<PAGE>


                                    OFFICE LEASE
                                   REFERENCE PAGE
<TABLE>
<S>                                       <C>

BUILDING:                                 Carlsbad Executive Plaza
                                          ------------------------------------------------------------

LANDLORD:                                 CB Graham International, Inc., a Delaware corporation
                                          ------------------------------------------------------------

LANDLORD'S RENT PAYMENT ADDRESS:          Dept. 60149 in El Monte, CA 91735-01498
                                          ------------------------------------------------------------

LANDLORD'S NOTICES ADDRESS:               2141 Palomar Airport Rd., Suite 370, Carlsbad, CA 92009
                                          ------------------------------------------------------------

LEASE REFERENCE DATE:                     July 27, 1998
                                          ------------------------------------------------------------

TENANT:                                   iXL-San Diego, Inc., a Delaware corporation
                                          ------------------------------------------------------------

TENANT'S CORPORATE NOTICES ADDRESS        IXL Holdings, Inc.
  and LEASE GUARANTOR:                    ------------------------------------------------------------
                                          1888 Emery Street N.W.
                                          ------------------------------------------------------------
                                          Atlanta, Georgia  20218
                                          ------------------------------------------------------------
                                          404/267-3800
                                          ------------------------------------------------------------

PREMISES IDENTIFICATION:                   2121 Palomar Airport Road, Suite 200
                                          ------------------------------------------------------------
                                          (for outline of Premises see Exhibit A)

USE:                                      General offices for Software and Services Development
                                          ------------------------------------------------------------

PREMISES RENTABLE AREA:                   Approximately 7,280 rentable square feet.
                                          ------------------------------------------------------------

SCHEDULED COMMENCEMENT DATE:              September 1, 1998
                                          ------------------------------------------------------------

SCHEDULED TERMINATION DATE:               August 31, 2003
                                          ------------------------------------------------------------

TERM OF LEASE:                            (5 years and 0 months) beginning on the Commencement Date
                                          and ending on the Termination Date (unless sooner terminated
                                          pursuant to the Lease)
                                          ------------------------------------------------------------

INITIAL ANNUAL RENT (Article 3):          $132,015.00    (See Article 38)
                                          ------------------------------------------------------------

INITIAL MONTHLY INSTALLMENT OF
  ANNUAL RENT (Article 3):                $ 11,001.25      (See Article 38)
                                          ------------------------------------------------------------

BASE YEAR (DIRECT EXPENSES):              1998
                                          ------------------------------------------------------------

BASE YEAR (TAXES):                        Calendar Year 1998
                                          ------------------------------------------------------------

TENANT'S PROPORTIONATE SHARE:
  Building Direct Expenses                5.51% based on project size of 132,195 rsf
                                          ------------------------------------------------------------

SECURITY DEPOSIT:                         $16,816.80
                                          ------------------------------------------------------------

ASSIGNMENT/SUBLETTING FEE:                $250.00
                                          ------------------------------------------------------------

REAL ESTATE BROKER DUE COMMISSION:        Business Real Estate
                                          -------------------------------------
</TABLE>


The Reference Page information is incorporated into and made a part of the
Lease.  In the event of any conflict between any Reference Page information
and the Lease, the Lease shall control.  This Lease includes Exhibits A
through C, all of which are made a part of this Lease.

LANDLORD:                                  TENANT:
CB GRAHAM INTERNATIONAL, INC.,             iXL-San Diego, Inc.,
a Delaware corporation                     a Delaware corporation

BY:    RREEF Management Company,
       a Delaware corporation


BY:   /s/ Jill E. Shanahan                BY:    /s/ David G. Watkins
    -------------------------------           ---------------------------------
      Jill E. Shanahan                           David G. Watkins

TITLE:     Vice President                 TITLE:     President

DATE:   8/27/98                           DATE:     8/26/98
    -------------------------------           ---------------------------------



<PAGE>


                            TABLE OF CONTENTS
<TABLE>
<CAPTION>

  Article                                                   Page
 ---------                                                 ------
<C>      <S>                                                <C>

1.       USE AND RESTRICTIONS ON USE ........................1

2.       TERM ...............................................1

3.       RENT ...............................................2

4.       RENT ADJUSTMENTS ...................................2

5.       SECURITY DEPOSIT ...................................3

6.       ALTERATIONS ........................................4

7.       REPAIR .............................................4

8.       LIENS ..............................................5

9.       ASSIGNMENT AND SUBLETTING ..........................5

10.      INDEMNIFICATION ....................................6

11.      INSURANCE ..........................................7

12.      WAIVER OF SUBROGATION ..............................7

13.      SERVICES AND UTILITIES .............................7

14.      HOLDING OVER .......................................8

15.      SUBORDINATION ......................................8

16.      RULES AND REGULATIONS ..............................8

17.      REENTRY BY LANDLORD ................................8

18.      DEFAULT ............................................9

19.      REMEDIES ...........................................10

20.      TENANT'S BANKRUPTCY OR INSOLVENCY ..................11

21.      QUIET ENJOYMENT ....................................12

22.      DAMAGE BY FIRE, ETC. ...............................12

23.      EMINENT DOMAIN .....................................13

24.      SALE BY LANDLORD ...................................13

25.      ESTOPPEL CERTIFICATES ..............................13

26.      SURRENDER OF PREMISES ..............................14

27.      NOTICES ............................................14

28.      TAXES PAYABLE BY TENANT ............................14

29.      RELOCATION OF TENANT ...............................14

30.      DEFINED TERMS AND HEADINGS .........................15

31.      TENANT'S AUTHORITY .................................15

32.      COMMISSIONS ........................................15

33.      TIME AND APPLICABLE LAW ............................15


                                      i
<PAGE>



<C>      <S>                                                 <C>

34.      SUCCESSORS AND ASSIGNS .............................15

35.      ENTIRE AGREEMENT ...................................15

36.      EXAMINATION NOT OPTION .............................15

37.      RECORDATION ........................................16

38.      RENT SCHEDULE ......................................16

39.      LIMITATION OF LANDLORD'S LIABILITY .................16

40.      OPTION TO TERMINATE ................................16




<S>                     <C>
EXHIBIT A               PREMISES
EXHIBIT B               TENANT IMPROVEMENTS
EXHIBIT C               RULES AND REGULATIONS
EXHIBIT D               CONTINUING LEASE GUARANTY

</TABLE>




                                      ii
<PAGE>


                                  LEASE


    By this Lease Landlord leases to Tenant and Tenant leases from Landlord
the Premises in the Building as set forth and described on the Reference
Page.  The Reference Page, including all terms defined thereon, is
incorporated as part of this Lease.

1.   USE AND RESTRICTIONS ON USE.

     1.1      The Premises are to be used solely for general office purposes.
Tenant shall not do or permit anything to be done in or about the Premises
which will in any way obstruct or interfere with the rights of other tenants
or occupants of the Building or injure, annoy, or disturb them or allow the
Premises to be used for any improper, immoral, unlawful, or objectionable
purpose.  Tenant shall not do, permit or suffer in, on, or about the Premises
the sale of any alcoholic liquor without the written consent of Landlord
first obtained, or the commission of any waste.  Tenant shall comply with all
governmental laws, ordinances and regulations applicable to the use of the
Premises and its occupancy and shall promptly comply with all governmental
orders and directions for the correction, prevention and abatement of any
violations in or upon, or in connection with, the Premises, all at Tenant's
sole expense, provided Tenant is not responsible for structural revisions
required by ADA-type laws. Tenant shall not do or permit anything to be done
on or about the Premises or bring or keep anything into the Premises which
will in any way increase the rate of, invalidate or prevent the procuring of
any insurance protecting against loss or damage to the Building or any of its
contents by fire or other casualty or against liability for damage to
property or injury to persons in or about the Building or any part thereof.

     1.2      Tenant shall not, and shall not direct, suffer or permit any of
its agents, contractors, employees, licensees or invitees to at any time
handle, use, manufacture, store or dispose of in or about the Premises or the
Building any (collectively "Hazardous Materials") flammables, explosives,
radioactive materials, hazardous wastes or materials, toxic wastes or
materials, or other similar substances, petroleum products or derivatives or
any substance subject to regulation by or under any federal, state and local
laws and ordinances relating to the protection of the environment or the
keeping, use or disposition of environmentally hazardous materials,
substances, or wastes, presently in effect or hereafter adopted, all
amendments to any of them, and all rules and regulations issued pursuant to
any of such laws or ordinances (collectively "Environmental Laws") (Landlord
shall use best efforts to approve Tenant's emergency use of a generator or
similar uninterruptible power source) nor shall Tenant suffer or permit any
Hazardous Materials to be used in any manner not fully in compliance with all
Environmental Laws, in the Premises or the Building and appurtenant land or
allow the environment to become contaminated with any Hazardous Materials.
Notwithstanding the foregoing, Tenant may handle, store, use or dispose of
products containing small quantities of Hazardous Materials (such as aerosol
cans containing insecticides, toner for copiers, paints, paint remover and
the like) to the extent customary and necessary for the use of the Premises
for general office purposes; provided that Tenant shall always handle, store,
use, and dispose of any such Hazardous Materials in a safe and lawful manner
and never allow such Hazardous Materials to contaminate the Premises,
Building and appurtenant land or the environment. Tenant shall protect,
defend, indemnify and hold each and all of the Landlord Entities (as defined
in Article 30) harmless from and against any and all loss, claims, liability
or costs (including court costs and attorney's fees) incurred by reason of
any actual or asserted failure of Tenant to fully comply with all applicable
Environmental Laws, or the presence, handling, use or disposition in or from
the Premises of any Hazardous Materials (even though permissible under all
applicable Environmental Laws or the provisions of this Lease), or by reason
of any actual or asserted failure of Tenant to keep, observe, or perform any
provision of this Section 1.2.

2.   TERM

     2.1      The Term of this Lease shall begin on the date ("Commencement
Date") which shall be the later of the Scheduled Commencement Date as shown
on the Reference Page and the date that Landlord shall tender possession of
the Premises to Tenant.  Landlord shall tender possession of the Premises
with all the work, if any, to be performed by Landlord pursuant to Exhibit B
to this Lease substantially completed.  Tenant shall deliver a punch list of
items not completed within 30 days after Landlord tenders possession of the
Premises and Landlord agrees to proceed with due diligence to perform its
obligations regarding such items.  Landlord and Tenant shall execute a
memorandum setting forth the actual Commencement Date and Termination Date.

     2.2      Tenant agrees that in the event of the inability of Landlord to
deliver possession of the Premises on the Scheduled Commencement Date,
Landlord shall not be liable for any damage resulting from such inability,
but Tenant shall not be liable for any rent until the time when Landlord can,
after notice to Tenant, deliver possession of the Premises to Tenant.  No
such failure to give possession on the Scheduled Commencement Date shall
affect the other obligations of Tenant under this Lease, except that if
Landlord is unable to deliver possession of the Premises within one hundred
twenty (120) days of the Scheduled Commencement Date (other than as a result
of strikes, shortages of materials or similar matters beyond the reasonable
control of Landlord and Tenant is notified by Landlord in writing as to such
delay), Tenant shall have the option to terminate this Lease unless said
delay is as a result of: (a) Tenant's failure to agree to plans and
specifications; (b) Tenant's request for materials, finishes or


                                      1

<PAGE>
installations other than Landlord's standard except those, if any, that
Landlord shall have expressly agreed to furnish without extension of time
agreed by Landlord; (c) Tenant's change in any plans or specifications; or,
(d) performance or completion by a party employed by Tenant. If any delay is
the result of any of the foregoing, the Commencement Date and the payment
of rent under this Lease shall be accelerated by the number of days of such
delay.

     2.3  In the event Landlord shall permit Tenant to occupy the Premises
prior to the Commencement Date, such occupancy shall be subject to all the
provisions of this Lease.  Said early possession shall not advance the
Termination Date.

