Exhibit 10.34

      THIS OFFICE LEASE  ("Lease") is made and entered into  effective as of the
1st day of  February,  2005,  by and between  1400  GLENARM  PLACE  VENTURE (the
"Landlord"), and RICOCHET NETWORKS, INC., a Delaware corporation (the "Tenant").

                           ARTICLE 1: BASIC PROVISIONS

      This Article  contains  the basic lease  provisions  between  Landlord and
Tenant.

A. Building:            1400 Glenarm Place, Denver, Colorado (the "Property", as
                        further described in Article 30).

B. Premises:            Suite 100  located on the 1st floor of the  Building  as
                        cross  hatched  on Exhibit A hereto,  together  with the
                        existing walled office fixtures.

C. Commencement
   Date:                February 1, 2005, subject to Articles 2 and 4.

D. Expiration Date:     January 31, 2008, subject to Articles 2 and 4.

E. Rentable Area:       The rentable area of the Premises  shall be deemed to be
                        4,723 square feet, and the rentable area of the Property
                        shall be deemed to be 38,500  square feet,  for purposes
                        of this Lease, subject to Article 30.

F. Tenant's Share:      Twelve and 27/100 percent (12.27%),  subject to Articles
                        3 and 30.

G. Base Rent:           Tenant  shall  pay  monthly  Base Rent  pursuant  to the
                        following schedule and as described in Article 3:

                        Period                            Monthly Base Rent

                        2/1/05 - 1/31/06:                 $5,805.35
                        2/1/06 - 1/31/07:                 $6,002.15
                        2/1/07 - 1/31/08:                 $6,198.94

H. Additional Rent:     Tenant shall pay Tenant's Share of Taxes and Expenses in
                        excess  of the  amount  for the  Base  Tax Year and Base
                        Expense Year of 2005, as further described in Article 3.

I. Permitted Use:       General offices, subject to Article 7.

J. Security Deposit:    $6,002.15, subject to Article 16.

K. Broker (if any):     Frederick  Ross  Company and Cresa  Partners  subject to
                        Article 26.

<PAGE>

L. Guarantor(s):        YDI Wireless, Inc.

M. Landlord's Notice Address (subject to Article 25):

                        c/o Shames-Makovsky  Realty Company, 1400 Glenarm Place,
                        Suite 201, Denver, Colorado 80202.

N. Tenant's Notice Address (subject to Article 25):

                        Ricochet Networks,  Inc., 1400 Glenarm Place, Suite 100,
                        Denver, Colorado 80202.

0. Rent Payments:       Rent  shall  be paid to  Landlord,  c/o  Shames-Makovsky
                        Realty Company,  1400 Glenarm Place,  Suite 201, Denver,
                        Colorado  80202,  or such other parties and addresses as
                        to which Landlord shall provide advance notice.

P. Exhibits:            This Lease includes, and incorporates by this reference:

                        Exhibit A:     Premises
                        Exhibit B:     Rules
                        Exhibit C:     Guaranty

      The foregoing  provisions  shall be interpreted  and applied in accordance
with the other  provisions  of this Lease.  The terms of this  Article,  and the
terms  defined  in  Article  30 and  other  Articles,  shall  have the  meanings
specified  therefor when used as capitalized  terms in other  provisions of this
Lease or related  documentation  (except as  expressly  provided to the contrary
therein).

                        ARTICLE 2: TERM AND COMMENCEMENT

      A. Term.  Landlord  hereby  leases to Tenant and Tenant hereby leases from
Landlord  the  Premises for the Term,  subject to the other  provisions  of this
Lease. The term ("Term") of this Lease shall commence on the  Commencement  Date
and end on the Expiration Date set forth in Article 1, unless sooner  terminated
as provided in this Lease, subject to adjustment as provided below and the other
provisions of this Lease.

      B. Early  Commencement.  The  Commencement  Date,  Rent and Tenant's other
obligations  shall be advanced to such earlier date as Tenant,  with  Landlord's
written permission,  commences occupying the Premises for business purposes.  If
such event occurs with respect to a portion of the  Premises,  the  Commencement
Date, Rent and Tenant's other  obligations  shall be so advanced with respect to
such  portion  (and  fairly  prorated  based  on  the  rentable  square  footage
involved).  During  any  period  that  Tenant  shall be  permitted  to enter the
Premises  prior to the  Commencement  Date  other  than to  occupy  the same for
business purposes (e.g., to perform  alterations or improvements),


                                       2
<PAGE>

Tenant shall comply with all terms and  provisions  of this Lease,  except those
provisions  requiring the payment of Rent. Landlord shall permit early entry, so
long as the Premises are legally  available,  Landlord  has  completed  any work
required  to be  performed  by  Landlord  under  this  Lease (or can  reasonably
accommodate  the  scheduling  of minor work Tenant  desires to perform,  such as
cabling,  without  delaying any such Landlord work), and Tenant is in compliance
with the other provisions of the Lease, including the insurance requirements.

      C.  Commencement  Delays.  Subject to Article 4.C, the Commencement  Date,
Rent and Tenant's other  obligations  shall be postponed to the extent Tenant is
not  reasonably  able to occupy the  Premises  because  Landlord  fails,  by the
Commencement  Date set forth in  Article 1, to: (i)  deliver  possession  of the
Premises,  and (ii)  substantially  complete  any  improvements  to the Premises
required to be performed by Landlord under this Lease, except to the extent that
Tenant, its space planners, architects,  contractors, agents or employees in any
way contribute to such failure. If such failure occurs with respect to a portion
of the Premises,  the  Commencement  Date,  Rent and Tenant's other  obligations
shall be so postponed with respect to such portion (and fairly prorated based on
the rentable square footage  involved).  If the  Commencement  Date is postponed
pursuant to the foregoing provisions for a ninety (90) day initial grace period,
Tenant shall have the right to terminate  this Lease by notice to Landlord given
within ten (10) days thereafter, subject to Landlord's right to cure as provided
in  Article  21.  Any such  delay in the  Commencement  Date  shall not  subject
Landlord to liability for loss or damage resulting therefrom,  and Tenant's sole
recourse  with  respect  thereto  shall be the  postponement  of Rent and  other
obligations and right to terminate this Lease described herein.

      D. Adjustments and  Confirmation.  If the Commencement Date is advanced to
an earlier date as provided above, the Expiration Date shall not be changed.  If
the Commencement  Date is postponed as provided above, the Expiration Date shall
be  extended  by the same  length  of time if  Landlord  so  elects by notice to
Tenant.  If the  Commencement  Date  occurs  other  than on the  first  day of a
calendar  month,  Landlord  may further  elect by such notice to: (i) extend the
Term so that the Expiration  Date is the last day of the calendar month in which
it would otherwise  occur,  and/or (ii) adjust the dates for any fixed increases
in the Base Rent so that  they  occur on the  first  day of the  calendar  month
following the month in which they would otherwise occur.  Tenant shall execute a
confirmation  of any  dates as  adjusted  herein in such  form as  Landlord  may
reasonably  request;  any  failure  to  respond  within  thirty  (30) days after
requested  shall be deemed an  acceptance of the matters set forth in Landlord's
confirmation.  If Tenant  disagrees  with  Landlord's  adjustment of such dates,
Tenant shall pay Rent and perform all other obligations commencing and ending on
the dates determined by Landlord, subject to refund or credit when the matter is
resolved.

                    ARTICLE 3: BASE RENT AND ADDITIONAL RENT

      A. Base Rent. Tenant shall pay Landlord the monthly Base Rent set forth in
Article 1 in advance on or before the first day of each  calendar  month  during
the Term; provided, Tenant shall pay Base Rent for the first full calendar month
for which Base Rent


                                       3
<PAGE>

shall be due (and any initial partial month) when Tenant executes this Lease.

      B. Taxes and Expenses.  Tenant shall pay Landlord  Tenant's Share of Taxes
and Expenses in excess of the amounts of Taxes and Expenses respectively for the
Base Tax Year and Base Expense Year in the manner described below. The foregoing
capitalized terms shall have the meanings  specified  therefor in Articles 1 and
30.

      C. Payments.

      (i) Landlord may  reasonably  estimate in advance the amounts Tenant shall
owe for Taxes and Expenses for any full or partial calendar year of the Term. In
such event,  Tenant shall pay such estimated amounts,  on a monthly basis, on or
before the first day of each calendar month,  together with Tenant's  payment of
Base  Rent.  Such  estimate  may be  reasonably  adjusted  from  time to time by
Landlord.

      (ii)  Within  120 days  after the end of each  calendar  year,  or as soon
thereafter as practicable,  Landlord shall provide a statement (the "Statement")
to Tenant showing: (a) the amount of actual Taxes and Expenses for such calendar
year, with a listing of amounts for major categories of Expenses, (b) any amount
paid by Tenant  towards  Taxes and  Expenses  during  such  calendar  year on an
estimated basis,  and (c) any further revised  estimate of Tenant's  obligations
for Taxes and Expenses for the current calendar year.

      (iii) If the Statement  shows that Tenant's  estimated  payments were less
than Tenant's actual  obligations  for Taxes and Expenses for such year,  Tenant
shall pay the  difference  within  fifteen  (15) days after  Landlord  sends the
Statement.  If the Statement  shows that Tenant's  estimated  payments  exceeded
Tenant's actual  obligations  for Taxes and Expenses,  Landlord shall credit the
difference  against the payment of Rent next due. If the Term shall have expired
and no  further  Rent  shall be due,  Landlord  shall  provide  a refund of such
difference at the time Landlord sends the Statement.

      (iv) If the  Statement  shows a further  increase  in  Tenant's  estimated
payments for the current calendar year, Tenant shall: (a) thereafter pay the new
estimated amount until Landlord further revises such estimated  amount,  and (b)
pay the  difference  between  the new and former  estimates  for the period from
January 1 of the current  calendar year through the month in which the Statement
is sent within fifteen (15) days after Landlord sends the Statement.

      (v) In lieu of providing one Statement  covering all such items,  Landlord
may provide  separate  statements,  at the same or different  times.  So long as
Tenant's  obligations  hereunder are not materially  adversely affected thereby,
Landlord reserves the right to reasonably change,  from time to time, the manner
or timing of Tenant's payments for Taxes and Expenses.

      D. Tax  Refunds,  Protest  Costs,  Fiscal  Years and Special  Assessments.
Landlord shall each year: (i) credit against Taxes any refunds  received  during
such year, whether or not for a prior year, (ii) include in Taxes any additional
amount paid during such


                                       4
<PAGE>

year  involving  an  adjustment  to Taxes  for a prior  year due to error by the
taxing  authority,  supplemental  assessment,  or other reason,  (iii) for Taxes
payable  in  installments  over  more than one year,  include  only the  minimum
amounts payable each year and any interest thereon,  and (iv) include, in either
Taxes or Expenses,  any fees for attorneys,  consultants and experts,  and other
costs paid during such year in attempting to protest,  appeal or otherwise  seek
to reduce or minimize Taxes, whether or not successful. Notwithstanding anything
to the contrary  contained in this Lease, if any taxing authority,  at any time,
uses a fiscal year other than a current  calendar  year,  Landlord  may elect to
require  payments by Tenant  based on: (a) amounts  paid or payable  during each
calendar  year  without  regard to such fiscal  years,  or (b)  amounts  paid or
payable for or during each fiscal tax year.

      E.  Grossing  Up and  Tenant's  Share  Adjustments.  In order to  allocate
variable Expenses (i.e. those items that vary based on occupancy levels, such as
cleaning  and  utilities)  among  those  parties  who are  leasing  space at the
Property when it is not fully  occupied  during all or a portion of any calendar
year,  Landlord may  reasonably  determine the amount of such variable  Expenses
that would have been paid had the Property been 95% occupied,  in which case the
amount so  determined  shall be deemed to have been the amount of  Expenses  for
such year (rather than adjusting Tenant's Share by subtracting vacant space from
the  denominator).  Similarly,  if Landlord  is not  furnishing  any  particular
utility  or  service  to a tenant  during  any  period  (the cost of  which,  if
performed by  Landlord,  would be included in  Expenses),  Landlord may for such
period:  (i) adjust  such  items to reflect  the  additional  amount  that would
reasonably  have been incurred  during such period had Landlord  furnished  such
utility or service to such tenant,  or (ii)  exclude the  rentable  area of such
tenant from the rentable  area of the Property in  computing  Tenant's  Share of
such items.  "Tenant's Share" shall be subject to such other  adjustments as are
provided in the definition thereof in Article 30 below.

      F.  Prorations;  Payments  After Term Ends. If the Term commences on a day
other  than the first day of a  calendar  month or ends on a day other  than the
last day of a calendar  month,  the Base Rent and any other amounts payable on a
monthly  basis shall be prorated on a per diem basis for such  partial  calendar
months.  If the Base Rent is scheduled to increase under Article 1 other than on
the first day of a calendar  month,  the amount for such month shall be prorated
on a per diem  basis to  reflect  the  number of days of such  month at the then
current and increased rates,  respectively.  If the Term commences other than on
January  1, or ends other  than on  December  31,  Tenant's  obligations  to pay
amounts  towards Taxes and Expenses for such first or final calendar years shall
be prorated on a per diem basis to reflect the portion of such years included in
the Term. Tenant's  obligations to pay Taxes and Expenses (or any other amounts)
accruing  during,  or relating  to, the period  prior to  expiration  or earlier
termination of this Lease, shall survive such expiration or termination.

      G. Landlord's  Accounting  Practices and Records.  Landlord shall maintain
records  respecting Taxes and Expenses and determine the same in accordance with
sound  accounting and management  practices  consistently  applied in accordance
with this Lease.  Although this Lease  contemplates  the general  computation of
Taxes  and  Expenses


                                       5
<PAGE>

on a  cash  basis,  Landlord  shall  make  reasonable  and  appropriate  accrual
adjustments  to ensure that each calendar year includes  substantially  the same
recurring items.  Landlord  reserves the right to apply a full accrual system of
accounting so long as the same is consistently  applied and Tenant's obligations
are not materially adversely affected. Tenant or its representative (acting on a
non-contingent fee basis) shall have the right to review such records by sending
notice to Landlord no later than thirty (30) days  following  the  furnishing of
the Statement  specifying such records as Tenant  reasonably  desires to review.
Such review shall be subject to the  continuing  condition that Tenant not be in
Default, and subject to reasonable scheduling by Landlord during normal business
hours at the place or places where such records are normally kept. No later than
thirty (30) days after Landlord makes such records available for review,  Tenant
shall send  Landlord  notice  specifying  any  exceptions  that Tenant  takes to
matters included in such Statement, Tenant's detailed reasons for each exception
which support a conclusion that such exception  properly  identifies an error in
such Statement,  and a complete copy of the review report.  Such Statement shall
be  considered  final and  binding  on  Tenant,  except as to  matters  to which
exception is taken after review of Landlord's  records in the  foregoing  manner
and within the foregoing times. The foregoing times for sending Tenant's notices
hereunder are critical to Landlord's budgeting process, and are therefore of the
essence of this Paragraph.  If Tenant takes timely exception as provided herein,
Landlord may seek certification from an independent  certified public accountant
or financial  consultant (who shall be subject to Tenant's reasonable  approval)
as to the proper  amount of Taxes and  Expenses or the items as to which  Tenant
has taken exception.  In such case: (i) such  certification  shall be considered
final and  binding on both  parties  (except as to  additional  amounts not then
known or omitted by error),  and (ii) Tenant  shall pay Landlord for the cost of
such certification, unless it shows that Taxes and Expenses were overstated by a
net amount of five  percent  (5%) or more.  Pending  review of such  records and
resolution  of any  exceptions,  Tenant  shall pay  Tenant's  Share of Taxes and
Expenses in the amounts shown on such  Statement,  subject to credit,  refund or
additional payment after any such exceptions are resolved

      H.  General  Payment  Matters.  Base Rent,  Taxes,  Expenses and any other
amounts which Tenant is or becomes obligated to pay Landlord under this Lease or
other agreement entered in connection  herewith are sometimes herein referred to
collectively  as "Rent," and all remedies  applicable to the non-payment of rent
shall be  applicable  thereto.  Tenant  shall  pay Rent in good  funds and legal
tender of the United States of America,  together with any applicable  sales tax
or other taxes on Rent as further described in Article 14. Tenant shall pay Rent
without any deduction,  recoupment,  set-off or counterclaim, and without relief
from any valuation or appraisement  laws, except as may be expressly provided in
this  Lease.  No delay by Landlord  in  providing  the  Statement  (or  separate
statements)  shall be deemed a default  by  Landlord  or a waiver of  Landlord's
right to require  payment of Tenant's  obligations for actual or estimated Taxes
or Expenses. In no event shall a decrease in Taxes or Expenses serve to decrease
Base Rent.  Landlord may apply payments  received from Tenant to any obligations
of Tenant then accrued,  without regard to such obligations as may be designated
by Tenant.


                                       6
<PAGE>

                        ARTICLE 4: CONDITION OF PREMISES

      A.  General  Condition  of  Premises.  Tenant  has  inspected,  or  had an
opportunity to inspect, the Premises (and portions of the Property,  Systems and
Equipment providing access to or serving the Premises), and agrees to accept the
same  "as  is"  without  any  agreements,  representations,   understandings  or
obligations  on the part of  Landlord  to perform  any  alterations,  repairs or
improvements,  except as may be expressly  provided under this Lease (which term
includes any Exhibit  hereto).  To the extent that Landlord has expressly agreed
to perform any  improvements  to the Premises  under this Lease,  the  following
provisions shall apply.

      B. Tenant Not Occupying  Premises  During  Improvements.  If Tenant is not
currently  occupying the Premises,  then to the extent that Landlord is required
to perform any improvements to the Premises under this Lease: (i) Landlord shall
use diligent, good faith efforts to substantially complete any such improvements
to an extent that Tenant can reasonably  occupy the Premises by the Commencement
Date set forth in Article 1,  subject to Article 2 and the other  provisions  of
this Lease, (ii) Tenant shall use diligent, good faith efforts to cooperate, and
to cause its space planners,  architects,  contractors,  agents and employees to
cooperate,  diligently  and in good faith with Landlord and any space  planners,
architects,  contractors or other parties designated by Landlord,  such that any
such improvements to the Premises can be planned,  permits can be obtained,  and
the work can be substantially  completed by the  Commencement  Date set forth in
Article 1, and (iii) the Commencement  Date, Rent and Tenant's other obligations
shall be subject to postponement as further described in Article 2. In the event
of any  dispute  as to whether  any such  improvements  have been  substantially
completed,  Landlord may refer the matter to Landlord's  independent  architect,
whose good faith decision shall be final and binding on the parties.

      C. Tenant Occupying Premises During  Improvements.  If Tenant is currently
occupying the  Premises,  whether  pursuant to a prior lease or  otherwise,  and
Landlord  is required to perform any  improvements  to the  Premises  under this
Lease, then  notwithstanding  any other provision of this Lease to the contrary:
(i)  Landlord  shall  use  commercially   reasonable  efforts  to  minimize  any
disruption to Tenant's occupancy of the Premises in connection  therewith,  (ii)
Landlord shall seek to substantially  complete the same by the Commencement Date
set forth in Article 1, or within a reasonable time thereafter, but shall not be
required to incur  overtime or pay premiums to perform such work before or after
the Building  Hours,  and may require that Tenant  cooperate in  scheduling  and
staging the work within the Premises (including cooperation in moving personnel,
furniture and equipment or permitting  Landlord to do so), and (iii) there shall
be no postponement of the Commencement  Date or abatement of Rent as a result of
any such improvements, or delays in substantially completing the same, under any
circumstances  (Tenant hereby acknowledging that it could have arranged for such
improvements through an independent contractor,  subject to Landlord's approval,
the other provisions of this Lease and such other  documentation as Landlord may
have required).


                                       7
<PAGE>

                           ARTICLE 5: QUIET ENJOYMENT

      Landlord  agrees  that,  if Tenant  timely pays the Rent and  performs the
terms and provisions  hereunder,  Tenant shall hold the Premises during the Term
free of lawful claims by any party acting by or through Landlord, subject to all
other terms and provisions of this Lease.

