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                                                                    Exhibit 10.9

                             BASIC LEASE INFORMATION
                                  OFFICE GROSS

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<S>                                      <C>
LEASE DATE:                              October 26, 2000

TENANT:                                  Primal Solutions, Inc., a Delaware corporation

TENANT'S NOTICE ADDRESS:                 18881 Von Karman Avenue, Suite 500, Irvine, California 92612

TENANT'S BILLING ADDRESS:                18881 Von Karman Avenue, Suite 500, Irvine, California  92612

TENANT CONTACT: Mr. Lance Carter         PHONE NUMBER: (949) 260-1500
                                         FAX NUMBER: (949) 260-1515
LANDLORD:                                Spieker Properties, L.P., a California limited partnership

LANDLORD'S NOTICE ADDRESS:               18881 Von Karman Avenue, Suite 370
                                         Irvine, California 92612

LANDLORD'S REMITTANCE ADDRESS:           SPIEKER PROPERTIES, L.P.
                                         Department #11791
                                         P.O. Box 6077
                                         Los Angeles, California 90060-0077

Project Description:                     A project commonly known as Tower 17 consisting of one
                                         seventeen story office building and one, five story parking
                                         structure, located in the City of Irvine, ("City"), County
                                         of Orange ("County"), as shown on the site plan attached as
                                         Exhibit "B".

Building Description:                    The seventeen story office building located at 18881 Von
                                         Karman Avenue in Irvine, California.

Premises:                                Approximately 27,632 rentable square feet, Suites 400, 450
                                         and 460 located on the 4th floor and Suite 500 located on the
                                         5th floor.

Permitted Use:                           General office use for a computer software/hardware research
                                         development and testing related company in compliance with
                                         applicable laws, and no other use without the express written consent
                                         of Landlord, which consent Landlord may withhold in its sole and
                                         absolute discretion.

Occupancy Density:                       One Hundred Twenty Seven (127) individuals

Parking Density:                         Four (4) spaces per 1,000 rentable square feet of the Premises

Parking and Parking Charge:              Tenant shall lease at least seventy-five (75) and up to one
                                         hundred twenty two (122) non-exclusive spaces at the
                                         following monthly rates:

                                         $40.00 per space per month for months 1 - 12
                                         $45.00 per space per month for months 13 - 24
                                         $50.00 per space per month for months 25 - 36
                                         $55.00 per space per month for months 37 - 48
                                         $60.00 per space per month for months 49 - 60
                                         $65.00 per space per month for months 61- 72

                                         Tenant may rent up to five (5) reserved spaces at the following
                                         monthly rates:

                                         $110.00 per space per month for months 1 - 12
                                         $120.00 per space per month for months 13 - 24
                                         $130.00 per space per month for months 25 - 36
                                         $140.00 per space per month for months 37 - 48
                                         $150.00 per space per month for months 49 - 60
                                         $160.00 per space per month for months 61- 72

Scheduled Term Commencement Date:        May 1, 2001

Scheduled Length of Term:                Seventy Two (72) months

Scheduled Term Expiration Date:          April 30, 2007
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<S>                                      <C>
Rent:
     Base Rent:                          $59,408.80 for the period 5/1/01 - 4/30/02
                                         $61,895.68 for the period 5/1/02 - 4/30/03
                                         $64,382.56 for the period 5/1/03 - 4/30/04
                                         $66,869.44 for the period 5/1/04 - 4/30/05
                                         $69,632.64 for the period 5/1/05 - 4/30/06
                                         $72,395.84 for the period 5/1/06 - 4/30/07

     Base Year for Operating Expenses:   2001

Security Deposit:                        $79,635.42

Tenant's NAICS Code:                     541511

Tenant's Proportionate Share:
     Of Building:                        12.06%

     Of Project:                         12.06%
</TABLE>

The foregoing Basic Lease Information is incorporated into and made a part of
this Lease. Each reference in this Lease to any of the Basic Lease Information
shall mean the respective information above and shall be construed to
incorporate all of the terms provided under the particular Lease paragraph
pertaining to such information. In the event of any conflict between the Basic
Lease Information and the Lease, the latter shall control.