3.   RENT.

    3.1  Tenant agrees to pay to Landlord the Annual Rent in effect from time
to time by paying the Monthly Installment of Rent then in effect on or before
the first day of each full calendar month during the Term, except that the
first month's rent shall be paid upon the execution of this Lease.  The
Monthly Installment of Rent in effect at any time shall be one-twelfth of
the Annual Rent in effect at such time.  Rent for any period during the Term
which is less than a full month shall be a prorated portion of the Monthly
Installment of Rent based upon a thirty (30) day month.  Said rent shall be
paid to Landlord, without deduction or offset and without notice or demand,
at the Landlord's address, as set forth on the Reference Page, or to such
other person or at such other place as Landlord may from time to time
designate in writing.

    3.2  Tenant recognizes that late payment of any rent or other sum due
under this Lease will result in administrative expense to Landlord, the
extent of which additional expense is extremely difficult and economically
impractical to ascertain.  Tenant therefore agrees that if rent or any other
sum is not paid within ten (10) days of when due and payable pursuant to this
Lease, a late charge shall be imposed in an amount equal to the greater of:
(a) Fifty Dollars ($50.00), or (b) a sum equal to five percent (5%) per month
of the unpaid rent or other payment.  The amount of the late charge to be
paid by Tenant shall be reassessed and added to Tenant's obligation for each
successive monthly period until paid.  The provisions of this Section 3.2 in
no way relieve Tenant of the obligation to pay rent or other payments on or
before the date on which they are due, nor do the terms of this Section 3.2
in any way affect Landlord's remedies pursuant to Article 19 of this Lease in
the event said rent or other payment in unpaid after date due.

4.  RENT ADJUSTMENTS.

    4.1  For the purpose of this Article 4, the following terms are defined
as follows:

         4.1.1  Lease Year:  Each calendar year falling partly or wholly
within the Term.

         4.1.2  Direct Expenses:  All direct costs of operation, maintenance,
repair and management of the Building (including the amount of any credits
which Landlord may grant to particular tenants of the Building in lieu of
providing any standard services or paying any standard costs described in
this Section 4.1.2 for similar tenants), as determined in accordance with
generally accepted accounting principles, including the following costs by
way of illustration, but not limitation:  water and sewer charges; insurance
charges of or relating to all insurance policies and endorsements deemed by
Landlord to be reasonably necessary or desirable and relating in any manner
to the protection, preservation, or operation of the Building or any part
thereof; utility costs, including, but not limited to, the cost of heat,
light, power, steam, gas, and waste disposal; the cost of janitorial
services; the cost of security and alarm services; window cleaning costs;
labor costs; costs and expenses of managing the Building including management
fees; air conditioning maintenance costs; elevator maintenance fees and
supplies; material costs; equipment costs including the cost of maintenance,
repair and service agreements and rental and leasing costs; purchase costs of
equipment other than capital items; current rental and leasing costs of items
which would be amortizable capital items if purchased; tool costs; licenses,
permits and inspection fees; wages and salaries; employee benefits and
payroll taxes; accounting and legal fees; any sales, use or service taxes
incurred in connection therewith.  Direct Expenses shall not include
depreciation or amortization of the Building or equipment in the Building
except as provided herein, loan principal payments, costs of alterations of
tenants, premises, leasing costs (including accounting and legal) and
commissions, capital items except as provided in (i), interest expenses on
long-term borrowings, advertising costs or management salaries for executive
personnel other than personnel located at the Building. In addition, Landlord
shall be entitled to amortize and include as an additional rental adjustment:
(i) an allocable portion of the cost of capital improvement items which are
reasonably calculated to reduce operating expenses; (ii) fire sprinklers and
suppression systems and other life safety systems; and (iii) other capital
expenses which are required under any governmental laws, regulations or
ordinances which were not applicable to the Building at the time it was
constructed.  All such costs shall be amortized over the reasonable life of
such improvements in accordance with such reasonable life and amortization
schedules as shall be determined by Landlord in accordance with generally
accepted accounting principles, with interest on the unamortized amount at

                                      2.

<PAGE>

one percent (1%) in excess of the prime lending rate announced from time to
time as such by The Northern Trust Company of Chicago, Illinois.

         4.1.3  Taxes:  Real estate taxes and any other taxes, charges and
assessments which are levied with respect to the Building or the land
appurtenant to the Building, or with respect to any improvements, fixtures
and equipment or other property of Landlord, real or personal, located in the
Building and used in connection with the operation of the Building and said
land, any payments to any ground lessor in reimbursement of tax payments made
by such lessor; and all fees, expenses and costs incurred by Landlord in
investigating, protesting, contesting or in any way seeking to reduce or
avoid increase in any assessments, levies or the tax rate pertaining to any
Taxes to be paid by Landlord in any Lease Year.  Taxes shall not include any
corporate franchise, or estate, inheritance or net income tax, or tax imposed
upon any transfer by Landlord of its interest in this Lease or the Building.

    4.2  If in any Lease Year, (i) Direct Expenses paid or incurred shall
exceed Direct Expenses paid or incurred in the Base Year (Direct Expenses)
and/or (ii) Taxes paid or incurred by Landlord in any Lease Year shall exceed
the amount of such Taxes which became due and payable in the Base Year
(Taxes), Tenant shall pay as additional rent for such Lease Year Tenant's
Proportionate Share of such excess.

    4.3  The annual determination of Direct Expenses shall be made by
Landlord and if certified by a nationally recognized firm of public
accountants selected by Landlord shall be binding upon Landlord and Tenant.
Tenant may review the books and records supporting such determination in the
office of Landlord, or Landlord's agent, during normal business hours, upon
giving Landlord five (5) days advance written notice within sixty (60) days
after receipt of such determination, but in no event more often than once in
any one year period.  In the event that during all or any portion of any
Lease Year, the Building is not fully rented and occupied Landlord may make
any appropriate adjustment in occupancy-related Direct Expenses for such year
for the purpose of avoiding distortion of the amount of such Direct Expenses
to be attributed to Tenant by reason of variation in total occupancy of the
Building, by employing sound accounting and management principles to
determine Direct Expenses that would have been paid or incurred by Landlord
had the Building been fully rented and occupied, and the amount so determined
shall be deemed to have been Direct Expenses for such Lease Year.

    4.4  Prior to the actual determination thereof for a Lease Year, Landlord
may from time to time estimate Tenant's liability for Direct Expenses and/or
Taxes under Section 4.2, Article 6 and Article 28 for the Lease Year or
portion thereof.  Landlord will give Tenant written notification of the
amount of such estimate and Tenant agrees that it will pay, by increase of
its Monthly Installments of Rent due in such Lease Year, additional rent in
the amount of such estimate.  Any such increased rate of Monthly Installments
of Rent pursuant to this Section 4.4 shall remain in effect until further
written notification to Tenant pursuant hereto.

    4.5  When the above mentioned actual determination of Tenant's liability
for Direct Expenses and/or Taxes is made for any Lease Year and when Tenant
is so notified in writing, then:

         4.5.1  If the total additional rent Tenant actually paid pursuant to
Section 4.3 on account of Direct Expenses and/or Taxes for the Lease Year is
less than Tenant's liability for Direct Expenses and/or Taxes, then Tenant
shall pay such deficiency to Landlord as additional rent in one lump sum
within thirty (30) days of receipt of Landlord's bill therefor; and

         4.5.2  If the total additional rent Tenant actually paid pursuant to
Section 4.3 on account of Direct Expenses and/or Taxes for the Lease Year is
more than Tenant's liability for Direct Expenses and/or Taxes, then Landlord
shall credit the difference against the then next due payments to be made by
Tenant under this Lease.  Tenant shall not be entitled to a credit by reason
of actual Direct Expenses and/or Taxes in any Lease Year being less than
Direct Expenses and/or Taxes in the Base Year (Direct Expenses and/or Taxes).

    4.6  If the Commencement Date is other than January 1 or if the
Termination Date is other than December 31, Tenant's liability for Direct
Expenses and Taxes for the Lease Year in which said Date occurs shall be
prorated based upon a three hundred sixty-five (365) day year.

5.  SECURITY DEPOSIT.

Tenant shall deposit the Security Deposit with Landlord upon the execution of
this Lease.  Said sum shall be held by Landlord as security for the faithful
performance by Tenant of all the terms, covenants and conditions of this
Lease to be kept and performed by Tenant and not as an advance rental deposit
or as a measure of Landlord's damage in case of Tenant's default.  If Tenant
defaults with respect to any provision of this Lease, Landlord may use any
part of the Security Deposit for the payment of any rent or any other sum in
default, or for the payment of any amount which Landlord may spend or become
obligated to spend by reason of Tenant's default, or to compensate Landlord
for any other loss or damage which Landlord may suffer by reason of Tenant's
default.  If

                                      3

<PAGE>

any portion is so used, Tenant shall within five (5) days after written
demand therefor, deposit with Landlord an amount sufficient to restore the
Security Deposit to its original amount and Tenant's failure to do so shall
be a material breach of this Lease.  Except to such extent, if any, as shall
be required by law, Landlord shall not be required to keep the Security
Deposit separate from its general funds, and Tenant shall not be entitled to
interest on such deposit.  If Tenant shall fully and faithfully perform every
provision of this Lease to be performed by it, the Security Deposit or any
balance thereof shall be returned to Tenant at such time after termination of
this Lease when Landlord shall have determined that all of Tenant's
obligations under this Lease have been fulfilled.

6.  ALTERATIONS.

    6.1  Except for those, if any, specifically provided for in Exhibit B to
this Lease, Tenant shall not make or suffer to be made any alterations,
additions, or improvements, including, but not limited to, the attachment of
any fixtures or equipment in, on, or to the Premises or any part thereof or
the making of any improvements as required by Article 7, without the prior
written consent of Landlord, which consent shall not be unreasonably
withheld, delayed or conditioned.  When applying for such consent, Tenant
shall, if requested by Landlord, furnish complete plans and specifications
for such alterations, additions and improvements, to the extent same are
available.

    6.2  In the event Landlord consents to the making of any such
alteration, addition or improvement by Tenant, the same shall be made using
Landlord's contractor (unless Landlord agrees otherwise) at Tenant's sole
cost and expense.  If Tenant shall employ any Contractor other than
Landlord's Contractor and such other Contractor or any Subcontractor of such
other Contractor shall employ any non-union labor or supplier, Tenant shall
be responsible for and hold Landlord harmless from any and all delays,
damages and extra costs suffered by Landlord as a result of any dispute with
any labor unions concerning the wage, hours, terms or conditions of the
employment of any such labor.  In any event Landlord may charge Tenant a
reasonable charge to cover its overhead as it relates to such proposed

    6.3  All alterations, additions or improvements proposed by Tenant shall
be constructed in accordance with all government laws, ordinances, rules and
regulations and Tenant shall, prior to construction, provide the additional
insurance required under Article 11 in such case, and also all such
assurances to Landlord, including but not limited to, waivers of lien, surety
company performance bonds and personal guaranties of individuals of substance
as Landlord shall reasonably require to assure payment of the costs thereof
and to protect Landlord and the Building and appurtenant land against any
loss from any mechanic's, materialmen's or other liens.  Tenant shall pay in
addition to any sums due pursuant to Article 4, any increase in real estate
taxes attributable to any such alteration, addition or improvement for so
long, during the Term, as such increase is ascertainable; at Landlord's
election said sums shall be paid in the same way as sums due under Article 4.

    6.4  All alterations, additions, and improvements in, on, or to the
Premises made or installed by Tenant, including carpeting, shall be and
remain the property of Tenant during the Term but, excepting furniture,
furnishings, movable partitions of less than full height from floor to
ceiling and other trade fixtures, shall become a part of the realty and belong
to Landlord without compensation to Tenant upon the expiration or sooner
termination of the Term, at which time title shall pass to Landlord under
this Lease as by a bill of sale, unless Landlord elects otherwise.  Upon such
election by Landlord, Tenant shall upon demand by Landlord, at Tenant's sole
cost and expense, forthwith and with all due diligence remove any such
alterations, additions or improvements which are designated by Landlord to be
removed, and Tenant shall forthwith and with all due diligence, at its sole
cost and expense, repair and restore the Premises to their original
condition, reasonable wear and tear and damage by fire or other casualty
excepted.

