whole or in part following such
damage, the Rent payable hereunder during the period in which they are
untenantable shall be abated proportionately, but only to the extent of rental
abatement insurance proceeds received by Landlord during the time and to the
extent the Premises are unfit for occupancy.

C.   Greater than 180 Days.  If the Premises or Building should be damaged by
Casualty to such extent that rebuilding or repairs cannot in Landlord's
estimation be reasonably completed within one hundred eighty (180) days after
the date of such notice and receipt of required permits for such rebuilding or
repair, then Landlord shall have the option of either: (1) terminating this
Lease effective upon the date of the occurrence of such damage, in which event
the Rent shall be abated during the unexpired portion of this Lease; or (2)
electing to rebuild or repair the Premises diligently and in the manner
determined by Landlord.  Landlord shall notify Tenant of its election within
thirty (30) days after Landlord's receipt of notice of the damage or
destruction.  Notwithstanding the above, Landlord shall not be required to
rebuild, repair or replace any part of any Alterations which may have been
placed, on or about the Premises or paid for by Tenant.  If the Premises are
untenantable in whole or in part following such damage, the Rent payable
hereunder during the period in which they are untenantable shall be abated
proportionately, but only to the extent of rental abatement insurance proceeds
received by Landlord during the time and to the extent the Premises are unfit
for occupancy.

D.   Tenant's Fault.  Notwithstanding anything herein to the contrary, if the
Premises or any other portion of the Building are damaged by Casualty resulting
from the fault, negligence, or breach of this Lease by Tenant or any of Tenant's
Parties, Base Rent and Additional Rent shall not be diminished during the repair
of such damage and Tenant shall be liable to Landlord for the cost and expense
of the repair and restoration of the Building caused thereby to the extent such
cost and expense is not covered by insurance proceeds.

E.   Insurance Proceeds.  Notwithstanding anything herein to the contrary, if
the Premises or Building are damaged or destroyed and are not fully covered by
the insurance proceeds received by Landlord or if the holder of any indebtedness
secured by a mortgage or deed of trust covering the Premises requires that the
insurance proceeds be applied to such indebtedness, then in either case Landlord
shall have the right to terminate this Lease by delivering written notice of
termination to Tenant within thirty (30) days after the date of notice to
Landlord that said damage or destruction is not fully covered by insurance or
such requirement is made by any such holder, as the case may be, whereupon this
Lease shall terminate.

F.   Waiver.  This Paragraph 24 shall be Tenant's sole and exclusive remedy in
the event of damage or destruction to the Premises or the Building.  As a
material inducement to Landlord entering into this Lease, Tenant hereby waives
any rights it may have under Sections 1932, 1933(4), 1941 or 1942 of the Civil
Code of California with respect to any destruction of the Premises, Landlord's
obligation for tenantability of the Premises and Tenant's right to make repairs
and deduct the expenses of such repairs, or under any similar law, statute or
ordinance now or hereafter in effect.

G.   Tenant's Personal Property.  In the event of any damage or destruction of
the Premises or the Building, under no circumstances shall Landlord be required
to repair any injury or damage to, or make any repairs to or replacements of,
Tenant's personal property.

                               25.  HOLDING OVER

Unless Landlord expressly consents in writing to Tenant's holding over, Tenant
shall be unlawfully and illegally in possession of the Premises, whether or not
Landlord accepts any rent from Tenant or any other person while Tenant remains
in possession of the Premises without Landlord's written consent.  If Tenant
shall retain possession of the Premises or any portion thereof without
Landlord's consent following the expiration of this Lease or sooner termination
for any reason, then Tenant shall pay to Landlord for each day of such retention
triple the amount of daily rental as of the last month prior to the date of
expiration or earlier termination.  Tenant shall also indemnify, defend, protect
and hold Landlord harmless from any loss, liability or cost, including
consequential and incidental damages and reasonable attorneys' fees, incurred by
Landlord resulting from delay by Tenant in surrendering the Premises, including,
without limitation, any claims made by the succeeding tenant founded on such
delay.  Acceptance of Rent by Landlord following expiration or earlier
termination of this Lease, or following demand by Landlord for possession of the
Premises, shall not constitute a renewal of this

                                       19
<PAGE>

Lease, and nothing contained in this Paragraph 25 shall waive Landlord's right
of reentry or any other right. Additionally, if upon expiration or earlier
termination of this Lease, or following demand by Landlord for possession of the
Premises, Tenant has not fulfilled its obligation with respect to repairs and
cleanup of the Premises or any other Tenant obligations as set forth in this
Lease, then Landlord shall have the right to perform any such obligations as it
deems necessary at Tenant's sole cost and expense, and any time required by
Landlord to complete such obligations shall be considered a period of holding
over and the terms of this Paragraph 25 shall apply. The provisions of this
Paragraph 25 shall survive any expiration or earlier termination of this Lease.

                                  26.  DEFAULT

A.   Events of Default.  The occurrence of any of the following shall constitute
an event of default on the part of Tenant:

     (1)  Abandonment.  Abandonment or vacation of the Premises for a continuous
     period in excess of five (5) days without providing prior written notice to
     Landlord.  Tenant waives any right to notice Tenant may have under Section
     1951.3 of the Civil Code of the State of California, the terms of this
     Paragraph 26.A. being deemed such notice to Tenant as required by said
     Section 1951.3.

     (2)  Nonpayment of Rent.  Failure to pay any installment of Rent or any
     other amount due and payable hereunder upon the date when said payment is
     due, as to which time is of the essence.

     (3)  Other Obligations.  Failure to perform any obligation, agreement or
     covenant under this Lease other than those matters specified in
     subparagraphs (1) and (2) of this Paragraph 26.A., and in Paragraphs 8, 16,
     18 and 25, such failure continuing for fifteen (15) days after written
     notice of such failure, as to which time is of the essence.

     (4)  General Assignment.  A general assignment by Tenant for the benefit of
     creditors.

     (5)  Bankruptcy.  The filing of any voluntary petition in bankruptcy by
     Tenant, or the filing of an involuntary petition by Tenant's creditors,
     which involuntary petition remains undischarged for a period of thirty (30)
     days.  If under applicable law, the trustee in bankruptcy or Tenant has the
     right to affirm this Lease and continue to perform the obligations of
     Tenant hereunder, such trustee or Tenant shall, in such time period as may
     be permitted by the bankruptcy court having jurisdiction, cure all defaults
     of Tenant hereunder outstanding as of the date of the affirmance of this
     Lease and provide to Landlord such adequate assurances as may be necessary
     to ensure Landlord of the continued performance of Tenant's obligations
     under this Lease.

     (6)  Receivership.  The employment of a receiver to take possession of
     substantially all of Tenant's assets or the Premises, if such appointment
     remains undismissed or undischarged for a period of fifteen (15) days after
     the order therefor.

     (7)  Attachment. The attachment, execution or other judicial seizure of all
     or substantially all of Tenant's assets or Tenant's leasehold of the
     Premises, if such attachment or other seizure remains undismissed or
     undischarged for a period of fifteen (15) days after the levy thereof.

     (8)  Insolvency. The admission by Tenant in writing of its inability to pay
     its debts as they become due.

B.   Remedies Upon Default.

     (1)  Termination.  In the event of the occurrence of any event of default,
     Landlord shall have the right to give a written termination notice to
     Tenant, and on the date specified in such notice, Tenant's right to
     possession shall terminate, and this Lease shall terminate unless on or
     before such date all Rent in arrears and all costs and expenses incurred by
     or on behalf of Landlord hereunder shall have been paid by Tenant and all
     other events of default of this Lease by Tenant at the time existing shall
     have been fully remedied to the satisfaction of Landlord.  At any time
     after such termination, Landlord may recover possession of the Premises or
     any part thereof and expel and remove therefrom Tenant and any other person
     occupying the same, including any subtenant or subtenants notwithstanding
     Landlord's consent to any sublease, by any lawful means, and again
     repossess and enjoy the Premises without prejudice to any of the remedies
     that Landlord may have under this Lease, or at law or equity by any reason
     of Tenant's default or of such termination.  Landlord hereby reserves the
     right, but shall not have the obligation, to recognize the continued
     possession of any subtenant.  The delivery or surrender to Landlord by or
     on behalf of Tenant of keys, entry codes, or other means to bypass security
     at the Premises shall not terminate this Lease.

     (2)  Continuation After Default.  Even though an event of default may have
     occurred, this Lease shall continue in effect for so long as Landlord does
     not terminate Tenant's right to possession under Paragraph 26.B.(1) hereof.
     Landlord shall have the remedy described in California Civil Code Section
     1951.4 ("Landlord may continue this Lease in effect after Tenant's breach
     and abandonment and recover Rent as it becomes due, if Tenant has the right
     to sublet or assign, subject only to reasonable limitations"), or any
     successor code section.  Accordingly, if Landlord does not elect to
     terminate this Lease on account of any event of default by Tenant, Landlord
     may enforce all of Landlord's rights and remedies under this Lease,
     including the right to recover Rent as it becomes due.  Acts of
     maintenance, preservation or efforts to lease the Premises or the
     appointment of a receiver under application of Landlord to protect
     Landlord's interest under this Lease or other entry by Landlord upon the
     Premises shall not constitute an election to terminate Tenant's right to
     possession.

                                       20
<PAGE>

     (3)  Increased Security Deposit.  If Tenant is in default under Paragraph
     26.A.(2) hereof and such default remains uncured for ten (10) days after
     such occurrence or such default occurs more than three times in any twelve
     (12) month period, Landlord may require that Tenant increase the Security
     Deposit to the amount of three times the current month's Rent at the time
     of the most recent default.

C.   Damages After Default.  Should Landlord terminate this Lease pursuant to
the provisions of Paragraph 26.B.(1) hereof, Landlord shall have the rights and
remedies of a Landlord provided by Section 1951.2 of the Civil Code of the State
of California, or any successor code sections.  Upon such termination, in
addition to any other rights and remedies to which Landlord may be entitled
under applicable law or at equity, Landlord shall be entitled to recover from
Tenant: (1) the worth at the time of award of the unpaid Rent and other amounts
which had been earned at the time of termination, (2) the worth at the time of
award of the amount by which the unpaid Rent and other amounts that would have
been earned after the date of termination until the time of award exceeds the
amount of such Rent loss that Tenant proves could have been reasonably avoided;
(3) the worth at the time of award of the amount by which the unpaid Rent and
other amounts for the balance of the Term after the time of award exceeds the
amount of such Rent loss that the Tenant proves could be reasonably avoided; and
(4) any other amount and court costs necessary to compensate Landlord for all
detriment proximately caused by Tenant's failure to perform Tenant's obligations
under this Lease or which, in the ordinary course of things, would be likely to
result therefrom.  The "worth at the time of award" as used in (1) and (2) above
shall be computed at the Applicable Interest Rate (defined below).  The "worth
at the time of award" as used in (3) above shall be computed by discounting such
amount at the Federal Discount Rate of the Federal Reserve Bank of San Francisco
at the time of award plus one percent (1%).  If this Lease provides for any
periods during the Term during which Tenant is not required to pay Base Rent or
if Tenant otherwise receives a Rent concession, then upon the occurrence of an
event of default, Tenant shall owe to Landlord the full amount of such Base Rent
or value of such Rent concession, plus interest at the Applicable Interest Rate,
calculated from the date that such Base Rent or Rent concession would have been
payable.

D.   Late Charge.  In addition to its other remedies, Landlord shall have the
right without notice or demand to add to the amount of any payment required to
be made by Tenant hereunder, and which is not paid and received by Landlord on
or before the first day of each calendar month, an amount equal to five percent
(5%) of the delinquent amount, or $150.00, whichever amount is greater, for each
month or portion thereof that the delinquency remains outstanding to compensate
Landlord for the loss of the use of the amount not paid and the administrative
costs caused by the delinquency, the parties agreeing that Landlord's damage by
virtue of such delinquencies would be extremely difficult and impracticable to
compute and the amount stated herein represents a reasonable estimate thereof.
Any waiver by Landlord of any late charges or failure to claim the same shall
not constitute a waiver of other late charges or any other remedies available to
Landlord.

E.   Interest.  Interest shall accrue on all sums not paid when due hereunder at
the lesser of eighteen percent (18%) per annum or the maximum interest rate
allowed by law ("Applicable Interest Rate") from the due date until paid.

F.   Remedies Cumulative.  All of Landlord's rights, privileges and elections or
remedies are cumulative and not alternative, to the extent permitted by law and
except as otherwise provided herein.

G.   Replacement of Statutory Notice Requirements.  When this Lease requires
service of a notice, that notice shall replace rather than supplement any
equivalent or similar statutory notice, including any notice required by
California Code of Civil Procedure Section 1161 or any similar or successor
statute.  When a statute requires service of a notice in a particular manner,
service of that notice (or a similar notice required by this Lease) in the
manner required by this Paragraph 26 shall replace and satisfy the statutory
service-of-notice procedures, including those required by California Code of
Civil Procedure Section 1162 or any similar or successor statute.

                                   27.  LIENS

Tenant shall at all times keep the Premises and the Project free from liens
arising out of or related to work or services performed, materials or supplies
furnished or obligations incurred by or on behalf of Tenant or in connection
with work made, suffered or done by or on behalf of Tenant in or on the Premises
or Project.  If Tenant shall not, within ten (10) days following the imposition
of any such lien, cause the same to be released of record by payment or posting
of a proper bond, Landlord shall have, in addition to all other remedies
provided herein and by law, the right, but not the obligation, to cause the same
to be released by such means as Landlord shall deem proper, including payment of
the claim giving rise to such lien.  All sums paid by Landlord on behalf of
Tenant and all expenses incurred by Landlord in connection therefor shall be
payable to Landlord by Tenant on demand with interest at the Applicable Interest
Rate as Additional Rent.  Landlord shall have the right at all times to post and
keep posted on the Premises any notices permitted or required by law, or which
Landlord shall deem proper, for the protection of Landlord, the Premises, the
Project and any other party having an interest therein, from mechanics' and
materialmen's liens, and Tenant shall give Landlord not less than ten (10)
business days prior written notice of the commencement of any work in the
Premises or Project which could lawfully give rise to a claim for mechanics' or
materialmen's liens to permit Landlord to post and record a timely notice of
non-responsibility, as Landlord may elect to proceed or as the law may from time
to time provide, for which purpose, if Landlord shall so determine, Landlord may
enter the Premises.  Tenant shall not remove any such notice posted by Landlord
without Landlord's consent, and in any event not before completion of the work
which could lawfully give rise to a claim for mechanics' or materialmen's liens.

