<PAGE>




                                                                    EXHIBIT 10.5

                                     Page 14


                               SUBLEASE AGREEMENT



DATED:  July 23, 2002

ARTICLE 1:  FUNDAMENTAL SUBLEASE PROVISIONS.

1.1      PARTIES: "SUBLESSOR"       Adaptec, Inc., a Delaware corporation

                  "SUBLESSEE"      HomeDirector, Inc., a Delaware corporation

                  "MASTER LESSOR"  Shea Center Livermore, LLC, a California
                                   limited liability company

1.2  MASTER LEASE: (Article 3): Sublessor, as tenant, is leasing from Master
     Lessor, as landlord, approximately 36,400 rentable square feet located at
     2501 Collier Canyon Road in the City of Livermore, California 94550 (the
     "PREMISES") on the terms and subject to the conditions of that certain
     Triple Net Lease dated as of October 26, 2000 (the "MASTER LEASE"). A copy
     of the Master Lease is attached hereto as EXHIBIT A. The Premises are
     located within a four building project within the Complex ("PHASE ONE")
     containing a total of approximately 189,200 rentable square feet, together
     with associated parking areas, driveways and other common areas, which
     complex is known as the Shea Center (the "COMPLEX").

1.3  SUBLEASE PREMISES: (Article 2): The premises subleased hereby (the
     "SUBLEASE PREMISES") constitutes a portion of the Premises, contains
     approximately 11,470 rentable square feet, is commonly known as 2525
     Collier Canyon Road, and is shown as "Suite 2" on the floor plan attached
     hereto as EXHIBIT B.

1.4  SUBLEASE TERM: (Article 4): The term of this Sublease (the "SUBLEASE TERM")
     is sixty-seven (67) calendar months, beginning on the Commencement Date and
     ending on the Termination Date described below, unless commenced later or
     terminated earlier pursuant to the terms of this Sublease.

1.5  SCHEDULED COMMENCEMENT DATE: (Article 4.1): August 1, 2002

1.6  TERMINATION DATE: (Article 4.1): February 28, 2008

1.7  MINIMUM MONTHLY RENT: (Article 5.2):
<TABLE>
<CAPTION>

<S>                                 <C>                        <C>               <C>
         August 1, 2002       -     January 31, 200           $0.00/NNN/rsf     $0.00/month
         February 1, 2003     -     January 31, 2004          $1.30/NNN/rsf     $14,911.00/month
         February 1, 2004     -     January 31, 2005          $1.34/NNN/rsf     $15,370.00/month
         February 1, 2005     -     January 31, 2006          $1.38/NNN/rsf     $15,829.00/month
         February 1, 2006     -     January 31, 2007          $1.42/NNN/rsf     $16,287.00/month
         February 1, 2007     -     February 28, 2008         $1.46/NNN/rsf     $16,746.00/month
</TABLE>
         RENT COMMENCEMENT DATE: (Article 4.2): February 1, 2003

1.8  PREPAID RENT: (Article 5.4): $17,893.00 (which includes Minimum Monthly
     Rent, and estimated Additional Rent)

1.9  ADDITIONAL RENT COMMENCEMENT DATE: (Article 5.3): August 1, 2002

1.10 SECURITY DEPOSIT: (Article 6): $39,456.00 (which includes the last two
     month's of Minimum Monthly Rent, and estimated Additional Rent)

1.11 PERMITTED USE: (Article 7): General office, administrative, sales and
     customer service, in strict compliance with the Master Lease.

1.12 SUBLESSEE'S PRO RATA SHARE: (Article 5.3): 31.51% of the Premises.

1.13 ADDRESSES FOR NOTICES: (Article 11):

                  Master Lessor:    Shea Center Livermore, LLC
                                    2155 Las Positas Court, Suite U
                                    Livermore, CA 94550
                                    Attn: Robert M. Burke
                                    (925) 373-2235 phone
                                    (925) 373-2555 fax

                  Sublessor:        Adaptec, Inc.
                                    691 South Milpitas Boulevard
                                    Milpitas, CA 95035
                                    Attn: Bob Kraiss
                                    (408) 957-4832 phone
                                    (408) 957-6600 fax

                  Sublessee:        HomeDirector, Inc.

                                    PRIOR TO THE COMMENCEMENT DATE:
                                    7132 Santa Theresa Blvd.
                                    San Jose, CA 95139
                                    Attn: Robert Wise, President
                                    (408) 226-6297    phone
                                    (408) 226-6299   fax

                                    FOLLOWING THE COMMENCEMENT DATE:
                                    2525 Collier Canyon Road
                                    Livermore, CA 94550
                                    Attn: Robert Wise, President
                                    (408) 226-6297    phone
                                    (408) 226-6299   fax

1.14 MAXIMUM VEHICLE PARKING: (Article 19): 43 unreserved spaces (3.8/1000 RSF).

1.15 SUBLESSOR'S BROKER: (Article 21.4): Jim Peterson and Paul Sheehan, Cornish
     & Carey

1.16 SUBLESSEE'S BROKER: (Article 21.4): Michael K. Lloyd, Mike Rosendin and Dan
     Bergen, Colliers International

1.17 EXHIBITS AND ADDENDA: The following exhibits are annexed to this Sublease:

                  Exhibit A  - Master Lease
                  Exhibit B  - Floor Plan of the Premises
                  Exhibit C  - Consent to Sublease
                  Exhibit D  - Sign Criteria
                  Exhibit E  - Furniture Layout

Each  reference in this  Sublease  Agreement  ("SUBLEASE")  to any  provision in
Article  1 shall be  construed  to  incorporate  all of the  terms of each  such
provision.  In the event of any conflict  between this Article 1 and the balance
of the Sublease,  the balance of the Sublease shall control.  Capitalized  terms
that are not  defined  in this  Sublease  shall have the  meanings  given in the
Master Lease.

ARTICLE 2:  SUBLEASE PREMISES.

2.1 SUBLEASE. Sublessor hereby subleases the Sublease Premises to Sublessee, and
Sublessee hereby subleases the Sublease Premises from Sublessor,  upon the terms
and conditions  hereinafter set forth.  Sublessee acknowledges that the rentable
area of the Sublease  Premises as specified in Article 1 is an estimate and that
Sublessor does not warrant the exact rentable area of the Sublease Premises.  By
taking possession of the Sublease Premises,  Sublessee accepts the rentable area
of the Sublease Premises as that specified in Article 1.

2.2  CONDITION OF THE SUBLEASE  PREMISES:  "AS IS."  Sublessee  hereby agrees to
accept possession of the Sublease  Premises in its "As Is" condition.  Sublessee
acknowledges  that except as expressly  stated in this  Sublease:  (i) Sublessor
makes no warranties or  representations  regarding the physical condition of the
Sublease Premises; (ii) Sublessee has had an opportunity to inspect the Sublease
Premises;  and the environmental  condition of the Sublease Premises and related
common areas; and to hire experts to conduct such inspections on its behalf; and
(iii) Sublessee is leasing the Sublease  Premises based on its own inspection of
the  Sublease  Premises  and  those of its  agents,  and is not  relying  on any
statements,  representations  or warranties of Sublessor or  Sublessor's  agents
regarding the physical condition of the Sublease Premises.

2.3      IMPROVEMENTS TO THE SUBLEASE PREMISES.

         2.3.1 CONSTRUCTION OF SUBLESSEE  IMPROVEMENTS.  Sublessee may construct
certain interior  improvements  ("SUBLESSEE  IMPROVEMENTS")  within the Sublease
Premises, subject to all the terms and conditions contained in this Sublease and
Section 10 of the Master Lease. The Sublessee  Improvements may include, but not
be limited  to,  reconfiguring  the  Furniture  (as  defined  in Article  21) to
Sublessee's  needs,  construction  of  demising  of walls for a  training  room,
demising of walls for an area for inventory and a demonstration  room,  demising
of walls for a  conference  room,  and all  related  electrical  work,  lighting
fixtures  and  mechanical  work.  Sublessor  shall  have  no  responsibility  to
Sublessee or to any other parties for the  construction  or  installation of the
Sublessee  Improvements.  To the  extent  that  Master  Lessor  consents  to the
Sublessee  Improvements,  Sublessor  shall  not  withhold  its  consent  to such
improvements.