7.  REPAIR.

    7.1  Landlord shall have no obligation to alter, remodel, improve,
repair, decorate or paint the Premises, except as specified in Exhibit B if
attached to this Lease and except that Landlord shall repair and maintain the
structural portions of the Building, including the basic plumbing, air
conditioning, heating and electrical systems installed or furnished by
Landlord.  By taking possession of the Premises, and subject to provisions
elsewhere in this Lease, Tenant accepts them as being in good order,
condition and repair and in the condition in which Landlord is obligated to
deliver them.  It is hereby understood and agreed that no representations
respecting the condition of the Premises or the Building have been made by
Landlord to Tenant, except as specifically set forth in this Lease.

    7.2  Tenant shall, at all times during the Term, keep the Premises in
good condition and repair excepting damage by fire, or other casualty, and
in compliance with all applicable governmental laws, ordinances and
regulations, promptly complying with all governmental orders and directives
for the correction, prevention and abatement of any violations or nuisances
in or upon, or connected with, the Premises, all at Tenant's sole expense.

                                      4
<PAGE>

     7.3  Landlord shall not be liable for any failure to make any repairs or
to perform any maintenance unless such failure shall persist for an
unreasonable time after written (except for emergency) notice of the need or
such repairs or maintenance is given to Landlord by Tenant.

     7.4  Except as provided in Article 22, and 17.1 there shall be no
abatement of rent and no liability of Landlord by reason of any injury to or
interference with Tenant's business arising from the making of any repairs,
alterations or improvements in or to any portion of the Building or the
Premises or to fixtures, appurtenances and equipment in the Building. Except
to the extent, if any, prohibited by law, Tenant waives the right to make
repairs at Landlord's expense under any law, statute or ordinance now or
hereafter in effect.

     7.5  Tenant hereby waives and releases its right to make repairs at
Landlord's expense under Section 1941 and 1942 of the California Civil Code
and its right to terminate the Lease under Section 1932(1) of the California
Civil Code or under any similar law, statute or ordinance now or hereafter in
effect.

8.  LIENS.

Tenant shall keep the Premises, the Building and appurtenant land and
Tenant's leasehold interest in the Premises free from any liens arising out
of any services, work or materials performed, furnished, or contracted for by
Tenant, or obligations incurred by Tenant. In the event that Tenant shall
not, within ten business days (10) days following the imposition of any such
lien, either cause the same to be released of record or provide Landlord
with insurance against the same issued by a major title insurance company or
such other protection against the same as Landlord shall accept, Landlord
shall have the right to cause the same to be released by such means as it
shall deem proper, including payment of the claim giving rise to such lien.
All such sums paid by Landlord and all expenses incurred by it in connection
therewith shall be considered additional rent and shall be payable to it by
Tenant on demand. Landlord shall have the right at all times to post and keep
posted on the Premises any notices permitted or required by law, or that
Landlord shall deem proper, for the protection of Landlord, the Premises, the
Building, and any other party having an interest therein, from mechanics' and
materialmen's liens, and Tenant shall give to Landlord at least five
business days' prior notice of commencement of any construction on the
Premises.

9.  ASSIGNMENT AND SUBLETTING.

     9.1  Except as provided in 9.7, Tenant shall not have the right to
assign or pledge this Lease or to sublet the whole or any part of the
Premises whether voluntarily or by operation of law, or permit the use or
occupancy of the Premises by anyone other than Tenant, and shall not make,
suffer or permit such assignment, subleasing or occupancy without the prior
written consent of Landlord, and said restrictions shall be binding upon any
and all assignees of the Lease and subtenants of the Premises. In the event
Tenant desires to sublet, or permit such occupancy of, the Premises, or any
portion thereof, or assign this Lease, Tenant shall give written notice
thereof to Landlord at least sixty (60) days but no more than one hundred
eighty (180) days prior to the proposed commencement date of such subletting
or assignment, which notice shall set forth the name of the proposed
subtenant or assignee, the relevant terms of any sublease or assignment and
copies of financial reports and other relevant financial reports and other
relevant financial information of the proposed subtenant or assignee.

     9.2  Notwithstanding any assignment or subletting, permitted or
otherwise, Tenant shall at all times remain directly, primarily and fully
responsible and liable for the payment of the rent specified in this Lease
and for compliance with all of its other obligations under the terms,
provisions and covenants of this Lease. Upon the occurrence of an Event of
Default, if the Premises or any part of them are then assigned or sublet,
Landlord, in addition to any other remedies provided in this Lease or
provided by law, may, at its option, collect directly from such assignee or
subtenant all rents due and becoming due to Tenant under such assignment or
sublease and apply such rent against any sums due to Landlord from Tenant
under this Lease, and no such collection shall be construed to constitute a
novation or release of Tenant from the further performance of Tenant's
obligations under this Lease.

     9.3  In addition to Landlord's right to approve of any subtenant or
assignee, Landlord shall have the option, in its sole discretion, in the
event of any proposed subletting or assignment, to terminate this Lease, or
in the case of a proposed subletting of less than the entire Premises, to
recapture the portion of the Premises to be sublet, as of the date the
subletting or assignment is to be effective. The option shall be exercised,
if at all, by Landlord giving Tenant written notice given by Landlord to
Tenant within thirty (30) days following Landlord's receipt of Tenant's
written notice as required above. If this lease shall be terminated with
respect to the entire Premises pursuant to this Section, the Term of this
Lease shall end on the date stated in Tenant's notice as the effective date
of the sublease or assignment as if that date had been originally fixed in
this Lease for the expiration of the Term. If Landlord recaptures under this
Section only a portion of the Premises, the rent to be paid from time to time
during the unexpired Term shall abate proportionately based on the proportion
by which the approximate square footage of the remaining portion of the
Premises shall be less than that of the Premises as of the date immediately
prior to such recapture. Tenant shall, at Tenant's own cost and expense,
discharge in full any outstanding commission obligation

                                       5


<PAGE>

on the part of Landlord with respect to this Lease, and any commissions
which may be due and owing as a result of any proposed assignment or
subletting, whether or not the Premises are recaptured pursuant to this
Section 9.3 and rented by Landlord to the proposed tenant or any other tenant.

     9.4  In the event that Tenant sells, sublets, assigns or transfers this
Lease, Tenant shall pay to Landlord as additional rent an amount equal to
fifty percent (50%) of any Increased Rent (as defined below) when and as such
Increased Rent is received by Tenant. As used in this Section, "Increased
Rent" shall mean the excess of (i) all rent and other consideration which
Tenant is entitled to receive by reason of any sale, sublease, assignment or
other transfer of this Lease, over (ii) the rent otherwise payable by Tenant
under this Lease at such time. For purposes of the foregoing, any
consideration received by Tenant in form other than cash shall be valued at
its fair market value as determined by Landlord in good faith.

     9.5 Notwithstanding any other provision hereof, Tenant shall have no
right to make (and Landlord shall have the absolute right to refuse consent
to) any assignment of this Lease or sublease of any portion of the Premises
if at the time of either Tenant's notice of the proposed assignment or
sublease or the proposed commencement date thereof, there shall exist any
uncured default of Tenant or matter which will become a default of Tenant
*(unless such default is cured prior to assignment or sublease commencement
date) with passage of time unless cured, or if the proposed assignee or
sublessee is an entity; (a) with which Landlord is already in negotiation as
evidenced by the issuance of a written proposal; (b) is already an occupant
of the Building unless Landlord is unable to provide the amount of space
required by such occupant; (c) is a governmental agency; (d) is incompatible
with the character of occupancy of the Building; or (e) would subject the
Premises to a use which would: (i) involve increased personnel or wear upon
the Building; (ii) violate any exclusive right granted to another tenant of
the Building; (iii) require any addition to or modification of the Premises
or the Building in order to comply with building code or other governmental
requirements; or, (iv) involve a violation of Section 1.2. Tenant expressly
agrees that Landlord shall have the absolute right to refuse consent to any
such assignment or sublease and that for the purposes of any statutory or
other requirement of reasonableness on the part of Landlord such refusal
shall be reasonable.

     9.6  Upon any request to assign or sublet, Tenant will pay to Landlord
the Assignment/Subletting Fee plus, on demand, a sum equal to all of
Landlord's costs, including reasonable attorney's fees, incurred in
investigating and considering any proposed or purported assignment or pledge
of this Lease or sublease of any of the Premises, regardless of whether
Landlord shall consent to, refuse consent, or determine that Landlord's
consent is not required for, such assignment, pledge or sublease. Any
purported sale, assignment, mortgage, transfer of this Lease or subletting
which does not comply with the provisions of this Article 9 shall be void.

     9.7  Not withstanding anything contained in this lease to the contrary,
if Tenant is a corporation, partnership or trust, the first transfer or
change within the initial term of this Lease in the number or ownership of
the outstanding voting shares of the corporation, the general partnership
interests in the partnership or the identity of the persons or entities
controlling the activities of such partnership or trust resulting in the
persons or entities owning or controlling a majority of such shares,
partnership interests or activities of such partnership or trust at the
beginning of such period no longer having such ownership or control shall be
regarded as equivalent to an assignment of this Lease to the persons or
entities acquiring such ownership or control and shall not be subject to all
the provisions of this Article 9 to the same extent and for all intents and
purposes as though such an assignment except, Tenant shall notify Landlord in
writing of said changes, such as becoming a publicly traded corporation. A
mortgage on Tenant's personal property shall not be deemed an assignment
hereunder.

10. INDEMNIFICATION.

None of the Landlord Entities shall be liable and Tenant hereby waives all
claims against them for any damage to any property or any injury to any
person in or about the Premises or the Building by or from any cause
whatsoever (including without limiting the foregoing, rain or water leakage
of any character from the roof, windows, walls, basement, pipes, plumbing
works or appliances, the Building not being in good condition or repair, gas,
fire, oil, electricity or theft), except to the extent caused by or arising
from the gross negligence or willful misconduct of Landlord or its agents,
employees or contractors. Tenant shall protect, indemnify and hold the
Landlord Entities harmless from and against any and all loss, claims,
liability or costs (including court costs and attorney's fees) incurred by
reason of (a) any damage to any property (including but not limited to
property of any Landlord Entity) or any injury (including but not limited to
death) to any person occurring in, on or about the Premises or the Building
to the extent that such injury or damage shall be caused by or arise from any
actual or alleged act, neglect, fault, or omission by or of Tenant, its
agents, servants, employees, invitees, or visitors to meet any standards
imposed by any duty with respect to the injury or damage; (b) the conduct or
management of any work or thing whatsoever done by the Tenant in or about the
Premises or from transactions of the Tenant concerning the Premises; (c)
Tenant's failure to comply with any and all governmental laws, ordinances and
regulations applicable to the condition or use of the Premises or its
occupancy; or (d) any breach or default on the part of Tenant in the
performance of any covenant or agreement on the part of the Tenant to be
performed pursuant to this Lease. The


                                       6


<PAGE>

provisions of this Article shall survive the termination of this Lease with
respect to any claims or liability accruing prior to such termination.

11. INSURANCE.

     11.1  Tenant shall keep in force throughout the Term: (a) a Commercial
General Liability insurance policy or policies to protect the Landlord
Entities against any liability to the public or to any invitee of Tenant or a
Landlord Entity incidental to the use of or resulting from any accident
occurring in or upon the Premises with a limit of not less than $1,000,000.00
per occurrence and not less than $2,000,000.00 in the annual aggregate, or
such larger amount as Landlord may prudently require from time to time,
covering bodily injury and property damage liability and $1,000,000
products/completed operations aggregate; (b) Business Auto Liability covering
owned, non-owned and hired vehicles with a limit of not less than
$1,000,000 per accident; (c) insurance protecting against liability under
Worker's Compensation Laws with limits at least as required by statute; (d)
Employers Liability with limits of $500,000 each accident, $500,000 disease
policy limit, $500,000 disease--each employee; (e) All Risk or Special Form
coverage protecting Tenant against loss of or damage to Tenant's alterations,
additions, improvements, carpeting, floor coverings, panelings, decorations,
fixtures, inventory and other business personal property situated in or about
the Premises to the full replacement value of the property so insured; and,
(f) Business Interruption Insurance with limit of liability representing loss
of at least approximately six months of income.

