ELEVENTH AMENDMENT TO LEASE

         THIS ELEVENTH  AMENDMENT TO LEASE (this  "Amendment") is dated February
9,  2000,  for  reference  purpose  only,  by  and  between  CARRAMERICA  REALTY
CORPORATION, a Maryland corporation ("Landlord"), and SHARPER IMAGE CORPORATION,
a Delaware corporation ("Tenant").

                                    RECITALS

         A.  Golden  Gateway  North,  a  limited   partnership   and  Landlord's
predecessor  in  interest  ("GGN")  and The  Thalheimer  Company,  a  California
corporation  and Tenant's  predecessor in interest  ("Thalheimer")  entered into
that certain  Office Lease and Addendum to Office Lease,  both dated February 8,
1983 (the  "Initial  Lease"),  pursuant  to which GGN leased to  Thalheimer  and
Thalheimer  leased from GGN  premises in that  certain  building  located at 650
Davis Street, San Francisco, California in the Golden Gateway Project.

         B. The Initial Lease was subsequently amended by that certain Amendment
No. 1 to Office Lease between GGN and Thalheimer  dated as of September 15, 1983
(the "First  Amendment"),  that certain  Amendment No. 2 to Office Lease between
GGN and  Thalheimer  dated as of April 6, 1984 (the  "Second  Amendment"),  that
certain Third Amendment to Lease between GGN and Thalheimer dated as of June 30,
1987 (the "Third  Amendment"),  that  certain  Amendment  No. 4 to Office  Lease
between GGN and Tenant dated as of July 2, 1987 (the "Fourth  Amendment'),  that
certain  Fifth  Amendment  to Lease  between GGN and Tenant dated as of March 4,
1988 (the "Fifth  Amendment"),  that  certain  Amendment  No. 6 to Office  Lease
between GGN and Tenant  dated as of  November  1, 1990 (the "Sixth  Amendment"),
that certain  Amendment No. 1 to Office Lease between GGN and Tenant dated as of
November 30, 1992 (the  "Seventh  Amendment"),  that certain  Amendment No. 8 to
Office  Lease  between  GGN and  Tenant  dated as of June 1, 1993  (the  "Eighth
Amendment")  that certain  Amendment No. 9 to Office Lease  between  Shorenstein
Realty  Investors,   L.P.,  a  California  limited  partnership  and  Landlord's
predecessor in interest ("Shorenstein") and Tenant dated as of December 14, 1994
(the  "Ninth  Amendment")  and that  certain  Amendment  No. 10 to Office  Lease
between  Shorenstein  and  Tenant  dated  as  of  March  26,  1998  (the  "Tenth
Amendment").  The Initial Lease, as amended by the First  Amendment,  the Second
Amendment,  the Third Amendment,  the Fourth Amendment, the Fifth Amendment, the
Sixth  Amendment,   the  Seventh  Amendment,  the  Eight  Amendment,  the  Ninth
Amendment, and the Tenth Amendment is defined herein as the "Original Lease").

         C. GGN's  interest in the Original Lease was  subsequently  assigned to
Shorenstein and  Shorenstein's  interest in the Original Lease was  subsequently
assigned to Landlord.

         D.  Thalheimer's  interest  in  the  Original  Lease  was  subsequently
assigned to Tenant.

         E.  Landlord and Tenant  desire to amend the  Original  Lease to, among
other things,  extend the term of the Original Lease on the terms and conditions
set forth herein.

                                       1

<PAGE>

                                    AMENDMENT

         1.  Incorporation of Recitals and Definitions.  The foregoing  recitals
are hereby incorporated herein by this reference.  The Original Lease as amended
by this Amendment is hereinafter referred to as the "Lease". All terms which are
capitalized herein but which are not defined, shall have the same meanings given
such terms in the Original Lease. In the event of any conflict between the terms
set forth in the Original Lease and this Amendment,  the terms of this Amendment
will control.

         2.  Term.  The Lease is hereby  amended to extend the term of the Lease
for an  additional  five (5) year  period  commencing  on  February  1, 2001 and
terminating on January 31, 2006 (the "Renewal Term").