         2.3.2    ALLOWANCE FOR IMPROVEMENTS TO THE SUBLEASE PREMISES.

                  2.3.2.1  AMOUNT.  Sublessor shall provide an allowance for the
Improvement  Costs  (defined  below)  incurred by  Sublessee in  completing  the
Sublessee  Improvements  in an amount of up to $4.00 per  rentable  square foot,
which is equivalent to $44,880 (the "IMPROVEMENT ALLOWANCE"). To the extent that
the costs for the  Sublessee  Improvements  exceed  the  Improvement  Allowance,
Sublessee shall be responsible for such excess costs.

                  2.3.2.2  PAYMENT  TERMS.  Concurrently  with its  request  for
payment of the Improvement Allowance ("PAYMENT REQUEST"), Sublessee shall submit
to Sublessor (i) original lien waivers from all contractors and  subcontractors,
and (ii) such  other  documentation  as  Sublessor  may  reasonably  require  to
evidence  completion of the work pertaining to such payment  (collectively,  the
"REQUEST PACKAGE"). Within thirty (30) days following Sublessor's receipt of the
Request Package,  Sublessor shall deliver to Sublessee:  (i) a written notice of
any amounts  included in the Payment  Request  that are disputed by Sublessor as
outside  of the scope of  Improvement  Costs (as  defined  in  Section  2.3.2.3)
("DISPUTED  AMOUNTS")  (if any),  and (ii) payment of the balance of the Payment
Request (the "UNDISPUTED AMOUNTS").  If Sublessor delivers an notice of Disputed
Amounts,  then the parties  shall  confer and  negotiate  in good faith to reach
agreement as to whether the Disputed Amounts are within the scope of Improvement
Costs.  Sublessee  shall have a right to offset  the  Disputed  Amounts  against
future Rent payable under this  Sublease,.  If a Disputed Amount is not resolved
by the parties in a reasonably  acceptable  manner within 30 days,  either party
may refer the  matter to an  expedited  arbitration  procedure,  for  resolution
within 90 days. The unsuccessful party would be responsible for the costs of the
arbitration  process. If it is determined that the amount contested is not to be
covered by the  Improvement  Allowance,  Sublessor shall not be required to make
such payment to Sublessee  and Sublessee  shall  promptly pay the amount that it
has offset  against rent, if any. If Sublessor  fails to deliver  payment of any
Undisputed Amounts within such thirty (30) day period, then Sublessee shall have
the right to offset the total of such  Undisputed  Amounts  against  future Rent
payable under this Sublease.

                  2.3.2.3  DEFINITION OF IMPROVEMENT  COSTS. As used herein, the
term "IMPROVEMENT  COSTS" shall mean and include all hard and soft costs related
to the design and  construction  of the Sublessee  Improvements,  as approved by
Sublessor  and Master  Lessor (as  required by Section 10 of the Master  Lease),
including without  limitation (i) engineering and  architectural  fees; (ii) the
cost of  processing  applications  for all required  governmental  approvals and
permits, and all fees, taxes or other charges levied by governmental authorities
in connection therewith; (iii) all labor and supervision costs; (iv) the cost of
acquiring  materials,  supplies and equipment rental; (v) the contract price for
all  construction  work undertaken by general  contractors and  sub-contractors,
including  fees,  general  conditions  and  overhead  of  the  contractors,   as
applicable;  (vi) the cost of procuring and installing  Sublessee's signage; and
(vii) any overhead fee or supervisory fee charged under the Master Lease.

                  2.3.2.4  EXCLUSIONS FROM  IMPROVEMENT  COSTS.  The Improvement
Costs shall not include any costs  incurred by Sublessee in completing  any work
or  installations  that are not approved by Sublessor  and Master Lessor or that
are needed for Sublessee's special use of the Sublease Premises or the operation
of Sublessee's  business in the Sublease Premises,  including without limitation
(i) the cost of procuring and installing Sublessee's trade fixtures,  equipment,
cabling, workstations, cubicles, furniture and other personal property necessary
or incidental to the operation of Sublessee's  business;  and (ii) taxes,  fees,
charges and levies by governmental  authorities for the foregoing.  In addition,
the conceptual space planning provided by Sublessor shall be at Sublessor's sole
cost and expense (with up to a maximum of two revisions), and is not included as
part of the Improvement Allowance.

         2.3.3 SUBLESSOR'S  APPROVAL.  Sublessor's approval of Sublessee's plans
for the Sublessee  Improvements  shall in no way be deemed  assurances  that the
Sublessee  Improvements comply with applicable laws, ordinances or codes, or any
implied  warranty of the adequacy or sufficiency of the design or quality of any
items shown  therein.  Sublessor  shall  cooperate with Sublessee by signing any
documents  required to enable  Sublessee to obtain whatever  authorizations  are
required to proceed with the Sublessee Improvements when requested by Sublessee.

2.4      COMPLIANCE WITH LAWS.

         2.4.1 SUBLESSOR'S  OBLIGATIONS.  Sublessor represents and warrants that
to  Sublessor's  Knowledge  (as defined in Article  22.6  below),  the  Sublease
Premises  as they  exist  on the  date  of  this  Sublease  do not  violate  any
ordinance,  rule, code, or regulation of any governmental  agency, and Sublessor
has not received  any notice of such  violation.  Sublessor  agrees to cure such
violations  existing as of the date of this Sublease (to the extent such cure is
the  responsibility  of  Sublessor  under the terms of the  Master  Lease) or to
request  Master  Lessor to cure such  violations  (if  applicable)  which either
prevent  Sublessee  from  obtaining  permits for the Sublessee  Improvements  or
interfere with Sublessee's ability to use and occupy the Sublease Premises.  For
each day that there is a delay in Sublessee's  ability to obtain its permits for
the  Sublessee  Improvements  or to use  the  Sublease  Premises  because  of an
existing  violation,  the Rent  Commencement  Date shall be  delayed;  provided,
however,  if Sublessee is occupying and  conducting its business in the Sublease
Premises, then the Rent Commencement Date shall not be subject to any delay.

         2.4.2  SUBLESSEE'S  OBLIGATIONS.  Sublessee  shall, at Sublessee's sole
cost and  expense,  be  responsible  for bringing  the  Sublease  Premises  into
compliance  with any  statutes,  rules,  regulations,  ordinances,  requirements
(whether presently existing or hereinafter  enacted),  insurance  regulations or
otherwise,   including  but  not  limited  to  compliance  with  Americans  with
Disabilities Act and Title 24 requirements (collectively,  "APPLICABLE LAWS") to
the extent that  compliance  with such Applicable Laws is "triggered" by (i) the
demising of the Sublease  Premises as  contemplated  by this  Sublease,  or (ii)
Sublessee's  specific and unique use or occupancy of the Sublease  Premises;  or
(iii) the Sublessee Improvements or other work to the Sublease Premises, or (iv)
Sublessee's  application  for  a  building  permit  or  any  other  governmental
approval.  Notwithstanding  the  foregoing,  if  Sublessee's  application  of  a
building permit or other  governmental  approval is denied or conditioned on the
correction of violations of Applicable  Laws  pertaining to the condition of the
Premises prior to such submission by Sublessee, then the cost of correcting such
violations of Applicable Laws shall not be the responsibility of Sublessee.

2.5 PERSONAL PROPERTY.  Except as specifically provided in Article 21, Sublessee
acknowledges  that  the  Sublease  Premises  shall  not  include  any  fixtures,
equipment,  cabling,  security  systems,  furniture,  or other personal property
belonging to Sublessor.

2.6  ALTERATIONS  TO  PREMISES.   Sublessee  shall  not  make  any  alterations,
additions,  or improvements to the Sublease  Premises  without the prior written
consent of Sublessor,  which consent shall not be unreasonably withheld, delayed
or conditioned.

ARTICLE 3:  TERMS OF THE MASTER LEASE.