LANDLORD                                            TENANT

Spieker Properties, L.P.,                           Primal Solutions, Inc.,
a California limited partnership                    a Delaware corporation


By: Spieker Properties, Inc.,                       By:
                                                       -------------------------
    a Maryland corporation,                         William Salway
    its general partner                             Its: Chief Executive Officer

                                                    Date:


    By:
        ----------------------------
        James R. Wood, Jr.
        Its: Vice President

        Date:

                                     2

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                             TABLE OF CONTENTS

                                                                          Page
     Basic Lease Information................................................1
     Table of Contents......................................................2
1.   Premises...............................................................4
2.   Possession and Lease Commencement......................................4
3.   Term...................................................................4
4.   Use....................................................................4
5.   Rules and Regulations..................................................5
6.   Rent...................................................................5
7.   Operating Expenses.....................................................6
8.   Insurance and Indemnification..........................................7
9.   Waiver of Subrogation..................................................9
10.  Landlord's Repairs and Maintenance.....................................9
11.  Tenant's Repairs and Maintenance.......................................9
12.  Alterations............................................................9
13.  Signs.................................................................10
14.  Inspection/Posting Notices............................................10
15.  Services and Utilities................................................10
16.  Subordination.........................................................11
17.  Financial Statements..................................................12
18.  Estoppel Certificate..................................................12
19.  Security Deposit......................................................12
20.  Limitation of Tenant's Remedies.......................................12
21.  Assignment and Subletting.............................................12
22.  Authority of Tenant...................................................13
23.  Condemnation..........................................................14
24.  Casualty Damage.......................................................14
25.  Holding Over..........................................................15
26.  Default...............................................................15
27.  Liens.................................................................16
28.  Substitution..........................................................16
29.  Transfers by Landlord.................................................17
30.  Right of Landlord to Perform Tenant's Covenants.......................17
31.  Waiver................................................................17
32.  Notices...............................................................17
33.  Attorney's Fees.......................................................17
34.  Successors and Assigns................................................17
35.  Force Majeure.........................................................17
36.  Surrender of Premises.................................................17
37.  Parking...............................................................17
38.  Miscellaneous.........................................................18
39.  Additional Provisions.................................................18
40.  Jury Trail Waiver.....................................................18
     Signatures............................................................18

Exhibits:
     Exhibit A.............................................Rules and Regulations
     Exhibit B...................................Site Plan, Property Description
     Exhibit C.......................................Lease Improvement Agreement
     Exhibit D.........................................Tenant's Exterior Signage

                                     3

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                                   LEASE

THIS LEASE is made as of the 26th day of October, 2000, by and between Spieker
Properties, L.P., a California limited partnership (hereinafter called
"Landlord"), and Primal Solutions, Inc., a Delaware corporation (hereinafter
called "Tenant").

                                1. PREMISES

     Landlord leases to Tenant and Tenant leases from Landlord, upon the terms
and conditions hereinafter set forth, those premises (the "Premises") outlined
in red on Exhibit B and described in the Basic Lease Information. The Premises
          ---------
shall be all or part of a building (the "Building") and of a project (the
"Project"), which may consist of more than one building and additional
facilities, as described in the Basic Lease Information. The Building and
Project are outlined in blue and green respectively on Exhibit B. Landlord and
                                                       ---------
Tenant acknowledge that physical changes may occur from time to time in the
Premises, Building or Project, and that the number of buildings and additional
facilities which constitute the Project may change from time to time, which may
result in an adjustment in Tenant's Proportionate Share, as defined in the Basic
Lease Information, as provided in Paragraph 7.A.

