<PAGE>

                                                                    Exhibit 10.8

                           SHORELINE TECHNOLOGY PARK
                           MOUNTAIN VIEW, CALIFORNIA



                            OFFICE LEASE AGREEMENT


                                    BETWEEN


  EOP-SHORELINE TECHNOLOGY PARK, L.L.C., a Delaware limited liability company
                                 ("LANDLORD")


                                      AND


              MARKETFIRST SOFTWARE, INC., a Delaware corporation
                                  ("TENANT")
<PAGE>

                               TABLE OF CONTENTS

<TABLE>
<S>                                                                          <C>
I.        Basic Lease Information..........................................   1
II.       Lease Grant......................................................   3
III.      Possession.......................................................   3
IV.       Rent.............................................................   4
V.        Compliance with Laws; Use........................................   8
VI.       Security Deposit.................................................   8
VII.      Services.........................................................   8
VIII.     Leasehold Improvements...........................................   9
IX.       Repairs, Maintenance and Alterations.............................   9
X.        Use of Utility Services by Tenant................................  11
XI.       Entry by Landlord................................................  11
XII.      Assignment and Subletting........................................  12
XIII.     Liens............................................................  13
XIV.      Indemnity and Waiver of Claims...................................  13
XV.       Insurance........................................................  14
XVI.      Subrogation......................................................  14
XVII.     Casualty Damage..................................................  15
XVIII.    Condemnation.....................................................  15
XIX.      Events of Default................................................  16
XX.       Remedies.........................................................  16
XXI.      Limitation of Liability..........................................  18
XXII.     No Waiver........................................................  18
XXIII.    Quiet Enjoyment..................................................  18
XXIV.     Relocation.......................................................  18
XXV.      Holding Over.....................................................  18
XXVI.     Subordination to Mortgages; Estoppel Certificate.................  18
XXVII.    Attorneys' Fees..................................................  19
XXVIII.   Notice...........................................................  19
XXIX.     Excepted Rights..................................................  19
XXX.      Surrender of Premises............................................  20
XXXI.     Miscellaneous....................................................  20
XXXII.    Entire Agreement.................................................  21
</TABLE>

                                       i
<PAGE>

                            OFFICE LEASE AGREEMENT

     THIS OFFICE LEASE AGREEMENT (the "Lease") is made and entered into as of
the 24th day of January, 2000, by and between EOP-SHORELINE TECHNOLOGY PARK,
L.L.C., a Delaware limited liability company ("Landlord") and MARKETFIRST
SOFTWARE, INC., a Delaware corporation ("Tenant").

I.   Basic Lease Information.

     A.   "Building" shall mean the building located at 2061 Stierlin Court,
          Mountain View, California.

     B.   "Premises" shall mean the area shown on Exhibit A-1 to this Lease.
          The "Rentable Square Footage of the Premises" is deemed to be 66,096
          square feet.

     C.   "Rentable Square Footage of the Building" is deemed to be 66,096
          square feet.  Landlord and Tenant stipulate that the Premises include
          all of the floors in their entirety, all corridors and restroom
          facilities located in the Building and accordingly, all such full
          floors shall be considered part of the Premises.  Landlord and Tenant
          further stipulate and agree that the Rentable Square Footage of the
          Building and the Rentable Square Footage of the Premises are correct
          and shall not be remeasured.

     D.   "Base Rent":

           ---------------------------------------------------------------------
                                   Annual Rate         Annual         Monthly
                  Period         Per Square Foot     Base Rent       Base Rent
           ---------------------------------------------------------------------
              4/1/00 - 3/31/01       $37.80        $2,498,428.80     $208,202.4
           ---------------------------------------------------------------------
              4/1/01 - 3/31/02       $39.00        $2,577,744.00     $214,812.00
           ---------------------------------------------------------------------
              4/1/02 - 3/31/03       $40.20        $2,657,059.20     $221,421.60
           ---------------------------------------------------------------------
              4/1/03 - 3/31/04       $41.40        $2,736,374.40     $228,031.20
           ---------------------------------------------------------------------
              4/1/04 - 3/31/05       $42.60        $2,815,689.60     $234,640.80
           ---------------------------------------------------------------------
              4/1/05 - 3/31/06       $43.80        $2,895,004.80     $241,250.40
           ---------------------------------------------------------------------
              4/1/06 - 4/30/07       $45.00        $2,974,320.00     $247,860.00
           ---------------------------------------------------------------------

          Notwithstanding the above schedule of Base Rent to the contrary, as
          long as Tenant is not in default, Tenant shall be entitled to (i) an
          abatement of 1 full calendar month of Base Rent in the amount of
          $208,202.40 (the "Abated Base Rent") for the 1st full calendar month
          of the Term (the "Abatement Period") and (ii) an abatement of 1 full
          calendar month of Expenses and Taxes (as hereinafter defined) (the
          "Abated Expenses and Taxes") for the Abatement Period.  In the event
          Tenant defaults at any time during the Term, all Abated Base Rent and

                                       1
<PAGE>

          Abated Expenses and Taxes shall immediately become due and payable.
          The payment by Tenant of the Abated Base Rent and Abated Expenses and
          Taxes in the event of a default shall not limit or affect any of
          Landlord's other rights, pursuant to this Lease or at law or in
          equity.  During the Abatement Period, only Base Rent and Expenses and
          Taxes shall be abated, and all other Additional Rent and other costs
          and charges specified in this Lease shall remain as due and payable
          pursuant to the provisions of this Lease.  In the event that Tenant
          substantially completes the Initial Alterations (as defined in Exhibit
          D of this Lease) prior to the last day of the Abatement Period, Tenant
          shall commence paying Base Rent in accordance with the above Base Rent
          schedule and Expenses and Taxes in accordance with Article IV of this
          Lease commencing with the first day after the expiration of the
          Abatement Period.

     E.   "Tenant's Pro Rata Share":  100%.

     F.   "Term": A period of 85 months.  The Term shall commence on April 1,
          2000 (the "Commencement Date") and, unless terminated early in
          accordance with this Lease, end on April 30, 2007 (the "Termination
          Date").  Landlord and Tenant acknowledge that as of the date of this
          Lease, it is currently anticipated that the Commencement Date shall be
          April 1, 2000, and Landlord shall use its reasonable efforts to tender
          possession of the Premises to Tenant by April 1, 2000. In the event
          the Commencement Date is not April 1, 2000, Landlord and Tenant shall
          enter into a commencement letter agreement in the form attached as
          Exhibit C setting forth the actual Commencement Date.

     G.   Tenant allowance(s):  $5.00 per rentable square foot of the Premises
          as more fully described on Exhibit D of this Lease.

     H.   "Security Deposit": $1,249,214.42.  The Security Deposit shall be in
          the form of an irrevocable letter of credit (the "Letter of Credit"),
          as more fully described in Article VI of this Lease.

     I.   "Guarantor(s)":  As of the date of this Lease, there are no
          Guarantors.

     J.   "Broker(s)":  Cornish & Carey Commercial representing Landlord and CPS
          representing Tenant.

     K.   "Permitted Use":  Office, research and development, manufacturing,
          storage and other legal uses as permitted by local zoning laws
          applicable to the Premises and otherwise permitted by the Governing
          Documents (as that term is defined in Article XXXI.M. below).

     L.   "Notice Addresses":

          Tenant:

                                       2
<PAGE>

          On and after the Commencement Date, notices shall be sent to Tenant at
          the Premises.  Prior to the Commencement Date, notices shall be sent
          to Tenant at the following address:

          485 Clyde Avenue
          Mountain View, California  94043
          Attn:  Bob Sator - Vice President Finance

          Landlord:                               With a copy to:

          EOP-SHORELINE TECHNOLOGY PARK, L.L.C.   Equity Office Properties
          c/o Equity Office Properties Trust      Two North Riverside Plaza
          4 Palo Alto Square                      Suite 2200
          3000 El Camino Real, Suite 130          Chicago, Illinois 60606
          Palo Alto, California  94306-2122       Attention: Regional Counsel -
          Attention:  Building Manager                       Pacific Region

          Rent (defined in Section IV.A) is payable to the order of Equity
          Office Properties at the following address:  EOP Operating Limited
          Partnership, as agent for EOP-Shoreline Technology Park, Dept. #8824,
          Los Angeles, California 90084-8824.

     M.   "Business Day(s)" are Monday through Friday of each week, exclusive of
          New Year's Day, Memorial Day, Independence Day, Labor Day,
          Thanksgiving Day and Christmas Day ("Holidays").  Landlord may
          designate additional Holidays, provided that the additional Holidays
          are commonly recognized by other office buildings in the area where
          the Building is located.

     N.   "Landlord Work" means the work, if any, that Landlord is obligated to
          perform in the Premises pursuant to a separate work letter agreement
          (the "Work Letter"), if any, attached as Exhibit D.  If a Work Letter
          is not attached to this Lease or if an attached Work Letter does not
          require Landlord to perform any work, the occurrence of the
          Commencement Date shall not be conditioned upon the performance of
          work by Landlord and, accordingly, Section III.A. shall not be
          applicable to the determination of the Commencement Date.

     O.   "Law(s)" means all applicable statutes, codes, ordinances, orders,
          rules and regulations of any municipal or governmental entity.

     P.   "Normal Business Hours" for the Building are 8:00 a.m. to 5:30 p.m. on
          Business Days.

     Q.   "Property" means the Building and the parcel(s) of land on which it is
          located and the Building's parking area and other improvements serving
          the Building, if any, and the parcel(s) of land on which they are
          located.

                                       3
<PAGE>

     R.   "Project" shall mean the development located on approximately 51.83
          acres commonly described as Shoreline Technology Park, which includes
          the Building, the Property, as well as other buildings and property as
          outlined on Exhibit A-2 attached hereto and incorporated herein.

     S.   "Rentable Square Footage of the Project" is deemed to be 726,508
          square feet.

     T.   Building allocable share is deemed to be 9.0978%.

II.  Lease Grant.

     Landlord leases the Premises to Tenant and Tenant leases the Premises from
Landlord, together with the right in common with others to use any other
portions of the Project that are designated by Landlord for the common use of
tenants and others, such as sidewalks, unreserved parking areas, common
corridors, elevator foyers, restrooms, vending areas, lobby areas, artificial
lakes, walkways, water amenities, landscaping, plaza, roads, driveways, and
recreation areas (collectively, the "Common Areas"), including but not limited
to that certain recreation area (the "Recreational Area") which is maintained by
Landlord in the location and configuration shown on Exhibit A-3 attached hereto.
Notwithstanding the foregoing to the contrary, Tenant's right to use the
Recreational Area shall be subject to the right of the City of Mountain View
("City") to require that a portion of the Recreational Area be paved and used
for parking purposes at a time to be determined at the discretion of the City.
The area to be used for parking purposes is indicated as "Potential Parking
Area" on Exhibit A-3.  If the City requires the parking, Tenant shall have the
non-exclusive right to use the parking spaces created thereby.

III. Possession.

     A.   INTENTIONALLY OMITTED.

     B.   Subject to Landlord's obligations under Section IX.B., the Premises
          are accepted by Tenant in "as is" condition and configuration.  By
          taking possession of the Premises, Tenant agrees that the Premises are
          in good order and satisfactory condition, and that there are no
          representations or warranties by Landlord regarding the condition of
          the Premises or the Building.  Notwithstanding anything to the
          contrary contained in this Lease, Landlord shall not be obligated to
          tender possession of the Premises or other space leased by Tenant from
          time to time hereunder that, on the date possession is delivered, is
          occupied by a tenant or other occupant or that is subject to the
          rights of any other tenant or occupant, nor shall Landlord have any
          other obligations to Tenant under this Lease with respect to such
          space until the date Landlord:  (i) recaptures such space from such
          existing tenant or occupant; and (ii) regains the legal right to
          possession thereof.  This Lease shall not be affected by any such
          failure to deliver possession and Tenant shall have no claim for
          damages against Landlord as a result thereof, all of which are hereby
          waived and released by Tenant.  If Landlord is delayed delivering
          possession of the Premises or any other space due to the holdover or
          unlawful possession of such space by any party, Landlord shall use
          reasonable efforts to obtain possession of the space.  In such event,
          the Commencement Date shall be postponed until the date Landlord
          delivers possession of the

                                       4
<PAGE>

          Premises to Tenant free from occupancy by any party, and the
          Termination Date, at the option of Landlord, may be postponed by an
          equal number of days. Notwithstanding the foregoing, if there have
          been no delays caused by Tenant and the Commencement Date does not
          occur by July 31, 2000 (the "Outside Completion Date"), Tenant, as its
          sole remedy, may terminate this Lease by giving Landlord written
          notice of termination on or before the earlier to occur of: (i) 5
          Business Days after the Outside Completion Date; and (ii) the
          Commencement Date. In such event, this Lease shall be deemed null and
          void and of no further force and effect and Landlord shall promptly
          refund any Prepaid Rental and Security Deposit previously advanced by
          Tenant under this Lease and, so long as Tenant has not previously
          defaulted under any of its obligations under the Work Letter, the
          parties hereto shall have no further responsibilities or obligations
          to each other with respect to this Lease. Notwithstanding the
          foregoing to the contrary, in the event Tenant terminates this Lease
          as provided above, then effective as of the termination of this Lease,
          Landlord shall also promptly reimburse Tenant for Tenant's actual,
          out-of-pocket cost of initially procuring the Letter of Credit (as
          hereinafter defined) in the amount of $__________. Landlord and Tenant
          acknowledge and agree that: (i) the determination of the Commencement
          Date shall take into consideration the effect of any delays by Tenant;
          and (ii) the Outside Completion Date shall be postponed by the number
          of days the Commencement Date is delayed due to events of Force
          Majeure. Notwithstanding anything herein to the contrary, if Landlord
          determines that it will be unable to cause the Commencement Date to
          occur by the Outside Completion Date, Landlord shall have the right to
          provide Tenant with written notice (the "Outside Extension Notice") of
          such inability, which Outside Extension Notice shall set forth the
          date on which Landlord reasonably believes that the Commencement Date
          will occur. Upon receipt of the Outside Extension Notice, Tenant shall
          have the right to terminate this Lease by providing written notice of
          termination to Landlord within 5 Business Days after the date of the
          Outside Extension Notice. In the event that Tenant does not terminate
          this Lease within such 5 Business Day period, the Outside Completion
          Date shall automatically be amended to be the date set forth in
          Landlord's Outside Extension Notice.

     C.   If Tenant takes possession of the Premises before the Commencement
          Date, such possession shall be subject to the terms and conditions of
          this Lease and Tenant shall pay Rent (defined in Section IV.A.) to
          Landlord for each day of possession before the Commencement Date.
          However, except for the cost of services requested by Tenant (e.g.
          electricity), Tenant shall not be required to pay Rent for any days of
          possession before the Commencement Date during which Tenant, with the
          approval of Landlord, is in possession of the Premises for the sole
          purpose of performing improvements or installing furniture, equipment
          or other personal property.