         3.  Premises.  Landlord  and Tenant  hereby  agree that for the Renewal
Term, the "Premises" shall contain a total of 58,295 rentable square feet and be
comprised of the Second Floor Space, the Photography  Studio and the First Floor
Retail  Space  (as such  terms are  defined  below)  at 650  Davis  Street,  San
Francisco, California (the "Building")

                  (a) "Second Floor Space" means the 48,328 rentable square feet
         of the upper  level of the  Building,  as shown on  Exhibit C  attached
         hereto.

                  (b) "Photography  Studio" means the 6,673 rentable square feet
         located on the southeast  comer of the lower level of the Building,  as
         shown on Exhibit C attached hereto.

                  (c) "First Floor Retail Space" means the 3,294 rentable square
         feet on the lower level of the Building, as shown on Exhibit C attached
         hereto.

<TABLE>
         4. Base Rent For the Premises.  As of February 1, 2001,  the definition
of "Base Rent" is amended as follows:

<CAPTION>
         Time Period                                          Annual Base Rent          Monthly Base Rent
         -----------                                          ----------------          -----------------
<S>               <C>               <C> <C>                   <C>                       <C>
         February 1, 2001 - January 31, 2002:                 $2,404,668.72             $200,389.06
         February 1, 2002 - January 31, 2003:                 $2,462,963.76             $205,246.98
         February 1, 2003 - January 31, 2004:                 $2,521,258.80             $210,104.90
         February 1, 2004 - January 31, 2005:                 $2,579,553.72             $214,962.81
         February 1, 2005 - January 31, 2006:                 $2,637,848.76             $219,820.73
</TABLE>

         With respect to the Renewal Term, Tenant has no other Base Rent payment
obligations  (except for accrued  but unpaid  Rent  obligations  relating to the
period prior to the Renewal Term) and the foregoing Base Rent payments cover the
entire Premises, including, without limitation, the First Floor Retail Space.

         5. Base Year/Operating Expenses/Property Taxes. As of February 1, 2001,
(a) the "Base  Year"  shall be  amended  to be  calendar  year  2001,  (b) "Base
Operating  Expenses"  shall mean the  Operating  Expenses  paid or  incurred  by
Landlord in calendar  year 2001,  and (c) "Base  Property  Taxes" shall mean the
Property Taxes paid or incurred by Landlord in calendar year

                                       2

<PAGE>

2001.  Effective as of February 1, 2001, Section 3(a)(3) of the Lease is amended
to read in its entirety as follows:

                  "Lessee  shall pay  Lessor as  additional  rent the sum of (i)
                  Lessee's  percentage  share of the total dollar  increase,  if
                  any, in Operating  Expenses paid or incurred by Lessor in each
                  year  subsequent  to the Base  Year  over  the Base  Operating
                  Expenses  and (ii)  Lessee's  percentage  share  of the  total
                  dollar increase, if any, in Property Taxes paid or incurred by
                  Lessor in each year  subsequent to the Base Year over the Base
                  Property Taxes."

         6.  Proportionate  Share.  Landlord  and Tenant  agree  that  "Lessee's
percentage share" of the Commercial Area is 62.22%.

         7. Tenant  Improvements.  Landlord  shall provide Tenant with a "Tenant
Improvement  Allowance" in the total amount of  $540,394.65,  in accordance with
the terms and conditions of the "Tenant  Improvement  Agreement" attached hereto
as Exhibit A.

         8. First Floor  Retail  Space.  As of February 1, 2001,  the Tenant may
convert the First Floor Retail Space to general office use;  provided,  however,
that (a) any  alterations  or  improvements  Tenant desires to make in the First
Floor  Retail Space shall be subject to the terms and  conditions  of the Lease,
including the requirement  that Tenant obtain  Landlord's prior written approval
for any  alterations,  additions or  improvements,  which  approval shall not be
unreasonably withheld,  delayed or conditioned,  (b) Tenant shall be responsible
for any  improvements  to the  Building's  common  areas that are  required as a
condition of obtaining the necessary  permits and approvals for such First Floor
Retail Space  conversion,  and (c) with the exception of the Tenant  Improvement
Allowance  set forth  above  Landlord  shall have no  obligation  to pay for any
alterations or  improvements  performed by Tenant in connection  with such First
Floor Retail Space conversion.