                        ARTICLE 6: UTILITIES AND SERVICES

      A. Standard  Landlord  Utilities and Services.  Landlord shall provide the
following  utilities  and  services  (the  cost of which  shall be  included  in
Expenses):

      (i) Heat and  air-conditioning  to  provide  a  temperature  required,  in
Landlord's  reasonable  opinion  and in  accordance  with  applicable  Law,  for
occupancy  of the  Premises  as offices  during  Building  Hours (as  defined in
Article 30).

      (ii) Water  from city mains for  drinking,  lavatory  and toilet  purposes
only, at those points of supply provided for nonexclusive general use of tenants
at the  Property,  or  points of supply  in the  Premises  installed  by or with
Landlord's written consent for such purposes.

      (iii)  Cleaning and trash removal in and about the Premises  comparable to
that provided as a standard  service by landlords for office space in comparable
office buildings in the vicinity.

      (iv)  Passenger  elevator  service at all times (if the  Property has such
equipment  serving  the  Premises,  and  subject  to  changes  in the  number of
elevators  in service  after  Building  Hours or at other  times),  and  freight
elevator service (if the Property has such equipment  serving the Premises,  and
subject to scheduling by Landlord), in common with Landlord and other parties.

      (v) Electricity for  building-standard  overhead office lighting fixtures,
and equipment and accessories  customary for offices,  where: (a) Tenant uses an
amount of electricity  that is generally  consistent  with average office use at
the  Property,  as  reasonably  determined  by  Landlord,  (b) the  Systems  and
Equipment  are  suitable,  and the  safe  and  lawful  capacity  thereof  is not
exceeded,  and (c) sufficient  capacity  remains at all times for other existing
and future tenants,  as reasonably  determined by Landlord (who shall be subject
to similar restriction).

      B. Additional Utilities and Services.  Landlord shall seek to provide such
extra utilities or services as Tenant may from time to time request, if the same
are  reasonable  and  feasible  for  Landlord  to  provide  and do  not  involve
modifications  or additions to the Property or existing  Systems and  Equipment,
and if Landlord shall receive Tenant's request within a reasonable  period prior
to the time such extra  utilities or services are required.  Landlord may comply
with  written or oral  requests by any  officer or  employee  of Tenant,  unless
Tenant  shall  notify  Landlord  of, or  Landlord  shall  request,  the names of
authorized  individuals  (up to 3 for  each  floor  on which  the  Premises  are
located) and


                                       8
<PAGE>

procedures for written  requests.  Tenant shall pay, for any extra  utilities or
services,  such standard  charges as Landlord shall from time to time establish,
Landlord's out-of-pocket costs for architects,  engineers, consultants and other
parties relating to such extra utilities or services, and a fee equal to fifteen
percent (15%) of such costs (provided, Landlord's standard overtime HVAC charges
shall not require an additional such percentage thereon).  All payments for such
extra  utilities or services shall be due at the same time as the installment of
Base Rent with which the same are billed, or if billed separately,  shall be due
within  fifteen (15) days after such billing.  Landlord shall not be responsible
for inadequate  air-conditioning or ventilation whenever the use or occupancy of
the  Premises  exceeds  the normal  capacity  or design  loads of,  affects  the
temperature or humidity otherwise  maintained by, or otherwise adversely affects
the operation  of, the Systems and  Equipment  for the Property,  whether due to
items of equipment or machinery generating heat, above-normal  concentrations of
personnel or equipment, or alterations to the Premises made by or through Tenant
without balancing the air or installing supplemental HVAC equipment. In any such
case,  with at least fifteen (15) days advance  notice to Tenant,  Landlord may:
(i) elect to balance the air and/or install,  operate, maintain and replace such
supplemental HVAC equipment during the Term, at Tenant's  reasonable expense, as
an extra utility or service, or (ii) require that Tenant arrange for the same as
Work under Article 9. Notwithstanding the foregoing to the contrary,  in lieu of
charging  separately  for  additional  utilities  and  services,   Landlord  may
reasonably  elect  from time to time to  expand  the  amounts  of  utilities  or
services  available  without  separate  charge,  in which case the costs thereof
shall be included respectively in Utility Costs or Expenses.

      C. Monitoring.  Landlord may install and operate meters,  submeters or any
other  reasonable  system for monitoring or estimating any services or utilities
used by Tenant in excess of those required to be provided by Landlord under this
Article (including a system for Landlord's  engineer to reasonably  estimate any
such excess usage).  If such system indicates such excess services or utilities,
Tenant shall pay  Landlord's  charges and fees as described in Paragraph B above
for installing and operating such system and any supplementary air-conditioning,
ventilation,  heat,  electrical or other systems or equipment (or adjustments or
modifications  to the existing  Systems and Equipment)  which Landlord may make,
and Landlord's  charges for such amount of excess  services or utilities used by
Tenant.

      D.  Interruptions  and  Changes.  Landlord  shall  have no  liability  for
interruptions,  variations,  shortages,  failures, changes in quality, quantity,
character  or  availability  of any  utilities  or  services  caused by repairs,
maintenance,  replacements,  alterations  (including any freon  retrofit  work),
labor  controversies,  accidents,  inability  to obtain  services,  utilities or
supplies,  governmental  or utility  company  acts or  omissions,  requirements,
guidelines or requests, or other causes beyond Landlord's reasonable control (or
under any circumstances with respect to utilities or services not required to be
provided by Landlord hereunder).  Under no circumstances whatsoever shall any of
the  foregoing  be  deemed  an  eviction  or  disturbance  of  Tenant's  use and
possession of the Premises or any part thereof,  serve to abate Rent, or relieve
Tenant from performance of Tenant's  obligations under this Lease.  However,  in
any  such  event  after  receiving  notice,   Landlord  shall  use  commercially
reasonable efforts to restore such utilities or services required to be provided
hereunder to


                                       9
<PAGE>

reasonable levels.

                 ARTICLE 7: USE, COMPLIANCE WITH LAWS, AND RULES

      A. Use of Premises.  Tenant shall use the Premises  only for the permitted
use  identified  in Article 1, and no other purpose  whatsoever,  subject to the
other provisions of this Article and this Lease.  Unless expressly  permitted in
Article  1,  Tenant  shall not use or permit the  Premises  to be used as a: (i)
medical, dental,  psychology,  psychiatry or science office or laboratory,  (ii)
telemarketing  "boiler-room" sales operation,  (iii) "executive suite" or "legal
suite" multi-party  shared offices operation,  (iv) travel agency or reservation
center, (v) retail real estate brokerage, retail stock brokerage, or retail bank
or financial  institution,  (vi)  computerized  vehicle sales,  loan or "finder"
service, (vii) social-welfare office or governmental,  quasi-governmental, trade
association  or  union  office  or  activities,   (ix)  employment,   placement,
recruiting  or  clerical  support  agency,  (x)  radio or  television  studio or
broadcasting  or recording  facility,  or (xi) school,  educational  facility or
training  center  (except for  training  that is minor and  ancillary to general
office  use and does not  require  parking  in excess of code  requirements  for
general office use).

      B. Compliance With Laws. Tenant shall comply with all Laws relating to the
Premises  and Tenant's use of the  Premises  and  Property,  and shall  promptly
reimburse  Landlord for any expenses  Landlord  incurs for work or other matters
relating  to areas  outside of the  Premises  in order to comply  with Laws as a
result of  Tenant's  particular  use of the  Premises  (as opposed to a Law that
applies to office tenants in general); provided, Tenant shall not be required by
this  provision to perform  structural  improvements  to the Premises  that will
result  in a  benefit  to  Landlord  extending  beyond  the  Term,  as it may be
extended, unless required by a Law pertaining to: (i) Tenant's particular use of
the Premises  (as opposed to a Law that  applies to office  tenants in general),
(ii) Work  performed  by or for Tenant or any  Transferee  (i.e.  excluding  any
improvements or work that Landlord is required to perform under this Lease),  or
(iii) other acts or omissions of Tenant or any Transferee.

      C.  Rules.  Tenant  shall  comply  with the Rules  set forth in  Exhibit B
attached  hereto  (the  "Rules").  Landlord  shall have the right,  by notice to
Tenant,  to  reasonably  amend  such  Rules and  supplement  the same with other
reasonable  Rules  relating to the Property,  or the promotion of safety,  care,
efficiency,  cleanliness  or good order  therein.  Although  Landlord  shall not
discriminate  against  Tenant in the  enforcement  of the Rules,  nothing herein
shall be construed to give Tenant or any other Person any claim, demand or cause
of action against  Landlord arising out of the violation of Laws or the Rules by
any  other  tenant  or  visitor  of the  Property,  or  out of the  enforcement,
modification or waiver of the Rules by Landlord in any particular instance.

      D. Other Requirements.  So long as Tenant receives written notification of
the  applicable  requirements,  Tenant  shall not use or permit the  Premises or
Property  to be used  in a way  that  will:  (i)  violate  the  requirements  of
Landlord's  insurers,  the  American  Insurance  Association,  or any  board  of
underwriters,  (ii) cause a  cancellation  of  Landlord's  policies,  impair the
insurability of the Property, or increase Landlord's premiums (any such


                                       10
<PAGE>

increase shall be paid by Tenant without such payment being deemed permission to
continue such activity or a waiver of any other remedies of Landlord),  or (iii)
violate the  requirements of any Lenders,  the  certificates of occupancy issued
for  the  Premises  or the  Property,  or  any  other  requirements,  covenants,
conditions or restrictions  affecting the Property at any time (provided none of
the  foregoing  shall  prohibit  normal office use of the Premises in compliance
with the other provisions of this Lease).

                       ARTICLE 8: MAINTENANCE AND REPAIRS

      Except for customary cleaning and trash removal provided by Landlord under
Article 6, or  casualty  damage to be repaired  by  Landlord  under  Article 11,
Tenant shall keep and maintain (or cause to be kept and maintained) the Premises
in good and sanitary condition, working order and repair, in compliance with all
applicable  Laws  as  described  in  Article  7,  and as  required  under  other
provisions of this Lease,  including the Rules  (including  any carpet and other
flooring material, paint and wall-coverings,  doors, windows, ceilings, interior
surfaces  of  walls,  lighting,   plumbing  and  other  fixtures,   alterations,
improvements,  and systems and equipment in or exclusively  serving the Premises
whether  installed  by  Landlord  or  Tenant).  In the event  that any  repairs,
maintenance or replacements are required,  Tenant shall promptly notify Landlord
and  arrange  for the same  either:  (i) through  Landlord  for such  reasonable
charges as Landlord may establish from time to time, payable within fifteen (15)
days after billing,  or (ii) at Landlord's  option, by engaging such contractors
as Landlord  shall first  designate  or approve in writing to perform such work,
all in a first  class,  workmanlike  manner  approved  by Landlord in advance in
writing and otherwise in  compliance  with Article 9 respecting  "Work".  Tenant
shall promptly notify Landlord concerning the necessity for any repairs or other
work hereunder and upon  completion  thereof.  Tenant shall pay Landlord for any
repairs,  maintenance  and  replacements  to areas of the  Property  outside the
Premises  caused,  in whole or in part,  as a result  of moving  any  furniture,
fixtures,  or other property to or from the Premises,  or otherwise by Tenant or
its employees, agents, contractors, or visitors (notwithstanding anything to the
contrary contained in this Lease). Except as provided in the preceding sentence,
or for damage covered under Article 11,  Landlord shall keep the exterior walls,
roof, structure, Systems and Equipment, and common areas of the Property in good
and  sanitary  condition,  working  order and repair (the cost of which shall be
included  in  Expenses  to the extent  permitted  in the  definition  thereof in
Article 30) and in compliance with all applicable Laws.

                        ARTICLE 9: ALTERATIONS AND LIENS

      A.  Alterations  and  Approval.  Tenant  shall not  attach  any  fixtures,
equipment or other items to the Premises,  or paint or make any other additions,
changes,  alterations  or  improvements  to  the  Premises  or the  Systems  and
Equipment serving the Premises (all such work is referred to collectively herein
as the "Work"),  without the prior written  consent of Landlord.  Landlord shall
not unreasonably  withhold  consent,  except that Landlord reserves the right to
withhold consent in Landlord's sole discretion for Work affecting the structure,
safety,  efficiency  or security of the  Property or  Premises,  the Systems and
Equipment,  or the  appearance  of the Premises from any common or public areas.


                                       11
<PAGE>

Landlord may only require removal of Work installed by or for Tenant as provided
under Article 23.

      B. Approval  Conditions.  Landlord reserves the right to impose reasonable
requirements  as a condition of such consent or otherwise in connection with the
Work,  including   requirements  that  Tenant:  (i)  use  parties  contained  on
Landlord's approved list (if reputable and available on commercially  reasonable
terms) or submit for Landlord's prior written approval the names,  addresses and
background  information  concerning  all  architects,   engineers,  contractors,
subcontractors  and suppliers Tenant proposes to use, (ii) submit for Landlord's
written  approval  detailed  plans and  specifications  prepared by licensed and
competent architects and engineers,  (iii) obtain and post permits, (iv) provide
additional   insurance,   bonds  and/or   other   reasonable   security   and/or
documentation  protecting  against  damages,  liability and liens, (v) use union
labor  (if   Landlord   uses  union   labor),   (vi)  permit   Landlord  or  its
representatives  to inspect the Work at reasonable  times, and (vii) comply with
such other reasonable  requirements as Landlord may impose concerning the manner
and times in which such Work shall be done.  Landlord  may require that all Work
be performed  under  Landlord's  supervision.  If Landlord  consents,  inspects,
supervises,  recommends or designates any  architects,  engineers,  contractors,
subcontractors  or suppliers,  the same shall not be deemed a warranty as to the
adequacy of the design,  workmanship  or quality of materials,  or compliance of
the Work with the plans and specifications or any Laws.

      C.  Performance of Work. All Work shall be performed:  (i) in a thoroughly
first class,  professional and workmanlike manner, (ii) only with materials that
are new, high quality, and free of material defects,  (iii) only by parties, and
strictly in accordance with plans,  specifications,  and other matters, approved
or  designated  by Landlord in advance in writing,  (iv) so as not to  adversely
affect  the  Systems  and  Equipment  or  the  structure  of the  Property,  (v)
diligently  to  completion  and so as to avoid any  disturbance,  disruption  or
inconvenience  to other tenants and the  operation of the Property,  and (vi) in
compliance with all Laws, the Rules and other provisions of this Lease, and such
other reasonable  requirements as Landlord may impose  concerning the manner and
times in which such Work shall be done.  Any floor,  wall or ceiling coring work
or  penetrations or use of noisy or heavy equipment which may interfere with the
conduct of  business  by other  tenants at the  Property  shall,  at  Landlord's
option, be performed at times other than Building Hours (at Tenant's sole cost).
If Tenant fails to perform the Work as required herein or the materials supplied
fail to comply  herewith or with the  specifications  approved by Landlord,  and
Tenant fails to cure such failure  within 48 hours after  written or oral notice
by Landlord (except notice shall not be required in emergencies), Landlord shall
have the right to stop the Work until such  failure  is cured  (which  shall not
limit  Landlord's  other  remedies  and  shall  not  serve to abate  the Rent or
Tenant's  other  obligations  under this  Lease).  Upon  completion  of any Work
hereunder,  Tenant shall provide  Landlord with "as built" plans,  copies of all
construction contracts, and proof of payment for all labor and materials.

      D. Liens.  Tenant shall pay all costs for the Work when due.  Tenant shall
keep  the  Property,   Premises  and  this  Lease  free  from  any   mechanic's,
materialman's, architect's, engineer's or similar liens or encumbrances, and any
claims therefor,  or stop or


                                       12
<PAGE>

violation notices, in connection with any Work. If contemplated under applicable
statutory  procedures,  Tenant  shall  post and  record  appropriate  notices of
non-responsibility  on behalf of  Landlord,  and shall give  Landlord  notice at
least ten (10) days prior to the  commencement  of any Work (or such  additional
time  as may be  necessary  under  applicable  Laws),  to  afford  Landlord  the
opportunity  of posting and recording  any other notices of  non-responsibility.
Tenant shall remove any such claim,  lien or  encumbrance,  or stop or violation
notices of record,  by bond or otherwise within thirty (30) days after notice by
Landlord.  If Tenant fails to do so, Landlord may pay the amount (or any portion
thereof) or take such other  action as Landlord  deems  necessary to remove such
claim,  lien or  encumbrance,  or  stop  or  violation  notices,  without  being
responsible for investigating the validity thereof. The amount so paid and costs
incurred by Landlord  shall be deemed  additional  Rent under this Lease payable
upon demand,  without  limitation  as to other  remedies  available to Landlord.
Nothing contained in this Lease shall authorize Tenant to do any act which shall
subject  Landlord's  title to, or any  Lender's  interest  in, the  Property  or
Premises  to any  such  claims,  liens  or  encumbrances,  or stop or  violation
notices,  whether claimed pursuant to statute or other Law or express or implied
contract.

      E.  Landlord's  Fees  and  Costs.  Tenant  shall  pay  Landlord  a fee for
reviewing, scheduling,  monitoring,  supervising, and providing access for or in
connection  with the Work,  if Tenant  elects to contract  Landlord for any Work
performed,  in an amount  equal to three  percent  (3%) of the total cost of the
Work  (including   costs  of  plans  and  permits   therefor),   and  Landlord's
out-of-pocket costs, including any costs for security, utilities, trash removal,
temporary  barricades,  janitorial,  engineering,  architectural  or  consulting
services,  and other matters in connection with the Work, payable within fifteen
(15) days after billing.

            ARTICLE 10: INSURANCE, SUBROGATION, AND WAIVER OF CLAIMS

      A.  Required  Insurance.  Tenant  shall  maintain  during  the  Term:  (i)
commercial  general  liability ("CGL")  insurance,  with limits of not less than
$1,000,000 for personal  injury,  bodily injury or death, and property damage or
destruction  (including loss of use thereon,  combined single limit, for any one
occurrence,  and $2,000,000 in the aggregate per policy year, with endorsements:
(a) for contractual liability covering Tenant's indemnity obligations under this
Lease, and (b) adding  Landlord,  the management  company for the Property,  and
other parties reasonably  designated by Landlord,  as additional  insureds,  and
(ii) primary,  noncontributory,  extended coverage or "all-risk" property damage
insurance  (including  installation  floater insurance during any alterations or
improvements  that Tenant makes to the  Premises)  covering any  alterations  or
improvements beyond any work or allowance provided by Landlord under this Lease,
and Tenant's personal property,  business records,  fixtures and equipment,  for
damage or other loss caused by fire or other  casualty or cause  including,  but
not limited to,  vandalism and malicious  mischief,  theft,  water damage of any
type,  including  sprinkler leakage,  bursting or stoppage of pipes,  explosion,
business  interruption (for at least nine (9) months), and other insurable risks
in amounts not less than the full insurable  replacement  value of such property
and  full  insurable  value  of such  other  interests  of  Tenant  (subject  to
reasonable deductible amounts).


                                       13
<PAGE>

      B.  Certificates  and Other  Matters.  Tenant shall provide  Landlord with
certificates   evidencing  the  coverage   required   hereunder   prior  to  the
Commencement  Date, or Tenant's  entry to the Premises for delivery of materials
or construction of improvements or any other purpose  (whichever  first occurs).
Such certificates  shall state that such insurance  coverage may not be reduced,
canceled or allowed to expire  without at least thirty (30) days' prior  written
notice  to  Landlord,  and  shall  include,  as  attachments,  originals  of the
additional  insured  endorsements to Tenant's CGL policy required above.  Tenant
shall provide  renewal  certificates to Landlord at least thirty (30) days prior
to expiration of such policies.  Except as provided to the contrary herein,  any
insurance  carried by  Landlord or Tenant  shall be for the sole  benefit of the
party carrying such insurance.  Tenant's  insurance policies shall be primary to
all policies of Landlord and any other additional insureds (whose policies shall
be deemed excess and noncontributory). All insurance required hereunder shall be
provided by responsible  insurers licensed in the State in which the Property is
located,  and shall have a general policy  holder's  rating of at least A- and a
financial  rating of at least X in the then current edition of Best's  Insurance
Reports.  Landlord  disclaims  any  representation  as to whether the  foregoing
overages will be adequate to protect Tenant.