IV.  Rent.

     A.   Payments. As consideration for this Lease, Tenant shall pay Landlord,
          --------
          without any setoff or deduction, the total amount of Base Rent and
          Additional Rent due for the Term. "Additional Rent" means all sums
          (exclusive of Base Rent) that

                                       5
<PAGE>

          Tenant is required to pay Landlord. Additional Rent and Base Rent are
          sometimes collectively referred to as "Rent". Tenant shall pay and be
          liable for all rental, sales and use taxes (but excluding income
          taxes), if any, imposed upon or measured by Rent under applicable Law.
          Base Rent and recurring monthly charges of Additional Rent shall be
          due and payable in advance on the first day of each calendar month
          without notice or demand, provided that the installment of Base Rent
          for the second full calendar month of the Term shall be payable upon
          the execution of this Lease by Tenant. All other items of Rent shall
          be due and payable by Tenant on or before 30 days after billing by
          Landlord. All payments of Rent shall be by good and sufficient check
          or by other means (such as automatic debit or electronic transfer)
          acceptable to Landlord. If Tenant fails to pay any item or installment
          of Rent when due, Tenant shall pay Landlord an administration fee
          equal to 5% of the past due Rent, provided that Tenant shall be
          entitled to a grace period of 5 Business Days following notice of
          overdue payment for the first 3 late payments of Rent in a given
          calendar year. If the Term commences on a day other than the first day
          of a calendar month or terminates on a day other than the last day of
          a calendar month, the monthly Base Rent and Tenant's Pro Rata Share of
          Expenses (defined in Section IV.C.) and Taxes (defined in Section
          IV.D.) for the month shall be prorated based on the number of days in
          such calendar month. Landlord's acceptance of less than the correct
          amount of Rent shall be considered a payment on account of the
          earliest Rent due. No endorsement or statement on a check or letter
          accompanying a check or payment shall be considered an accord and
          satisfaction, and either party may accept the check or payment without
          prejudice to that party's right to recover the balance or pursue other
          available remedies. Tenant's covenant to pay Rent is independent of
          every other covenant in this Lease.

     B.   Payment of Tenant's Pro Rata Share of Expenses and Taxes. Tenant shall
          ---------------------------------------------------------
          pay Tenant's Pro Rata Share of the total amount of Expenses (defined
          in Section IV.C.) and Taxes (defined in Section IV.D) for each
          calendar year during the Term. Landlord shall provide Tenant with a
          good faith estimate of  the total amount of Expenses and Taxes for
          each calendar year during the Term.  On or before the first day of
          each month, Tenant shall pay to Landlord a monthly installment equal
          to one-twelfth of Tenant's Pro Rata Share of Landlord's estimate of
          the total amount of Expenses and Taxes. If Landlord determines that
          its good faith estimate was incorrect by a material amount, Landlord
          may, not more than one time during any calendar year, provide Tenant
          with a revised estimate.  After its receipt of the revised estimate,
          Tenant's monthly payments shall be based upon the revised estimate.
          If Landlord does not provide Tenant with an estimate of the total
          amount of Expenses and Taxes by January 1 of a calendar year, Tenant
          shall continue to pay monthly installments based on the previous
          year's estimate until Landlord provides Tenant with the new estimate.
          Upon delivery of the new estimate, an adjustment shall be made for any
          month for which Tenant paid monthly installments based on the previous
          year's estimate.  Tenant shall pay Landlord the amount of any
          underpayment within 30 days after receipt of the new estimate.  Any
          overpayment shall be refunded to Tenant within 30 days or credited
          against the next due future installment(s) of Additional Rent.

                                       6
<PAGE>

          As soon as is practical following the end of each calendar year,
          Landlord shall furnish Tenant with a statement of the actual amount of
          Expenses and Taxes for the prior calendar year and Tenant's Pro Rata
          Share of the actual amount of Expenses and Taxes for the prior
          calendar year.  If the estimated amount of Expenses and Taxes for the
          prior calendar year is more than the actual amount of Expenses and
          Taxes for the prior calendar year, Landlord shall apply any
          overpayment by Tenant against Additional Rent due or next becoming
          due, provided if the Term expires before the determination of the
          overpayment, Landlord shall refund any overpayment to Tenant after
          first deducting the amount of Rent due.  If the estimated amount of
          Expenses and Taxes for the prior calendar year is less than the actual
          amount of Expenses and Taxes for such prior year, Tenant shall pay
          Landlord, within 30 days after its receipt of the statement of
          Expenses and Taxes, any underpayment for the prior calendar year.

     C.   Expenses Defined.  "Expenses" means the sum of (y) 100% of all direct
          ----------------
          and indirect costs and expenses incurred in each calendar year in
          connection with operating, maintaining, repairing, managing and owning
          the Premises, the Building, the Property, and the parking structure(s)
          (if any) and parking lot(s) predominantly serving the Building (but
          only to the extent the costs and expenses incurred in connection with
          such parking structure(s) and parking lot(s) are not included as part
          of the costs and expenses identified in subclause (z) immediately
          below), and (z) the Building's allocable share of the direct and
          indirect costs of operating and maintaining the Common Areas of the
          Project, the Building's allocable share of all costs, fees, expenses
          or other amounts payable by Landlord to the Association, if any, and
          the Building's allocable share of all fees payable to the company or
          the Association, if applicable, managing the parking areas within the
          Project, including, without limitation, the following:

          1.   Labor costs, including, wages, salaries, social security and
               employment taxes, medical and other types of insurance, uniforms,
               training, and retirement and pension plans.

          2.   Management fees, the cost of equipping and maintaining a
               management office, accounting and bookkeeping services, legal
               fees not attributable to leasing or collection activity, and
               other administrative costs.  Landlord, by itself or through an
               affiliate, shall have the right to directly perform or provide
               any services under this Lease (including management services),
               provided that the cost of any such services shall not exceed the
               cost that would have been incurred had Landlord entered into an
               arms-length contract for such services with an unaffiliated
               entity of comparable skill and experience.

          3.   The cost of services, including amounts paid to service providers
               and the rental and purchase cost of parts, supplies, tools and
               equipment.

          4.   Commercially available premiums, and deductibles paid by Landlord
               for insurance, including workers compensation, fire and extended
               coverage, earthquake, general liability, rental loss, elevator,
               boiler and other

                                       7
<PAGE>

               insurance customarily carried from time to time by owners of
               comparable office buildings.

          5.   Electrical Costs (defined below) and charges for water, gas,
               steam and sewer, but excluding those charges applicable to any
               non-Common Area building in the Project other than the Building
               or any building into which Tenant may subsequently expand.
               "Electrical Costs" means:  (a) charges paid by Landlord for
               electricity; (b) costs incurred in connection with an energy
               management program for the Property and/or Project; and (c) if
               and to the extent permitted by Law, a fee for the services
               provided by Landlord in connection with the selection of utility
               companies and the negotiation and administration of contracts for
               electricity, provided that such fee shall not exceed 50% of any
               savings obtained by Landlord.

          6.   The amortized cost of capital improvements (as distinguished from
               replacement parts or components installed in the ordinary course
               of business) made to the Building and/or the Common Areas which
               are:  (a) performed primarily to reduce operating expense costs
               or otherwise improve the operating efficiency of the Building
               and/or the Common Areas; or (b) required to comply with any Laws
               that are enacted, or first interpreted to apply to the Building
               and/or the Common Areas, after the date of this Lease.  The cost
               of capital improvements shall be amortized by Landlord over the
               lesser of the Payback Period (defined below) or 5 years.  The
               amortized cost of capital improvements may, at Landlord's option,
               include actual or imputed interest at the rate that Landlord
               would reasonably be required to pay to finance the cost of the
               capital improvement. "Payback Period" means the reasonably
               estimated period of time that it takes for the cost savings
               resulting from a capital improvement to equal the total cost of
               the capital improvement.

          If Landlord incurs Expenses for the Project together with one or more
          other buildings or properties, whether pursuant to a reciprocal
          easement agreement, common area agreement or otherwise, the shared
          costs and expenses shall be equitably prorated and apportioned between
          the Project and the other buildings or properties.  Expenses shall not
          include: the cost of capital improvements (except as set forth above);
          depreciation; interest (except as provided above for the amortization
          of capital improvements); principal payments of mortgage and other
          non-operating debts of Landlord; the cost of repairs or other work to
          the extent Landlord is reimbursed by insurance or condemnation
          proceeds; costs in connection with leasing space in the Building,
          including brokerage commissions; lease concessions, including rental
          abatements and construction allowances, granted to specific tenants;
          costs incurred in connection with the sale, financing or refinancing
          of the Building; fines, interest and penalties incurred due to the
          late payment of Taxes (defined in Section IV.D) or Expenses;
          organizational expenses associated with the creation and operation of
          the entity which constitutes Landlord; or any penalties or damages
          that Landlord pays to Tenant under this Lease or to other tenants in
          the Project under their respective leases.

                                       8
<PAGE>

     D.   Taxes Defined.  "Taxes" shall mean:  (1) all real estate taxes and
          -------------
          other assessments on the Building, Property and/or Project, including,
          but not limited to, assessments for special improvement districts and
          building improvement districts, taxes and assessments levied in
          substitution or supplementation in whole or in part of any such taxes
          and assessments and the Project's share of any real estate taxes and
          assessments under any reciprocal easement agreement, common area
          agreement or similar agreement as to the Project; (2) all personal
          property taxes for property that is owned by Landlord and used in
          connection with the operation, maintenance and repair of the Project;
          and (3) all costs and fees incurred in connection with seeking
          reductions in any tax liabilities described in (1) and (2), including,
          without limitation, any costs incurred by Landlord for compliance,
          review and appeal of tax liabilities.  Without limitation, Taxes shall
          not include any income, capital levy, franchise, capital stock, gift,
          estate or inheritance tax.  If an assessment is payable in
          installments, Taxes for the year shall include the amount of the
          installment and any interest due and payable during that year.  For
          all other real estate taxes, Taxes for that year shall, at Landlord's
          election, include either the amount accrued, assessed or otherwise
          imposed for the year or the amount due and payable for that year,
          provided that Landlord's election shall be applied consistently
          throughout the Term.  If a change in Taxes is obtained for any year of
          the Term, then Taxes for that year will be retroactively adjusted and
          Landlord shall provide Tenant with a credit, if any, based on the
          adjustment.

          Tenant shall be responsible for, and shall pay prior to delinquency,
          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
          personal property, and its interest pursuant to this Lease.  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 prior to the delinquency of such taxes.  In the event that
          the tenant improvements in the Building which correspond to the
          Initial Alterations, as defined in this Lease, are assessed and taxed
          separately by the applicable taxing authority, then Tenant shall be
          liable and shall pay that portion of the Taxes applicable to the value
          of the Initial Alterations in the Premises based on the value
          attributed thereto by the applicable taxing authority to either (a)
          the applicable taxing authority prior to the delinquency of such taxes
          in the event Tenant is billed directly by such taxing authority, or
          (b) the Landlord within 30 days after written demand, in the event
          Landlord is billed directly by the applicable taxing authority.

     E.   Audit Rights.  Tenant may, within 90 days after receiving Landlord's
          ------------
          statement of Expenses, give Landlord written notice ("Review Notice")
          that Tenant intends to review Landlord's records of the Expenses for
          that calendar year.  Within a reasonable time after receipt of the
          Review Notice, Landlord shall make all pertinent records available for
          inspection that are reasonably necessary for Tenant to conduct its
          review.  If any records are maintained at a location other than the
          office of the Project, Tenant may either inspect the records at such
          other location or pay for the reasonable cost of copying (not to
          exceed $0.15 per copy) and the actual cost of shipping the records.
          If Tenant retains an agent to review

                                       9
<PAGE>

          Landlord's records, the agent must be with a licensed CPA firm. Tenant
          shall be solely responsible for all costs, expenses and fees incurred
          for the audit. Within 60 days after the records are made available to
          Tenant, Tenant shall have the right to give Landlord written notice
          (an "Objection Notice") stating in reasonable detail any objection to
          Landlord's statement of Expenses for that year. If Tenant fails to
          give Landlord an Objection Notice within the 60 day period or fails to
          provide Landlord with a Review Notice within the 90 day period
          described above, Tenant shall be deemed to have approved Landlord's
          statement of Expenses and shall be barred from raising any claims
          regarding the Expenses for that year. If Tenant provides Landlord with
          a timely Objection Notice, Landlord and Tenant shall work together in
          good faith to resolve any issues raised in Tenant's Objection Notice.
          If Landlord and Tenant determine that Expenses for the calendar year
          are less than reported, Landlord shall provide Tenant with a credit
          against the next installment of Rent in the amount of the overpayment
          by Tenant. Likewise, if Landlord and Tenant determine that Expenses
          for the calendar year are greater than reported, Tenant shall pay
          Landlord the amount of any underpayment within 30 days. In addition,
          if Landlord and Tenant determine that Expenses for the Project for the
          year in question were less than stated by more than 5%, Landlord,
          within 30 days after its receipt of paid invoices therefor from
          Tenant, shall reimburse Tenant for any reasonable amounts paid by
          Tenant to third parties in connection with such review by Tenant. The
          records obtained by Tenant shall be treated as confidential. In no
          event shall Tenant be permitted to examine Landlord's records or to
          dispute any statement of Expenses unless Tenant has paid and continues
          to pay all Rent when due.

V.   Compliance with Laws; Use.

     The Premises shall be used only for the Permitted Use and for no other use
whatsoever.  Tenant shall not use or permit the use of the Premises for any
purpose which is illegal, dangerous to persons or property or which, in
Landlord's reasonable opinion, unreasonably disturbs any other tenants of the
Building or the Project or interferes with the operation of the Building or the
Project.  Tenant shall comply with all Laws, including the Americans with
Disabilities Act, regarding the operation of Tenant's business and the use,
condition, configuration and occupancy of the Premises.  Tenant, within 10 days
after receipt, shall provide Landlord with copies of any notices it receives
regarding a violation or alleged violation of any Laws.  Tenant shall comply
with the rules and regulations of the Project attached as Exhibit B and such
other reasonable rules and regulations adopted by Landlord from time to time.
Tenant shall also cause its agents, contractors, subcontractors, employees,
customers, and subtenants to comply with all rules and regulations.  Landlord
shall not knowingly discriminate against Tenant in Landlord's enforcement of the
rules and regulations.

VI.  Security Deposit.

     The Security Deposit shall be in the form of an irrevocable letter of
credit (the "Letter of Credit") which shall:  (a) be in the initial amount of
$1,249,214.42; (b) be issued on the form attached hereto as Exhibit G; (c) name
Landlord as its beneficiary; (d) be drawn on an FDIC insured financial
institution satisfactory to Landlord; and (e) expire no earlier than 90 days
after the Termination Date of this Lease.  The Security Deposit shall be
delivered to Landlord upon the execution of this Lease by Tenant and shall be
held by Landlord without liability for interest

                                       10
<PAGE>

(unless required by Law) as security for the performance of Tenant's
obligations. The Security Deposit is not an advance payment of Rent or a measure
of Tenant's liability for damages. Landlord may, from time to time, without
prejudice to any other remedy, use all or a portion of the Security Deposit to
satisfy past due Rent or to cure any uncured default by Tenant. If Landlord uses
the Security Deposit, Tenant shall on demand restore the Security Deposit to its
original amount. Landlord shall return any unapplied portion of the Security
Deposit to Tenant within 45 days after the later to occur of: (1) the
determination of Tenant's Pro Rata Share of Expenses and Taxes for the final
year of the Term; (2) the date Tenant surrenders possession of the Premises to
Landlord in accordance with this Lease; or (3) the Termination Date. If Landlord
transfers its interest in the Premises, Landlord may assign the Security Deposit
to the transferee and, following the assignment, Landlord shall have no further
liability for the return of the Security Deposit. Landlord shall not be required
to keep the Security Deposit separate from its other accounts. Notwithstanding
anything herein to the contrary, provided Tenant is not in default under this
Lease as of the effective date of any reduction of the Security Deposit, Tenant
shall have the right to reduce the amount of the Security Deposit (i.e., the
Letter of Credit) to be as follows: (i) $832,809.61 effective as of the 4th
anniversary of the Commencement Date; and (ii) $416,404.80 effective as of the
6th anniversary of the Commencement Date. Such reduction shall be accomplished
by having Tenant provide Landlord with a substitute letter of credit in the
reduced amount.

VII.   Services.

       A.   Tenant will be responsible, at its sole cost and expense, for the
            furnishing of all services and utilities to the Premises, including,
            but not limited to, heating, ventilation and air-conditioning,
            electricity, water, light, power, trash pick-up, sewer charges,
            telephone, janitorial and interior Building security services and
            all other utility services supplied to the Premises, and all taxes
            and surcharges thereon. Landlord agrees to maintain and repair the
            Property as described in Article IX.B.