         Tenant is not  obligated to pay  "percentage  rent",  as defined in the
Eighth Amendment,  with respect to the Renewal Term. Tenant has no obligation to
report Gross Sales with respect to the Renewal Term. Tenant has no obligation to
continuously  operate its  business in the First Floor  Retail  Space during the
Renewal Tom and  effective  as of February 1, 2001,  Section  6(g) of the Eighth
Amendment is deleted from the Lease.

         9.  Janitorial  Service.  Tenant shall provide any  janitorial  service
required for the Premises during the Renewal Term. Landlord shall provide Tenant
with a janitorial  credit in the amount of $9,000.00  per month (as set forth in
Section 3 of the Sixth Amendment)  during the Renewal Term. Tenant shall recover
this janitorial credit by offset against the Base Rent payable each month.

         10.  Signage.  Landlord  hereby  approves  all  existing  Tenant  signs
installed  on the  Project,  except  for the neon  sign with the  Tenant's  name
located on the inside of the windows facing  Broadway Street which Tenant hereby
agrees to remove as of the date Tenant  executes this  Amendment.  Any new signs
Tenant proposes to install in the Project shall conform with Landlord's  signage
standards,  a copy of which is attached hereto as Exhibit B and shall be subject
to Landlord's  prior  written  approval.  In the event that (i) Tenant  delivers
written  notice

                                       3

<PAGE>

to Landlord that  provides all of the  information  Landlord  requires to make a
decision  to approve or  disapprove  a sign  Tenant  proposes  to install at the
Premises  (the "First Sign Request  Notice"),  (ii) Landlord does not approve or
disapprove such proposed sign within twenty five (25) days of Landlord's receipt
of the First Sip  Request  Notice,  (iii) after such twenty five (25) day period
Tenant  delivers  written  notice to Landlord  specifying  that Landlord has not
responded to the request (the "`Second Sign Request Notice"),  and (iv) Landlord
does not approve or  disapprove  the proposed  sign within  fifteen (15) days of
Landlord's  receipt of the Second Sign Request  Notice,  then Landlord  shall be
deemed to have approved the proposed sign.

         11. Option To Extend.  Landlord and Tenant agree that Tenant  exercised
its first option to extend the Lease Term as provided in Section  8(b)(1) of the
Sixth Amendment and amended by Section 8 of the Seventh Amendment, and that this
Amendment  documents  such  extension.  Landlord and Tenant  further  agree that
Tenant  may  exercise  the  second  option to extend the Term of the Lease for a
period of five (5) years  pursuant  to the  terms  and  conditions  set forth in
Section  8 of the  Sixth  Amendment  as  amended  by  Section  8 of the  Seventh
Amendment;  provided,  however,  that Landlord and Tenant agree that this second
option is the final  remaining  option  available  to Tenant  under the Lease to
extend the Term of the Lease,

         12. Right of First  Opportunity.  Landlord and Tenant agree that Tenant
has (and  shall  continue  to have  during  the  Renewal  Term) a Right of First
Opportunity  subject  to the tam and  conditions  set forth in  Section 9 of the
Sixth Amendment, as amended by Section 9 of the Seventh Amendment.

         13. Notices.  Section 33 of the Lease is hereby amended to provide that
Landlord's new address for receipt of notices under the Lease is as follows:

                           CarrAmerica Realty Corporation
                           1810 Gateway Drive, Suite 150
                           San Mateo, CA 94404
                           Attention: Vice President - Market Officer

                           with a copy to:

                           CarrAmerica Realty Corporation
                           1850 K Street, N.W., Suite 500
                           Washington, D.C.  20006
                           Attention: Lease Administrator

         14.  Brokers.  Landlord and Tenant  represent and warrant to each other
that  neither has dealt with any broker  respecting  this  Amendment  other than
Kenmark Commercial  ("Tenant's  Broker") and The CAC, Group ("CAC").  Each party
shall indemnify and hold the other harmless from any and all other claims by any
other  broker,   agent  or  person  claiming  a  commission  or  other  form  of
compensation  by virtue of this  Amendment as a result of such  party's  dealing
with the  party  from  whom  indemnification  is  sought.  Landlord  shall pay a
commission  in the total amount of  $145,737.50  to Tenant's  Broker;  provided,
however,  that  Landlord  shall  pay  Tenant's  Broker  half  of the  commission
($72,868.75)  upon full execution of this Amendment by both Landlord and Tenant,
and half of the  commission  ($72,868.75)  on  February  1, 2001.  In  addition,

                                       4

<PAGE>

Landlord  shall  pay the  commission  and any other  compensation  due to CAC in
connection with this Amendment and Landlord shall indemnify  Tenant from any and
all  claims by CAC  claiming  a  commission  or other  form of  compensation  in
connection with this Amendment.

