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                                                                   EXHIBIT 10.21

                                  OFFICE LEASE


        THIS OFFICE LEASE ("Lease"), dated March 25, 1999, is made between
Morris Piha Real Estate Services, Inc. "Landlord"), Virage Logic Corporation
("Tenant") and N/A ("Guarantor").

        In consideration of the mutual covenants in this Lease, Landlord and
Tenant agree as follows:

1.      BASIC LEASE INFORMATION

        1.1     Basic Lease Information. In addition to the terms that are
                defined elsewhere in this Lease, these terms are used in this
                Lease:

                (a) LANDLORD'S ADDRESS:       Morris Piha Real Estate
                                                 Services, Inc.
                                                 14100 SE 36TH Street, Suite 200
                                                 Bellevue WA 98006
                                                 (425) 643-8400
                                                 Fax (425) 643-9139

                (b) TENANTS ADDRESS:          Virage Logic Corporation
                                                 46824 Lakeview Blvd.
                                                 Fremont CA 94538
                                                 (510) 360-8000
                                                 Fax (510) 360-8099

                (c) GUARANTOR'S ADDRESS:      N/A

                (d) BUILDING ADDRESS:            14100 SE 36th Street. Suite 210
                                                 Bellevue WA 98006

                (e) PREMISES: The Premises shown on Exhibit A to this Lease.

                (f) RENTABLE AREA OF THE PREMISES: square feet (2.318 sq. ft. +
                    371 sq. ft. (load factor))

                (g) USEABLE AREA OF THE BUILDING:  N/A

                (h) LOAD FACTOR:  16%

                (i) RENTABLE AREA OF THE BUILDING:  N/A square feet.



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                (j) TERM: The period beginning on the Commencement Date and
                      expiring on the Expiration Date.

                (k) COMMENCEMENT DATE: Date to be mutually agreed upon. or as
                      extended pursuant to the work letter.

                (l) EXPIRATION DATE: 60 months after commencement. The
                      Expiration Date shall be the last day of a month.

                (m) SECURITY DEPOSIT: $ 6.275.00

                (n) MONTHLY RENT: Months 1-36 - $5.602. months 37-60 - $6.275.

                (o) BASE YEAR: The calendar year 1999

                (p) BASE OPERATING EXPENSES: The operating expenses paid or
                      incurred by Landlord in the base year.

                (q) BASE PROPERTY TAXES: The amount of property taxes for the
                      tax year ending December 31 of the Base Year.

                (r) TENANTS PERCENTAGE SHARE: 12.75 (determined by dividing the
                      rentable area of the Premises by the rentable area of the
                      Building, multiplying the resulting quotient by 100, and
                      rounding to the 3rd decimal place).

                (s) PARKING SPACES: 9 spaces according to Article 26.

                (t) PARKING CHARGE: $ 0 per parking space per month, subject to
                      adjustments specified in Article 26.

                (u) PERMITTED USE: General office

                (v) BROKER: Colliers International

                (w) BUSINESS HOURS: The term "business hours" means 7:00
                    a.m. to 6:00 p.m. on Monday through Friday, except holiday
                    (as that term is defined below), and 8 a.m. to 1 p.m. on
                    Saturdays, except holidays. The term "holidays" means New
                    Year Day, Memorial Day, Independence Day, Labor Day,
                    Thanksgiving Day, and Christmas Day.

        1.2     Definitions



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                (a)     ADDITIONAL RENT: Any amounts that this Lease requires
                        Tenant to pay in addition to monthly rent.

                (b)     BUILDING: The building located on the land and of which
                        the Premises are a part, including, without limitation,
                        the parking lot, walkways, driveways, fences and
                        landscaping.

                (c)     LAND: The land on which the Building is located and
                        which is described on Exhibit B.

                (d)     RENT: The Monthly Rent and Additional Rent.

                (e)     WORKLETTER: The workletter attached to this Lease as
                        Exhibit C (if any).

                If any other provision of this Lease contradicts any definition
                of this Article, the other provision will prevail.

        1.3     Exhibits. The following addenda and exhibits are attached to
                this Lease and are made part of this Lease:

                ADDENDA: Riders #28 & #29

                EXHIBIT A--Drawing of the Premises

                EXHIBIT B--Legal Description of the Land

                EXHIBIT C--Workletter

                EXHIBIT D--Rules and Regulations

                EXHIBIT E--Commencement Date Certificate

2.      AGREEMENT TO LEASE. Landlord leases the Premises to Tenant, and Tenant
        leases the Premises from Landlord, in accordance to the and conditions
        of this Lease. The duration of this Lease will be the Term. The Term
        will commence on the Commencement Date and will expire on the Expiration
        Date.

3.      DELIVERY OF PREMISES

        3.1     Delivery of Possession. Landlord will be deemed to have
                delivered possession of the Premises to Tenant on the
                Commencement as it may be adjusted pursuant to the workletter.
                Landlord will construct or install in the Premises the
                improvements to be construct or installed by Landlord according
                to the workletter. If no workletter is attached to this Lease,
                it will be deemed that



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                Landlord delivered to Tenant possession of the Premises "as is"
                in its present condition on the Commencement Date. Tenant
                acknowledges neither Landlord nor its agents or employees have
                made any representations or warranties as to the suitability or
                fitness of the Prer for the conduct of Tenant's business or for
                any other purpose, nor has Landlord or its agents or employees
                agreed to undertake any alterations or construct any Tenant
                improvements to the Premises except as expressly provided in
                this Lease and the workletter. If any reason Landlord cannot
                deliver possession of the Premises to Tenant on the Commencement
                Date, this Lease will not be void voidable, and Landlord will
                not be liable to Tenant for any resultant loss or damage. Tenant
                will execute the Commencement Date Certificate attached to this
                Lease as Exhibit E within 15 days of Landlord's request.

        3.2     Early Entry. If Tenant is permitted entry to the Premises prior
                to the Commencement Date for the purpose of installing fixtures
                any other purpose permitted by Landlord, the early entry will be
                at Tenant's sole risk and subject to all the terms and
                provisions of Lease as though the Commencement Date had
                occurred, except for the payment of rent, which will commence on
                the Commencement Date. Tenant, its agents, or employees will not
                interfere with or delay Landlord's completion of construction of
                the improvements rights of Tenant under this Section 3.2 will be
                subject to the requirements of all applicable building codes,
                zoning requirements, a federal. state, and local laws, rules,
                and regulations, so as riot :o interfere with Landlord's
                compliance with all laws, including the obtaining of a
                certificate of occupancy for the Premises. Landlord has the
                right to impose additional conditions on Tenant's early en that
                Landlord, in its reasonable discretion, deems appropriate,
                including without limitation, proof of insurance.

4.      MONTHLY RENT. Throughout the term of this Lease, Tenant will pay monthly
        rent to Landlord as rent for the Premises. Monthly rent will be paid in
        advance on or before the first day of each calendar month of the Term.
        If the Term commences on a day other than the first day of calendar
        month or ends on a day other than the last day of a calendar month, then
        monthly rent will be appropriately prorated by Landlord based on the
        actual number of calendar days in such month. If the Term commences on a
        day other than the first day of a calendar month, then the prorated
        monthly rent for such month will be paid on or before the first day of
        the Term. Monthly rent will be paid to Landlord, without writ notice or
        demand, and without deduction or offset, in lawful money of the United
        States of America at Landlord's address, or to such other address as
        Landlord may from time to time designate in writing.



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5.      OPERATING EXPENSES

        5.1 General

                (a)     Tenant will pay to Landlord throughout the Term of this
                        Lease as rent for the Premises the sums specified in the
                        basic lease information as the base rent, provided that
                        the rent payable during each calendar year subsequent to
                        the base year will be base rent, increased by Tenant's
                        percentage share of the total dollar increase, if any,
                        in operating expenses paid or incurred by Landlord in
                        that year over the base operating expenses, and also
                        increased by Tenant's percentage share of the total d(
                        increase, if any, in property taxes paid by Landlord in
                        that year over the base property taxes. The increased
                        rent due pursuant to this Section 5 is referred to as
                        "escalation rent."

                (b)     Escalation rent will be paid monthly on an estimated
                        basis, with subsequent annual reconciliation, in
                        accordance with the following procedures:

                        (1)     As soon after December of each calendar year as
                                practicable, Landlord will give Tenant notice of
                                its estimate any escalation rent due for the
                                ensuing calendar year. On or before the first
                                day of each month during the end calendar year,
                                Tenant will pay Landlord 1/12th of the estimated
                                escalation rent: however, if the notice is not g
                                in December, Tenant will continue to pay on the
                                basis of the prior year's estimate until the
                                month after the not given. If at any time or
                                times it appears to Landlord that the escalation
                                rent for the current calendar year will' from
                                its estimate by more than 5%, Landlord will, by
                                notice to Tenant, revise its estimate for the
                                year, and subsequent payments by Tenant for such
                                year will be based upon the revised estimate.

                        (2)     As soon as practicable after the end of each
                                calendar year, Landlord will deliver to Tenant a
                                statement of the escalation rent for the
                                calendar year, accompanied by a statement
                                showing the operating expenses and property
                                taxes. The statement will be final and binding
                                upon Landlord and Tenant as the amount of the
                                operating expense and property taxes unless
                                objected to in writing within 30 days after it
                                is delivered to Tenant. If Landlord's statement
                                discloses that Tenant owes an amount that is
                                less than the estimated payments for such
                                calendar year previously made by Tenant,



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                                Landlord will credit such excess first against
                                any sums then owed by Tenant to Landlord and
                                then against the next payments of rent. If
                                Landlord's statement discloses that Tenant owes
                                the estimated payments for such calendar year
                                previously made by Tenant, Tenant will pay the
                                deficiency to Landlord within 30 days after
                                delivery of the statement.

                        (3)     The amount of escalation rent for any fractional
                                year in the Term will be appropriately prorated.
                                The termini of this Lease will not affect the
                                obligations of Landlord and Tenant pursuant to
                                paragraph (b) to be performed such termination.

                (c)     As used in this Lease, the term "operating expenses
                        means:

                        (1)     All reasonable costs of management, operation,
                                and maintenance of the Building, including
                                without limitation and personal property taxes
                                and assessments (and any tax levied in whole or
                                in part in lieu of or in addition t property
                                taxes); wages, salaries, and compensation of
                                employees; consulting, accounting, legal,
                                janitorial, maintenance, guard, and other
                                services; management fees and costs (charged by
                                Landlord, any affiliate of Landlord, or any
                                other entity managing the Building and
                                determined at a rate consistent with prevailing
                                marl rates for comparable services and
                                buildings); reasonable reserves for operating
                                expenses; that part of office r rental value of
                                space in the Building used or furnished by
                                Landlord to enhance, manage, operate, and
                                maintain Building; power, water, waste disposal,
                                sprinkler, fire, and life safety systems,
                                heating, ventilating, air conditioning, and
                                other utilities; materials and supplies;
                                maintenance and repairs: insurance obtained by
                                Land common area signage, and any other costs,
                                charges and expenses that under generally
                                accepted accounting principles would be regarded
                                as management, maintenance, and operating
                                expenses; and

                (d)     The operating expenses will not include:

                        (1)     depreciation on the Building (other than
                                depreciation on personal property, equipment,
                                window coverings on exterior windows provided by
                                Landlord and carpeting in public corridors and
                                common areas);



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                        (2)     costs of alterations of space or other
                                improvements made for Tenants of the Building;

                        (3)     finders' fees and real estate brokers'
                                commissions;

                        (4)     ground lease payments, mortgage principal, or
                                interest;

                        (5)     capital items other than those referred to in
                                clause (b)(2) above;

                        (6)     costs of replacements to personal property and
                                equipment for which depreciation costs are
                                included as an opera expense;

                        (7)     costs of excess or additional services provided
                                to any Tenant in the Building that are directly
                                billed to such Tenants;

                        (8)     the cost of repairs due to casualty or
                                condemnation that are reimbursed by third
                                parties;

                        (9)     any cost due to Landlord's breach of this Lease;

                        (10)    any income, estate, inheritance, or other
                                transfer tax and any excess profit, franchise,
                                or similar taxes on Landlord's business;

                        (11)    all costs, including legal fees, relating to
                                activities for the solicitation and execution of
                                leases of space in the Building; and

                        (12)    any legal fees incurred by Landlord in enforcing
                                its rights under other leases for premises in
                                the Building.