       B.   Any interruption or termination of, services due to the application
            of Laws, the failure of any equipment, the performance of repairs,
            improvements or alterations, or the occurrence of any other event (a
            "Service Failure") shall not render Landlord liable to Tenant,
            constitute a constructive eviction of Tenant, give rise to an
            abatement of Rent, nor relieve Tenant from the obligation to fulfill
            any covenant or agreement. Furthermore, in no event shall Landlord
            be liable to Tenant for any loss or damage, including the theft of
            Tenant's Property (defined in Article XV), arising out of or in
            connection with the failure of any security services, personnel or
            equipment.

VIII.  Leasehold Improvements.

       All improvements to the Premises (collectively, "Leasehold Improvements")
shall be owned by Landlord and shall remain upon the Premises without
compensation to Tenant. However, Landlord, by written notice to Tenant within 30
days prior to the Termination Date, may require Tenant to remove, at Tenant's
expense certain improvements made by or for the benefit of Tenant such as:  (1)
Cable (defined in Section IX.A) installed by or for the exclusive benefit of
Tenant and located in the Premises or other portions of the Project; and (2) any
Leasehold Improvements that are performed by or for the benefit of Tenant and,
in Landlord's

                                       11
<PAGE>

reasonable judgment, are of a nature that would require removal and repair costs
that are materially in excess of the removal and repair costs associated with
standard office improvements (collectively referred to as "Required
Removables"). Without limitation, it is agreed that Required Removables include
internal stairways, raised floors, personal baths and showers, vaults, rolling
file systems and structural alterations and modifications of any type. The
Required Removables designated by Landlord shall be removed by Tenant before the
Termination Date, provided that upon prior written notice to Landlord, Tenant
may remain in the Premises for up to 5 days after the Termination Date for the
sole purpose of removing the Required Removables. Notwithstanding the foregoing
to the contrary, under no circumstances shall Tenant be responsible for removing
previous improvements made to the Building and in place when Tenant took
possession of the Premises. Tenant's possession of the Premises shall be subject
to all of the terms and conditions of this Lease, including the obligation to
pay Rent on a per diem basis at the rate in effect for the last month of the
Term. Tenant shall repair damage caused by the installation or removal of
Required Removables. If Tenant fails to remove any Required Removables or
perform related repairs in a timely manner, Landlord, at Tenant's expense, may
remove and dispose of the Required Removables and perform the required repairs.
Tenant, within 30 days after receipt of an invoice, shall reimburse Landlord for
the reasonable costs incurred by Landlord. Notwithstanding the foregoing,
Tenant, at the time it requests approval for a proposed Alteration (defined in
Section IX.C), may request in writing that Landlord advise Tenant whether the
Alteration or any portion of the Alteration will be designated as a Required
Removable. Within 10 days after receipt of Tenant's request, Landlord shall
advise Tenant in writing as to which portions of the Alteration, if any, will be
considered to be Required Removables.

IX.  Repairs, Maintenance and Alterations.

     A.   Tenant's Repair and Maintenance Obligations.  Subject to the
          -------------------------------------------
          provisions of Articles XVI and XVII below, Tenant shall, at its sole
          cost and expense, promptly perform all maintenance and repairs to the
          Premises that are not Landlord's express responsibility under this
          Lease, and shall keep the Premises (interior and exterior) in good
          condition and repair (including the replacement of any applicable
          improvements and appurtenances when necessary), reasonable wear and
          tear excepted. Tenant's repair and replacement obligations include,
          without limitation, repairs to and replacements of: (1) floor
          covering; (2) interior partitions; (3) doors; (4) walls and wall
          coverings; (5) electronic, phone and data cabling and related
          equipment (collectively, "Cable") that is installed by or for the
          exclusive benefit of Tenant and located in the Premises or other
          portions of the Project; (6) private showers and kitchens, including
          hot water heaters, and similar facilities; (7) mechanical (including
          HVAC), plumbing fixtures, sewer connections (within the Building),
          wiring, electrical, lighting, and fire, life safety equipment and
          systems serving the Building and the Premises; (8) windows, glass and
          plate glass; (9) ceilings; (10) roof membrane(s); (11) skylights; (12)
          fixtures and equipment; and (13) Alterations performed by contractors
          retained by Tenant, including related HVAC balancing.  All work shall
          be performed in accordance with the rules and procedures described in
          Section IX.C. below.  In addition, Tenant shall, at its sole cost and
          expense, provide janitorial service to the Premises in a manner
          consistent with other similar office projects in the Mountain View,
          California area.  The janitorial service to be provided by Tenant
          shall include, but not be limited to, the obligation to clean the
          exterior windows and to keep the

                                       12
<PAGE>

          interior of the Premises such as the windows, floors, walls, doors,
          showcases and fixtures clean and neat in appearance and to remove all
          trash and debris which may be found in or around the Premises. Tenant
          shall also enter into and keep and maintain in effect, service
          contracts reasonably acceptable to Landlord with contractors
          reasonably acceptable to Landlord for the maintenance of those systems
          servicing the Building as Landlord may reasonably designate,
          including, without limitation, the HVAC, electrical and life safety
          systems of the Building. Without limiting the foregoing, Tenant shall,
          at Tenant's sole cost and expense, (a) immediately replace all broken
          glass in the Premises with glass equal to or in excess of the
          specification and quality of the original glass; and (b) repair any
          damage caused by Tenant, Tenant's agents, employees, invitees,
          visitors, subtenants or contractors. If Tenant fails to make any
          repairs or replacements to the Premises or fails to perform the
          required janitorial work in the Premises at the level required for
          more than 15 days after written notice from Landlord (although notice
          shall not be required if there is an emergency), Landlord may make the
          repairs or replacements or perform the janitorial work, as the case
          may be, and Tenant shall pay the reasonable cost of the repairs,
          replacements or janitorial work, as the case may be, to Landlord
          within 30 days after receipt of an invoice, together with an
          administrative charge in an amount equal to 10% of the cost of the
          work performed. Tenant shall maintain written records of maintenance
          and repairs and shall use certified technicians to perform any such
          maintenance and repairs.

     B.   Landlord's Repair Obligations. Landlord shall keep and maintain in
          ------------------------------
          good repair and working order and make repairs to and perform
          maintenance upon: (1) the structural elements of the Building,
          including, without limitation, the columns, footings, structural
          floor, interior load bearing and exterior walls; (2) Common Areas,
          except that Tenant shall pay for its share of the maintenance and
          repairs to such Common Areas to the extent such costs are properly
          included in Expenses; (3) the roof of the Building, including roof
          screens and roof screen penetrators, but excluding the roof membrane;
          and (4) elevators (if any) serving the Building.  Landlord shall
          promptly make repairs (considering the nature and urgency of the
          repair) for which Landlord is responsible.

     C.   Alterations.  Tenant shall not install any Cable (i) in the Common
          ------------
          Areas of the Building or the Project, or (ii) within the Premises (if
          the installation of such Cable will affect the systems or structure of
          the Premises or Building or will require work to be performed inside
          the walls or above the ceilings of the Premises), nor shall Tenant
          make any other alterations, additions or improvements to the Premises
          (collectively referred to as "Alterations") without first obtaining
          the written consent of Landlord in each instance, which consent shall
          not be unreasonably withheld or delayed. However, Landlord's consent
          shall not be required for any Alteration that satisfies all of the
          following criteria (a "Cosmetic Alteration"):  (1) is of a cosmetic
          nature such as painting, wallpapering, hanging pictures and installing
          carpeting; (2) is not visible from the exterior of the Premises or
          Building; (3) will not affect the systems or structure of the
          Building; and (4) does not require work to be performed inside the
          walls or above the ceiling of the Premises.  However, even though
          consent is not required, the performance of Cosmetic Alterations shall
          be subject to all the other provisions of this Section IX.C.  Prior to
          starting

                                       13
<PAGE>

          work, Tenant shall furnish Landlord with plans and specifications
          reasonably acceptable to Landlord; names of contractors reasonably
          acceptable to Landlord (provided that Landlord may designate specific
          contractors with respect to Building systems); copies of contracts;
          necessary permits and approvals; evidence of contractor's and
          subcontractor's insurance in amounts reasonably required by Landlord;
          and any security for performance that is reasonably required by
          Landlord. Changes to the plans and specifications must also be
          submitted to Landlord for its approval. Alterations shall be
          constructed in a good and workmanlike manner using materials of a
          quality that is at least equal to the quality designated by Landlord
          as the minimum standard for the Building and the Project. Landlord may
          designate reasonable rules, regulations and procedures for the
          performance of work in the Building and the Project and, to the extent
          reasonably necessary to avoid disruption to the occupants of the
          Building and the Project, shall have the right to designate the time
          when Alterations may be performed. Tenant shall reimburse Landlord
          within 30 days after receipt of an invoice for sums paid by Landlord
          for third party examination of Tenant's plans for non-Cosmetic
          Alterations. In addition, within 30 days after receipt of an invoice
          from Landlord, Tenant shall pay Landlord a fee for Landlord's
          oversight and coordination of any non-Cosmetic Alterations equal to 5%
          of the cost of the non-Cosmetic Alterations. Upon completion, Tenant
          shall furnish "as-built" plans (except for Cosmetic Alterations),
          completion affidavits, full and final waivers of lien in recordable
          form, and receipted bills covering all labor and materials. Tenant
          shall assure that the Alterations comply with all insurance
          requirements and Laws. Landlord's approval of an Alteration shall not
          be a representation by Landlord that the Alteration complies with
          applicable Laws or will be adequate for Tenant's use.

X.   Use of Utility Services by Tenant.

     A.   Electricity, gas, water and other utility services used by Tenant in
          the Premises shall, at Landlord's option, be paid for by Tenant
          either:  (1) through inclusion in Expenses (except as provided in
          Section X.B. for excess usage); (2) by a separate charge payable by
          Tenant to Landlord within 30 days after billing by Landlord; or (3) by
          separate charge billed by the applicable utility company and payable
          directly by Tenant.  Electrical service to the Premises may be
          furnished by one or more companies providing electrical generation,
          transmission and distribution services, and the cost of electricity
          may consist of several different components or separate charges for
          such services, such as generation, distribution and stranded cost
          charges.  Landlord shall have the exclusive right to select any
          company providing electrical service to the Premises, to aggregate the
          electrical service for the Property and Premises with other buildings,
          to purchase electricity through a broker and/or buyers group and to
          change the providers and manner of purchasing electricity.  Landlord
          shall be entitled to receive a fee (if permitted by Law) for the
          selection of utility companies and the negotiation and administration
          of contracts for electricity, provided that the amount of such fee
          shall not exceed 50% of any savings obtained by Landlord.

     B.   Tenant's use of electrical service shall not exceed, either in
          voltage, rated capacity, or overall load, that which Landlord deems to
          be standard for the

                                       14
<PAGE>

          Building. If Tenant requests permission to consume excess electrical
          service, Landlord may refuse to consent or may condition consent upon
          conditions that Landlord reasonably elects (including, without
          limitation, the installation of utility service upgrades, meters,
          submeters, air handlers or cooling units), and the additional usage
          (to the extent permitted by Law), installation and maintenance costs
          shall be paid by Tenant. Landlord shall have the right to separately
          meter electrical usage for the Premises and to measure electrical
          usage by survey or other commonly accepted methods.

XI.  Entry by Landlord.

     Landlord, its agents, contractors and representatives may enter the
Premises to inspect or show the Premises, to clean and make repairs, alterations
or additions to the Premises, and to conduct or facilitate repairs, alterations
or additions to any portion of the Building or the Project, including other
tenants' premises.  Except in emergencies or to provide janitorial service (if
Landlord so elects in accordance with Article IX.A. above) and other regularly
scheduled services after Normal Business Hours, Landlord shall provide Tenant
with reasonable prior notice of entry into the Premises, which may be given
orally.  In addition, except in the event of an emergency, any such entry by
Landlord or its agents, contractors and representatives shall comply with
Tenant's reasonable security requirements such as being escorted by a Tenant
representative, signing in and obtaining security badges.  If reasonably
necessary for the protection and safety of Tenant and its employees, Landlord
shall have the right to temporarily close all or a portion of the Premises to
perform repairs, alterations and additions.  However, except in emergencies,
Landlord will not close the Premises if the work can reasonably be completed on
weekends and after Normal Business Hours.  Entry by Landlord shall not
constitute constructive eviction or entitle Tenant to an abatement or reduction
of Rent.  Notwithstanding the foregoing, except in emergency situations as
determined by Landlord, Landlord shall exercise reasonable efforts to perform
any entry into the Premises in a manner that is reasonably designed to minimize
interference with the operation of Tenant's business in the Premises.
Notwithstanding the foregoing, if Landlord temporarily closes the Premises as
provided above for a period in excess of 3 consecutive Business Days, Tenant, as
its sole remedy, shall be entitled to receive a per diem abatement of Base Rent
during the period beginning on the 4th consecutive Business Days of closure and
ending on the date on which the Premises are returned to Tenant in a tenantable
condition.  Tenant, however, shall not be entitled to an abatement if the
repairs, alterations and/or additions to be performed are required as a result
of the acts or omissions of Tenant, its agents, employees or contractors,
including, without limitation, a default by Tenant in its maintenance and repair
obligations under the Lease.

XII. Assignment and Subletting.

     A.   Except in connection with a Permitted Transfer (defined in Section
          XII.E. below), Tenant shall not assign, sublease, transfer or encumber
          any interest in this Lease or allow any third party to use any portion
          of the Premises (collectively or individually, a "Transfer") without
          the prior written consent of Landlord, which consent shall not be
          unreasonably withheld if Landlord does not elect to exercise its
          termination rights under Section XII.B below.  Without limitation, it
          is agreed that Landlord's consent shall not be considered unreasonably
          withheld if:  (1) the proposed transferee's financial condition does
          not meet the criteria Landlord uses to select Project tenants having
          similar leasehold obligations; (2) the proposed

                                       15
<PAGE>

          transferee's business is not suitable for the Building or the Project
          considering the business of the other tenants and the Project's
          prestige, or would result in a violation of another tenant's rights;
          (3) the proposed transferee is a governmental agency or occupant of
          the Project; (4) Tenant is in default after the expiration of the
          notice and cure periods in this Lease; or (5) any portion of the
          Building, Project or Premises would likely become subject to
          additional or different Laws as a consequence of the proposed
          Transfer. Tenant shall not be entitled to receive monetary damages
          based upon a claim that Landlord unreasonably withheld its consent to
          a proposed Transfer and Tenant's sole remedy shall be an action to
          enforce any such provision through specific performance or declaratory
          judgment. Any attempted Transfer in violation of this Article shall,
          at Landlord's option, be void. Consent by Landlord to one or more
          Transfer(s) shall not operate as a waiver of Landlord's rights to
          approve any subsequent Transfers. In no event shall any Transfer or
          Permitted Transfer release or relieve Tenant from any obligation under
          this Lease.

     B.   As part of its request for Landlord's consent to a Transfer, Tenant
          shall provide Landlord with financial statements for the proposed
          transferee, a complete copy of the proposed assignment, sublease and
          other contractual documents and such other information as Landlord may
          reasonably request.  Landlord shall, by written notice to Tenant
          within 30 days of its receipt of the required information and
          documentation, either: (1) consent to the Transfer by the execution of
          a consent agreement in a form reasonably designated by Landlord or
          reasonably refuse to consent to the Transfer in writing; or (2)
          exercise its right to terminate this Lease with respect to the portion
          of the Premises that Tenant is proposing to assign or sublet.
          Notwithstanding the foregoing, Tenant, within 5 days after receipt of
          Landlord's notice of intent to terminate, may withdraw its request for
          consent to the Transfer.  In such event, Landlord's election to
          terminate the Lease shall be null and void and of no force and effect.
          Any such termination shall be effective on the proposed effective date
          of the Transfer for which Tenant requested consent.  Tenant shall pay
          Landlord a review fee of $750.00 for Landlord's review of any
          Permitted Transfer or requested Transfer, provided if Landlord's
          actual reasonable costs and expenses (including reasonable attorney's
          fees) exceed $750.00, Tenant shall reimburse Landlord for its actual
          reasonable costs and expenses in lieu of a fixed review fee.