3.1 SUBLEASE SUBORDINATE. This Sublease is subordinate and subject to all of the
terms and conditions of the Master Lease. If the Master Lease terminates for any
reason whatsoever,  this Sublease shall terminate concurrently,  and the parties
hereto  shall be  relieved  of any  liability  thereafter  accruing  under  this
Sublease,  except for the  liabilities of the parties which by the terms of this
Sublease survive the expiration or earlier termination of this Sublease.

3.2  SUBLESSEE'S  OBLIGATIONS.  For the benefit of Master Lessor and  Sublessor,
Sublessee  hereby  expressly  agrees  from and  after the  Commencement  Date to
assume,  to be bound by, and to perform all the terms,  conditions and covenants
of the Master Lease to be  fulfilled,  performed  or observed by Sublessor  with
respect to the Sublease Premises and/or Sublessee's  activities in, on or around
the Sublease  Premises and the Complex.  Sublessee shall not commit or suffer at
any time any act or  omission  that would  violate any  provision  of the Master
Lease.  PLEASE ADD A DEFAULT  PROVISION WITH NOTICE AND  OPPORTUNITY TO CURE, OR
INCORPORATE BY REFERENCE THE ONE THAT IS INCLUDED IN THE MASTER LEASE IN SECTION
19.

3.3 SUBLESSOR'S  OBLIGATIONS.  So long as Sublessee is not in default under this
Sublease  (beyond any applicable  notice and cure period),  Sublessor  shall not
commit  any act or  omission  during  the  Sublease  Term that would lead to the
termination  of the Master Lease by Master Lessor.  However,  if Sublessee is in
default under this Sublease (beyond any applicable  notice and cure period or if
no cure period is specified  in either this  Sublease or the Master  Lease,  and
Sublessee  does not cure  such  default  within  five (5) days  after  receiving
written  notice of such  default),  then  Sublessor  shall have no obligation to
Sublessee to maintain the Master Lease for Sublessee's benefit.

3.4 MASTER LESSOR'S OBLIGATIONS. Sublessor shall not be responsible to Sublessee
for furnishing any service, maintenance or repairs to the Sublease Premises that
are the  obligation  of the  Master  Lessor  under the  Master  Lease,  it being
understood  that Sublessee shall look solely to Master Lessor for performance of
any such service,  maintenance or repairs.  However, if Master Lessor shall fail
to perform its obligations  under the Master Lease,  Sublessor,  upon receipt of
written notice from  Sublessee,  shall use  commercially  reasonable  efforts to
attempt to enforce the  obligations  of Master  Lessor  under the Master  Lease;
provided,  however,  that Sublessor  shall not be required to incur any material
costs or expenses in connection  therewith  unless Sublessee agrees to reimburse
Sublessor for any such costs and expenses as Additional Rent hereunder.

3.5 SUBLESSOR'S RIGHTS AND REMEDIES.  In addition to all the rights and remedies
provided to  Sublessor at law, in equity,  or under the terms of this  Sublease,
(a) in the event of any breach by Sublessee of any of its obligations under this
Sublease  (beyond any applicable  notice and cure period),  Sublessor shall have
all of the rights and remedies  with respect to such breach which are  available
to Master Lessor in the event of any breach under the Master Lease; and (b) as a
further  remedy,  if  Sublessee  fails  to  perform  any  act on its  part to be
performed  pursuant  to the  requirements  of the Master  Lease or as  otherwise
required by this Sublease,  within any applicable grace periods provided herein,
then Sublessor  may, but shall not be obligated to, fulfill such  obligations of
Sublessee, including entering the Sublease Premises to perform any such act, and
all  costs  and  expenses  incurred  by  Sublessor  in doing so shall be  deemed
Additional Rent payable by Sublessee to Sublessor upon demand.

3.6 SUBLESSOR'S REPRESENTATIONS AND WARRANTIES. As an inducement to Sublessee to
enter the Sublease, to Sublessor's Knowledge,  Sublessor represents and warrants
that:

         (a) There are no pending or threatened  actions,  suits or  proceedings
before any court or  administrative  agency against  Sublessor or against Master
Lessor or third  parties which could,  in the  aggregate,  adversely  affect the
Sublease Premises or any part thereof or the ability of Master Lessor to perform
its  obligations  under  the  Master  Lease  or  of  Sublessor  to  perform  its
obligations  under the  Sublease,  and Sublessor is not aware of any facts which
might result in any such actions, suits or proceedings;

         (b)  There  is  no  pending  or  threatened   condemnation  or  similar
proceedings  affecting the Premises or any portion  thereof,  and to Sublessor's
Knowledge no such action currently is contemplated; and

         (c) There are no  defaults  under the Master  Lease,  nor has any event
occurred  that with  notice or the  passage of time would  constitute  a default
under the Master Lease.

3.7 SUBLESSEE'S REPRESENTATIONS AND WARRANTIES. As an inducement to Sublessor to
enter the Sublease, to Sublessee's actual current knowledge, Sublessee
represents and warrants that:

         (a) There are no pending or threatened  actions,  suits or  proceedings
before any court or  administrative  agency  against  Sublessee or third parties
which could,  in the aggregate,  adversely  affect the Sublease  Premises or any
part thereof or the ability of Sublessee  to perform its  obligations  under the
Sublease, and Sublessee is not aware of any facts which might result in any such
actions, suits or proceedings.

ARTICLE 4:  SUBLEASE TERM.

4.1  COMMENCEMENT AND TERMINATION  DATES.  The term of this Sublease  ("SUBLEASE
TERM") shall be for the period of time commencing on the scheduled  commencement
date  described  in  Article  1 (the  "COMMENCEMENT  DATE")  and  ending  on the
termination  date  described in Article 1 or on such earlier date of termination
as provided in this Sublease (the "TERMINATION DATE").

4.2 DELAY IN COMMENCEMENT. If for any reason possession of the Sublease Premises
has not been  delivered to Sublessee by the scheduled  Commencement  Date or any
other date,  Sublessor  shall not be liable to  Sublessee or any other person or
entity for any loss or damage resulting  therefrom.  In the event of such delay,
the Commencement  Date and the Rental  Commencement  Date shall be delayed by an
equivalent  period of time, but the Termination  Date shall not be extended.  If
Sublessor is unable to deliver  possession of the Sublease Premises to Sublessee
by August 31, 2002, then Sublessee may terminate this Sublease by giving written
notice to Sublessor at any time after that date,  and the parties  shall have no
further liability  thereafter accruing under this Sublease;  provided,  however,
that if Sublessor  tenders  possession  to Sublessee  within five (5) days after
receipt of Sublessee's notice of termination, such notice shall be void.

4.3 EARLY  OCCUPANCY.  If Sublessor and Master Lessor permit Sublessee to occupy
the Sublease  Premises prior to the  Commencement  Date, such occupancy shall be
subject  to  all  of  the  provisions  of  this  Sublease  (including,   without
limitation,  Articles 10 and 14) and the Master Lease,  including the payment of
Additional Rent. Early occupancy of the Sublease  Premises shall not advance the
Termination  Date.  Sublessee  shall,  prior to entering the Sublease  Premises,
deliver to Sublessor  certificates of insurance evidencing the policies required
of Sublessee under this Sublease.

ARTICLE 5:  RENT AND ADDITIONAL EXPENSES.

5.1 PAYMENT OF RENT. All monies  payable by Sublessee  under this Sublease shall
constitute  "RENT" for all purposes under this Sublease.  All Rent shall be paid
in lawful money of the United States,  without any deduction,  offset or demand,
to  Sublessor  at the  address  specified  in Article 1 or such  other  place as
Sublessor may  designate in writing.  No payment by Sublessee of a lesser amount
than the Rent herein  stipulated  shall be deemed to be other than on account of
the earliest  stipulated  Rent,  nor shall any  endorsement  or statement on any
check or any  letter  accompanying  any  check or  payment  of Rent be deemed an
accord and satisfaction,  and Sublessor may accept such check or payment without
prejudice  to its right to  recover  the  balance  of such Rent or to pursue any
other remedy.  Rent for any partial  calendar  months at the beginning or end of
the Sublease Term shall be prorated based on a thirty (30) day month.