                (e)     Tenant acknowledges that Landlord has not made any
                        representation or given Tenant any assurances that the
                        operating expenses base will equal or approximate the
                        actual operating expenses per square foot of rentable
                        area of the Premises f. any calendar year during the
                        Term.

        5.2     Estimated Payments. During each calendar year or partial
                calendar year in the Term, in addition to monthly rent, Tenant
                will pa: Landlord on the first day of each month an amount equal
                to 1/12 of the product of Tenant's share multiplied by the
                "estimated operating expenses" (defined below) for such calendar
                year. "Estimated operating expenses" for any calendar year means
                Landlor reasonable estimate of operating expenses for such
                calendar year, less the product of the operating expenses base,
                multiplied by the rentable



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                area of the Building and will be subject to revision according
                to the further provisions of this Section 5.2 and Section 53.
                During any partial calendar year during the Term, estimated
                operating expenses will be estimated on a full year basis.
                During each December during the Term, or as soon after each
                December as practicable, Landlord will give Tenant written
                notice of estimated operating expenses for the ensuing calendar
                year. On or before the first day of each month during the
                ensuing calendar year (or e~ month of the term, if a partial
                calendar year), Tenant will pay to Landlord 1/12 of the product
                of Tenant's share multiplied by the estimated operating expenses
                for such calendar year', however, if such written notice is not
                given in December, Tenant will continue make monthly payments on
                the basis of the prior year's estimated operating expenses until
                the month after such written notice is g at which time Tenant
                will commence making monthly payments based upon the revised
                estimated operating expenses. In the more Tenant first makes a
                payment based upon the revised estimated operating expenses,
                Tenant will pay to Landlord for each month `~ has elapsed since
                December the difference between the amount payable based upon
                the revised estimated operating expenses and amount payable
                based upon the prior year's estimated operating expenses. If at
                any time or times it reasonably appears to Landlord: that the
                actual operating expenses for any calendar year will vary from
                the estimated operating expenses for such calendar year,
                Landlord may. by written notice to Tenant, revise the estimated
                operating expenses for such calendar year, and subsequent
                payment by Tenant in such calendar year will be based upon such
                revised estimated operating expenses.

        5.3     Annual Settlement. As soon as practicable after the end of each
                calendar year, Landlord will deliver to Tenant a statement of
                amounts payable under Section 5.1 for such calendar year
                prepared and certified by Landlord. Such certified statement
                will be final and binding upon Landlord and Tenant unless Tenant
                objects to it in writing to Landlord within 30 days after it is
                given to Tenant. such statement shows an amount owing by Tenant
                that is less than the estimated payments previously made by
                Tenant for such calendar year, the excess will be held by
                Landlord and credited against the next payment of rent; however,
                if the Term has ended a Tenant was not in default at its end,
                Landlord will refund the excess to Tenant. If such statement
                shows an amount owing by Tenant that is more than the estimated
                payments previously made by Tenant for such calendar year,
                Tenant will pay the deficiency to Landlord within 30 days after
                the delivery of such statement. Tenant may review Landlord's
                records of the operating expenses, at Tenant's sole cost and
                expense, at the place Landlord normally



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                maintains such records during Landlord's normal business hours
                up reasonable advance written notice.

        5.4     Final Proration. If this Lease ends on a day other than the last
                day of a calendar year, the amount of increase (if any) in the
                opera expenses payable by Tenant applicable to the calendar year
                in which this Lease ends will be calculated on the basis of the
                number days of the term falling within such calendar year, and
                Tenant's obligation to pay any increase or Landlord's obligation
                to refund a overage will survive the expiration or other
                termination of this Lease.

        5.5     Additional Rent. Amounts payable by Tenant according to this
                Article 5 will be payable as rent, without deduction or offset.
                If Tenant fails to pay any amounts due according to this Article
                5, Landlord will have all the rights and remedies available to
                it on account of Tenant's failure to pay rent.

        5.6     Tenant Audit. Tenant may have performed an audit of the amount
                or the calculation of the escalation rent, provided that (a) Ten
                shall have no right to have such an audit performed for any
                Additional Rent unless Tenant provides notice of Tenant's
                intention t so within 30 days of the date that Tenant receives
                the Adjustments Statement related to such Additional Rent, (b)
                any such audit 5 be at Tenant's sole cost and expense, (c) the
                audit shall be performed by a recognized independent accounting
                firm that is not been compensated on a contingency fee basis,
                and (d) the audit shall not unreasonably interfere with the
                business of Landlord or its agent.

6.      INSURANCE

        6.1     Landlord's Insurance. At all times during the Term, Landlord
                will carry and maintain:

                (a)     Fire and extended coverage insurance covering the
                        Building. its equipment, common area furnishings, and
                        leasehold improvements in the Premises to the extent of
                        the Tenant finish allowance (as that term is defined in
                        the Workletter);

                (b)     Bodily injury and property damage insurance;

                (c)     A commercial general liability insurance policy
                        providing coverage for bodily injury liability, property
                        damage liability personal injury liability with in such
                        amounts and with such endorsements as Landlord may
                        reasonably determine from to time; and



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                (d)     Suchother insurance as Landlord reasonably determines
                        from time to time, which may include, without
                        limitation, earthquake, flood and plate glass insurance.

                The insurance coverages and amounts will be reasonably
                determined by Landlord, based on coverages carried by prudent
                owner comparable buildings in the vicinity of the Building.

        6.2     Tenant's Insurance. At all times during the Term, Tenant will
                carry and maintain, at Tenant's expense, the following insurance
                the amounts specified below or such other amounts as Landlord
                may from time to time reasonably request, with insurance comp
                and on forms satisfactory to Landlord, and naming as additional
                insureds, Landlord, Morris Piha Management Group, Inc. And
                Landlord's lender:

                (a)     A commercial general liability insurance policy
                        providing coverage for bodily injury liability, property
                        damage liability personal injury liability with minimum
                        limits of not less than $1,000,000 Combined Single Limit
                        per accident and $2,000,000 General Aggregate. Such
                        insurance policies shall include Blanket Contractual
                        Liability and Owners and Contractors Protective
                        endorsements. Landlord may increase or decrease the
                        required limit as it deems necessary base periodic
                        insurance reviews. The insurance required by this
                        Section shall be on an occurrence basis, and
                        underwritten acceptable insurer licensed to do business
                        in the State of Washington. If Tenant is unable to
                        obtain this insurance on an occurrence basis, it may be
                        on a claims-made basis provided that, in addition,
                        Tenant, at Tenant's expense, obtains an owner's
                        protective policy, issued in the name of Landlord only,
                        which is on an occurrence basis for the limits required
                        by this Section 9.2.2(a). This insurance shall be
                        written as a primary policy not contributing with and
                        not in excess of coverage which Landlord may carry;

                (b)     A special form policy of property insurance (or the
                        equivalent) covering all Tenant's personal property,
                        including but not limited to Tenants furniture,
                        fixtures, leasehold improvements, equipment and
                        inventory, in the amount of its full replacement costs.
                        Such property insurance coverage shall be a minimum
                        insure against loss resulting from fire, lightning and
                        extended or broad form perils. Landlord shall be named
                        as Loss Payee as its interest may appear in tenant
                        improvement and betterments; and



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                (c)     Business interruption insurance in an amount sufficient
                        to protect Tenant against any additional costs and lost
                        income associated with a move to temporary space due to
                        a business interruption.

        6.3     Forms of Policies. Certificates of insurance, together with
                copies of the endorsements, when applicable, naming Landlord and
                others specified by Landlord as additional insureds, will be
                delivered to Landlord prior to Tenant's occupancy of the
                Premises and from time to time at least ten days prior to the
                expiration of the term of each such policy. All commercial
                general liability or comparable policies maintained by Tenant
                will name Landlord and such other persons or firms as Landlord
                specifies from time to 1 as additional insureds, entitling them
                to recover under such policies for any loss sustained by them,
                their agents, and employees as result of the negligent acts or
                omissions of Tenant. All such policies maintained by Tenant will
                provide that they may not be terminated nor may coverage be
                reduced except after 30 days' prior written notice to Landlord.
                All commercial general liability as property policies maintained
                by Tenant will be written as primary policies, not contributing
                with and not supplemental to the covenant that Landlord may
                carry.

        6.4     Waiver of Subrogation. Landlord and Tenant each waive any and
                all rights to recover against the other or against any other
                tenant occupant of the Building, or against the officers,
                directors, shareholders, partners, joint venturers, employees,
                agents, customers, invitees, or business visitors of such other
                party or of such other tenant or occupant of the Building, for
                any loss or damage to such waiving party arising from any cause
                covered by any property insurance required to be carried by such
                party pursuant to this Article or any other property insurance
                actually carried by such party to the extent of the limits of
                such policy. Landlord and Tenant from time to time will cause
                their respective insurers to issue appropriate waiver of
                subrogation rights endorsements to all property insurance
                policies carried in connection with the Building or the Premises
                or the contents of the Building or the Premises. Tenant agrees
                to cause all other occupants of the Premises claiming by, under,
                or through Tenant to execute and deliver to Landlord such waiver
                of claims and to obtain such waiver of subrogation rights
                endorsements.

        6.5     Adequacy of Coverage. Landlord, its agents, and employees make
                no representation that the limits of liability specified to be
                ca] by Tenant pursuant to this Article 6 are adequate to protect
                Tenant. If Tenant believes that any of such insurance coverage
                is inadequate, Tenant will obtain such additional insurance
                coverage as Tenant deems adequate, at Tenant's sole expense.



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7.      USE. The Premises will be used only for the purposes set forth in
        Article 1.1 and purposes incidental to that use, and for no other
        purpose. Tenant will use the Premises in a careful, safe, and proper
        manner. Tenant will not use or permit the Premises to be used or
        occupied for as purpose or in any manner prohibited by any applicable
        laws, and shall refrain from using or permitting the use of the Premises
        or any portion thereof as living quarters, sleeping quarters or for
        lodging purposes. Tenant will not commit waste or suffer or permit waste
        to be committed on, or about the Premises. Tenant will conduct its
        business and control its employees, agents, and invitees in such a
        manner as not to create nuisance or interfere with, annoy, or disturb
        any other Tenant or occupant of the Building or Landlord in its
        operation of the Building.

8.      REQUIREMENTS OF LAW

        8.1     General. At its sole cost and expense, Tenant will promptly
                comply with all laws, statutes, ordinances, and governmental
                rules, regulations, or requirements now in force or in force
                after the date of the Lease, with the requirements of any board
                of fire under or other similar body constituted now or after the
                date, with any direction or occupancy certificate issued
                pursuant to any law by public officer or officers, as well as
                with the provisions of all recorded documents affecting the
                Premises, insofar as they relate to condition, use, or occupancy
                of the Premises, excluding requirements of structural changes to
                the Premises or the Building, unless required by the unique
                nature of Tenant's use or occupancy of the Premises.