      C. Mutual Waiver of Claims and  Subrogation.  The parties hereby  mutually
waive all claims  against  each other for all losses  covered or  required to be
covered hereunder by their respective  insurance policies,  and waive all rights
of subrogation of their respective insurers; for purposes hereof, any deductible
amount shall be treated as though it were recoverable under such policies.  SUCH
MUTUAL  WAIVER OF CLAIMS  SHALL  APPLY  REGARDLESS  OF THE  NEGLIGENCE  OR GROSS
NEGLIGENCE  OF THE  OTHER  PARTY OR ITS  AFFILIATES,  AGENTS OR  EMPLOYEES.  The
parties  agree that their  respective  insurance  policies are now, or shall be,
endorsed such that said waiver of subrogation  shall not affect the right of the
insured to recover thereunder.

                           ARTICLE 11: CASUALTY DAMAGE

      A. Restoration. Tenant shall promptly notify Landlord of any damage to the
Premises by fire or other  casualty.  If the Premises or any common areas of the
Property  providing  access thereto shall be damaged by fire or other  casualty,
Landlord  shall use  available  insurance  proceeds  to restore  the same.  Such
restoration  shall  be to  substantially  the  same  condition  as  prior to the
casualty,  except for  modifications  required by zoning and building  codes and
other Laws or by any Lender, any other  modifications to the common areas deemed
desirable  by  Landlord  (provided  access  to the  Premises  is not  materially
impaired),  and except that Landlord  shall not be required to repair or replace
any of Tenant's furniture,  furnishings,  fixtures, systems or equipment, or any
alterations  or  improvements  in excess of any work or  allowance  provided  by
Landlord under this Lease.  Tenant shall  reasonably  cooperate in approving any
plans for repairs to the Premises hereunder, and in vacating the Premises to the
extent  reasonably  required to avoid any  interference  or delay in  Landlord's
repair work.  Promptly  following  completion of Landlord's  work,  Tenant shall
repair  and  replace  Tenant's  furniture,  furnishings,  fixtures,  systems  or
equipment, and any alterations or improvements made by Tenant in excess of those
provided by Landlord,  subject to and in compliance with the other provisions of
this Lease.


                                       14
<PAGE>

      B. Abatement of Rent.  Landlord shall not be liable for any  inconvenience
or annoyance to Tenant or its visitors, or injury to Tenant's business resulting
in any way from such damage or the repair thereof.  However,  Landlord shall use
available rent loss proceeds to allow Tenant a  proportionate  abatement of Rent
from the date of the  casualty  through  the date  that  Landlord  substantially
completes  Landlord's  repair  obligations  hereunder (or the date that Landlord
would have substantially completed such repairs, but for delays by Tenant or any
other  occupant of the Premises,  or any of their agents,  employees,  invitees,
Transferees and contractors),  provided such abatement:  (i) shall apply only to
the extent the Premises are untenantable  for the purposes  permitted under this
Lease and not used by Tenant as a result thereof,  based  proportionately on the
square  footage of the  Premises  so affected  and not used,  and (ii) shall not
apply if Tenant or any other  occupant of the Premises,  or any of their agents,
employees, invitees, Transferees or contractors caused the damage.

      C. Termination of Lease. Notwithstanding the foregoing to the contrary, in
lieu of performing the  restoration  work,  Landlord may elect to terminate this
Lease by notifying Tenant in writing of such termination within ninety (90) days
after the date of damage (such termination  notice to include a termination date
providing at least thirty (30) days for Tenant to vacate the  Premises),  if the
Property  shall be  materially  damaged by Tenant or any other  occupant  of the
Premises,  or  any  of  their  agents,  employees,   invitees,   Transferees  or
contractors,  or if the Property  shall be damaged by fire or other  casualty or
cause  such  that:  (i)  repairs  to the  Premises  and  access  thereto  cannot
reasonably be completed  within 120 days after the casualty  without the payment
of overtime or other premiums,  (ii) more than twenty-five  percent (25%) of the
Premises is affected by the damage and fewer than twenty-four (24) months remain
in the Term,  or any  material  damage  occurs to the  Premises  during the last
twelve  (12)  months  of the Term,  (iii)  any  Lender  shall  require  that the
insurance  proceeds  or any  material  portion  thereof  be used to  retire  the
Mortgage debt (or shall  terminate the ground lease, as the case may be), or the
damage is not fully  covered,  except  for  reasonable  deductible  amounts,  by
Landlord's  insurance  policies,  or (iv) the cost of the repairs,  alterations,
restoration or improvement  work would exceed  thirty-five  percent (35%) of the
replacement  value of the Building  (whether or not the Premises are affected by
the damage).  Tenant agrees that the abatement of Rent provided  herein shall be
Tenant's sole recourse in the event of such damage,  and waives any other rights
Tenant may have under any  applicable  Law to perform  repairs or terminate  the
Lease by reason of damage to the Premises or Property.

                            ARTICLE 12: CONDEMNATION

      If at least fifty percent (50%) of the rentable area of the Premises shall
be taken by power of eminent domain or condemned by a competent  authority or by
conveyance  in lieu  thereof for public or  quasi-public  use  ("Condemnation"),
including  any temporary  taking for a period of one year or longer,  this Lease
shall  terminate on the date  possession for such use is so taken.  If: (i) less
than fifty  percent (50%) of the Premises is taken,  but the taking  includes or
affects a material  portion  of the  Building  or  Property,  or the  economical
operation  thereof,  or (ii) the taking is  temporary  and will be in effect for
less than one year


                                       15
<PAGE>

but more than thirty (30) days, then in either such event, Landlord may elect to
terminate this Lease upon at least thirty (30) days' prior notice to Tenant. The
parties  further agree that: (a) if this Lease is terminated,  all Rent shall be
apportioned  as of the  date of such  termination  or the  date of such  taking,
whichever shall first occur,  (b) if the taking is temporary,  Rent shall not be
abated for the period of the taking,  but Tenant may seek a  condemnation  award
therefor (and the Term shall not be extended thereby),  and (c) if this Lease is
not terminated but any part of the Premises is permanently taken, the Rent shall
be proportionately  abated based on the square footage of the Premises so taken.
Landlord  shall be entitled to receive the entire award or payment in connection
with such  Condemnation  and Tenant  hereby  assigns to  Landlord  any  interest
therein for the value of Tenant's unexpired  leasehold estate or any other claim
and waives any right to participate  therein,  except that Tenant shall have the
right to file any separate claim  available to Tenant for a temporary  taking of
the  leasehold as  described  above,  and for moving  expenses and any taking of
Tenant's personal property,  provided such award is separately payable to Tenant
and does not diminish the award available to Landlord or any Lender.

                      ARTICLE 13: ASSIGNMENT AND SUBLETTING

      A.  Transfers.  Tenant  shall not,  without the prior  written  consent of
Landlord,  which consent shall not be unreasonably withheld as further described
below: (i) assign, mortgage, pledge,  hypothecate,  encumber, or permit any lien
to attach to, or otherwise transfer,  this Lease or any interest  hereunder,  by
operation of Law or  otherwise,  (ii) sublet the  Premises or any part  thereof,
(iii)  permit the use of the  Premises by any Persons  other than Tenant and its
employees  (all  of  the  foregoing  are  hereinafter   sometimes   referred  to
collectively  as  "Transfers"  and any  Person to whom any  Transfer  is made or
sought to be made is hereinafter  sometimes  referred to as a "Transferee").  If
Tenant  shall desire  Landlord's  consent to any  Transfer,  Tenant shall notify
Landlord in writing, which notice shall include: (a) the proposed effective date
(which shall not be less than thirty (30) nor more than 180 days after  Tenant's
notice),  (b) the portion of the Premises to be  Transferred  (herein called the
"Subject  Space"),  (c) the terms of the proposed Transfer and the consideration
therefor,  the name, address and background  information concerning the proposed
Transferee, and a true and complete copy of all proposed Transfer documentation,
(d) financial  statements (balance sheets and income/expense  statements for the
current  and  prior  year)  of the  proposed  Transferee,  in  form  and  detail
reasonably satisfactory to Landlord,  certified by an officer,  partner or owner
of the Transferee,  (e) at least one favorable financial and business reference,
and (f) any other  reasonable  information  to enable  Landlord to determine the
financial responsibility,  character, and reputation of the proposed Transferee,
nature of such Transferee's business and proposed use of the Subject Space or as
Landlord may reasonably  request.  Any Transfer made without complying with this
Article shall, at Landlord's  option,  be null, void and of no effect,  or shall
constitute  a Default  under this  Lease.  Whether or not  Landlord  shall grant
consent,  Tenant  shall  pay  $500  towards  Landlord's  review  and  processing
expenses,  as well as any  reasonable  legal fees  incurred by Landlord,  within
fifteen (15) days after Landlord's written request.


                                       16
<PAGE>

      B. Approval.  Landlord will not  unreasonably  withhold its consent to any
proposed  Transfer of the Subject Space to the Transferee on the terms specified
in Tenant's  notice.  The parties hereby agree that it shall be reasonable under
this Lease and under any applicable Law for Landlord to withhold  consent to any
proposed Transfer where one or more of the following applies (without limitation
as to other reasonable grounds for withholding  consent):  (i) the Transferee is
of a character or  reputation or engaged in a business  which is not  consistent
with the  quality or nature of the  Property or other  tenants of the  Property,
(ii) the Transferee  intends to use the Subject Space for purposes which are not
permitted under this Lease, (iii) the Subject Space is not regular in shape with
appropriate  means of ingress and egress  suitable for normal renting  purposes,
would result in more than a reasonable  number of  occupants,  or would  require
increased  services by Landlord,  (iv) the Transferee is a government (or agency
or  instrumentality  thereof),  (v) the  proposed  Transferee  or any  affiliate
thereof is an occupant of the  Property (or of any complex in which the Property
is  located)  or has  negotiated  to  lease  space in the  Property  (or in such
complex)  from  Landlord  during  the prior six (6)  months,  (vi) the  proposed
Transferee does not have, in Landlord's good faith  determination,  satisfactory
references or a reasonable financial condition in relation to the obligations to
be  assumed in  connection  with the  Transfer,  (vii) the  Transfer  involves a
partial or  collateral  assignment,  a mortgage,  or other  encumbrance  on this
Lease, (viii) the proposed Transfer involves conversion, merger or consolidation
of Tenant  into a limited  liability  company or limited  liability  partnership
which would have the legal effect of releasing Tenant from any obligations under
this Lease,  (ix) the proposed  Transfer would cause Landlord to be in violation
of any Laws or any other lease,  Mortgage or  agreement  to which  Landlord is a
party,  or would give a tenant of the  Property a right to cancel its lease,  or
(x) Tenant has committed and failed to cure a Default.  If Tenant disagrees with
Landlord's  decision to deny  approval,  Tenant's  sole remedy  shall be to seek
immediate  declaratory and injunctive relief, and to recover attorneys' fees and
costs as a prevailing party under Article 17.

      C.  Transfer  Premiums.  If  Landlord  consents  to a  Transfer,  and as a
condition  thereto which the parties  hereby agree is  reasonable,  Tenant shall
retain fifty percent (50%) of any Transfer Premium, and shall pay Landlord fifty
percent  (50%) of any Transfer  Premium,  derived by Tenant from such  Transfer.
"Transfer  Premium" shall mean: (i) for a lease  assignment,  all  consideration
paid or payable therefor,  and (ii) for a sublease, all rent, additional rent or
other  consideration  paid by such  Transferee  in excess of the Rent payable by
Tenant  under  this  Lease (on a monthly  basis  during  the Term,  and on a per
rentable square foot basis, if less than all of the Premises is transferred). In
any  such   computation,   Tenant:   (a)  may  subtract  any  reasonable  direct
out-of-pocket  costs  incurred  in  connection  with  such  Transfer,   such  as
advertising  costs,  brokerage   commissions,   attorneys'  fees  and  leasehold
improvements  for the  Subject  Space,  and (b) shall  include in the  "Transfer
Premium" any  so-called  "key money" or other bonus amount paid by Transferee to
Tenant, and any payments in excess of fair market value for services rendered by
Tenant to  Transferee  or in excess of fair market  value for assets,  fixtures,
inventory,  equipment or furniture transferred by Tenant to Transferee.  If part
of the  consideration  for such  Transfer  shall be payable  other than in cash,
Landlord's  share of such  non-cash  consideration  shall be in such  form as is
reasonably  satisfactory  to Landlord.  Tenant shall pay the  percentage  of the
Transfer Premium due Landlord


                                       17
<PAGE>

hereunder  within fifteen (15) days after Tenant  receives any Transfer  Premium
from the Transferee.

      D. Recapture.  Notwithstanding  anything to the contrary contained in this
Article,  Landlord  shall have the  option,  by giving  notice to Tenant  within
thirty (30) days after receipt of Tenant's notice of any proposed  Transfer,  to
recapture the Premises or Subject Space.  Such recapture notice shall cancel and
terminate this Lease with respect to the Premises or Subject Space,  as the case
may be, as of the date stated in Tenant's  notice as the  effective  date of the
proposed Transfer (or at Landlord's option, such notice shall cause the Transfer
to be made to Landlord or its agent or nominee,  in which case the parties shall
execute reasonable Transfer  documentation  promptly thereafter).  If this Lease
shall be canceled with respect to less than the entire Premises, the Rent herein
shall be prorated on the basis of the number of rentable square feet retained by
Tenant in  proportion  to the number of rentable  square feet  contained  in the
Premises,  this Lease as so amended shall continue  thereafter in full force and
effect,  and upon  request of either  party the parties  shall  execute  written
confirmation  of the same.  Tenant  shall  surrender  and vacate the Premises or
Subject Space,  as the case may be, when required  hereunder in accordance  with
Article 23, and any failure to do so shall be subject to Article 24.

      E. Terms of Consent. If Landlord consents to a Transfer: (i) the terms and
conditions of this Lease,  including  Tenant's  liability for the Subject Space,
shall in no way be deemed to have been  waived or  modified,  (ii) such  consent
shall  not be deemed  consent  to any  further  Transfer  by either  Tenant or a
Transferee,  (iii) no Transferee  shall  succeed to any rights  provided in this
Lease or any  amendment  hereto to extend  the Term of this  Lease,  expand  the
Premises,  or lease other space,  any such rights  being deemed  personal to the
initial Tenant, (iv) Tenant shall deliver to Landlord, promptly after execution,
an original  executed  copy of all  documentation  pertaining to the Transfer in
form reasonably acceptable to Landlord,  and (v) Tenant shall furnish a complete
statement,  certified by an independent  certified public accountant or Tenant's
financial  officer,  setting  forth in detail the  computation  of any  Transfer
Premium that Tenant has derived and shall derive from such Transfer. Landlord or
its authorized  representatives  shall have the right at all reasonable times to
audit the books, records and papers of Tenant and any Transferee relating to any
Transfer,  and shall  have the right to make  copies  thereof.  If the  Transfer
Premium respecting any Transfer shall be found to have been understated,  Tenant
shall  pay  the  deficiency  within  fifteen  (15)  days  after  demand  (and if
understated  by more than five  percent  (5%),  Tenant  shall  include with such
payment  Landlord's  costs  of such  audit).  Any  sublease  hereunder  shall be
subordinate and subject to the provisions of this Lease, and if this Lease shall
be  terminated  during  the term of any  sublease,  whether  based on Default or
mutual  agreement,  Landlord  shall have the right to: (a) deem such sublease as
merged and canceled and repossess the Subject Space by any lawful means,  or (b)
require that such  subtenant  attorn to and  recognize  Landlord as its landlord
under such sublease with respect to obligations arising  thereafter,  subject to
the terms of Landlord's  standard form of  attornment  documentation.  If Tenant
shall  commit a  Default  under  this  Lease,  Landlord  is  hereby  irrevocably
authorized to direct any  Transferee to make all payments under or in connection
with the  Transfer  directly  to Landlord  (which  Landlord  shall apply  toward
Tenant's obligations under this Lease).


                                       18
<PAGE>

      F.  Certain  Transfers.  For purposes of this Lease,  the term  "Transfer"
shall also include,  and all of the foregoing provisions shall apply to: (i) the
conversion,  merger or consolidation of Tenant into a limited  liability company
or limited  liability  partnership,  (ii) if Tenant is a partnership  or limited
liability  company,  the  withdrawal  or change,  voluntary,  involuntary  or by
operation of law, of a majority of the  partners or members,  or a transfer of a
majority of partnership or membership  interests,  within a twelve month period,
or the  dissolution  of the  partnership  or  company,  and (iii) if Tenant is a
closely held corporation  (i.e., whose stock is not publicly held and not traded
through an exchange or over the counter), the dissolution, merger, consolidation
or other reorganization of Tenant, or within a twelve month period: (a) the sale
or other  transfer  of more than an  aggregate  of 50% of the  voting  shares of
Tenant (other than to immediate  family members by reason of gift or death),  or
(b) the sale, mortgage, hypothecation or pledge of more than an aggregate of 50%
of Tenant's net assets. Notwithstanding the foregoing provisions of this Article
13(F),  the  term  "Transfer"  shall  not  include,  and  none of the  foregoing
provisions  shall  apply to,  any  transfer  or  assignment  of this  Lease,  by
operation of law or otherwise,  to a successor in interest to Tenant by means of
merger,  sale,  acquisition,  change of control, or sale of all or substantially
all of the assets of Tenant;  provided,  however,  that the  provisions  of this
sentence  are  personal  to  Ricochet  Networks,  Inc.  and its parent  company,
subsidiaries, and affiliates.

               ARTICLE 14: PERSONAL PROPERTY, RENT AND OTHER TAXES

      Tenant  shall  pay,  prior to  delinquency,  all  taxes,  charges or other
governmental   impositions   assessed  against  or  levied  upon  all  fixtures,
furnishings,  personal property, built-in and modular furniture, and systems and
equipment located in or exclusively serving the Premises,  notwithstanding  that
certain  such  items  may  become  Landlord's  property  under  Article  23 upon
termination of the Lease.  Whenever possible,  Tenant shall cause all such items
to be assessed and billed separately from the other property of Landlord. In the
event any such items  shall be assessed  and billed  with the other  property of
Landlord,  Tenant shall pay Landlord  Tenant's  share of such taxes,  charges or
other governmental  impositions within fifteen (15) days after Landlord delivers
a statement  and a copy of the  assessment  or other  documentation  showing the
amount of impositions applicable to Tenant's property. Tenant shall pay any rent
tax,  sales tax,  service  tax,  transfer  tax,  value  added tax,  or any other
applicable  tax on the Rent,  utilities  or services  herein,  the  privilege of
renting,  using or  occupying  the Premises or  collecting  Rent  therefrom,  or
otherwise  respecting  this Lease or any other  document  entered in  connection
herewith.  Notwithstanding the foregoing, Tenant shall have no obligation to pay
any excess  profits taxes,  franchise  taxes,  gift taxes,  capital stock taxes,
inheritance and succession taxes, estate taxes,  federal and state income taxes,
or other taxes to the extent applicable to Landlord's general or net income.