         15.   Attorneys'   Fees.   In  any   arbitration,   quasi-judicial   or
administrative proceedings or any action in any court of competent jurisdiction,
brought by either party to enforce any covenant or any of such party's rights or
remedies  under this  covenant or any of such party's  rights or remedies  under
this Amendment,  including any action for declaratory  relief,  or any action to
collect any payments required under this Amendment or to quiet title against the
other party,  the  prevailing  party shall be entitled to reasonable  attorneys'
fees and all costs,  expenses and  disbursements in connection with such action,
including the costs of reasonable investigation, preparation and professional or
expert  consultation,  which  sums may be  included  in any  judgment  or decree
entered in such action in favor of the prevailing party.

         16.  Successors.  All terms and provisions of this  Amendment  shall be
binding  upon,  be  enforceable  by,  and shall  inure to the  benefit  of,  the
respective assignees and successors of the parties hereof.

         17. Time is of the  Essence.  Time is of the essence for each and every
provision of this Amendment.

                                       5

<PAGE>

         18.  Confirmation of Lease.  Except as amended by this  Amendment,  the
parties hereby agree and confirm that the Lease is in full force and effect.

         IN WITNESS WHEREOF, the parties hereto have executed this Amendment the
day and year first above written,

                                   "LANDLORD"

                                   CARRAMERICA REALTY CORPORATION,
                                   a Maryland corporation


                                   By:         /s/ Philip L. Hawkins
                                   Name:       Philip L. Hawkins
                                   Title:      Chief Operating Officer


                                   By:         /s/ Leah N. Segawa
                                   Name:       Leah N. Segawa
                                   Title:      Managing Director


                                    "TENANT"

                                    SHARPER IMAGE CORPORATION,
                                    a Delaware corporation


                                    By:         /s/ Tracy Wan
                                    Name:       Tracy Y. Wan
                                    Title:      President   C.O.O.


                                    By:         /s/ Jeffrey P. Forgan
                                    Name:       Jeffrey P. Forgan
                                    Title:      Senior Vice President and
                                                Chief Financial Officer

                                       6

<PAGE>

                                    EXHIBIT A

                          TENANT IMPROVEMENT AGREEMENT

         This Tenant Improvement Agreement  ("Agreement") is an integral part of
the Eleventh Amendment to Lease dated as of February 9, 2000 between CarrAmerica
Realty  Corporation and Sharper Image Corporation (the "Amendment")  relating to
certain  Premises  described in the  Amendment.  Capitalized  terms used in this
Amendment not otherwise  defined  herein shall have the meaning given such terms
in the Amendment Landlord and Tenant agree as follows with respect to the Tenant
Improvements, if any, to be installed in the Premises:

         1. INITIAL TENANT IMPROVEMENTS.

            A. Plans. Tenant shall cause to be performed certain remodeling work
(the "Tenant  Improvements")  in and about the Premises in accordance with plans
and  specifications  prepared by Tenant and approved by Landlord (the  "Plans"),
which  approvals  shall not be  unreasonably  withheld,  delayed or conditioned.
Tenant may perform the design and/or  construction of the Tenant Improvements in
stages in order to  accommodate  the  ongoing  growth in the number of  Tenant's
employees in the  Premises,  Tenant's  on-going  business  operations  and other
operational issues for Tenant,  Tenant shall cause the Plans to be prepared,  at
Tenant's  cost,  by a  registered  professional  architect  and  mechanical  and
electrical  engineer(s).  Landlord's Tenant  Improvements  Guidelines,  attached
hereto as Exhibit A-1, which are attached for the purpose of informing Tenant of
Landlord's general design preferences and material  specifications  with respect
to any Tenant  Improvements.  Tenant agrees to use reasonable efforts to prepare
its plans and  specifications in compliance with Landlord's  Tenant  Improvement
Guidelines to the extent applicable to the Tenant  Improvements  contemplated by
Tenant;  provided,  however, that Tenant must obtain Landlord's written approval
prior to the installation of any Tenant Improvements that deviate from the terms
and conditions set forth in Landlord's  Tenant  Improvement  Guidelines.  Tenant
shall furnish the initial draft of the Plans to Landlord for  Landlord's  review
and approval.  In the event that (i) Tenant  delivers a draft of the Plans which
includes all of the information  Landlord requires to make a decision to approve
or disapprove the Plans (the "First Plans Request  Notice"),  (ii) Landlord does
not approve or disapprove  such  proposed  Plans within twenty five (25) days of
Landlord's  receipt of the First Plans Request  Notice,  (iii) after such twenty
five (25) day period Tenant delivers written notice to Landlord  specifying that
Landlord has not responded to the request (the "Second  Plans Request  Notice"),
and (iv)  Landlord  does not approve or  disapprove  the  proposed  Plans within
fifteen (15) days of Landlord's receipt of the Second Plans Request Notice, then
Landlord  shall be deemed to have  approved  the  proposed  Plans.  If  Landlord
provides  Tenant with comments to the initial  draft of the Plans,  Tenant shall
provide  revised  Plans to  Landlord  incorporating  Landlord's  comments  after
receipt of Landlord's comments.  Landlord agrees to use commercially  reasonable
efforts to respond  promptly  to  revisions  to Plans.  Plans will be revised by
Tenant and reviewed by Landlord  until the Plans have been  finally  approved by
Landlord.  Tenant hereby agrees that the Plow for the Tenant  Improvements shall
comply with all applicable Governmental Requirements. Landlord's approval of the
Plans shall be solely for the purposes of authorizing construction of the Tenant
Improvements, and shall not be deemed to be

                                       1

<PAGE>

an approval of the technical  merits of the Plans nor a  verification  that such
Tenant  Improvements  and/or  the  Plans  comply  with  applicable  Governmental
Requirements.  Tenant shall be solely  responsible for ensuring that the `Tenant
Improvements  are designed and  constructed  in accordance  with all  applicable
Governmental Requirements.

            B.  Construction by Tenant.  Tenant shall be solely  responsible for
the  construction of the Tenant  Improvements in and about the Premises.  Tenant
shall  construct the Tenant  Improvements  in accordance with the approved Plans
and in accordance with all rules, regulations,  codes, statutes,  ordinances and
laws of all  government  and  quasi-governmental  authorities  and in a good and
workmanlike  manner,  Landlord shall have no  responsibility  whatsoever for the
construction  of the  Tenant  Improvements.  The  Tenant  Improvements  shall be
constructed  with new materials of good quality and with adequately  trained and
supervised labor using currently approved methods of their particular trade.

            C. Contractor.  Prior to commencement of construction,  Tenant shall
select a general  contractor  which is reasonably  acceptable to Landlord (whose
consent  shall  not be  unreasonably  withheld  or  delayed)  ("Contractor")  to
construct the Tenant Improvements. The Contractor shall be licensed by the State
of California and bondable. The construction contract ("Construction  Contract")
for  the  Tenant  Improvements  shall  be  between  Tenant  (not  Landlord)  and
Contractor.

            D. Construction Process.  Tenant shall not commence the construction
of any Tenant  Improvements  until after  Landlord and Tenant have agreed on the
approved  Plans and  selection of the  Contractor.  Thereafter,  Tenant shall be
responsible  for  completing  the  construction  of the Tenant  Improvements  in
accordance with the approved Plans.

            E.  Insurance.  Tenant shall deliver to Landlord  prior to Tenant or
Contractor's  entry onto the  Premises  to commence  construction  of the Tenant
Improvements certificates evidencing the following insurance:

                  (1) Tenant,  and any contractor of Tenant  performing  work on
the Premises, shall maintain insurance as follows.

                           (a) Commercial General Liability Insurance, including
premises  operation,   products  operation,   contractual   liability  coverage,
completed operations  coverage,  broad form property damage to afford protection
with  limits,  for  each  occurrence,  of not  less  than  One  Million  Dollars
($1,000,000) with respect to personal injury, death or property damage.