                               28.  SUBSTITUTION

                            (Intentionally omitted)

                                       21
<PAGE>

                           29.  TRANSFERS BY LANDLORD

In the event of a sale or conveyance by Landlord of the Building or a
foreclosure by any creditor of Landlord, the same shall operate to release
Landlord from any liability upon any of the covenants or conditions, express or
implied, herein contained in favor of Tenant, to the extent required to be
performed after the passing of title to Landlord's successor-in-interest.  In
such event, Tenant agrees to look solely to the responsibility of the successor-
in-interest of Landlord under this Lease with respect to the performance of the
covenants and duties of "Landlord" to be performed after the passing of title to
Landlord's successor-in-interest.  This Lease shall not be affected by any such
sale and Tenant agrees to attorn to the purchaser or assignee.  Landlord's
successor(s)-in-interest shall not have liability to Tenant with respect to the
failure to perform any of the obligations of "Landlord," to the extent required
to be performed prior to the date such successor(s)-in-interest became the owner
of the Building.

              30.  RIGHT OF LANDLORD TO PERFORM TENANT'S COVENANTS

All covenants and agreements to be performed by Tenant under any of the terms of
this Lease shall be performed by Tenant at Tenant's sole cost and expense and
without any abatement of Rent.  If Tenant shall fail to pay any sum of money,
other than Base Rent, required to be paid by Tenant hereunder or shall fail to
perform any other act on Tenant's part to be performed hereunder, including
Tenant's obligations under Paragraph 11 hereof, and such failure shall continue
for fifteen (15) days after notice thereof by Landlord, in addition to the other
rights and remedies of Landlord, Landlord may make any such payment and perform
any such act on Tenant's part.  In the case of an emergency, no prior
notification by Landlord shall be required.  Landlord may take such actions
without any obligation and without releasing Tenant from any of Tenant's
obligations.  All sums so paid by Landlord and all incidental costs incurred by
Landlord and interest thereon at the Applicable Interest Rate, from the date of
payment by Landlord, shall be paid to Landlord on demand as Additional Rent.

                                  31.  WAIVER

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

                                 32.  NOTICES

Each provision of this Lease or of any applicable governmental laws, ordinances,
regulations and other requirements with reference to sending, mailing, or
delivery of any notice or the making of any payment by Landlord or Tenant to the
other shall be deemed to be complied with when and if the following steps are
taken:

A.   Rent.  All Rent and other payments required to be made by Tenant to
Landlord hereunder shall be payable to Landlord at Landlord's Remittance Address
set forth in the Basic Lease Information, or at such other address as Landlord
may specify from time to time by written notice delivered in accordance
herewith.  Tenant's obligation to pay Rent and any other amounts to Landlord
under the terms of this Lease shall not be deemed satisfied until such Rent and
other amounts have been actually received by Landlord.

B.   Other.  All notices, demands, consents and approvals which may or are
required to be given by either party to the other hereunder shall be in writing
and either personally delivered, sent by commercial overnight courier, mailed,
certified or registered, postage prepaid or sent by facsimile with confirmed
receipt (and with an original sent by commercial overnight courier), and in each
case addressed to the party to be notified at the Notice Address for such party
as specified in the Basic Lease Information or to such other place as the party
to be notified may from time to time designate by at least fifteen (15) days
notice to the notifying party.  Notices shall be deemed served upon receipt or
refusal to accept delivery.  Tenant appoints as its agent to receive the service
of all default notices and notice of commencement of unlawful detainer
proceedings the person in charge of or apparently in charge of occupying the
Premises at the time, and, if there is no such person, then such service may be
made by attaching the same on the main entrance of the Premises.

C.   Required Notices.  Tenant shall immediately notify Landlord in writing of
any notice of a violation or a potential or alleged violation of any Regulation
that relates to the Premises or the Project, or of any inquiry, investigation,
enforcement or other action that is instituted or threatened by any governmental
or regulatory agency against Tenant or any other occupant of the Premises, or
any claim that is instituted or threatened by any third party that relates to
the Premises or the Project.

                             33.  ATTORNEYS' FEES

If Landlord places the enforcement of this Lease, or any part thereof, or the
collection of any Rent due, or to become due hereunder, or recovery of
possession of the Premises in the hands of an attorney, Tenant shall pay to
Landlord, upon demand, Landlord's reasonable attorneys' fees and court costs,
whether incurred at trial, appeal or review.  In any action which Landlord or
Tenant brings to enforce its

                                       22
<PAGE>

respective rights hereunder, the unsuccessful party shall pay all costs incurred
by the prevailing party including reasonable attorneys' fees, to be fixed by the
court, and said costs and attorneys' fees shall be a part of the judgment in
said action.

                          34.  SUCCESSORS AND ASSIGNS

This Lease shall be binding upon and inure to the benefit of Landlord, its
successors and assigns, and shall be binding upon and inure to the benefit of
Tenant, its successors, and to the extent assignment is approved by Landlord as
provided hereunder, Tenant's assigns.

                              35.  FORCE MAJEURE

If performance by a party of any portion of this Lease is made impossible by any
prevention, delay, or stoppage caused by strikes, lockouts, labor disputes, acts
of God, inability to obtain services, labor, or materials or reasonable
substitutes for those items, government actions, civil commotions, fire or other
casualty, or other causes beyond the reasonable control of the party obligated
to perform, performance by that party for a period equal to the period of that
prevention, delay, or stoppage is excused.  Tenant's obligation to pay Rent,
however, is not excused by this Paragraph 35.

                          36.  SURRENDER OF PREMISES

Tenant shall, upon expiration or sooner termination of this Lease, surrender the
Premises to Landlord in the same condition as existed on the date Tenant
originally took possession thereof, including, but not limited to, all interior
walls cleaned, all interior painted surfaces repainted in the original color,
all holes in walls repaired, all carpets shampooed and cleaned, all HVAC
equipment in operating order and in good repair, and all floors cleaned, waxed,
and free of any Tenant-introduced marking or painting, all to the reasonable
satisfaction of Landlord.  Tenant shall remove all of its debris from the
Project.  At or before the time of surrender, Tenant shall comply with the terms
of Paragraph 12.A. hereof with respect to Alterations to the Premises and all
other matters addressed in such Paragraph.  If the Premises are not so
surrendered at the expiration or sooner termination of this Lease, the
provisions of Paragraph 25 hereof shall apply.  All keys to the Premises or any
part thereof shall be surrendered to Landlord upon expiration or sooner
termination of the Term.  Tenant shall give written notice to Landlord at least
thirty (30) days prior to vacating the Premises and shall meet with Landlord for
a joint inspection of the Premises at the time of vacating, but nothing
contained herein shall be construed as an extension of the Term or as a consent
by Landlord to any holding over by Tenant.  In the event of Tenant's failure to
give such notice or participate in such joint inspection, Landlord's inspection
at or after Tenant's vacating the Premises shall conclusively be deemed correct
for purposes of determining Tenant's responsibility for repairs and restoration.
Any delay caused by Tenant's failure to carry out its obligations under this
Paragraph 36 beyond the term hereof, shall constitute unlawful and illegal
possession of Premises under Paragraph 25 hereof.

                           37.  HAZARDOUS MATERIALS

A.   General Restrictions.  Tenant shall conduct its business and shall cause
each Tenant Party to act in such a manner as to (a) not release or permit the
release of any Hazardous Material in, under, on or about the Premises or
Project, or (b) not use, store, generate, treat, discharge, disperse, handle,
manufacture, transport or dispose of (collectively, "Handle") any Hazardous
Materials (other than incidental amounts of customary cleaning and office
supplies) in or about the Premises or Project without the prior written consent
of Landlord, which consent Landlord may withhold in its sole and absolute
discretion ("Hazardous Materials Consent Requirements").  "Hazardous Material"
means any hazardous, explosive, radioactive or toxic substance, material or
waste which is or becomes regulated by any local, state or federal governmental
authority or agency, including, without limitation, any material or substance
which is (i) defined or listed as a "hazardous waste," "extremely hazardous
waste," "restricted hazardous waste," "hazardous substance," "hazardous
material," "pollutant" or "contaminant" under any Regulation, (ii) petroleum or
petroleum derivative, (iii) a flammable explosive, (iv) a radioactive material
or waste, (v) a polychlorinated biphenyl, (vi) asbestos or asbestos containing
material, (vii) infectious waste, or (viii) a carcinogen.

B.   Required Disclosures.  Prior to Tenant (and at least five (5) days prior to
any assignee or any subtenant of Tenant) taking possession of any part of the
Premises, and on each anniversary of the Term Commencement Date (each such date
is hereinafter referred to as a "Disclosure Date"), until and including the
first Disclosure Date occurring after the expiration or sooner termination of
this Lease, Tenant shall disclose to Landlord in writing the names and amounts
of all Hazardous Materials, or any combination thereof, which were Handled on,
in, under or about the Premises or Project for the twelve (12) month period
prior to such Disclosure Date, or which Tenant intends to Handle on, under or
about the Premises during the twelve (12) month period following the Disclosure
Date by executing and delivering to Landlord a "Hazardous Materials
Questionnaire", in the form attached hereto as Exhibit D (as updated and
                                               ---------
modified by Landlord, from time to time).  Tenant's disclosure obligations under
this Paragraph 37.B shall include a requirement that, to the extent any
information contained in a Hazardous Materials Questionnaire previously
delivered by Tenant shall become inaccurate in any material respect, Tenant
shall immediately deliver to Landlord a new updated Hazardous Materials
Questionnaire.


C.   Additional Obligations.  If any Hazardous Materials shall be released into
the environment comprising or surrounding the Project in connection with the
acts, omissions or operations of Tenant or any Tenant Party, Tenant shall at its
sole expense promptly prepare a remediation plan therefor consistent with
applicable Regulations and recommended industry practices (and approved by
Landlord and all governmental agencies having jurisdiction) to fully remediate
such release, and thereafter shall prosecute the remediation plan so approved to
completion with all reasonable diligence and to the satisfaction of Landlord and
applicable governmental agencies.  If

                                       23
<PAGE>

any Hazardous Materials are Handled in, under, on or about the Premises during
the Term, or if Landlord determines in good faith that any release of any
Hazardous Material or violation of Hazardous Materials Regulations may have
occurred in, on, under or about the Premises during the Term, Landlord may
require Tenant to at Tenant's sole expense, (i) retain a qualified environmental
consultant reasonably satisfactory to Landlord to conduct a reasonable
investigation (an "Environmental Assessment") of a nature and scope reasonably
approved in writing in advance by Landlord with respect to the existence of any
Hazardous Materials in, on, under or about the Premises and providing a review
of all Hazardous Materials activities of Tenant and the Tenant Parties, and (ii)
provide to Landlord a reasonably detailed, written report, prepared in
accordance with the institutional real estate standards, of the Environmental
Assessment.

D.   Indemnity. Tenant shall indemnify, defend (by counsel reasonably acceptable
to Landlord), protect and hold Landlord harmless from and against any and all
claims, liabilities, losses, costs, loss of rents, liens, damages, injuries or
expenses (including attorneys' and consultants' fees and court costs), demands,
causes of action, or judgments directly or indirectly arising out of or related
to the use, generation, storage, release, or disposal of Hazardous Materials by
Tenant or any of Tenant's Parties in, on, under or about the Premises, the
Building or the Project or surrounding land or environment, which indemnity
shall include, without limitation, damages for personal or bodily injury,
property damage, damage to the environment or natural resources occurring on or
off the Premises, losses attributable to diminution in value or adverse effects
on marketability, the cost of any investigation, monitoring, government
oversight, repair, removal, remediation, restoration, abatement, and disposal,
and the preparation of any closure or other required plans, whether such action
is required or necessary prior to or following the expiration or earlier
termination of this Lease.  Neither the consent by Landlord to the use,
generation, storage, release or disposal of Hazardous Materials nor the strict
compliance by Tenant with all laws pertaining to Hazardous Materials shall
excuse Tenant from Tenant's obligation of indemnification pursuant to this
Paragraph 37.D.  Tenant's obligations pursuant to the foregoing indemnity shall
survive the expiration or earlier termination of this Lease.

Landlord shall indemnify, defend and hold Tenant harmless from and against any
and all claims, judgments, damages, penalties, fines, costs, liabilities or
losses, including without limitation reasonable attorneys' fees and costs,
arising out of any Hazardous Material in, on or about the Project or the
Premises which was created, handled, placed, stored, used, transported or
disposed of by Landlord or by Landlord's employees or representatives in
violation of applicable Regulations, excluding, however, any Hazardous Material
whose presence was caused by Tenant or any Tenant's Parties.  Landlord's
obligations pursuant to the foregoing indemnity shall survive the expiration or
earlier termination of this Lease.


                              38.  MISCELLANEOUS

A.   General.  The term "Tenant" or any pronoun used in place thereof shall
indicate and include the masculine or feminine, the singular or plural number,
individuals, firms or corporations, and their respective successors, executors,
administrators and permitted assigns, according to the context hereof.

B.   Time.  Time is of the essence regarding this Lease and all of its
provisions.

C.   Choice of Law.  This Lease shall in all respects be governed by the laws of
the State of California.

D.   Entire Agreement.  This Lease, together with its Exhibits, addenda and
attachments and the Basic Lease Information, contains all the agreements of the
parties hereto and supersedes any previous negotiations.  There have been no
representations made by the Landlord or understandings made between the parties
other than those set forth in this Lease and its Exhibits, addenda and
attachments and the Basic Lease Information.

E.   Modification.  This Lease may not be modified except by a written
instrument signed by the parties hereto.  Tenant accepts the area of the
Premises as specified in the Basic Lease Information as the approximate area of
the Premises for all purposes under this Lease, and acknowledges and agrees that
no other definition of the area (rentable, usable or otherwise) of the Premises
shall apply.  Tenant shall in no event be entitled to a recalculation of the
square footage of the Premises, rentable, usable or otherwise, and no
recalculation, if made, irrespective of its purpose, shall reduce Tenant's
obligations under this Lease in any manner, including without limitation the
amount of Base Rent payable by Tenant or Tenant's Proportionate Share of the
Building and of the Project.

F.   Severability.  If, for any reason whatsoever, any of the provisions hereof
shall be unenforceable or ineffective, all of the other provisions shall be and
remain in full force and effect.

G.   Recordation.  Tenant shall not record this Lease or a short form memorandum
hereof.

H.   Examination of Lease.  Submission of this Lease to Tenant does not
constitute an option or offer to lease and this Lease is not effective otherwise
until execution and delivery by both Landlord and Tenant.