5.2 MINIMUM MONTHLY RENT.  Sublessee shall pay to Sublessor the sum set forth in
Article 1 hereof as "MINIMUM MONTHLY RENT", in advance, on the first day of each
calendar  month   throughout  the  Sublease  Term,   commencing  on  the  Rental
Commencement Date.

5.3 ADDITIONAL RENT.  Commencing on the Commencement Date (or, if earlier,  upon
occupancy  of the  Sublease  Premises  by  Sublessee),  Sublessee  shall  pay to
Sublessor,  on the first  day of each  calendar  month,  as  "ADDITIONAL  RENT,"
Sublessee's  Pro Rata Share (based on the  percentage set forth in Article 1.12)
of estimated payments due under the Master Lease for Operating Expenses and Real
Property  Taxes  for the  Premises.  However,  notwithstanding  anything  to the
contrary contained in this Sublease,  Sublessee shall not be required to pay any
Additional  Rent or perform any obligation  that is (i) fairly  allocable to any
period of time prior to the Commencement  Date or following the Termination Date
or earlier  expiration  of the Sublease  Term;  or (ii) payable as a result of a
default by Sublessor of any of its  obligations  under the Master Lease  (unless
such default is a result of Sublessee's default under this Sublease).  As of the
Commencement  Date,  Additional Rent is estimated to be Twenty-six cents ($0.26)
per rentable square foot per month.

         Pursuant to the terms of the Master Lease, Master Lessor is required to
reconcile  the actual  expenses  for the  Premises as compared to the  estimated
payments made  throughout  the preceding  calendar year.  Following  Sublessor's
receipt of such  reconciliation  from Master  Lessor,  Sublessor  shall promptly
forward  a copy of such  reconciliation  to  Sublessee,  and  there  shall be an
adjustment between Sublessor and Sublessee for any over or under payment of such
Additional Rent items for the preceding calendar year, with payment to Sublessor
or credit to  Sublessee  against the next  installment  of  Additional  Rent (or
refund  following the expiration of the Sublease Term), as the case may require,
within 10 days after Sublessor's delivery of such reconciliation to Sublessee.

5.4 PREPAID RENT.  Concurrently  with  Sublessee's  execution of this  Sublease,
Sublessee shall pay to Sublessor the sum specified in Article 1 as Prepaid Rent,
which  shall  be  applied  to the  installments  of  Minimum  Monthly  Rent  and
Additional Rent first coming due under this Sublease.

5.5 LATE  CHARGE.  If  Sublessee  fails to pay any Rent within five (5) business
days  following the date that such Rent is due hereunder,  then Sublessee  shall
pay Sublessor a late charge equal to ten percent (10%) of such delinquent amount
as liquidated damages for Sublessee's failure to make timely payment,  but in no
event more than the  maximum  late  charge  allowed by law;  provided,  however,
Sublessee  shall be entitled to one waiver  during the Sublease Term of the late
charges set forth in this section. Any notice given by Sublessor pursuant to any
statute  governing  unlawful  detainer  actions shall be deemed to be concurrent
with, and not in addition to, the notice required  herein.  This provision for a
late charge  shall not be deemed to grant  Sublessee a grace period or extension
of time for performance.  If any Rent remains  delinquent for a period in excess
of fifteen (15) days then, in addition to such late charge,  Sublessee shall pay
to Sublessor interest on the delinquent amount from the date such amount was due
until the date such amount is paid in full,  at the Interest Rate (as defined in
Section 1.12 of the Master Lease).

5.6 RENT ABATEMENT.  If Sublessor receives an abatement of Rent under the Master
Lease pertaining to the Sublease  Premises,  then Sublessee shall be entitled to
an abatement of Rent for the same period in the proportion  that rentable square
feet of the Sublease  Premises that Sublessee is prevented from using,  and does
not use,  bears to the total  rentable  square  feet of the  Sublease  Premises.
Notwithstanding  the  foregoing  to the  contrary,  if the  damage is due to the
negligence   or  willful   misconduct  of  Sublessee  or   Sublessee's   agents,
contractors,  licensees,  subtenants,  employees or invitees,  there shall be no
abatement of Rent to the extent there are insufficient rent loss proceeds.

ARTICLE 6:  SECURITY DEPOSIT.

6.1 SECURITY DEPOSIT.  Upon execution of this Sublease,  Sublessee shall deposit
with  Sublessor  in cash the sum  specified  in  Article 1 hereof as a  security
deposit,  and not as prepayment of rent (the "SECURITY  DEPOSIT").  The Security
Deposit  shall  be  held by  Sublessor  as  security  for  Sublessee's  faithful
performance under this Sublease.  If Sublessee fails to pay any Rent as and when
due under this Sublease or otherwise fails to perform its obligations hereunder,
then  Sublessor  may, at its option and without  prejudice  to any other  remedy
which  Sublessor  may have,  apply,  use or  retain  all or any  portion  of the
Security Deposit toward the payment of delinquent Rent or for any loss or damage
sustained  by Sublessor  due to such  failure by Sublessee  and, in this regard,
Sublessee  hereby  waives  any  restriction  on the uses to which  the  Security
Deposit may be put contained in any applicable law.  Sublessee shall upon demand
restore the Security Deposit to the original sum deposited. The Security Deposit
shall  not bear  interest  nor  shall  Sublessor  be  required  to keep such sum
separate from its general funds.  If Sublessor  transfers the Sublease  Premises
during  the  Sublease  Term,  Sublessor  may pay  the  Security  Deposit  to any
transferee  of  Sublessor's  interest  in  conformity  with  the  provisions  of
applicable law, in which event the transferring  Sublessor will be released from
all liability for the return of the Security  Deposit  provided such  transferee
assumes Sublessor's  obligations under this Sublease.  Provided Sublessee is not
in default beyond any applicable notice and cure period,  then to the extent not
otherwise applied by Sublessor as provided herein, the Security Deposit shall be
returned  to  Sublessee  within  thirty (30) days after the  termination  of the
Sublease Term. In the event of bankruptcy or other  debtor-creditor  proceedings
filed by or  against  Sublessee,  such  Security  Deposit  shall be deemed to be
applied first to the payment of Rent due  Sublessor  for the period  immediately
prior to the filing of such proceedings.

6.2 REDUCTION IN THE SECURITY DEPOSIT. Provided that Sublessee has not paid Rent
later  than the fifth  (5th) day of any month and has not been in default of any
Sublease  provisions  more than once during each Sublease Year (other than those
pertaining  to the payment of Rent,  which are  governed by the first  clause of
this  paragraph),  Sublessor shall apply $18,811.00 from the Security Deposit to
the  installment  of Minimum  Monthly Rent and  Additional  Rent payable for the
thirty-first (31st) month of the Sublease Term. Following the application of the
Security  Deposit to Rent as described in the  preceding  sentence,  Sublessee's
Security Deposit requirement under the terms of the Sublease shall be reduced by
such  amount(s) for the balance of the Sublease  Term. As used herein,  the term
"Sublease  Year"  shall mean each  12-month  period  during the  Sublease  Term,
beginning on the Commencement Date.

ARTICLE 7:  USE.

7.1 USE OF THE SUBLEASE  PREMISES.  Sublessee  shall use the  Sublease  Premises
solely for the purposes  specified in Article 1 in strict  conformance  with the
applicable   requirements  of  the  Master  Lease,  and  for  no  other  purpose
whatsoever.

7.2 SUITABILITY. Sublessee acknowledges that, except as may be explicitly stated
in this  Sublease,  neither  Sublessor  nor any agent of Sublessor  has made any
representation or warranty with respect to the Sublease Premises,  the permitted
uses that can be made of the  Sublease  Premises  under  existing  laws,  or the
suitability of the Sublease  Premises for the conduct of  Sublessee's  business,
nor  has  Sublessor  agreed  to  undertake  any   modification,   alteration  or
improvement to the Sublease Premises.