     11.2  Each of the aforesaid policies shall (a) be provided at Tenant's
expense; (b) name the Landlord and the building management company, if any,
as additional insureds; (c) be issued by an insurance company with a minimum
Best's rating of "A;VII" during the Term; and (d) provide that said
insurance shall not be cancelled unless thirty (30) days prior written notice
(ten days for non-payment of premium) shall have been given to Landlord; and
said policy or policies or certificates thereof shall be delivered to
Landlord by Tenant upon the Commencement Date and at least thirty (30) days
prior to each renewal of said insurance.

     11.3  Whenever Tenant shall undertake any alterations, additions or
improvements in, to or about the Premises ("Work") the aforesaid insurance
protection must extend to and include injuries to persons and damage to
property arising in connection with such Work, without limitation including
liability under any applicable structural work act, and such other insurance
as Landlord shall require; and the policies of or certificates evidencing
such insurance must be delivered to Landlord prior to the commencement of any
such Work.

12.  WAIVER OF SUBROGATION.

So long as their respective insurers so permit, Tenant and Landlord hereby
mutually waive their respective rights of recovery against each other for any
loss insured by fire, extended coverage, all risks or other insurance now or
hereafter existing for the benefit of the respective party but only to the
extent of the net insurance proceeds payable under such policies. Each party
shall obtain any special endorsements required by their insurer to evidence
compliance with the aforementioned waiver.

13.  SERVICES AND UTILITIES.

     13.1  Provided Tenant shall not be in default (after notice and the
expiration of applicable cure periods) under this Lease, and subject to the
other provisions of this Lease, Landlord agrees to furnish to the Premises
during ordinary business hours on generally recognized business days (but
exclusive in any event of Sundays and legal holidays), the following services
and utilities subject to the rules and regulations of the Building prescribed
from time to time: (a) water suitable for normal office use of the Premises;
(b) heat and air conditioning required in Landlord's judgment for the use and
occupation of the Premises; (c) cleaning and janitorial service; (d) elevator
service by nonattended automatic elevators; (e) such window washing as may
from time to time in Landlord's judgment be reasonably required; and, (f)
equipment to bring to Tenant's meter, electricity for lighting, convenience
outlets and other normal office use. To the extent that Tenant is not billed
directly by a public utility, Tenant shall pay, upon demand, as additional
rent, for Tenant's pro-rata share of the master metered electricity used. The
charge shall be at the rates charged for such services by the local public
utility. Landlord shall not be liable for, and Tenant shall not be entitled
to, any abatement or reduction of rental by reason of Landlord's failure to
furnish any of the foregoing, unless such failure shall persist for an
unreasonable time after written notice of such failure is given to Landlord
by Tenant and provided further that Landlord shall not be liable when such
failure is caused by accident, breakage, repairs, labor disputes of any
character, energy usage restrictions or by any other cause, similar or
dissimilar, beyond the reasonable control of Landlord. Landlord shall use
reasonable efforts to remedy any interruption in the furnishing of services
and utilities.

     13.2  Should Tenant require any additional work or service, as described
above, including services furnished outside ordinary business hours specified
above, Landlord may, on terms to be agreed, upon reasonable advance notice by
Tenant, furnish such additional service and Tenant agrees to pay Landlord
such charges as may


                                       7



<PAGE>

be agreed upon, including any tax imposed thereon, but in no event at a
charge less than Landlord's actual cost plus overhead for such additional
service and, where appropriate, a reasonable allowance for depreciation of
any systems being used to provide such service.

     13.3  Wherever heat-generating machines or equipment are used by Tenant
in the Premises which affect the temperature otherwise maintained by the air
conditioning system, Landlord reserves the right to install supplementary air
conditioning units in or for the benefit of the Premises and the cost
thereof, including the cost of installation and the cost of operations and
maintenance, shall be paid by Tenant to Landlord upon demand as such
additional rent.

     13.4  Tenant will not, without the written consent of Landlord, use any
apparatus or device in the Premises, including but not limited to, electronic
data processing machines and machines using current in excess of 200 watts or
110 volts, which will in any way increase the amount of electricity or water
usually furnished or supplied for use of the Premises for normal office use,
nor connect with electric current, except through existing electrical outlets
in the Premises, or water pipes, any apparatus or device for the purposes of
using electrical current or water. If Tenant shall require water or electric
current in excess of that usually furnished or supplied for use of the
Premises as normal office use, Tenant shall procure the prior written consent
of Landlord for the use thereof, which Landlord may refuse, and if Landlord
does consent, Landlord may cause a water meter or electric current meter to
be installed so as to measure the amount of such excess water and electric
current. The cost of any such meters shall be paid for by Tenant. Tenant
agrees to pay as additional rent to Landlord promptly upon demand therefor,
the cost of all such excess water and electric current consumed (as shown by
said meters, if any, or, if none, as reasonably estimated by Landlord) at the
rates charged for such services by the local public utility or agency, as the
case may be, furnishing the same, plus any additional expense incurred in
keeping account of the water and electric current so consumed.

14.  HOLDING OVER.

Tenant shall pay Landlord for each day Tenant retains possession of the
Premises or part of them after termination of this Lease by lapse of time or
otherwise at the rate ("Holdover Rate") which shall be 150% of the greater
of: (a) the amount of the Annual Rent for the last period prior to the date
of such termination plus all Rent Adjustments under Article 4; and, (b) the
then market rental value of the Premises as determined by Landlord assuming a
new lease of the Premises of the then usual duration and other terms, in
either case prorated on a daily basis, and also pay all damages sustained by
Landlord by reason of such retention. If Landlord gives notice to Tenant of
Landlord's election to that effect, such holding over shall constitute
renewal of this Lease for a period from month to month or one year, whichever
shall be specified in such notice, in either case at the Holdover Rate, but
if the Landlord does not so elect, no such renewal shall result
notwithstanding acceptance by Landlord of any sums due hereunder after such
termination; and instead, a tenancy at sufferance at the Holdover Rate shall
be deemed to have been created. In any event, no provision of this Article 14
shall be deemed to waive Landlord's right of reentry or any other right under
this Lease or at law.

15.  SUBORDINATION.

Without the necessity of any additional document being executed by Tenant for
the purpose of effecting a subordination, this Lease shall be subject and
subordinate at all times to ground or underlying leases and to the lien of
any mortgages or deeds of trust now or hereafter placed on, against or
affecting the Building, Landlord's interest or estate in the Building, or any
ground or underlying lease; provided, however, that if the lessor, mortgagee,
trustee, or holder of any such mortgage or deed of trust elects to have
Tenant's interest in this Lease be superior to any such instrument, then, by
notice to Tenant, this Lease shall be deemed superior, whether this Lease was
executed before or after said instrument. Notwithstanding the foregoing,
Tenant covenants and agrees to execute and deliver upon demand such further
instruments evidencing such subordination or superiority of this Lease as may
be required by Landlord. Further notwithstanding, Landlord represents it will
use its best efforts to assure no such subordination shall result in a
termination of this Lease.

16.  RULES AND REGULATIONS.

Tenant shall faithfully observe and comply with all the rules and regulations
as set forth in Exhibit C to this Lease and all reasonable modifications of
and additions to them from time to time put into effect by Landlord. Landlord
shall not be responsible to Tenant for the non-performance by any other
tenant or occupant of the Building of any such rules and regulations.

17.  REENTRY BY LANDLORD.

     17.1  Landlord reserves and shall at all times have the right to
re-enter the Premises to inspect the same, to supply janitor service and any
other service to be provided by Landlord to Tenant under this Lease, to show
said

                                      8

<PAGE>

Premises to prospective purchasers, mortgagees or tenants, and to alter,
improve or repair the Premises and any portion of the Building, without
abatement of rent, except Landlord shall abate rent according to its own
discretion for extensive repairs not requested by Tenant that cause a
considerable portion of the premises to not be used by Tenant, and may for
that purpose erect, use and maintain scaffolding, pipes, conduits and other
necessary structures and open any wall, ceiling or floor in and through the
Building and Premises where reasonably required by the character of the work
to be performed, provided entrance to the Premises shall not be blocked
thereby, and further provided that the business of Tenant shall not be
interfered with unreasonably.

     17.2  Landlord shall have the right at any time to change the
arrangement and/or locations of entrances, or passageways, doors and
doorways, and corridors, windows, elevators, stairs, toilets or other public
parts of the Building and to change the name, number, or designation by which
the Building is commonly known. In the event that Landlord damages any
portion of any wall or wall covering, ceiling, or floor or floor covering
within the Premises, Landlord shall repair or replace the damaged portion to
match the original as nearly as commercially reasonable but shall not be
required to repair or replace more than the portion actually damaged.

     17.3  Tenant hereby waives any claim for damages for any injury or
inconvenience to or interference with Tenant's business, any loss of
occupancy or quiet enjoyment of the Premises, and any other loss occasioned
by any action of Landlord authorized by this Article 17. Tenant agrees to
reimburse Landlord, on demand, as additional rent, for any expenses which
Landlord may incur in thus effecting compliance with Tenant's obligations
under this Lease.

     17.4  For each of the aforesaid purposes, Landlord shall at all times
have and retain a key with which to unlock all of the doors in the Premises,
excluding Tenant's vaults and safes or special security areas (designated in
advance), and Landlord shall have the right to use any and all means which
Landlord may deem proper to open said doors in an emergency to obtain entry
to any portion of the Premises. As to any portion to which access cannot be
had by means of a key or keys in Landlord's possession, Landlord is
authorized to gain access by such means as Landlord shall elect and the cost
of repairing any damage occurring in doing so shall be borne by Tenant and
paid to Landlord as additional rent upon demand.

18.  DEFAULT

     18.1  Except as otherwise provided in Article 20, the following events
shall be deemed to be Events of Default under this Lease:

          18.1.1 Tenant shall fail to pay when due any sum of money becoming
due to be paid to Landlord under this Lease, whether such sum be any
installment of the rent reserved by this Lease, any other amount treated as
additional rent under this Lease, or any other payment or reimbursement to
Landlord required by this Lease, whether or not treated as additional rent
under this Lease, and such failure shall continue for a period of five days
after written notice from Landlord after ten (10) day grace period of 3.2
that such payment was not made when due, but if any such notice shall be
given, for the twelve month period commencing with the date of such notice,
the failure to pay within five days after due any additional sum of money
becoming due to be paid to Landlord under this Lease during such period shall
be an Event of Default, without notice.

          18.1.2 Tenant shall fail to comply with any term, provision or
covenant of this Lease which is not provided for in another Section of this
Article and shall not cure such failure within twenty (20) days extensions of
cure period subject to Landlord's reasonable consent (forthwith, if the
failure involves a hazardous condition) after written notice of such failure
to Tenant.

          18.1.3 Tenant shall fail to vacate the Premises immediately upon
termination of this Lease, by lapse of time or otherwise, or upon termination
of Tenant's right to possession only.

          18.1.4 Tenant shall become insolvent, admit in writing its
inability to pay its debts generally as they become due, file a petition in
bankruptcy or a petition to take advantage of any insolvency statute, make an
assignment for the benefit of creditors, make a transfer in fraud of
creditors, apply for or consent to the appointment of a receiver of itself or
of the whole or any substantial part of its property, or file a petition or
answer seeking reorganization or arrangement under the federal bankruptcy
laws, as now in effect or hereafter amended, or any other applicable law or
statute of the United States or any state thereof.