                      2. POSSESSION AND LEASE COMMENCEMENT

A. Existing Improvements. A subsidiary of Tenant is currently in possession of
the Premises pursuant to the terms and conditions of that certain sublease dated
February 3, 1999 by and between Corsair Communications, Inc., as sublandlord and
Wireless Billing Systems as subtenant (the "Sublease"). The subtenant shall be
bound by the terms and conditions of the Sublease through April 30, 2001. The
term commencement date ("Term Commencement Date") of this Lease shall be May 1,
2001. Tenant acknowledges that Tenant has inspected and accepts the Premises in
their present condition, "as is," and as suitable for, the Permitted Use (as
defined below), and for Tenant's intended operations in the Premises subject to
Tenant's right to make the Tenant Improvements as further outlined in Exhibit C.
Tenant may, subject to the terms set forth in Exhibit C, commence construction
of the Tenant Improvements at any time after the date of this Lease; however, in
no event must be completed no later than December 31, 2001. Tenant agrees that
the Premises and other improvements are in good and satisfactory condition as of
when possession was taken. Tenant further acknowledges that no representations
as to the condition or repair of the Premises nor promises to alter, remodel or
improve the Premises have been made by Landlord or any agents of Landlord unless
such are expressly set forth in this Lease. Upon Landlord's request, Tenant
shall promptly execute and return to Landlord a "Start-Up Letter" in which
Tenant shall agree, among other things, to acceptance of the Premises and to the
determination of the Term Commencement Date, in accordance with the terms of
this Lease, but Tenant's failure or refusal to do so shall not negate Tenant's
acceptance of the Premises or affect determination of the Term Commencement
Date.

                                    3. TERM

     The term of this Lease (the "Term") shall commence on the Term Commencement
Date and continue in full force and effect for the number of months specified as
the Length of Term in the Basic Lease Information or until this Lease is
terminated as otherwise provided herein. If the Term Commencement Date is a date
other than the first day of the calendar month, the Term shall be the number of
months of the Length of Term in addition to the remainder of the calendar month
following the Term Commencement Date.

                                     4. USE

A. General. Tenant shall use the Premises for the permitted use specified in the
Basic Lease Information ("Permitted Use") and for no other use or purpose.
Tenant shall control Tenant's employees, agents, customers, visitors, invitees,
licensees, contractors, assignees and subtenants (collectively, "Tenant's
Parties") in such a manner that Tenant and Tenant's Parties cumulatively do not
exceed the occupant density (the "Occupancy Density") or the parking density
(the "Parking Density") specified in the Basic Lease Information at any time.
Tenant shall pay the Parking Charge specified in the Basic Lease Information as
Additional Rent (as hereinafter defined) hereunder. So long as Tenant is
occupying the Premises, Tenant and Tenant's Parties shall have the nonexclusive
right to use, in common with other parties occupying the Building or Project,
the parking areas, driveways and other common areas of the Building and Project,
subject to the terms of this Lease and such rules and regulations as Landlord
may from time to time prescribe. Landlord reserves the right, without notice or
liability to Tenant, and without the same constituting an actual or constructive
eviction, to alter or modify the common areas from time to time, including the
location and configuration thereof, and the amenities and facilities which
Landlord may determine to provide from time to time so long as such alterations
or modifications of the common areas do not materially and adversely interfere
with Tenant's use or occupancy of Premises. Landlord shall maintain the common
areas of the Building and the Project in a first class condition and shall
provide adequate lighting, consistent with that found throughout the Building,
in the parking areas and Building lobby, corridors and hallways for ingress and
egress.

B. Limitations. Tenant shall not permit any odors, smoke, dust, gas, substances,
noise or vibrations to emanate from the Premises or from any portion of the
common areas as a result of Tenant's or any Tenant's Party's use thereof, nor
take any action which would constitute a nuisance or would disturb, obstruct or
endanger any other tenants or occupants of the Building or Project or elsewhere,
or interfere with their use of their respective premises or common areas.
Storage outside the Premises of materials, vehicles or any other items is
prohibited. Tenant shall not use or allow the Premises to be used for any
immoral, improper or unlawful purpose, nor shall Tenant cause or maintain or
permit any nuisance in, on or about the Premises. Tenant shall not commit or
suffer the commission of any waste in, on or about the Premises. Tenant shall
not allow any sale by auction upon the Premises, or place any loads upon the
floors, walls or ceilings which could endanger the structure, or place any
harmful substances in the drainage system of the Building or Project. No waste,
materials or refuse shall be dumped upon or permitted to remain outside the
Premises. Landlord shall not be responsible to Tenant for the non-compliance by
any other tenant or occupant of the Building or Project with any of the
above-referenced rules or any other terms or provisions of such tenant's or
occupant's lease or other contract.