                                       19
<PAGE>

                         ARTICLE 15: LANDLORD'S REMEDIES

      A. Default.  The  occurrence  of any one or more of the  following  events
shall  constitute  a  "Default"  by  Tenant  and shall  give rise to  Landlord's
remedies  set  forth in  Paragraph  B below:  (i)  failure  to make when due any
payment of Rent,  unless such  failure is cured  within five (5)  business  days
after notice (for the first  default in a twelve month  period,  and  thereafter
three (3) days for any  subsequent  failure to make when due any payment of Rent
in the same twelve month period); (ii) failure to observe or perform any term or
condition  of this Lease  other than the  payment of Rent (or the other  matters
expressly  described herein),  unless such failure is cured within any period of
time following notice expressly  provided with respect thereto in other Articles
hereof,  or otherwise  within a reasonable  time (but not less than fifteen (15)
days), but in no event more than thirty (30) days following notice (provided, if
the nature of Tenant's failure is such that more time is reasonably  required in
order to cure,  Tenant  shall  not be in  Default  if Tenant  commences  to cure
promptly  within such period,  diligently  seeks and keeps  Landlord  reasonably
advised of efforts to cure such failure to  completion,  and completes such cure
within  sixty (60) days  following  Landlord's  notice);  (iii)  failure to cure
immediately  upon notice  thereof any condition  which is hazardous,  interferes
with another  tenant or the operation or leasing of the  Property,  or may cause
the  imposition of a fine,  penalty or other remedy on Landlord or its agents or
affiliates,  (iv) violating Article 13 respecting  Transfers,  or abandoning the
Premises  ("abandonment"  under this Lease  shall  mean  vacating  or failing to
occupy the Premises for more than thirty (30) days while Tenant is delinquent in
paying  Rent),  or (v) (a)  making  by  Tenant or any  guarantor  of this  Lease
("Guarantor") of any general assignment for the benefit of creditors, (b) filing
by or for  reorganization or arrangement under any Law relating to bankruptcy or
insolvency  (unless,  in the case of a  petition  filed  against  Tenant or such
Guarantor,  the same is dismissed within thirty (30) days), (c) appointment of a
trustee or receiver to take possession of  substantially  all of Tenant's assets
located in the Premises or of Tenant's interest in this Lease,  where possession
is not restored to Tenant within thirty (30) days, (d) attachment,  execution or
other judicial  seizure of  substantially  all of Tenant's assets located in the
Premises or of Tenant's  interest in this Lease, (e) Tenant's or any Guarantor's
convening of a meeting of its  creditors or any class thereof for the purpose of
effecting a moratorium  upon or  composition  of its debts,  (f) Tenant's or any
Guarantor's insolvency or failure, or admission of an inability, to pay debts as
they mature,  or (g) a violation by Tenant or any  affiliate of Tenant under any
other lease or agreement  with  Landlord or any  affiliate  thereof which is not
cured within the time permitted for cure thereunder. The notice and cure periods
herein are  intended  to satisfy and run  concurrently  with any notice and cure
periods provided by Law, and shall not be in addition thereto.

      B.  Remedies.  If a Default  occurs,  Landlord  shall  have the rights and
remedies  hereinafter  set forth to the extent  permitted by Law, which shall be
distinct,  separate  and  cumulative  with and in addition to any other right or
remedy allowed under any Law or other provision of this Lease:

      (1) Landlord  may  terminate  Tenant's  right of  possession,  reenter and
repossess the Premises by detainer  suit,  summary  proceedings  or other lawful
means,  with or without


                                       20
<PAGE>

terminating this Lease (except as required by Law), and recover from Tenant: (i)
any unpaid Rent as of the termination  date,  (ii) the amount by which:  (a) any
unpaid  Rent which  would have  accrued  after the  termination  date during the
balance of the Term  exceeds (b) the  reasonable  rental  value of the  Premises
under a lease substantially  similar to this Lease,  taking into account,  among
other things, the condition of the Premises,  market  conditions,  the period of
time the  Premises  may  reasonably  remain  vacant  before  Landlord is able to
re-lease the same to a suitable  replacement  tenant, and Costs of Reletting (as
defined in  Paragraph  H below) that  Landlord  may incur in order to enter such
replacement lease, and (iii) any other amounts necessary to compensate  Landlord
for  all  damages   proximately  caused  by  Tenant's  failure  to  perform  its
obligations  under this  Lease.  For  purposes of  computing  the amount of Rent
herein that would have accrued after the termination date, Tenant's  obligations
for Taxes  and  Expenses  shall be  projected  based  upon the  average  rate of
increase in such items from the  Commencement  Date through the termination date
(or if such  period  shall be less than three  years,  then based on  Landlord's
reasonable  estimates).  The amounts  computed in accordance  with the foregoing
subclauses  (a) and (b) shall both be  discounted  in  accordance  with accepted
financial  practice  at the  rate of five  percent  (5%)  per  annum to the then
present value.

      (2) Landlord  may  terminate  Tenant's  right of  possession,  reenter and
repossess the Premises by detainer  suit,  summary  proceedings  or other lawful
means,  with or without  terminating this Lease (except as required by Law), and
recover  from  Tenant:  (i)  any  unpaid  Rent  as of  the  date  possession  is
terminated,  (ii) any unpaid Rent which thereafter  accrues during the Term from
the date  possession  is  terminated  through the time of judgment (or which may
have accrued from the time of any earlier judgment  obtained by Landlord),  less
any  consideration  received from replacement  tenants as further  described and
applied pursuant to Paragraph H, below, and (iii) any other amounts necessary to
compensate  Landlord for all damages  proximately  caused by Tenant's failure to
perform its obligations  under this Lease,  including all Costs of Reletting (as
defined in Paragraph H below).  Tenant shall pay any such amounts to Landlord as
the same accrue or after the same have accrued from time to time upon demand. At
any time after  terminating  Tenant's  right to possession  as provided  herein,
Landlord may  terminate  this Lease as provided in clause (1) above by notice to
Tenant and may pursue such other  remedies as may be available to Landlord under
this Lease or Law.

      C.  Mitigation of Damages.  If Landlord  terminates this Lease or Tenant's
right to possession,  Landlord shall be obligated to mitigate Landlord's damages
if and to the extent required by applicable Law,  subject to the following:  (i)
Landlord  shall be required only to use  reasonable  efforts to mitigate,  which
shall not exceed such efforts as Landlord generally uses to lease other space at
the  Property,  (ii)  Landlord  will not be deemed to have failed to mitigate if
Landlord or its  affiliates  lease any other  portions of the  Property or other
projects owned by Landlord or its affiliates in the same geographic area, before
reletting all or any portion of the Premises,  and (iii) any failure to mitigate
as  described  herein  with  respect to any period of time shall only reduce the
Rent and other amounts to which Landlord is entitled hereunder by the reasonable
rental value of the Premises during such period, taking into account the factors
described  in  clause  B(1)  above.  Tenant  may  seek to  mitigate  damages  by
attempting to sublease the Premises or assign this Lease


                                       21
<PAGE>

pursuant to Article 13.

      D. Reletting. If this Lease or Tenant's right to possession is terminated,
or Tenant  abandons  the  Premises,  Landlord  may:  (i) enter  and  secure  the
Premises,  change  the  locks,  install  barricades,  remove  any  improvements,
fixtures  or  other  property  of  Tenant   therein,   perform  any  decorating,
remodeling, repairs, alterations,  improvements or additions and take such other
actions as Landlord  shall  determine in Landlord's  sole  discretion to prevent
damage or deterioration  to the Premises or prepare the same for reletting,  and
(ii) relet all or any portion of the Premises (separately or as part of a larger
space),  for any rent,  use or period of time (which may extend  beyond the Term
hereto,  and upon any other terms as Landlord shall determine in Landlord's sole
discretion,  directly  or  as  Tenant's  agent  (if  permitted  or  required  by
applicable Law). The consideration received from such reletting shall be applied
pursuant to the terms of Paragraph H hereof,  and if such  consideration,  as so
applied,  is not  sufficient to cover all Rent and damages to which Landlord may
be entitled  hereunder,  Tenant shall pay any deficiency to Landlord as the same
accrues or after the same has accrued from time to time upon demand,  subject to
Paragraph C and the other provisions hereof.

      E. Specific  Performance,  Collection of Rent and  Acceleration.  Landlord
shall at all  times  have the right  without  prior  demand or notice  except as
required by  applicable  Law to (i) seek any  declaratory,  injunctive  or other
equitable  relief,  and specifically  enforce this Lease or restrain or enjoin a
violation of any provision hereof, and Tenant hereby waives any right to require
that Landlord post a bond or other  security in connection  therewith,  and (ii)
sue for and collect any unpaid Rent which has accrued.  Notwithstanding anything
to the contrary contained in this Lease, to the extent not expressly  prohibited
by applicable Law, in the event of any Default by Tenant, Landlord may terminate
this Lease or Tenant's  right to possession  and accelerate and declare all Rent
reserved  for the  remainder  of the  Term to be  immediately  due and  payable;
provided the Rent so accelerated shall be discounted in accordance with accepted
financial  practice  at the  rate of five  percent  (5%)  per  annum to the then
present value,  and Landlord  shall,  after  receiving  payment of the same from
Tenant,  be obligated to turn over to Tenant any actual net  reletting  proceeds
(net of all Costs of Reletting)  thereafter received during the remainder of the
Term, up to the amount so received from Tenant pursuant to this provision.

      F. Late  Charges,  Interest,  and  Returned  Checks.  Tenant shall pay, as
additional Rent, a service charge of Two Hundred Fifty Dollars ($250.00) or five
percent (5%) of the delinquent amount,  whichever is greater,  if any portion of
Rent is not  received  when due. In  addition,  any Rent not paid when due shall
accrue  interest from the due date at the Default Rate until payment is received
by Landlord.  Such service  charges and  interest  payments  shall not be deemed
consent by Landlord to late payments, nor a waiver of Landlord's right to insist
upon timely payments at any time, nor a waiver of any remedies to which Landlord
is entitled as a result of the late  payment of Rent.  If Landlord  receives two
(2) or more  checks  from  Tenant  which  are  returned  by  Tenant's  bank  for
insufficient  funds,  Landlord  may require that all checks  thereafter  be bank
certified or cashier's checks (without limiting Landlord's other remedies).  All
bank service charges resulting from any


                                       22
<PAGE>

returned checks shall be borne by Tenant.

      G.  Landlord's Cure of Tenant  Violations.  If Tenant fails to perform any
obligation  under this Lease for ten (10) days after notice  thereof by Landlord
(except that no notice shall be required in  emergencies),  Landlord  shall have
the right (but not the duty),  to perform such  obligation on behalf and for the
account of Tenant. In such event,  Tenant shall reimburse  Landlord upon demand,
as additional  Rent,  for all expenses  incurred by Landlord in performing  such
obligation  together  with an amount equal to fifteen  percent (15%) thereof for
Landlord's overhead, and interest thereon at the Default Rate from the date such
expenses were incurred. Landlord's performance of Tenant's obligations hereunder
shall not be deemed a waiver or release of Tenant therefrom.

      H.  Other  Matters.  No  re-entry  or  repossession,   repairs,   changes,
alterations  and  additions,  reletting,  or any  other  action or  omission  by
Landlord  shall be construed as an election by Landlord to terminate  this Lease
or Tenant's right to possession, nor shall the same operate to release Tenant in
whole or in part from any of  Tenant's  obligations  hereunder,  unless  express
notice of such  intention is sent by Landlord to Tenant (and if  applicable  Law
permits, and Landlord shall not have expressly terminated this Lease in writing,
then  any  termination  shall be  deemed  a  termination  of  Tenant's  right of
possession only).  Landlord may bring suits for amounts owed by Tenant hereunder
or any portions thereof, as the same accrue or after the same have accrued,  and
no suit or recovery of any  portion  due  hereunder  shall be deemed a waiver of
Landlord's right to collect all amounts to which Landlord is entitled hereunder,
nor shall the same serve as any defense to any  subsequent  suit brought for any
amount not  theretofore  reduced to  judgment.  Landlord  may pursue one or more
remedies against Tenant and need not make an election of remedies until findings
of fact are  made by a court  of  competent  jurisdiction.  All  rent and  other
consideration  paid by any  replacement  tenants  shall be applied at Landlord's
option: (i) first, to the Costs of Reletting, (ii) second, to the payment of all
costs of enforcing this Lease against Tenant or any Guarantor,  (iii) third,  to
the payment of all interest and service charges accruing hereunder, (iv) fourth,
to the payment of Rent theretofore accrued, and (v) with the residue, if any, to
be held by Landlord and applied to the payment of Rent and other  obligations of
Tenant as the same become due (and with any remaining  residue to be retained by
Landlord). "Costs of Reletting" shall include all costs and expenses incurred by
Landlord  for any  repairs or other  matters  described  in  Paragraph  D above,
brokerage commissions,  advertising costs,  attorneys' fees, and any other costs
and incentives incurred in order to enter into leases with replacement  tenants.
Landlord  shall be under no  obligation  to observe or perform any  provision of
this Lease on its part to be observed or performed which accrues while Tenant is
in Default  hereunder.  The times set forth herein for the curing of Defaults by
Tenant are of the essence of this Lease.  Tenant agrees that the notice and cure
rights set forth herein contain the entire  agreement of the parties  respecting
such matters,  and hereby waives any right otherwise  available under any Law to
redeem or reinstate this Lease or Tenant's right to possession  after this Lease
or Tenant's right to possession is properly terminated hereunder.


                                       23
<PAGE>

                          ARTICLE 16: SECURITY DEPOSIT

      Tenant  shall  deposit  with  Landlord  the  amount set forth in Article 1
("Security Deposit"),  upon Tenant's execution and submission of this Lease. The
Security  Deposit  shall serve as security  for the  prompt,  full and  faithful
performance  by  Tenant of the terms and  provisions  of this  Lease.  If Tenant
commits a  Default,  or owes any  amounts to  Landlord  upon the  expiration  or
earlier  termination  of this Lease,  Landlord may use or apply the whole or any
part of the Security Deposit for the payment of Tenant's obligations  hereunder.
The use or application of the Security  Deposit or any portion thereof shall not
prevent Landlord from exercising any other right or remedy provided hereunder or
under any Law and shall not be construed as liquidated damages. In the event the
Security  Deposit is reduced by such use or  application,  Tenant shall  deposit
with Landlord within ten (10) days after notice, an amount sufficient to restore
the full amount of the Security Deposit.  Landlord shall not be required to keep
the Security Deposit  separate from Landlord's  general funds or pay interest on
the Security  Deposit.  Any remaining  portion of the Security  Deposit shall be
returned to Tenant (or, at Landlord's  option,  to the last assignee of Tenant's
interest in this Lease)  within sixty (60) days after Tenant (or such  assignee)
has vacated the Premises in accordance with Article 23. If the Premises shall be
expanded at any time,  or if the Term shall be extended at an increased  rate of
Rent, the Security Deposit shall thereupon be proportionately increased.  Tenant
shall not assign,  pledge or  otherwise  transfer  any  interest in the Security
Deposit except as part of an assignment of this Lease approved by Landlord under
Article 13, and any attempt to do so shall be null and void.

                ARTICLE 17: ATTORNEYS' FEES, JURY TRIAL AND VENUE

      In the event of any litigation or arbitration between the parties relating
to this Lease, the Premises or Property (including pretrial,  trial,  appellate,
administrative,  bankruptcy or insolvency  proceedings),  the  prevailing  party
shall be  entitled  to  recover  its  attorneys'  fees and  costs as part of the
judgment, award or settlement therein. In the event of a breach of this Lease by
either  party  which  does  not  result  in  litigation  but  which  causes  the
non-breaching party to incur attorneys' fees or costs, the breaching party shall
reimburse such fees and costs to the non-breaching  party upon demand. If either
party or any of its  officers,  directors,  trustees,  beneficiaries,  partners,
agents,  affiliates  or  employees  shall be made a party to any  litigation  or
arbitration  commenced  by or against the other  party and is not at fault,  the
other party shall pay all costs,  expenses and attorneys'  fees incurred by such
parties in  connection  with such  litigation.  IN THE  INTEREST OF  OBTAINING A
SPEEDIER  AND LESS COSTLY  HEARING OF ANY DISPUTE,  LANDLORD  AND TENANT  HEREBY
WAIVE TRIAL BY JURY IN ANY ACTION,  PROCEEDING OR COUNTERCLAIM BROUGHT BY EITHER
PARTY AGAINST THE OTHER  ARISING OUT OF OR RELATING TO THIS LEASE,  THE PREMISES
OR THE PROPERTY.  Although such jury waiver is intended to be self-operative and
irrevocable,  Landlord and Tenant each further agree,  if requested,  to confirm
such  waivers  in  writing  at the  time of  commencement  of any  such  action,
proceeding or  counterclaim.  Any action or  proceeding  brought by either party
against the other for any matter  arising out of or in any way  relating to this
Lease, the Premises or the Property,  shall be heard, at Landlord's  option,  in
the


                                       24
<PAGE>

court having jurisdiction located closest to the Property.

           ARTICLE 18: SUBORDINATION, ATTORNMENT AND LENDER PROTECTION

      This Lease is subject and  subordinate  to all  Mortgages now or hereafter
placed  upon the  Property,  and all other  encumbrances  and  matters of public
record  applicable to the Property.  Whether before or after any  foreclosure or
power of sale  proceedings are initiated or completed by any Lender or a deed in
lieu is granted (or any ground lease is terminated), Tenant agrees, upon written
request of any such Lender or any purchaser at such sale, to attorn and pay Rent
to such party,  and recognize  such party as Landlord  (provided  such Lender or
purchaser shall agree not to disturb  Tenant's  occupancy so long as Tenant does
not Default hereunder,  on a form of agreement customarily used by, or otherwise
reasonably acceptable to, such party).  However, in the event of attornment,  no
Lender shall be: (i) liable for any act or omission of  Landlord,  or subject to
any offsets or defenses which Tenant might have against Landlord  (arising prior
to such Lender  becoming  Landlord under such  attornment),  (ii) liable for any
security  deposit or bound by any  prepaid  Rent not  actually  received by such
Lender,  or (iii) bound by any  modification  of this Lease not  consented to by
such  Lender.  Any Lender may elect to make this Lease  prior to the lien of its
Mortgage by written  notice to Tenant,  and if the Lender of any prior  Mortgage
shall  require,  this Lease  shall be prior to any  subordinate  Mortgage;  such
elections  shall  be  effective  upon  written  notice  to  Tenant,  or shall be
effective  as of such  earlier  or later date set forth in such  notice.  Tenant
agrees to give any Lender by certified mail, return receipt requested, a copy of
any notice of default  served by Tenant upon  Landlord,  provided  that prior to
such notice  Tenant has been notified in writing (by way of service on Tenant of
a copy of an assignment of leases,  or otherwise) of the address of such Lender.
Tenant  further  agrees that if Landlord  shall have failed to cure such default
within the time  permitted  Landlord for cure under this Lease,  any such Lender
whose  address has been  provided to Tenant shall have an  additional  period of
thirty  (30) days in which to cure (or such  additional  time as may be required
due to causes beyond such Lender's reasonable control,  including time to obtain
possession of the Property by appointment of receiver, power of sale or judicial
action).  Except as expressly provided to the contrary herein, the provisions of
this Article shall be self-operative;  however Tenant shall execute and deliver,
within ten (10) days after request therefor,  such  documentation as Landlord or
any Lender may reasonably request from time to time, whether prior to or after a
foreclosure  or power of sale  proceeding is initiated or  completed,  a deed in
lieu is delivered, or a ground lease is terminated,  in order to further confirm
or effectuate the matters set forth in this Article in recordable form.

                        ARTICLE 19: ESTOPPEL CERTIFICATES

      Tenant shall from time to time, within ten (10) days after written request
from Landlord, execute, acknowledge and deliver a statement certifying: (i) that
this Lease is unmodified  and in full force and effect or, if modified,  stating
the nature of such  modification  and certifying that this Lease as so modified,
is in full force and effect (or  specifying  the ground for  claiming  that this
Lease is not in force  and  effect),  (ii) the  dates to which the Rent has been
paid, and the amount of any Security Deposit, (iii) that Tenant is


                                       25
<PAGE>

in  possession  of the  Premises,  and  paying  Rent on a current  basis with no
offsets,  defenses or claims,  or specifying  the same if any are claimed,  (iv)
that there are not, to Tenant's  knowledge,  any uncured defaults on the part of
Landlord  or  Tenant,  or  specifying  the  same  if any  are  claimed,  and (v)
certifying such other matters, and including such current financial  statements,
as Landlord may reasonably request, or as may be requested by Landlord's current
or prospective Lenders, insurance carriers, auditors, and prospective purchasers
(and  including  a  comparable   certification   statement  from  any  subtenant
respecting  its  sublease).  Any such  statement  may be relied upon by any such
parties.  If Tenant shall fail to execute and return such  statement  within the
time required  herein,  Tenant shall be in Default,  and shall be deemed to have
agreed with the matters set forth  therein  (which shall not be in limitation of
Landlord's other remedies).