          18.1.5 A court of competent jurisdiction shall enter an order,
judgment or decree adjudication Tenant bankrupt, or appointing a receiver of
Tenant, or of the whole or any substantial part of its property, without the
consent of Tenant, or approving a petition filed against Tenant seeking
reorganization or arrangement of Tenant under the bankruptcy laws of the
United States, as now in effect or hereafter amended, or any state thereof,
and such order, judgment or decree shall not be vacated or set aside or
stayed within thirty (30) days from the date of entry thereof.

                                      9

<PAGE>

19.  REMEDIES.

     19.1  Upon the occurrence of any of such events of default described in
Article 18.1 or elsewhere in this Lease, Landlord shall have the following
rights and remedies in addition to all other rights or remedies available to
Landlord in law or equity:

          19.1.1 The rights and remedies provided by California Civil Code
Section 1951.2, including, but not limited to, the right to terminate
Tenant's right to possession of the Premises and to recover the worth at the
time of award of the amount by which the unpaid rent for the balance of the
Term after the time of award exceeds the amount of rental loss for the same
period that the Tenant proves could be reasonably avoided, as computed
pursuant to subsection (b) of said Section 1951.2;

          19.1.2 The rights and remedies provided by California Civil Code
Section 1951.4, that allows Landlord to continue this Lease in effect and to
enforce all of its rights and remedies under this Lease, including the right
to recover rent as it becomes due, for so long as Landlord does not terminate
Tenant's right to possession; provided, however, if Landlord elects to
exercise its remedies described in this subsection and Landlord does not
terminate this Lease, and if Tenant requests Landlord's consent to an
assignment of this Lease or a sublease of the Premises at such time as Tenant
is in default, Landlord shall not unreasonably withhold its consent to such
assignment or sublease. Acts of maintenance or preservation, efforts to relet
the Premises or the appointment of a receiver upon Landlord's initiative to
protect its interest under this Lease shall not constitute a termination of
Tenant's right to possession;

          19.1.3 The right to terminate this Lease by giving notice to Tenant
in accordance with applicable law;

          19.1.4 The right and power, as attorney-in-fact for Tenant, to
enter the Premises and remove therefrom all persons and property, to store
such property in a public warehouse or elsewhere at the cost of and for the
account of Tenant, and to sell such property and apply the proceeds therefrom
pursuant to applicable California law. Landlord, as attorney-in-fact for
Tenant, may from time to time sublet the Premises or any part thereof for such
term or terms (which may extend beyond the Term) and at such rent and such
other terms as Landlord in its sole discretion may deem advisable, with the
right to make alterations and repairs to the Premises. Upon each such
subletting, (i) Tenant shall be immediately liable for payment to Landlord
of, in addition to indebtedness other than rent due hereunder, the cost of
such subletting and such alterations and repairs incurred by Landlord and the
amount, if any, by which the rent for the period of such subletting (to the
extent such period does not exceed the Term) exceeds the amount to be paid as
rent for the Premises for such period, or (ii) at the option of Landlord,
rents received from such subletting shall be applied, first, to payment of
any indebtedness other than rent due hereunder from Tenant to Landlord;
second, to the payment of any costs of such subletting and of such
alterations and repairs; third, to payment of rent due and unpaid hereunder;
and the residue, if any shall be held by Landlord and applied in payment of
future rent as the same become due hereunder. If Tenant has been credited
with any rent to be received by such subletting under clause (i) and such rent
shall not be promptly paid to Landlord by the subtenant(s), or if such
rentals received from such subletting under clause (ii) during any month are
less than those to be paid during that month by Tenant hereunder, Tenant
shall pay any such deficiency to Landlord. Such deficiency shall be
calculated and paid monthly. For all purposes set forth in this subparagraph,
Landlord is hereby irrevocably appointed attorney-in-fact for Tenant, with
power of substitution. No taking of possession of the Premises by Landlord,
as attorney-in-fact for Tenant, with power of substitution. No taking of
possession of the Premises by Landlord, as attorney-in-fact for Tenant, shall
be construed as an election on its part to terminate this Lease unless a
written notice of such intention is given to Tenant. Notwithstanding any such
subletting without termination, Landlord may at any time thereafter elect to
terminate this Lease for such previous breach; and

          19.1.5 The right to have a receiver appointed for Tenant upon
application by Landlord, to take possession of the Premises and to apply any
rental collected from the Premises and to exercise all other rights and
remedies granted to Landlord as attorney-in-fact for Tenant pursuant to
subparagraph 19.1.4.

          19.1.6 For purposes of this Article 19: "worth at the time of
award" shall be computed by allowing interest at a per annum rate of ten
percent and rent with respect to each month shall be deemed to be a monthly
rental arrived at by adding (i) one twelfth of the Annual Rent, plus (ii) an
amount equal to the monthly average of all the percentage rental received by
or payable to Landlord during the period that Tenant was conducting Tenant's
business in the Premises in the manner and to the extent required by this
Lease, plus (iii) one twelfth of any items of additional rent paid or payable
by Tenant hereunder during the 12 consecutive month period prior to the month
in which Tenant's default occurs or one twelfth of the annualized amount of
the additional rent paid or payable and the last day of the calendar month
prior to the month in which such default occurs, if such default occurs
during the first 12 calendar months of the Term).

     19.2  If, on account of any breach or default by Tenant in Tenant's
obligations under the terms and conditions of this Lease, it shall become
necessary or appropriate for Landlord to employ or consult with an attorney

                                      10
<PAGE>

concerning or to enforce or defend any of Landlord's rights or remedies
arising under this Lease, Tenant agrees to pay all Landlord's reasonable
attorney's fees so incurred. Tenant expressly waives any right to: (a) trial
by jury; and (b) service of any notice required by any present or future law
or ordinance applicable to landlords or tenants but not required by the terms
of this Lease.

     19.3  Pursuit of any of the foregoing remedies shall not preclude
pursuit of any of the other remedies provided in this Lease or any other
remedies provided by law (all such remedies being cumulative), nor shall
pursuit of any remedy provided in this Lease constitute a forfeiture or
waiver of any rent due to Landlord under this Lease or of any damages
accruing to Landlord by reason of the violation of any of the terms,
provisions and covenants contained in this Lease.

     19.4  No act or thing done by Landlord or its agents during the Term
shall be deemed a termination of this Lease or an acceptance of the surrender
of the Premises, and no agreement to terminate this Lease or accept a
surrender of said Premises shall be valid, unless in writing signed by
Landlord. No waiver by Landlord of any violation or breach of any of the
terms, provisions and covenants contained in this Lease shall be deemed or
construed to constitute a waiver of any other violation or breach of any of
the terms, provisions and covenants contained in this Lease. Landlord's
acceptance of the payment of rental or other payments after the occurrence of
an Event of Default shall not be construed as a waiver of such Default,
unless Landlord so notifies Tenant in writing. Forbearance by Landlord in
enforcing one or more of the remedies provided in this Lease upon an Event of
Default shall not be deemed or construed to constitute a waiver of such
Default or of Landlord's right to enforce any such remedies with respect to
such Default or any subsequent Default.

     19.5  To secure the payment of all rentals and other sums of money
becoming due from Tenant under this Lease, all goods, wares, equipment,
fixtures, furniture, inventory, accounts, contract rights, chattel paper and
other personal property of Tenant situated on the Premises, and such property
shall not be removed therefrom without the consent of Landlord until all
arrearages in rent as well as any and all other sums of money then due to
Landlord under this Lease shall first have been paid and discharged.

20.  TENANT'S BANKRUPTCY OR INSOLVENCY.

     20.1  If at any time and for so long as Tenant shall be subject to the
provisions of the United States Bankruptcy Code or other law of the United
States or any state thereof for the protection of debtors as in effect at
such time (each a "Debtor's Law"):

          20.1.1  Tenant, Tenant as debtor-in-possession, and any trustee or
receiver of Tenant's assets (each a "Tenant's Representative") shall have no
greater right to assume or assign this Lease or any interest in this Lease,
or to sublease any of the Premises than accorded to Tenant in Article 9,
except to the extent Landlord shall be required to permit such assumption,
assignment or sublease by the provisions of such Debtor's Law. Without
limitation of the generality of the foregoing, any right of any Tenant's
Representative to assume or assign this Lease or to sublease any of the
Premises shall be subject to the conditions that:

               20.1.1.1  Such Debtor's Law shall provide to Tenant's
Representative a right of assumption of this Lease which Tenant's
Representative shall have timely exercised and Tenant's Representative shall
have fully cured any default of Tenant under this Lease.

               20.1.1.2  Tenant's Representative or the proposed assignee, as
the case shall be, shall have deposited with Landlord as security for the
timely payment of rent an amount equal to the larger of: (a) three months'
rent and other monetary charges accruing under this Lease; and (b) any sum
specified in Article 5; and shall have provided Landlord with adequate other
assurance of the future performance of the obligations of the Tenant under
this Lease. Without limitation, such assurances shall include, at least, in
the case of assumption of this Lease, demonstration to the satisfaction of
the Landlord that Tenant's Representative has and will continue to have
sufficient unencumbered assets after the payment of all secured obligations
and administrative expenses to assure Landlord that Tenant's Representative
will have sufficient funds to fulfill the obligations of Tenant under this
Lease; and, in the case of assignment, submission of current financial
statements of the proposed assignee, audited by an independent certified
public accountant reasonably acceptable to Landlord and showing a net worth
and working capital in amounts determined by Landlord to be sufficient to
assure the future performance by such assignee of all of the Tenant's
obligations under this Lease.


                                      11
<PAGE>


          20.1.1.3  The assumption or any contemplated assignment of this
Lease or subleasing any part of the Premises, as shall be the case, will not
breach any provision in any other lease, mortgage, financing agreement or
other agreement by which Landlord is bound.

          20.1.1.4  Landlord shall have, or would have had absent the
Debtor's Law, no right under Article 9 to refuse consent to the proposed
assignment or sublease by reason of the identity or nature of the proposed
assignee or sublessee or the proposed use of the Premises concerned.

21.  QUIET ENJOYMENT.

Landlord represents and warrants that it has full right and authority to
enter into this Lease and that Tenant, while paying the rental and performing
its other covenants and agreements contained in this Lease, shall peaceably
and quietly have, hold and enjoy the Premises for the Term without hindrance
or molestation from Landlord subject to the terms and provisions of this
Lease. Landlord shall not be liable for any interference or disturbance by
other tenants or third persons, nor shall Tenant be released from any of the
obligations of this Lease because of such interference or disturbance.

22.  DAMAGE BY FIRE, ETC.

     22.1  In the event the Premises or the Building are damaged by fire or
other cause and in Landlord's reasonable estimation such damage can be
materially restored within ninety (90) days, Landlord shall forthwith repair
the same and this Lease shall remain in full force and effect, except that
Tenant shall be entitled to a proportionate abatement in rent from the date
of such damage. Such abatement of rent shall be made pro rata in accordance
with the extent to which the damage and the making of such repairs shall
interfere with the use and occupancy by Tenant of the Premises from time to
time. Within forty-five (45) days from the date of such damage, Landlord
shall notify Tenant, in writing, of Landlord's reasonable estimation of the
length of time within which material restoration can be made, and Landlord's
determination shall be binding on Tenant. For purposes of this Lease, the
Building or Premises shall be deemed "materially restored" if they are in
such condition as would not prevent or materially interfere with Tenant's use
of the Premises for the purpose for which it was being used immediately
before such damage.

     22.2  If such repairs cannot, in Landlord's reasonable estimation, be
made within ninety (90) days, Landlord and Tenant shall each have the option
of giving the other, at any time with sixty (60) days after such damage,
notice terminating this Lease as of the date of such damage. In the event of
the giving of such notice, this Lease shall expire and all interest of the
Tenant in the Premises shall terminate as of the date of such damage as if
such date had been originally fixed in this Lease for the expiration of the
Term. In the event that neither Landlord nor Tenant exercises its option to
terminate this Lease, then Landlord shall repair or restore such damage, this
Lease continuing in full force and effect, and the rent hereunder shall be
proportionately abated as provided in Section 22.1.