C. Compliance with Regulations. By taking possession of the Premises, Tenant
accepts the Premises in the condition existing as of the date of such entry.
Tenant shall at its sole cost and expense strictly comply with all existing or
future applicable municipal, state and federal and other governmental statutes,
rules, requirements, regulations, laws and ordinances, including zoning
ordinances and regulations, and covenants, easements and restrictions of record
governing and relating to the use, occupancy or possession of the Premises, to
Tenant's use of the common areas, or to the use, storage, generation or disposal
of Hazardous Materials (hereinafter defined) (collectively "Regulations")
subject to Tenant's right to make the Tenant Improvements outlined in Exhibit C.
Tenant shall at its sole cost and expense obtain any and all licenses or permits
necessary for Tenant's use of the Premises. Tenant shall at its sole cost and
expense promptly comply with the requirements of any board of fire underwriters
or other similar body now or hereafter constituted. Tenant shall not do or
permit anything to be done in, on, under or about the Project or bring or keep
anything which will in any way increase the rate of any insurance upon the
Premises, Building or Project or upon any contents therein or cause a
cancellation of said insurance or otherwise affect said insurance in any manner.
Tenant shall indemnify, defend (by counsel reasonably acceptable to Landlord),
protect and hold Landlord harmless from and against any loss, cost, expense,
damage, attorneys' fees or liability arising out of the failure of Tenant to

                                       4

<PAGE>

comply with any Regulation. Tenant's obligations pursuant to the foregoing
indemnity shall survive the expiration or earlier termination of this Lease.

D. Hazardous Materials. As used in this Lease, "Hazardous Materials" shall
include, but not be limited to, hazardous, toxic and radioactive materials and
those substances defined as "hazardous substances," "hazardous materials,"
"hazardous wastes," "toxic substances," or other similar designations in any
Regulation. Tenant shall not cause, or allow any of Tenant's Parties to cause,
any Hazardous Materials to be handled, used, generated, stored, released or
disposed of in, on, under or about the Premises, the Building or the Project or
surrounding land or environment in violation of any Regulations. Tenant must
obtain Landlord's written consent prior to the introduction of any Hazardous
Materials onto the Project. Notwithstanding the foregoing, Tenant may handle,
store, use and dispose of products containing small quantities of Hazardous
Materials for "general office purposes" (such as toner for copiers to the extent
customary and necessary for the Permitted Use of the Premises; provided that
Tenant shall always handle, store, use, and dispose of any such Hazardous
Materials in a safe and lawful manner and never allow such Hazardous Materials
to contaminate the Premises, Building, or Project or surrounding land or
environment. Tenant shall immediately notify Landlord in writing of any
Hazardous Materials' contamination of any portion of the Project of which Tenant
becomes aware, whether or not caused by Tenant. Landlord shall have the right at
all reasonable times and if Landlord determines in good faith that Tenant may
not be in compliance with this Paragraph 4.D to inspect the Premises and to
conduct tests and investigations to determine whether Tenant is in compliance
with the foregoing provisions, the costs of all such inspections, tests and
investigations to be borne by Tenant. Tenant shall indemnify, defend (by counsel
reasonably acceptable to Landlord), protect and hold Landlord harmless from and
against any and all claims, liabilities, losses, costs, loss of rents, liens,
damages, injuries or expenses (including attorneys' and consultants' fees and
court costs), demands, causes of action, or judgments directly or indirectly
arising out of or related to the use, generation, storage, release, or disposal
of Hazardous Materials by Tenant or any of Tenant's Parties in, on, under or
about the Premises, the Building or the Project or surrounding land or
environment, which indemnity shall include, without limitation, damages for
personal or bodily injury, property damage, damage to the environment or natural
resources occurring on or off the Premises, losses attributable to diminution in
value or adverse effects on marketability, the cost of any investigation,
monitoring, government oversight, repair, removal, remediation, restoration,
abatement, and disposal, and the preparation of any closure or other required
plans, whether such action is required or necessary prior to or following the
expiration or earlier termination of this Lease. Neither the consent by Landlord
to the use, generation, storage, release or disposal of Hazardous Materials nor
the strict compliance by Tenant with all laws pertaining to Hazardous Materials
shall excuse Tenant from Tenant's obligation of indemnification pursuant to this
Paragraph 4.D. Tenant's obligations pursuant to the foregoing indemnity shall
survive the expiration or earlier termination of this Lease.