                           (b)  Workers'  compensation  or similar  insurance in
form and amounts  required by law, and  Employer's  Liability with not less than
the following limits:

                        Each Accident $500,000
                        Disease - Policy Limit $500,000
                        Disease - Each Employee $500,000

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<PAGE>

                  (2)   Contractor's   insurance   shall  contain  a  waiver  of
subrogation provision in favor of Landlord and its agents. Tenant's contractor's
insurance  shall be  primary  and not  contributory  to that  carried by Tenant,
Landlord,  their  agents  or  mortgagees.  Tenant  and  Landlord,  and  if  any,
Landlord's building manager or agent,  mortgagee or ground lessor shall be named
as additional insured on Tenant's contractor's liability insurance policies.

            F.   Compliance.   The  Tenant   Improvements   and  all   materials
incorporated  therein  shall comply with the approved  Plans,  as may be revised
from time to time  pursuant  to the terms of this  Agreement,  and shall be free
from all design,  material and workmanship defects.  Tenant and Contractor shall
comply  with all  applicable  laws,  regulations,  permits  and other  approvals
applicable to construction of the Tenant Improvements.

            G. Liens.  Tenant  shall defend and  indemnify  Landlord and hold it
harmless from any and all claims, losses, demands, judgments, settlements, costs
and expenses,  including  reasonable  attorneys' fees, resulting from any act or
omission  of  Tenant  or  anyone  claiming  by,  through,  or under  Tenant,  in
connection with construction of the Tenant Improvements, for any mechanics' lien
or other lien filed  against  the  Premises  or any  Building  or against  other
property of Landlord  (whether or not the lien is valid or enforceable).  Tenant
shall, at its own expense,  (i) cause any such liens to be discharged of record,
or (ii) cause to be recorded a bond in compliance with CC Section 3143, within a
reasonable time, not to exceed thirty (30) days, after the later of (a) Tenant's
actual notice of the lien or (b) the date of filing.

            H.  Indemnity.  Tenant  shall  indemnify,  defend and hold  Landlord
harmless  from and against any and all suits,  claims,  actions,  loss,  cost or
expense (including claims for workers' compensation,  reasonable attorneys' fees
and costs) based on personal  injury or property  damage  caused in, or contract
claims  (including,  but not limited to claims for breach of  warranty)  arising
from, construction of the Tenant's Improvements,  except to the extent caused by
Landlord's acts or omissions or Landlord's  agents',  employees' or contractors'
acts or  omissions.  Tenant shall repair or replace any portion of a Building or
item of  Landlord's  equipment or any of  Landlord's  real or personal  property
damaged, lost or destroyed in construction of the Tenant Improvements, except to
the extent the damage,  loss or destruction is the result of Landlord's  acts or
omissions or Landlord's  agents',  employees' or contractors' acts or omissions.
Notwithstanding the foregoing, in the event Tenant fails to complete such repair
or  replacement  work  within  ten  (10)  days  following  Tenant's  receipt  of
Landlord's  written notice  therefor (or if the nature of such work is such that
more than ten (10) days is required,  then in the event Tenant fails to commence
such work within such ten (10) days and  thereafter  diligently  prosecute  such
work to completion to the reasonable  satisfaction  of Landlord),  then Landlord
may (but shall have no  obligation  to) cause such work to be  performed  and/or
completed at Tenant's sole cost and expense.

            I. Project Management Fee. Landlord, or an agent of Landlord,  shall
provide project  management  services in connection with the construction of the
Tenant  Improvements and the Change Orders (hereinafter  defined).  Such project
management  services  shall be performed,  at Tenant's  cost, for a fee of three
percent (3%) of the Tenant Improvement Allowance.

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<PAGE>

            J. Notices.  Tenant shall notify  Landlord at least ten (5) business
days prior to the  commencement of construction of any Tenant  Improvements  and
permit Landlord to post on the Premises such notices of  nonresponsibility,  and
such  other  notices to other  tenants  in the  Project,  as  Landlord  may deem
reasonable under the circumstances.