     22.3  Landlord shall not be required to repair or replace any damage or
loss by or from fire or other cause to any panelings, decorations,
partitions, additions, railings, ceilings, floor coverings, office fixtures
or any other property or improvements installed on the Premises or belonging
to Tenant. Any insurance which may be carried by Landlord or Tenant against
loss or damage to the Building or Premises shall be for the sole benefit of
the party carrying such insurance and under its sole control.

     22.4  In the event that Landlord should fail to complete such repairs
and material restoration within sixty (60) days after the date estimated by
Landlord therefor as extended by this Section 22.4, Tenant may at its option
and as its sole remedy terminate this Lease by delivering written notice to
Landlord, within fifteen (15) days after the expiration of said period of
time, whereupon the Lease shall end on the date of such notice or such later
date fixed in such notice as if the date of such notice was the date
originally fixed in this Lease for the expiration of the Term; provided,
however, that if construction is delayed because of changes, deletions or
additions in construction requested by Tenant, strikes, lockouts, casualties,
Acts of God, war, material or labor shortages, government regulation or
control or other causes beyond the reasonable control of Landlord, the period
for restoration, repair or rebuilding shall be extended for the amount of
time Landlord is so delayed.

     22.5  Notwithstanding anything to the contrary contained in this
Article: (a) Landlord shall not have any obligation whatsoever to repair,
reconstruct, or restore the Premises when the damages resulting from any
casualty covered by the provisions of this Article 22 occur during the last
twelve (12) months of the Term or any extension thereof, but if Landlord
determines not to repair such damages Landlord shall notify Tenant and if
such damages shall render any material portion of the Premises untenantable
Tenant shall have the right to terminate this Lease by notice to Landlord
within fifteen (15) days after receipt of Landlord's notice; and (b) in the
event the holder of any


                                      12
<PAGE>


indebtedness secured by a mortgage or deed of trust covering the Premises or
Building requires that any insurance proceeds be applied to such
indebtedness, then Landlord shall have the right to terminate this Lease by
delivering written notice of termination to Tenant within fifteen (15) days
after such requirement is made by any such holder, whereupon this Lease shall
end on the date of such damage as if the date of such damage were the date
originally fixed in this Lease for the expiration of the Term.

     22.6  In the event of any damage or destruction to the Building or
Premises by any peril covered by the provisions of this Article 22, it shall
be Tenant's responsibility to properly secure the Premises and upon notice
from Landlord to remove forthwith, at its sole cost and expense, such portion
of all of the property belonging to Tenant or its licensees from such portion
or all of the Building or Premises as Landlord shall request.

     22.7  The provisions of this Lease, including this Article, constitute
an express agreement between Landlord and Tenant with respect to any and all
damage to, or destruction of, all or any part of the Premises or the Building
and any statute or regulation of the State of California, including, without
limitation, Sections 1932(2) and 1934(4) of the California Civil Code, with
respect to any rights or obligations concerning damage or destruction in the
absence of an express agreement between the parties, and any other statute or
regulation, now or hereafter in effect, shall have no application to the
Lease or any damage or destruction to all or any part of the Premises or the
Building.

23.  EMINENT DOMAIN.

If all or any substantial part of the Premises shall be taken or appropriated
by any public or quasi-public authority under the power of eminent domain, or
conveyance in lieu of such appropriation, either party to this Lease shall
have the right, at its option, of giving the other, at any time within thirty
(30) days after such taking, notice terminating this Lease, except that
Tenant may only terminate this Lease by reason of taking or appropriation, if
such taking or appropriation shall be so substantial as to materially
interfere with Tenant's use and occupancy of the Premises. If neither party
to this Lease shall so elect to terminate this Lease, the rental thereafter
to be paid shall be adjusted on a fair and equitable basis under the
circumstances. In addition to the rights of Landlord above, if any
substantial part of the Building shall be taken or appropriated by any public
or quasi-public authority under the power of eminent domain or conveyance in
lieu thereof, and regardless of whether the Premises or any part thereof are
so taken or appropriated, Landlord shall have the right, at its sole option,
to terminate this Lease. Landlord shall be entitled to any and all income,
rent, award, or any interest whatsoever in or upon any such sum, which may be
paid or made in connection with any such public or quasi-public use or
purpose, and Tenant hereby assigns to Landlord any interest it may have in or
claim to all or any part of such sums, other than any separate award which
may be made with respect to Tenant's trade fixtures and moving expenses;
Tenant shall make no claim for the value of any unexpired Term.

24.  SALE BY LANDLORD.

In event of a sale or conveyance by Landlord of the Building, the same shall
operate to release Landlord from any future liability upon any of the
covenants or conditions, expressed or implied, contained in this Lease in
favor of Tenant, and in such event Tenant agrees to look solely to the
responsibility of the successor in interest of Landlord in and to this Lease.
Except as set forth in this Article 24, this Lease shall not be affected by
any such sale and Tenant agrees to attorn to the purchaser or assignee. If
any security has been given by Tenant to secure the faithful performance of
any of the covenants of this Lease, Landlord may transfer or deliver said
security, as such, to Landlord's successor in interest and thereupon Landlord
shall be discharged from any further liability with regard to said security.

25.  ESTOPPEL CERTIFICATES.

Within (10) days following any written request which Landlord may make from
time to time, Tenant shall execute and deliver to Landlord or mortgagee or
prospective mortgagee a sworn statement certifying: (a) the date of
commencement of this Lease; (b) the fact that this Lease is unmodified and in
full force and effect (or, if there have been modifications to this Lease,
that this Lease is in full force and effect, as modified, and stating the
date and nature of such modifications); (c) the date to which the rent and
other sums payable under this Lease have been paid; (d) the fact that there
are no current defaults under this Lease by either Landlord or Tenant except
as specified in Tenant's statement; and (e) such other matters as may be
requested by Landlord. Landlord and Tenant intend that any statement
delivered pursuant to this Article 25 may be relied upon by any mortgagee,
beneficiary or purchaser and Tenant shall be liable for all loss, cost or
expense resulting from the failure of any sale or funding of any loan caused
by any material misstatement contained in such estoppel certificate. Tenant
irrevocably agrees that if Tenant fails to execute and deliver such
certificate within such ten (10) day period Landlord or Landlord's
beneficiary or agent may execute and deliver such certificate on Tenant's
behalf, and that such certificate shall be fully binding on Tenant.


                                      13

<PAGE>

26.  SURRENDER OF PREMISES.

     26.1   Tenant shall, at least thirty (30) days before the last day of
the Term, arrange to meet Landlord for a joint inspection of the Premises.
In the event of Tenant's failure to arrange such joint inspection to be held
prior to vacating the Premises, Landlord's inspection at or after Tenant's
vacating the Premises shall be conclusively deemed correct for purposes of
determining Tenant's responsibility for repairs and restoration.

     26.2   At the end of the Term or any renewal of the Term or sooner
termination of this Lease, Tenant will peaceably deliver up to Landlord
possession of the Premises, together with all improvements or additions upon
or belonging to the same, by whomsoever made, in the same conditions received
or first installed, broom clean and free of all debris, excepting only
ordinary wear and tear and damage by fire or other casualty. Tenant may, and
at Landlord's request shall, at Tenant's sole cost, remove upon termination
of this Lease, any and all furniture, furnishings, movable partitions of less
than full height from floor to ceiling, trade fixtures and other property
installed by Tenant, title to which will not be in or pass automatically to
Landlord upon such termination, repairing all damage caused by such removal.
Property not so removed shall, unless requested to be removed, be deemed
abandoned by the Tenant and title to the same shall thereupon pass to
Landlord under this Lease as by a bill of sale. All other alterations,
additions and improvements in, on or to the Premises shall be dealt with and
disposed of as provided in Article 6 hereof.

     26.3    All obligations of Tenant under this Lease not fully performed
as of the expiration or earlier termination of the Term shall survive the
expiration or earlier termination of the Term. In the event that Tenant's
failure to perform prevents Landlord from releasing the Premises, Tenant
shall continue to pay rent pursuant to the provisions of Article 14 until
such performance is complete. Upon the expiration or earlier termination of
the Term, Tenant shall pay to Landlord the amount, as estimated by Landlord,
necessary to repair and restore the Premises as provided in this Lease and/or
to discharge Tenant's obligation for unpaid amounts due or to become due to
Landlord.  All such amounts shall be used and held by Landlord for payment of
such obligations of Tenant, with Tenant being liable for any additional costs
upon demand by Landlord, or with any excess to be returned to Tenant after
all such obligations have been determined and satisfied.  Any otherwise
unused Security Deposit shall be credited against the amount payable by
Tenant under this Lease.

27.  NOTICES

Any notice or document required or permitted to be delivered under this Lease
shall be addressed to the intended recipient, shall be transmitted
personally, by fully prepaid registered or certified United States Mail
return receipt requested, or by reputable independent contract delivery
service furnishing a written record of attempted or actual delivery, and shall
be deemed to be delivered when tendered for delivery to the addressee at its
address set forth on the Reference Page, or at such other address as it has
then last specified by written notice delivered in accordance with this
Article 27, or if to Tenant at either its aforesaid address or its last known
registered office or home of a general partner or individual owner, whether
or not actually accepted or received by the addressee.

28.   TAXES PAYABLE BY TENANT

In addition to rent and other charges to be paid by Tenant under this Lease,
Tenant shall reimburse to Landlord, upon demand, any and all taxes payable by
Landlord (other than net income taxes) whether or not now customary or within
the  contemplation of the parties to this Lease: (a) upon, allocable to, or
measured by or on the gross or net rent payable under this Lease, including
without limitation any gross income tax or excise tax levied by the State,
any political subdivision thereof, or the Federal Government with respect to
the receipt of such rent; (b) upon or with respect to the possession,
leasing, operation, management, maintenance, alteration, repair, use or
occupancy of the Premises or any portion thereof, including any sales, use or
service tax imposed as a result thereof; (c) upon or measured by the Tenant's
gross receipts or payroll or the value of Tenant's equipment, furniture,
fixtures and other personal property of Tenant or leasehold improvements,
alterations or additions located in the Premises; or (d) upon this
transaction or any document to which Tenant is a party creating or
transferring any interest of Tenant in this Lease or the Premises.  In
addition to the foregoing, Tenant agrees to pay, before delinquency, any and
all taxes levied or assessed against Tenant and which become payable during
the term hereof upon Tenant's equipment, furniture, fixtures and other
personal property of Tenant located in the Premises.

29.   RELOCATION OF TENANT


                                            14
<PAGE>

30.   DEFINED TERMS AND HEADINGS

The Article headings shown in this Lease are for convenience of reference and
shall in no way define, increase, limit or describe the scope or intent of
any provision to this Lease.  Any indemnification or insurance of Landlord
shall apply to and inure to the benefit of all the following "Landlord
Entities", being Landlord, Landlord's investment manager, and the trustees,
boards of directors, officers, general partners, beneficiaries, stockholders,
employees and agents of each of them. Any opinion granted to Landlord shall
also include or be exerciseable by Landlord's trustee, beneficiary, agents
and employees, as the case may be. In any case where this Lease is signed by
more than one person, the obligations under this Lease shall be joint and
several. The terms "Tenant" and "Landlord" or any pronoun used in place
thereof shall indicate and include the masculine or feminine, the singular or
plural number, individuals, firms or corporations, and each of their
respective successors, executors, administrators and permitted assigns,
according to the context hereof. The term "rentable area" shall mean the
rentable area of the Premises or the Building as calculated by the Landlord
on the basis of the plans and specifications of the Building including a
proportionate share of any common areas. Tenant hereby accepts and agrees to
be bound by the figures for the rentable square footage of the Premises and
Tenant's Proportionate Share as shown on the Reference Page.