I.   Accord and Satisfaction.  No payment by Tenant of a lesser amount than the
total Rent due nor any endorsement on any check or letter accompanying any check
or payment of Rent shall be deemed an accord and satisfaction of full payment of
Rent, and Landlord may accept such payment without prejudice to Landlord's right
to recover the balance of such Rent or to pursue other remedies.  All offers by
or on behalf of Tenant of accord and satisfaction are hereby rejected in
advance.

                                       24
<PAGE>

J.   Easements.  Landlord may grant easements on the Project and dedicate for
public use portions of the Project without Tenant's consent; provided that no
such grant or dedication shall materially interfere with Tenant's Permitted Use
of the Premises.  Upon Landlord's request, Tenant shall execute, acknowledge and
deliver to Landlord documents, instruments, maps and plats necessary to
effectuate Tenant's covenants hereunder.

K.   Drafting and Determination Presumption.  The parties acknowledge that this
Lease has been agreed to by both the parties, that both Landlord and Tenant have
consulted with attorneys with respect to the terms of this Lease and that no
presumption shall be created against Landlord because Landlord drafted this
Lease.  Except as otherwise specifically set forth in this Lease, with respect
to any consent, determination or estimation of Landlord required or allowed in
this Lease or requested of Landlord, Landlord's consent, determination or
estimation shall be given or made solely by Landlord in Landlord's good faith
opinion, whether or not objectively reasonable.  If Landlord fails to respond to
any request for its consent within the time period, if any, specified in this
Lease, Landlord shall be deemed to have disapproved such request.

L.   Exhibits.  The Basic Lease Information, and the Exhibits, addenda and
attachments attached hereto are hereby incorporated herein by this reference and
made a part of this Lease as though fully set forth herein.

M.   No Light, Air or View Easement.  Any diminution or shutting off of light,
air or view by any structure which may be erected on lands adjacent to or in the
vicinity of the Building shall in no way affect this Lease or impose any
liability on Landlord.

N.   No Third Party Benefit.  This Lease is a contract between Landlord and
Tenant and nothing herein is intended to create any third party benefit.

O.   Quiet Enjoyment.  Upon payment by Tenant of the Rent, and upon the
observance and performance of all of the other covenants, terms and conditions
on Tenant's part to be observed and performed, Tenant shall peaceably and
quietly hold and enjoy the Premises for the term hereby demised without
hindrance or interruption by Landlord or any other person or persons lawfully or
equitably claiming by, through or under Landlord, subject, nevertheless, to all
of the other terms and conditions of this Lease.  Landlord shall not be liable
for any hindrance, interruption, interference or disturbance by other tenants or
third persons, nor shall Tenant be released from any obligations under this
Lease because of such hindrance, interruption, interference or disturbance.

P.   Counterparts.  This Lease may be executed in any number of counterparts,
each of which shall be deemed an original.

Q.   Multiple Parties.  If more than one person or entity is named herein as
Tenant, such multiple parties shall have joint and several responsibility to
comply with the terms of this Lease.

R.   Prorations.  Any Rent or other amounts payable to Landlord by Tenant
hereunder for any fractional month shall be prorated based on a month of 30
days.  As used herein, the term "fiscal year" shall mean the calendar year or
such other fiscal year as Landlord may deem appropriate.

                          39.  ADDITIONAL PROVISIONS

A.   Term Commencement Date.

(1)  For the portion of the Premises depicted on Exhibit B comprising the
Building A Premises, the Term Commencement Date (the "Building A Term
Commencement Date") shall be the later of (i) March 31, 2000, or (ii) the date
on which the Building A Premises are delivered by Landlord to Tenant.

(2)  For the portion of the Premises depicted on Exhibit B comprising the
Building B Premises, the Term Commencement Date (the "Building B Term
Commencement Date") shall be the date Landlord delivers possession of the
Building B Premises to Tenant. Rent for the Building B Premises only shall
commence sixty (60) days from such date that Landlord delivers possession of the
Building B Premises to Tenant.

(3)  For the portion of the Premises depicted on Exhibit B comprising the
Building C Premises, the Term Commencement Date (the "Building C Term
Commencement Date") shall be the later of (1) July 1, 2000, or (ii) the date on
which the Building C Premises are delivered by Landlord to Tenant.

The Building A Term Commencement Date, Building B Term Commencement Date and the
Building C Term Commencement Date are sometimes collectively referred to herein
as the "Term Commencement Date."

B.   Use.  In addition to and without limiting any of the provisions of this
     ----
     Paragraph and Paragraph 37 of this Lease, Tenant agrees to strictly comply
     with the following:

     (a)  Use of Toxic Material.  Except for the use, keeping, storage or
          ---------------------
disposal by Tenant of normal and ordinary types and amounts of Toxic Materials
normally used by similar type tenants renting similar type space, which use,
keeping, storage or disposal shall

                                       25
<PAGE>

at all times be in full compliance with all Toxic Material Laws (as hereinafter
defined), Tenant shall not cause or permit any Toxic Materials to be brought
upon, kept or used in or about the Premises, the Building or the Project by
either Tenant or any of its agents, employees, contractors, licensees, invitees,
sublessees or assignees without the prior written consent of the Landlord.

     (b)  Compliance with Laws.  In addition to all other obligations of Tenant
          --------------------
under the Lease, Tenant shall comply, at its sole cost, with all federal, state
and local laws, statutes, ordinances, codes, regulations and orders
(collectively, the "Toxic Materials Laws") relating to the receiving, handling,
use, storage, accumulation, transportation, generation, spillage, migration,
discharge, release and disposal of any flammable, combustible, explosive,
infectious, corrosive, caustic, irritant, strong sensitizing, carcinogenic or
radioactive materials, hazardous wastes, hazardous substances, toxic substances
or related materials used by Tenant.  Such materials and substances are
hereinafter collectively referred to as "Toxic Materials".  Tenant shall become
aware of the content of such Toxic Materials Laws and all other Toxic Materials
Laws regulating Toxic Materials as enforced by, but not limited to, the Santa
Clara County Health Department, California Regional Water Quality Control Board,
California Department of Health Services and all city, county, state and federal
offices enforcing regulations concerning occupational safety and health.  It
shall be the sole obligation of Tenant to obtain any permits and approvals
required pursuant to the Toxic Materials Laws.

     (c)  Indemnity.  Tenant shall be solely responsible for and shall
          ---------
indemnify, protect, defend and hold harmless Landlord and its agents, employees,
representatives, shareholders, directors and officers and Stanford and its
trustees, directors, officers, faculty, employees, students, agents and
affiliated organizations (collectively hereinafter referred to as the
"Indemnitees") from and against any and all claims, costs, penalties, fines,
losses (including, without limitation, (1) diminution in value of the Premises,
the Building or the Project; (2) damages for the loss or restriction on use of
rentable or usable space or of any amenity of the Premises, the Building or the
Project; (3) all costs incurred in connection with any investigation of site
conditions, cleanup, remediation, removal or restoration work required by any
federal, state or local governmental agency or political subdivision or by
Stanford or any mortgagee of Landlord; and (4) sums paid in settlement of
claims, attorneys' fees, consultant fees and expert fees, liabilities, damages,
injuries, causes of action, judgments and expenses which arise during or after
the term of the Lease as a result of the receiving, handling, use, storage,
accumulation, transportation, generation, spillage, migration, discharge,
release or disposal of Toxic Materials from, onto, in, upon, under or about the
Premises, the Building or the Project, by Tenant or any of its agents,
employees, contractors, licensees, sublessees, assignees or invitees.  This
indemnification by Tenant under this Paragraph  shall survive the expiration or
termination of the Lease.

     (d)  Notices and Consent.  Tenant shall immediately provide Landlord with
          -------------------
telephonic notice, which shall later be confirmed by written notice, of any and
all accumulation, spillage, discharge, release or disposal of Toxic Materials
onto or within the Premises, the Building or the Project and any injuries or
damages resulting directly or indirectly therefrom.  Further, Tenant shall
deliver to Landlord each and every notice or order received from governmental
agencies concerning Toxic Materials or the possession, handling, release, use,
migration, generation, accumulation, transportation, storage, spillage and/or
disposal thereof promptly upon receipt of each such notice or order.

     (e)  Storage and Use of Toxic Materials.  Tenant shall store in appropriate
          ----------------------------------
leak proof containers, or in any other manner approved or prescribed by Toxic
Materials Laws, any and all Toxic Materials permitted within the Premises
pursuant to the Lease which if discharged or emitted into the atmosphere, upon
the ground or into or on any body of water does or may (1) pollute or
contaminate the same, or (2) adversely affect the (a) health, safety or welfare
of persons, whether on the Premises or elsewhere, or (b) condition use or
enjoyment of the Premises, the Building or the Project, or any real or personal
property whether on the Premises, within the Building or the Project or anywhere
else, or (c) the Premises or any of the improvements thereto or thereon or the
Building or the Project.

     (f)  Disposal of Toxic Materials.  Notwithstanding anything to the contrary
          ---------------------------
contained in this Paragraph 4 or any other provision of the Lease, Tenant shall
not dispose of any Toxic Materials regardless of the quantity or concentration
within the drains and plumbing facilities within the Premises, the Building or
the Project or other property of the Landlord.  The disposal of Toxic Materials
shall be in approved containers and removed from the Premises only by duly
licensed carriers.  If Tenant becomes aware of or suspects the presence of any
Toxic Material existing within or coming onto the Premises, the Building or the
Project or of any release of a Toxic Material that has come to be located on or
beneath the Premises, the Building or the Project, other than as disclosed to
Tenant by Landlord, Tenant shall immediately give written notice of such
condition to Landlord as required by California Health and Safety Code 25359.7
and any other applicable Toxic Materials Laws.

     (g)  Safety.  Tenant shall maintain Material Safety and Data Sheets for all
          ------
Toxic Materials brought onto the Premises, the Building or the Project.  Such
information shall be kept current at all times and shall be kept in a place
accessible to Landlord at any time for inspection and in the event of ally
emergency.

     (h)  Fees, Taxes and Fines.  Tenant shall pay, prior to delinquency, any
          ---------------------
and all fees, taxes (including excise taxes) and fines which are charged upon
Tenant's activities related to Toxic Materials, and shall not allow such
obligations to become a lien or charge against the Premises, the Building, the
Project or upon any other property of Landlord.

     (i)  Delivery of Documentation.  Tenant shall deliver to Landlord true and
          -------------------------
correct copies of all permits related to receiving, handling, use, storage,
accumulation, transportation, generation, spillage, migration, discharge,
release or disposal of Toxic Materials used on or about the Premises by Tenant
or any of its agents, employees, contractors, licensees, invitees, sublessees,
or assignees.  Concurrently

                                       26
<PAGE>

with the receipt from any governmental agency, and upon request of Landlord,
Tenant shall provide Landlord with copies of all other reports, plans and
correspondence related thereto.

     (j)  Expiration of Term of Lease.  On or before the expiration of this
          ---------------------------
Lease, Tenant shall take any and all action required to be taken under Toxic
Materials Laws in order to surrender the Premises, including such portions of
the Building and the Project which are subject to this Lease, to Landlord in a
condition which would be completely free of any and all Toxic Materials actually
used by Tenant and attributable solely to such use.


     (k)  Inspections.  Landlord or its agents may inspect the Premises as and
          -----------
when desirable, in its sole discretion, to determine whether Tenant is strictly
complying with the provisions of this paragraph; provided, however, that such
inspections shall not unreasonably disrupt Tenant's business operations.

     (l)  Existing Conditions.  Tenant acknowledges that (i) the soil and/or
          -------------------
groundwater underlying the Project contain hazardous substances, including
volatile organic compounds, (ii) the Project is subject to certain orders by the
California Regional Water Quality Control Board, San Francisco Bay Region (the
"Board"), and (iii) Tenant has reviewed, to its satisfaction, an environmental
site assessment report dated August 1993, prepared by EMCOM Associates and
entitled "Phase I Environmental Site Assessment", together with all publicly
available information regarding the environmental condition of such soil and
groundwater, and that Landlord has provided to Tenant an opportunity to review
all other materials in Landlord's possession regarding the environmental
condition of the Project.  Tenant acknowledges that the land underlying the
Premises may be subject to various covenants and restrictions imposed by the
Regional Board, which covenants and restrictions may impose certain limitations
on the use of the Premises, and Tenant covenants to comply with all of the terms
and conditions of any such covenants and restrictions.


C.   Rent.

Subject to the provisions of Paragraph 2.B. and this Paragraph 39, Base Rent,
net of Operating Expenses per Paragraph 7 of this Lease, for the Premises shall
be as follows:


<TABLE>
<S>                                                                             <C>
For the period commencing upon the Building A Premises Term Commencement        $125,159.00 per month plus Operating Expenses per
Date through the day preceding the last occurring of the Term Commencement      Paragraph 7 of this Lease. Operating Expenses for
Dates and with respect only to the Building A Premises:                         calendar year 2000 for the Building A Premises
                                                                                are estimated to be $14,507.00 per month.

For the period commencing sixty (60) days from the Building B Premises          $211,670.00 per month plus Operating Expenses per
Term Commencement Date through the day preceding the last occurring of          Paragraph 7 of this Lease. Operating Expenses for
the Term Commencement Dates and with respect only to the Building B Premises:   calendar year 2000 for the Building B Premises
                                                                                are estimated to be $20,031.00 per month.

For the period commencing upon the Building C Premises Term Commencement        $156,213.00 per month plus Operating Expenses per
Date through the day preceding the last occurring of the Term Commencement      Paragraph 7 of this Lease. Operating Expenses for
Dates and with respect only to the Building C Premises:                         calendar year 2000 for the Building C Premises
                                                                                are estimated to be $10,386.00 per month
</TABLE>

                                       27
<PAGE>

From the last occurring Term Commencement Date, through the twelfth (12/th/)
month thereafter and with respect to the entire Premises:

<TABLE>
<S>                                                                             <C>
                                                                                $493,043.00 in the aggregate per month  (Building
                                                                                A $125,159.00, Building B $211,670.00 and
                                                                                Building C $156,213.00) plus Operating Expenses
                                                                                per Paragraph 7 of this Lease. Operating Expenses
                                                                                for calendar year 2000 for the entire Premises
                                                                                are estimated to be $44,924.00 per month.
                                                                                (Provided that the monthly rent in the amount of
                                                                                $211,670.00 for the Building B Premises shall not
                                                                                be payable for sixty (60) days from the Building
                                                                                B Premises Term Commencement Date).