     C.   Tenant shall pay Landlord 50% of all rent and other monetary
          consideration which Tenant receives as a result of a Transfer that is
          in excess of the Rent payable to Landlord for the portion of the
          Premises and Term covered by the Transfer.  Tenant shall pay Landlord
          for Landlord's share of any excess within 30 days after Tenant's
          receipt of such excess consideration.  Tenant may deduct from the
          excess all reasonable and customary expenses directly incurred by
          Tenant attributable to the Transfer (other than Landlord's review
          fee), including brokerage fees, legal fees and construction costs.  If
          Tenant is in Monetary Default (defined in Section XIX.A. below),
          Landlord may require that all sublease payments be made directly to
          Landlord, in which case Tenant shall receive a credit against Rent in
          the amount of any payments received (less Landlord's share of any
          excess).

                                       16
<PAGE>

       D. Except as provided below with respect to a Permitted Transfer, if
          Tenant is a corporation, limited liability company, partnership, or
          similar entity, and if the entity which owns or controls a majority of
          the voting shares/rights at any time changes for any reason (including
          but not limited to a merger, consolidation or reorganization but
          specifically excluding an initial or subsequent public offering of
          Tenant's stock on a recognized security exchange or subsequent trading
          of such stock after a public offering has occurred), such change of
          ownership or control shall constitute a Transfer.  The foregoing shall
          not apply so long as Tenant is an entity whose outstanding stock is
          listed on a recognized security exchange, or if at least 80% of its
          voting stock is owned by another entity, the voting stock of which is
          so listed.

       E. Tenant may assign its entire interest under this Lease to a successor
          to Tenant by purchase, merger, consolidation or reorganization without
          the consent of Landlord, provided that all of the following conditions
          are satisfied  (a "Permitted Transfer"):  (1) Tenant is not in default
          under this Lease; (2) Tenant's successor shall own all or
          substantially all of the assets of Tenant; (3) Tenant's successor
          shall have a net worth which is at least equal to the greater of
          Tenant's net worth at the date of this Lease or Tenant's net worth as
          of the day prior to the proposed purchase, merger, consolidation or
          reorganization; (4) the Permitted Use does not allow the Premises to
          be used for retail purposes; and (5) Tenant shall give Landlord
          written notice at least 30 days prior to the effective date of the
          proposed purchase, merger, consolidation or reorganization. Tenant's
          notice to Landlord shall include information and documentation showing
          that each of the above conditions has been satisfied.  If requested by
          Landlord, Tenant's successor shall sign a commercially reasonable form
          of assumption agreement.

XIII.  Liens.

       Tenant shall not permit mechanic's or other liens to be placed upon the
Project, Property, Premises or Tenant's leasehold interest in connection with
any work or service done or purportedly done by or for benefit of Tenant.  If a
lien is so placed, Tenant shall, within 10 days of notice from Landlord of the
filing of the lien, fully discharge the lien by settling the claim which
resulted in the lien or by bonding or insuring over the lien in the manner
prescribed by the applicable lien Law.  If Tenant fails to discharge the lien,
then, in addition to any other right or remedy of Landlord, Landlord may bond or
insure over the lien or otherwise discharge the lien.  Tenant shall reimburse
Landlord for any amount paid by Landlord to bond or insure over the lien or
discharge the lien, including, without limitation, reasonable attorneys' fees
(if and to the extent permitted by Law) within 30 days after receipt of an
invoice from Landlord.

XIV.   Indemnity and Waiver of Claims.

       A. Except to the extent caused by the negligence or willful misconduct of
          Landlord or any Landlord Related Parties (defined below), Tenant shall
          indemnify, defend and hold Landlord, its trustees, members,
          principals, beneficiaries, partners, officers, directors, employees,
          Mortgagee(s) (defined in Article XXVI) and agents ("Landlord Related
          Parties") harmless against and from all liabilities, obligations,
          damages, penalties, claims, actions, costs, charges and expenses,
          including, without limitation, reasonable attorneys' fees and other
          professional fees (if and

                                       17
<PAGE>

          to the extent permitted by Law), which may be imposed upon, incurred
          by or asserted against Landlord or any of the Landlord Related Parties
          and arising out of or in connection with any damage or injury
          occurring in the Premises or any acts or omissions (including
          violations of Law) of Tenant, the Tenant Related Parties (defined
          below) or any of Tenant's transferees, contractors or licensees.

     B.   Except to the extent caused by the negligence or willful misconduct of
          Tenant or any Tenant Related Parties (defined below), Landlord shall
          indemnify, defend and hold Tenant, its trustees, members, principals,
          beneficiaries, partners, officers, directors, employees and agents
          ("Tenant Related Parties") harmless against and from all liabilities,
          obligations, damages, penalties, claims, actions, costs, charges and
          expenses, including, without limitation, reasonable attorneys' fees
          and other professional fees (if and to the extent permitted by Law),
          which may be imposed upon, incurred by or asserted against Tenant or
          any of the Tenant Related Parties and arising out of or in connection
          with the acts or omissions (including violations of Law) of Landlord,
          the Landlord Related Parties or any of Landlord's contractors.

     C.   Landlord and the Landlord Related Parties shall not be liable for, and
          Tenant waives, all claims for loss or damage to Tenant's business or
          loss, theft or damage to Tenant's Property or the property of any
          person claiming by, through or under Tenant resulting from: (1) wind
          or weather; (2) the failure of any sprinkler, heating or air-
          conditioning equipment, any electric wiring or any gas, water or steam
          pipes; (3) the backing up of any sewer pipe or downspout; (4) the
          bursting, leaking or running of any tank, water closet, drain or other
          pipe; (5) water, snow or ice upon or coming through the roof,
          skylight, stairs, doorways, windows, walks or any other place upon or
          near the Building or the Project; (6) any act or omission of any party
          other than Landlord or Landlord Related Parties; and (7) any causes
          not reasonably within the control of Landlord.  Tenant shall insure
          itself against such losses under Article XV below.  Notwithstanding
          the foregoing, except as provided in Article XVI to the contrary,
          Tenant shall not be required to waive any claims against Landlord
          (other than for loss or damage to Tenant's business) where such loss
          or damage is due to Landlord's negligence.  Nothing herein shall be
          construed as to diminish the repair and maintenance obligations of
          Landlord contained elsewhere in this Lease.

XV.  Insurance.

     Tenant shall carry and maintain the following insurance ("Tenant's
Insurance"), at its sole cost and expense:  (1) Commercial General Liability
Insurance applicable to the Premises and its appurtenances providing, on an
occurrence basis, a minimum combined single limit of $3,000,000.00; (2) All Risk
Property/Business Interruption Insurance, including flood, written at
replacement cost value and with a replacement cost endorsement covering all of
Tenant's trade fixtures, equipment, furniture and other personal property within
the Premises ("Tenant's Property"); (3) Workers' Compensation Insurance as
required by the state in which the Premises is located and in amounts as may be
required by applicable statute; and (4) Employers Liability Coverage of at least
$1,000,000.00 per occurrence.  Any company writing any of Tenant's Insurance
shall have an A.M. Best rating of not less than A-VIII.  All Commercial General
Liability Insurance policies shall name Tenant as a named insured and Landlord
(or any

                                       18
<PAGE>

successor), Equity Office Properties Trust, a Maryland real estate investment
trust, EOP Operating Limited Partnership, a Delaware limited partnership, and
their respective members, principals, beneficiaries, partners, officers,
directors, employees, and agents, and other designees of Landlord as the
interest of such designees shall appear, as additional insureds. All policies of
Tenant's Insurance shall contain endorsements that the insurer(s) shall give
Landlord and its designees at least 30 days' advance written notice of any
change, cancellation, termination or lapse of insurance. Tenant shall provide
Landlord with a certificate of insurance evidencing Tenant's Insurance prior to
the earlier to occur of the Commencement Date or the date Tenant is provided
with possession of the Premises for any reason, and upon renewals at least 15
days prior to the expiration of the insurance coverage. So long as the same is
available at commercially reasonable rates, Landlord shall maintain so called
All Risk property insurance on the Building at replacement cost value, as
reasonably estimated by Landlord. Except as specifically provided to the
contrary, the limits of either party's' insurance shall not limit such party's
liability under this Lease.

XVI.   Subrogation.

       Notwithstanding anything in this Lease to the contrary, Landlord and
Tenant hereby waive and shall cause their respective insurance carriers to waive
any and all rights of recovery, claim, action or causes of action against the
other and their respective trustees, principals, beneficiaries, partners,
officers, directors, agents, and employees, for any loss or damage that may
occur to Landlord or Tenant or any party claiming by, through or under Landlord
or Tenant, as the case may be, with respect to Tenant's Property, the Project,
the Building, the Premises, any additions or improvements to the Project,
Building or Premises, or any contents thereof, including all rights of recovery,
claims, actions or causes of action arising out of the negligence of Landlord or
any Landlord Related Parties or the negligence of Tenant or any Tenant Related
Parties, which loss or damage is (or would have been, had the insurance required
by this Lease been carried) covered by insurance.

XVII.  Casualty Damage.

       A. If all or any part of the Premises is damaged by fire or other
          casualty, Tenant shall immediately notify Landlord in writing.  During
          any period of time that all or a material portion of the Premises is
          rendered untenantable as a result of a fire or other casualty, the
          Rent shall abate for the portion of the Premises that is untenantable
          and not used by Tenant.  Landlord shall have the right to terminate
          this Lease if:  (1) the Building or the Project shall be damaged so
          that, in Landlord's reasonable judgment, substantial alteration or
          reconstruction of the Building or the Project, as the case may be,
          shall be required (whether or not the Premises has been damaged);  (2)
          Landlord is not permitted by Law to rebuild the Building or the
          Project in substantially the same form as existed before the fire or
          casualty; (3) the Premises have been materially damaged and there is
          less than 2 years of the Term remaining on the date of the casualty;
          (4) any Mortgagee requires that the insurance proceeds be applied to
          the payment of the mortgage debt; or (5) a material uninsured loss to
          the Building or the Project occurs.  Landlord may exercise its right
          to terminate this Lease by notifying Tenant in writing within 90 days
          after the date of the casualty. If Landlord does not terminate this
          Lease, Landlord shall commence and proceed with reasonable diligence
          to repair and restore the Building and the Leasehold Improvements

                                       19
<PAGE>

          (excluding any Alterations that were performed by Tenant in violation
          of this Lease).  However, in no event shall Landlord be required to
          spend more than the insurance proceeds received by Landlord. Landlord
          shall not be liable for any loss or damage to Tenant's Property or to
          the business of Tenant resulting in any way from the fire or other
          casualty or from the repair and restoration of the damage.  Landlord
          and Tenant hereby waive the provisions of any Law relating to the
          matters addressed in this Article, and agree that their respective
          rights for damage to or destruction of the Premises shall be those
          specifically provided in this Lease.

       B. If all or any portion of the Premises shall be made untenantable by
          fire or other casualty, Landlord shall, with reasonable promptness,
          cause an architect or general contractor selected by Landlord to
          provide Landlord and Tenant with a written estimate of the amount of
          time required to substantially complete the repair and restoration of
          the Premises and make the Premises tenantable again, using standard
          working methods ("Completion Estimate").  If the Completion Estimate
          indicates that the Premises cannot be made tenantable within 270 days
          from the date the repair and restoration is started, then regardless
          of anything in Section XVII.A above to the contrary, either party
          shall have the right to terminate this Lease by giving written notice
          to the other of such election within 10 days after receipt of the
          Completion Estimate.  Tenant, however, shall not have the right to
          terminate this Lease if the fire or casualty was caused by the gross
          negligence or intentional misconduct of Tenant, Tenant Related Parties
          or any of Tenant's transferees, contractors or licensees.

XVIII. Condemnation.

       Either party may terminate this Lease if the whole or any material part
of the Premises shall be taken or condemned for any public or quasi-public use
under Law, by eminent domain or private purchase in lieu thereof (a "Taking").
Landlord shall also have the right to terminate this Lease if there is a Taking
of any portion of the Building, Property, or Project which would leave the
remainder of the Building or the Project unsuitable for use as an office
building or an office park, as the case may be, in a manner comparable to the
use of the Building and/or Project prior to the Taking. In order to exercise its
right to terminate the Lease, Landlord or Tenant, as the case may be, must
provide written notice of termination to the other within 45 days after the
terminating party first receives notice of the Taking. Any such termination
shall be effective as of the date the physical taking of the Premises or the
portion of the Project, Building or Property occurs. If this Lease is not
terminated, the Rentable Square Footage of the Building, the Rentable Square
Footage of the Premises, the Rentable Square Footage of the Project and Tenant's
Pro Rata Share shall, if applicable, be appropriately adjusted. In addition,
Rent for any portion of the Premises taken or condemned shall be abated during
the unexpired Term of this Lease effective when the physical taking of the
portion of the Premises occurs. All compensation awarded for a Taking, or sale
proceeds, shall be the property of Landlord, any right to receive compensation
or proceeds being expressly waived by Tenant. However, Tenant may file a
separate claim at its sole cost and expense for Tenant's Property and Tenant's
reasonable relocation expenses, provided the filing of the claim does not
diminish the award which would otherwise be receivable by Landlord.

                                       20
<PAGE>

XIX. Events of Default.

     Tenant shall be considered to be in default of this Lease upon the
occurrence of any of the following events of default:

     A.   Tenant's failure to pay when due all or any portion of the Rent, if
          the failure continues for 5 days after written notice to Tenant
          ("Monetary Default").

     B.   Tenant's failure (other than a Monetary Default) to comply with any
          term, provision or covenant of this Lease, if the failure is not cured
          within 10 days after written notice to Tenant.  However, if Tenant's
          failure to comply cannot reasonably be cured within 10 days, Tenant
          shall be allowed additional time (not to exceed 60 days) as is
          reasonably necessary to cure the failure so long as:  (1) Tenant
          commences to cure the failure within 10 days, and (2) Tenant
          diligently pursues a course of action that will cure the failure and
          bring Tenant back into compliance with the Lease.  However, if
          Tenant's failure to comply creates a hazardous condition, the failure
          must be cured immediately upon notice to Tenant.  In addition, if
          Landlord provides Tenant with notice of Tenant's failure to comply
          with any term, provision or covenant of the Lease on 3 occasions
          during any 12 month period, Tenant's subsequent violation of such
          term, provision or covenant shall, at Landlord's option, be an
          incurable event of default by Tenant.

     C.   Tenant or any Guarantor becomes insolvent, makes a transfer in fraud
          of creditors or makes an assignment for the benefit of creditors, or
          admits in writing its inability to pay its debts when due.

     D.   The leasehold estate is taken by process or operation of Law.

     E    Tenant is in default beyond any notice and cure period under any other
          lease or agreement with Landlord at the Project, including, without
          limitation, any lease or agreement for parking.