        8.2     Hazardous Materials

                (a)     For purposes of this Lease, "hazardous materials" means
                        any explosives, radioactive materials, hazardous wastes,
                        or hazardous substances, including without limitation
                        substances defined as "hazardous substances" in the
                        Comprehensive Environmental Response, Compensation and
                        Liability Act of 1980, as amended, 42 U.S.C. #~
                        96019657; the Hazardous Materials Transportation Act of
                        1975, 49 U.S.C. ## 18011812; the Resource Conservation
                        and Recovery Act of 1976, 42 U.S.C. ## 69016987; or any
                        other federal, state, or local statute, law, ordinance,
                        code, rule, regulation, order, or decree regulating,
                        relating to, or imposing liability or standards of
                        conduct concerning hazardous materials, waste, or
                        substances now or at any time hereafter in effect
                        (collectively, "hazardous materials laws").



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                (b)     Tenant will not cause or permit the storage, use,
                        generation, or disposition of any hazardous materials
                        in, on, or about the Premises or the Building by Tenant,
                        its agents, employees, or contractors. Tenant will not
                        permit the Premises to be used operated in a manner that
                        may cause the Premises or the Building to be
                        contaminated by any hazardous materials in violation of
                        any hazardous materials laws. Tenant will immediately
                        advise Landlord in writing of(l) any and all
                        enforcement, cleanup, remedial, removal, or other
                        governmental or regulatory actions instituted,
                        completed, or threatened pursuant to a hazardous
                        materials laws relating to any hazardous materials
                        affecting the Premises; and (2) all claims made or
                        threatened any third party against Tenant, Landlord, or
                        the Premises relating to damage, contribution, cost
                        recovery, compensation, 1 or injury resulting from any
                        hazardous materials on or about the Premises. Without
                        Landlord's prior written consent, Ten will not take any
                        remedial action or enter into any agreements or
                        settlements in response to the presence of any hazardous
                        materials in, on, or about the Premises.

                (c)     Tenant will be solely responsible for and will defend,
                        indemnify and hold Landlord, its agents, and employees
                        harmless f and against all claims, costs, and
                        liabilities, including attorneys' fees and costs,
                        arising out of or in connection with Tenant breach of
                        its obligations in this Article 8. Tenant will be solely
                        responsible for and will defend, indemnify, and hold
                        Landlord, its agents, and employees harmless from and
                        against any and all claims, costs, and liabilities,
                        including attorney's fees and costs, arising out of or
                        in connection with the removal, cleanup, and restoration
                        work and materials necessary to return the Premises and
                        any other property of whatever nature located in or
                        around the Building to their condition existing prior to
                        the appearance of Tenant's hazardous materials on the
                        Premises. Tenant's obligations under this Article 8 will
                        survive the expiration or other termination of this
                        Lease.

        8.3     Certain Insurance Risks. Tenant will not do or permit to be done
                any act or thing upon the Premises or the Building which would
                (a) jeopardize or be in conflict with fire insurance policies
                covering the Building and fixtures and property in the Building;
                (b) mean the rate of fire insurance applicable to the Building
                to an amount higher than it otherwise would be for Tenant's
                authorized use of 1 Building; or (c) subject Landlord to any
                liability or responsibility for injury to any person or persons
                or to property by reason of a business or operation being
                carried on upon the Premises.



                                      -13-
<PAGE>   14

9.      ASSIGNMENT AND SUBLETTING

        9.1     General. Tenant, for itself, its heirs, distributees, executors,
                administrators, legal representatives, successors, and assigns,
                covenant that it will not assign, mortgage, or encumber this
                Lease, nor sublease, nor permit the Premises or any part of the
                Premises to be u or occupied by others, without the prior
                written consent of Landlord in each instance, which consent
                shall not be unreasonably withheld. Any assignment or sublease
                in violation of this Article 9 will be void. If this Lease is
                assigned, or if the Premises or any part of the Premises are
                subleased or occupied by anyone other than Tenant, Landlord
                after default by Tenant, collect rent from the assignee,
                subtenant, or occupant, and apply the net amount collected to
                rent. No assignment, sublease, occupancy, or collection will be
                deemed (a) a waiver of the provisions of this Section 9.1; (b)
                the acceptance the assignee, subtenant, or occupant as Tenant;
                or (c) a release of Tenant from the further performance by
                Tenant of covenants on part of Tenant contained in this Lease.
                The consent by Landlord to an assignment or sublease will not be
                construed to relieve Tenant from obtaining Landlord's prior
                written consent in writing to any further assignment or
                sublease. No permitted subtenant may as: or encumber its
                sublease or further sublease all or any portion of its subleased
                space, or otherwise permit the subleased space or a part of its
                subleased space to be used or occupied by others, without
                Landlord's prior written consent in each instance, which con
                shall not be unreasonably withheld.

        9.2     Submission of Information. If Tenant requests Landlord's consent
                to a specific assignment or subletting, Tenant will submit in
                writing to Landlord (a) the name and address of the proposed
                assignee or subtenant; (b) the business terms of the proposed
                assignment or sublease; (c) reasonably satisfactory information
                as to the nature and character of the business of the proposed
                assignee or sub and as to the nature of its proposed use of the
                space; (d) banking, financial, or other credit information
                reasonably sufficient to ex Landlord to determine the financial
                responsibility and character of the proposed assignee or
                subtenant; and (e) the proposed form assignment or sublease for
                Landlord's approval.

        9.3     Payments to Landlord. If Landlord consents to a proposed
                assignment or sublease, then Landlord will have the right to
                require Tenant to pay to Landlord a sum equal to (a) any rent
                or. other consideration paid to Tenant by any proposed
                transferee that (after deducting the costs of Tenant, if any, in
                effecting the assignment or sublease, including reasonable
                alteration costs, commissions legal fees) is in excess of the
                rent allocable to the transferred space then being paid by
                Tenant to Landlord pursuant to this



                                      -14-
<PAGE>   15

                Lease (b) any other profit or gain (after deducting any
                necessary expenses incurred) realized by Tenant from any such
                sublease or assignment; (c) Landlord's reasonable attorneys'
                fees and costs incurred in connection with negotiation, review,
                and processing of the transfer. All such sums payable will be
                payable to Landlord at the time the next payment of monthly rent
                is due.

        9.4     Prohibited Transfers. The transfer of a majority of the issued
                and outstanding capital stock of any corporate Tenant or
                subtenant this Lease, or a majority of the total interest in any
                partnership, limited liability company or other form of entity
                that is a Tenant or subtenant, however accomplished, and whether
                in a single transaction or in a series of related or unrelated
                transactions, will be deer an assignment of this Lease or of
                such sublease requiring Landlord's consent in each instance. For
                purposes of this Article 9, the transfer of outstanding capital
                stock of any corporate Tenant will not include any sale of such
                stock by persons other than those deemed "insiders" within the
                meaning of the Securities Exchange Act of 1934, as amended,
                effected through the "over-the-counter market" or through any
                recognized stock exchange.

        9.5     Permitted Transfer. Landlord consents to an assignment of this
                Lease or sublease of all or part of the Premises to a
                wholly-owned subsidiary of Tenant or the parent of Tenant or to
                any corporation into or with which Tenant may be merged or
                consolidated; provided that Tenant promptly provides Landlord
                with a fully executed copy of such assignment or sublease and
                that Tenant is not released from liability under the lease.

10.     RULES AND REGULATIONS. Tenant and its employees, agents, licensees, and
        invitees will at all times observe faithfully, and comply strictly with,
        the rules and regulations set forth in Exhibit D. Landlord may from time
        to time reasonably amend, delete, or modify existing and regulations, or
        adopt reasonable new rules and regulations for the use, safety,
        cleanliness, and care of the Premises and the Building, and comfort,
        quiet, and convenience of occupants of the Building. Modifications or
        additions to the rules and regulations will be effective upon days'
        prior written notice to Tenant from Landlord. In the event of any breach
        of any rules or regulations or any amendments or additions to such rules
        and regulations, Landlord will have all remedies that this Lease
        provides for default by Tenant, and will in addition have any remedies
        available at law or in equity, including the right to enjoin any breach
        of such rules and regulations. Landlord will not be liable to Tenant for
        violation of such rules and regulations by any other Tenant, its
        employees, agents, visitors, or licensees or any other person. In the
        event of. conflict between the provisions of this Lease and the rules
        and regulations, the provisions of this Lease will govern.



                                      -15-
<PAGE>   16

11.     COMMON AREAS. As used in this Lease, the term "common areas" means,
        without limitation, the hallways, entryways, stairs, elevators,
        driveways, walkways, terraces, docks, loading areas, restrooms, trash
        facilities, and all other areas and facilities in the Building that are
        provided and designated from time to time by Landlord for the general
        nonexclusive use and convenience of Tenant with Landlord and other
        Tenants the Building and their respective employees, invitees,
        licensees, or other visitors. Landlord grants Tenant, its employees,
        invitees, licensees. other visitors a nonexclusive license for the term
        to use the common areas in common with others entitled to use the common
        areas, subject the terms and conditions of this Lease. Without advance
        written notice to Tenant, except with respect to matters covered by
        subsection (a) below, and without any liability to Tenant in any
        respect, provided Landlord will take no action permitted under this
        Article 11 in such a m~ as to materially impair or adversely affect
        Tenant's substantial benefit and enjoyment of the Premises, Landlord
        will have the right to:

        (a)     Close off any of the common areas to whatever extent required in
                the opinion of Landlord and its counsel to prevent a dedication
                of any of the common areas or the accrual of any rights by any
                person or the public to the common areas;

        (b)     Temporarily close any of the common areas for maintenance,
                alteration, or improvement purposes; and

        (c)     Change the size, use, shape, or nature of any such common areas,
                including erecting additional buildings on the common areas,
                expanding the existing Building or other buildings to cover a
                portion of the common areas, converting common a to a portion of
                the Building or other buildings, or converting any portion of
                the Building (excluding the Premises) or other buildings to
                common areas. Upon erection of any additional buildings or
                change in common areas, the portion of the land upon which
                buildings or structures have been erected will no longer be
                deemed to be a part of the common areas. In the event of any
                such changes in the size or use of the Building or common areas
                of the Building, Landlord will make an appropriate adjustment in
                the rentable area of the Building or the Building's pro rata
                share of exterior common areas of Building, as appropriate, and
                a corresponding adjustment to Tenant's share of the operating
                expenses payable pursuant 1 Article 5 of this Lease.



                                      -16-
<PAGE>   17

12.     LANDLORD'S SERVICES

        12.1    Landlord's Repair and Maintenance. Landlord will maintain,
                repair and restore the common areas of the Building, including
                lobbies, stairs, elevators, corridors, and restrooms, the
                windows in the Building, the mechanical, plumbing and electrical
                equipment serving the Building, and the structure of the
                Building in reasonably good order and condition.

        12.2    Landlord's Other Services

                (a)     Landlord will furnish the Premises with those services
                        customarily provided in comparable office buildings in
                        the vicinity the Building, including without limitation
                        (1) electricity for lighting and the operation of low
                        wattage office machines (such as desktop microcomputers,
                        desktop calculators, and typewriters) during business
                        hours (as that term is defined below), although Landlord
                        will not be obligated to furnish more power to the
                        Premises than is proportionally allocated to the
                        Premises under the Building design; (2) heat/air
                        conditioning reasonably required for the comfortable
                        occupation of the Premises during business hours; (3)
                        access and elevator service; (4) lighting replacement
                        during business hours (for building standard lights, but
                        not for any special Tenant lights, which will be
                        replaced at Tenants sole cost and expense); (5) restroom
                        supplies; (6) window washing with reasonable frequency,
                        as determined by Landlord; and (7) daily cleaning
                        service on weekdays. Landlord may provide, but will not
                        be obligated to provide, any such services (except
                        access and elevator service) on holidays or weekends.