For Month 13 through Month 24:                                                  $507,834.00 plus Operating Expenses (Provided
                                                                                that the monthly rent in the amount of
                                                                                $217,896.00 for the Building B Premises shall not
                                                                                be payable for sixty (60) days from the Building
                                                                                B Premises Term Commencement Date).

For Month 25: through Month 36:                                                 $523,069.00 plus Operating Expenses

For Month 37 through Month 48:                                                  $538,761.00 plus Operating Expenses

For Month 49 through Month 60:                                                  $554,924.00 plus Operating Expenses

For Month 61 through Month 72:                                                  $571,571.00 plus Operating Expenses

For Month 73 through Month 84:                                                  $588,719.00 plus Operating Expenses

For Month 84 through Month 96:                                                  $606,380.00 plus Operating Expenses

For Month 97 through Month 108:                                                 $624,571.00 plus Operating Expenses

For Month 109 through Term Expiration Date:                                     $643,308.00 plus Operating Expenses
</TABLE>


D.   Early Occupancy of the Building B Premises. Tenant shall have the right to
occupy the Building B Premises commencing on the Building B Term Commencement
Date for purposes of commencing construction of the Tenant Improvements to be
constructed by Tenant pursuant to Exhibit C attached hereto, with all terms and
conditions of this Lease in full force and effect, excluding payment of Rent and
Operating Expenses with respect to the Building B Premises only.

E.   Letter of Credit.

(1)  Delivery of Letter of Credit.  In lieu of depositing a security deposit
     with Landlord, Tenant shall, on execution of this Lease, deliver to
     Landlord and cause to be in effect during the Lease Term an unconditional,
     irrevocable letter of credit ("LOC") in the amount specified for the
     Security Deposit in the Basic Lease Information, as it may be increased as
     provided in this Lease (the "LOC Amount") for an initial term expiring July
     30, 2001 which shall renew automatically from year to year through 30 days
     beyond the expiration date of this Lease or, if Tenant validly exercises
     any extension option granted in this Lease or the parties hereto otherwise
     agree in writing to extend the Term hereof, any extension to the Term.  The
     LOC shall be in a form acceptable to Landlord and shall be issued by an LOC
     bank selected by Tenant and acceptable to Landlord.  The text of the LOC
     shall expressly state that the LOC shall survive the termination of this
     Lease.  An LOC bank is a bank that accepts deposits, maintains accounts,
     has a local office that will negotiate a letter of credit, and the deposits
     of which are insured by the Federal Deposit Insurance Corporation.  Tenant
     shall pay all expenses, points, or fees incurred by Tenant in obtaining the
     LOC.  The LOC shall not be mortgaged, assigned or encumbered in any manner
     whatsoever by Tenant without the prior written consent of Landlord.  Tenant
     acknowledges that Landlord has the right to transfer or mortgage its
     interest in the Project, the Building and in this Lease and Tenant agrees
     that in the event of any such transfer or mortgage, Landlord shall have the
     right to transfer or assign the LOC and/or the LOC Security Deposit (as
     defined below) to the transferee or mortgagee, and in the event of such
     transfer, Tenant shall look solely to such transferee or mortgagee for the
     return of the LOC and/or the LOC Security Deposit.

(2)  Replacement of Letter of Credit.  Tenant may, from time to time, replace
     any existing LOC with a new LOC if the new LOC (a) becomes effective at
     least thirty (30) days before expiration of the LOC that it replaces; (b)
     is in the required LOC amount; (c) is issued by an LOC bank acceptable to
     Landlord; and (d) otherwise complies with the requirements of this
     Paragraph 39.E.

                                       28
<PAGE>

(3)  Landlord's Right to Draw on Letter of Credit. Landlord shall hold the LOC
     as security for the performance of Tenant's obligations under this Lease.
     If, after notice and failure to cure within any applicable period provided
     in this Lease, Tenant defaults on any provision of this Lease, Landlord
     may, without prejudice to any other remedy it has, draw on that portion of
     the LOC necessary to (a) pay Rent or other sum in default; (b) pay or
     reimburse Landlord for any amount that Landlord may spend or become
     obligated to spend in exercising Landlord's rights under Paragraph 30
     (Right of Landlord to Perform Tenant's Covenant); (c) compensate Landlord
     for any expense, loss, or damage that Landlord may suffer because of
     Tenant's default; and/or (d) if this Lease terminates prior to the
     expiration date, compensate Landlord for the cost of any Tenant
     Improvements (as defined in Exhibit C) paid for by Landlord (via any Tenant
     Improvement Allowance (as defined in Exhibit C) or otherwise) and not
     recouped via Base Rent or otherwise, plus the pro rata portion of any
     brokerage commission paid for by Landlord and covering that portion of the
     Term which would have occurred after such premature termination. If Tenant
     fails to renew or replace the LOC at least thirty (30) days before its
     expiration, Landlord may, without prejudice to any other remedy it has,
     draw on the entire amount of the LOC.

(4)  LOC Security Deposit.  Any amount of the LOC that is drawn on by Landlord
     but not applied by Landlord shall be held by Landlord as a security deposit
     (the "LOC Security Deposit") in accordance with Paragraph 19 of this Lease.

(5)  Restoration of Letter of Credit and LOC Security Deposit.  If Landlord
     draws on any portion of the LOC and/or applies all or any portion of such
     draw, Tenant shall, within five (5) business days after demand by Landlord,
     either (a) deposit cash with Landlord in an amount that, when added to the
     amount remaining under the LOC and the amount of any LOC Security Deposit,
     shall equal the LOC Amount then required under this Paragraph 39.E; or (b)
     reinstate the LOC to the full LOC Amount.

(6)  Reduction of Letter of Credit.  Upon the forty-eight (48/th/) month
     following the Building B Premises Term Commencement Date, and on an annual
     basis thereafter and in no event more than one time in a twelve (12) month
     period, Tenant may request in writing that the LOC Amount be reduced in
     accordance with the terms hereof.  In the event that Tenant makes such
     written request to Landlord, Tenant shall deliver to Landlord for review
     Tenant's financial statements prepared in accordance with generally
     accepted accounting principles and audited by a nationally recognized
     public accounting firm acceptable to Landlord, and any other financial
     information requested by Landlord ("Tenant's Financial Information").  If:
     (i) Tenant has a tangible net worth (as described below) in excess of One
     Hundred Fifty Million and No/100 Dollars ($150,000,000.00) as reflected in
     Tenant's Financial Information, which amount shall be determined by
     Landlord to its satisfaction prior to any reduction in the LOC Amount; and
     (ii) Tenant's Financial Information reflects two (2) consecutive calendar
     quarters of profitability, as determined by Landlord, during the time
     period immediately preceding Tenant's request for reduction in the LOC
     Amount, then the LOC Amount may be reduced by an amount equal to Five
     Hundred Thousand and No/100 Dollars ($500,000.00) per twelve (12) month
     period; provided, however, that the LOC Amount shall not at any time be
     reduced below an amount equal to One Million Five Hundred Thousand and
     No/100 Dollars ($1,500,000.00).

     "Tangible net worth" shall be determined by Landlord in its sole discretion
     and shall mean assets less intangible assets and total liabilities, with
     intangible assets including nonmaterial benefits such as goodwill, patents,
     copyrights, and trademarks.  In the event that any of the above described
     reductions to the LOC is made and, subsequently, Tenant fails to meet the
     corresponding profitability and tangible net worth condition precedent for
     a period of thirty (30) days following delivery by Landlord of written
     notice of any such failure, Tenant shall within forty-eight (48) hours,
     increase the face amount of the LOC to an amount equal to the LOC Amount
     existing prior to such reduction.  If Tenant fails to increase the LOC
     Amount as provided above, such failure shall constitute a default hereunder
     (which default shall not be subject to any cure rights afforded anywhere in
     this Lease) and Landlord shall be entitled to draw on the LOC for the full
     LOC Amount and hold such LOC Amount as a Security Deposit in accordance
     with the terms of this Lease.

F.   Option To Renew.  Tenant shall, provided this Lease is in full force and
effect and Tenant is not and has not been in material default under any of the
terms and conditions of this Lease, have one (1) option to renew this Lease for
a term of five (5) years each, for the Premises in "as is" condition and on the
same terms and conditions set forth in this Lease, except as modified by the
terms, covenants and conditions set forth below:

(1)  The option right granted to Tenant hereunder is personal to Tenant and
shall not inure to the benefit of any sublessee or assignee, whether permitted
or otherwise, without the express prior written consent of Landlord in each
instance, which may be withheld in Landlord's sole discretion. If Tenant elects
to exercise such option, then Tenant shall provide Landlord with written notice
no earlier than the date which is 360 days prior to the expiration of the then
current term of this Lease, but no later than 5:00 p.m. (Pacific Standard Time)
on the date which is 270 days prior to the expiration of the then current term
of this Lease. If Tenant fails to provide such notice, Tenant shall have no
further or additional right to extend or renew the term of this Lease.

(2)  The Base Rent in effect at the expiration of the then current term of this
     Lease shall be increased to reflect the current fair market rental for
     comparable space in the Building or Project and in other similar buildings
     in the same rental market as of the date the renewal term is to commence,
     taking into account the specific provisions of this Lease which will remain
     constant, and the Building amenities, location, identity, quality, age,
     condition, term of lease, tenant improvements, services provided, and other
     pertinent items.

                                       29
<PAGE>

(3)  Landlord shall advise Tenant of the new Base Rent for the Premises for the
     applicable renewal term based on Landlord's determination of fair market
     rental value, as well as the terms and conditions for the renewal term, no
     later than fifteen (15) days after receipt of notice of Tenant's exercise
     of its option to renew.

(4)  Landlord and Tenant shall negotiate in good faith to agree on the fair
     market rental value of the Premises and terms and conditions for each
     renewal term.  If Tenant and Landlord are unable to agree on a mutually
     acceptable rental rate for any renewal term within thirty (30) days after
     notification by Landlord to Tenant of Landlord's determination of the new
     Base Rent for the applicable renewal term, but in any event no later than
     the date which is ninety (90) days prior to the expiration of the then
     current term, then on or before such date Landlord and Tenant shall each
     appoint a licensed real estate broker with at least ten (10) year's
     experience in leasing office space in the area in which the Building is
     located to act as arbitrators.  The two (2) arbitrators so appointed shall
     determine the fair market rental value for the Premises for the applicable
     renewal term based on the above criteria and each shall submit his or her
     determination of such fair market rental value to Landlord and Tenant in
     writing, within sixty (60) days after their appointment.

     If the two (2) arbitrators so appointed cannot agree on the fair market
     rental value for the applicable renewal term within such 60-day period, the
     two (2) arbitrators shall within five (5) days thereafter appoint a third
     arbitrator who shall be a licensed real estate broker with at least ten
     (10) year's experience in leasing office space in the area in which the
     Building is located.  The third arbitrator so appointed shall independently
     determine the fair market rental value for the Premises for the renewal
     term within thirty (30) days after appointment, by selecting from the
     proposals submitted by each of the first two arbitrators the one that most
     closely approximates the third arbitrator's determination of such fair
     market rental value.  The third arbitrator shall have no right to adopt a
     compromise or middle ground or any modification of either of the proposals
     submitted by the first two arbitrators.  The proposal chosen by the third
     arbitrator as most closely approximating the third arbitrator's
     determination of the fair market rental value shall constitute the decision
     and award of the arbitrators and shall be final and binding on the parties.

     Each party shall pay the fees and expenses of the arbitrator appointed by
     such party and one-half (1/2) of the fees and expenses of the third
     arbitrator.  Notwithstanding the foregoing, in the event the Base Rent is
     found to be within fifteen percent (15%) of the original rate quoted by
     Landlord, then Tenant shall bear the full cost of the arbitration process.

     If either party fails to appoint an arbitrator, or if either of the first
     two arbitrators fails to submit his or her proposal of fair market rental
     value to the other party, in each case within the time periods set forth
     above, then the decision of the other party's arbitrator shall be
     considered final and binding.

     In the event the third arbitrator fails to present a fair market rental
     value within such 30-day period, then by mutual consent of the Landlord and
     Tenant :

     (a)  the time period will be extended, or

     (b)  If either Landlord or Tenant do not wish to extend the time period, a
          fourth arbitrator shall be selected by the first two arbitrators and a
          new thirty (30) day period shall begin

(5)  Notwithstanding anything to the contrary contained in this Paragraph, in no
event shall the Base Rent for any renewal term be less than the Base Rent in
effect at the expiration of the previous term. In addition, Landlord shall have
no obligation to provide or pay for any tenant improvements or brokerage
commissions during any renewal term.

(6)  Tenant's right to exercise the option to renew under this Paragraph shall
be conditioned upon Tenant occupying the entire Premises and the same not being
occupied by any assignee, subtenant or licensee other than Tenant or its
affiliate at the time of exercise of any option and commencement of the renewal
term. Tenant's exercise of the option to renew shall constitute a representation
by Tenant to Landlord that as of the date of exercise of the option and the
commencement of the renewal term, Tenant does not intend to seek to assign this
Lease in whole or in part, or sublet all or any portion of the Premises.

(7)  Any exercise by Tenant of any option to renew under this Paragraph shall be
irrevocable. If requested by Landlord, Tenant agrees to execute a lease
amendment or, at Landlord's option, a new lease agreement on Landlord's then
standard lease form for the Building, reflecting the foregoing terms and
conditions, prior to the commencement of the renewal term. The option to renew
granted under this Paragraph is not transferable; the parties hereto acknowledge
and agree that they intend that each option to renew this Lease under this
Paragraph shall be "personal" to the specific Tenant named in this Lease and
that in no event will any assignee or sublessee have any rights to exercise such
option to renew.


G.   Ground Lease.  Tenant acknowledges and agrees that Landlord leases the land
underlying the Project pursuant to a ground lease (the "Ground Lease"), under
which Landlord is the lessee and the Board of Trustees of the Leland Stanford
Junior University, a body having corporate powers under the laws of the State of
California  ("Ground Lessor") is the lessor.  Tenant further acknowledges that
this

                                       30
<PAGE>

Lease is subject and subordinate to the Ground Lease. To the extent the same
relates to the Premises, Tenant hereby covenants and agrees to fully perform in
a timely manner all obligations, terms, covenants and conditions imposed upon
Landlord as lessee under the Ground Lease, except for those involving the
payment of "rent" by Landlord as lessee. In the event that Ground Lessor
succeeds to the interest of Landlord under this Lease, Tenant agrees, at the
written request of Ground Lessor, to attorn to Ground Lessor or at the option of
Ground Lessor, to enter into a new lease with Ground Lessor for the balance of
the Term hereof and on substantially the same terms and conditions as are
contained in this Lease.