XX.  Remedies.

     A.   Upon the occurrence of any event or events of default under this
          Lease, whether enumerated in Article XIX or not, Landlord shall have
          the option to pursue any one or more of the following remedies without
          any notice (except as expressly prescribed herein) or demand
          whatsoever (and without limiting the generality of the foregoing,
          Tenant hereby specifically waives notice and demand for payment of
          Rent or other obligations and waives any and all other notices or
          demand requirements imposed by applicable law):

          1.   Terminate this Lease and Tenant's right to possession of the
               Premises and recover from Tenant an award of damages equal to the
               sum of the following:

               (a)  The Worth at the Time of Award of the unpaid Rent which had
                    been earned at the time of termination;

                                       21
<PAGE>

               (b)  The Worth at the Time of Award of the amount by which the
                    unpaid Rent which would have been earned after termination
                    until the time of award exceeds the amount of such Rent loss
                    that Tenant affirmatively proves could have been reasonably
                    avoided;

               (c)  The Worth at the Time of Award of the amount by which the
                    unpaid Rent for the balance of the Term after the time of
                    award exceeds the amount of such Rent loss that Tenant
                    affirmatively proves could be reasonably avoided;

               (d)  Any other amount necessary to compensate Landlord for all
                    the detriment either 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; and

               (e)  All such other amounts in addition to or in lieu of the
                    foregoing as may be permitted from time to time under
                    applicable law.

               The "Worth at the Time of Award" of the amounts referred to in
               parts (a) and (b) above, shall be computed by allowing interest
               at the lesser of a per annum rate equal to: (i) the greatest per
               annum rate of interest permitted from time to time under
               applicable law, or (ii) the Prime Rate plus five percent (5%).
               For purposes hereof, the "Prime Rate" shall be the per annum
               interest rate publicly announced as its prime or base rate by a
               federally insured bank selected by Landlord in the State of
               California.  The "Worth at the Time of Award" of the amount
               referred to in part (c), above, shall be computed by discounting
               such amount at the discount rate of the Federal Reserve Bank of
               San Francisco at the time of award plus one percent (1%);

          2.   Employ the remedy described in California Civil Code (S) 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

          3.   Notwithstanding Landlord's exercise of the remedy described in
               California Civil Code (S) 1951.4 in respect of an event or events
               of default, at such time thereafter as Landlord may elect in
               writing, to terminate this Lease and Tenant's right to possession
               of the Premises and recover an award of damages as provided above
               in Paragraph XX.A.1.

     B.   The subsequent acceptance of Rent hereunder by Landlord shall not be
          deemed to be a waiver of any preceding breach by Tenant of any term,
          covenant or condition of this Lease, other than the failure of Tenant
          to pay the particular Rent so accepted, regardless of Landlord's
          knowledge of such preceding breach at the time of acceptance of such
          Rent.  No waiver by Landlord of any breach hereof shall be effective
          unless such waiver is in writing and signed by Landlord.

                                       22
<PAGE>

      C.  TENANT HEREBY WAIVES ANY AND ALL RIGHTS CONFERRED BY SECTION 3275 OF
          THE CIVIL CODE OF CALIFORNIA AND BY SECTIONS 1174(c) AND 1179 OF THE
          CODE OF CIVIL PROCEDURE OF CALIFORNIA AND ANY AND ALL OTHER LAWS AND
          RULES OF LAW FROM TIME TO TIME IN EFFECT DURING THE LEASE TERM
          PROVIDING THAT TENANT SHALL HAVE ANY RIGHT TO REDEEM, REINSTATE OR
          RESTORE THIS LEASE FOLLOWING ITS TERMINATION BY REASON OF TENANT'S
          BREACH.  TENANT ALSO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY
          LAW, THE RIGHT TO TRIAL BY JURY IN ANY LITIGATION ARISING OUT OF OR
          RELATING TO THIS LEASE.

      D.  No right or remedy herein conferred upon or reserved to Landlord is
          intended to be exclusive of any other right or remedy, and each and
          every right and remedy shall be cumulative and in addition to any
          other right or remedy given hereunder or now or hereafter existing by
          agreement, applicable law or in equity.  In addition to other remedies
          provided in this Lease, Landlord shall be entitled, to the extent
          permitted by applicable Law, to injunctive relief, or to a decree
          compelling performance of any of the covenants, agreements, conditions
          or provisions of this Lease, or to any other remedy allowed to
          Landlord at law or in equity.  Forbearance by Landlord to enforce one
          or more of the remedies herein provided upon an event of default shall
          not be deemed or construed to constitute a waiver of such default.

      E.  This Article XX shall be enforceable to the maximum extent such
          enforcement is not prohibited by applicable Law, and the
          unenforceability of any portion thereof shall not thereby render
          unenforceable any other portion.

XXI.  Limitation of Liability.

      NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS LEASE, THE
LIABILITY OF LANDLORD (AND OF ANY SUCCESSOR LANDLORD) TO TENANT SHALL BE LIMITED
TO THE INTEREST OF LANDLORD IN THE PROJECT.  TENANT SHALL LOOK SOLELY TO
LANDLORD'S INTEREST IN THE PROJECT FOR THE RECOVERY OF ANY JUDGMENT OR AWARD
AGAINST LANDLORD. NEITHER LANDLORD NOR ANY LANDLORD RELATED PARTY SHALL BE
PERSONALLY LIABLE FOR ANY JUDGMENT OR DEFICIENCY.  BEFORE FILING SUIT FOR AN
ALLEGED DEFAULT BY LANDLORD, TENANT SHALL GIVE LANDLORD AND THE MORTGAGEE(S)
(DEFINED IN ARTICLE XXVI BELOW) WHOM TENANT HAS BEEN NOTIFIED HOLD MORTGAGES
(DEFINED IN ARTICLE XXVI BELOW) ON THE PROPERTY, BUILDING OR PREMISES, NOTICE
AND REASONABLE TIME TO CURE THE ALLEGED DEFAULT.

XXII. No Waiver.

      Either party's failure to declare a default immediately upon its
occurrence, or delay in taking action for a default shall not constitute a
waiver of the default, nor shall it constitute an estoppel. Either party's
failure to enforce its rights for a default shall not constitute a waiver of its
rights regarding any subsequent default. Receipt by Landlord of Tenant's keys to
the Premises shall not constitute an acceptance or surrender of the Premises.

                                       23
<PAGE>

XXIII. Quiet Enjoyment.

       Tenant shall, and may peacefully have, hold and enjoy the Premises,
subject to the terms of this Lease, provided Tenant pays the Rent and fully
performs all of its covenants and agreements. This covenant and all other
covenants of Landlord shall be binding upon Landlord and its successors only
during its or their respective periods of ownership of the Building, and shall
not be a personal covenant of Landlord or the Landlord Related Parties.

XXIV.  Relocation.

       INTENTIONALLY OMITTED.

XXV.   Holding Over.

       Except for any permitted occupancy by Tenant under Article VIII, if
Tenant fails to surrender the Premises at the expiration or earlier termination
of this Lease, occupancy of the Premises after the termination or expiration
shall be that of a tenancy at sufferance. Tenant's occupancy of the Premises
during the holdover shall be subject to all the terms and provisions of this
Lease and Tenant shall pay an amount (on a per month basis without reduction for
partial months during the holdover) equal to 150% of the greater of: (1) the sum
of the Base Rent and Additional Rent due for the period immediately preceding
the holdover; or (2) the fair market gross rental for the Premises as reasonably
determined by Landlord. No holdover by Tenant or payment by Tenant after the
expiration or early termination of this Lease shall be construed to extend the
Term or prevent Landlord from immediate recovery of possession of the Premises
by summary proceedings or otherwise. In addition to the payment of the amounts
provided above, if Landlord is unable to deliver possession of the Premises to a
new tenant, or to perform improvements for a new tenant, as a result of Tenant's
holdover and Tenant fails to vacate the Premises within 30 days after Landlord
notifies Tenant of Landlord's inability to deliver possession, or perform
improvements, Tenant shall be liable to Landlord for all damages, including,
without limitation, consequential damages, that Landlord suffers from the
holdover.

XXVI.  Subordination to Mortgages; Estoppel Certificate.

       Tenant accepts this Lease subject and subordinate to any mortgage(s),
deed(s) of trust, ground lease(s) or other lien(s) now or subsequently arising
upon the Premises, the Building, the Property or the Project, and to renewals,
modifications, refinancings and extensions thereof (collectively referred to as
a "Mortgage"). The party having the benefit of a Mortgage shall be referred to
as a "Mortgagee". This clause shall be self-operative, but upon request from a
Mortgagee, Tenant shall execute a commercially reasonable subordination
agreement in favor of the Mortgagee. In lieu of having the Mortgage be superior
to this Lease, a Mortgagee shall have the right at any time to subordinate its
Mortgage to this Lease. If requested by a successor-in-interest to all or a part
of Landlord's interest in the Lease, Tenant shall, without charge, attorn to the
successor-in-interest. Landlord and Tenant shall each, within 10 days after
receipt of a written request from the other, execute and deliver an estoppel
certificate to those parties as are reasonably requested by the other (including
a Mortgagee or prospective purchaser). The estoppel certificate shall include a
statement certifying that this Lease is unmodified (except as identified in the
estoppel certificate) and in full force and effect, describing the dates to
which Rent and other charges have been paid, representing that, to such party's
actual knowledge, there is no default (or stating the nature of the alleged
default) and indicating

                                       24
<PAGE>

other matters with respect to the Lease that may reasonably be requested.
Notwithstanding the foregoing, upon written request by Tenant, Landlord will use
reasonable efforts to obtain a non-disturbance, subordination and attornment
agreement from Landlord's then current Mortgagee on such Mortgagee's then
current standard form of agreement. "Reasonable efforts" of Landlord shall not
require Landlord to incur any cost, expense or liability to obtain such
agreement, it being agreed that Tenant shall be responsible for any fee or
review costs charged by the Mortgagee. Upon request of Landlord, Tenant will
execute the Mortgagee's form of non-disturbance, subordination and attornment
agreement and return the same to Landlord for execution by the Mortgagee.
Landlord's failure to obtain a non-disturbance, subordination and attornment
agreement for Tenant shall have no effect on the rights, obligations and
liabilities of Landlord and Tenant or be considered to be a default by Landlord
hereunder.

XXVII.  Attorneys' Fees.

        If either party institutes a suit against the other for violation of or
to enforce any covenant or condition of this Lease, or if either party
intervenes in any suit in which the other is a party to enforce or protect its
interest or rights, the prevailing party shall be entitled to all of its costs
and expenses, including, without limitation, reasonable attorneys' fees.

XXVIII. Notice.

        If a demand, request, approval, consent or notice (collectively referred
to as a "notice") shall or may be given to either party by the other, the notice
shall be in writing and delivered by hand or sent by registered or certified
mail with return receipt requested, or sent by overnight or same day courier
service at the party's respective Notice Address(es) set forth in Article I,
except that if Tenant has vacated the Premises (or if the Notice Address for
Tenant is other than the Premises, and Tenant has vacated such address) without
providing Landlord a new Notice Address, Landlord may serve notice in any manner
described in this Article or in any other manner permitted by Law. Each notice
shall be deemed to have been received or given on the earlier to occur of actual
delivery or the date on which delivery is refused, or, if Tenant has vacated the
Premises or the other Notice Address of Tenant without providing a new Notice
Address, three (3) days after notice is deposited in the U.S. mail or with a
courier service in the manner described above. Either party may, at any time,
change its Notice Address by giving the other party written notice of the new
address in the manner described in this Article.

XXIX.   Excepted Rights.

        This Lease does not grant any rights to light or air over or about the
Building or the Project.  Landlord excepts and reserves exclusively to itself
the use of:  (1) roofs, (2) telephone, electrical and janitorial closets, (3)
equipment rooms, Building risers or similar areas that are used by Landlord for
the provision of building services, (4) rights to the land and improvements
below the floor of the Premises and the Project, (5) the improvements and air
rights above the Premises, (6) the improvements and air rights outside the
demising walls of the Premises, and (7) the areas within the Premises used for
the installation of utility lines and other installations serving occupants of
the Building and/or the Project.  Notwithstanding the foregoing to the contrary,
subject to the terms of Article IX above and the other provisions of this Lease,
Tenant shall have the right to access the areas specified in subclauses (1),
(2), (3) and (7) above.  Landlord has the right to change the name or address of
the Building and/or the Project.  Landlord also has the right to make such other
changes to the Project, Property and Building as

                                       25
<PAGE>

Landlord deems appropriate, provided the changes do not materially affect
Tenant's ability to use the Premises for the Permitted Use. Landlord shall also
have the right (but not the obligation) to temporarily close the Building and/or
the Project if Landlord reasonably determines that there is an imminent danger
of significant damage to the Building or the Project or of personal injury to
Landlord's employees or the occupants of the Building and/or the Project. The
circumstances under which Landlord may temporarily close the Building and/or the
Project shall include, without limitation, electrical interruptions, hurricanes
and civil disturbances. A closure of the Building and/or the Project under such
circumstances shall not constitute a constructive eviction nor entitle Tenant to
an abatement or reduction of Rent. Notwithstanding the foregoing, if Landlord
temporarily closes the Premises as provided above for a period in excess of 3
consecutive Business Days, Tenant, as its sole remedy, shall be entitled to
receive a per diem abatement of Base Rent during the period beginning on the
4/th/ consecutive Business Day of closure and ending on the date on which the
Premises are returned to Tenant in a tenantable condition. Tenant, however,
shall not be entitled to an abatement if the closure is as a result of the acts
or omissions of Tenant, its agents, employees or contractors.

XXX.  Surrender of Premises.

      At the expiration or earlier termination of this Lease or Tenant's right
of possession, Tenant shall remove Tenant's Property (defined in Article XV)
from the Premises, and quit and surrender the Premises to Landlord, broom clean,
and in good order, condition and repair, ordinary wear and tear excepted. Tenant
shall also be required to remove the Required Removables in accordance with
Article VIII. If Tenant fails to remove any of Tenant's Property within 2 days
after the termination of this Lease or of Tenant's right to possession,
Landlord, at Tenant's sole cost and expense, shall be entitled (but not
obligated) to remove and store Tenant's Property. Landlord shall not be
responsible for the value, preservation or safekeeping of Tenant's Property.
Tenant shall pay Landlord, upon demand, the expenses and storage charges
incurred for Tenant's Property. In addition, if Tenant fails to remove Tenant's
Property from the Premises or storage, as the case may be, within 30 days after
written notice, Landlord may deem all or any part of Tenant's Property to be
abandoned, and title to Tenant's Property shall be deemed to be immediately
vested in Landlord.

XXXI. Miscellaneous.

      A.  This Lease and the rights and obligations of the parties shall be
          interpreted, construed and enforced in accordance with the Laws of the
          State of California and Landlord and Tenant hereby irrevocably consent
          to the jurisdiction and proper venue of such state.  If any term or
          provision of this Lease shall to any extent be invalid or
          unenforceable, the remainder of this Lease shall not be affected, and
          each provision of this Lease shall be valid and enforced to the
          fullest extent permitted by Law.  The headings and titles to the
          Articles and Sections of this Lease are for convenience only and shall
          have no effect on the interpretation of any part of the Lease.

     B.   Tenant shall not record this Lease or any memorandum without
          Landlord's prior written consent.

     C.   Landlord and Tenant hereby waive any right to trial by jury in any
          proceeding based upon a breach of this Lease.

                                       26
<PAGE>

     D.   Whenever a period of time is prescribed for the taking of an action by
          Landlord or Tenant, the period of time for the performance of such
          action shall be extended by the number of days that the performance is
          actually delayed due to strikes, acts of God, shortages of labor or
          materials, war, civil disturbances and other causes beyond the
          reasonable control of the performing party ("Force Majeure").
          However, events of Force Majeure shall not extend any period of time
          for the payment of Rent or other sums payable by either party or any
          period of time for the written exercise of an option or right by
          either party.

     E.   Landlord shall have the right to transfer and assign, in whole or in
          part, all of its rights and obligations under this Lease and in the
          Project, Building and/or Property referred to herein, and upon such
          transfer Landlord shall be released from any further obligations
          hereunder, and Tenant agrees to look solely to the successor in
          interest of Landlord for the performance of such obligations.