                            5. RULES AND REGULATIONS

     Tenant shall faithfully observe and comply with the building rules and
regulations attached hereto as Exhibit A and any other rules and regulations and
                               ---------
any modifications or additions thereto which Landlord may from time to time
prescribe in writing for the purpose of maintaining the proper care,
cleanliness, safety, traffic flow and general order of the Premises or the
Building or Project. Tenant shall cause Tenant's Parties to comply with such
rules and regulations. Landlord shall not be responsible to Tenant for the
non-compliance by any other tenant or occupant of the Building or Project with
any of such rules and regulations, any other tenant's or occupant's lease or any
Regulations.

                                    6. RENT

A. Base Rent. Tenant shall pay to Landlord and Landlord shall receive, without
notice or demand throughout the Term, Base Rent as specified in the Basic Lease
Information, payable in monthly installments in advance on or before the fifth
day of each calendar month, in lawful money of the United States, without
deduction or offset whatsoever, at the Remittance Address specified in the Basic
Lease Information or to such other place as Landlord may from time to time
designate in writing. Base Rent for the first full month of the Term shall be
paid by Tenant on or before the regularly scheduled due date therefor . If the
obligation for payment of Base Rent commences on a day other than the first day
of a month, then Base Rent shall be prorated and the prorated installment shall
be paid on the first day of the calendar month next succeeding the Term
Commencement Date. The Base Rent payable by Tenant hereunder is subject to
adjustment as provided elsewhere in this Lease, as applicable. As used herein,
the term "Base Rent" shall mean the Base Rent specified in the Basic Lease
Information as it may be so adjusted from time to time.

B. Additional Rent. All monies other than Base Rent required to be paid by
Tenant hereunder, including, but not limited to, Tenant's Proportionate Share of
Operating Expenses, as specified in Paragraph 7 of this Lease, charges to be
paid by Tenant under Paragraph 15, the interest and late charge described in
Paragraphs 26.D and E, and any monies spent by Landlord pursuant to Paragraph
30, shall be considered additional rent ("Additional Rent"). "Rent" shall mean
Base Rent and Additional Rent.

                             7. OPERATING EXPENSES

A. Operating Expenses. In addition to the Base Rent required to be paid
hereunder, beginning with the expiration of the Base Year specified in the Basic
Lease Information (the "Base Year"), Tenant shall pay as Additional Rent,
Tenant's Proportionate Share of the Building and/or Project (as applicable), as
defined in the Basic Lease Information, of increases in Operating Expenses
(defined below) over the Operating Expenses incurred by Landlord during the Base
Year (the "Base Year Operating Expenses"), in the manner set forth below. Tenant
shall pay the applicable Tenant's Proportionate Share of each such Operating
Expenses. Landlord and Tenant acknowledge that if the number of buildings which
constitute the Project increases or decreases, or if physical changes are made
to the Premises, Building or Project or the configuration of any thereof,
Landlord may at its discretion reasonably adjust Tenant's Proportionate Share of
the Building or Project to reflect the change. Landlord's determination of
Tenant's Proportionate Share of the Building and of the Project shall be
conclusive so long as it is reasonably and consistently applied. "Operating
Expenses" shall mean all expenses and costs of every kind and nature which
Landlord shall pay or become obligated to pay, because of or in connection with
the ownership, management, maintenance, repair, preservation, replacement and
operation of the Building or Project and its supporting facilities and such
additional facilities now and in subsequent years as may be determined by
Landlord to be necessary or desirable to the Building and/or Project (as
determined in a reasonable manner) other than those expenses and costs which are
specifically attributable to Tenant or which are expressly made the financial
responsibility of Landlord or specific tenants of the Building or Project
pursuant to this Lease. Operating Expenses shall include, but are not limited
to, the following:

     (1) Taxes. All real property taxes and assessments, possessory interest
     taxes, sales taxes, personal property taxes, business or license taxes or
     fees, gross receipts taxes, service payments in lieu of such taxes or fees,
     annual or periodic license or use fees, excises, transit charges, and other
     impositions, general and special, ordinary and extraordinary, unforeseen as
     well as foreseen, of any kind (including fees "in-lieu" of any such tax or
     assessment) which are now or hereafter assessed, levied, charged,
     confirmed, or imposed by any public authority upon the Building or Project,
     its operations or the Rent (or any portion or component thereof), or any
     tax, assessment or fee imposed in substitution, partially or totally, of
     any of the above. Operating Expenses shall also include any taxes,
     assessments, reassessments, or other fees or impositions with respect to
     the development, leasing, management, maintenance, alteration, repair, use
     or occupancy of the Premises, Building or Project or any portion thereof,
     including, without limitation, by or for Tenant, and all increases therein
     or reassessments thereof whether the increases or reassessments result from
     increased rate and/or valuation (whether upon a transfer of the Building or
     Project or any portion thereof or any interest therein or for any other
     reason). Operating Expenses shall not include inheritance or estate taxes
     imposed upon or assessed against the interest of any person in the Project,
     or taxes computed upon the basis of the net income of any

                                       5

<PAGE>

     owners of any interest in the Project. If it shall not be lawful for Tenant
     to reimburse Landlord for all or any part of such taxes, the monthly rental
     payable to Landlord under this Lease shall be revised to net Landlord the
     same net rental after imposition of any such taxes by Landlord as would
     have been payable to Landlord prior to the payment of any such taxes.

(2) Insurance. All insurance premiums and costs, including, but not limited to,
any deductible amounts, premiums and other costs of insurance incurred by
Landlord, including for the insurance coverage set forth in Paragraph 8.A
herein.

(3)  Common Area Maintenance.

     (a) Repairs, replacements, and general maintenance of and for the Building
     and Project and public and common areas and facilities of and comprising
     the Building and Project, including, but not limited to, the roof and roof
     membrane, windows, elevators, restrooms, conference rooms, health club
     facilities, lobbies, mezzanines, balconies, mechanical rooms, building
     exteriors, alarm systems, pest extermination, landscaped areas, parking and
     service areas, driveways, sidewalks, loading areas, fire sprinkler systems,
     sanitary and storm sewer lines, utility services, heating/ventilation/air
     conditioning systems, electrical, mechanical or other systems, telephone
     equipment and wiring servicing, plumbing, lighting, and any other items or
     areas which affect the operation or appearance of the Building or Project,
     which determination shall be at Landlord's reasonable discretion, except
     for: those items to the extent paid for by the proceeds of insurance; and
     those items attributable solely or jointly to specific tenants of the
     Building or Project.

     (b) Repairs, replacements, and general maintenance shall include the cost
     of any improvements made to or assets acquired for the Project or Building
     that in Landlord's discretion may reduce any other Operating Expenses,
     including present or future repair work, are reasonably necessary for the
     health and safety of the occupants of the Building or Project, or for the
     operation of the Building systems, services and equipment, or are required
     to comply with any Regulation, such costs or allocable portions thereof to
     be amortized over such reasonable period as Landlord shall determine,
     together with interest on the unamortized balance at the publicly announced
     "prime rate" charged by Wells Fargo Bank, N.A. (San Francisco) or its
     successor at the time such improvements or capital assets are constructed
     or acquired, plus two (2) percentage points, or in the absence of such
     prime rate, then at the U.S. Treasury six-month market note (or bond, if so
     designated) rate as published by any national financial publication
     selected by Landlord, plus four (4) percentage points, but in no event more
     than the maximum rate permitted by law, plus reasonable financing charges.