H.   Tenant's Option to Terminate. Tenant shall have a one-time right to
terminate this Lease, in whole, but not in part, if the tenant currently
occupying the Building A Premises does not execute a Lease termination agreement
agreeing to vacate the Building A Premises on or before March 31, 2000, or if
the tenant currently occupying the Building C Premises does not waive its
holdover rights with respect to such premises, in each case prior to February
15, 2000. Tenant shall execute such termination right by written notice to
Landlord on or before February 20, 2000. In the event of such termination, the
parties shall have no rights or obligations under this Lease except those which
survive the expiration or earlier termination of this Lease.

                                       31
<PAGE>

                            40.  JURY TRIAL WAIVER

EACH PARTY HERETO (WHICH INCLUDES ANY ASSIGNEE, SUCCESSOR HEIR OR PERSONAL
REPRESENTATIVE OF A PARTY) SHALL NOT SEEK A JURY TRIAL, HEREBY WAIVES TRIAL BY
JURY, AND HEREBY FURTHER WAIVES ANY OBJECTION TO VENUE IN THE COUNTY IN WHICH
THE BUILDING IS LOCATED, AND AGREES AND CONSENTS TO PERSONAL JURISDICTION OF THE
COURTS OF THE STATE IN WHICH THE PROPERTY IS LOCATED, IN ANY ACTION OR
PROCEEDING OR COUNTERCLAIM BROUGHT BY ANY PARTY HERETO AGAINST THE OTHER ON ANY
MATTER WHATSOEVER ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS LEASE, THE
RELATIONSHIP OF LANDLORD AND TENANT, TENANT'S USE OR OCCUPANCY OF THE PREMISES,
OR ANY CLAIM OF INJURY OR DAMAGE, OR THE ENFORCEMENT OF ANY REMEDY UNDER ANY
STATUTE, EMERGENCY OR OTHERWISE, WHETHER ANY OF THE FOREGOING IS BASED ON THIS
LEASE OR ON TORT LAW.  EACH PARTY REPRESENTS THAT IT HAS HAD THE OPPORTUNITY TO
CONSULT WITH LEGAL COUNSEL CONCERNING THE EFFECT OF THIS PARAGRAPH 40.  THE
PROVISIONS OF THIS PARAGRAPH 40 SHALL SURVIVE THE EXPIRATION OR EARLIER
TERMINATION OF THIS LEASE.


IN WITNESS WHEREOF, the parties hereto have executed this Lease as of the day
and the year first above written.


            LANDLORD

            Spieker Properties, L.P.,
            a California limited partnership

            By: Spieker Properties, Inc.,
                a Maryland corporation,
                its general partner



                By: /s/ ERIC T. LUHRS
                    __________________________________________
                    Eric T. Luhrs
                    Its:  Vice President, Silicon Valley

            Date:  January ___, 2000

            TENANT

            TIBCO Software, Inc.
            a Delaware corporation


            By: /s/ ROBERT P. STEFANSKI
                ______________________________________________

                Its: EVP, SECRETARY


            By: ______________________________________________

                Its:


            Date:  January 21, 2000

                                       32
<PAGE>

                                   EXHIBIT A
                               Industrial Lease
                             Rules and Regulations

1.   Driveways, sidewalks, halls, passages, exits, entrances, elevators,
     escalators and stairways shall not be obstructed by tenants or used by
     tenants for any purpose other than for ingress to and egress from their
     respective premises. The driveways, sidewalks, halls, passages, exits,
     entrances, elevators and stairways are not for the use of the general
     public and Landlord shall in all cases retain the right to control and
     prevent access thereto by all persons whose presence, in the judgment of
     Landlord, shall be prejudicial to the safety, character, reputation and
     interests of the Building, the Project and its tenants, provided that
     nothing herein contained shall be construed to prevent such access to
     persons with whom any tenant normally deals in the ordinary course of such
     tenant's business unless such persons are engaged in illegal activities. No
     tenant, and no employees or invitees of any tenant, shall go upon the roof
     of any Building, except as authorized by Landlord.

2.   No sign, placard, banner, picture, name, advertisement or notice, visible
     from the exterior of the Premises or the Building or the common areas of
     the Building shall be inscribed, painted, affixed, installed or otherwise
     displayed by Tenant either on its Premises or any part of the Building or
     Project without the prior written consent of Landlord in Landlord's sole
     and absolute discretion. Landlord shall have the right to remove any such
     sign, placard, banner, picture, name, advertisement, or notice without
     notice to and at the expense of Tenant, which were installed or displayed
     in violation of this rule. If Landlord shall have given such consent to
     Tenant at any time, whether before or after the execution of Tenant's
     Lease, such consent shall in no way operate as a waiver or release of any
     of the provisions hereof or of the Lease, and shall be deemed to relate
     only to the particular sign, placard, banner, picture, name, advertisement
     or notice so consented to by Landlord and shall not be construed as
     dispensing with the necessity of obtaining the specific written consent of
     Landlord with respect to any other such sign, placard, banner, picture,
     name, advertisement or notice.

All approved signs or lettering on doors and walls shall be printed, painted,
     affixed or inscribed at the expense of Tenant by a person or vendor
     approved by Landlord and shall be removed by Tenant at the time of vacancy
     at Tenant's expense.

3.   The directory of the Building or Project will be provided exclusively for
     the display of the name and location of tenants only and Landlord reserves
     the right to charge for the use thereof and to exclude any other names
     therefrom.

4.   No curtains, draperies, blinds, shutters, shades, screens or other
     coverings, awnings, hangings or decorations shall be attached to, hung or
     placed in, or used in connection with, any window or door on the Premises
     without the prior written consent of Landlord. In any event with the prior
     written consent of Landlord, all such items shall be installed inboard of
     Landlord's standard window covering and shall in no way be visible from the
     exterior of the Building. All electrical ceiling fixtures hung in offices
     or spaces along the perimeter of the Building must be fluorescent or of a
     quality, type, design, and bulb color approved by Landlord. No articles
     shall be placed or kept on the window sills so as to be visible from the
     exterior of the Building. No articles shall be placed against glass
     partitions or doors which Landlord considers unsightly from outside
     Tenant's Premises.

5.   Each tenant shall be responsible for all persons for whom it allows to
     enter the Building or the Project and shall be liable to Landlord for all
     acts of such persons.

Landlord and its agents shall not be liable for damages for any error concerning
     the admission to, or exclusion from, the Building or the Project of any
     person.

During the continuance of any invasion, mob, riot, public excitement or other
     circumstance rendering such action advisable in Landlord's opinion,
     Landlord reserves the right (but shall not be obligated) to prevent access
     to the Building and the Project during the continuance of that event by any
     means it considers appropriate for the safety of tenants and protection of
     the Building, property in the Building and the Project.

6.   Tenant shall not alter any lock or access device or install a new or
     additional lock or access device or bolt on any door of its Premises,
     without the prior written consent of Landlord. If Landlord shall give its
     consent, Tenant shall in each case furnish Landlord with a key for any such
     lock. Tenant, upon the termination of its tenancy, shall deliver to
     Landlord the keys for all doors which have been furnished to Tenant, and in
     the event of loss of any keys so furnished, shall pay Landlord therefor.

7.   The restrooms, toilets, urinals, wash bowls and other apparatus shall not
     be used for any purpose other than that for which they were constructed and
     no foreign substance of any kind whatsoever shall be thrown into them. The
     expense of any breakage, stoppage, or damage resulting from violation of
     this rule shall be borne by the tenant who, or whose employees or invitees,
     shall have caused the breakage, stoppage, or damage.

8.   Tenant shall not use or keep in or on the Premises, the Building or the
     Project any kerosene, gasoline, or inflammable or combustible fluid or
     material except in strict accordance with the terms of the Lease.

9.   Tenant shall not use, keep or permit to be used or kept in its Premises any
     foul or noxious gas or substance. Tenant shall not allow the Premises to be
     occupied or used in a manner offensive or objectionable to Landlord or
     other occupants of the Building by reason of noise,

                                       33
<PAGE>

     odors and/or vibrations or interfere in any way with other tenants or those
     having business therein, nor shall any animals or birds be brought or kept
     in or about the Premises, the Building, or the Project.

10.  Except with the prior written consent of Landlord, Tenant shall not sell,
     or permit the sale, at retail, of newspapers, magazines, periodicals,
     theater tickets or any other goods or merchandise in or on the Premises,
     nor shall Tenant carry on, or permit or allow any employee or other person
     to carry on, the business of stenography, typewriting or any similar
     business in or from the Premises for the service or accommodation of
     occupants of any other portion of the Building, or the business of a public
     barber shop, beauty parlor, nor shall the Premises be used for any illegal,
     improper, immoral or objectionable purpose, or any business or activity
     other than that specifically provided for in such Tenant's Lease. Tenant
     shall not accept hairstyling, barbering, shoeshine, nail, massage or
     similar services in the Premises or common areas except as authorized by
     Landlord.

11.  If Tenant requires telegraphic, telephonic, telecommunications, data
     processing, burglar alarm or similar services, it shall first obtain, and
     comply with, Landlord's instructions in their installation. The cost of
     purchasing, installation and maintenance of such services shall be borne
     solely by Tenant.

12.  Landlord will direct electricians as to where and how telephone, telegraph
     and electrical wires are to be introduced or installed. No boring or
     cutting for wires will be allowed without the prior written consent of
     Landlord. The location of burglar alarms, telephones, call boxes and other
     office equipment affixed to the Premises shall be subject to the prior
     written approval of Landlord.

13.  Tenant shall not install any radio or television antenna, satellite dish,
     loudspeaker or any other device on the exterior walls or the roof of the
     Building, without Landlord's consent. Tenant shall not interfere with radio
     or television broadcasting or reception from or in the Building, the
     Project or elsewhere.

14.  Tenant shall not mark, or drive nails, screws or drill into the partitions,
     woodwork or drywall or in any way deface the Premises or any part thereof.
     Tenant shall not lay linoleum, tile, carpet or any other floor covering so
     that the same shall be affixed to the floor of its Premises in any manner
     except as approved in writing by Landlord. The expense of repairing any
     damage resulting from a violation of this rule or the removal of any floor
     covering shall be borne by the tenant by whom, or by whose contractors,
     employees or invitees, the damage shall have been caused.

15.  Tenant shall not place a load upon any floor of its Premises which exceeds
     the load per square foot which such floor was designed to carry or which is
     allowed by law.

Business machines and mechanical equipment belonging to Tenant which cause noise
     or vibration that may be transmitted to the structure of the Building or to
     any space therein to such a degree as to be objectionable to Landlord or to
     any tenants in the Building shall be placed and maintained by Tenant, at
     Tenant's expense, on vibration eliminators or other devices sufficient to
     eliminate noise or vibration. The persons employed to move such equipment
     in or out of the Building must be acceptable to Landlord.

16.  Each tenant shall store all its trash and garbage within the interior of
     the Premises or as otherwise directed by Landlord from time to time. Tenant
     shall not place in the trash boxes or receptacles any personal trash or any
     material that may not or cannot be disposed of in the ordinary and
     customary manner of removing and disposing of trash and garbage in the
     city, without violation of any law or ordinance governing such disposal.

17.  Canvassing, soliciting, distribution of handbills or any other written
     material and peddling in the Building and the Project are prohibited and
     each tenant shall cooperate to prevent the same. No tenant shall make room-
     to-room solicitation of business from other tenants in the Building or the
     Project, without the written consent of Landlord.

18.  Landlord shall have the right, exercisable without notice and without
     liability to any tenant, to change the name and address of the Building and
     the Project.

19.  Landlord reserves the right to exclude or expel from the Project any person
     who, in Landlord's judgment, is under the influence of alcohol or drugs or
     who commits any act in violation of any of these Rules and Regulations.

20.  Without the prior written consent of Landlord, Tenant shall not use the
     name of the Building or the Project or any photograph or other likeness of
     the Building or the Project in connection with, or in promoting or
     advertising, Tenant's business except that Tenant may include the
     Building's or Project's name in Tenant's address.

21.  Tenant shall comply with all safety, fire protection and evacuation
     procedures and regulations established by Landlord or any governmental
     agency.

22.  Tenant assumes any and all responsibility for protecting its Premises from
     theft, robbery and pilferage, which includes keeping doors locked and other
     means of entry to the Premises closed.

23.  Landlord reserves the right to designate the use of the parking spaces on
     the Project. Tenant or Tenant's guests shall park between designated
     parking lines only, and shall not occupy two parking spaces with one car.
     No trucks, truck tractors, trailers or fifth wheel are

                                       34
<PAGE>

     allowed to be parked anywhere at any time within the Project other than in
     Tenant's own truck dock well. Vehicles in violation of the above shall be
     subject to tow-away, at vehicle owner's expense. Vehicles parked on the
     Project overnight without prior written consent of the Landlord shall be
     deemed abandoned and shall be subject to tow-away at vehicle owner's
     expense. No tenant of the Building shall park in visitor or reserved
     parking areas or loading areas. Any tenant found parking in such designated
     visitor or reserved parking areas or loading areas or unauthorized areas
     shall be subject to tow-away at vehicle owner's expense. The parking areas
     shall not be used to provide car wash, oil changes, detailing, automotive
     repair or other services unless otherwise approved or furnished by
     Landlord. Tenant will from time to time, upon the request of Landlord,
     supply Landlord with a list of license plate numbers of vehicles owned or
     operated by its employees or agents.

24.  No Tenant is allowed to unload, unpack, pack or in any way manipulate any
     products, materials or goods in the common areas of the Project including
     the parking and driveway areas of the Project. All products, goods and
     materials must be manipulated, handled, kept, and stored within the
     Tenant's Premises and not in any exterior areas, including, but not limited
     to, exterior dock platforms, against the exterior of the Building, parking
     areas and driveway areas of the Project. Tenant also agrees to keep the
     exterior of the Premises clean and free of nails, wood, pallets, packing
     materials, barrels and any other debris produced from their operation. All
     products, materials and goods are to enter and exit the Premises by being
     loaded or unloaded through dock high doors into trucks and or trailers,
     over dock high loading platforms into trucks and or trailers or loaded or
     unloaded into trucks and or trailers within the Premises through grade
     level door access.