                (b)     Tenant will have the right to purchase for use during
                        business hours and nonbusiness hours the services
                        described in clauses (a)(l) and (2) in excess of the
                        amounts Landlord has agreed to furnish so long as (1)
                        Tenant gives Landlord reasonable ~ written notice of its
                        desire to do so; (2) the excess services are reasonably
                        available to Landlord and to the Premises; and (3)
                        Tenant pays as additional rent (at the time the next
                        payment of monthly rent is due) the cost of such excess
                        service ft time to time charged by Landlord; subject to
                        the procedures established by Landlord from time to time
                        for providing such additional or excess services.

        12.3    Tenant's Costs. If Landlord reasonably believes that Tenant is
                using more power than Landlord furnishes pursuant to Section 12
                Landlord may install separate meters of Tenant's power usage,
                and Tenant will pay for the cost



                                      -17-
<PAGE>   18

                of such excess power as additional together with the cost of
                installing any risers, meters, or other facilities that may be
                necessary to furnish or measure such excess p to the Premises.

        12.4    Limitation on Liability. Landlord will not be in default under
                this Lease or be liable to Tenant or any other person for direct
                or consequential damage, or otherwise, for any failure to supply
                any heat, air conditioning, elevator, cleaning, lighting,
                security; for surges or interruptions of electricity; or for
                other services Landlord has agreed to supply during any period
                when Landlord uses reasonable diligence to supply such services.
                Landlord will use reasonable efforts to diligently remedy any
                interruption in the furnishing of such services. Landlord
                reserves the right temporarily to discontinue such services at
                such times as may be necessary reason of accident; repairs,
                alterations OR improvements; strikes; lockouts; riots; acts of
                God; governmental preemption in connection with a national or
                local emergency; any rule, order, or regulation of any
                governmental agency; conditions of supply and demand make any
                product unavailable; Landlord's compliance with any mandatory
                governmental energy conservation or environmental protection
                program, or any voluntary governmental energy conservation
                program at the request of or with consent or acquiescent Tenant;
                or any other happening beyond the control of Landlord. Landlord
                will not be liable to Tenant or any other person or tenant
                direct or consequential damages resulting from the admission to
                or exclusion from the Building of any person. In the event of
                invasion, mob, riot, public excitement, strikes, lockouts, or
                other circumstances rendering such action advisable in
                Landlord's so] opinion, Landlord will have the right to prevent
                access to the Building during the continuance of the same by
                such means as Landlor in its sole discretion, may deem
                appropriate, including without limitation locking doors and
                closing parking areas and other com areas. Landlord will not be
                liable for damages to person or property or for injury to, or
                interruption of, business for any discontinuance permitted under
                this Article 12, nor will such discontinuance in any way be
                construed as an eviction of Tenant to an abatement of rent or
                operate to release Tenant from any of Tenant's obligations under
                this Lease.

13.     TENANT'S CARE OF THE PREMISES. Tenant will maintain the Premises
        (including, without limitation, Tenant's equipment, person property, and
        trade fixtures located in the Premises, as well as all interior doors
        and walls, plumbing and plumbing fixtures located in the Premises or for
        a specific benefit of the Premises, as opposed to the Building as a
        whole) in their condition at the time they delivered to Tenant,
        reasonable wear and tear excluded. Tenant will immediately advise
        Landlord of any damage to the Premises or the Building. All damage or



                                      -18-
<PAGE>   19

        injury to the Premises, the Building, or the fixtures, appurtenances,
        and equipment in the Premises or the Building is caused by Tenant, its
        agents, employees, or invitees may be repaired, restored, or replaced by
        Landlord, at the expense of Tenant. Such expense (plus 15 percent of
        such expense for Landlord's overhead) will be collectible as additional
        rent and will be paid by Tenant within days after delivery of a
        statement for such expense.

14.     ALTERATIONS

        14.1    General

                (a)     During the Term, Tenant will not make or allow to be
                        made any alterations, additions, or improvements to or
                        of the P or any part of the Premises, or attach any
                        fixtures or equipment to the Premises, without first
                        obtaining Landlord's written consent. All such
                        alterations, additions, and improvements consented to by
                        Landlord, and capital improvements that are required to
                        be made to the Building as a result of the nature of
                        Tenant's use of the Premises:

                        (1)     Will be performed by contractors approved by
                                Landlord and subject to conditions specified by
                                Landlord (which may including requiring the
                                posting of a mechanic's or materialmen's lien
                                bond);

                        (2)     At Landlord's option, will be made by Landlord
                                for Tenant's account, and Tenant will reimburse
                                Landlord for their cost (including 15 percent
                                for Landlord's overhead) within ten days after
                                receipt of a statement of such cost; and

                        (3)     All such alterations, additions or improvements
                                shall be made in a good and workmanlike manner
                                and shall comply with a applicable laws, codes,
                                ordinances, rules and regulations.

                (b)     Subject to Tenant's rights in Article 16, all
                        alterations, additions, fixtures, and improvements,
                        whether temporary or permanent in character, made in or
                        upon the Premises either by Tenant or Landlord, will
                        immediately become Landlord's property and at the end of
                        the term will remain on the Premises without
                        compensation to Tenant. unless Landlord demand their
                        removal. Upon expiration or sooner termination of the
                        lease term, Tenant shall, at Tenant's cost and expense,
                        with al due diligence, remove any alterations, additions
                        or improvements made by Tenant and designated by
                        Landlord to be



                                      -19-
<PAGE>   20

                        removed; provided, however, that Landlord gives Tenant
                        not less than 15 days advance written notice.

        14.2    Freestanding Partitions. Tenant will have the right to install
                freestanding work station partitions, without Landlord's prior
                written consent, so long as no building or other governmental
                permit is required for their installation or relocation;
                however, if a permit is required, Landlord will not unreasonably
                withhold its consent to such relocation or installation. The
                freestanding work station partitions for which Tenant pays will
                be part of Tenant's trade fixtures for all purposes under this
                Lease. All other partitions installing in the Premises are and
                will be Landlord's property for all purposes under this Lease.

        14.3    Removal. If Landlord has required Tenant to remove any or all
                alterations, additions, fixtures, and improvements that are made
                in upon the Premises pursuant to this Article 14 prior to the
                Expiration Date, Tenant will remove such alterations, additions,
                fixtures, improvements at Tenant's sole cost and will restore
                the Premises to the condition in which they were before such
                alterations, additional fixtures, improvements, and additions
                were made, reasonable wear and tear excepted.

15.     MECHANICS' LIENS. Tenant will pay or cause to be paid all costs and
        charges for work (a) done by Tenant or caused to be done by Tenant, in
        or to the Premises, and (b) for all materials furnished for or in
        connection with such work. Tenant will indemnify Landlord against and h
        Landlord, the Premises, and the Building free, clear, and harmless of
        and from all mechanics' liens and claims of liens, and all other
        liabilities liens, claims, and demands on account of such work by or on
        behalf of Tenant, other than work performed by Landlord pursuant to the
        Workletter. If any such lien, at any time, is filed against the Premises
        or any part of the Building or land, Tenant will cause such lien to be
        discharged of record within ten days after the filing of such lien,
        except that if Tenant desires to contest such lien, it will furnish
        Landlord, within such ten day period, security reasonably satisfactory
        to Landlord of at least 150% of the amount of the claim, plus estimated
        costs an interest, or comply with such statutory procedures as may be
        available to release the lien. If a final judgment establishing the
        validity or existence of a lien for any amount is entered, Tenant will
        pay and satisfy the same at once, If Tenant fails to pay any charge for
        which a mechanics' lien has been filed, and has not given Landlord
        security as described above, or has not complied with such statutory
        procedures may be available to release the lien, Landlord may, at its
        option, pay such charge and related costs and interest, and the amount
        so paid, together with reasonable attorneys' fees incurred in connection
        with such lien, will be immediately due from Tenant to Landlord as
        additional rent. Nothing contained in this Lease will be deemed the
        consent or agreement of Landlord to



                                      -20-
<PAGE>   21

        subject Landlord's interest in the Building or land I liability under
        any mechanics' or other lien law. If Tenant receives written notice that
        a lien has been or is about to be filed against the Premises, Building
        or land, or that any action affecting title to the Building or land has
        been commenced on account of work done by or for or material furnished
        to or for Tenant, it will immediately give Landlord written notice of
        such notice. At least I S days prior to the commencement of work
        (including but not limited to any maintenance, repairs, alterations,
        additions, improvements, or installations) in or to the Premises, by
        Tenant, Tenant will give Landlord written notice of the proposed work
        and the names and addresses of the persons supplying labor and mat for
        the proposed work. Landlord will have the right to post notices of
        nonresponsibility or similar written notices on the Premises in order
        protect the Premises against any such liens.

16.     END OF TERM. At the end of this Lease, Tenant will promptly quit and
        surrender the Premises broom clean, in good order and repair, ordinary
        wear and tear excepted. If Tenant is not then in default, Tenant may
        remove from the Premises any trade fixtures. equipment, and movable
        furniture placed in the Premises by Tenant, whether or not such trade
        fixtures or equipment are fastened to the Building; Tenant not remove
        any trade fixtures or equipment without Landlord's prior written consent
        if such fixtures or equipment are used in the operation the Building, or
        if the removal of such fixtures or equipment will result in impairing
        the structural strength of the Building. Whether or not Tenant is in
        default, Tenant will remove such alterations, additions, improvements,
        trade fixtures, equipment, and furniture as Landlord have requested in
        accordance with Article 14. Tenant will fully repair any damage
        occasioned by the removal of any trade fixtures, equipment, furniture.
        alterations, additions, and improvements. All trade fixtures, equipment,
        furniture, inventory, effects, alterations, additions, and improvements
        on the Premises after the end of the term will be deemed conclusively to
        have been abandoned and may be appropriated, sold, stored, destroyed, or
        otherwise disposed of by Landlord without written notice to Tenant or
        any other person and without obligation to account for them. Tenant will
        pay Landlord for all expenses incurred in connection with the removal of
        such property, including but not limited to the cost of repairing any
        damage to the Building or premises caused by the removal of such
        property. Tenant's obligation to observe and perform this covenant will
        survive the expiration or other termination of this Lease,

17.     EMINENT DOMAIN. If all of the Premises are taken by exercise of the
        power of eminent domain (or conveyed by Landlord in lieu of such
        exercise) this Lease will terminate on a date (the "termination date")
        which is the earlier of the date upon which the condemning authority
        takes possession of the Premises or the date on which title to the
        Premises is vested in the condemning authority. If more than 25 percent
        of the rentable area of the Premises is so taken, Tenant will have the
        right



                                      -21-
<PAGE>   22

        to cancel this Lease by written notice to Landlord given within 20 days
        after the termination date. If less than 25 percent of the rentable area
        of the Premises is so taken, or if the Tenant does not cancel this Lease
        according to the preceding sentence, the monthly rent will be abated in
        the proportion of the rentable area of the Premises so taken to the
        rentable area of the Premises immediately before such taking, and
        Tenant's share will be appropriately recalculated. If 25 percent or more
        of the Building or to land is so taken, Landlord may cancel this Lease
        by written notice to Tenant given within 30 days after the termination
        date. In the event of ax such taking, the entire award will be paid to
        Landlord and Tenant will have no right or claim to any part of such
        award; however, Tenant will have the right to assert a claim against the
        condemning authority in a separate action, so long as Landlord's award
        is not otherwise reduced, for Tenant's moving expenses and leasehold
        improvements owned by Tenant.