31.   TENANT'S AUTHORITY

If Tenant signs as a corporation each of the persons executing this Lease on
behalf of Tenant represents and warrants that Tenant has been and is
qualified to do business in the state in which the Building is located, that
the corporation has full right and authority to enter into this Lease, and
that all persons signing on behalf of the corporation were authorized to do
so by appropriate corporate actions. If Tenant signs as a partnership, trust
or other legal entity, each of the persons executing this Lease on behalf of
Tenant represents and warrants that Tenant has complied with all applicable
laws, rules and governmental regulations relative to its right to do business
in the state and that such entity on behalf of the Tenant was authorized to
do so by any and all appropriate partnership, trust or other actions. Tenant
agrees to furnish promptly upon request a corporate resolution, proof of due
authorization by partners, or other appropriate documentation evidencing the
due authorization of Tenant to enter into this Lease.

32.   COMMISSIONS.

Each of the parties represents and warrants to the other that it has not
dealt with any broker or finder in connection with this Lease, except as
described on the Reference Page.

33.   TIME AND APPLICABLE LAW.

Time is of the essence of this Lease and all of its provisions. This Lease
shall in all respects be governed by the laws of the state in which the
Building is located.

34.   SUCCESSORS AND ASSIGNS.

Subject to the provisions of Article 9, the terms, covenants and conditions
contained in this Lease shall be binding upon and inure to the benefit of the
heirs, successors, executors, administrators and assigns of the parties to
this Lease.

35.   ENTIRE AGREEMENT.

This Lease, together with its exhibits, contains all agreements of the
parties to this Lease and supersedes any previous negotiations. There have
been no representations made by Landlord or understandings made between the
parties other than those set forth in this Lease and its exhibits. This Lease
may not be modified except by a written instrument duly executed by the
parties to this Lease.

36.   EXAMINATION NOT OPTION.

Submission of this Lease shall not be deemed to be a reservation of the
Premises. Landlord shall not be bound by this Lease until it has received a
copy of this Lease duly executed by Tenant and has delivered to Tenant a copy
of this Lease duly executed by Landlord, and and until such delivery Landlord
reserves the right to exhibit and lease the


                                         15
<PAGE>

Premises to other prospective tenants. Notwithstanding anything contained in
this Lease to the contrary, landlord may withhold delivery of possession of
the Premises from Tenant until such time as Tenant has paid to Landlord any
security deposit required by Article 5, the first month's rent as set forth
in Article 3 and any sum owed pursuant to this Lease.

37.   RECORDATION.

Tenant shall not record or register this Lease or a short form memorandum
hereof without the prior written consent of Landlord, and then shall pay all
charge and taxes incident such recording or registration.

38.   RENT SCHEDULE.

<TABLE>
        <S>                   <C>        <C>               <C>                  <C>
        Rent for the period   Month 1    through Month 12  shall be $11,001.25  per month
        Rent for the period   Month 13   through Month 24  shall be $13,759.20  per month
        Rent for the period   Month 25   through Month 36  shall be $14,268.80  per month
        Rent for the period   Month 37   through Month 48  shall be $14,705.60  per month
        Rent for the period   Month 49   through Month 60  shall be $15,288.00  per month
</TABLE>

39.   LIMITATION OF LANDLORD'S LIABILITY.

Redress for any claim against Landlord under this Lease shall be limited to
and enforceable only against and to the extent of Landlord's interest in the
building. The obligations of Landlord under this Lease are not intended to and
shall not be personally binding on, nor shall any resort be had to the
private properties of, any of its trustees or board of directors and
officers, as the case may be, its investment manager, the general partners
thereof, or any beneficiaries, stockholders, employees, or agents of Landlord
or the investment manager.

40.   OPTION TO TERMINATE.

Provided Tenant is not in default of this Lease. Tenant is granted a limited
Right to Termination this Lease in the event Tenant needs to expand and such
expansion space is not available at the Building. This right may be exercised
at any time but no sooner than month thirty (30) of the term. To exercise
this right Tenant must notify Landlord in writing no less than 180 days prior
to the early termination date. Such notice must be accompanied by payment for
any unamortized tenant improvement and commission funds expended by Landlord
as well as an Early Termination Fee based on the following:

<TABLE>
    <S>                  <C>                               <C>
    Last month of term   between and including 30 and 36   12% of total remaining rent of the original term.
    Last month of term   between and including 37 and 48   10% of total remaining rent of the original term.
    Last month of term   between and including 49 and 60    8% of total remaining rent of the original term.
</TABLE>





LANDLORD:                                         TENANT:
CB GRAHAM INTERNATIONAL, INC.,                    iXL - San Diego, Inc.,
a Delaware corporation                            a Delaware corporation

 BY:       RREEF Management Company,
           a Delaware corporation

 BY:       /s/ Jill E. Shanahan                   BY:       /s/ David G. Watkins
           ------------------------                         --------------------
                Jill E. Shanahan                              David G. Watkins
TITLE:          Vice President                    TITLE:      President

DATE:           8/27/98                           DATE:       8/26/98
           -----------------                                ------------

<PAGE>

                                   EXHIBIT A
                                   ---------

          This Exhibit A is attached to and made a part of the Lease
          dated July 27, 1998, between CB Graham International, Inc.,
                 a Delaware corporation, ("Landlord"), and
         iXL - San Diego, Inc., a Delaware corporation ("Tenant"),
   for the Premises located in the County of San Diego, State of California,
  commonly known as 2121 Palomar Airport Rd., Suite 200, Carlsbad, CA 92009.


Exhibit A is intended only to show the general layout of the Premises of the
beginning of the Term of this Lease. It does not in any way supersede any of
Landlord's rights set forth in Section 17.2 with respect to arrangements
and/or locations of common areas of the Building and changes in such
arrangements and/or locations. It is not to be scaled; any measurements or
distances shown should be taken as approximate.




                                     [MAP]


<PAGE>

                                   EXHIBIT B
                                   ---------

          This Exhibit B is attached to and made a part of the Lease
          dated July 27, 1998, between CB Graham International, Inc.,
                 a Delaware corporation, ("Landlord"), and
         iXL - San Diego, Inc., a Delaware corporation ("Tenant"),
   for the Premises located in the County of San Diego, State of California,
  commonly known as 2121 Palomar Airport Rd., Suite 200, Carlsbad, CA 92009.


                              TENANT IMPROVEMENTS

The Landlord shall cause to be performed, at Landlord's expense, the
following improvements at a total cost not to exceed $19,158:

    1.   Install glass store-front wall (including glass door) or wall with
         large glass window in computer equipment room. New door to include
         hardware with building standard lock. If 3rd floor plumbing exists
         above computer room, install a water barrier to try and protect
         2nd floor equipment.

    2.   Remove carpet in computer equipment area and install VCT to match
         (or compliment) existing VCT.

    3.   Minor repairs or patches to laminate surfaces in kitchen and/or
         reception areas.

    4.   Install new Landlord specified dishwasher and any electrical service
         to accommodate the dishwasher. Assure existing garbage disposal and
         hot water heaters operate properly.

    5.   Service and repair, as needed, the white board cabinetry in large
         conference room.

    6.   Test all electrical outlets. Lights, and switches. Repair as needed.

    7.   Test all existing window blinds. Repair as needed.

    8.   Re-key all existing door locks, interior and perimeter, and include
         in building master key system. Assure all locks work properly.
         Provide 6 new hardware systems for existing doors. Provide tenant
         with quantity of keys requested.

    9.   Clean entire suite (including window blinds), polish hard floors (no
         wax) patch holes as needed, assure ceiling tiles are clean and
         properly seated after tenant's cabling and wiring are installed.

    10.  Patch surfaces of doors as needed.

    11.  Install low grade carpet atop white VCT in open area of the east
         side of the Premises.


Tenant may submit a written punch-list for deficiencies in the above
improvements within thirty (30) days of possession of the Premises. Other
than listed above, Tenant understands and accepts premises in its used and
"as-is" condition.

<PAGE>

                                   EXHIBIT C
                                   ---------

          This Exhibit C is attached to and made a part of the Lease
          dated July 27, 1998, between CB Graham International, Inc.,
                 a Delaware corporation, ("Landlord"), and
         iXL - San Diego, Inc., a Delaware corporation ("Tenant"),
   for the Premises located in the County of San Diego, State of California,
  commonly known as 2121 Palomar Airport Rd., Suite 200, Carlsbad, CA 92009.


                              RULES AND REGULATIONS

1.  No sign, placard, picture, advertisement, name or notice shall be
    installed or displayed on any part of the outside or inside of the
    Building without the prior written consent of the Landlord. Landlord
    shall have the right to remove, at Tenant's expense and without notice,
    any sign installed or displayed in violation of this rule. All approved
    signs or lettering on doors and walls shall be printed, painted, affixed
    or inscribed at the expense of Tenant by a person or vendor chosen by
    Landlord. In addition, Landlord reserves the right to change from time to
    time the format of the signs or lettering and to require previously
    approved signs or lettering to be appropriately altered.

2.  If Landlord objects in writing to any curtains, blinds, shades or screens
    attached to or hung in or used in connection with any window or door of the
    premises, Tenant shall immediately discontinue such use. No awning shall be
    permitted on any part of the Building. Tenant shall not place anything or
    allow anything to be placed against or near any glass partitions or doors
    or windows which may appear unsightly, in the opinion of Landlord, from
    outside the Premises.

3.  Tenant shall not obstruct any sidewalks, halls, passages, exits,
    entrances, elevators, stairways of the Building. The halls, passages,
    exits, entrances, elevators and stairways are not for the general public,
    and Landlord shall in all cases retain the right to control and prevent
    access to the Building of all persons whose presence in the judgment of
    Landlord would be prejudicial to the safety, character, reputation and
    interests of the Building and its tenants provided that nothing contained
    in this rule shall be construed to prevent such access to persons with
    whom any tenant normally deals in the ordinary course of its business,
    unless such persons are engaged in illegal activities. No tenant and no
    employee or invitee of any tenant shall go upon the roof of the Building.

4.  The directory of the Building will be provided exclusively for the
    display of the name and location of tenants businesses only and Landlord
    reserves the right to exclude any other names therefrom.

5.  All cleaning and janitorial services for the Building and the Premises
    shall be provided exclusively through Landlord. Tenant shall not cause
    any unnecessary labor by carelessness or indifference to the good order
    and cleanliness of the Premises. Landlord shall not in any way be
    responsible to any Tenant for any loss of property on the Premises,
    however occurring, or for any damage to any Tenant's property by the
    janitor or any other employee or any other person.

6.  Landlord will furnish Tenant free of charge with two keys to each entry
    door in the Premises. Landlord may make a reasonable charge for any
    additional keys, and Tenant shall not make or have made additional keys,
    and Tenant shall not alter any lock or install a new or additional lock
    or bolt on any door of its Premises. Tenant, upon the termination of its
    tenancy, shall deliver to Landlord the keys of all doors which have been
    furnished to Tenant, and in the event of loss of any keys so furnished,
    shall pay Landlord therefor.

7.  If Tenant requires telegraphic, telephonic, burglar alarm or similar
    services, it shall first obtain, and comply with, Landlord's instructions
    in their installation.

8.  No equipment, materials, furniture, packages, supplies, merchandise or
    other property will be received in the Building or carried in the
    elevators except between such hours as may be designated by landlord.

<PAGE>

9.  Tenant shall not place a load upon any floor which exceeds the load per
    square foot which such floor was designed to carry and which is allowed
    by law. Landlord shall have the right to prescribe the weight, size and
    position to all equipment, materials, furniture or other property brought
    into the Building. Heavy objects shall, stand on such platforms as
    determined by Landlord to be necessary to properly distribute the weight.
    Business machines and mechanical equipment belonging to Tenant which
    cause noise or vibration that may be transmitted to the structure of the
    Building or to any space in the Building to such a degree as to be
    objectionable to Landlord or to any tenants shall be placed and
    maintained by Tenant, at Tenant's expense, on vibration eliminators for
    other devices sufficient to eliminate noise or vibration. The persons
    employed to move such equipment in or out of the Building must be
    acceptable to Landlord. Landlord will not be responsible for loss of, or
    damage to, any such equipment or other property from any cause, and all
    damage done to the building by maintaining or moving such equipment or
    other property shall be repaired at the expense to Tenant.