     F.   Tenant represents that it has dealt directly with and only with the
          Broker as a broker in connection with this Lease.  Tenant shall
          indemnify and hold Landlord and the Landlord Related Parties harmless
          from all claims of any other brokers claiming to have represented
          Tenant in connection with this Lease.  Landlord agrees to indemnify
          and hold Tenant and the Tenant Related Parties harmless from all
          claims of any brokers claiming to have represented Landlord in
          connection with this Lease.

     G.   Tenant covenants, warrants and represents that:  (1) each individual
          executing, attesting and/or delivering this Lease on behalf of Tenant
          is authorized to do so on behalf of Tenant; (2) this Lease is binding
          upon Tenant; and (3) Tenant is duly organized and legally existing in
          the state of its organization and is qualified to do business in the
          State of California.  If there is more than one Tenant, or if Tenant
          is comprised of more than one party or entity, the obligations imposed
          upon Tenant shall be joint and several obligations of all the parties
          and entities.  Notices, payments and agreements given or made by, with
          or to any one person or entity shall be deemed to have been given or
          made by, with and to all of them.

     H.   Time is of the essence with respect to Tenant's exercise of any
          expansion, renewal or extension rights granted to Tenant.  This Lease
          shall create only the relationship of landlord and tenant between the
          parties, and not a partnership, joint venture or any other
          relationship.  This Lease and the covenants and conditions in this
          Lease shall inure only to the benefit of and be binding only upon
          Landlord and Tenant and their permitted successors and assigns.

     I.   The expiration of the Term, whether by lapse of time or otherwise,
          shall not relieve either party of any obligations which accrued prior
          to or which may continue to accrue after the expiration or early
          termination of this Lease.  Without limiting the scope of the prior
          sentence, it is agreed that Tenant's obligations under Articles IV,
          VIII, XIV, XX, XXV and XXX shall survive the expiration or early
          termination of this Lease.

                                       27
<PAGE>

       J.   Landlord has delivered a copy of this Lease to Tenant for Tenant's
            review only, and the delivery of it does not constitute an offer to
            Tenant or an option. This Lease shall not be effective against any
            party hereto until an original copy of this Lease has been signed by
            such party.

       K.  All understandings and agreements previously made between the parties
           are superseded by this Lease, and neither party is relying upon any
           warranty, statement or representation not contained in this Lease.
           This Lease may be modified only by a written agreement signed by
           Landlord and Tenant.

       L.  This Lease shall be subject to the terms and conditions of (a)
           Declaration Of Covenants, Conditions And Restrictions Of Shoreline
           Technology Park ("Declaration") imposing certain covenants,
           conditions and restrictions on the use and management of Shoreline
           Technology Park, (b) the Bylaws ("Bylaws") of Shoreline Park
           Association ("Association"), a California nonprofit mutual benefit
           corporation charged with the responsibility of managing Shoreline
           Technology Park in accordance with the Declaration, Articles Of
           Incorporation of the Association ("Articles") and the Bylaws, and (c)
           the rules ("Rules") adopted from time to time by the Association in
           accordance with the Declaration providing for restrictions on the use
           of Shoreline Technology Park. The Declaration, Bylaws, Articles and
           Rules are collectively referred to herein as the "Governing
           Documents". Any failure to comply with the Governing Documents (after
           the expiration of the applicable notice and cure period hereunder)
           shall be a default under the terms of this Lease.

XXXII. Entire Agreement.

       This Lease and the following exhibits and attachments constitute the
entire agreement between the parties and supersede all prior agreements and
understandings related to the Premises, including all lease proposals, letters
of intent and other documents: Exhibit A-1 (Outline and Location of Premises),
Exhibit A-2 (Outline and Location of Project), Exhibit A-3 (Outline and Location
of Recreational Area), Exhibit B (Rules and Regulations), Exhibit C
(Commencement Letter), Exhibit D (Work Letter Agreement), Exhibit E (Additional
Provisions), Exhibit F (Parking Agreement) and Exhibit G (Form of Letter of
Credit).

                                       28
<PAGE>

     Landlord and Tenant have executed this Lease as of the day and year first
above written.


                                   LANDLORD:

                                   EOP-SHORELINE TECHNOLOGY PARK, L.L.C., a
                                   Delaware limited liability company

                                   By:  EOP Operating Limited Partnership, a
                                        Delaware limited partnership, its sole
                                        member

                                        By:  Equity Office Properties Trust, a
                                             Maryland real estate investment
                                             trust, its managing general partner

                                             By:  _____________________________

                                             Name:  ___________________________

                                             Title:  __________________________



                                   TENANT:

                                   MARKETFIRST SOFTWARE, INC., a Delaware
                                   corporation

                                   By:    _____________________________
                                   Name:  _____________________________
                                   Title: _____________________________


                                   By:    _____________________________
                                   Name:  _____________________________
                                   Title: _____________________________

                                       29
<PAGE>

                                  EXHIBIT A-1

                       OUTLINE AND LOCATION OF PREMISES
                       --------------------------------

     This Exhibit is attached to and made a part of the Lease dated as of
_____________, 1999, by and between EOP-SHORELINE TECHNOLOGY PARK, L.L.C., a
Delaware limited liability company ("Landlord") and MARKETFIRST SOFTWARE, INC.,
a Delaware corporation ("Tenant") for space in the Building located at 2061
Stierlin Court, Mountain View, California.
<PAGE>

                                  EXHIBIT A-2

                        OUTLINE AND LOCATION OF PROJECT
                        -------------------------------

     This Exhibit is attached to and made a part of the Lease dated as of
_____________, 1999, by and between EOP-SHORELINE TECHNOLOGY PARK, L.L.C., a
Delaware limited liability company ("Landlord") and MARKETFIRST SOFTWARE, INC.,
a Delaware corporation ("Tenant") for space in the Building located at 2061
Stierlin Court, Mountain View, California.
<PAGE>

                                  EXHIBIT A-3

                   OUTLINE AND LOCATION OF RECREATIONAL AREA
                   -----------------------------------------

     This Exhibit is attached to and made a part of the Lease dated as of
_____________, 1999, by and between EOP-SHORELINE TECHNOLOGY PARK, L.L.C., a
Delaware limited liability company ("Landlord") and MARKETFIRST SOFTWARE, INC.,
a Delaware corporation ("Tenant") for space in the Building located at 2061
Stierlin Court, Mountain View, California.
<PAGE>

                                   EXHIBIT B

                        BUILDING RULES AND REGULATIONS
                        ------------------------------

     The following rules and regulations shall apply, where applicable, to the
Premises, the Building, the parking garage (if any), the Property, the Project
and the appurtenances.  Capitalized terms have the same meaning as defined in
the Lease.

1.   Sidewalks, doorways, vestibules, halls, stairways and other similar areas
     shall not be obstructed by Tenant or used by Tenant for any purpose other
     than ingress and egress to and from the Premises.  No rubbish, litter,
     trash, or material shall be placed, emptied, or thrown in those areas.  At
     no time shall Tenant permit Tenant's employees to loiter in Common Areas or
     elsewhere about the Property or Project.

2.   Plumbing fixtures and appliances shall be used only for the purposes for
     which designed, and no sweepings, rubbish, rags or other unsuitable
     material shall be thrown or placed in the fixtures or appliances.  Damage
     resulting to fixtures or appliances by Tenant, its agents, employees or
     invitees, shall be paid for by Tenant, and Landlord shall not be
     responsible for the damage.

3.   No signs, advertisements or notices shall be painted or affixed to windows,
     doors or other parts of the Building or Project, except those of such
     color, size, style and in such places as are first approved in writing by
     Landlord.  All tenant identification and suite numbers at the entrance to
     the Premises shall be installed by Landlord, at Tenant's cost and expense,
     using the standard graphics for the Building. Except in connection with the
     hanging of lightweight pictures and wall decorations, no nails, hooks or
     screws shall be inserted into any part of the Premises, Building or Project
     except by Landlord's maintenance personnel.

4.   No directory listing tenants or employees shall be permitted unless
     previously consented to by Landlord in writing.

5.   Tenant shall not place any lock(s) on any door in the Premises, Building or
     Project without Landlord's prior written consent and Landlord shall have
     the right to retain at all times and to use keys to all locks within and
     into the Premises.  A reasonable number of keys to the locks on the entry
     doors in the Premises shall be furnished by Landlord to Tenant at Tenant's
     cost, and Tenant shall not make any duplicate keys.  All keys shall be
     returned to Landlord at the expiration or early termination of this Lease.

6.   All contractors, contractor's representatives and installation technicians
     performing work in the Building and/or the Project shall be subject to
     Landlord's prior approval, which approval shall not be unreasonably
     withheld, and shall be required to comply with Landlord's standard rules,
     regulations, policies and procedures, which may be revised from time to
     time.

7.   Movement in or out of the Building or the Project of furniture or office
     equipment, or dispatch or receipt by Tenant of merchandise or materials
     shall be restricted to hours reasonably designated by Landlord.  Tenant
     shall obtain Landlord's prior approval by providing a detailed listing of
     the activity.  If approved by Landlord, the activity shall be
<PAGE>

     under the supervision of Landlord and performed in the manner required by
     Landlord. Tenant shall assume all risk for damage to articles moved and
     injury to any persons resulting from the activity. If equipment, property,
     or personnel of Landlord or of any other party is damaged or injured as a
     result of or in connection with the activity, Tenant shall be solely liable
     for any resulting damage or loss.

8.   Landlord shall have the right to approve the weight, size, or location of
     heavy equipment or articles in and about the Premises.  Damage to the
     Building and/or Project by the installation, maintenance, operation,
     existence or removal of Tenant's Property shall be repaired at Tenant's
     sole expense.

9.   Corridor doors, when not in use, shall be kept closed.

10.  Tenant shall not: (1) make or permit any improper, objectionable or
     unpleasant noises or odors in the Project, or otherwise interfere in any
     way with other tenants or persons having business with them; (2) solicit
     business or distribute, or cause to be distributed, in any portion of the
     Project, handbills, promotional materials or other advertising; or (3)
     conduct or permit other activities in the Building or Project that might,
     in Landlord's sole opinion, constitute a nuisance.

11.  No animals, except those assisting handicapped persons, and no aquariums
     shall be brought into the Building or the Project or kept in or about the
     Premises.

12.  No inflammable, explosive or dangerous fluids or substances shall be used
     or kept by Tenant in the Premises, Building, Project or about the Property.
     Tenant shall not, without Landlord's prior written consent, use, store,
     install, spill, remove, release or dispose of, within or about the Premises
     or any other portion of the Property or Project, any asbestos-containing
     materials or any solid, liquid or gaseous material now or subsequently
     considered toxic or hazardous under the provisions of 42 U.S.C. Section
     9601 et seq. or any other applicable environmental Law which may now or
     later be in effect.  Tenant shall comply with all Laws pertaining to and
     governing the use of these materials by Tenant, and shall remain solely
     liable for the costs of abatement and removal.

13.  Tenant shall not use or occupy the Premises in any manner or for any
     purpose which might injure the reputation or impair the present or future
     value of the Premises or the Building or the Project.  Tenant shall not
     use, or permit any part of the Premises to be used, for lodging, sleeping
     or for any illegal purpose.

14.  Tenant shall not take any action which would violate Landlord's labor
     contracts or which would cause a work stoppage, picketing, labor disruption
     or dispute, or interfere with Landlord's or any other tenant's or
     occupant's business or with the rights and privileges of any person
     lawfully in the Building and/or the Project ("Labor Disruption").  Tenant
     shall take the actions necessary to resolve the Labor Disruption, and shall
     have pickets removed and, at the request of Landlord, immediately terminate
     any work in the Premises that gave rise to the Labor Disruption, until
     Landlord gives its written consent for the work to resume.  Tenant shall
     have no claim for damages against Landlord or any of the Landlord Related
     Parties, nor shall the Commencement Date of the Term be extended as a
     result of the above actions.
<PAGE>

15.  Tenant shall not install, operate or maintain in the Premises or in any
     other area of the Building or the Project, electrical equipment that would
     overload the electrical system beyond its capacity for proper, efficient
     and safe operation as determined solely by Landlord.  Tenant shall not
     furnish cooling or heating to the Premises, including, without limitation,
     the use of electronic or gas heating devices, without Landlord's prior
     written consent.  Tenant shall not use more than its proportionate share of
     telephone lines and other telecommunication facilities available to service
     the Project.

16.  Tenant shall not operate or permit to be operated a coin or token operated
     vending machine or similar device (including, without limitation,
     telephones, lockers, toilets, scales, amusement devices and machines for
     sale of beverages, foods, candy, cigarettes and other goods), except for
     machines for the exclusive use of Tenant's employees.

17.  Bicycles and other vehicles are not permitted on the walkways outside the
     Building, except in areas designated by Landlord.

18.  Landlord may from time to time adopt systems and procedures for the
     security and safety of the Building, the Project and their occupants,
     entry, use and contents.  Tenant, its agents, employees, contractors,
     guests and invitees shall comply with Landlord's systems and procedures.

19.  Landlord shall have the right to prohibit the use of the name of the
     Building and/or the Project or any other publicity by Tenant that in
     Landlord's sole opinion may impair the reputation of the Building and/or
     the Project or their desirability.  Upon written notice from Landlord,
     Tenant shall refrain from and discontinue such publicity immediately.

20.  Tenant shall not canvass, solicit or peddle in or about the Building, the
     Property or the Project.

21.  Neither Tenant nor its agents, employees, contractors, guests or invitees
     shall smoke or permit smoking in the Common Areas, unless the Common Areas
     have been declared a designated smoking area by Landlord, nor shall the
     above parties allow smoke from the Premises to emanate into the Common
     Areas or any other part of the Building or Project.  Landlord shall have
     the right to designate the Building (including the Premises)  and/or the
     Project as a non-smoking building or area.

22.  Landlord shall have the right to designate and approve standard window
     coverings for the Premises and to establish rules to assure that the
     Building and Project present a uniform exterior appearance.

23.  Deliveries to and from the Premises shall be made only at the times, in the
     areas and through the entrances and exits designated by Landlord.  Tenant
     shall not make deliveries to or from the Premises in a manner that might
     interfere with the use by any other tenant of its premises or of the Common
     Areas, any pedestrian use, or any use which is inconsistent with good
     business practice.
<PAGE>

24.  The work of cleaning personnel shall not be hindered by Tenant after 5:30
     p.m., and cleaning work may be done at any time when the offices are
     vacant. Windows, doors and fixtures may be cleaned at any time.  Tenant
     shall provide adequate waste and rubbish receptacles to prevent
     unreasonable hardship to the cleaning service.
<PAGE>

                                   EXHIBIT C

                              COMMENCEMENT LETTER
                              -------------------
                                   (EXAMPLE)


Date     ______________________

Tenant   ______________________
Address  ______________________
         ______________________
         ______________________

Re:  Commencement Letter with respect to that certain Lease dated as of
     ___________, 1999, by and between EOP-SHORELINE TECHNOLOGY PARK, L.L.C., a
     Delaware limited liability company, as Landlord, and MARKETFIRST SOFTWARE,
     INC., a Delaware corporation, as Tenant, for 66,096 rentable square feet in
     the Building located at 2061 Stierlin Court, Mountain View, California.

Dear __________________:

     In accordance with the terms and conditions of the above referenced Lease,
Tenant accepts possession of the Premises and agrees:

     1.   The Commencement Date of the Lease is ________________________;

     2.   The Termination Date of the Lease is ____________________________.

     Please acknowledge your acceptance of possession and agreement to the terms
set forth above by signing all 3 counterparts of this Commencement Letter in the
space provided and returning 2 fully executed counterparts to my attention.