                     ARTICLE 20: RIGHTS RESERVED BY LANDLORD

      Except to the extent  expressly  limited  herein,  Landlord  reserves full
rights to control the Property (which rights may be exercised without subjecting
Landlord to claims for  constructive  eviction,  abatement  of Rent,  damages or
other claims of any kind), including more particularly,  but without limitation,
the following rights:

      A.  General  Matters.  To: (i)  change  the name or street  address of the
Property or designation of the Premises,  (ii) install and maintain signs on and
about the Property,  and grant any other Person the right to do so, (iii) retain
at all times,  and use in  appropriate  instances,  keys to all doors within and
into the Premises, (iv) grant to any Person the right to conduct any business or
render any service at the  Property,  whether or not the same are similar to the
use  permitted  Tenant by this  Lease,  (v) have access for  Landlord  and other
tenants of the Property to any mail chutes located on the Premises  according to
the rules of the United  States  Postal  Service  (and to install or remove such
chutes), and (vi) in case of fire, invasion, insurrection, riot, civil disorder,
public excitement or other dangerous condition,  or threat thereof: (a) limit or
prevent  access to the Property,  (b) shut down elevator  service,  (c) activate
elevator emergency controls,  and (d) otherwise take such action or preventative
measures deemed  necessary by Landlord for the safety of tenants of the Property
or the protection of the Property and other property  located thereon or therein
(but this provision  shall impose no duty on Landlord to take such actions,  and
no liability for actions taken in good faith).

      B. Access To Premises.  Subject to the following provisions,  to enter the
Premises  in order to:  (i)  inspect,  (ii)  supply  cleaning  service  or other
services to be provided Tenant hereunder, (iii) show the Premises to current and
prospective Lenders, insurers,  purchasers,  governmental authorities, and their
representatives,  and during the last twelve (12) months of Tenant's  occupancy,
show the Premises to prospective tenants and leasing brokers, and (iv) decorate,
remodel or alter the  Premises if Tenant  abandons  the  Premises at any time or
vacates  the  same  during  the  last  120  days of the  Term  (without  thereby
terminating  this  Lease),  and (v) perform  any work or take any other  actions
under  Paragraph C below,  or exercise other rights of Landlord under this Lease
or  applicable  Laws.  If Tenant  requests  that any such access occur before or
after Building Hours, and


                                       26
<PAGE>

Landlord schedules the work accordingly, Tenant shall pay all overtime and other
additional costs in connection therewith.  In connection with any such access to
the Premises, except in emergencies or for cleaning or other routine services to
be provided to Tenant under this Lease,  Landlord shall: (a) provide  reasonable
advance written or oral notice to Tenant's on-site manager or other  appropriate
person,  and (b) take  reasonable  steps to minimize any  disruption to Tenant's
business.

      C.  Changes  To  The  Property.  Subject  to the  last  sentence  of  this
Paragraph, to: (i) paint and decorate, (ii) perform repairs or maintenance,  and
(iii) make replacements,  restorations,  renovations, alterations, additions and
improvements, structural or otherwise (including freon retrofit work), in and to
the Property or any part thereof,  including any adjacent  building,  structure,
facility, land, street or alley, or change the uses thereof (other than Tenant's
permitted use under this Lease),  including changes,  reductions or additions of
corridors,  entrances,  doors,  lobbies,  parking  facilities  and other  areas,
structural  support  columns and shear  walls,  elevators,  stairs,  escalators,
mezzanines, solar tint windows or film, kiosks, planters, sculptures,  displays,
and other amenities and features therein, and changes relating to the connection
with or entrance into or use of the Property or any other  adjoining or adjacent
building or buildings, now existing or hereafter constructed. In connection with
such matters,  Landlord may erect scaffolding,  barricades and other structures,
open ceilings,  close entry ways, restrooms,  elevators,  stairways,  corridors,
parking and other areas and facilities,  and take such other actions as Landlord
deems appropriate.  However,  Landlord shall: (a) maintain  reasonable access to
the Premises, and (b) in connection with entering the Premises,  comply with the
last sentence of Paragraph B above.

                      ARTICLE 21: LANDLORD'S RIGHT TO CURE

      If Landlord shall fail to perform any obligation under this Lease required
to be  performed  by  Landlord,  Landlord  shall not be deemed to be in  default
hereunder nor subject to any claims for damages of any kind, unless such failure
shall have continued for more than a reasonable  time (but not less than fifteen
(15)  days),  but in no event  more  than  thirty  (30)  days  following  notice
(provided,  if the  nature  of  Landlord's  failure  is such  that  more time is
reasonably  required  in order to cure,  Landlord  shall  not be in  default  if
Landlord  commences to cure promptly  within such period,  diligently  seeks and
keeps Tenant  reasonably  advised of efforts to cure such failure to completion,
and completes such cure within sixty (60) days following  Tenant's  notice).  If
Landlord  shall default and fail to cure as provided  herein,  Tenant shall have
the right to perform repairs and any other obligation of Landlord (at Landlord's
cost);  provided,  however, (i) Tenant shall have no right to withhold, set off,
or abate Rent,  (ii) Tenant  shall have such other rights and remedies as may be
available to Tenant under this Lease or under  applicable Laws, and (iii) Tenant
shall  have the  right to  terminate  this  Lease  only as may be  provided  for
elsewhere in this Lease or under applicable Laws.


                                       27
<PAGE>

                           ARTICLE 22: INDEMNIFICATION

      Subject to the  provisions  of Articles 10 and 11,  Tenant  shall  defend,
indemnify  and hold  Landlord  harmless  from and  against  any and all  claims,
demands,  losses,  penalties,  fines, fees, charges,  assessments,  liabilities,
damages,   judgments,   orders,  decrees,   actions,   administrative  or  other
proceedings,  costs and expenses  (including  reasonable  attorneys'  and expert
witness  fees,  and court  costs),  arising or alleged  to arise  from:  (i) any
violation or breach of this Lease or  applicable  Law by any Tenant  Parties (as
defined  below),  (ii) damage,  loss or injury to persons,  property or business
directly or indirectly  arising out of any Tenant Party's use of the Premises or
Property,  or out of any other act or omission of any Tenant Parties,  and (iii)
any other damage, loss or injury to persons,  property or business occurring in,
about or from the Premises, except to the extent that such other damage, loss or
injury  to  persons,  property  or  business  is  caused  by the  negligence  or
intentional  misconduct  of Landlord.  For purposes of this  provision,  "Tenant
Parties" shall mean Tenant,  any other occupant of the Premises and any of their
respective agents, employees, invitees, Transferees and contractors.

      Subject to the  provisions of Articles 10 and 11,  Landlord  shall defend,
indemnify and hold Tenant harmless from and against any and all claims, demands,
losses,  penalties,  fines, fees, charges,  assessments,  liabilities,  damages,
judgments, orders, decrees, actions,  administrative or other proceedings, costs
and expenses (including reasonable attorneys' and expert witness fees, and court
costs),  arising or alleged to arise from:  (i) any  violation or breach of this
Lease or applicable Law by any Landlord Parties (as defined below), (ii) damage,
loss or injury to persons,  property or business directly or indirectly  arising
out of any Landlord Party's use of the Premises or Property, or out of any other
act or omission of any Landlord  Parties,  and (iii) any other  damage,  loss or
injury to persons, property or business occurring in, about or from the Building
or the Premises,  except to the extent that such other damage, loss or injury to
persons,  property  or  business  is caused  by the  negligence  or  intentional
misconduct of Tenant.  For purposes of this provision,  "Landlord Parties" shall
mean Landlord, and any of its respective agents, employees and contractors.

                        ARTICLE 23: RETURN OF POSSESSION

      A. General  Provisions.  At the expiration or earlier  termination of this
Lease or  Tenant's  right of  possession,  Tenant  shall  vacate  and  surrender
possession of the entire Premises in the condition  required under Article 8 and
the Rules,  ordinary wear and tear  excepted,  shall  surrender all keys and key
cards, and any parking  transmitters,  stickers or cards to Landlord,  and shall
remove all  personal  property  and office  trade  fixtures  that may be readily
removed  without  damage to the Premises or Property,  subject to the  following
provisions.

      B.  Landlord's  Property.  All  improvements,  fixtures  and other  items,
including ceiling light fixtures,  HVAC equipment,  plumbing fixtures, hot water
heaters, fire suppression and sprinkler systems,  built-in shelves and cabinets,
interior  partitioning,  interior  stairs,  wall coverings,  carpeting and other
flooring,  blinds,  drapes and window


                                       28
<PAGE>

treatments, in or serving the Premises, whether installed by Tenant or Landlord,
and any other items  installed or provided by Landlord or at Landlord's  expense
(including  any modular  furniture  provided or paid for by Landlord),  shall be
Landlord's   property   and  shall  remain  upon  the   Premises,   all  without
compensation, allowance or credit to Tenant, unless Landlord elects otherwise as
provided in Paragraph C below.

      C.  Removal  of Items by  Tenant.  Notwithstanding  the  foregoing  to the
contrary,  if prior to expiration or earlier termination of this Lease or within
thirty (30) days thereafter Landlord so directs by notice, Tenant shall promptly
remove such of the items  described  in Paragraph B above as are  designated  in
such notice and restore the Premises to the condition prior to the  installation
of such items in a good and  workmanlike  manner;  provided,  Landlord shall not
require  removal of any such items  that:  (i) already  existed in the  Premises
before  this Lease and  Tenant's  occupancy  of the  Premises,  or (ii)  involve
customary  office  improvements  that are installed by or for Tenant pursuant to
the provisions of this Lease  (including any Exhibit  hereto) to the extent that
Tenant seeks, and Landlord grants, a written waiver of such removal  requirement
in connection with Landlord's approval of the plans for such improvements.

      D. Tenant's  Failure to Remove  Items.  If Tenant shall fail to remove any
items from the  Premises as required  hereunder,  Landlord  may do so and Tenant
shall pay Landlord's  charges  therefor upon demand.  All such property  removed
from the Premises by Landlord  pursuant to any  provisions  of this Lease or any
Law may be handled or stored by Landlord at Tenant's expense, and Landlord shall
in no event be responsible for the value,  preservation or safekeeping  thereof.
All such  property  not removed  from the  Premises or retaken  from  storage by
Tenant within thirty (30) days after  expiration or earlier  termination of this
Lease  or  Tenant's  right  to  possession  shall,  at  Landlord's   option,  be
conclusively deemed to have been conveyed by Tenant to Landlord as if by bill of
sale without payment by Landlord.  Unless prohibited by applicable Law, Landlord
shall have a lien against such  property for the costs  incurred in removing and
storing the same.

                            ARTICLE 24: HOLDING OVER

      Unless Landlord  expressly agrees  otherwise in writing,  Tenant shall pay
Landlord 150% of the amount of Rent then applicable prorated on a per diem basis
for each day that Tenant  shall fail to vacate or  surrender  possession  of the
Premises or any part thereof  after  expiration or earlier  termination  of this
Lease as required  under  Article  23,  together  with all  damages  (direct and
consequential)  sustained by Landlord on account thereof.  Tenant shall pay such
amount of Rent  monthly  in  advance  (subject  to refund of any  partial  month
occupancy  prorated on a per diem basis),  and such other amounts on demand. The
foregoing provisions,  and Landlord's acceptance of any such amounts,  shall not
serve as  permission  for  Tenant to  hold-over,  nor  serve to extend  the Term
(although  Tenant shall remain a  tenant-at-sufferance  bound to comply with all
other  provisions  of this Lease until  Tenant  properly  vacates the  Premises,
including  Article 23), and Landlord  shall have such other  remedies to recover
possession  of the  Premises as may be available  to Landlord  under  applicable
Laws.


                                       29
<PAGE>

                               ARTICLE 25: NOTICES

      Except as expressly  provided to the contrary in this Lease,  every notice
or other  communication  to be given by either  party to the other with  respect
hereto or to the  Premises  or  Property,  shall be in writing  and shall not be
effective  for any  purpose  unless  the same shall be served  personally  or by
national air courier service,  or United States  certified mail,  return receipt
requested, postage prepaid, to the parties at the addresses set forth in Article
1, or such other  address or  addresses  as Tenant or Landlord  may from time to
time  designate  by  notice  given  as above  provided.  Every  notice  or other
communication  hereunder  shall be  deemed  to have  been  given as of the third
business  day  following  the date of such  mailing (or as of any  earlier  date
evidenced  by a receipt  from such  national  air courier  service or the United
States Postal Service) or immediately if personally delivered.  Notices not sent
in accordance with the foregoing shall be effective when received by the parties
at the addresses required herein.

                         ARTICLE 26: REAL ESTATE BROKERS

      Landlord and Tenant  hereby  mutually:  (i)  represent and warrant to each
other that they have dealt only with the broker, if any, designated in Article 1
(whose commission,  if any, shall be paid pursuant to separate written agreement
by the party signing such  agreement)  as broker,  agent or finder in connection
with this  Lease,  and (ii)  agree to  defend,  indemnify  and hold  each  other
harmless  from and  against any and all claims,  demands,  losses,  liabilities,
damages,  judgments,  costs and expenses  (including  reasonable  attorneys' and
expert  witness  fees,  and court  costs),  arising or alleged to arise from any
breach of their  respective  foregoing  representation  and warranty  under this
Article.

                              ARTICLE 27: NO WAIVER

      No  provision  of this Lease will be deemed  waived by either party unless
expressly  waived in writing and signed by the waiving party. No waiver shall be
implied  by delay or any other act or  omission  of either  party.  No waiver by
either  party of any  provision  of this Lease  shall be deemed a waiver of such
provision with respect to any subsequent matter relating to such provision,  and
Landlord's  consent  or  approval  respecting  any  action by  Tenant  shall not
constitute  a waiver of the  requirement  for  obtaining  Landlord's  consent or
approval  respecting  any  subsequent  action.  Acceptance  of Rent by  Landlord
directly  or through any agent or lockbox  arrangement  shall not  constitute  a
waiver  of any  breach by Tenant of any term or  provision  of this  Lease  (and
Landlord  reserves  the  right to  return or refund  any  untimely  payments  if
necessary to preserve Landlord's remedies).  No acceptance of a lesser amount of
Rent shall be deemed a waiver of  Landlord's  right to receive  the full  amount
due,  nor shall any  endorsement  or  statement  on any check or  payment or any
letter  accompanying such check or payment be deemed an accord and satisfaction,
and Landlord may accept such check or payment  without  prejudice to  Landlord's
right  to  recover  the  full  amount  due.  The  acceptance  of  Rent or of the
performance of any other term or provision from, or providing directory listings
or services  for, any Person other than Tenant shall not  constitute a waiver of
Landlord's  right to


                                       30
<PAGE>

approve any Transfer.  No delivery to, or acceptance by,  Landlord or its agents
or  employees  of keys,  nor any other act or  omission of Tenant or Landlord or
their agents or  employees,  shall be deemed a  surrender,  or  acceptance  of a
surrender,  of the  Premises  or a  termination  of this  Lease,  unless  stated
expressly in writing by Landlord.

                       ARTICLE 28: TELECOMMUNICATION LINES

      A.  Telecommunication  Lines.  Subject to Landlord's  continuing  right of
supervision  and  approval,  and the other  provisions  hereof,  Tenant may: (i)
install  telecommunication  lines  ("Lines")  connecting  the  Premises  to  any
Property  terminal block already serving or available to serve the Premises,  or
(ii) use such Lines as may currently  exist and already  connect the Premises to
such terminal block.  Such terminal block may comprise,  or be connected through
riser or other Lines with, a main  distribution  frame ("MDF") for the Property.
Landlord disclaims any representations,  warranties or understandings concerning
the capacity,  design or suitability of any such terminal or MDF, Property riser
Lines,  or related  equipment.  If there is, or will be, more than one tenant in
the Property, at any time, Landlord may allocate,  and periodically  reallocate,
connections  to the terminal  blocks and MDF based on the proportion of rentable
area each tenant leases,  or the type of business  operations or requirements of
such tenants, in Landlord's reasonable  discretion.  Landlord may arrange for an
independent  contractor  to review  Tenant's  requests for  approval  hereunder,
monitor or supervise  Tenant's  installation,  connection and  disconnection  of
Lines,  and provide other such  services,  or Landlord may provide the same, and
Tenant shall pay Landlord's charges therefor as provided in Article 9.

      B.  Installation.  Tenant  may  install  and use  Tenant's  Lines and make
connections  and  disconnections  at the  terminal  blocks as  described  above,
provided  Tenant shall:  (i) obtain  Landlord's  prior  written  approval of all
aspects  thereof,  (ii) use an experienced and qualified  contractor  reasonably
designated  or  approved in writing in advance by Landlord  (whom  Landlord  may
require to enter an access and indemnity  agreement on Landlord's  then-standard
form of  agreement  therefor,  (iii)  comply  with such  reasonable  inside wire
standards as Landlord may adopt from time to time,  and all other  provisions of
this Lease, including Article 9 respecting Work, and the Rules respecting access
to the wire  closets,  (iv) not install  Lines in the same  sleeve,  chaseway or
other  enclosure in close  proximity with  electrical  wire, and not install PVC
coated Lines under any  circumstances,  (v)  thoroughly  test any riser Lines to
which  Tenant  intends to connect  any Lines to ensure that such riser Lines are
available and are not then connected to or used for telephone, data transmission
or any other purpose by any other party  (whether or not Landlord has previously
approved such connections), and not connect to any such unavailable or connected
riser Lines, and (vi) not connect any equipment to the Lines which may create an
electromagnetic  field  exceeding  the normal  insulation  ratings  of  ordinary
twisted  pair riser  cable or cause  radiation  higher  than  normal  background
radiation,  unless the Lines therefor  (including riser Lines) are appropriately
insulated to prevent such  excessive  electromagnetic  fields or radiation  (and
such  insulation  shall not be provided by the use of additional  unused twisted
pair Lines).  As a condition to permitting  installation of new Lines,  Landlord
may require  that Tenant  remove any  existing


                                       31
<PAGE>

Lines located in or serving the Premises.

      C.  Limitation  of  Liability.  Except  to the  extent  due to  Landlord's
intentional  misconduct  or  grossly  negligent  acts,  Landlord  shall  have no
liability for damages  arising,  and Landlord does not warrant that the Tenant's
use of the Lines will be free,  from the  following  (collectively  called "Line
Problems"): (i) any eavesdropping, wire-tapping or theft of long distance access
codes by unauthorized parties, (ii) any failure of the Lines to satisfy Tenant's
requirements,  or  (iii)  any  capacitance,  attenuation,  cross-talk  or  other
problems with the Lines, any misdesignation of the Lines in the MDF room or wire
closets, or any shortages, failures, variations, interruptions,  disconnections,
loss or damage caused by or in connection  with the  installation,  maintenance,
replacement,  use or removal of any other Lines or  equipment at the Property by
or for other  tenants  at the  Property,  by any  failure  of the  environmental
conditions  at  or  the  power  supply  for  the  Property  to  conform  to  any
requirements of the Lines or any other problems  associated with any Lines or by
any other cause.  Under no  circumstances  shall any Line  Problems be deemed an
actual or constructive  eviction of Tenant, render Landlord liable to Tenant for
abatement of any Rent or other charges under the Lease,  or relieve  Tenant from
performance of Tenant's obligations under the Lease as amended herein.  Landlord
in no event shall be liable for  damages by reason of loss of profits,  business
interruption or other consequential damage arising from any Line Problems

                         ARTICLE 29: HAZARDOUS MATERIALS

      A. Hazardous  Materials Generally  Prohibited.  Except as provided herein,
Tenant shall not transport, use, store, maintain, generate, manufacture, handle,
dispose, release,  discharge, spill or leak any "Hazardous Material" (as defined
in Article 30), or permit  Tenant's  employees,  agents,  contractors,  or other
occupants of the Premises to engage in such activities on or about the Property.
However,  the foregoing  provisions shall not prohibit the transportation to and
from,  and use,  storage,  maintenance  and  handling  within,  the  Premises of
substances  customarily  and  lawfully  used in the  business  which  Tenant  is
permitted  to conduct in the Premises  under this Lease,  as an  incidental  and
minor part of such business, and provided: (i) such substances shall be properly
labeled,  contained,  used  and  stored  only  in  small  quantities  reasonably
necessary  for such  permitted  use of the Premises  and the ordinary  course of
Tenant's business therein,  strictly in accordance with applicable Laws, highest
prevailing  standards,  and the  manufacturers'  instructions  therefor,  and as
Landlord shall  reasonably  require,  (ii) such substances shall not be disposed
of, released,  discharged or permitted to spill or leak in or about the Premises
or the Property  (and under no  circumstances  shall any  Hazardous  Material be
disposed of within the drains or plumbing  facilities in or serving the Premises
or  Property or in any other  public or private  drain or sewer,  regardless  of
quantity or  concentration),  (iii) if any  applicable  Law or Landlord's  trash
removal  contractor  requires that any such substances be disposed of separately
from ordinary trash, Tenant shall make arrangements at Tenant's expense for such
disposal in approved  containers directly with a qualified and licensed disposal
company at a lawful disposal site,  (iv) any remaining such substances  shall be
completely,  properly and lawfully  removed from the Property upon expiration or
earlier  termination of this Lease, and (v) for purposes of removal and disposal


                                       32
<PAGE>

of any  such  substances,  Tenant  shall be named  as the  owner,  operator  and
generator,  shall  obtain a waste  generator  identification  number,  and shall
execute all permit applications, manifests, waste characterization documents and
any other required forms.