10. Tenant shall not use any method of heating or air-conditioning other
    than that supplied by Landlord. Tenant shall not waste electricity, water
    or air-conditioning. Tenant shall keep corridor doors closed.

11. Landlord reserves the right to exclude from the Building between the
    hours of 7:00 p.m. and 7:00 a.m. the following day, or such other hours
    as may be established from time to time by Landlord, and on Saturday,
    Sundays and legal Holidays any person unless that person is known to the
    person or employee in charge of the building and has a pass or is
    properly identified. Tenant shall be responsible for all persons for whom
    it requests passes and shall be liable to Landlord for all acts of such
    persons. Landlord shall not be liable for damages for any error with
    regard to the admission to or exclusion from the Building of any person.

12. Tenant shall close and lock the doors of its Premises and entirely shut
    off all water faucets, water heaters or other water apparatus and
    electricity, gas or air outlets before Tenant and its employees leave the
    Premises. Tenant shall be responsible for any damage or injuries
    sustained by other tenants or occupants of the building or by Landlord
    for noncompliance with this rule.

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

14. Tenant shall not install any radio or television antenna, satellite dish,
    loudspeaker or other device on the roof or exterior walls of the
    Building. Tenant shall not interfere with radio or television
    broadcasting or reception from or in the Building or elsewhere.

15. Except as approved by Landlord, tenant shall not mark, drive nails, screw
    or drill into the partitions, woodwork or plaster or in any way deface
    the Premises. Tenant shall not cut or bore holes for wires. Tenant shall
    not affix any floor covering to the floor of the Premises in any manner
    except as approved by Landlord. Tenant shall repair any damage resulting
    from noncompliance with this rule.

16. Tenant shall not install, maintain or operate upon the Premises any
    vending machine.

17. Tenant shall store all its trash and garbage within its Premises. Tenant
    shall not place in any trash box or receptacle any material which cannot
    be disposed of in the ordinary and customary manner of trash and garbage
    disposal. All garbage and refuse disposal shall be made in accordance
    with directions issued from time to time by Landlord.

18. No cooking shall be done or permitted by any Tenant on the Premises. The
    Tenant of Underwriters' Laboratory approved microwave oven or equipment
    for brewing coffee, tea, hot chocolate and similar beverages shall be
    permitted provided that such equipment and use is in accordance with all
    applicable federal, state and city laws, codes, ordinances, rules and
    regulations; such equipment must be turned off when Premises is
    unoccupied.

19. Tenant shall not use in any space on or in the public halls of the
    Buildings any hand trucks except those equipped with rubber tires and
    side guards or such other material-handling equipment as Landlord may
    approve. Tenant shall not bring any other vehicle of any kind into the
    building.
<PAGE>

20. 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.

21. The requirements of Tenant will be attended to only upon appropriate
    application to the office of the Building by an authorized individual.
    Employees of Landlord shall not perform any work or do anything outside
    of their regular duties unless under special instruction from Landlord,
    and no employee of Landlord will admit any person (Tenant or otherwise)
    to any office without specific instructions from Landlord.

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

23. Landlord reserves the right to make such other and reasonable rules and
    regulations as in its judgment may from time to time be needed for safety
    and security, for care and cleanliness of the Building and for the
    preservation of good order in and about the Building. Tenant agrees to
    abide by all such rules and regulations in this Exhibit C stated and any
    additional rules and regulations which are adopted. Tenant shall be
    responsible for the observance of all of the foregoing rules by tenant's
    employees, agents, clients, customers, invitees and guests.

24. Decorating of Premises for Holidays or special events will be allowed but
    must conform with safety guidelines. (For example: attach nothing to fire
    sprinkler heads). Only fire retardant treated Christmas trees are
    allowed. Christmas trees may not be disposed of in trash dumpsters on the
    Premises but must be taken to a recycling center.

25. No bicycles, vehicles, birds or animals of any kind shall be brought into
    or kept in or about the Premises.

26. The Premises shall not be used for manufacturing or for the storage of
    merchandise except as such storage may be incidental to the use of the
    Premises for general office purposes.

27. No Tenant shall engage or pay any employees on the Premises except those
    actually working for such Tenant on the Premises nor advertise for
    laborers giving an address at the Premises.  The Premises shall not be
    used for lodging or sleeping or for any immoral or illegal purposes.

28. No Tenant shall make, or permit to be made, any unseemly or disturbing
    noises or interfere with occupants of this or neighboring buildings or
    premises.

29. No Tenant nor any of Tenant's employees, agents, visitors or licensees,
    shall at any time bring or keep upon the Premises any inflammable,
    combustible or explosive fluid, chemical or substance.

30. The Landlord reserves the right to inspect all safes, freight or other
    bulky articles to be brought into the Building and to exclude from the
    Building all safes, freight, or other bulky articles. The Landlord
    reserves the right to prescribe the weight and position of all safes,
    which must be placed upon supports approved by Landlord to distribute
    weight.

31. Canvassing, soliciting and peddling in the Building are prohibited and
    each Tenant shall cooperate to prevent the same.

32. All office equipment of any electrical or mechanical nature shall be
    placed by Tenant in the Premises in settings approved by Landlord, to
    absorb or prevent any vibration, noise or annoyance. Extension cords are
    not allowed per direction of the Fire department.

33. Landlord shall have the right, exercisable without notice or without
    liability to any Tenant, to change the name and address of the Building.

34. The scheduling of moves of Tenant's furniture and equipment into or out
    of the Building is subject to the reasonable discretion of Landlord.
<PAGE>

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

36. Landlord reserves the right to make such other and reasonable rules and
    regulations as in its judgement may from time to time be needed for
    safety and security, for care and cleanliness of the Building and for the
    preservation of good order in and about the Building. Tenant agrees to
    abide by all such rules and regulations in this Exhibit C stated and any
    additional rules and regulations which are adopted.

37. Tenant shall be responsible for the observance of all the foregoing rules
    by Tenant's employees, agents, clients, customer, invitees and guests.
<PAGE>

                                    EXHIBIT D

          This Exhibit D is attached to and made a part of the Lease
          dated July 27, 1998, between CB Graham International, Inc.,
                    a Delaware corporation, ("Landlord"), and
             iXL San Diego, Inc., a Delaware corporation ("Tenant"),
   for the Premises located in the County of San Diego, State of California,
   commonly known as 2121 Palomar Airport Rd., Suite 200, Carlsbad, CA 92009.


                          CONTINUING LEASE GUARANTY

Whereas, iXL San Diego, Inc. a Delaware corporation, ("Tenant") is (a)
engaged in business as a corporate affiliate of the undersigned, or (b) engaged
in selling, marketing, using or otherwise dealing in merchandise, supplies,
products, equipment or other articles supplied to it by the undersigned, or
(c) a subsidiary of the undersigned. Because of our inter-corporate or
business relations, or by reason of any of the foregoing, it will be in our
direct interest and advantage to assist Tenant in securing a lease.
Therefore, in consideration of the making of the lease agreement by and
between CB GRAHAM INTERNATIONAL, INC., a Delaware corporation, as Landlord
and Tenant, dated July 27, 1998 for the premises commonly described as 2121
Palomar Airport Road, Suite 200, Carlsbad, CA (hereinafter referred to as
the "Lease") and for the purpose of inducing Landlord to enter into and make
the Lease, the undersigned hereby unconditionally guarantees the full and
prompt payment of rent and all other sums required to be paid by Tenant
under the Lease ("Guaranteed Payments") and the full and faithful
performance of all terms, conditions, covenants, obligations and agreements
contained in the Lease on the Tenant's part to be performed ("Guaranteed
Obligations") and the undersigned further promises to pay all of Landlord's
costs and expenses (including reasonable attorney's fees) incurred in
endeavoring to collect the Guaranteed Payments or to enforce the Guaranteed
Obligations or incurred in enforcing this guaranty as well as all damages
which Landlord may suffer in consequence of any default or breach under the
Lease or this guaranty.

1.    Landlord may at any time and from time to time, without notice to the
      undersigned, take any or all of the following actions without affecting
      or impairing the liability and obligations of the undersigned on this
      guaranty:

      a.  grant an extension or extensions of time of payment of any
          Guaranteed Payment or time for performance of any Guaranteed
          Obligation;

      b.  grant an indulgence or indulgences in any Guaranteed Payment or in
          the performance of any Guaranteed Obligation;

      c.  modify or amend the Lease or any term thereof, or any obligation of
          Tenant arising thereunder;

      d.  consent to any assignment or assignments, sublease or subleases and
          successive assignments or subleases by Tenant or the Tenant's assigns
          or sublessees or a change or different use of the leased premises;

      e.  consent to an extension or extensions of the term of the Lease;

      f.  accept other guarantors; and/or

      g.  release any person primarily or secondarily liable.

The liability of the undersigned under this guaranty shall in no way be
affected or impaired by any failure or delay in enforcing any Guaranteed
Payment or Guaranteed Obligation or this guaranty or any security therefor or
in exercising any right or power in respect thereto, or by any compromise,
waiver, settlement, change, subordination, modification or disposition of any
Guaranteed Payment or Guaranteed Obligation or of any security therefor. In
order to hold the undersigned liable hereunder, there shall be no obligation
on the part of Landlord, at any time, to resort for payment to Tenant or any
other guaranty or to any security or other rights and remedies, and Landlord
shall have the right to enforce this guaranty irrespective of whether or not
other proceedings or steps are pending or being taken seeking resort to or
realization upon or from any of the foregoing.

                                                           INITIAL [ILLEGIBLE]
                                                                   -----------
<PAGE>

2.    The undersigned waives all diligence in collection or in protection or
      any security, presentment, protest, demand, notice of dishonor or default,
      notice of acceptance of this guaranty, notice of any extensions granted or
      other action taken in reliance hereon and all demands and notices of any
      kind in connection with this guaranty or any Guaranteed Payment or
      Guaranteed Obligation.

3.    The undersigned hereby acknowledges full and complete notice and
      knowledge of all of the terms, conditions, covenants, obligations and
      agreements of the Lease.

4.    The payment by the undersigned of any amount pursuant to this guaranty
      shall not in any way entitle the undersigned to any right, title or
      interest (whether by subrogation or otherwise) of the Tenant under the
      Lease or to any security being held for any Guaranteed Payment or
      Guaranteed Obligation.

5.    This guaranty shall be continuing, absolute and unconditional and
      remain in full force and effect until all Guaranteed Payments are made,
      all Guaranteed Obligations are performed, and all obligations of the
      undersigned under this guaranty are fulfilled.

6.    This guaranty shall also bind the successors and assigns of the
      undersigned and inure to the benefit of Landlord, its successors and
      assigns. This guaranty shall be construed according to the laws of the
      state in which the leased premises are located, in which state it shall
      be performed by the undersigned.

7.    If this guaranty is executed by more than one person, all singular
      nouns and verbs herein relating to the undersigned shall include the
      plural number and the obligation of the several guarantors shall be
      joint and several.

8.    The Landlord and the undersigned intend and believe that each provision
      of this guaranty comports with all applicable law. However, if any
      provision of this guaranty is found by a court to be invalid for any
      reason, the parties intend that the remainder of this guaranty shall
      continue in full force and effect and the invalid provision shall be
      construed as if it were not contained herein.

IN WITNESS WHEREOF, the undersigned has caused this guaranty to be executed
by its duly authorized officer this 27 day of August, 1998.


GUARANTOR:
iXL Holdings, Inc., a Delaware corporation

ATTEST:

By:  /s/ James V. Sandy
   ----------------------------------
Print Name: James V. Sandy
           --------------------------
Title:  Executive Vice President
      -------------------------------



(affix corporate seal)


Secretary