18.     DAMAGE AND DESTRUCTION

        (a)     If the Premises or the Building are damaged by fire or other
                insured casualty, Landlord will give Tenant written notice of
                time which will be needed to repair such damage, as determined
                by Landlord in its reasonable discretion, and the election any)
                which Landlord has made according to this Article 18. Such
                notice will be given before the 30th day (the "notice cia after
                the fire or other insured casualty.

        (b)     If the Premises or the Building are damaged by fire or other
                insured casualty to an extent which may be repaired within 1
                days after the notice date, as reasonably determined by
                Landlord, Landlord will promptly begin to repair the damage
                after the notice date and will diligently pursue the completion
                of such repair. In that event this Lease will continue in full
                force and effect except that monthly rent will be abated on a
                pro rata basis from the date of the damage until the date of the
                completion of such repairs (the "repair period") based on the
                proportion of the rentable area of the Premises Tenant is urn to
                use during the repair period.

        (c)     If the Premises or the Building are damaged by fire or other
                insured casualty to an extent that may not be repaired within
                days after the notice date, as reasonably determined by
                Landlord, then (1) Landlord may cancel this Lease as of the date
                such damage by written notice given to Tenant on or before the
                notice date or (2) Tenant may cancel this Lease as of the of
                such damage by written notice given to Landlord within ten days
                after Landlord's delivery of a written notice that the repairs
                cannot be made within such 120 day period. If neither Landlord
                nor Tenant so elects to cancel this Lease,



                                      -22-
<PAGE>   23

                Landlord will diligently proceed to repair the Building and
                Premises and monthly rent will be abated on a pro rata basis
                during the repair period based on the proportion of the rentable
                area of the Premises Tenant is unable to use during the repair
                period

        (d)     Notwithstanding the provisions of subparagraphs (a), (b), and
                (c) above, if the Premises or the Building are damaged by
                uninsured casualty, or if the proceeds of insurance are
                insufficient to pay for the repair of any damage to the Premises
                or Building, Landlord will have the option to repair such damage
                or cancel this Lease as of the date of such casualty by written
                notice to Tenant on or before the notice date.

        (e)     If any such damage by fire or other casualty is the result of
                the willful conduct or negligence or failure to act of Tenant,
                agents, contractors, employees, or invitees, there will be no
                abatement of monthly rent as otherwise provided for in this
                Article 18. Tenant will have no rights to terminate this Lease
                on account of any damage to the Premises, the Building, land,
                except as set forth in this Lease.

19.     SUBORDINATION

        19.1    General. This Lease and Tenant's rights under this Lease are
                subject and subordinate to any ground or underlying lease,
                mortgage indenture, deed of trust, or other lien encumbrance
                (each a "superior lien"), together with any renewals,
                extensions, modifications consolidations, and replacements of
                such superior lien, now or after the date affecting or placed,
                charged. or enforced against the or all or any portion of the
                Building or any interest of Landlord in them or Landlord's
                interest in this Lease and the leasehold estate created by this
                Lease (except to the extent any such instrument expressly
                provides that this Lease is superior to such instrument).
                provision will be self-operative and no further instrument of
                subordination will be required in order to effect it.
                notwithstanding foregoing, Tenant will execute, acknowledge, and
                deliver to Landlord, within five days after written demand by
                Landlord, such documents as may be reasonably requested by
                Landlord or the holder of any superior lien to confirm or effect
                any such subordination.

        19.2    Attornment and Nondisturbance. Tenant agrees that in the event
                that any holder of a superior lien succeeds to Landlord's
                interest the Premises, Tenant will pay to such holder all rents
                subsequently payable under this Lease. Further, Tenant agrees
                that in the eve of the enforcement by the holder of a superior
                lien of the remedies provided for by law or by such



                                      -23-
<PAGE>   24

                superior lien, Tenant will, upon request of any person or party
                succeeding to the interest of Landlord as a result of such
                enforcement, automatically become the Tenant of and attorney to
                such successor in interest without change in the terms or
                provisions of this Lease. Such successor in interest will n be
                bound by:

                (a)     Any payment of rent for more than one month in advance,
                        except prepayments in the nature of security for the
                        performance by Tenant of its obligations under this
                        Lease;

                (b)     Any amendment or modification of this Lease made without
                        the written consent of such successor in interest (if
                        such consent was required under the terms of such
                        superior lien);

                (c)     Any claim against Landlord arising prior to the date on
                        which such successor in interest succeeded to Landlord's
                        interest

                (d)     Any claim or offset of rent against the Landlord.

        Upon request by such successor in interest and without cost to Landlord
        or such successor in interest, Tenant will, within 20 days after written
        demand, execute, acknowledge, and deliver an instrument or instruments
        confirming the attornment, so long as such instrument provides the such
        successor in interest will not disturb Tenant in its use of the Premises
        in accordance with this Lease.

20.     ENTRY BY LANDLORD. Landlord, its agents, employees, and contractors may
        enter the Premises at any time in response to an emergency and at
        reasonable hours to:

                (a)     Inspect the Premises;

                (b)     Show the Premises to prospective purchasers, lenders, or
                        Tenants;

                (c)     Determine whether Tenant is complying with all its
                        obligations in this Lease;

                (d)     Supply cleaning service and any other service to be
                        provided by Landlord to Tenant according to this Lease;

                (e)     Post written notices of nonresponsibility or similar
                        notices; or

                (f)     Make repairs required of Landlord under the terms of
                        this Lease or make repairs to any adjoining space or
                        utility service make repairs, alterations, or
                        improvements to any other portion of the Building;



                                      -24-
<PAGE>   25

                        however, all such work will be done as promptly as
                        reasonably possible and so as to cause as little
                        interference to Tenant as reasonably possible.

        Tenant, by this Article 20. waives any claim against Landlord, its
        agents, employees, or contractors for damages for any injury or
        inconvenience to or interference with Tenant's business, any loss of
        occupancy or quiet enjoyment of the Premises, or any other loss
        occasioned by any en accordance with this Article 20. Landlord will ax
        all times have and retain a key with which to unlock all of the doors
        in, on, or about the Premises (excluding Tenant's vaults, safes, and
        similar areas designated in writing by Tenant in advance). Landlord will
        have the right to u any and all means Landlord may deem proper to open
        doors in and to the Premises in an emergency in order to obtain entry to
        the Premises provided that Landlord will promptly repair any damages
        caused by any forced entry. Any entry to the Premises by Landlord in
        accordance this Article 20 will not be construed or deemed to be a
        forcible or unlawful entry into or a detainer of the Premises or an
        eviction, actual or constructive, of Tenant from the Premises or any
        portion of the Premises, nor will any such entry entitle Tenant to
        damages or an abatement monthly rent, additional rent, or other charges
        that this Lease requires Tenant to pay.

21.     INDEMNIFICATION, WAIVER, AND RELEASE

        21.1    Indemnification. Except for any injury or damage to persons or
                property on the Premises that is proximately caused by or result
                proximately from the negligence or deliberate act of Landlord,
                its employees, or agents, and subject to the provisions of
                Section ~ Tenant will neither hold nor attempt to hold Landlord,
                its employees, or agents liable for, and Tenant will indemnify
                and hold hax Landlord, its employees, and agents from and
                against, any and all demands, claims, causes of action, fines,
                penalties, damages (including consequential damages),
                liabilities, judgments, and expenses (including without
                limitation reasonable attorneys' fees) incurred in connection
                with or arising from:

                (a)     The use or occupancy or manner of use or occupancy of
                        the Premises by Tenant or any person claiming under
                        Tenant:

                (b)     Any activity, work, or thing done or permitted by Tenant
                        in or about the Premises, the Building, or the land;

                (c)     Any breach by Tenant or its employees, agents,
                        contractors, or invitees of this Lease; and



                                      -25-
<PAGE>   26

                (d)     Any injury or damage to the person, property, or
                        business of Tenant, its employees, agents, contractors,
                        or invitees entering upon the Premises under the express
                        o~ implied invitation of Tenant.

                If any action or proceeding is brought against Landlord, its
                employees, or agents by reason of any such claim for which
                Tenant has indemnified Landlord, Tenant, upon written notice
                from Landlord, will defend the same at Tenant's expense, with
                counsel reasonably satisfactory to Landlord.

        21.2    Waiver and Release. Tenant, as a material part of the
                consideration to Landlord for this Lease, by this Section 21.2
                waives and releases all claims against Landlord, its employees,
                and agents with respect to all matters for which Landlord has
                disclaimed liability pursuant to the provisions of this Lease.

22.     SECURITY DEPOSIT. Tenant has deposited the security deposit with
        Landlord as security for the full, faithful, and timely performance of
        every provision of this Lease to be performed by Tenant. If Tenant
        defaults with respect to any provision of this Lease, including but not
        limit to the provisions relating to the payment of rent, Landlord may
        use, apply, or retain all or any part of the security deposit for the
        payment of a rent, or any other sum in default, or for the payment of
        any other amount Landlord may spend or become obligated to spend by
        reason of Tenant's default, or to compensate Landlord for any other loss
        or damage Landlord may suffer by reason of Tenant's default. If any
        portion of the security deposit is so used, applied, or retained, Tenant
        will within five days after written demand deposit cash with Landlord in
        an amount sufficient to restore the security deposit to its original
        amount. Landlord will not be required to keep the security deposit
        separate from its general funds, and Tenant will not be entitled to
        interest on the security deposit. The security deposit will not be
        deemed a limitation on Landlord's damages or a payment of liquidated
        damages or a payment of the monthly rent due for the last month of the
        term. If Tenant fully, faithfully, and timely performs every provision
        of this Lease to be performed by it, the security deposit or any balance
        of the security deposit will be returned to Tenant within 60 days after
        the expiration of the Term. Landlord may deliver the funds deposited
        under this Lease by Ten to the purchaser of the Building in the event
        the Building is sold, and after such time Landlord will have no further
        liability to Tenant with respect to the security deposit.

23.     QUIET ENJOYMENT. Landlord covenants and agrees with Tenant that so long
        as Tenant pays the rent and observes and performs all the terms,
        covenants, and conditions of this Lease on Tenant's part to be observed
        and performed, Tenant may peaceably and quietly enjoy the Premises
        subject, nevertheless, to the terms



                                      -26-
<PAGE>   27

        and conditions of this Lease, and Tenant's possession will not be
        disturbed by anyone claiming by, through, or under Landlord.

24.     EFFECT OF SALE. A sale, conveyance, or assignment of the Building will
        operate to release Landlord from liability from and after the effective
        date of such sale, conveyance, or assignment upon all of the covenants,
        terms, and conditions of this Lease, express or implied, excise those
        liabilities that arose prior to such effective date, and, after the
        effective date of such sale, conveyance, or assignment, Tenant will look
        solely to Landlord's successor in interest in and to this Lease. This
        Lease will not be affected by any such sale, conveyance, or assignment,
        Tenant will attorn to Landlord's successor in interest to this Lease, so
        long as such successor in interest assumes Landlord's obligations under
        this Lease from and after such effective date.