25.  Tenant shall be responsible for the observance of all of the foregoing
     Rules and Regulations by Tenant's employees, agents, clients, customers,
     invitees and guests.

26.  These Rules and Regulations are in addition to, and shall not be construed
     to in any way modify, alter or amend, in whole or in part, the terms,
     covenants, agreements and conditions of any lease of any premises in the
     Project.

27.  Landlord may waive any one or more of these Rules and Regulations for the
     benefit of any particular tenant or tenants, but no such waiver by Landlord
     shall be construed as a waiver of such Rules and Regulations in favor of
     any other tenant or tenants, nor prevent Landlord from thereafter enforcing
     any such Rules and Regulations against any or all tenants of the Building.



Landlord reserves the right to make such other and reasonable rules and
regulations as in its judgment may from time to time be needed for safety and
security, for care and cleanliness of the Building and the Project and for the
preservation of good order therein. Tenant agrees to abide by all such Rules and
Regulations herein stated and any additional rules and regulations which are
adopted.

                                       35
<PAGE>

                                   Exhibit B
                                   ---------

                                       36
<PAGE>

                                   EXHIBIT C

                          LEASE IMPROVEMENT AGREEMENT
                          ---------------------------

          This Lease Improvement Agreement ("Improvement Agreement") sets forth
the terms and conditions relating to construction of the initial tenant
improvements described in the Plans to be prepared and approved as provided
below (the "Tenant Improvements") in the Building B Premises. Capitalized terms
used but not otherwise defined herein shall have the meanings set forth in the
Lease (the "Lease") to which this Improvement Agreement is attached and forms a
part.

1.   Base Building Work. (Intentionally omitted)
     ------------------

2.   Plans and Specifications.
     ------------------------

           2.1  Tenant shall retain the services of a space planner mutually
     satisfactory to Tenant and Landlord (the "Space Planner") to prepare a
     detailed space plan (the "Space Plan") mutually satisfactory to Landlord
     and Tenant for the construction of the Tenant Improvements in the Building
     B Premises. Tenant shall submit the Space Plan and any proposed revisions
     thereto to Landlord for Landlord's approval.

           2.2 Based on the approved Space Plan, Tenant shall cause the Space
     Planner to prepare detailed plans, specifications and working drawings
     mutually satisfactory to Landlord and Tenant for the construction of the
     Tenant Improvements (the "Plans"). Landlord and Tenant shall diligently
     pursue the preparation of the Plans. Tenant shall submit the Plans and any
     proposed revisions thereto, including the estimated cost of the Tenant
     Improvements. All necessary revisions to the Space Plan and the Plans shall
     be made within two (2) business days after Landlord's response thereto.
     This procedure shall be repeated until Landlord ultimately approves the
     Space Plan and Plans. Landlord shall approve or disapprove the Plans and
     any proposed revisions thereto, including the estimated cost of the Tenant
     Improvements, in writing within three (3) business days after receipt
     thereof. If Landlord fails to approve or disapprove the Space Plan or the
     Plans or any revisions thereto within the time limits specified herein,
     Landlord shall be deemed to have disapproved the same.

           2.3  Tenant shall be responsible for ensuring that the Plans are
     compatible with the design, construction and equipment of the Building,
     comply with applicable Regulations and the Standards (defined below), and
     contain all such information as may be required to show locations, types
     and requirements for all heat loads, people loads, floor loads, power and
     plumbing, regular and special HVAC needs, telephone communications,
     telephone and electrical outlets, lighting, light fixtures and related
     power, and electrical and telephone switches, B.T.U. calculations,
     electrical requirements and special receptacle requirements. The Plans
     shall also include mechanical, electrical, plumbing, structural and
     engineering drawings mutually satisfactory to Landlord and Tenant which
     shall be prepared by an engineer/architect mutually satisfactory to Tenant
     and Landlord. Notwithstanding Landlord's preparation, review and approval
     of the Space Plan and the Plans and any revisions thereto, Landlord shall
     have no responsibility or liability whatsoever for any errors or omissions
     contained in the Space Plan or Plans or any revisions thereto, or to verify
     dimensions or conditions, or for the quality, design or compliance with
     applicable Regulations of any improvements described therein or constructed
     in accordance therewith. Tenant hereby waives all claims against Landlord
     relating to, or arising out of the design or construction of, the Tenant
     Improvements.

           2.4  Landlord may approve or disapprove the Space Plan or Plans or
     any proposed revision thereto submitted to Landlord in Landlord's sole
     discretion. Landlord shall not be deemed to have approved the Space Plan,
     the Plans, or any proposed revisions thereto, unless approved by Landlord
     in writing. Landlord shall approve or disapprove any Space Plan, Plans or
     proposed revisions thereto submitted to Landlord for Landlord's approval
     within five (5) business days after Landlord's receipt thereof. If Landlord
     has not approved in writing any Space Plan, Plans, or proposed revisions
     thereto submitted to Landlord within five (5) business days after
     Landlord's receipt thereof, Landlord shall be deemed to have disapproved
     the same.

3.   Specifications for Standard Tenant Improvements.
     -----------------------------------------------

           3.1  Specifications and quantities of standard building components
     which will comprise and be used in the construction of the Tenant
     Improvements ("Standards") are set forth in Schedule 2 to this Exhibit C.
     As used herein, "Standards" or "Building Standards" shall mean the
     standards for a particular item selected from time to time by Landlord for
     the Building, including those set forth on Schedule 2 of this Exhibit C, or
     such other standards of equal or better quality as may be mutually agreed
     between Landlord and Tenant in writing.

           3.2  No deviations from the Standards are permitted.

4.   Tenant Improvement Cost.
     -----------------------

                                       37
<PAGE>

           4.1  The cost of the Tenant Improvements shall be paid for by Tenant,
                without limitation, the cost of: Standards; space plans and
                studies; architectural and engineering fees; permits, approvals
                and other governmental fees; labor, material, equipment and
                supplies; construction fees and other amounts payable to
                contractors or subcontractors; taxes; off-site improvements; and
                preparation of the Building B Premises for construction of the
                Tenant Improvements; taxes; filing and recording fees; premiums
                for insurance and bonds; attorneys' fees; financing costs; and
                all other costs expended or to be expended in the construction
                of the Tenant Improvements, including those costs incurred for
                construction of elements of the Tenant Improvements in the
                Building B Premises, which construction was performed by
                Landlord prior to the execution of the Lease or for materials
                comprising the Tenant Improvements which were purchased by
                Landlord prior to the execution of the Lease; and an
                administration fee of five percent (5%) in the total cost of the
                Tenant Improvements.

           4.2  Provided Tenant is not in default under the Lease, including
                this Improvement Agreement, Landlord shall contribute a one-time
                tenant improvement allowance not to exceed Two Hundred Seven
                Thousand Five Hundred Twenty and No/100 Dollars ($207,520.00)
                ("Tenant Improvement Allowance") toward the cost of the initial
                Tenant Improvements. Provided Tenant is not then in default
                under the Lease, including this Improvement Agreement, Landlord
                shall disburse the Tenant Improvement Allowance to Tenant upon
                completion of construction of the Tenant Improvements and
                expiration of the time for filing of any mechanics' liens
                claimed or which might be filed on account of any work ordered
                by Tenant or its contractor or any subcontractor, and upon
                receipt by Landlord of a certificate of completion executed by
                the Space Planner and Tenant's contractor, and unconditional
                mechanics' lien releases (which mechanics' lien releases shall
                be executed by the subcontractors, labor suppliers and
                materialmen in addition to Tenant's contractor), in each case in
                form and substance satisfactory to Landlord, and all appropriate
                bills and supporting documentation for the work ordered by
                Tenant or its contractor or any subcontractor.

           4.3  In the event the cost of the design and construction of the
                Tenant exceeds the Tenant Improvement Allowance, Tenant shall
                pay such excess cost. No credit shall be given to Tenant if the
                cost of the Tenant Improvements is less than the Tenant
                Improvement Allowance.

5.   Construction of Tenant Improvements.
     -----------------------------------

           5.1  Within ten (10) days after Tenant's and Landlord's approval of
     the Plans including the estimate of the cost of the Tenant Improvements,
     Tenant shall cause the contractor to proceed to secure a building permit
     and commence construction of the Tenant Improvements provided that the
     Building has in Landlord's discretion reached the stage of construction
     where it is appropriate to commence construction of the Tenant Improvements
     in the Building B Premises.

           5.2  Tenant shall be responsible for obtaining all governmental
     approvals to the full extent necessary for the construction and
     installation of the Tenant Improvements and for Tenant's occupancy of the
     Building B Premises, in compliance with all applicable Regulations. Tenant
     shall employ a contractor mutually satisfactory to Tenant and Landlord as
     the contractor, or such other contractor or contractors as approved by
     Landlord in writing to construct the Tenant Improvements in conformance
     with the approved Space Plan and Plans. The construction contracts between
     Tenant and the approved contractor shall be subject to Landlord's prior
     reasonable approval and shall provide for progress payments. The
     contractor(s) shall be duly licensed and Landlord's approval of the
     contractor(s) shall be conditioned, among other things, upon the
     contractor's reputation for quality of work, timeliness of performance,
     integrity and Landlord's prior experience with such contractor.

           5.3  Without limiting the provisions of Paragraph 35 of the Lease,
     Landlord shall not be liable for any direct or indirect damages suffered by
     Tenant as a result of delays in construction beyond Landlord's reasonable
     control, including, but not limited to, delays due to strikes or
     unavailability of materials or labor, or delays caused by Tenant (including
     delays by the Space Planner, the contractor or anyone else performing
     services on behalf of Landlord or Tenant).

           5.4  All work to be performed on the Building B Premises by Tenant or
     Tenant's contractor or agents shall be subject to the following conditions:

                   (a)  Such work shall proceed upon Landlord's written approval
     of Tenant's contractor, and public liability and property damage insurance
     carried by Tenant's contractor, and shall further be subject to the
     provisions of Paragraphs 12 and 27 of the Lease.

                   (b)  All work shall be done in conformity with a valid
     building permit when required, a copy of which shall be furnished to
     Landlord before such work is commenced, and in any case, all such work
     shall be performed in a good and workmanlike and first-class manner, and in
     accordance with all applicable Regulations and the requirements and
     standards of any insurance underwriting board, inspection bureau or
     insurance carrier insuring the Building B Premises pursuant to the Lease.
     Notwithstanding any failure by Landlord to object to any such work,
     Landlord shall have no responsibility for Tenant's failure to comply with
     all applicable Regulations. Tenant shall be responsible for ensuring that
     construction and installation of the Tenant Improvements will not affect
     the structural integrity of the Building.

                                       38
<PAGE>

                   (c)  If required by Landlord or any lender of Landlord, all
     work by Tenant or Tenant's contractor shall be done with union labor in
     accordance with all union labor agreements applicable to the trades being
     employed.

                   (d)  Landlord or Landlord's agents shall have the right to
     inspect the construction of the Tenant Improvements by Tenant during the
     progress thereof. If Landlord shall give notice of faulty construction or
     any other deviation from the approved Space Plan or Plans, Tenant shall
     cause its contractor to make corrections promptly. However, neither the
     privilege herein granted to Landlord to make such inspections, nor the
     making of such inspections by Landlord, shall operate as a waiver of any
     right of Landlord to require good and workmanlike construction and
     improvements erected in accordance with the approved Space Plan or Plans.

                   (e)  Tenant shall cause its contractor to complete the Tenant
     Improvements as soon as reasonably possible.

                   (f)  Tenant's construction of the Tenant Improvements shall
     comply with the following: (i) the Tenant Improvements shall be constructed
     in strict accordance with the approved Space Plan or Plans; (ii) Tenant's
     and its contractor shall submit schedules of all work relating to the
     Tenant Improvements to Landlord for Landlord's approval within two (2)
     business days following the selection of the contractor and the approval of
     the Plans. Landlord shall within five (5) business days after receipt
     thereof inform Tenant of any changes which are necessary and Tenant's
     contractor shall adhere to such corrected schedule; and (iii) Tenant shall
     abide by all rules made by Landlord with respect to the use of freight,
     loading dock, and service elevators, storage of materials, coordination of
     work with the contractors of other tenants, and any other matter in
     connection with this Improvement Agreement, including, without limitation,
     the construction of the Tenant Improvements.

                   (g)  Tenant or Tenant's contractor or agents shall arrange
     for necessary utility, hoisting and elevator service with Landlord's
     contractor and shall pay such reasonable charges for such services as may
     be charged by Tenant's or Landlord's contractor.

                   (h)  Tenant's entry to the Building B Premises for any
     purpose, including, without limitation, inspection or performance of Tenant
     construction by Tenant's agents, prior to the date Tenant's obligation to
     pay rent commences shall be subject to all the terms and conditions of the
     Lease except the payment of Rent. Tenant's entry shall mean entry by
     Tenant, its officers, contractors, licensees, agents, servants, employees,
     guests, invitees, or visitors.

                   (i)  Tenant shall promptly reimburse Landlord upon demand for
     any reasonable expense actually incurred by the Landlord by reason of
     faulty work done by Tenant or its contractors or by reason of any delays
     caused by such work, or by reason of inadequate clean-up.

                   (j)  Tenant hereby indemnifies and holds Landlord harmless
     with respect to any and all costs, losses, damages, injuries and
     liabilities relating in any way to any act or omission of Tenant or
     Tenant's contractor or agents, or anyone directly or indirectly employed by
     any of them, in connection with the Tenant Improvements and any breach of
     Tenant's obligations under this Improvement Agreement, or in connection
     with Tenant's non-payment of any amount arising out of the Tenant
     Improvements. Such indemnity by Tenant, as set forth above, shall also
     apply with respect to any and all costs, losses, damages, injuries, and
     liabilities related in any way to Landlord's performance or any ministerial
     acts reasonably necessary (i) to permit Tenant to complete the Tenant
     Improvements, and (ii) to enable Tenant to obtain any building permit or
     certificate of occupancy for the Building B Premises.