7.3      HAZARDOUS MATERIALS.

         7.3.1 DEFINITIONS.  As used herein, the term "HAZARDOUS MATERIAL" shall
mean any  hazardous  or toxic  substance,  material or waste which is or becomes
regulated  by any  state,  federal,  or local  government  authority,  including
without limitation all of those materials and substances designated as hazardous
or toxic by the Environmental  Protection  Agency,  the Department of Labor, the
Department of Transportation,  the Department of Agriculture,  the Department of
Health Services or the Food and Drug Agency.  Without limiting the generality of
the foregoing,  the term  "Hazardous  Material" shall include (i) any substance,
product, waste or other material of any nature whatsoever which may give rise to
liability  under  any  statutory  or  common  law  theory  based on  negligence,
trespass,  intentional tort,  nuisance or strict liability or under any reported
decisions of a state or federal  court;  (ii)  gasoline,  diesel fuel,  or other
petroleum   hydrocarbons;   (iii)  polychlorinated   biphenyls;   (iv)  asbestos
containing materials; (v) urea formaldehyde foam insulation; and (vi) radon gas.
As used herein,  the term  "Hazardous  Material  Law" shall mean any  applicable
statute, law, ordinance,  or regulation of any governmental body or agency which
regulates the use, storage, generation,  discharge,  treatment,  transportation,
release, or disposal of any Hazardous Material.

         7.3.2  USE  RESTRICTION.  Sublessee  shall  not  cause  or  permit  any
Hazardous  Material  to  be  used,  stored,  generated,   discharged,   treated,
transported to or from,  released or disposed of in, on, over, through, or about
the Sublease Premises,  or any other land or improvements in the vicinity of the
Sublease  Premises,  without  the prior  written  consent  of Master  Lessor and
Sublessor,  which consent may be withheld in the sole and absolute discretion of
Master Lessor and/or Sublessor;  provided, however, that subject to the terms of
Section 8.4 of the Master Lease, Sublessee may use small quantities of household
cleaners and office  supplies  typically  used in connection  with  professional
offices so long as such use is in strict compliance with all Hazardous  Material
Law. In addition,  concurrently  with the execution of this Sublease,  Sublessee
shall  complete  and deliver to  Sublessor  and Master  Lessor an  Environmental
Questionnaire  in the form  attached as EXHIBIT "H" to the Mater Lease.  Without
limiting the  generality of the  foregoing,  (a) any use,  storage,  generation,
discharge, treatment, transportation, release, or disposal of Hazardous Material
by Sublessee shall strictly comply with all applicable  Hazardous Material Laws,
and (b) if the presence of Hazardous Material on the Sublease Premises caused or
permitted  by  Sublessee  or  its  agents,  employees,   invitees,  visitors  or
contractors  results in contamination of the Sublease Premises or any soil, air,
ground or surface  waters  under,  through,  over,  on, in or about the Sublease
Premises,  Sublessee,  at its expense, shall promptly take all actions necessary
to remediate such condition in accordance with all applicable Hazardous Material
Laws.

         7.3.3  SUBLESSOR'S  REPRESENTATION.  Except as previously  disclosed to
Sublessee, to Sublessor's Knowledge,  (i) no Hazardous Material is present on or
about the Sublease Premises or the soil,  surface water or groundwater  thereof;
(ii) no underground storage tanks are present on or about the Sublease Premises;
and (iii) no action,  proceeding or claim is pending or threatened regarding the
Sublease Premises concerning any Hazardous Material or pursuant to any Hazardous
Material Law.

         7.3.4  EXEMPTION OF  SUBLESSEE.  Sublessee  shall have no obligation or
liability  with  respect  to any  Hazardous  Materials  placed  on or about  the
Sublease Premises prior to the Commencement Date, except to the extent that such
contamination   has  been  exacerbated  by  Sublessee  or  Sublessee's   agents,
employees,  invitees,  visitors  or  contractors  or by  Sublessee's  failure to
perform its obligations under this Section 7.

ARTICLE 8:  SURRENDER.

8.1  CONDITION  OF THE  SUBLEASE  PREMISES.  Subject to the  provisions  of this
Sublease and the Master Lease regarding damage or destruction due to casualty or
condemnation,  upon the  expiration  or earlier  termination  of this  Sublease,
Sublessee  shall,  at its sole cost and expense,  deliver the Sublease  Premises
broom clean and in as good order,  condition  and repair as when  received or as
improved by  Sublessee,  with all of  Sublessee's  personal  property  and those
items, if any, of Sublessee  Improvements or alterations identified by Sublessor
pursuant to Section 8.3 removed..  Furthermore,  Sublessee  agrees to repair any
damage to the Sublease Premises,  or the building of which the Sublease Premises
are a part,  caused by or related to the  removal of any  articles  of  personal
property, business or trade fixtures, machinery, equipment,  cabinetwork, signs,
furniture,  movable  partitions  or permanent  improvements  or additions  which
Sublessor  allows or  requires  Sublessee  to remove  pursuant  to Section  8.3,
including, without limitation,  repairing the floor and patching and/or painting
the  walls  where  required  by  Sublessor  to the  reasonable  satisfaction  of
Sublessor  and/or  Master  Lessor,  all at  Sublessee's  sole cost and  expense.
Sublessee shall indemnify Sublessor against any loss or liability resulting from
delay by Sublessee in so surrendering the Sublease Premises,  including, without
limitation,  any claims made by the Master Lessor and/or any  succeeding  tenant
founded on such delay. Such indemnity obligation shall survive the expiration or
earlier termination of this Sublease.

8.2 SUBLESSOR'S RIGHT TO ACCESS. In the thirty (30) days prior to the expiration
of this  Sublease,  or such longer time as is  reasonably  necessary,  Sublessor
shall have the right,  upon at least  twenty-four  (24) hours prior  notice,  to
enter the Sublease Premises to remove personal property  belonging to Sublessor,
if any (including without limitation any business or trade fixtures,  machinery,
equipment,  cabinetwork,  signs,  furniture,  and  movable  partitions  owned by
Sublessor  and  located  within  the  Sublease   Premises)  and  to  remove  any
improvements or additions, if any, that Sublessor is required to remove prior to
surrender of the  Premises  pursuant to the Master  Lease (not  including  those
items to be removed by Sublessee pursuant to Article 8.1 of this Sublease).  Any
work  performed by  Sublessor  pursuant to the terms of the  preceding  sentence
shall be done in a reasonable manner to minimize the amount of inconvenience and
interference  to  Sublessee's  use  and  occupancy  of  the  Sublease  Premises;
provided,  however,  Sublessor  shall not be liable  to  Sublessee  for any such
inconvenience  or  interference  caused by  Sublessor's  exercise  of its rights
pursuant to this provision.

8.3 REMOVAL OF SUBLESSEE  IMPROVEMENTS AND  ALTERATIONS.  Sublessee shall not be
required to remove any of the Sublessee Improvements or alterations installed by
or on behalf of Sublessee  unless  Sublessee  is  notified,  at the time that it
requests  consent to such  improvements or alterations,  that such  improvements
and/or  alterations must be removed at the end of the Sublease Term. In no event
will Sublessee be required to remove any alterations and/or  improvements in the
Sublease  Premises  which were not  installed  by or on behalf of  Sublessee  or
Sublessee's licensees or subtenants.

ARTICLE 9:  CONSENT.  Whenever  the  consent  or  approval  of Master  Lessor is
required  pursuant to the terms of the Master  Lease,  for the  purposes of this
Sublease,  Sublessee,  in each such  instance,  shall be  required to obtain the
written  consent or  approval  of both Master  Lessor and  Sublessor.  If Master
Lessor  refuses to grant its consent or  approval,  Sublessor  may  withhold its
consent or approval and Sublessee  agrees that such action by Sublessor shall be
deemed reasonable.