25.     DEFAULT

        25.1    Events of Default. The following events are referred to,
                collectively, as "events of default" or, individually, as an
                "event of default":

                (a)     Tenant defaults in the due and punctual payment of rent,
                        and such default continues for three days after written
                        notice from Landlord; however, Tenant will not be
                        entitled to more than one written notice for monetary
                        defaults during any 12-mot period, and if after such
                        written notice any rent is not paid when due, an event
                        of default will be considered to have occupy without
                        further notice;

                (b)     Tenant vacates or abandons the Premises or fails to
                        operate its business on the Premises:

                (c)     ThisLease or the Premises or any part of the Premises
                        are taken upon execution or by other process of law
                        directed against Tenant, or are taken upon or subject to
                        any attachment by any creditor of Tenant or claimant
                        against Tenant, and said attachment is not discharged or
                        disposed of within 15 days after its levy;

                (d)     Tenant files a petition in bankruptcy or insolvency or
                        for reorganization or arrangement under the bankruptcy
                        laws of the United States or under any insolvency act of
                        any state, or admits the material allegations of any
                        such petition by answer or otherwise, or is dissolved or
                        makes an assignment for the benefit of creditors;

                (e)     Involuntary proceedings under any such bankruptcy law or
                        insolvency act or for the dissolution of Tenant are
                        instituted against Tenant, or a receiver or trustee is
                        appointed for all or substantially all of the



                                      -27-
<PAGE>   28

                        property of Tenant, and such proceeding is not dismissed
                        or such receivership or trusteeship vacated within 60
                        days after such institution or appointment;

                (f)     Tenant makes, causes to be made or suffers to exist on
                        the Premises noise of any type (including music) that,
                        in the opinion of Landlord, could reasonably be expected
                        to interfere with the rights of quiet enjoyment of other
                        tenants in the Building, and such default continues or
                        occurs for ten days after written notice from Landlord;
                        however, Tenant will not be entitled more than one
                        written notice of such defaults during any 12 month
                        period, and if after such written notice a default under
                        this provision exists or occurs, an Event of Default
                        will be considered to have occurred without further
                        notice;

                (g)     Tenant breaches any of the other agreements, terms,
                        covenants, or conditions that this Lease requires Tenant
                        to perform, on such breach continues for a period of 30
                        days after written notice from Landlord to Tenant or, if
                        such breach cannot be cut reasonably within such 30 day
                        period, if Tenant fails to diligently commence to cure
                        such breach within 30 days after writ notice from
                        Landlord and to complete such cure within a reasonable
                        time thereafter (not to exceed 90 days).

        25.2    Landlord's Remedies. If any one or more events of default set
                forth in Section 25.1 occurs then Landlord has the right, at its
                elect.

                (a)     To give Tenant written notice of Landlord's intention to
                        terminate this Lease on the earliest date permitted by
                        law or on at later date specified in such notice, in
                        which case Tenants right to possession of the Premises
                        will cease and this Lease will terminated, except as to
                        Tenant's liability, as if the expiration of the term
                        fixed in such notice were the end of the term;

                (b)     Without further demand or notice, to reenter and take
                        possession of the Premises or any part of the Premises,
                        repossess the same, expel Tenant and those claiming
                        through or under Tenant, and remove the effects of both
                        or either, using such force for such purposes as may be
                        necessary. without being liable for prosecution, without
                        being deemed guilty of any manner trespass. and without
                        prejudice to any remedies for arrears of monthly rent or
                        other amounts payable under this Lease or result of any
                        preceding breach of covenants or conditions; or



                                      -28-
<PAGE>   29

                (c)     Without further demand or notice to cure any event of
                        default and to charge Tenant for the cost of effecting
                        such cure, including without limitation reasonable
                        attorneys' fees and interest on the amount so advanced
                        at the rate of 15 percent p annum, provided that
                        Landlord will have no obligation to cure any such event
                        of default of Tenant.

                Should Landlord elect to reenter as provided in subsection (b),
                or should Landlord take possession pursuant to legal proceedings
                c pursuant to any notice provided by law, Landlord may, from
                time to time, without terminating this Lease, relet the Premises
                or and part of the Premises in Landlord's or Tenant's name, but
                for the account of Tenant, for such term or terms (which may be
                greater o than the period which would otherwise have constituted
                the balance of the term) and on such conditions and upon such
                other term (which may include concessions of free rent and
                alteration and repair of the Premises) as Landlord, in its
                reasonable discretion, may determine, and Landlord may collect
                and receive the rent. Landlord will in no way be responsible or
                liable for any failure to relet Premises, or any part of the
                Premises, or for any failure to collect any rent due upon such
                reletting. No such reentry or taking possession of the Premises
                by Landlord will be construed as an election on Landlord's part
                to terminate this Lease unless a written notice of such
                intention is given to Tenant. No written notice from Landlord
                under this Section or under a forcible or unlawful or and
                detainer statute or similar law will constitute an election by
                Landlord to terminate this Lease unless such notice specifically
                54 states. Landlord reserves the right following any such
                reentry or reletting to exercise its right to terminate this
                Lease by giving Tenant such written notice, in which event this
                Lease will terminate as specified in such notice.

        25.3    Certain Damages. In the event that Landlord does not elect to
                terminate this Lease as permitted in Section 25.2(a), but on the
                contrary elects to take possession as provided in Section
                25.2(b), Tenant will pay to Landlord monthly rent and other sums
                as promise in this Lease that would be payable under this Lease
                if such repossession had not occurred, less the net proceeds, if
                any, of any reletting of the Premises after deducting all of
                Landlord's reasonable expenses in connection with such
                reletting, including without limitation all repossession costs,
                brokerage commissions, attorneys' fees, expenses of employees,
                alteration and repair costs, and expenses of preparation for
                such reletting. If, in connection with any reletting, the new
                lease term extends beyond the existing to the Premises covered
                by such new lease include other premises not part of the
                Premises, a fair apportionment of the rent received such
                reletting and the expenses incurred in connection with such
                reletting as provided in this Section will



                                      -29-
<PAGE>   30

                be made in determining net proceeds from such reletting, and any
                rent concessions will be equally apportioned over the term of
                the new lease. Tenant w such rent and other sums to Landlord
                monthly on the day on which the monthly rent would have been
                payable under this Lease possession had not been retaken, and
                Landlord will be entitled to receive such rent and other sums
                from Tenant on each such day.

        25.4    Continuing Liability After Termination. If this Lease is
                terminated on account of the occurrence of an event of default.
                Tenant will remain liable to Landlord for damages in an amount
                equal to monthly rent and other amounts that would have been
                owing by Tenant for the balance of the term, had this Lease not
                been terminated, less the net proceeds, if any, of any reletting
                of the Premises by Landlord subsequent to such termination,
                after deducting all of Landlord's expenses in connection with
                such reletting, including without limitation the expenses
                enumerated in Section 25.3. Landlord will be entitled to collect
                such damages from Tenant monthly on the day on which monthly
                rent and other amounts would have been payable under this Lease
                if this Lease had not been terminated and Landlord will be
                entitled to receive such monthly rent and other amounts from
                Tenant on each such day. Alternatively, at the option of
                Landlord, in the event this Lease is so terminated, Landlord
                will be entitled to recover against Tenant as damages for loss
                01 the bargain and not as a penalty:

                (a)     The worth at the time of award of the unpaid rent that
                        had been earned at the time of termination;

                (b)     The worth at the time of award of the amount by which
                        the unpaid rent that would have been earned after
                        termination until the time of award exceeds the amount
                        of such rental loss that Tenant proves could have been
                        reasonably avoided;

                (c)     The worth at the time of award of the amount by which
                        the unpaid rent for the balance of the term of this
                        Lease (had the same not been so terminated by Landlord)
                        after the time of award exceeds the amount of such
                        rental loss that Tenant prove could be reasonably
                        avoided;

                (d)     Any other amount necessary to compensate Landlord for
                        all the detriment proximately caused by Tenant's failure
                        to perform its obligations under this Lease or which
                        would be likely to result therefrom.

                The "worth at the time of award" of the amounts referred to in
                clauses (a) and (b) above is computed by adding interest at the
                rate of 15 percent per



                                      -30-
<PAGE>   31

                annum on the date on which this Lease is terminated from the
                date of termination until the time of the award. The "worth at
                the time of award" of the amount referred to in clause (c) above
                is computed by discounting such amount at the discount rate of
                the Federal Reserve Bank of San Francisco, at the time of award
                plus 1 percent.

        25.5    Cumulative Remedies. Any suit or suits for the recovery of the
                amounts and damages set forth in Sections 25.3 and 25.4 may be
                brought by Landlord, from time to time, at Landlord's election,
                and nothing in this Lease will be deemed to require Landlord to
                aware the date upon which this Lease or the term would have
                expired had there occurred no event of default. Each right and
                remedy provided for in this Lease is cumulative and is in
                addition to every other right or remedy provided for in this
                Lease or now or after lease date existing at law or in equity or
                by statute or otherwise, and the exercise or beginning of the
                exercise by Landlord of any or more of the rights or remedies
                provided for in this Lease or at law, in equity or by statute or
                otherwise will not preclude the simultaneous or later exercise
                by Landlord of any or all other rights or remedies provided for
                in this Lease, at law or in equity or by statute or otherwise.
                All costs incurred by Landlord in collecting any amounts and
                damages owing by Tenant pursuant to the provisions of this Lease
                or to enforce any provision of this Lease, including reasonable
                attorneys' fees from the date any such matte turned over to an
                attorney, whether or not one or more actions are commenced by
                Landlord, will also be recoverable by Landlord from Tenant.

        25.6    Waiver of Redemption. Tenant waives any right of redemption
                arising as a result of Landlord's exercise of its remedies under
                this Article 25.

        25.7    Late Charges. Tenant acknowledges that late payment by Tenant to
                Landlord of rent and other sums due under this Lease will cat
                Landlord to incur costs not contemplated by this Lease, the
                exact amount of which will be extremely difficult to ascertain.
                These c include, but are not limited to, processing and
                accounting charges, and late charges which may be imposed on
                Landlord by the tern any mortgage or deed of trust covering the
                Premises. Accordingly, if any installment of rent or other sums
                due from Tenant shall n be received by Landlord or Landlord's
                agent within five days after the amount shall be due or if
                payment is made with a check that returned for lack of
                sufficient funds, then without any requirement of notice to
                Tenant, Tenant shall pay to Landlord a late charge equal to the
                greater of 10 percent of the delinquent amount or $75, plus 1
                percent per month interest on the delinquencies from the due
                until payment. The parties agree that this late charge plus
                interest represents fair and reasonable estimate of



                                      -31-
<PAGE>   32

                the cost Landlord incur by reason of late payment by Tenant.
                Acceptance of the late charge by Landlord shall in no event
                constitute a waiver of Tens default with respect to the overdue
                amount, nor prevent Landlord from exercising any of the other
                rights or remedies granted to Landlord under this Lease, or at
                law or equity.

        25.8    Default by Landlord. Landlord shall not be in default unless
                Landlord fails to perform obligations required of Landlord
                within a reasonable time, but in any event 30 days after written
                notice by certified mail by Tenant to Landlord and to the holder
                of any first mortgage or deed of trust covering the Premises
                whose name and address shall have theretofore been furnished to
                Tenant in writing Said notice shall specify wherein Landlord has
                failed to perform such obligation; provided, however, that if
                the nature of Landlord obligation is such that more than 30 days
                are required for performance, then Landlord shall not be in
                default if Landlord commence performance within such 30-day
                period and thereafter diligently prosecutes the same to
                completion. Tenant further agrees not to invoke any of its
                remedies under this Lease until said 30 days have elapsed. In no
                event shall Tenant have the right to terminate this Lease as a
                result of Landlord's default and Tenant's remedies shall be
                limited to damages and/or an injunction; and in no case may the
                Tenant withhold rent or claim a set-off or deduction from rent.