      B.  Clean  Up  Responsibility.  If any  Hazardous  Material  is  released,
discharged  or disposed of, or  permitted to spill or leak,  in violation of the
foregoing provisions,  Tenant shall immediately and properly clean up and remove
the  Hazardous  Materials  from the  Premises,  Property and any other  affected
property and clean or replace any  affected  personal  property  (whether or not
owned by  Landlord)  in  compliance  with  applicable  Laws and then  prevailing
industry  practices  and  standards,   at  Tenant's  expense  (without  limiting
Landlord's  other  remedies  therefor).  Such clean up and removal work ("Tenant
Remedial  Work")  shall be  considered  Work under  Article 9 and subject to the
provisions  thereof,  including  Landlord's  prior written  approval  (except in
emergencies),  and any testing,  investigation,  feasibility and impact studies,
and the preparation and  implementation  of any remedial action plan required by
any court or regulatory  authority having jurisdiction or reasonably required by
Landlord. In connection therewith, Tenant shall provide documentation evidencing
that all  Tenant  Remedial  Work or other  action  required  hereunder  has been
properly and lawfully completed  (including a certificate  addressed to Landlord
from an  environmental  consultant  reasonably  acceptable to Landlord,  in such
detail and form as Landlord may reasonably  require).  If any Hazardous Material
is released, discharged,  disposed of, or permitted to spill or leak on or about
the Property and is not caused by Tenant or other occupants of the Premises,  or
their agents, employees,  Transferees, or contractors,  such release, discharge,
disposal,  spill or leak shall be deemed casualty damage under Article 11 to the
extent that the Premises and Tenant's use thereof is affected  thereby;  in such
case,  Landlord and Tenant shall have the obligations and rights respecting such
casualty damage provided under this Lease.

      C. Miscellaneous.  Tenant shall immediately upon written request from time
to time  provide  Landlord  with  copies of all  material  safety  data  sheets,
permits, approvals, memos, reports, correspondence, complaints, demands, claims,
subpoenas,  requests,  remediation and cleanup plans, and all papers of any kind
filed with or by any regulatory  authority and any other books, records or items
pertaining to Hazardous Materials that are subject to this Article (collectively
referred to herein as "Tenant's Hazardous Materials Records"). Tenant shall pay,
prior  to  delinquency,  any and  all  fees,  taxes  (including  excise  taxes),
penalties  and fines  arising  from or based on  Tenant's  activities  involving
Hazardous  Material on or about the  Premises or  Property,  and shall not allow
such obligations to become a lien or charge against the Property or Landlord. If
Tenant  violates any  provision  of this  Article with respect to any  Hazardous
Materials,  Landlord  may:  (i)  require  that  Tenant  immediately  remove  all
Hazardous  Materials  from the  Premises  and  discontinue  using,  storing  and
handling  Hazardous  Materials  in the  Premises,  and/or (ii) pursue such other
remedies as may be available to Landlord under this Lease or applicable Law.

                             ARTICLE 30: DEFINITIONS

      (A) "Building"  shall mean the structure (or the portion  thereof owned by
Landlord) identified in Article 1.


                                       33
<PAGE>

      (B)  "Building  Hours"  shall mean 7:00 A.M. to 6:00 P.M.  Monday  through
Friday, and 8:00 A.M. to 12:00 P.M. on Saturday (if comparable  buildings in the
area have  standard  Saturday  hours),  except  Holidays.  "Holidays"  means all
federal and state holidays, including New Year's Day, Memorial Day, Independence
Day, Labor Day,  Thanksgiving Day and Christmas Day. Landlord reserves the right
to increase the Building Hours beyond that which is set forth in this Paragraph.

      (C) "Default  Rate" shall mean one and one half percent  (1.5%) per month,
or the highest rate permitted by applicable Law, whichever shall be less.

      (D)  "Expenses"  shall mean all  expenses,  costs and amounts  (other than
Taxes) of every kind and nature relating to the ownership,  management,  repair,
maintenance,  replacement,  insurance and operation of the Property,  including,
without limitation (except as expressly set forth herein), any amounts paid for:
(i) Utility  Costs,  (ii) complying with Laws (but subject to the exclusions set
forth below),  (iii)  insurance,  not limited to that required under this Lease,
and  which  may  include  flood,   earthquake,   boiler,   rent  loss,  workers'
compensation  and employers'  liability,  builders'  risk,  automobile and other
coverages,  including  a  reasonable  allocation  of  costs  under  any  blanket
policies, (iv) supplies,  materials,  tools,  equipment,  uniforms, and vehicles
used in the operation, repair, maintenance, security, and other services for the
Property,  including  rental,  installment  purchase  and  financing  agreements
therefor and interest thereunder,  (v) accounting,  alarm monitoring,  security,
janitorial,  trash  removal,  snow and ice  removal,  and other  services,  (vi)
customary  management  fees,  (vii)  compensation and benefits for any personnel
engaged in the operation,  repair,  maintenance,  security or other services for
the  Property at or below the level of property  manager,  and  employer's  FICA
contributions,  unemployment  taxes or  insurance,  any other taxes which may be
levied  on such  compensation  and  benefits,  and  data or  payroll  processing
expenses  relating  thereto (if personnel  handle other properties or functions,
the foregoing expenses shall be allocated appropriately between the Property and
such other properties or functions),  (viii) payments under any easement,  cross
or reciprocal easement,  operating agreement,  declaration,  covenant,  or other
agreement or  instrument  pertaining to the sharing of costs for common areas or
other matters in a development or complex of which the Property is a part,  (ix)
sales, use, value-added or other taxes on supplies or services for the Property,
(x) the costs of operating and  maintaining a property  management  office (such
costs to be appropriately  allocated between the Property and any other property
served by such office), including the fair rental value thereof, (xi) operation,
maintenance, repair, installation,  replacement,  inspection, testing, painting,
decorating  and cleaning of the  Property,  and any items  located  off-site but
installed for the benefit of the Property, including Property identification and
pylon signs,  directional  signs,  traffic  signals and markers,  flagpoles  and
canopies,  sidewalks,  curbs, stairways,  parking structures,  lots, loading and
service areas and driveways,  storm and sanitary  drainage  systems,  irrigation
systems,  elevators,  escalators,  trash compactors,  and Systems and Equipment,
landscaping,  and all other  aspects  of the  Property,  including  common  area
fixtures,  equipment  and other  items  therein  or  thereon,  doors,  locks and
hardware, windows, gutters,  downspouts, roof flashings and roofs. The foregoing
provision is for definitional


                                       34
<PAGE>

purposes only and shall not be construed to impose any obligation  upon Landlord
to incur such  expenses,  nor as a limitation as to other Expenses that Landlord
may  incur  with  respect  to the  Property.  Landlord  may  retain  independent
contractors (or affiliated  contractors at market rates) to provide any services
or perform any work, in which case the costs  thereof shall be deemed  Expenses.
Expenses shall, however, exclude:

            (1) the following items: (a) interest and amortization on Mortgages,
and other  debt  costs or ground  lease  payments,  if any,  except as  provided
herein, (b) depreciation of buildings and other  improvements  (except permitted
amortization of certain capital  expenditures as provided below), (c) legal fees
in connection with leasing,  tenant disputes or enforcement of leases,  (d) real
estate brokers'  commissions or marketing costs, (e) improvements or alterations
to tenant  spaces,  (f) the cost of providing any service  directly to, and paid
directly by, any tenant,  (g) costs of any items to the extent Landlord receives
reimbursement  from  insurance  proceeds  or from a warranty or other such third
party  (such  proceeds  to be  deducted  from  Expenses  in the  year  in  which
received); and

            (2) capital expenditures, except those: (a) made primarily to reduce
Expenses or increases therein, or to comply with Laws or insurance  requirements
(excluding  capital  expenditures  to  cure  violations  of  Laws  or  insurance
requirements  that  existed  prior  to the  date  of  this  Lease),  or (b)  for
replacements  (as  opposed  to  additions  or new  improvements)  of roofs,  and
nonstructural items located in the common areas of the Property required to keep
such areas in good condition;  provided,  any such permitted capital expenditure
shall be  amortized  (with  interest at the  prevailing  loan rate  available to
Landlord  when the cost was  incurred)  over:  (x) the period  during  which the
reasonably estimated savings in Expenses equals the expenditure,  if applicable,
or (y)  the  useful  life  of the  item  as  determined  by  Generally  Accepted
Accounting  Principles (GAAP), but in no event less than five (5) years nor more
than thirty (30) years.

      (E) "Hazardous  Material"  shall  include,  but not be limited to: (i) any
flammable,  explosive,  toxic, radioactive,  biological,  corrosive or otherwise
hazardous chemical,  substance, liquid, gas, device, form of energy, material or
waste or component thereof, (ii) petroleum-based  products, diesel fuel, paints,
solvents,  lead,  radioactive  materials,  cyanide,  biohazards,  infectious  or
medical waste and "sharps",  printing  inks,  acids,  DDT,  pesticides,  ammonia
compounds,  and any other items which now or  subsequently  are found to have an
adverse effect on the environment or the health and safety of persons or animals
or the presence of which require  investigation or remediation  under any Law or
governmental  policy,  and (iii) any item  defined as a  "hazardous  substance",
"hazardous  material",   "hazardous  waste",  "regulated  substance"  or  "toxic
substance"  under the  Comprehensive  Environmental  Response,  Compensation and
Liability  Act of 1980,  as amended,  42 U.S.C.  ss.  9601,  et seq.,  Hazardous
Materials Transportation Act, 49 U.S.C. ss. 1801, et seq., Resource Conservation
and Recovery Act of 1976, 42 U.S.C. ss. 6901 et seq., Clean Water Act, 33 U.S.C.
ss. l 251, et seq., Safe Drinking Water Act, 14 U.S.C.  ss. 300f, et seq., Toxic
Substances  Control Act, 15 U.S.C. ss. 2601, et seq., Atomic Energy Act of 1954,
42 U.S.C.  ss. 2014 et seq., and any similar  federal,  state or local Laws, and
all regulations,  guidelines,  directives and other requirements thereunder, all
as may be amended or supplemented from time to time.


                                       35
<PAGE>

      (F) "Landlord" shall mean only the landlord from time to time, except that
for purposes of any  provisions  defending,  indemnifying  and holding  Landlord
harmless hereunder.  "Landlord" shall include past, present and future landlords
and their respective partners,  beneficiaries,  trustees,  officers,  directors,
employees, shareholders, principals, agents, affiliates, successors and assigns.

      (G)  "Law" or "Laws"  shall  mean all  federal,  state,  county  and local
governmental  and municipal  laws,  statutes,  ordinances,  rules,  regulations,
codes,  decrees,  orders  and  other  such  requirements,  applicable  equitable
remedies and decisions by courts in cases where such  decisions  are  considered
binding precedents in the State in which the Property is located,  and decisions
of federal courts applying the Laws of such State, at the time in question. This
Lease shall be  interpreted  and  governed by the Laws of the State in which the
Property is located.

      (H)  "Lender"  shall  mean  the  holder  of any  Mortgage  at the  time in
question,  and where such Mortgage is a ground  lease,  such term shall refer to
the ground  lessor (and the term  "ground  lease"  although not  capitalized  is
intended throughout this Lease to include any superior or master lease).

      (I) "Mortgage" shall mean all mortgages, deeds of trust, ground leases and
other such  encumbrances  now or hereafter placed upon the Property or Building,
or  any  part  thereof,   and  all  renewals,   modifications,   consolidations,
replacements  or  extensions  thereof,  and all  indebtedness  now or  hereafter
secured thereby and all interest thereon.

      (J)  "Person"  shall  mean  an  individual,  trust,  partnership,  limited
liability company, joint venture, association, corporation and any other entity.

      (K)  "Premises"  shall mean the area  within the  Building  identified  in
Article 1 and Exhibit A. Possession of areas necessary for utilities,  services,
safety and operation of the Property,  including the Systems and Equipment, fire
stairways,  perimeter walls,  space between the finished ceiling of the Premises
and the  slab of the  floor  or roof  of the  Property  thereabove,  and the use
thereof  together  with the right to  install,  maintain,  operate,  repair  and
replace the Systems and Equipment,  including any of the same in, through, under
or above the  Premises in  locations  that will not  materially  interfere  with
Tenant's use of the Premises,  are hereby excepted and reserved by Landlord, and
not demised to Tenant.

      (L) "Property" shall mean the Building,  and any common or public areas or
facilities,  easements, corridors, lobbies, sidewalks, loading areas, driveways,
landscaped areas,  skywalks,  parking rights,  garages and lots, and any and all
other rights, structures or facilities operated or maintained in connection with
or for the benefit of the  Building,  and all parcels or tracts of land on which
all or any  portion  of the  Building  or any of the other  foregoing  items are
located,  and  any  fixtures,  machinery,   apparatus,  Systems  and  Equipment,
furniture and other  personal  property  located  thereon or therein and used in
connection with the operation thereof.  Landlord reserves the right to add land,
buildings,  easements or other interests to, or sell or eliminate the same from,
the Property,  and grant


                                       36
<PAGE>

interests and rights in the Property to other parties. If the Building shall now
or hereafter  be part of a  development  or complex of  buildings or  structures
collectively  owned by  Landlord  or its  affiliates,  the  Property  shall,  at
Landlord's  option,  also be deemed to include such other of those  buildings or
structures as Landlord shall from time to time  designate,  and shall  initially
include such  buildings and  structures  (and related  facilities and parcels on
which the same are located) as Landlord shall have  incorporated by reference to
the total rentable area of the Property in Article 1.

      (M) "Rent" shall have the meaning specified therefor in Article 3.

      (N) "Systems and Equipment" shall mean any plant, machinery, transformers,
duct work, cable, wires, and other equipment,  facilities,  and systems designed
to supply light, heat,  ventilation,  air conditioning and humidity or any other
services or  utilities,  or comprising or serving as any component or portion of
the  electrical,  gas,  steam,  plumbing,  sprinkler,   communications,   alarm,
security, or fire/life/safety systems or equipment, or any elevators, escalators
or other  mechanical,  electrical,  electronic,  computer  or other  systems  or
equipment  for the  Property,  except to the extent  that any of the same serves
particular   tenants   exclusively   (and   "systems  and   equipment"   without
capitalization  shall refer to such of the foregoing  items  serving  particular
tenants exclusively).

      (O) "Taxes" shall mean all amounts (unless required by Landlord to be paid
under Article 14) for federal,  state,  county, or local  governmental,  special
district,  improvement district, municipal or other political subdivision taxes,
fees, levies, assessments, charges or other impositions of every kind and nature
in connection with the ownership, leasing and operation of the Property, whether
foreseen or unforeseen,  general,  special, ordinary or extraordinary (including
real  estate and ad valorem  taxes,  general and  special  assessments,  transit
taxes,  water and  sewer  rents,  license  and  business  license  fees,  use or
occupancy  taxes,  taxes based upon the receipt of rent including gross receipts
or sales  taxes  applicable  to the  receipt of rent or  service or value  added
taxes,  personal  property  taxes,  taxes on fees paid by Landlord  for property
management  services,  and  taxes  or  charges  for  fire  protection,  streets,
sidewalks,  road  maintenance,  refuse  or other  services).  If the  method  of
taxation of real estate  prevailing at the time of execution hereof shall be, or
has  been,  altered  so as to cause  the  whole or any  part of the  Taxes  now,
hereafter or heretofore levied, assessed or imposed on real estate to be levied,
assessed or imposed on Landlord, wholly or partially, as a capital stock levy or
otherwise,  or on or measured by the rents,  income or gross  receipts  received
therefrom,  then such new or altered taxes attributable to the Property shall be
included  within the term  "Taxes,"  except  that the same shall not include any
portion of such tax attributable to other income of Landlord not relating to the
Property. Taxes shall include taxes which are increased as a result of increases
in the assessment or valuation of the Property  (whether based on a sale, change
in ownership or  refinancing  of the  Property or  otherwise),  increases in tax
rates,  reduction or elimination of any rollbacks or other deductions  available
under current law, scheduled reductions of any tax abatement, as a result of the
elimination,  invalidity or withdrawal  of any tax  abatement,  or for any other
cause whatsoever.  Notwithstanding  the foregoing,  there shall be excluded from
Taxes all excess  profits  taxes,  franchise  taxes,  gift taxes,  capital stock
taxes,  inheritance and succession


                                       37
<PAGE>

taxes,  estate  taxes,  federal and state income  taxes,  and other taxes to the
extent  applicable  to  Landlord's  general or net income (as  opposed to rents,
receipts or income attributable to operations at the Property).

      (P) "Tenant"  shall be  applicable  to one or more Persons as the case may
be, the singular shall include the plural, and if there be more than one Tenant,
the obligations thereof shall be joint and several. When used in the lower case,
"tenant" shall mean any other tenant, subtenant or occupant of the Property.

      (Q) "Tenant's  Share" of Taxes and Expenses  shall be the  percentage  set
forth in Article 1, but if the rentable area of the Premises  changes due to the
addition  or  subtraction  of space under this Lease or by  amendment,  Landlord
shall  reasonably  adjust Tenant's Share to be based on the rentable area of the
Premises  divided  by the  rentable  area of the  Property,  subject  to further
adjustment hereunder and under Article 3. If the Property shall now or hereafter
be part of or shall include a development or complex of two or more buildings or
structures  collectively  owned by  Landlord  or its  affiliates,  Landlord  may
allocate  Expenses  and Taxes (or  components  thereof)  within such  complex or
development,  and between such buildings and structures and the parcels on which
they are located, in accordance with sound accounting and management  practices.
In the alternative,  Landlord may determine Tenant's Share of Expenses and Taxes
(or components  thereof) for all or any such buildings and  structures,  and any
common areas and facilities  operated or maintained in connection  therewith and
all  parcels  or tracts of land on which all or any  portion of any of the other
foregoing items are located,  in accordance with sound accounting and management
practices; provided, Landlord shall reasonably reduce Tenant's Share to be based
on the ratio of the rentable  area of the  Premises to the rentable  area of all
such buildings as to which such Expenses and Taxes (or  components  thereof) are
included.  In addition,  if the Property, or any development or complex of which
it is a part,  shall  contain  non-office  uses during any period,  Landlord may
determine,  in  accordance  with  sound  accounting  and  management  practices,
Tenant's Share of Taxes and Expenses for only the office portion of the Property
or of such  development or complex;  in such event,  Landlord  shall  reasonably
adjust  Tenant's  Share  to be based on the  ratio of the  rentable  area of the
Premises to the rentable  area of such office  portion for such  period.  Tenant
acknowledges  that the "rentable area of the Premises" under this Lease includes
the so-called  "usable  area,"  without  deduction  for columns or  projections,
multiplied  by one or more  load or  conversion  factors  to  reflect a share of
certain  areas,  which may  include  lobbies,  corridors,  mechanical,  utility,
janitorial,  boiler and service rooms and closets,  restrooms, and other public,
common and service areas.  Except as provided  expressly to the contrary herein,
the "rentable area of the Property" shall include all rentable area of all space
leased  or  available  for  lease  at  the  Property   (excluding   any  parking
facilities).  Landlord may  reasonably  re-determine  the  rentable  area of the
Property  from  time  to  time  to  reflect  remeasurements,   reconfigurations,
additions or modifications to the Property,  and may reasonably  adjust Tenant's
Share prospectively based thereon.