                   (k)  Tenant's contractor and the subcontractors utilized by
     Tenant's contractor shall guarantee to Tenant and for the benefit of
     Landlord that the portion of the Tenant Improvements for which it is
     responsible shall be free from any defects in workmanship and materials for
     a period of not less than one (1) year from the date of completion thereof.
     Each of Tenant's contractor and the subcontractors utilized by Tenant's
     contractor shall be responsible for the replacement or repair, without
     additional charge, of all work done or furnished in accordance with its
     contract that shall become defective within one (1) year after the later to
     occur of (i) completion of the work performed by such contractor of
     subcontractors and (ii) the Term Commencement Date. The correction of such
     work shall include, without additional charge, all additional expenses and
     damages incurred in connection with such removal or replacement of all or
     any part of the Tenant Improvements, and/or the Building and/or common
     areas that may be damaged or disturbed thereby. All such warranties or
     guarantees as to materials or workmanship of or with respect to the Tenant
     Improvements shall be contained in the construction contract or subcontract
     and shall be written such that such guarantees or warranties shall inure to
     the benefit of both Landlord and Tenant, as their respective interests may
     appear, and can be directly enforced by either. Tenant covenants to give to
     Landlord any assignment or other assurances which may be necessary to
     effect such rights of direct enforcement.

                   (l)  Commencing upon the execution of the Lease, Tenant shall
     hold weekly meetings at a reasonable time with the Space Planner and the
     contractor regarding the progress of the preparation of the Plans and the
     construction of the Tenant Improvements, which meetings shall be held at a
     location designated by Tenant, and Landlord and/or its agents shall receive
     prior notice of, and shall have the right to attend, all such meetings, and
     upon Landlord's request, certain of Tenant's contractors shall attend such
     meetings. One such meeting each month shall include the review of
     contractor's current request for payment.

                   (m)  Tenant and Tenant's contractors and all other parties
     performing work on the Building B Premises on Tenant's behalf shall comply
     with the each of the Building rules and regulations as described in the
     Lease and with the contractor

                                       39
<PAGE>

     rules and regulations, attached hereto as Schedule 3. Tenant shall be
     liable for any violation of the Building or the contractor rules and
     regulations by Tenant's contractors or any other party performing work on
     the Building B Premises on Tenant's behalf.

6.   Insurance Requirements.
     -----------------------

          6.1  All of Tenant's contractors shall carry worker's compensation
     insurance covering all of their respective employees, and shall also carry
     public liability insurance, including property damage, all with limits, in
     form and with companies as are required to be carried by Tenant as set
     forth in Paragraph 8 of the Lease.

          6.2  Tenant shall carry "Builder's All Risk" insurance in an amount
     approved by Landlord covering the construction of the Tenant Improvements,
     and such other insurance as Landlord may require, it being understood and
     agreed that the Tenant Improvements shall be insured by Tenant pursuant to
     Paragraph 8 of the Lease immediately upon completion thereof. Such
     insurance shall be in amounts and shall include such extended coverage
     endorsements as may be reasonably required by Landlord including, but not
     limited to, the requirement that all of Tenant's contractors shall carry
     excess liability and Products and Completed Operation coverage insurance,
     each in amounts not less than $500,000 per incident, $1,000,000 in
     aggregate, and in form and with companies as are required to be carried by
     Tenant as set forth in Paragraph 8 of the Lease.

          6.3  Certificates for all insurance carried pursuant to this
     Improvement Agreement must comply with the requirements of Paragraph 8 of
     the Lease and shall be delivered to Landlord before the commencement of
     construction of the Tenant Improvements and before the contractor's
     equipment is moved onto the site. In the event the Tenant Improvements are
     damaged by any cause during the course of the construction thereof, Tenant
     shall immediately repair the same at Tenant's sole cost and expense.
     Tenant's contractors shall maintain all of the foregoing insurance coverage
     in force until the Tenant Improvements are fully completed and accepted by
     Landlord, except for any Product and Completed Operation Coverage insurance
     required by Landlord, which is to be maintained for ten (10) years
     following completion of the work and acceptance by Landlord and Tenant. All
     policies carried under this Paragraph 6 shall insure Landlord and Tenant,
     as their interests may appear, as well as the contractors. All insurance
     maintained by Tenant's contractors shall preclude subrogation claims by the
     insurer against anyone insured thereunder. Such insurance shall provide
     that it is primary insurance as respects the owner and that any other
     insurance maintained by owner is excess and noncontributing with the
     insurance required hereunder. Landlord may, in its discretion, require
     Tenant to obtain a lien and completion bond or some alternate form of
     security satisfactory to Landlord in an amount sufficient to ensure the
     lien-free completion of the Tenant Improvements and naming Landlord as a
     co-obligee.

7.   Completion and Rental Commencement Date.
     ---------------------------------------

          7.1  Tenant's obligation to pay Rent under the Lease shall commence on
     the Scheduled Term Commencement Date and the Scheduled Term Commencement
     Date shall be the Term Commencement Date notwithstanding anything to the
     contrary contained in Paragraph 2 of the Lease. However, except as
     otherwise provided herein, Landlord Delays (as defined below) shall extend
     the Term Commencement Date, but only in the event that substantial
     completion of the Tenant Improvements is actually delayed beyond sixtieth
     (60th) day after the date Landlord delivers possession of the Building B
     Premises to Tenant, despite Tenant's best efforts to adapt and compensate
     for such delays. In addition, no Landlord Delays shall be deemed to have
     occurred unless Tenant has provided notice, in compliance with the Lease,
     to Landlord specifying that a delay shall be deemed to have occurred
     because of actions, inactions or circumstances specified in the notice in
     reasonable detail. If such actions, inactions or circumstances are not
     cured by Landlord within one (1) business day after receipt of such notice
     ("Count Date"), and if such actions, inaction or circumstances otherwise
     qualify as a Landlord Delay, then a Landlord Delay shall be deemed to have
     occurred commencing as of the Count Date. The Term Commencement Date shall
     be extended by one day for each day from the Count Date that a Landlord
     Delay has occurred, as calculated as provided above. The term "Landlord
     Delays," as such term may be used in this Improvement Agreement, shall mean
     any actual delays in the completion of the Tenant Improvements which are
     due to any act or omission of Landlord, its agents or contractors. Landlord
     Delays shall include but not be limited to: (i) delays in the giving of
     authorizations or approvals by Landlord beyond the periods provided in this
     Improvement Agreement, (ii) delays due to the acts or failures to act, of
     Landlord, its agents or contractors, where such acts or failures to act are
     required by the terms of this Improvement Agreement and actually result in
     a delay of the completion of the Tenant Improvements beyond the sixtieth
     (60th) day after the date Landlord delivers possession of the Building B
     Premises to Tenant, provided that Tenant acts in a commercially reasonable
     manner to mitigate any such delay, and (iii) delays due to the unreasonable
     interference of Landlord, its agents or contractors with the completion of
     the Tenant Improvements. Notwithstanding anything to the contrary contained
     in this Improvement Agreement or in the Lease, if a Landlord Delay does
     occur but the Building B Premises is substantially complete on or before
     sixtieth (60th) day after the date Landlord delivers possession of the
     Building B Premises to Tenant, then the Term Commencement Date shall not be
     extended and shall be the date described in Paragraph 39.A of the Lease. In
     the event a Landlord Delay shall not occur, then the Term Commencement Date
     shall be the date described in Paragraph 39.A of the Lease.

          7.2  Within ten (10) days after completion of construction of the
     Tenant Improvements, Tenant shall cause a Notice of Completion to be
     recorded in the office of the Recorder of the county in which the Building
     is located in accordance with Section 3093 of the Civil Code of the State
     of California or any successor statute, and shall furnish a copy thereof to
     Landlord upon such recordation. If Tenant fails to do so, Landlord may
     execute and file the same on behalf of Tenant as Tenant's agent for such
     purpose, at Tenant's sole cost and expense. At the conclusion of
     construction, (i) Tenant shall cause the Space Planner and the contractor
     (i) to

                                       40
<PAGE>

     update the approved working drawings as necessary to reflect all changes
     made to the approved working drawings during the course of construction,
     (ii) to certify to the best of their knowledge that the "record-set" of as-
     built drawings are true and correct, which certification shall survive the
     expiration or termination of the Lease, and (c) to deliver to Landlord two
     (2) sets of copies of such record set of drawings within ninety (90) days
     following issuance of a certificate of occupancy for the Building B
     Premises, and (iii) Tenant shall deliver to Landlord a copy of all
     warranties, guarantees, and operating manuals and information relating to
     the improvements, equipment, and systems in the Building B Premises.

          7.3  A default under this Improvement Agreement shall constitute a
     default under the Lease, and the parties shall be entitled to all rights
     and remedies under the Lease in the event of a default hereunder by the
     other party (notwithstanding that the Term thereof has not commenced).

          7.4  Without limiting the "as-is" provisions of the Lease, except for
     the Base Building Work to be constructed by Landlord pursuant to this
     Improvement Agreement, Tenant accepts the Building B Premises in its "as-
     is" condition and acknowledges that it has had an opportunity to inspect
     the Building B Premises prior to signing the Lease.



                                       41
<PAGE>

                                  SCHEDULE 1

                                 TO EXHIBIT C

                              BASE BUILDING WORK


                                     NONE

                                       42
<PAGE>

                                  SCHEDULE 2

                                 TO EXHIBIT C

                       CONTRACTOR RULES AND REGULATIONS
                       --------------------------------

General Requirements for Building Construction Work

--------------------------------------------------------------------------------

Intent

The intent of these General Requirements is to communicate Spieker Properties
general performance expectations and requirements of contractors performing work
in our projects. While these requirements may not cover all specific project
requirements, or may not apply to all projects, they are intended to communicate
a basic overall methodology for doing construction work in Spieker Properties
projects.

                                  Preliminary
                                  -----------

1.   All work performed shall be performed by union signatory general contractor
     utilizing all union labor and must comply with all applicable rules,
     regulations, and codes of the building, city, state, and federal
     governmental agencies having jurisdiction. The General Contractor will file
     drawings and secure all required permits prior to beginning work, unless
     circumstances require earlier construction commencement, as directed by the
     Owner's architect. All construction within the leased premises shall
     conform to applicable sections of California Title 24 Standards and the
     American with Disabilities Act (ADA).

2.   All work shall be performed during regular business hours (7:00 A.M. - 6:00
     P.M.), Monday through Friday, with the exception of work types listed
     below. All building system operations will be maintained in normal
     operation, and will not be adversely impacted by construction work, unless
     specifically authorized by a Project Management representative. The
     contractor shall communicate requests to the Management Office 24 hours in
     advance of any required interruption of any building services.

          Exceptions - The following work is required to be performed on an
          overtime or off-hours basis: core drilling, nailing of tackless carpet
          stripping, spray painting of any lacquer or other volatile or odor
          creating substances, and any type of concrete chipping. Any scheduling
          requests for these types of off-hours work must be approved and
          authorized by the Management Office prior to performance any of work.

3.   All contractors must supply Certificate(s) of Insurance naming Spieker
     Properties, L.P. as additionally insured prior to the start of any
     construction. Insurance certificates and copies of permits, as required,
     must be provided to Project Management prior to the commencement of any
     work.

4.   Contractors representative will meet with Project Management representative
     prior to beginning contracted work, to review the scope of construction
     work, construction methods, these general requirements, any additional
     project specific requirements, and any potential impact to the satisfactory
     on-going operation of building services.

5.   The contractor will coordinate proper parking locations for construction
     personnel with Project Management prior to starting construction, to avoid
     impacting our tenants parking availability.

Project Area Access


1.   Access to project buildings, parking structures, suites, etc. will be
     coordinated in advance with Project Office. No installed access control or
     security system will be over ridden or bypassed for any reason, or at any
     time. All construction personnel will be limited to those areas for which
     they have been given specific access.


2.   Access to all electrical closets, telephone closets, mechanical rooms, and
     suites must be coordinated in advance through the Project Office.
     Electrical, telephone, and other equipment rooms will be kept closed and
     locked when they are not physically occupied.

                                      43
<PAGE>

During Work Performance

1.   Upon the start of construction, the contractor will provide walk-off mats
     at all entrances to the construction area(s) from stairwells (if used) and
     entrances to all elevators.

2.   Contractors shall maintain cleanliness throughout; do not clutter or block
     hallways, exits, elevator lobby, electrical or telephone rooms. Building
     fire rated doors will not be propped open, removed, or their door closures
     disconnected. Nor will elevator doors be propped or jammed open to prevent
     the automatic function of it's timed door actuators. Contractors are
     required to utilize the freight elevator only! Where a freight elevator is
     not available, Project Management will designate the appropriate elevator
     for contractor use. Where available, elevator protective pads will be used
     whenever moving materials or equipment in the elevator. Contractors are
     responsible for all damage they cause and clean-up.


3.   Building electrical closets will not, at any time, or for any reason, be
     utilized for the storage of any construction project materials or trash, as
     such storage constitutes a violation of prevailing fire codes.


4.   All material deliveries, and debris removal, must be made as expeditiously
     as possible so as to not have these vehicles blocking accesses to / from
     the building. The contractor, at contractor expense must remove all
     construction debris from the building. Building trash dumpsters are not to
     be utilized for the disposal of construction project debris, as these are
     provided for tenant use. As may be required, Contractor will make
     arrangements for delivery of a debris box for his use. The Project Office
     will approve an appropriate location for the debris box while it is on the
     project. Delivery or removal of large amounts of material is to be done
     after normal business hours with 24-hr. prior approval of the Project
     Manager.

5.   The contractor is responsible for taking the following precautions / steps
     to protect the satisfactory on-going operation of all building systems and
     tenant operations:

        . Covering HVAC supply and return duct openings to protect from
          construction dirt / dust being spread to other areas of the building
          or into the HVAC equipment / system. This can be accomplished by
          sealing off, covering with filtering media, or other Project
          Management approved method.

        . Coordinate with Project Manager prior to construction to have fire
          sprinkler systems isolated, smoke detectors disabled, or alarm systems
          de-activated for periods as may be necessary. Contractor will protect
          those smoke detectors or fire sprinkler heads left installed in the
          area, after disabling, by covering them with plastic bags during
          construction.

        . Where electrical components or circuits are removed, contractor will
          ensure full compliance with OSHA required lockout / tagout procedures
          to prevent personal injuries or system outages.

        . Develop the best isolation possible of the construction area to
          contain any dirt, dust, noise or other potential tenant impact which
          may be generated by demo, construction work and clean-up.

6.   Any damage to any project area including but not limited to, parking areas,
     doors, freight elevators, and carpets will be reported to the Project
     Office and repaired by the contractor immediately. Spieker Properties
     reserves the right to remedy any damage at the Contractors expense if the
     damage is not repaired in a timely manner.

7.   No powder-actuated guns are to be used without the specific prior
     authorization of the Project Management Office.

8.   No foreign substances are to be poured down any restroom floor drains, or
     into other restroom fixtures.

9.   All firewall and floor penetrations shall be sleeved and sealed in
     accordance with applicable fire code, using only approved, UL listed, fire
     stop materials. All firestop installations must be reviewed and approved by
     the Project Manager prior to closing the associated area of work.