26.     PARKING. Tenant will be entitled to use the parking spaces during the
        Term subject to the rules and regulations set forth in Exhibit D. and
        amendments or additions to them. The parking charges set forth in
        Section 1.1, if any, will be due and payable in advance at the same time
        and place as monthly rent. The parking spaces will be unassigned,
        nonreserved, and nondesignated. Landlord reserves the right to adjust
        the parking charges in Landlord's sole discretion at any time after 30
        days' prior written notice. Twenty-four hour parking on the real
        property up which the Premises are located shall not be permitted by
        Tenant, its employees, agents or invitees.

27.     MISCELLANEOUS

        27.1    No Offer. This Lease is submitted to Tenant on the understanding
                that it will not be considered an offer and will not bind
                Landlor any way until Tenant has duly executed and delivered
                duplicate originals to Landlord and Landlord has executed and
                delivered onto such originals to Tenant.

        27.2    Joint and Several Liability. If Tenant is composed of more than
                one signatory to this Lease, each signatory will be jointly and
                severally liable with each other signatory for payment and
                performance according to this



                                      -32-
<PAGE>   33

                Lease. The act of, written notice to, written notice from,
                refund to. or signature of any signatory to this Lease
                (including without limitation modifications of this Lease made b
                fewer than all such signatories) will bind every other signatory
                as though every other signatory had so acted, or received or
                given written notice or refund, or signed.

        27.3    No Construction Against Drafting Party. Landlord and Tenant
                acknowledge that each of them and their counsel have had an
                opportunity to review this Lease and that this Lease will not be
                construed against Landlord merely because Landlord has prepared

        27.4    Time of the Essence. Time is of the essence of each and every
                provision of this Lease.

        27.5    No Recordation. A short form memorandum of this Lease may be
                recorded at the request of either party, and at the requesting p
                expense.

        27.6    No Waiver. The waiver by Landlord of any agreement, condition,
                or provision contained in this Lease will not be deemed to be
                waiver of any subsequent breach of the same or any other
                agreement, condition, or provision contained in this Lease, nor
                will and custom or practice that may grow up between the parties
                in the administration of the terms of this Lease be construed to
                waive or lessen the right of Landlord to insist upon the
                performance by Tenant in strict accordance with the terms of
                this Lease. The subs acceptance of rent by Landlord will not be
                deemed to be a waiver of any preceding breach by Tenant of any
                agreement, condition provision of this Lease, other than the
                failure of Tenant to pay the particular rent so accepted,
                regardless of Landlord's knowledge such preceding breach at the
                time of acceptance of such rent.

        27.7    Limitation on Recourse. Tenant specifically agrees to look
                solely to Landlord's interest in the Building and land for the
                recover any judgments from Landlord. It is agreed that Landlord
                (and its shareholders, venturers, members and partners, and
                their shareholders, venturers, members and partners and all of
                their officers, directors, and employees) will not be personally
                liable for such judgments. The provisions contained in the
                preceding sentences are not intended to and will not limit any
                right that Tenant otherwise have to obtain injunctive relief
                against Landlord or relief in any suit or action in connection
                with enforcement or collect of amounts that may become owing or
                payable under or on account of insurance maintained by Landlord.



                                      -33-
<PAGE>   34

        27.8    Estoppel Certificates. At any time and from time to time but
                within five days after prior written request by Landlord, Tenant
                V execute, acknowledge, and deliver to Landlord, promptly upon
                request. a certificate certifying (a) that this Lease is
                unmodified full force and effect or, if there have been
                modifications, that this Lease is in full force and effect, as
                modified, and stating the d~ nature of each modification; (b)
                the date, if any, to which rent and other sums payable under
                this Lease have been paid; (c) that written notice of any
                default has been delivered to Landlord which default has not
                been cured, except as to defaults specified in certificate; (d)
                that there is no event of default under this Lease or an event
                which, with notice or the passage of time, or both, w result in
                an event of default under this Lease, except for defaults
                specified in said certificate; and (e) such other matters as may
                1 reasonably requested by Landlord. Any such certificate may be
                relied upon by any prospective purchaser or existing or prospect
                mortgagee or beneficiary under any deed of trust of the Building
                or any part of the Building. Tenant's failure to deliver such a
                certificate within such time will be conclusive evidence of the
                matters set forth in it.

        27.9    Waiver of Jury Trial. LANDLORD, TENANT AND GUARANTOR BY THIS
                SECTION 27.9 WAIVE TRIAL BY JURY IN ANY ACTION, PROCEEDING. OR
                COUNTERCLAIM BROUGHT BY EITHER OF THE PARTIES TO THE LEASE
                AGAINST OTHER ON ANY Mailers WHATSOEVER ARlSING OUT OF OR IN ANY
                WAY CONNECTED WITH THIS LEASE. THIS RELATIONSHIP OF LANDLORD AND
                TENANT, TENANTS USE OR OCCUPANCY OF THE PREMISES, OR ANY OTHER
                CLAIMS (EXCEPT CLAIMS FOR PERSONAL INJURY OR PROPERTY DAMAGE),
                AND ANY EMERGENCY STATUTORY' OR ANY OTHER STATUTORY REMEDY.

        27.10   No Merger. The voluntary or other surrender of this Lease by
                Tenant or the cancellation of this Lease by mutual agreement of
                Tenant and Landlord or the termination of this Lease on account
                of Tenant's default will not work a merger, and will, at
                Landlord's option, (a) terminate all or any subleases and
                subtenancies or (b) operate as an assignment to Landlord of all
                or any subleases or subtenancies Landlord's option under this
                Section 27.10 will be exercised by written notice to Tenant and
                all known sublessees or subtenants in Premises or any part of
                the Premises.

        27.11   Holding Over. Tenant will have no right to remain in possession
                of all or any part of the Premises after the expiration of the
                term. Tenant remains in possession of all or any part of the
                Premises after the expiration of the term, with the express or
                implied consent Landlord: (a) such tenancy will be deemed to be
                a periodic tenancy from month-to-month only; (b) such



                                      -34-
<PAGE>   35

                tenancy will not constitute renewal or extension of this Lease
                for any further term; and (c) such tenancy may be terminated by
                Landlord upon the earlier of 30 days' prior written notice or
                the earliest date permitted by law. In such event, monthly rent
                will be increased to an amount equal to 150% of the monthly rent
                payable during the last month of the term, and any other sums
                due under this Lease will be payable in the amount and at the
                times specified in this Lease. Such month-to-month tenancy will
                be subject to every other term, condition, and covenant
                contained in this Lease.

        27.12   Notices. Any notice, request, demand, consent, approval, or
                other communication required or permitted under this Lease must
                be writing and will be deemed to have been given when personally
                delivered, sent by facsimile with receipt acknowledged,
                deposited with any nationally recognized overnight carrier that
                routinely issues receipts, or deposited in any depository
                regularly maintained the United States Postal Service, postage
                prepaid, certified mail, return receipt requested, addressed to
                the party for whom it is intended at its address set forth in
                Section 1. 1. Either Landlord or Tenant may add additional
                addresses or change its address for purposes of receipt of any
                such communication by giving ten days' prior written notice of
                such change to the other party in the ma prescribed in this
                Section 27. 12.

        27.13   Severability. If any provision of this Lease proves to be
                illegal, invalid, or unenforceable, the remainder of this Lease
                will not be affected by such finding, and in lieu of each
                provision of this Lease that is illegal, invalid, or
                unenforceable a provision will be ad as a part of this Lease as
                similar in terms to such illegal, invalid, or unenforceable
                provision as may be possible and be legal, valid enforceable.

        27.14   Written Amendment Required. No amendment, alteration,
                modification of, or addition to this Lease will be valid or
                binding and expressed in writing and signed by Landlord and
                Tenant. Tenant agrees to make any modifications of the terms and
                provisions of Lease required or requested by any lending
                institution providing financing for the Building, or project, as
                the case may be, provide that no such modifications will
                materially adversely affect Tenant's rights and obligations
                under this Lease.

        27.15   Entire Agreement. This Lease, the exhibits and addenda, if any,
                contain the entire agreement between Landlord and Tenant. No
                promises or representations, except as contained in this Lease,
                have been made to Tenant respecting the condition or the manner
                of operating the Premises, the Building, or the project.



                                      -35-
<PAGE>   36

        27.16   Captions. The captions of the various articles and sections of
                this Lease are for convenience only and do not necessarily
                define, 1 describe, or construe the contents of such articles or
                sections.

        27.17   Authority. Tenant and the party executing this Lease on behalf
                of Tenant represent to Landlord that such party is authorized to
                d by requisite action of the board of directors, partners or
                members, as the case may be, and agree upon request to deliver
                to Landlord resolution or similar document to that effect.

        27.18   Brokers. Landlord and Tenant respectively represent and warrant
                to each other that neither of them has consulted or negotiated v
                any broker or finder with regard to the Premises except the
                broker named in Section 1.1, if any. Each of them will indemnify
                the against and hold the other harmless from any claims for fees
                or commissions from anyone with whom either of them has
                consulted negotiated with regard to the Premises except the
                broker. Landlord will pay any fees or commissions due the
                broker.

        27.19   Governing Law. This Lease will be governed by and construed
                pursuant to the laws of the State of Washington.

        27.20   No Easements for Air or Light. Any diminution or shutting off of
                light, air, or view by any structure that may be erected on Ian
                adjacent to the building will in no way affect this Lease or
                impose any liability on Landlord.

        27.21   Tax Credits. Landlord is entitled to claim all tax credits and
                depreciation attributable to leasehold improvements in the
                Premises. Promptly after Landlord's demand, Landlord and Tenant
                will prepare a detailed list of the leasehold improvements and
                fixtures and their respective costs for which Landlord or Tenant
                has paid. Landlord will be entitled to all credits and
                depreciation for those items for which Landlord has paid by
                means of any Tenant finish allowance or otherwise. Tenant will
                be entitled to any tax credits and depreciation for all items
                for which Tenant has paid with funds not provided by Landlord.

        27.22   Relocation of the Premises. Landlord reserves the right to
                relocate the Premises to substantially comparable space within
                the Building, pursuant to this Section 27.22. Landlord will give
                Tenant a written notice of its intention to relocate the
                Premises, and Tenant will complete such relocation within 60
                days after receipt of such written notice. If the space to which
                Landlord proposes to relocate Tenant is not substantially
                comparable to the Premises, Tenant may so notify Landlord, and
                if Landlord fails to offer space satisfactory to Tenant, Tenant
                may terminate this Lease effective as



                                      -36-
<PAGE>   37

                of the 30th day after the date of Landlord's initial written
                notice. Tenant does relocate within the Building, then effective
                on the date of such relocation this Lease will be amended by
                deleting the description of the original Premises and
                substituting for it a description of such comparable space.
                Landlord agrees to reimburse Tenant for its actual reasonable
                moving costs to such other space within the Building, the
                reasonable costs of reprinting stationery, 2 the costs of
                rewiring the new premises for telephone and computers comparably
                to the original Premises.

        27.23   Landlord's Fees. Whenever Tenant requests Landlord to take any
                action or give any consent required or permitted under this Less
                Tenant will reimburse Landlord for all of Landlord's reasonable
                costs incurred in reviewing the proposed action or consent,
                including without limitation reasonable attorneys', engineers'
                or architects' fees, within ten days after Landlord's delivery
                to Tenant of a statement of such costs. Tenant will be obligated
                to make such reimbursement without regard to whether Landlord
                consents to any such proposed action.