ARTICLE 10: INSURANCE. All insurance policies required to be carried by "Tenant"
under the Master Lease shall be maintained by Sublessee pursuant to the terms of
the Master Lease; provided,  however, that Subtenant shall not have a deductible
amount  exceeding Five Thousand  Dollars  ($5,000.00).  Such policies shall name
Sublessor  and  Master  Lessor  (and such  other  lenders,  persons,  firms,  or
corporations  as are  designated  by Sublessor or Master  Lessor) as  additional
insureds by endorsement.  All policies shall be written as primary policies with
respect  to the  interests  of  Master  Lessor  and  Sublessor  and  such  other
additional  insureds  and shall  provide  that any  insurance  carried by Master
Lessor  or  Sublessor  or such  other  additional  insureds  is  excess  and not
contributing  insurance with respect to the insurance  required  hereunder.  All
policies  shall also contain  "cross  liability" or  "severability  of interest"
provisions  and shall  insure  the  performance  of the  indemnity  set forth in
Article 14 of this Sublease. Sublessee shall provide Master Lessor and Sublessor
with copies or  certificates  of all  policies,  including  in each  instance an
endorsement  providing  that such  insurance  shall not be  cancelled or amended
except  after  thirty  (30) days  prior  written  notice to  Master  Lessor  and
Sublessor.  All  certificates  delivered to Master  Lessor and  Sublessor  shall
specify the limits of the policy and all deductibles thereunder.

ARTICLE 11:  NOTICES.

11.1 NOTICE REQUIREMENTS.  All notices,  demands,  consents, and approvals which
may or are required to be given by either party to the other under this Sublease
shall be in writing and may be given by (i) personal  delivery,  (ii) nationally
recognized   overnight   courier  such  as  Federal  Express,   (iii)  facsimile
transmission,  or (iv) United States  registered or certified  mail addressed as
shown in  Article  1. Any  notice  or  demand  so given  shall be  deemed  to be
delivered or made on (i) the date  personal  service is effected,  (ii) the next
business day if sent by overnight  courier,  (iii) the same day as given if sent
by facsimile transmission which is received by 5:00 p.m. Pacific time so long as
a copy is concurrently  deposited in the United States mail, postage prepaid, or
(iv) the second  business day after the same is  deposited in the United  States
Mail as registered  or certified  and  addressed as above  provided with postage
thereon fully prepaid. Either party hereto may change its address at any time by
giving written  notice of such change to the other party in the manner  provided
herein at least ten (10)  calendar days prior to the date such change is desired
to be effective.

11.2 NOTICES FROM MASTER  LESSOR.  Each party shall provide to the other party a
copy of any notice or demand  received from or delivered to Master Lessor within
one (1) business day of receiving or delivering such notice or demand.

ARTICLE 12:  DAMAGE,  DESTRUCTION,  CONDEMNATION.  To the extent that the Master
Lease  gives  Sublessor  any rights  following  the  occurrence  of any  damage,
destruction or  condemnation to terminate the Master Lease, to repair or restore
the Sublease Premises,  to contribute toward such repair or restoration costs to
avoid termination,  to obtain and utilize insurance or condemnation  proceeds to
repair or restore the  Sublease  Premises,  or any similar  rights,  such rights
shall be  reserved  to and  exercisable  solely  by  Sublessor,  in its sole and
absolute  discretion,  and not by  Sublessee.  The exercise of any such right by
Sublessor shall under no circumstances constitute a default or breach under this
Sublease or subject Sublessor to any liability therefor.

ARTICLE 13: ENTRY BY SUBLESSOR.  Sublessee shall permit Sublessor and its agents
to enter the Sublease  Premises at any  reasonable  time during  business  hours
(i.e.,  between 8:00 a.m. and 5:00 p.m.) for the purpose of inspecting  the same
or posting a notice of non-responsibility for alterations, additions or repairs,
provided that Sublessor  provides at least  twenty-four  (24) hours prior notice
(except that no notice shall be required in the case of emergency).

ARTICLE 14:  INDEMNITY; EXEMPTION OF SUBLESSOR FROM LIABILITY.

14.1  SUBLESSEE  INDEMNITY.  Sublessee  shall  indemnify,  defend (with  counsel
reasonably  satisfactory to Sublessor),  protect and hold harmless Sublessor and
its  agents,  employees,   contractors,   stockholders,   officers,   directors,
successors  and assigns from and against any and all claims,  demands,  actions,
suits, proceedings, liabilities, obligations, losses, damages, judgments, costs,
penalties,  fines,  and  expenses  (including,  but not limited to,  attorneys',
consultants' and expert witness fees) arising out of, resulting from, or related
to (i) any injury or death to any person or injury or damage to property  caused
by, arising out of, or involving any of the following:  (A)  Sublessee's  use of
the Sublease  Premises,  the conduct of  Sublessee's  business  therein,  or any
activity, work or thing done, permitted or suffered by Sublessee in or about the
Sublease Premises or the common areas of the Building, (B) a breach by Sublessee
in the  performance  in a timely  manner of any  obligation  of  Sublessee to be
performed  under this Sublease,  or (C) the negligence or willful  misconduct of
Sublessee or Sublessee's agents, contractors,  employees, subtenants, licensees,
or invitees,  and/or (ii) the storage,  use, generation,  discharge,  treatment,
transportation,  presence,  release or  disposal  of any  Hazardous  Material by
Sublessee or its agents,  employees,  invitees,  visitors or contractors in, on,
over,  through,  from,  about,  or beneath the  Sublease  Premises or any nearby
premises.  This indemnity shall survive the expiration or earlier termination of
this Sublease.

14.2  SUBLESSOR  INDEMNITY.  Sublessor  shall  indemnify,  defend (with  counsel
reasonably satisfactory to Sublessee),  protect and hold Sublessee harmless from
and  against  any  and  all  claims,  demands,   actions,  suits,   proceedings,
liabilities,   obligations,   losses,   damages,   judgments,   costs,  expenses
(including,  but not limited to,  attorneys',  consultants'  and expert  witness
fees) arising out of,  resulting  from, or related to any injury or death to any
person or injury or damage to property  caused by, arising out of, or involving:
(i) the active  negligence  or willful  misconduct  of Sublessor or  Sublessor's
agents, contractors,  employees, subtenants, licensees, or invitees, or (ii) any
breach or any  representation or warranty of Sublessor made under this Sublease,
or (iii) any breach under the Master Lease by Sublessor.  This  indemnity  shall
survive the expiration or earlier termination of this Sublease.

14.3 SUBLESSEE  WAIVER.  Sublessee,  as a material part of the  consideration to
Sublessor,  hereby  assumes  all risk of damage to property or injury to persons
in, upon or about the Sublease  Premises  arising  from any cause and  Sublessee
hereby  waives  all  claims in  respect  thereof  against  Sublessor,  except in
connection  with  damage or injury  caused  solely  by the gross  negligence  or
willful  misconduct of Sublessor or its authorized  agents;  provided,  however,
that in no event  shall  Sublessor  be  liable  for any loss of  profits  or any
special, indirect, incidental, consequential or punitive damages, however caused
and on any theory of  liability.  This waiver shall  survive the  expiration  or
earlier termination of this Sublease.

14.3  MUTUAL  WAIVER OF  SUBROGATION.  Each party  (the  "FIRST  PARTY")  hereby
releases  the other party (the  "SECOND  PARTY"),  and its  partners,  officers,
agents,  employees,  and  servants,  from  any and all  claims,  demands,  loss,
expense,  or injury to the Sublease  Premises or to the  furnishings,  fixtures,
equipment,  inventory,  or  other  property  in,  about,  or upon  the  Sublease
Premises, which is caused by or results from perils, events, or happenings which
are the subject of fire or other casualty  insurance  carried by the First Party
at the time of such loss or which  would have been in force had the First  Party
carried the insurance required  hereunder or by the Master Lease  (collectively,
the  "EFFECTIVE  COVERAGE")  irrespective  of any  negligence on the part of the
Second Party that may have  contributed  to or caused such loss;  subject to the
following  limitations:  (i) the Second  Party  shall not be  released  from any
liability  to the extent  that such  damages  are not  covered by the  insurance
recovery  under the Effective  Coverage or are the result of willful acts by the
Second Party, and (ii) the Second Party shall be responsible for reimbursing the
First  Party for any  deductible  owed as a result of such  damages.  Each party
shall use  commercially  reasonable  efforts to obtain,  if needed,  appropriate
endorsements  to its  policies  of  insurance  with  respect  to  the  foregoing
releases;  provided, however, that failure to obtain such endorsements shall not
affect the releases hereinabove given.