         2.  CHANGE  ORDERS.  Tenant  shall not make any change to the  approved
Plans  without   Landlord's   prior  approval,   which  approval  shall  not  be
unreasonably withheld or delayed; provided,  however, that Landlord may withhold
its consent if such  requested  change would  negatively  affect the  structural
components  or exterior  appearance  of the  Buildings.  Landlord  agrees to use
commercially reasonable efforts to respond promptly to proposed change requests.
If  Landlord  does not  approve of the plans and  specifications  for the change
order request,  Landlord shall advise Tenant of the revisions  required.  Tenant
shall revise and redeliver the plans and  specifications to Landlord within five
(5)  business  days of  Landlord's  advice  or  Tenant  shall be  deemed to have
abandoned  its request for such change order  request.  Tenant shall pay for all
preparations and revisions of plans and specifications,  and the construction of
all change order requests, subject to Tenant Improvement Allowance. All approved
change  order  requests to the  approved  Plans shall be in writing and shall be
signed by both Landlord and Tenant prior to the change being made.

         3. TENANT IMPROVEMENT ALLOWANCE. Landlord shall contribute an amount up
to  $540,394.65  ($9.27  per  rentable  square  foot) (the  "Tenant  Improvement
Allowance")  toward the costs  incurred by Tenant in connection  with the Tenant
Improvements,  Change Orders,  Landlord's  project management fee and other work
related to the remodeling of the Premises,  including  without  limitation,  the
installation  of work stations,  partitions,  wall and floor coverings and light
fixtures (collectively, "Remodeling Work") in accordance with and subject to the
provisions in this  Agreement.  Not sooner than the date on which the Remodeling
Work  within the  Premises  has been  commenced,  Tenant may submit  invoices to
Landlord for payment out of the Tenant Improvement Allowance to reimburse Tenant
for  Remodeling  Work.  costs  incurred for work actually  performed  within the
Premises.  Following Landlord's receipt of such invoices,  Landlord shall within
thirty (30) days thereafter pay Tenant for the amount requested in such invoice;
provided  in no event shah  Landlord  be  obligated  to pay Tenant more than the
maximum amount of the Tenant  Improvement  Allowance.  Any expenses  incurred by
Tenant for the  Remodeling  Work in excess of the Tenant  Improvement  Allowance
shall be at Tenant's sole cost and expense. Landlord shall have no obligation to
disburse  any  portion  of the  Tenant  Improvement  Allowance  which has not be
requested by Tenant  pursuant to the terms hereof on or before February 28, 2002
and such amount shall be deemed  forfeited by Tenant and shall not be applicable
against any other amounts (e.g., Rent) payable by Tenant under the Lease. In the
event that (i) Tenant has fully satisfied all of the terms and conditions as set
forth  in this  Agreement  required  for  payment  of a  portion  of the  Tenant
Improvement  Allowance,  (ii)  Landlord has failed to pay such portion when due,
and (iii) Landlord has not notified Tenant of a good faith dispute regarding the
portion to be paid,  then Tenant may offset the amount  overdue,  together  with
interest at the rate applicable to late Tenant payments under the Lease, against
ensuing Base Rent Unless  notified by Landlord when Tenant  requests  Landlord's
approval for the Tenant  Improvements  that certain Tenant  Improvements must be
removed upon the expiration or termination of the Lease (the "Designated  Tenant
Improvements"),  then except for those Designated Tenant Improvements, all other
Tenant  Improvements  whose cost is paid for or

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<PAGE>

reimbursed  by  Landlord's  payment of the Tenant  Improvement  Allowance  shall
belong to Landlord upon the later of Landlord's payment or their installation in
the Premises.

         4.   AS-BUILTS.   Upon   completion  of   construction  of  the  Tenant
Improvements,  Tenant  shall  deliver to Landlord  "as-built"  drawings  for the
completed Tenant Improvements.

         5. MISCELLANEOUS.  Terms used in this Exhibit A shall have the meanings
assigned to them in the  Amendment.  The terms of this  Exhibit A are subject to
the terms of the Amendment.

                  Landlord  hereby   designates  the  following   individual  as
Landlord's  representative for purposes of Tenant's communications with Landlord
regarding the Tenant Improvements:

                           Eric Dameron Drew
                           CarrAmerica Realty Corporation
                           150 Pacific Avenue
                           San Francisco, CA 94111
                           Phone: (415) 397-2760
                           Fax: (415) 397-6627

         Tenant  hereby   designates   the  following   individual  as  Tenant's
representative for purposes of Landlord's  communications  with Tenant regarding
the Tenant Improvements:

                           Mr. Glenn Dutcher
                           The Sharper Image
                           650 Davis Street
                           San Francisco, California 94111
                           Phone: (415) 445-6097
                           Fax: (415) 445-1515

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