Sincerely,

___________________________________
Property Manager

Agreed and Accepted:


     Tenant: ______________________

     By:     ______________________
     Name:   ______________________
     Title:  ______________________
     Date:   ______________________
<PAGE>

                                   EXHIBIT D

                                  WORK LETTER
                                  -----------

     This Exhibit is attached to and made a part of the Lease dated as of
_____________, 1999, by and between EOP-SHORELINE TECHNOLOGY PARK, L.L.C., a
Delaware limited liability company ("Landlord") and MARKETFIRST SOFTWARE, INC.,
a Delaware corporation ("Tenant") for space in the Building located at 2061
Stierlin Court, Mountain View, California.


I.   Alterations and Allowance.
     -------------------------

     A.   Tenant, following the delivery of the Premises by Landlord and the
          full and final execution and delivery of this Lease and all prepaid
          rental and security deposits required hereunder, shall have the right
          to perform alterations and improvements in the Premises (the "Initial
          Alterations").  Notwithstanding the foregoing, Tenant and its
          contractors shall not have the right to perform Initial Alterations in
          the Premises unless and until Tenant has complied with all of the
          terms and conditions of Article IX.C. of this Lease, including,
          without limitation, approval by Landlord of the final plans for the
          Initial Alterations and the contractors to be retained by Tenant to
          perform such Initial Alterations. Tenant shall be responsible for all
          elements of the design of Tenant's plans (including, without
          limitation, compliance with law, functionality of design, the
          structural integrity of the design, the configuration of the premises
          and the placement of Tenant's furniture, appliances and equipment),
          and Landlord's approval of Tenant's plans shall in no event relieve
          Tenant of the responsibility for such design.  Landlord shall review
          Tenant's plans within 10 Business Days of receipt from Tenant.  If
          Landlord does not respond to Tenant with such 10 Business Day period,
          then Landlord shall be deemed to have approved the plans.  Tenant may
          choose the general contractor that shall perform the Initial
          Alterations in the Premises, subject to Landlord's approval.
          Landlord's approval of the contractors to perform the Initial
          Alterations shall not be unreasonably withheld.  The parties agree
          that Landlord's approval of the general contractor to perform the
          Initial Alterations shall not be considered to be unreasonably
          withheld if any such general contractor (i) does not have trade
          references reasonably acceptable to Landlord, (ii) does not maintain
          insurance as required pursuant to the terms of this Lease, (iii) does
          not have the ability to be bonded for the work in an amount of no less
          than $1,000,000.00, or (iv) is not licensed as a contractor in the
          state/municipality in which the Premises is located.  Tenant
          acknowledges the foregoing is not intended to be an exclusive list of
          the reasons why Landlord may reasonably withhold its consent to a
          general contractor.

     B.   Provided Tenant is not in default, Landlord agrees to contribute the
          sum of $330,480.00 (i.e., $5.00 per rentable square foot of the
          Premises) (the "Allowance") toward the cost of performing the Initial
          Alterations in preparation of Tenant's occupancy of the Premises.
          Landlord shall be entitled to deduct from the Allowance a construction
          management fee for Landlord's oversight of the Initial Alterations in
          an amount equal to $33,048.00.  The Allowance may only be used
<PAGE>

          for the cost of preparing design and construction documents and
          mechanical and electrical plans for the Initial Alterations and for
          hard costs in connection with the Initial Alterations. The Allowance
          shall be paid to Tenant or, at Landlord's option, to the order of the
          general contractor that performed the Initial Alterations, within 30
          days following receipt by Landlord of (1) receipted bills covering all
          labor and materials expended and used in the Initial Alterations; (2)
          a sworn contractor's affidavit from the general contractor and a
          request to disburse from Tenant containing an approval by Tenant of
          the work done; (3) full and final waivers of lien; (4) as-built plans
          of the Initial Alterations; and (5) the certification of Tenant and
          its architect that the Initial Alterations have been installed in a
          good and workmanlike manner in accordance with the approved plans, and
          in accordance with applicable laws, codes and ordinances. The
          Allowance shall be disbursed in the amount reflected on the receipted
          bills meeting the requirements above. Notwithstanding anything herein
          to the contrary, Landlord shall not be obligated to disburse any
          portion of the Allowance during the continuance of an uncured default
          under the Lease, and Landlord's obligation to disburse shall only
          resume when and if such default is cured.

     C.   In no event shall the Allowance be used for the purchase of equipment,
          furniture or other items of personal property of Tenant.  In the event
          Tenant does not use the entire Allowance by December 31, 2000, any
          unused amount shall accrue to the sole benefit of Landlord, it being
          understood that Tenant shall not be entitled to any credit, abatement
          or other concession in connection therewith.  Tenant shall be
          responsible for all applicable state sales or use taxes, if any,
          payable in connection with the Initial Alterations and/or Allowance.

     D.   Tenant agrees to accept the Premises in its "as-is" condition and
          configuration, it being agreed that Landlord shall not be required to
          perform any work or, except as provided above with respect to the
          Allowance, incur any costs in connection with the construction or
          demolition of any improvements in the Premises.

     E.   This Exhibit D shall not be deemed applicable to any additional space
          added to the original Premises at any time or from time to time,
          whether by any options under the Lease or otherwise, or to any portion
          of the original Premises or any additions to the Premises in the event
          of a renewal or extension of the original Term of this Lease, whether
          by any options under the Lease or otherwise, unless expressly so
          provided in the Lease or any amendment or supplement to the Lease.
<PAGE>

     Landlord and Tenant have executed this Exhibit as of the day and year first
above written.


                              LANDLORD:

                              EOP-SHORELINE TECHNOLOGY PARK, L.L.C., a Delaware
                              limited liability company

                              By:  EOP Operating Limited Partnership, a Delaware
                                   limited partnership, its sole member

                                   By:  Equity Office Properties Trust, a
                                        Maryland real estate investment trust,
                                        its managing general partner

                                        By:    __________________________

                                        Name:  __________________________

                                        Title: __________________________



                              TENANT:

                              MARKETFIRST SOFTWARE, INC., a Delaware corporation

                              By:    _____________________________
                              Name:  _____________________________
                              Title: _____________________________


                              By:    _____________________________
                              Name:  _____________________________
                              Title: _____________________________
<PAGE>

                                   EXHIBIT E

                             ADDITIONAL PROVISIONS
                             ---------------------

     This Exhibit is attached to and made a part of the Lease dated as of
_____________, 1999, by and between EOP-SHORELINE TECHNOLOGY PARK, L.L.C., a
Delaware limited liability company ("Landlord") and MARKETFIRST SOFTWARE, INC.,
a Delaware corporation ("Tenant") for space in the Building located at 2061
Stierlin Court, Mountain View, California.


I.   CONTINGENCY.  This Lease specifically is contingent upon the modification
     of that certain lease, as amended, dated January 28, 1988 (the "Prior
     Tenant Lease"), by and between Landlord (as successor in interest to WRC
     Properties, Inc.), and Silicon Graphics, Inc., a California corporation
     ("Prior Tenant") relating to the Premises.  Landlord currently is
     negotiating the terms of an agreement with Prior Tenant to terminate or
     modify the Prior Tenant Lease (the "Prior Tenant Modification Agreement")
     with respect to the Premises.  If Landlord fails to enter into the Prior
     Tenant Modification Agreement with Prior Tenant in form and substance
     satisfactory to Landlord on or before the later of (i) __________, 1999, or
     (ii) 5 days following the date this Lease, executed by Tenant, together
     with all prepaid rental and security deposits required hereunder, is
     delivered to Landlord, then Landlord may terminate this Lease by providing
     written notice thereof to Tenant.

II.  GENERATOR.

     A.   During the Term, Tenant shall have the right to install a supplemental
          generator (the "Generator") to provide emergency additional electrical
          capacity to the Premises and an above ground fuel tank (the "Tank") to
          provide fuel to such Generator.  The Generator and Tank shall be
          placed at a location at the Project reasonably designated by Landlord
          (the "Generator Location"), provided that Landlord shall use its good
          faith efforts to designate a location as close to the Tenant's
          Premises as reasonably possible.  In the event the Generator and/or
          Tank are located such that parking spaces are lost to accommodate the
          installation of the Generator and/or the Tank, then the number of
          parking spaces allocated to Tenant pursuant to Exhibit F of the Lease
          shall be reduced on a one for one basis for each space which is lost
          to accommodate the installation of the Generator and/or the Tank.
          Tenant's right to install the Generator and the Tank shall be subject
          to Landlord's reasonable approval of the manner in which the Generator
          and Tank are installed, the manner in which any cables are run to and
          from the Generator to the Premises and the measures that will be taken
          to eliminate any vibrations or sound disturbances from the operation
          of the Generator.  Landlord shall have the right to require an
          enclosure acceptable to Landlord (e.g. wood fencing, concrete
          structure and/or landscaping) to hide or disguise the existence of the
          Generator and the Tank and to minimize any adverse effect that the
          installation of the Generator and the Tank may have on the appearance
          or operation of the Building, Property and Project.  Tenant shall be
          solely responsible for obtaining all necessary governmental and
          regulatory approvals and for the cost of installing, operating,
          maintaining and removing the Generator and the Tank.  Tenant shall
          also be responsible for the cost of all
<PAGE>

          utilities consumed in the operation of the Generator. Notwithstanding
          anything herein to the contrary, if Tenant, after installation,
          removes the Generator and/or the Tank from the Generator Location for
          reasons other than the repair and replacement of the Generator or the
          Tank, Tenant's right to install the Generator and the Tank and to use
          the Generator Location shall be null and void.

     B.   Tenant shall be responsible for assuring that the installation,
          maintenance, operation and removal of the Generator and the Tank will
          in no way damage the Building, Project or Property.  Tenant agrees to
          be responsible for any damage caused to the Building, Project or
          Property in connection with the installation, maintenance, operation
          or removal of the Generator and the Tank and, in accordance with the
          terms of Article XIV of the Lease, to indemnify, defend and hold
          Landlord, its trustees, members, principals, beneficiaries, partners,
          officers, directors, employees, agents and mortgagees (collectively,
          the "Landlord Related Parties") harmless from all liabilities,
          obligations, damages, penalties, claims, costs, charges and expenses,
          including, without limitation, reasonable architects' and attorneys'
          fees (if and to the extent permitted by law), which may be imposed
          upon, incurred by, or asserted against Landlord or any of the Landlord
          Related Parties in connection with the installation, maintenance,
          operation or removal of the Generator and the Tank, including, without
          limitation, any environmental and hazardous materials claims.

     C.   Tenant shall be responsible for the installation, operation,
          cleanliness, maintenance and removal of the Generator, Tank  and
          appurtenances, all of which shall remain the personal property of
          Tenant, and shall be removed by Tenant at its own expense at the
          termination of the Lease.  Tenant shall repair any damage caused by
          such removal, including the patching of any holes to match, as closely
          as possible, the color surrounding the area where the Generator, Tank
          and appurtenance were attached.  Such maintenance and operation shall
          be performed in a manner to avoid any unreasonable interference with
          any other tenants or Landlord.  Tenant agrees to maintain the
          Generator and the Tank, including without limitation, any enclosure
          installed around the Generator and Tank, in good condition and repair.
          Tenant shall enter into and keep and maintain in effect, service
          contracts reasonably acceptable to Landlord with contractors
          reasonably acceptable to Landlord for the maintenance of the Generator
          and the Tank, and Tenant shall submit to Landlord copies of all
          service records obtained, kept and/or maintained by Tenant in
          connection with the Generator and the Tank.  Tenant shall be
          responsible for performing any maintenance and improvements to any
          enclosure surrounding the Generator and/or the Tank so as to keep such
          enclosure in good condition.

     D.   Tenant, upon prior notice to Landlord and subject to the reasonable
          rules and regulations enacted by Landlord, shall have unlimited access
          to the Generator and the Tank and its surrounding area for the purpose
          of installing, operating, repairing, maintaining and removing the
          Generator and the Tank.

     E.   Tenant shall only test the Generator before or after Normal Business
          Hours and upon prior notice to Landlord.
<PAGE>

III. HAZARDOUS MATERIALS. Landlord shall indemnify, defend, protect, save, hold
     harmless, and reimburse Tenant, its partners, officers, directors and
     employees for, from and against any and all costs, losses, liabilities,
     damages, assessments, lawsuits, deficiencies, demands, claims and expenses
     incurred in connection with, arising out of, resulting from or incident to,
     the production, use, generation, storage, treatment, disposal, discharge,
     release or other handling or disposition of any Hazardous Materials
     (defined below) on or about the Project by Landlord, its officers,
     employees, agents (in their capacity as agents) and/or independent
     contractors (in their capacity and independent contractors), including,
     without limitation, the effects of handling of any Hazardous Materials on
     any person or property within or outside the boundaries of the Project; but
     excluding from the foregoing indemnity, Tenant's negligence or the handling
     by Tenant during Tenant's occupancy of the Premises of any Permitted
     Materials (as hereinafter defined) and/or Hazardous Materials on or about
     the Project at levels which pose a risk to persons located on or about the
     Project, and which prompt the initiation of a removal, response, remedial
     or other action by a governmental agency or authority possessing and
     exercising jurisdiction over the Project. Tenant shall not use, generate,
     manufacture, store or dispose of, on or about the Premises, or transport to
     or from the Premises, any flammable explosives, radioactive materials,
     hazardous wastes, toxic substances, or any related materials or substances,
     including, without limitation, any substance defined as or included in the
     definition of "hazardous substances" under any applicable federal, state or
     local law, regulation or ordinance (collectively, "Hazardous Materials").
     Tenant shall indemnify, defend, protect, save, hold harmless, and reimburse
     Landlord, its partners, officers, directors and employees for, from and
     against any and all costs, losses, liabilities, damages, assessments,
     lawsuits, deficiencies, demands, claims and expenses incurred in connection
     with, arising out of, resulting from or incident to, the production, use,
     generation, storage, treatment, disposal, discharge, release or other
     handling or disposition of any Hazardous Materials on or about the Project
     by Tenant, its officers, employees, agents and/or independent contractors,
     including, without limitation, the effects of such handling of any
     Hazardous Materials on any person or property within or outside the
     boundaries of the Project; but excluding from the foregoing indemnity,
     Landlord's negligence or the handling by Landlord of any Permitted
     Materials and/or Hazardous Materials on or about the Project at levels
     which pose a risk to persons located on or about the Project, and which
     prompt the initiation of a removal, response, remedial or other action by a
     governmental agency or authority possessing and exercising jurisdiction
     over the Project. In addition, in the event an action, lawsuit or
     proceeding is brought against Tenant as a result of the improper use,
     generation, manufacturing, storage or disposal of Hazardous Materials
     affecting only the Premises (as opposed to the Project as a whole) as a
     result of the acts or omissions of a prior Tenant in the Premises (a
     "Premises Hazardous Materials Event"), and further provided that Tenant has
     in no way caused or contributed to the Premises Hazardous Materials Event,
     then Landlord shall, at Landlord's sole cost and expense, retain counsel
     chosen by Landlord and defend Tenant in any such lawsuit, action or
     proceeding. In such event, Landlord's responsibility to Tenant shall be
     limited to the costs of defending Tenant in any such lawsuit, action or
     proceeding, and Landlord shall not be responsible for any other costs,
     losses, liabilities, damages, assessments, deficiencies, demands, claims
     and expenses incurred by or against Tenant or resulting from any such
     Premises Hazardous Materials Event (including, but not limited to, any
     fines or penalties assessed against Tenant in connection with such Premises
     Hazardous Materials Event).
<PAGE>

     IN WITNESS WHEREOF, Landlord and Tenant have executed this Exhibit as of
the day and year first above written.