ARTICLE 15:  ASSIGNMENT AND  SUBLETTING.  Sublessee  shall not voluntarily or by
operation  of law  assign  this  Sublease  or enter into  license or  concession
agreement,  sublet  all or any  part  of the  Sublease  Premises,  or  otherwise
transfer,  mortgage,  pledge,  hypothecate  or  encumber  all  or  any  part  of
Sublessee's  interest in this  Sublease or in the Sublease  Premises or any part
thereof,  without the prior written  consent of Master  Lessor  (pursuant to the
terms  of  the  Master  Lease)  and  Sublessor   (whose  consent  shall  not  be
unreasonably  withheld,  conditioned  or delayed).  Any attempt to do so without
such  consent  being  first  had and  obtained  shall be  wholly  void and shall
constitute  a  default  by  Sublessee  under  this  Sublease.  Sublessee  hereby
irrevocably assigns to Sublessor all Rent and other sums or consideration in any
form, from any subletting or assignment,  and agrees that Sublessor, as assignee
and as  attorney-in-fact  for Sublessee,  or a receiver for Sublessee  appointed
upon Sublessor's application, may collect such Rent and other sums and apply the
same against  amounts  owing to Sublessor in the event of  Sublessee's  default;
provided,  however, that until the occurrence of any act of default by Sublessee
or Sublessee's  subtenant,  Sublessee shall have the right to collect such sums,
provided  that all sums in excess of the Minimum  Monthly  Rent set forth herein
which any  subtenant  covenants to pay shall belong  solely and  exclusively  to
Sublessor and be paid to Master  Lessor in  accordance  with Section 18.5 of the
Master Lease. Notwithstanding any assignment or subletting,  Sublessee shall not
be relieved of its  obligations  hereunder,  and a consent to one  assignment or
subletting  shall not constitute a consent to any other assignment or subletting
or a waiver of the provisions of this section.

ARTICLE  16:  DELIVERY OF  DOCUMENTS.  Sublessee  shall  execute and deliver any
document or other instrument  required by Master Lessor or Sublessor pursuant to
the Master Lease  within five (5) days  following  receipt of a written  request
from Master Lessor or  Sublessor.  Failure to comply with this  provision  shall
constitute a default by Sublessee under this Sublease without any further notice
to Sublessee.

ARTICLE 17: HOLDING OVER. Any holding over by Sublessee after the termination of
the Sublease Term shall  constitute a tenancy at sufferance and not a renewal or
extension of this  Sublease or give  Sublessee  any rights in or to the Sublease
Premises. In the event of any such holding over, Sublessor and Master Lessor may
seek any and all remedies  available to Sublessor and/or Master Lessor at law or
in equity, and Sublessee shall pay Sublessor upon demand, (i) an amount equal to
the greater of : (A) One Hundred  Seventy Five Percent (175%) of the most recent
applicable  Minimum  Monthly  Rent,  or (B) fair market  value for the  Sublease
Premises at such time,  computed  on a daily basis for each day of the  holdover
period,  plus (ii) all other amounts due and payable  under the  Sublease,  plus
(iii) all other  amounts that  Sublessor  may become liable for under the Master
Lease;  provided  nothing  herein shall be construed to require  Sublessee to be
responsible for consequential damages.

ARTICLE 18:  OPTIONS.  Any right of Sublessor to extend or renew the term of the
Master  Lease or to expand  the  Premises  (if any),  shall be  reserved  to and
exercisable solely by Sublessor,  in its sole discretion,  and not by Sublessee.
Sublessor  agrees to exercise  such  rights to extend or renew the Master  Lease
only to the extent necessary to fulfill its obligations under this Sublease.

ARTICLE  19:  PARKING.  Subject  to the  terms  of the  Master  Lease  and  such
reasonable rules and regulations that may be promulgated by Master Lessor and/or
Sublessor from time to time,  Sublessee  shall have the  non-exclusive  right in
common  with other  tenants and  occupants  of the  Building  to use,  free of a
monthly fee during the Sublease Term, the number of parking spaces referenced in
Article 1, located in the Phase One common areas.

ARTICLE 20:  SIGNAGE.  Subject to the terms and conditions of Section 8.3 of the
Master Lease, Sublessee shall have the right to place up to two (2) signs on the
two (2) building facades (an example of which is shown on one of the attachments
to  EXHIBIT  D) closest to the  Southwest  corner of the  building  of which the
Sublease  Premises  are a part.  Such two (2)  signs  shall  not  exceed  in the
aggregate  Thirty (30) square feet and shall  otherwise be in strict  compliance
with the sign criteria attached hereto as EXHIBIT D.

ARTICLE  21:  FURNITURE.  For the  Sublease  Term and  subject  to the  terms of
Paragraph  14,  Sublessee  shall  be  entitled  to use  all  existing  furniture
currently  located at the  Sublease  Premises,  which is shown on the  furniture
layout  attached  as EXHIBIT E (the  "Furniture").  In the event that  Sublessee
requires additional  furniture,  fixtures or equipment,  Sublessee shall acquire
such  furniture,  fixtures or equipment at its sole cost and expense.  Sublessee
agrees to take  possession  of the  Furniture  "AS IS",  without  relying on any
representation  or warranty by Sublessor as to the  condition of the  Furniture.
Sublessee  further  acknowledges that neither Sublessor nor its agents have made
any representations or warranties,  express or implied, as to the suitability or
fitness of the  Furniture  for the  conduct of  Sublessee's  business or for any
other purpose.  Sublessee agrees, at its sole cost and expense,  to maintain the
Furniture in the same  condition and repair,  allowing for  reasonable  wear and
tear.  In accordance  with the terms of Section 12 the Master  Lease,  Sublessee
shall maintain  insurance on the Furniture during the Sublease Term in an amount
not less than the full replacement cost thereof. In the event that the Furniture
is damaged  during the Sublease  Term,  Sublessor  shall be given the  insurance
proceeds for the replacement cost of the Furniture damaged;  provided,  however,
Sublessor  shall be under no  obligation to replace the damaged  Furniture.  Any
installations,  replacements,  and  substitutions  of parts or accessories  with
respect  to any of the  Furniture  shall  be paid  for by  Sublessee  and  shall
constitute  accessions  and shall become part of the  Furniture and shall be the
property of Sublessor.  Sublessor shall not be under any liability or obligation
in any manner to provide service,  maintenance,  replacements or repairs for the
Furniture.  The  Furniture  shall remain at all times the property of Sublessor,
and  shall  be used by  Sublessee  during  the  Sublease  Term  free of  charge;
provided,  however,  if during  the entire  Sublease  Term  Sublessee  fully and
faithfully performs every provision of this Sublease to be performed by it, then
following  Sublessee's  surrender  of the  Sublease  Premises  in the  condition
required  by this  Sublease,  Sublessor  shall  transfer  all  right,  title and
interest in the Furniture to Sublessee for no additional consideration and shall
execute a bill of sale  acknowledging  such transfer (with all transfer taxes to
by paid by Sublessee).

ARTICLE 22: GENERAL PROVISIONS.

22.1  SEVERABILITY.  If any term or provision  of this  Sublease  shall,  to any
extent,  be  determined  by a court of competent  jurisdiction  to be invalid or
unenforceable, the remainder of this Sublease shall not be affected thereby, and
each term and provision of this Sublease  shall be valid and  enforceable to the
fullest extent permitted by law.

22.2 ATTORNEYS'  FEES;  COSTS OF SUIT. If Sublessee or Sublessor shall bring any
action or proceeding for any relief against the other, declaratory or otherwise,
arising out of this  Sublease,  including any suit by Sublessor for the recovery
of Rent or possession of the Sublease  Premises,  the prevailing  party shall be
entitled to recover its reasonable  attorneys'  fees,  expert witness' fees, and
costs.