10.  All electrical panel and circuit breaker labeling will be performed in
     accordance with acceptable industry methods, or as may be directed by
     Project Management.

11.  Contractor will notify the Management Office at least 48 hours in advance
     of construction completion. A walk-through and punch list will be developed
     for each job.

12.  Smoking is prohibited in all buildings, and parking garages, at all times.

                                      44
<PAGE>

13.  The Contractor is responsible for ensuring, on an on-going basis, that
     common areas, work space, and construction use restrooms are thoroughly
     cleaned upon completion of work, including trash and material disposal,
     removal of all noise and dust shielding materials installed at beginning of
     project, windows cleaned, etc.

14.  The Project Office is to be notified immediately should any emergency
     develop, any building system or operation be impacted, or any aspect of the
     construction effort impact any tenant.

Safety / Compliance

1.   General Contractor is responsible for ensuring jobsite safety compliance.
     This includes the work force as well as anyone entering the construction
     area. Protective barricades will be placed as required to ensure general
     area safety. Material Safety Data Sheets (MSDS) for all materials to be
     used on the jobsite must be provided to the Project Manager for review
     prior to bringing the materials into the project. The contractor will
     further ensure that a copy of each MSDS is available at the jobsite
     whenever a specific material is in use.

2.   No welding, burning, or cutting with an open flame will be performed
     without prior notification to the Project Office so that appropriate
     actions may be taken with fire alarm systems and fire sprinkler systems.
     Appropriate fire extinguishers will be immediately available at all times.

3.   The contractor is responsible for ensuring that all of their sub-
     contractors are aware, and in compliance, with these general requirements.

Materials

1.   The contractor shall contact the Management Office at the start of
     construction for instructions on building keying, specific hardware and
     other standards, as may be applicable, unless this coordination is
     accomplished through hardware submittals. All permanent keying will be
     provided through the Management Office.

2.   All HVAC, electrical, plumbing, fire alarm system, fire sprinkler, building
     control and lighting components installed will be of Building Standard
     manufacture, unless noted as otherwise on the approved plans and
     specifications. This includes but is not limited to thermostats, controls,
     diffusers, lighting fixtures, switches, lamps, relays, smoke detectors,
     fire sprinkler heads, sprinkler flow switches, manual pull stations,
     indicator horns / strobes, etc.

                              Project Completion
                              ------------------

1.   Upon completion of project, contractor will perform a full air balance of
     any installed or modified HVAC systems, providing one copy of each air
     balance report to the Management Office.

2.   Upon completion of project, a completed test report (witnessed by a Fire
     Department representative as required) will be provided to the Project
     Management Office for all fire sprinkler or fire alarm systems having been
     impacted by any aspect of the construction work.

3.   Upon completion of construction, one (1) set of as-built prints, and one
     (1) set of as-built sepias, are to be provided to the Management Office.

4.   Contractor will ensure that specific submittals, manufacturers operation
     and maintenance manuals, and applicable manufacturers cut sheets are
     delivered to the Project Office for all equipment or components installed
     in the course of their work. This includes, but is not limited to,
     mechanical equipment, fire alarm system components, fire sprinkler system
     components, HVAC system equipment or components, lighting system
     components, electrical distribution or control components, and any sensing
     or monitoring components.

5.   Upon completion of construction clean inside of all perimeter windows and
     the interior of all lighting fixtures and louvers. Thoroughly clean all
     work areas, common areas where impacted, construction use restrooms, and
     freight elevators. Coordinate construction clean-up schedule with
     Management Office.

                             Building Contact List
                             ---------------------

Any questions or concerns should be directed to:

                                      45
<PAGE>

Project Director        _    ___________________
Building Managers       _    ___________________
Customer Serv. Rep.     _    ___________________
Building Engineer       _    ___________________
Management Office       _    ___________________
Management Office Fax   _    ___________________

                                      46
<PAGE>

                                   EXHIBIT D
                                   ---------

                       HAZARDOUS MATERIALS QUESTIONNAIRE
                       ---------------------------------

This questionnaire is designed to solicit information regarding Tenant's
proposed use, generation, treatment, storage, transfer or disposal of hazardous
or toxic materials, substances or wastes.  If this Questionnaire is attached to
or provided in connection with a lease, the reference herein to any such items
shall include all items defined as "Hazardous Materials," "Hazardous
Substances," "Hazardous Wastes," "Toxic Materials," "Toxic Substances, "Toxic
Wastes," or such similar definitions contained in the lease.  Please complete
the questionnaire and return it to Landlord for evaluation.  If your use of
materials or substances, or generation of wastes is considered to be
significant, further information may be requested regarding your plans for
hazardous and toxic materials management.  Your cooperation in this matter is
appreciated.  If you have any questions, do not hesitate to call us for
assistance.

1. PROPOSED TENANT

   Name (Corporation, Individual, Corporate or Individual DBA, or Public
   Agency): ____________________________________________________________________

   _____________________________________________________________________________

   Standard Industrial Classification Code (SIC): ______________________________

   Street Address:         _____________________________________________________

   City, State, Zip Code:  _____________________________________________________

   Contact Person & Title: _____________________________________________________

   Telephone Number:       (___) ____________  Facsimile Number: (___) _________

2. LOCATION AND ADDRESS OF PROPOSED LEASE

   Street Address:         _____________________________________________________

   City, State, Zip Code:  _____________________________________________________

   Bordering Streets:      _____________________________________________________

   Streets to which Premises has Access: _______________________________________

3. DESCRIPTION OF PREMISES

   Floor Area:             _____________________________________________________

   Number of Parking Spaces: ___________________________________________________

   Date of Original Construction: ______________________________________________

   Past Uses of Premises:  _____________________________________________________

   Dates and Descriptions of Significant Additions, Alterations or Improvements:

   ____________________________________________

                                      D-1
<PAGE>

   _____________________________________________________________________________

   Proposed Additions, Alterations or Improvements, if any: ____________________

4. DESCRIPTION OF PROPOSED PREMISES USE

   Describe proposed use and operation of Premises including (i) services to be
   performed, (ii) nature and types of manufacturing or assembly processes, if
   any, and (iii) the materials or products to be stored at the Premises.

   _____________________________________________________________________________

   _____________________________________________________________________________

   _____________________________________________________________________________

   Will the operation of your business at the Premises involve the use,
   generation, treatment, storage, transfer or disposal of hazardous wastes or
   materials? Do they now? Yes ____ No ____ If the answer is "yes," or if your
   SIC code number is between 2000 to 4000, please complete Section V.

5. PERMIT DISCLOSURE

   Does or will the operation of any facet of your business at the Premises
   require any permits, licenses or plan approvals from any of the following
   agencies?

        U.S. Environmental Protection Agency       Yes ____   No ____

        City or County Sanitation District         Yes ____   No ____

        State Department of Health Services        Yes ____   No ____

        U.S. Nuclear Regulatory Commission         Yes ____   No ____

        Air Quality Management District            Yes ____   No ____

        Bureau of Alcohol, Firearms and Tobacco    Yes ____   No ____

        City or County Fire Department             Yes ____   No ____

        Regional Water Quality Control Board       Yes ____   No ____

        Other Governmental Agencies (if yes,       Yes ____   No ____

        identify: ___________________________)

   If the answer to any of the above is "yes," please indicate permit or license
   numbers, issuing agency and expiration date or renewal date, if applicable.

   _____________________________________________________________________________

                                      D-2
<PAGE>

   _____________________________________________________________________________

   _____________________________________________________________________________

   If your answer to any of the above is "yes," please complete Sections VI and
   VII.

6. HAZARDOUS MATERIALS DISCLOSURE

   Will any hazardous or toxic materials or substances be stored on the
   Premises? Yes ____ No ____ If the answer is "yes," please describe the
   materials or substances to be stored, the quantities thereof and the proposed
   method of storage of the same (i.e., drums, aboveground or underground
   storage tanks, cylinders, other), and whether the material is a Solid (S),
   Liquid (L) or Gas (G):

<TABLE>
<CAPTION>
   Material/  Quantity to be                      Amount to be Stored  Maximum Period of
   Substance  Stored on Premises  Storage Method  on a Monthly Basis    Premises Storage
   ---------  ------------------  --------------  -------------------  -----------------
   <S>        <C>                 <C>             <C>                  <C>
   _________  __________________  ______________  ___________________  _________________

   _________  __________________  ______________  ___________________  _________________

   _________  __________________  ______________  ___________________  _________________
</TABLE>

   Attach additional sheets if necessary.

   Is any modification of the Premises improvements required or planned to
   mitigate the release of toxic or hazardous materials substance or wastes into
   the environment?    Yes ____   No ____      If the answer is "yes," please
   describe the proposed Premises modifications:

   _____________________________________________________________________________

   _____________________________________________________________________________

   _____________________________________________________________________________

7. HAZARDOUS WASTE DISCLOSURE

   Will any hazardous waste, including recyclable waste, be generated by the
   operation of your business at the Premises? Yes ___ No ___ If the answer is
   "yes," please list the hazardous waste which is expected to be generated (or
   potentially will be generated) at the Premises, its hazard class and
   volume/frequency of generation on a monthly basis.

                                                      Maximum Period of
     Waste Name       Hazard Class    Volume/Month     Premises Storage
     ----------       ------------    ------------    -----------------

     ______________   _______________ ______________  ____________________

     ______________   _______________ ______________  ____________________

   Attach additional sheets if necessary.

                                      D-3
<PAGE>

   If the answer is "yes," please also indicate if any such wastes are to be
   stored within the Premises and the proposed method of storage (i.e., drums,
   aboveground or underground storage tanks, cylinders, other).

        Waste Name       Storage Method
        ----------       --------------

        ______________   _______________

        ______________   _______________

   Attach additional sheets if necessary.

   If the answer is "yes," please also describe the method(s) of disposal for
   each waste.  Indicate where disposal will take place including the methods,
   equipment and companies to be used to transport the waste:

   _____________________________________________________________________________

   _____________________________________________________________________________

   _____________________________________________________________________________

   Is any treatment or processing of hazardous wastes to be conducted at the
   Premises? Yes ____ No ____ If the answer is "yes," please describe proposed
   treatment/processing methods:

   _____________________________________________________________________________

   _____________________________________________________________________________

   _____________________________________________________________________________

   Which agencies are responsible for monitoring and evaluating compliance with
   respect to the storage and disposal of hazardous materials or wastes at or
   from the Premises? (Please list all agencies):

   _____________________________________________________________________________

   _____________________________________________________________________________

   _____________________________________________________________________________

   Have there been any agency enforcement actions regarding Tenant (or any
   affiliate thereof), or any existing Tenant's (or any affiliate's) facilities,
   or any past, pending or outstanding administrative orders or consent decrees
   with respect to Tenant or any affiliate thereof? Yes ____ No ____ If the
   answer is "yes," have there been any continuing compliance obligations
   imposed on Tenant or its affiliates as a result of the decrees or orders? Yes
   ___ No ___ If the answer is "yes," please describe:

   _____________________________________________________________________________

   _____________________________________________________________________________

   _____________________________________________________________________________

                                      D-4
<PAGE>

   Has Tenant or any of its affiliates been the recipient of requests for
   information, notice and demand letters, cleanup and abatement orders, or
   cease and desist orders or other administrative inquiries? Yes ____ No ____
   If the answer is "yes," please describe:

   _____________________________________________________________________________

   _____________________________________________________________________________

   _____________________________________________________________________________

   Are there any pending citizen lawsuits, or have any notices of violations
   been provided to Tenant or its affiliates or with respect to any existing
   facilities pursuant to the citizens suit provisions of any statute? Yes ____
   No ____ If the answer is "yes," please describe:

   _____________________________________________________________________________

   _____________________________________________________________________________

   _____________________________________________________________________________

   Have there been any previous lawsuits against the company regarding
   environmental concerns? Yes ____ No ____ If the answer is "yes," please
   describe how these lawsuits were resolved:

   _____________________________________________________________________________

   _____________________________________________________________________________

   _____________________________________________________________________________

   Has an environmental audit ever been conducted at any of your company's
   existing facilities? Yes ____ No ____ If the answer is "yes," please
   describe:

   _____________________________________________________________________________

   _____________________________________________________________________________

   _____________________________________________________________________________

   Does your company carry environmental impairment insurance? Yes ____ No ____
   If the answer is "yes," what is the name of the carrier and what are the
   effective periods and monetary limits of such coverage?

   _____________________________________________________________________________

   _____________________________________________________________________________

                                      D-5
<PAGE>

   _____________________________________________________________________________

8. EQUIPMENT LOCATED OR TO BE LOCATED AT THE PREMISES

   Is (or will there be) any electrical transformer or other equipment
   containing polychlorinated biphenyls located at the Premises? Yes _____ No
   ____ If the answer is "yes," please specify the size, number and location (or
   proposed location):

   _____________________________________________________________________________

   _____________________________________________________________________________

   _____________________________________________________________________________

   Is (or will there be) any tank for storage of a petroleum product located at
   the Premises? Yes ___ No ___ If the answer is "yes," please specify capacity
   and contents of tank; permits, licenses and/or approvals received or to be
   received therefor and any spill prevention control or conformance plan to be
   taken in connection therewith:

   _____________________________________________________________________________

   _____________________________________________________________________________

   _____________________________________________________________________________

9. ONGOING ACTIVITIES (APPLICABLE TO TENANTS IN POSSESSION)

   Has any hazardous material, substance or waste spilled, leaked, discharged,
   leached, escaped or otherwise been released into the environment at the
   Premises? Yes ___ No ___ If the answer is "yes," please describe including
   (i) the date and duration of each such release, (ii) the material, substance
   or waste released, (iii) the extent of the spread of such release into or
   onto the air, soil and/or water, (iv) any action to clean up the release, (v)
   any reports or notifications made of filed with any federal, state, or local
   agency, or any quasi-governmental agency (please provide copies of such
   reports or notifications) and (vi) describe any legal, administrative or
   other action taken by any of the foregoing agencies or by any other person as
   a result of the release:

   _____________________________________________________________________________

   _____________________________________________________________________________

   _____________________________________________________________________________

This Hazardous Materials Questionnaire is certified as being true and accurate
and has been completed by the party whose signature appears below on behalf of
Tenant as of the date set forth below.

DATED: ______________________________

                                      D-6
<PAGE>

                       Signature __________________________________________

                       Print Name _________________________________________

                       Title ______________________________________________

                                      D-7