        27.24   Binding Effect. The covenants, conditions, and agreements
                contained in this Lease will bind and inure to the benefit of
                Landlord Tenant and their respective heirs, distributees,
                executors, administrators, successors, and, except as otherwise
                provided in this Leas their assigns.

        27.25   Guarantor. In the event that there is a Guarantor of this Lease,
                Guarantor hereby agrees to jointly and severally perform all
                payment and other obligations of Tenant under this Lease.
                Guarantor waives all suretyship defenses that would otherwise be
                available to Guarantor.

        27.26   Disclosure of Agency Representation. At the signing of this
                Lease Agreement, Morris Piha Management Group, Inc. represented
                Landlord. Each party signing this document confirms that prior
                oral and/or written disclosure of agency was provided to them in
                transaction.

        27.27   Confidentiality. Tenant agrees not to disclose the terms and
                conditions of this Lease to a third party without the written
                consent Landlord.

        27.28   Rules of Construction. The parties agree that (a) in the event
                of any inconsistency between the provisions of Section 1 and the
                o provisions of this Lease, the other provisions of this Lease
                shall govern; (b) in the event of any inconsistency between the
                provisit of the body of this Lease and the Riders and
                workletters attached hereto, the provisions set forth in the
                Riders and workletters shall govern; (c) in the event of any
                ambiguity regarding which party is responsible for costs or
                expenses, Tenant shall be



                                      -37-
<PAGE>   38

                responsible; (d) ambiguities shall not be construed against the
                party that drafted this Lease.



                                      -38-
<PAGE>   39

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

                                            LANDLORD:  MORRIS PIHA REAL ESTATE
                                            SERVICES, INC.

                                            By:                  /s/
                                               ---------------------------------

                                            Title:   President
                                                  ------------------------------

                                            TENANT:  VIRAGE LOGIC CORPORATION

                                            By:                  /s/
                                               ---------------------------------

                                            Title:   President & CEO
                                                  ------------------------------

                                            THE OBLIGATIONS OF TENANT ARE
                                            GUARANTEED BY:

                                            By:
                                               ---------------------------------

                                            Title:
                                                  ------------------------------



                                      -39-
<PAGE>   40

                                    EXHIBIT B

                                LEGAL DESCRIPTION


        DESCRIPTION:

        THAT PORTION OF THE NORTHWEST QUARTER OF THE SOUTHEAST QUARTER OF
SECTION 10, TOWNSHIP 24 NORTH, RANGE 5 EAST WM., IN KING COUNTY, WASHINGTON,
LYING SOUTHERLY OF SR-90, WESTERLY OF THE 136TH UNDERCROSSING AND NORTHERLY OF A
LINE 30 FEET NORTHERLY OF AND PARALLEL TO THE FR-6 LINE.

        ALL AS SHOWN SHEETS 4, 5, AND 6 OF 25 SHEETS, SR-90 M.P. 7.71 TO M.P.
11.73 (RICHARDS ROAD TO LAKE SAMMAMISH).

        SITUATE IN THE COUNTY OF KING, STATE OF WASHINGTON.



                                      -1-
<PAGE>   41

                                    EXHIBIT C

                                   WORKLETTER

This workletter is attached to and forms a part of that certain office lease
dated ___________________ ("Lease"), pursuant to which Landlord has lease to
Tenant office space in the Building to be known as:

<TABLE>
        <S>                                       <C>
        PROJECT: Virage Logic Corporation         ADDRESS: 14100 SE 36th Street. Suite 205
                 ------------------------                  -------------------------------
</TABLE>

The Landlord agrees to provide the Leased premises in the following condition:

          ____ STANDARD IMPROVEMENTS (As Is)

           X   STANDARD IMPROVEMENTS (As Is) PLUS THOSE SHOWN BELOW


LANDLORD AT LANDLORD'S sole cost and expense shall:

1)      Install new carpet throughout the space according to building standards.

2)      Remove walls indicated on attached floor plan.

3)      Build an 8 x 12 room with a sink and lower cabinets. The exact location
        is further described on the attached floor plan on Exhibit A.



                                      -1-
<PAGE>   42

                                    EXHIBIT D
                              RULES AND REGULATIONS

1.      No sign, placard, picture, advertisement, name or notice shall be
        inscribed, displayed or printed or affixed on or to any part of the
        outside or inside the Building without the written consent of Landlord
        first had and obtained and Landlord shall have the right to remove any
        such sign, placard, picture advertisement, name or notice without notice
        to and at the expense of Tenant.

        All approved signs or lettering on doors shall be printed, painted,
        affixed or inscribed at the expense of Tenant by a person approved of by
        Landlord.

        Tenant shall not place anything or allow anything to be placed near the
        glass of any window, door, partition or wall which may appear unsightly
        from outside the Premises; provided, however, that Landlord may furnish
        and install a Building standard window covering at all exterior windows.
        Tenant shall not without prior written consent of Landlord cause or
        otherwise sunscreen any window.

2.      The sidewalks, halls, passages, exits, entrances, elevators and
        stairways shall not be obstructed by any of the tenants or used by them
        for any purposes other than for ingress and egress from their respective
        Premises.

3.      Tenant shall not alter any lock or install any new or additional locks
        or any bolts on any doors or windows of the Premises.

4.      The toilet rooms, urinals, wash bowls and other apparatus shall not be
        used for any purpose other than that for which they were constructed ant
        foreign substance of any kind whatsoever shall be thrown therein and the
        expense of any breakage, stoppage or damage resulting from the violation
        of rule shall be borne by the Tenant who, or whose employees or invitees
        shall have caused it.

5.      Tenant shall not overload the floor of the Premises or in any way deface
        the Premises or any part thereof.

6.      No furniture, freight or equipment of any kind shall be brought into the
        Building without the prior notice to Landlord and all moving of the same
        or out of the Building shall be done at such time and in such manner as
        Landlord shall designate. Landlord shall have the right to prescribe the
        we size and position of all safes and other heavy equipment brought into
        the Building and also the times and manner of moving the same in and out
        o Building. Safes or other heavy objects shall, if considered necessary
        by Landlord, stand on supports of such thickness as is necessary to pro
        distribute the weight. Landlord will not be responsible for loss



                                      -1-
<PAGE>   43

        of or damage to any such safe or property from any cause and all damage
        done building by moving or maintaining any such safe or other property
        shall be repaired at the expense of Tenant.

7.      Tenant shall not use, keep or permit to be used or kept any foul or
        noxious gas or substance in the Premises, or permit or suffer the
        Premises occupied or used in a manner offensive to objectionable to the
        Landlord or other occupants of the Building by reason of noise, odors
        and/or vibration interfere in any way with other tenants or those having
        business therein, nor shall any animals or birds he brought in or kept
        in or about the Premises Building.

8.      No cooking shall be done or permitted on the Premises, nor shall the
        Premises be used for the storage of merchandise, for washing clothes,
        for lodging or for any improper, objectionable or immoral purposes.

9.      Tenant shall not use or keep in the Premises or the Building any
        kerosene, gasoline or inflammable or combustible fluid or material, or
        use any method of heating or air conditioning other than that supplied
        by Landlord.

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

11.     On Saturdays, Sundays and legal holidays, and on other days between the
        hours of 6:00 P.M. and 8:00 A.M. the following day, access to the
        Building or to the halls, corridors, elevators or stairways in the
        Building, or to the Premises may be refused unless the person seeking
        access is known to the or employee of the Building in charge and has a
        pass or is properly identified. The Landlord shall in no case be liable
        for damages for any error regard to the admission to or exclusion from
        the Building of any person. In case of invasion, mob, riot, public
        excitement, or other commotion Landlord reserves the right to prevent
        access to the Building during the continuance of the same by closing of
        the doors or otherwise, for the safety tenants and protection of
        property in the Building and the Building.

12.     Landlord reserves the right to exclude or expel from the Building 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 the rules and regulations of the Building.

13.     No vending machine or machines of any description shall be installed,
        maintained or operated upon the Premises without the written consent
        Landlord.



                                      -2-
<PAGE>   44

14.     Landlord shall have the right, exercisable without notice and without
        liability to Tenant, to change the name and street address of the
        Building of which the Premises are a part.

15.     Tenant shall not disturb, solicit, or canvass any occupant of the
        Building and shall cooperate to prevent same.

        Without the written consent of Landlord, Tenant shall not use the name
        of the Building in connection with or in promoting or advertising the
        business of Tenant except as Tenant's address.

17.     Landlord shall have the right to control and operate the public portions
        of the Building, and the public facilities, and hearing and air
        conditioning, well as facilities furnished for the common use of the
        tenants, in such manner as it deems best for the benefit of the tenants
        generally.

18.     All entrance doors in the Premises shall be left locked when the
        Premises are not in use, and all doors opening to public corridors shall
        be kept do except for normal ingress and egress from the Premises.



                                      -3-
<PAGE>   45

                                    EXHIBIT E

                          COMMENCEMENT DATE CERTIFICATE

This Commencement Date certificate is entered into by Landlord and Tenant
pursuant to Section 3.1 of the Lease.

1.      DEFINITIONS. In this certificate the following terms have the meanings
        given to them:

        (a)     Landlord:

        (b)     Tenant:

        (c)     Lease: Office Lease dated ___________________ between Landlord
                and Tenant.

        (d)     Premises: Suite __________

        (e)     Building Address:

2.      CONFIRMATION OF LEASE COMMENCEMENT: Landlord and Tenant confirm that the
        commencement date of the lease is _____________________________ and the
        Expiration Date is ___________________________________ and that Sections
        1.1(k) and (1) are accordingly amended.

Landlord and Tenant have executed this Commencement Date certificate as of the
dates set forth below.

                                            TENANT:

                                            By:_________________________________

                                            Title:______________________________


                                            LANDLORD:

                                            By:_________________________________

                                            Title:______________________________



                                      -1-
<PAGE>   46

To be made a part of the Office Lease document under date of ______________
between _______________________, as Landlord, and _________________, as Tenant.


                                                             Initials _________



                                      -2-
<PAGE>   47

RIDER #28 PARKING:

Pursuant to Article 26 of the Lease, Tenant shall be entitled to the exclusive,
reserved (AND marked with the Tenant name) use of I covered parking stall.
Landlord shall provide a total of eight (8) uncovered parking stalls which shall
be unreserved and first come, first served. Landlord reserves the right to
assign the unreserved parking stalls a will strictly enforce the Tenant's limit
to 8 uncovered parking stalls. Landlord has approved the floor plan showing 17
work stations but does not in any way alter, approve or effect the total number
of parking stalls allowed Tenant's use. Landlord reserves the right to remove
any of Tenant's cars that are parked in other Tenant's parking spaces and if
after the 3rd notice by Landlord to Tenant of improper parking, Landlord may at
Landlord's s discretion cancel Tenant's lease by providing a minimum of 90 days
written notice and all the un-amontized Ten. improvement dollars and lease
commissions shall be due and payable upon notice.


RIDER #29 TENANT'S RIGHT OF EARLY TERMINATION:

Nowithstanding anything contained herein to the contrary, Tenant in its sole
discretion, shall have the right terminate the Lease on the last day of the
thirty-sixth (36) month after the commencement date. In order to exen this early
termination right, Tenant must give Landlord written notice at least one hundred
eighty (180) days before the early Termination Date. Upon the date notice is
provided, Tenant shall pay Landlord seventeen thousand se hundred thirty dollars
($17,730) and Tenant shall be fully released and discharged from any and all
obligation except any obligation accrued before the Early Termination Date.



                                      -1-