22.3 WAIVER.  No covenant,  term or  condition  or the breach  thereof  shall be
deemed waived, except by written consent of the party against whom the waiver is
claimed,  and any waiver of the breach of any covenant,  term or condition shall
not be deemed to be a waiver of any other  covenant,  term or  condition  or any
subsequent  failure to perform  the same or any other  such  term,  covenant  or
condition.  Acceptance by Sublessor of any  performance  by Sublessee  after the
time the same shall have become due shall not  constitute  a waiver by Sublessor
of the breach or default of any  covenant,  term or condition  unless  otherwise
expressly agreed to by Sublessor in writing.

22.4 BROKERAGE COMMISSIONS. The parties represent and warrant to each other that
they have dealt with no brokers,  finders,  agents or other person in connection
with the transaction contemplated hereby to whom a brokerage or other commission
or fee may be  payable,  except for the  brokers  named in Article 1, whose fees
shall be paid pursuant to a separate written agreement by Sublessor.  Each party
shall indemnify, defend and hold the other harmless from any claims arising from
any breach by the indemnifying  party of the representation and warranty in this
Section 22.4.

22.5 BINDING  EFFECT.  Preparation  of this Sublease by Sublessor or Sublessor's
agent and  submission  of the same to Sublessee  shall not be deemed an offer to
lease. This Sublease shall become binding upon Sublessor and Sublessee only when
fully executed by Sublessor and Sublessee.  Sublessor and Sublessee  acknowledge
and agree that this Sublease is expressly conditioned upon obtaining the consent
of  Master  Lessor  hereto  following  such  full  execution  by  Sublessor  and
Sublessee, which consent may be in the form attached as EXHIBIT C hereto or such
other form as Master  Lessor may  require.  In the event such  consent is not so
obtained within  forty-five (45) days following the date of this Sublease,  then
this Sublease  shall  automatically  terminate  and be without  further force or
effect. In such event,  Sublessor shall promptly return to Sublessee any Prepaid
Rent and  Security  Deposit  paid by  Sublessee  to  Sublessor  pursuant to this
Sublease,  and  neither  party  shall  have any  liability  to the  other  party
thereafter accruing.

22.6  SUBLESSOR'S  KNOWLEDGE.  As used in this Sublease,  the term  "Sublessor's
Knowledge" or words of similar import shall mean the actual current knowledge of
Robert  W.  Kraiss  and/or  Catherine  Eckerman,  without  the  duty of  further
investigation  or  inquiry  with  respect  to the  matter to which  such  actual
knowledge pertains; provided, however, in no event shall this Sublease give rise
to any  personal  obligation,  liability or duty on the part of Robert W. Kraiss
and/or  Catherine  Eckerman,  or any other trustee,  officer,  director,  agent,
representative or employee of Sublessor.  Neither Robert W. Kraiss nor Catherine
Eckerman shall not be charged with  constructive or inquiry notice or knowledge,
or imputed knowledge of any agents, contractors, or employees.

22.7 ENTIRE  AGREEMENT.  This  instrument,  along with any  exhibits and addenda
hereto,  constitutes  the  entire  agreement  between  Sublessor  and  Sublessee
relative to the Sublease  Premises.  This  Sublease  may be altered,  amended or
revoked only by an instrument in writing signed by both Sublessor and Sublessee.
There are no oral agreements or  representations  between the parties  affecting
this  Sublease,  and this Sublease  supersedes  and cancels any and all previous
negotiations,   arrangements,   brochures,   agreements,   representations   and
understandings, if any, between the parties hereto.

22.8 EXECUTION. This Sublease may be executed in one or more counterparts,  each
of which shall be considered an original counterpart,  and all of which together
shall  constitute  one and the  same  instrument.  Each  person  executing  this
Sublease represents that the execution of this Sublease has been duly authorized
by the party on whose behalf the person is executing this Sublease.

22.9  CONFLICT.  In the event of any  inconsistencies  or conflicts  between the
terms of the Master Lease and this Sublease,  as between Sublessor and Sublessee
the terms of this Sublease shall control.

SUBLESSEE:

HOMEDIRECTOR, INC.
a Delaware corporation



By:      __________________________________

Name:    __________________________________

Title:   __________________________________




SUBLESSOR:

ADAPTEC, INC.,
a Delaware corporation


By:      __________________________________


Name:    __________________________________

Title:   __________________________________

<PAGE>




                                    EXHIBIT A

                              COPY OF MASTER LEASE

                                [TO BE ATTACHED]



<PAGE>





                                    EXHIBIT B

                                   FLOOR PLAN

                                [TO BE ATTACHED]



<PAGE>









                                    EXHIBIT C

                               CONSENT TO SUBLEASE

                  This  Consent to Sublease  ("CONSENT")  is made by Shea Center
Livermore, LLC, a California limited liability company ("MASTER LESSOR") for the
benefit of Adaptec, Inc., a Delaware corporation ("SUBLESSOR") and HomeDirector,
a Delaware corporation ("SUBLESSEE"), in the context of the following facts:

         A.  Sublessor  is  leasing  from  Master  Lessor  approximately  36,400
rentable  square  feet  located  at 2501  Collier  Canyon  Road  in the  City of
Livermore,  California 94550 (the  "PREMISES"),  on the terms and subject to the
conditions  of that  certain  Triple Net Lease dated as of October 26, 2000 (the
"MASTER LEASE").

         B. Sublessor desires to sublease to Sublessee a portion of the Premises
consisting  of   approximately   11,470  rentable  square  feet  (the  "SUBLEASE
PREMISES"),  and  Sublessee  desires to  sublease  the  Sublease  Premises  from
Sublessor,  on the terms and conditions  set forth in the Sublease  Agreement to
which this Consent is attached (the "SUBLEASE").

         C. Sublessor and Sublessee now desire to obtain the consent of Master
Lessor to the Sublease as required by the Master Lease.

         NOW,  THEREFORE,  Master  Lessor  hereby  consents to the execution and
delivery of the  Sublease  by and between  Sublessor  and  Sublessee  and to the
subletting  of a portion of the Premises by Sublessor to  Sublessee,  subject to
the following terms and conditions:

                  1.  Sublessee  shall not assign  the  Sublease  Agreement  nor
sublet the Sublease Premises in whole or part, and shall not permit  Sublessee's
interest in the  Sublease to be vested in any third party by operation of law or
otherwise,  without Master Lessor's prior written  consent,  which consent shall
not be unreasonably  withheld provided that Sublessee fully complies with all of
the applicable requirements of the Master Lease.

                  2. This  Consent  shall  not be deemed to be a consent  to any
subsequent  assignment or subletting.  Master Lessor shall not be deemed to have
waived any rights under the Master Lease by virtue of this Consent.

                  3. The Sublease is in all respects  subject and subordinate at
all times to the terms of the Master Lease. Insofar as the specific terms of the
Sublease  purport to amend or modify or are in conflict with the specific  terms
of the Master Lease, the terms of the Master Lease shall control.  Master Lessor
assumes  no  liability  whatsoever  on  account  of  anything  contained  in the
Sublease.

                  4. Neither the Sublease nor Master  Lessor's  consent  thereto
shall release or discharge  Sublessor from any liability under the Master Lease,
and Sublessor shall remain liable and  responsible for the full  performance and
observance of all of the  provisions,  covenants and conditions set forth in the
Master Lease on the part of Sublessee to be performed and observed.

                  5. Any rights of Sublessee  under the Sublease may be enforced
only  against  Sublessor,  and  Sublessee  shall have no right to enforce any of
Sublessor's rights under the Master Lease against Master Lessor by virtue of the
Sublease, this Consent, or otherwise.

                  6. Master Lessor  consents to Sublessee  placing up to two (2)
signs on the two (2) building  facades  closest to the  Southwest  corner of the
building of which the Sublease Premises are a part. Such two (2) signs shall not
exceed in the aggregate Thirty (30) square feet and shall otherwise be in strict
compliance with the sign criteria applicable to the Premises.


<PAGE>


MASTER LESSOR

Shea Center Livermore, LLC,
a California limited liability company

By:      __________________________________

Name:    __________________________________

Title:   __________________________________


<PAGE>


                                    EXHIBIT D

                                SIGNAGE CRITERIA


                                [To be attached.]


<PAGE>


                                    EXHIBIT E

                                FURNITURE LAYOUT


                                [To be attached.]








<PAGE>