      (R) "Utility  Costs" shall  include  costs for  electricity,  power,  gas,
steam, oil or other fuel, water, sewer and other such services for the Property,
including sales or other taxes thereon.


                                       38
<PAGE>

      (S) "Base Expense Year" shall mean the twelve-month  period ending January
31, 2005.

      (T) "Base Tax Year" shall mean the twelve-month  period ending January 31,
2005.

                                ARTICLE 31: OFFER

      The submission and  negotiation of this Lease shall not be deemed an offer
to enter the same by Landlord (nor an option or  reservation  for the Premises),
but the  solicitation  of such an  offer  by  Tenant.  Tenant  agrees  that  its
execution of this Lease constitutes a firm offer to enter the same which may not
be  withdrawn  for a period of twenty  (20)  business  days  after  delivery  to
Landlord. During such period and in reliance on the foregoing,  Landlord may, at
Landlord's  option,  deposit any  Security  Deposit and Rent,  proceed  with any
plans, specifications,  alterations or improvements,  and permit Tenant to enter
the Premises,  but such acts shall not be deemed an acceptance of Tenant's offer
to enter this Lease,  and such  acceptance  shall be evidenced  only by Landlord
signing and delivering this Lease to Tenant.

      ARTICLE 32: MISCELLANEOUS

      A.  Captions  and  Interpretation.   The  captions  of  the  Articles  and
Paragraphs of this Lease, and any computer  highlighting of changes from earlier
drafts,  are for  convenience  of reference  only and shall not be considered or
referred to in resolving  questions of interpretation.  Tenant acknowledges that
it has read  this  Lease  and that it has had the  opportunity  to  confer  with
counsel in negotiating  this Lease;  accordingly,  this Lease shall be construed
neither  for nor  against  Landlord  or  Tenant,  but  shall be given a fair and
reasonable  interpretation  in  accordance  with the  meaning of its terms.  The
neuter shall include the masculine and feminine,  and the singular shall include
the plural.  The term "including"  shall be interpreted to mean "including,  but
not limited to."

      B. Survival of Provisions.  All obligations (including indemnity, Rent and
other  payment  obligations)  or  rights  of  either  party  arising  during  or
attributable  to the period prior to expiration or earlier  termination  of this
Lease shall survive such expiration or earlier termination.

      C. Severability. If any term or provision of this Lease or portion thereof
shall be found invalid,  void,  illegal,  or  unenforceable  generally,  or with
respect to any particular party, by a court of competent jurisdiction,  it shall
not affect,  impair or invalidate any other terms or provisions or the remaining
portion thereof or enforceability with respect to any other party.

      D.  Perpetuities.  If the Commencement  Date is delayed in accordance with
Article  2 for more  than nine (9)  months,  Landlord  may  declare  this  Lease
terminated by notice to Tenant,  and if the Commencement  Date is so delayed for
more than three years,


                                       39
<PAGE>

this Lease shall thereupon be deemed terminated without further action by either
party.

      E. Short Form Lease.  Neither  this Lease nor any  memorandum  of lease or
short form lease  shall be recorded  by Tenant,  but  Landlord or any Lender may
elect to record a short form of this Lease,  in which case Tenant shall promptly
execute, acknowledge and deliver the same on a form prepared by Landlord or such
Lender.

      F.  Light,  Air and Other  Interests.  This Lease does not grant any legal
rights to "light and air" outside the Premises nor any  particular  view visible
from  the  Premises,  nor any  easements,  licenses  or other  interests  unless
expressly contained in this Lease.

      G. Authority. If Tenant is any form of corporation,  partnership,  limited
liability company or partnership,  association or other organization, Tenant and
all Persons  signing for Tenant below hereby  represent that this Lease has been
fully  authorized  and no further  approvals  are  required,  and Tenant is duly
organized, in good standing and legally qualified to do business in the Premises
(and has any required certificates, licenses, permits and other such items).

      H.  Partnership  Tenant.  If Tenant is a partnership,  all current and new
general  partners shall be jointly and severally  liable for all  obligations of
Tenant  hereunder  and as this Lease may  hereafter  be  modified,  whether such
obligations  accrue  before or after  admission of future  partners or after any
partners  die or leave the  partnership.  Tenant shall cause each new partner to
sign and deliver to Landlord written confirmation of such liability, in form and
content  satisfactory  to  Landlord,  but  failure to do so shall not avoid such
liability.

      I. Successors and Assigns; Transfer of Property and Security Deposit. Each
of the terms and provisions of this Lease shall be binding upon and inure to the
benefit of the parties' respective heirs, executors, administrators,  guardians,
custodians,  successors and assigns,  subject to Article 13 respecting Transfers
and Article 18 respecting rights of Lenders.  Subject to Article 18, if Landlord
shall  convey or  transfer  the  Property  or any  portion  thereof in which the
Premises  are  contained  to another  party,  such party shall  thereupon be and
become  landlord  hereunder,  shall  be  deemed  to have  fully  assumed  all of
Landlord's  obligations under this Lease accruing during such party's ownership,
including the return of any Security Deposit,  and Landlord shall be free of all
such obligations accruing from and after the date of conveyance or transfer.

      J.  Limitation  of  Liability.  Tenant agrees to look solely to Landlord's
interest in the Property for the  enforcement of any judgment,  award,  order or
other remedy under or in  connection  with this Lease or any related  agreement,
instrument or document or for any other matter whatsoever relating thereto or to
the Property or Premises.  Under no  circumstances  shall any present or future,
direct or  indirect,  principals  or  investors,  general or  limited  partners,
officers,  directors,  shareholders,   trustees,  beneficiaries,   participants,
advisors,  managers,  employees,  agents or affiliates of Landlord, or of any of
the other foregoing parties,  or any of their heirs,  successors or assigns have
any liability for any of the foregoing matters. Under no circumstances shall any
present or future,  direct or


                                       40
<PAGE>

indirect,  principals  or  investors,  general  or limited  partners,  officers,
directors,  shareholders,   trustees,  beneficiaries,   participants,  advisors,
managers,  employees,  agents or  affiliates  of Tenant,  or of any of the other
foregoing  parties,  or any of  their  heirs,  successors  or  assigns  have any
liability  for any of Tenant's  obligations  under this Lease (unless such party
has specifically assumed responsibility for some or all of such obligations in a
written  guarantee or similar  document).  In no event shall either  Landlord or
Tenant be liable to the other party for any consequential damages.

      K.  Confidentiality.  Each party  shall keep the content and all copies of
this Lease,  related documents or amendments now or hereafter  entered,  and all
proposals,  materials,  information and matters relating thereto,  including the
results  of  any  review  of  Landlord's   records  under  Article  3,  strictly
confidential, and shall not disclose, disseminate or distribute any of the same,
or  permit  the same to  occur,  except on an "as  needed"  basis to the  extent
reasonably  required  for proper  business  purposes by  Tenant's or  Landlord's
employees,  attorneys, insurers, auditors, lenders, brokers and Transferees (and
each party shall  obligate any such parties to whom  disclosure  is permitted to
honor the confidentiality  provisions hereof),  and except as may be required by
Law or court proceedings.

                           ARTICLE 33: OPTION TO RENEW

      Provided that Tenant is not in default under this Lease,  Tenant is hereby
granted  an option to renew  this  Lease for an  additional  three (3) year term
under the same terms and conditions of this Lease excepting, however, that there
shall (i) be no  further  option to  renew,  and (ii) the Base Rent  shall be as
follows:

                  Period                         Monthly Base Rent

                  2/1/08 - 1/31/09:              $6,395.73
                  2/1/09 - 1/31/10:              $6,592.52
                  2/1/10 - 1/31/11:              $6,789.31

The Tenant shall  exercise this option by delivering  written notice to Landlord
no  later  than  May  1,  2007,   failing  which  this  option  to  renew  shall
automatically terminate.

                        ARTICLE 34: ADDITIONAL PROVISIONS

      A.  Replacement  Lease.  Tenant is currently in possession of the Premises
pursuant to the Office Lease dated  February 1, 2000 entered into by and between
Landlord and Crossbow  Acquisition  Inc.,  as amended by the First  Amendment to
Office Lease dated  December  15, 2000 entered into by and between  Landlord and
Aerie Networks, Inc., and the Settlement Agreement and Second Amendment to Lease
dated  June  21,  2004  entered   into  by  and  between   Landlord  and  Tenant
(collectively,  the "Existing Lease").  Effective as of the Commencement Date of
this Lease,  this Lease  replaces  and  supersedes  the  Existing  Lease and the
Existing  Lease  shall  remain in full force and effect for any  obligations  or
matters which first arose prior to the Commencement Date of this Lease.


                                       41
<PAGE>

      B. As Is. Tenant accepts the Premises in their "as is" condition.  As soon
as is reasonably practicable, Landlord shall construct in a good and workmanlike
manner the demising  wall  necessary to separate the Premises from the remainder
of the first floor which is not being  leased to Tenant  pursuant to this Lease.
Landlord shall use commercially reasonable efforts to minimize any disruption to
Tenant's  occupancy  of the  Premises in  connection  therewith  and to promptly
complete the construction after commencement.

      C. Additional Space.  During the term of this Lease,  provided that Tenant
has not been in default of this Lease, in the event that any leased space in the
Building located on the first or second floor becomes  available due to a tenant
moving out (the "Available  Space"),  Landlord shall provide Tenant with written
notice of the same and  Tenant  shall  have the first  opportunity  to lease the
Available  Space in its "as is"  condition.  Tenant  shall have two (2) weeks in
which to exercise this option by delivering  written notice to Landlord  failing
which this option to expand for the  Available  Space  which was  offered  shall
automatically terminate. In the event that Tenant timely exercises its option to
lease the Available  Space,  the Base Rent for the Available  Space shall be the
base rent on a per  square  foot  basis as will  then be due by  Tenant  for the
Premises and the parties shall execute a lease  modification  agreement  setting
forth the addition of the Available  Space to the Premises and the new amount of
Base Rent.  Notwithstanding anything herein to the contrary, Tenant shall not be
allowed to exercise  the rights  contained  in this  Section if Tenant is in the
last year of the primary term of this Lease unless  Tenant  exercises its option
to renew; and provided further,  if Tenant has exercised its option to renew and
is in the sixth (6th) year of this Lease, Tenant shall be required to extend the
term of this Lease at then prevailing  market rates as a condition of exercising
the rights contained in this Section. In the event that Tenant does not exercise
its option to expand for the Available  Space which was offered,  Landlord shall
thereafter be able to lease the offered  Available Space on terms  acceptable to
Landlord in Landlord's sole and absolute discretion.

      D. Awning Signage.  Tenant,  at Tenant's sole cost and expense,  shall (i)
have the right to keep in place  the  existing  awning  signage  located  on the
exterior of the  Building,  and (ii) keep the awnings in a good state of repair;
provided,  however,  that Tenant  shall  remove  one-half of the said signage as
reasonably  designated by Landlord  promptly upon written  request being made by
Landlord.

      E. Closure of Stairway Access to Second Floor.  There  currently  exists a
stairway  in the  Premises  which  leads  to space  on the  second  floor of the
Building  which is not  currently  being  leased by Tenant  (the  "Second  Floor
Space").  In the event that  Landlord  elects to close the opening or remove the
said  stairway to the Second  Floor Space  after the  Commencement  Date of this
Lease,  Landlord  may  do  so  and  may  enter  the  Premises  to  perform  such
construction  as  Landlord  deems  necessary.  Landlord  shall use  commercially
reasonable  efforts to minimize  any  disruption  to Tenant's  occupancy  of the
Premises in connection therewith and to promptly complete the construction after
commencement. Tenant acknowledges the construction contemplated by this Section,
if performed,  will  necessarily  involve work and access from both the Premises
and the Second Floor Space. Tenant agrees to reasonably  cooperate with Landlord
to facilitate the


                                       42
<PAGE>

construction, if any. Additionally,  Tenant acknowledges that such construction,
if any,  may cause some noise or other  inconvenience,  and Tenant  agrees  that
Landlord shall have no liability and shall not be required to compensate  Tenant
for any such noise or inconvenience.  Accordingly,  without  limitation,  Tenant
agrees that such construction, if any, shall be deemed to not be an interference
with, nor constitute a breach of, Tenant's possessory or quiet enjoyment rights.

                          ARTICLE 35: ENTIRE AGREEMENT

      This Lease,  together  with the  Exhibits  and other  documents  listed in
Article 1 (WHICH ARE  HEREBY  COLLECTIVELY  INCORPORATED  HEREIN AND MADE A PART
HEREOF AS THOUGH FULLY SET FORTH), contains all the terms and provisions between
Landlord  and Tenant  relating to the  matters set forth  herein and no prior or
contemporaneous  agreement or  understanding  pertaining to the same shall be of
any force or effect, except for any such contemporaneous  agreement specifically
referring  to and  modifying  this  Lease and  signed by both  parties.  Without
limitation as to the generality of the foregoing, Tenant hereby acknowledges and
agrees that Landlord's leasing agents and field personnel are only authorized to
show the Premises  and  negotiate  terms and  conditions  for leases  subject to
Landlord's  final  approval,  and are not  authorized  to make  any  agreements,
representations,  understandings or obligations binding upon Landlord respecting
the condition of the Premises or Property,  suitability of the same for Tenant's
business,  the current or future  amount of Taxes or  Expenses or any  component
thereof,  the amount of rent or other terms applicable under other leases at the
Property, whether Landlord is furnishing the same utilities or services to other
tenants at all, on the same level or on the same basis, or any other matter, and
no such agreements, representations, understandings or obligations not expressly
contained herein or in such  contemporaneous  agreement shall be of any force or
effect.  TENANT HAS RELIED ON TENANT'S INSPECTIONS AND DUE DILIGENCE IN ENTERING
THIS LEASE, AND NOT ON ANY  REPRESENTATIONS  OR WARRANTIES,  EXPRESS OR IMPLIED,
CONCERNING  THE  HABITABILITY,  CONDITION  OR  SUITABILITY  OF THE  PREMISES  OR
PROPERTY FOR ANY PARTICULAR PURPOSE OR ANY OTHER MATTER NOT EXPRESSLY  CONTAINED
HEREIN.  This  Lease,  including  the  Exhibits  referred  to above,  may not be
modified, except in writing signed by both parties.

                  [REMAINDER OF PAGE LEFT BLANK INTENTIONALLY]


                                       43
<PAGE>

      IN WITNESS  WHEROF,  the parties have  executed  this Lease as of the date
first set forth above.

                           LANDLORD:       1400 GLENARM PLACE VENTURE

                                    By:    Shames-Makovsky Realty Company,
                                           Authorized Agent

                                      By: /s/ Evan Makovsky
                                          --------------------------------------
                                          Name: Evan Makovsky
                                               ---------------------------------
                                          Its: President
                                               ---------------------------------


                           TENANT:        RICOCHET NETWORKS, INC., a Delaware
                                          corporation

                                      By: /s/ David L. Renauld
                                          --------------------------------------
                                          Name: David L. Renauld
                                               ---------------------------------
                                          Its: Vice President
                                               ---------------------------------

                                   CERTIFICATE

      I, Andy Shannon, as Corporate  Controller of the aforesaid Tenant,  hereby
certify that the individual(s) executing the foregoing Lease on behalf of Tenant
was/were duly authorized to act in his/their  capacities as set forth above, and
his/their action(s) are the action of Tenant.


(Corporate Seal)                    /s/ Andy Shannon
                                ------------------------------------------------


                                       44
<PAGE>

                               EXHIBIT A: PREMISES
                               -------------------

                  (Floor Plate Showing Premises Cross-Hatched)

                                [Drawing Omitted]


                                       1
<PAGE>

                                EXHIBIT B: RULES
                                ----------------

      (1) Access to  Property.  Before or after  Building  Hours,  or such other
hours as Landlord shall  determine  from time to time,  access to and within the
Property and/or to the passageways,  lobbies,  entrances,  exits, loading areas,
corridors,  elevators  or  stairways  and  other  areas in the  Property  may be
restricted  and  access  gained  by use of a key to  the  outside  doors  of the
Property, or pursuant to such security procedures Landlord may from time to time
impose.  Landlord  shall in all cases  retain the right to control  and  prevent
access to such  areas by  Persons  engaged in  activities  which are  illegal or
violate  these Rules,  or whose  presence in the  judgment of Landlord  shall be
prejudicial to the safety,  character,  reputation and interests of the Property
and its  tenants  (and  Landlord  shall have no  liability  in damages  for such
actions  taken in good  faith).  No Tenant and no  employee or invitee of Tenant
shall enter areas  reserved for the exclusive use of Landlord,  its employees or
invitees or other  Persons.  Tenant  shall keep doors to  corridors  and lobbies
closed except when persons are entering or leaving.

      (2) Signs.  Landlord shall prescribe the suite number for the Premises and
cause building standard suite identification signage to be placed on or adjacent
to the main entrance door of the Premises,  and shall provide  directory  strips
for any Property directory  consistent with Landlord's standard practices at the
Property.  Landlord shall bear the expense of initial building  standard signage
and  directory  strips,  and Tenant shall pay  Landlord's  standard  charges for
changes requested by Tenant and approved by Landlord  thereafter  promptly after
billing thereof.  Tenant shall not paint, display,  inscribe,  maintain or affix
any sign, placard, picture, advertisement,  name, notice, lettering or direction
on any part of the  outside  or  inside of the  Property,  or on any part of the
inside  of the  Premises  which can be seen from the  outside  of the  Premises,
without  the  prior  consent  of  Landlord,  and then only such name or names or
matter  and in such  color,  size,  style,  character  and  material,  and  with
professional  designers,  fabricators and installers as may be first approved or
designated by Landlord in writing.  Landlord reserves the right,  without notice
to  Tenant,  to remove at  Tenant's  expense  all  matter  not so  installed  or
approved.

      (3) Window and Door  Treatments.  Tenant shall not place anything or allow
anything  to be placed in the  Premises  near the glass of any door,  partition,
wall or window which may be  unsightly  from  outside the  Premises,  and Tenant
shall not place or permit to be placed  any  article  of any kind on any  window
ledge or on the exterior walls. Blinds, shades, awnings or other forms of inside
or outside window devices shall not be placed in or about the outside windows or
doors in the Premises except to the extent, if any, that the design,  character,
shape,  color,  material and make  thereof is first  approved or  designated  by
Landlord.  Tenant  shall  not  install  or remove  any solar  tint film from the
windows.

      (4)  Balconies  and  Patios.  If the  Premises  has  access  to a patio or
balcony,  Tenant  shall  have a  license  to enter  such  area,  subject  to the
following  provisions:  (i) Tenant's access to such area shall be limited to the
area  immediately  adjoining  the  Premises  (and bounded by an extension of the
demising  lines of the  Premises),  and  Landlord  reserves the right to install
materials  separating  Tenant's  area  from the area  adjoining  other  tenants'
premises,  (ii)  Tenant  shall use such area only in a manner  that is


                                       1
<PAGE>

quiet and  compatible  with the nature of the  Building  as an office  building,
which only involves the use of benches or outdoor furniture approved by Landlord
in writing,  and which will not bother,  disturb or annoy any other occupants of
the  Property,  and (iii)  Tenant's  use  thereof  shall be subject to the other
provisions of this Lease, including the other Rules.

      (5) Lighting and General  Appearance  of Premises.  Landlord  reserves the
right to designate  and/or approve in writing all internal  lighting that may be
visible  from the public,  common or exterior  areas.  The design,  arrangement,
style,  color,  character,  quality and general appearance of the portion of the
Premises  visible from public,  common and exterior areas,  and contents of such
portion of the Premises,  including furniture,  fixtures,  signs, art work, wall
coverings,  carpet and decorations,  and all changes, additions and replacements
thereto shall at all times have a neat,  professional,  attractive,  first class
office appearance.

      (6)  Property  Tradename,  Likeness,  Trademarks.  Tenant shall not in any
manner use the name of the  Property  for any  purpose  other  than as  Tenant's
business  address,  or use any  tradenames or trademarks of Landlord,  any other
tenant, or their affiliates, or any picture or likeness of the Property, for any
purpose,  in  any  letterheads,  circulars,  notices,  advertisements  or  other
material whatsoever.