                              LANDLORD:

                              EOP-SHORELINE TECHNOLOGY PARK, L.L.C., a Delaware
                              limited liability company

                              By:  EOP Operating Limited Partnership, a Delaware
                                   limited partnership, its sole member

                                   By:  Equity Office Properties Trust, a
                                        Maryland real estate investment trust,
                                        its managing general partner

                                        By:    __________________________

                                        Name:  __________________________

                                        Title: __________________________



                              TENANT:

                              MARKETFIRST SOFTWARE, INC., a Delaware corporation

                              By:    _____________________________
                              Name:  _____________________________
                              Title: _____________________________


                              By:    _____________________________
                              Name:  _____________________________
                              Title: _____________________________
<PAGE>

                                   EXHIBIT F

                               PARKING AGREEMENT
                               -----------------

     This Exhibit is attached to and made a part of the Lease dated as of
_____________, 1999, by and between EOP-SHORELINE TECHNOLOGY PARK, L.L.C., a
Delaware limited liability company ("Landlord") and MARKETFIRST SOFTWARE, INC.,
a Delaware corporation ("Tenant") for space in the Building located at 2061
Stierlin Court, Mountain View, California.

1.   Landlord hereby grants to Tenant and persons designated by Tenant a license
     to use 245 non-priority parking spaces and 5 priority parking spaces in the
     parking areas ("Parking Facility") servicing the Building.  The term of
     such license shall commence on the Commencement Date under the Lease and
     shall continue until the earlier to occur of the Termination Date under the
     Lease, the sooner termination of the Lease, or Tenant's abandonment of the
     Premises thereunder.  During the term of this license, Tenant shall pay
     $0.00 per parking space, per month.  Tenant may, from time to time request
     additional parking spaces, and if Landlord shall provide the same, such
     parking spaces shall be provided and used on a month-to-month basis, and
     otherwise on the foregoing terms and provisions, and at such prevailing
     monthly parking charges as shall be established from time to time.

2.   Tenant shall at all times comply with all applicable ordinances, rules,
     regulations, codes, laws, statutes and requirements of all federal, state,
     county and municipal governmental bodies or their subdivisions respecting
     the use of the Parking Facility.  Landlord reserves the right to adopt,
     modify and enforce reasonable rules ("Rules") governing the use of the
     Parking Facility from time to time including any key-card, sticker or other
     identification or entrance system and hours of operation.  The rules set
     forth herein are currently in effect.  Landlord may refuse to permit any
     person who violates such rules to park in the Parking Facility, and any
     violation of the rules shall subject the car to removal from the Parking
     Facility.

3.   Unless specified to the contrary above, the parking spaces hereunder shall
     be provided on a non-designated "first-come, first-served" basis except for
     the 5 priority parking spaces referred to above.  Notwithstanding anything
     in this Parking Agreement to the contrary, Landlord and Operator (as
     hereinafter defined) shall have no obligation to monitor or ensure that the
     5 priority parking spaces provided herein shall be exclusively used by
     Tenant, and Landlord and Operator shall not be liable for any loss, damage,
     claim, liability or expense incurred by Tenant in the event such 5 priority
     parking spaces (or any portion thereof) are utilized by other parties.
     Tenant acknowledges that Landlord has no liability for claims arising
     through acts or omissions of any Operator (as hereinafter defined) of the
     Parking Facility, if any.  Landlord shall have no liability whatsoever for
     any damage to items located in the Parking Facility, nor for any personal
     injuries or death arising out of any matter relating to the Parking
     Facility, and in all events, Tenant agrees to look first to its insurance
     carrier and to require that Tenant's employees look first to their
     respective insurance carriers for payment of any losses sustained in
     connection with any use of the Parking Facility.  Tenant hereby waives on
     behalf of its insurance carriers all rights of subrogation against Landlord
     or Landlord's agents.  Landlord reserves the right to assign specific
     parking spaces, and to reserve parking spaces for visitors, small cars,

<PAGE>

     handicapped persons and for other tenants, guests of tenants or other
     parties, which assignment and reservation or spaces may be relocated as
     determined by Landlord from time to time, and Tenant and persons designated
     by Tenant hereunder shall not park in any location designated for such
     assigned or reserved parking spaces. Tenant acknowledges that the Parking
     Facility may be closed entirely or in part in order to make repairs or
     perform maintenance services, or to alter, modify, re-stripe or renovate
     the Parking Facility, or if required by casualty, strike, condemnation, act
     of God, governmental law or requirement or other reason beyond the
     operator's reasonable control.

4.   If Tenant shall default under this Parking Agreement, the Landlord or the
     Operator, as the case may be, shall have the right to remove from the
     Parking Facility any vehicles hereunder which shall have been involved or
     shall have been owned or driven by parties involved in causing such
     default, without liability therefor whatsoever.  In addition, if Tenant
     shall default under this Parking Agreement, Landlord shall have the right
     to cancel this Parking Agreement on 10 days' written notice, unless within
     such 10 day period, Tenant cures such default.  If Tenant defaults with
     respect to the same term or condition under this Parking Agreement more
     than 3 times during any 12 month period, and Landlord notifies Tenant
     thereof promptly after each such default, the next default of such term or
     condition during the succeeding 12 month period, shall, at Landlord's
     election, constitute an incurable default.  Such cancellation right shall
     be cumulative and in addition to any other rights or remedies available to
     Landlord at law or equity, or provided under the Lease (all of which rights
     and remedies under the Lease are hereby incorporated herein, as though
     fully set forth).  Any default by Tenant under the Lease shall be a default
     under this Parking Agreement, and any default under this Parking Agreement
     shall be a default under the Lease.

                                     RULES

     (i)   Tenant shall have access to the Parking Facility on a 24 hour basis,
           7 days a week. Tenant shall not store or permit its employees to
           store any automobiles in the Parking Facility without the prior
           written consent of the Landlord. Except for emergency repairs, Tenant
           and its employees shall not perform any work on any automobiles while
           located in the Parking Facility, or on the Property. If it is
           necessary for Tenant or its employees to leave an automobile in the
           Parking Facility overnight, Tenant shall provide the Landlord with
           prior notice thereof designating the license plate number and model
           of such automobile.

     (ii)  Cars must be parked entirely within the stall lines painted on the
           floor, and only small cars may be parked in areas reserved for small
           cars.

     (iii) All directional signs and arrows must be observed.

     (iv)  The speed limit shall be 5 miles per hour.

     (v)   Parking spaces reserved for handicapped persons must be used only by
           vehicles properly designated.

     (vi)  Parking is prohibited in all areas not expressly designated for
           parking, including without limitation:
<PAGE>

            (a)  Areas not striped for parking
            (b)  aisles
            (c)  where "no parking" signs are posted
            (d)  ramps
            (e)  loading zones

     (vii)  Parking stickers, key cards or any other devices or forms of
            identification or entry supplied by the Landlord or the Operator, as
            the case may be, shall remain the property of the Landlord or the
            Operator. Such device must be displayed as requested and may not be
            mutilated in any manner. The serial number of the parking
            identification device may not be obliterated. Parking passes and
            devices are not transferable and any pass or device in the
            possession of an unauthorized holder will be void.

     (viii) Parking Facility managers or attendants are not authorized to make
            or allow any exceptions to these Rules.

     (ix)   Every parker is required to park and lock his/her own car.

     (x)    Loss or theft of parking pass, identification, key cards or other
            such devices must be reported to Landlord and to the Parking
            Facility manager immediately. Any parking devices reported lost or
            stolen found on any authorized car will be confiscated and the
            illegal holder will be subject to prosecution. Lost or stolen passes
            and devices found by Tenant or its employees must be reported to the
            office of the garage immediately.

     (xi)   Washing, waxing, cleaning or servicing of any vehicle by the
            customer and/or his agents is prohibited. Parking spaces may be used
            only for parking automobiles.

     (xii)  By signing this Parking Agreement, Tenant agrees to acquaint all
            persons to whom Tenant assigns a parking pass with these Rules.

5.   Landlord may elect to provide parking cards or keys to control access to
     the Parking Facility or surface parking areas, if any.  In such event,
     Landlord shall provide Tenant with one card or key for each parking space
     that Tenant is entitled to hereunder, provided that Landlord shall have the
     right to require Tenant or its employees to place a deposit on such access
     cards or keys and to pay a fee for any lost or damaged cards or keys.

6.   Landlord hereby reserves the right to enter into a management agreement or
     lease with an entity for the Parking Facility ("Operator").  In such event,
     Tenant upon request of Landlord, shall enter into a parking agreement with
     the Operator and pay the Operator the monthly charge established hereunder,
     and Landlord shall have no liability for claims arising through acts or
     omissions of the Operator unless caused by Landlord's negligence or willful
     misconduct.  It is understood and agreed that the identity of the Operator
     may change from time to time during the Term.  In connection therewith, any
     parking lease or agreement entered into between Tenant and an Operator
     shall be freely assignable by such Operator or any successors thereto.
<PAGE>

7.   NO LIABILITY.  TENANT ACKNOWLEDGES AND AGREES THAT, TO THE FULLEST EXTENT
     PERMITTED BY LAW, LANDLORD SHALL NOT BE RESPONSIBLE FOR ANY LOSS OR DAMAGE
     TO TENANT OR TENANT'S PROPERTY (INCLUDING, WITHOUT LIMITATIONS, ANY LOSS OR
     DAMAGE TO TENANT'S AUTOMOBILE OR THE CONTENTS THEREOF DUE TO THEFT,
     VANDALISM OR ACCIDENT) ARISING FROM OR RELATED TO TENANT'S USE OF THE
     PARKING FACILITY OR EXERCISE OF ANY RIGHTS UNDER THIS PARKING AGREEMENT,
     WHETHER OR NOT SUCH LOSS OR DAMAGE RESULTS FROM LANDLORD'S ACTIVE
     NEGLIGENCE OR NEGLIGENT OMISSION.  THE LIMITATION ON LANDLORD'S LIABILITY
     UNDER THE PRECEDING SENTENCE SHALL NOT APPLY HOWEVER TO LOSS OR DAMAGE
     ARISING DIRECTLY FROM LANDLORD'S WILLFUL MISCONDUCT.

8.   Release of Liability.  Without limiting the provisions of Paragraph 7
     above, Tenant hereby voluntarily releases, discharges, waives and
     relinquishes any and all actions or causes of action for personal injury or
     property damage occurring to Tenant arising as a result of parking in the
     Parking Facility, or any activities incidental thereto, wherever or however
     the same may occur, and further agrees that Tenant will not prosecute any
     claim for personal injury or property damage against Landlord or any of its
     officers, agents, servants or employees for any said causes of action.  It
     is the intention of Tenant by this instrument, to exempt and relieve
     Landlord from liability for personal injury or property damage caused by
     negligence.

9.   The provisions of Article XXI of the Lease are hereby incorporated by
     reference as if fully recited.

     Tenant acknowledges that Tenant has read the provisions of this Parking
Agreement, has been fully and completely advised of the potential dangers
incidental to parking in the Parking Facility and is fully aware of the legal
consequences of signing this instrument.
<PAGE>

     IN WITNESS WHEREOF, Landlord and Tenant have executed this Exhibit as of
the day and year first above written.


                              LANDLORD:

                              EOP-SHORELINE TECHNOLOGY PARK, L.L.C., a Delaware
                              limited liability company

                              By:  EOP Operating Limited Partnership, a Delaware
                                   limited partnership, its sole member

                                   By:  Equity Office Properties Trust, a
                                        Maryland real estate investment trust,
                                        its managing general partner

                                        By:    __________________________

                                        Name:  __________________________

                                        Title: __________________________



                              TENANT:

                              MARKETFIRST SOFTWARE, INC., a Delaware corporation

                              By:    ______________________________
                              Name:  ______________________________
                              Title: ______________________________

                              By:    ______________________________
                              Name:  ______________________________
                              Title: ______________________________
<PAGE>

                                   EXHIBIT G

                           FORM OF LETTER OF CREDIT
                           ------------------------


                        _______________________________
                        [Name of Financial Institution]

                                                    Irrevocable Standby
                                                    Letter of Credit
                                                    No. ________________________
                                                    Issuance Date:______________
                                                    Expiration Date:____________
                                                    Applicant:__________________

Beneficiary
-----------

EOP-SHORELINE TECHNOLOGY PARK, L.L.C.
Two North Riverside Plaza
Suite 2200
Chicago, Illinois 60606

Ladies/Gentlemen:

     We hereby establish our Irrevocable Standby Letter of Credit in your favor
for the account of the above referenced Applicant in the amount of One Million
Two Hundred Forty Nine Thousand Two Hundred Fourteen and 42/100 U.S. Dollars
($1,249,214.42) available for payment at sight by your draft drawn on us when
accompanied by the following documents:

1.   An original copy of this Irrevocable Standby Letter of Credit.

2.   Beneficiary's dated statement purportedly signed by one of its officers
     reading: "This draw in the amount of ______________________ U.S. Dollars
     ($____________) under your Irrevocable Standby Letter of Credit No.
     ____________________ represents funds due and owing to us as a result of
     the Applicant's failure to comply with one or more of the terms of that
     certain lease by and between ______________________, as landlord, and
     _____________, as tenant."

     It is a condition of this Irrevocable Standby Letter of Credit that it will
be considered automatically renewed for a one year period upon the expiration
date set forth above and upon each anniversary of such date, unless at least
sixty (60) days prior to such expiration date or applicable anniversary thereof,
we notify you in writing by certified mail, return receipt requested, that we
elect not to so renew this Irrevocable Standby Letter of Credit.  A copy of any
such notice shall also be sent to:  Equity Office Properties Trust, 2 North
Riverside Plaza, Suite 2200, Chicago, IL 60606, Attention: Senior Vice
President-Treasurer.  In addition, provided that you have not provided us with
written notice of Applicant's default under the above referenced lease prior to
the effective date of any reduction, the amount of this Irrevocable Standby
Letter of Credit shall automatically reduce in accordance with the following
schedule:
<PAGE>

Effective Date of Reduction                  New Reduced Amount of Letter of
                                             Credit

4/th/ Anniversary of the Commencement Date  $832,809.61
6/th/ Anniversary of the Commencement Date  $416,404.80


In addition to the foregoing, we understand and agree that you shall be entitled
to draw upon this Irrevocable Standby Letter of Credit in accordance with 1. and
2. above in the event that we elect not to renew this Irrevocable Standby Letter
of Credit and, in addition, you provide us with a dated statement proportedly
signed by one of Beneficiary's officers stating that the Applicant has failed to
provide you with an acceptable substitute irrevocable standby letter of credit
in accordance with the terms of the above referenced lease.  We further
acknowledge and agree that:  (a) upon receipt of the documentation required
herein, we will honor your draws against this Irrevocable Standby Letter of
Credit without inquiry into the accuracy of Beneficiary's signed statement and
regardless of whether Applicant disputes the content of such statement; and (b)
this Irrevocable Standby Letter of Credit shall permit partial draws and, in the
event you elect to draw upon less than the full stated amount hereof, the stated
amount of this Irrevocable Standby Letter of Credit shall be automatically
reduced by the amount of such partial draw.

This Irrevocable Standby Letter of Credit may only be transferred in its
entirety by the issuing bank upon our receipt of the attached "Exhibit A" duly
completed and executed by the beneficiary and accompanied by the original letter
of credit and all amendment(s), if any.  Transfer of this Irrevocable Standby
Letter of Credit is in no way contingent upon payment of the transfer fee
detailed herein.  The transfer fee payable is  1/4% of 1% of the transfer amount
(minimum USD250.00) which is payable by the applicant.

     This Irrevocable Standby Letter of Credit is subject to the Uniform Customs
and Practice for Documentary Credits (1993 revision) ICC Publication No. 500.

     We hereby engage with you to honor drafts and documents drawn under and in
compliance with the terms of this Irrevocable Standby Letter of Credit.

     All communications to us with respect to this Irrevocable Standby Letter of
Credit must be addressed to our office located at _________________________ to
the attention of __________________________________.


                                        Very truly yours,

                                        ______________________


                                                [name]
                                        ______________________


                                                [title]
                                        ______________________