      (7) Deliveries and Removals.  Furniture,  freight and other large or heavy
articles,  and all other  deliveries  may be brought into the  Property  only at
times and in the manner designated by Landlord,  and always at the Tenant's sole
responsibility and risk. Landlord may inspect items brought into the Property or
Premises  with respect to weight or  dangerous  nature or  compliance  with this
Lease or Laws.  Landlord may (but shall have no obligation  to) require that all
furniture,  equipment,  cartons and other articles  removed from the Premises or
the  Property be listed and a removal  permit  therefor  first be obtained  from
Landlord.  Tenant  shall  not  take or  permit  to be  taken  in or out of other
entrances  or  elevators  of the  Property  any item  normally  taken,  or which
Landlord  otherwise  reasonably  requires to be taken, in or out through service
doors or on freight  elevators.  Landlord  may  impose  reasonable  charges  and
requirements  for the use of freight  elevators and loading areas,  and reserves
the right to alter schedules without notice. Any hand-carts used at the Property
shall  have  rubber  wheels  and  sideguards,  and  no  other  material-handling
equipment may be used without Landlord's prior written approval.

      (8) Outside  Vendors.  Tenant  shall not obtain for use upon the  Premises
janitor or other  services,  except  from  Persons  designated  or  approved  by
Landlord.  Any Person  engaged by Tenant to provide any other  services shall be
subject to scheduling and direction by the manager or security  personnel of the
Property. Vendors must use freight elevators and service entrances.

      (9)  Overloading  Floors;  Vaults.  Tenant shall not overload any floor or
part  thereof in the  Premises or Property,  including  any public  corridors or
elevators therein,  by bringing in or removing any large or heavy articles,  and
Landlord may prohibit, or direct and control the location and size of, safes and
all other heavy articles and require at Tenant's expense supplementary  supports
of such  material  and  dimensions  as Landlord


                                       2
<PAGE>

may deem necessary to properly distribute the weight.

      (10) Locks and Keys.  Tenant shall use such standard key system designated
by  Landlord  on all keyed  doors to and  within  the  Premises,  excluding  any
permitted  vaults or safes  (but  Landlord's  designation  shall not be deemed a
representation  of adequacy to prevent  unlawful  entry or  criminal  acts,  and
Tenant shall maintain such  additional  insurance as Tenant deems  advisable for
such events).  Tenant shall not attach or permit to be attached additional locks
or similar devices to any door or window, change existing locks or the mechanism
thereof,  or make or permit to be made any keys for any door  other  than  those
provided by Landlord.  If more than two keys for one lock are desired,  Landlord
will provide them upon payment of  Landlord's  charges.  In the event of loss of
any keys furnished by Landlord,  Tenant shall pay Landlord's  reasonable charges
therefor.  The term "key" shall  include  mechanical,  electronic or other keys,
cards and passes.

      (11)  Safety and  Security  Devices,  Services  and  Programs.  Safety and
security  devices,  services and programs  provided by Landlord,  if any,  while
intended to deter crime and ensure safety,  may not in given  instances  prevent
theft or other criminal acts, or ensure safety of persons or property.  The risk
that any safety or security device, service or program may not be effective,  or
may  malfunction,  or be circumvented  by a criminal,  is assumed by Tenant with
respect to Tenant's  property and interests,  and Tenant shall obtain  insurance
coverage to the extent Tenant desires  protection against such criminal acts and
other losses,  as further described in Article 10. Tenant agrees to cooperate in
any reasonable  safety or security program  developed by Landlord or required by
Law.

      (12)  Utility  Closets and  Connections.  Landlord  reserves  the right to
control  access  to and  use  of,  and  monitor  and  supervise  any  work in or
affecting,  the  "wire" or  telephone,  electrical,  plumbing  or other  utility
closets,  the  Systems  and  Equipment,  and  any  changes,   connections,   new
installations,  and wiring  work  relating  thereto (or  Landlord  may engage or
designate an  independent  contractor  to provide such  services).  Tenant shall
obtain Landlord's prior written  reasonable consent for any such access, use and
work in each instance,  and shall comply with such  requirements as Landlord may
reasonably  impose,  and the other  provisions of Article 6 respecting  electric
installations  and  connections,  Article  28  respecting  telephone  Lines  and
connections,  and Article 9  respecting  Work in general.  Tenant  shall have no
right to use any broom closets,  storage closets,  janitorial  closets, or other
such closets, rooms and areas.

      (13) Plumbing Equipment.  The toilet rooms,  urinals,  wash bowls, drains,
sewers and other plumbing fixtures, equipment and lines shall not be misused for
any  purpose  other  than that for which  they were  constructed  and no foreign
substance of any kind whatsoever shall be thrown therein.

      (14) Trash.  All garbage,  refuse,  trash and other waste shall be kept in
the kind of container,  placed in the areas,  and prepared for collection in the
manner and at the times and places reasonably specified by Landlord,  subject to
Article  29  respecting  Hazardous  Materials.  Landlord  reserves  the right to
require that Tenant participate in any recycling program designed by Landlord.


                                       3
<PAGE>

      (15)  Alcohol,  Drugs,  Food and Smoking.  Landlord  reserves the right to
exclude or expel from the  Property any person who, in the judgment of Landlord,
is  intoxicated  or under the influence of liquor or drugs,  or who shall in any
manner do any act in violation  of any of these  Rules.  Tenant shall not at any
time   manufacture,   sell,  use  or  give  away,  any  spirituous,   fermented,
intoxicating or alcoholic liquors on the Premises, nor permit any of the same to
occur.  Tenant shall not at any time cook, sell,  purchase or give away, food in
any form by or to any of Tenant's  agents or employees  or any other  parties on
the Premises, nor permit any of the same to occur (other than in microwave ovens
and coffee makers properly  maintained in good and safe working order and repair
in lunch rooms or kitchens  for  employees  as may be  permitted or installed by
Landlord,  and  which do not  violate  any Laws or  bother  or annoy  any  other
tenant).  Tenant and its  employees  shall not smoke  tobacco on any part of the
Property  (including  exterior  areas)  except  those  areas,  if any,  that are
designated or approved as smoking areas by Landlord.

      (16) Use of Common Areas;  No Soliciting.  Tenant shall not use the common
areas,  including  areas  adjacent to the  Premises,  for any purpose other than
ingress  and  egress,  and any such use  thereof  shall be  subject to the other
provisions of this Lease, including these Rules. Without limiting the generality
of the foregoing,  Tenant shall not allow anything to remain in any  passageway,
sidewalk,  court,  corridor,  stairway,  entrance,  exit,  elevator,  parking or
shipping  area,  or other area  outside the  Premises.  Tenant shall not use the
common area to canvass,  solicit business or information from, or distribute any
article or material to, other tenants or invitees of the Property.  Tenant shall
not make any  room-to-room  canvass to solicit  business  or  information  or to
distribute  any article or material to or from other tenants of the Property and
shall not exhibit,  sell or offer to sell, use, rent or exchange any products or
services in or from the Premise unless  ordinarily  embraced within the Tenant's
use of the Premises expressly permitted in the Lease.

      (17) Energy and Utility Conservation.  Tenant shall not waste electricity,
water,  heat or air  conditioning or other utilities or services,  and agrees to
cooperate fully with Landlord to assure the most effective and energy  efficient
operation  of the  Property  and  shall  not allow  the  adjustment  (except  by
Landlord's  authorized  Property  personnel) of any  controls.  Tenant shall not
obstruct,  alter or impair the efficient operation of the Systems and Equipment,
and shall not place any item so as to interfere with air flow. Tenant shall keep
corridor  doors  closed and shall not open any  windows,  except that if the air
circulation shall not be in operation,  windows which are openable may be opened
with  Landlord's  consent  (not  to be  unreasonably  withheld).  If  reasonably
requested  by Landlord  (and as a condition to claiming  any  deficiency  in the
air-conditioning  or ventilation  services  provided by Landlord),  Tenant shall
close any  blinds or  drapes in the  Premises  to  prevent  or  minimize  direct
sunlight.

      (18)  Landlord  Access to Systems and  Equipment.  Tenant  shall not place
partitions, furniture or other obstructions in the Premises which may prevent or
impair  Landlord's  access to the Systems and  Equipment for the Property or the
systems and equipment for the Premises.


                                       4
<PAGE>

      (19) Unattended Premises.  Before leaving the Premises unattended,  Tenant
shall close and securely  lock all doors or other means of entry to the Premises
and shut off all lights and water  faucets in the  Premises  (except heat to the
extent necessary to prevent the freezing or bursting of pipes).

      (20)  Going-Out-Of-Business  Sales and Auctions.  Tenant shall not use, or
permit any other party to use, the Premises for any distress,  fire, bankruptcy,
close-out,  "lost our lease" or  going-out-of  business sale or auction.  Tenant
shall not display any signs  advertising the foregoing  anywhere in or about the
Premises. This prohibition shall also apply to Tenant's creditors.

      (21) Labor  Harmony.  Tenant shall not use (and upon notice from  Landlord
shall  cease  using)  contractors,   services,   workmen,  labor,  materials  or
equipment,  or labor and  employment  practices  that, in Landlord's  good faith
judgment, may cause strikes, picketing or boycotts or disturb labor harmony with
the workforce or trades engaged in performing  other work,  labor or services in
or about the Property.

      (22) Prohibited  Activities.  Tenant shall not: (i) use strobe or flashing
lights in or on the  Premises,  (ii) install or operate any internal  combustion
engine, boiler, machinery, refrigerating,  heating or air conditioning equipment
in or about the  Premises,  (iii)  use the  Premises  for  housing,  lodging  or
sleeping  purposes  or for the  washing  of  clothes,  (iv)  place  any radio or
television antennae other than inside of the Premises,  (v) operate or permit to
be operated  any musical or sound  producing  instrument  or device which may be
heard outside the Premises, (vi) use any source of power other than electricity,
(vii) operate any electrical or other device from which may emanate  electrical,
electromagnetic,  x-ray,  magnetic resonance,  energy,  microwave,  radiation or
other waves or fields  which may  interfere  with or impair  radio,  television,
microwave,  or  other  broadcasting  or  reception  from or in the  Property  or
elsewhere,  or impair or interfere with  computers,  faxes or  telecommunication
lines or  equipment  at the Property or  elsewhere,  or create a health  hazard,
(viii)  bring or permit any  bicycle  or other  vehicle,  or dog  (except in the
company  of a blind  person or except  where  specifically  permitted)  or other
animal  or bird  in the  Property,  (ix)  make or  permit  objectionable  noise,
vibration or odor to emanate from the Premises,  (x) do anything in or about the
Premises  or  Property  that is  illegal,  immoral,  obscene,  pornographic,  or
anything  that may in  Landlord's  good  faith  opinion  create  or  maintain  a
nuisance, cause physical damage to the Premises or Property,  interfere with the
normal operation of the Systems and Equipment, impair the appearance,  character
or  reputation  of the  Premises or  Property,  create  waste to the Premises or
Property,  cause  demonstrations,  protests,  loitering,  bomb  threats or other
events that may require evacuation of the Building,  (xi) advertise or engage in
any  activities  which  violate  the  spirit  or letter of any code of ethics or
licensing requirements of any professional or business organization, (xii) throw
or permit to be thrown or dropped any article  from any window or other  opening
in the  Property,  (xiii) use the Premises  for any purpose,  or permit upon the
Premises  or Property  anything,  that may be  dangerous  to persons or property
(including  firearms  or  other  weapons  (whether  or not  licensed  or used by
security guards) or any explosive or combustible  articles or materials),  (xiv)
place  vending or game  machines in the Premises,  except  vending  machines for
employees, (xv) adversely affect the indoor air


                                       5
<PAGE>

quality of the Premises or Property,  or (xvi) do or permit  anything to be done
upon the  Premises or Property in any way tending to disturb,  bother,  annoy or
interfere  with  Landlord or any other  tenant at the Property or the tenants of
neighboring property,  or otherwise disrupt orderly,  quiet use and occupancy of
the Property.

      (23)  Transportation  Management.  Tenant shall comply with all present or
future  programs  intended to manage parking,  transportation  or traffic in and
around the Property, and in connection therewith,  Tenant shall take responsible
action for the  transportation  planning and management of all employees located
at  the  Premises  by  working   directly  with   Landlord,   any   governmental
transportation  management  organization  or  any  other  transportation-related
committees  or entities.  Such  programs may include,  without  limitation:  (i)
restrictions on the number of peak-hour vehicle trips generated by Tenant;  (ii)
increased vehicle  occupancy;  (iii)  implementation of an in-house  ridesharing
program and an employee transportation coordinator;  (iv) working with employees
and any Property or  area-wide  ridesharing  program  manager,  (v)  instituting
employer-sponsored  incentives  (financial or in-kind) to encourage employees to
rideshare; and (vi) utilizing flexible work shifts for employees.

      (24)  Responsibility  for  Compliance.  Tenant  shall be  responsible  for
ensuring  compliance  with these  Rules,  as they may be  amended,  by  Tenant's
employees  and  as  applicable,  by  Tenant's  agents,  invitees,   contractors,
subcontractors,  and  suppliers.  Tenant  shall  cooperate  with any  reasonable
program or requests  by  Landlord  to monitor  and enforce the Rules,  including
providing  vehicle  numbers and taking  appropriate  action  against such of the
foregoing parties who violate these provisions.


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<PAGE>

                                    EXHIBIT C

                                    GUARANTY

      THIS  GUARANTY,  made  effective  this 1st day of February,  2005,  by YDI
Wireless,  Inc, 8000 Lee Highway, Falls Church, VA 22402,  (hereinafter referred
to as the "Guarantor"),  to and for the benefit of 1400 Glenarm Place Venture or
any future landlord under the Lease (hereinafter collectively referred to as the
"Landlord").

                                    ARTICLE 1

                                    RECITALS

      Section 1.1. Obligations.  Ricochet Networks, Inc., a Delaware corporation
(hereinafter  referred to as the "Tenant"),  is entering into an Office Lease of
even date herewith for the real property  commonly  known as 1400 Glenarm Place,
Suite 100, Denver, Colorado (hereinafter referred to as the "Lease").

      Section 1.2. Inducement for Guaranty.  As inducement for Landlord to enter
into the Lease, Landlord requires that Guarantor guarantee payment of the Lease,
and  performance  by Tenant  of each and every  term,  covenant,  condition  and
agreement  contained in the Lease.  Guarantor  desires to give such  guaranty in
order to induce Landlord to enter into the Lease.

                                    ARTICLE 2

                          GUARANTY, WAIVER AND CONSENTS

      Section 2.1. Guaranty. Guarantor unconditionally and absolutely guarantees
the due and  punctual  payment of the rent and any other  money due or which may
become due under the Lease, and the due and punctual  performance and observance
by Tenant of any other terms,  covenants and conditions of the Lease on the part
of the  Lessee to be kept,  observed  or  performed,  whether  according  to the
present terms thereof,  at any earlier or accelerated  date or dates as provided
therein, or pursuant to any extension of time or to any change or changes in the
terms, covenants and condition thereof.

      Section 2.2. Waiver and Consents. Guarantor waives diligence, presentment,
protest, notice of dishonor, demand for payment,  extension of time for payment,
notice of acceptance of this Guaranty, indulgences and notice of every kind, and
consents to any and all  forbearances  and extensions of the time for payment of
the rent due under the Lease or performance  under the Lease, and to any and all
changes in the terms,  covenants and  conditions of the Lease  hereafter made or
granted, and to any changes,  compromises or waivers of any default with respect
to any other person  secondarily or otherwise liable for any of the indebtedness
and liabilities of the Tenant.

      Section 2.3. Waiver of Jury Trial.  As an additional  inducement to Lender
to enter into the Lease, Guarantor, for itself and for all who may claim through
or under it,  HEREBY


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<PAGE>

WAIVES THE RIGHT TO TRIAL BY JURY ON ANY ISSUES  BETWEEN  LANDLORD AND GUARANTOR
AND TO ANY ISSUES PERTAINING TO THE LEASE.

                                    ARTICLE 3

                      AGREEMENTS AND COVENANTS OF GUARANTOR

      Section 3.1. No Subrogation. Guarantor also hereby waives any claim, right
or remedy which Guarantor may now have or hereafter  acquire against Tenant,  or
any of its members,  that arises under this Guaranty and/or from the performance
by the Guarantor under this Guaranty,  including, without limitation, any claim,
remedy  or  right  of  subrogation,  reimbursement,  exoneration,  contribution,
indemnification,  or  participation  in any claim,  right or remedy of  Landlord
against  Tenant,  or any security which Landlord now has or hereafter  acquires,
whether or not such claim, right or remedy arises in equity, under contract,  by
statute,  under  common law or  otherwise.  This waiver  shall only be in effect
until all obligations to Landlord have been satisfied.

      Section  3.2.  Enforcement.  This  Guaranty  may be  enforced  by Landlord
without first  resorting to or exhausting  any other  security or collateral and
without first having to evict the Tenant and relet the leased  premises,  or any
of the other remedies  provided by the Lease. If suit or other remedy is availed
of, only the net proceeds therefrom, after deduction of all charges and expenses
of every kind and nature whatsoever, shall be applied in reduction of the amount
due under the Lease.  Landlord  shall not be required to  institute or prosecute
proceedings  to recover  any  amounts  due by Tenant as a  condition  of payment
hereunder or enforcement hereof.

      Section 3.3. Primary Obligation.  This Guaranty is a primary obligation of
Guarantor  unless  the  Lease is  determined  to be  invalid,  unenforceable  or
discharged  by a  court  of  competent  jurisdiction;  provided,  however,  that
Guarantor  shall not be able to assert that the Lease is invalid,  unenforceable
or discharged due to a bankruptcy of the Tenant or any permitted assignee of the
Tenant.

      Section 3.4. Financial  Statements.  Guarantor agrees to furnish Landlord,
upon  demand,  so long as this  Guaranty  shall  remain in effect,  a  financial
statement  setting forth in reasonable  detail the assets,  liabilities  and net
worth of the Guarantor.

      Section 3.5. Expenses of Enforcement. In the event this Guaranty is placed
in the hands of an attorney for enforcement,  Guarantor will reimburse  Landlord
for  all  expenses  incurred  in  connection  therewith,   including  reasonable
attorneys' fees.

                                    ARTICLE 4

                                  MISCELLANEOUS

      Section 4.1.  Successors  and Assigns.  This  Guaranty  shall inure to the
benefit and may be enforced by Landlord,  and any  subsequent  owner of the real
property of which the leased  premises are a part, and shall be binding upon and
enforceable against the legal representatives, heirs and assigns of Guarantor.


                                       2
<PAGE>

      Section  4.2. No  Alteration  of Other  Documents.  No  provision  of this
Guaranty shall be construed to alter or amend the Lease, or to relieve Tenant of
any duties or obligations under the Lease.

      Section 4.3. Word Meanings.  As used herein the singular shall include the
plural, the plural the singular and the use of any gender shall be applicable to
all genders.

      Section 4.4. Joint  Obligation.  In the event that more than one person or
party shall execute this Guaranty as the Guarantor herein,  this agreement shall
bind all persons and parties jointly and severally.

      Section  4.5.  Colorado  Law;  Venue.  This  Guaranty  and the  terms  and
provisions  hereof shall be governed by and  construed  according to the laws of
the State of Colorado,  without  regard to principles  of conflict of laws.  Any
suit hereon may be brought and  prosecuted  in the courts of the City and County
of Denver, Colorado.

      Section 4.6.  Remedies  Cumulative.  Guarantor hereby agrees with Landlord
that all rights,  remedies and  recourse  afforded to Landlord by reason of this
Guaranty,  or  otherwise,  are  separate  and  cumulative  and  may  be  pursued
separately,  successively or concurrently, as occasion therefor shall occur, and
are  nonexclusive  and shall in no way  limit or  prejudice  any other  legal or
equitable right, remedy or recourse which Landlord may have.

      Section 4.7. Captions. The section headings contained in this Guaranty are
for reference  purposes only and shall not affect the meaning or  interpretation
of this Guaranty.

      WITNESS the execution hereof by the Guarantor.

      GUARANTOR:

      YDI WIRELESS, INC.


By:   /s/ David L. Renauld
      --------------------

      David L. Renauld, Vice President
     (Print name and title)


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