     (c) Payment under or for any easement, license, permit, operating
     agreement, declaration, restrictive covenant or instrument relating to the
     Building or Project.

     (d) All expenses and rental related to services and costs of supplies,
     materials and equipment used in operating, managing and maintaining the
     Premises, Building and Project, the equipment therein and the adjacent
     sidewalks, driveways, parking and service areas, including, without
     limitation, expenses related to service agreements regarding security, fire
     and other alarm systems, janitorial services, window cleaning, elevator
     maintenance, Building exterior maintenance, landscaping and expenses
     related to the administration, management and operation of the Project,
     including without limitation salaries, wages and benefits and management
     office rent.

     (e) The cost of supplying any services and utilities which benefit all or a
     portion of the Premises, Building or Project, including without limitation
     services and utilities provided pursuant to Paragraph 15 hereof.

     (f) Legal expenses and the cost of audits by certified public accountants;
     provided, however, that legal expenses chargeable as Operating Expenses
     shall not include the cost of negotiating leases, collecting rents,
     evicting tenants nor shall it include costs incurred in legal proceedings
     with or against any tenant or to enforce the provisions of any lease.

     (g) A management and accounting cost recovery fee equal to five percent
     (5%) of the sum of the Project's revenues.

If the rentable area of the Building and/or Project is not fully occupied during
the Base Year or any fiscal year of the Term as determined by Landlord, an
adjustment shall be made in computing the Operating Expenses for such year so
that Tenant pays an equitable portion of all variable items (e.g., utilities,
janitorial services and other component expenses that are affected by variations
in occupancy levels) of Operating Expenses, as reasonably determined by
Landlord; provided, however, that in no event shall Landlord be entitled to
collect in excess of one hundred percent (100%) of the total Operating Expenses
from all of the tenants in the Building or Project, as the case may be.

Operating Expenses shall not include the cost of providing tenant improvements
or other specific costs incurred for the account of, separately billed to and
paid by specific tenants of the Building or Project, the initial construction
cost of the Building, or debt service on any mortgage or deed of trust recorded
with respect to the Project other than pursuant to Paragraph 7.A(3)(b) above.
Notwithstanding anything herein to the contrary, in any instance wherein
Landlord, in Landlord's discretion, deems Tenant to be responsible for any
amounts greater than Tenant's Proportionate Share, Landlord shall have the right
to allocate costs in any manner Landlord deems appropriate. Operating expenses
shall also, by way of example, but not limitation, not include (i) depreciation,
amortization and interest payments by Landlord, (ii) brokerage commissions,
finder's fees, attorneys' fees, space planning costs and other costs incurred by
Landlord in leasing or attempting to lease space in the Building, (iii)
Landlord's general corporate overhead (other than fee provided for in Section
7(3)(g) above.

The above enumeration of services and facilities shall not be deemed to impose
an obligation on Landlord to make available or provide such services or
facilities except to the extent if any that Landlord has specifically agreed
elsewhere in this Lease to make the same available or provide the same. Without
limiting the generality of the foregoing, Tenant acknowledges and agrees that it
shall be responsible for providing adequate security for its use of the
Premises, the Building and the Project and that Landlord shall have no
obligation or liability with respect thereto, except to the extent if any that
Landlord has specifically agreed elsewhere in this Lease to provide the same.

B. Payment of Estimated Operating Expenses. "Estimated Operating Expenses" for
any particular year shall mean Landlord's estimate of the Operating Expenses for
such fiscal year made with respect to such fiscal year as hereinafter provided.
Landlord shall have the right from time to time to revise its fiscal year and
interim accounting periods so long as the periods as so revised are reconciled
with prior periods in a reasonable manner. During the last month of each fiscal
year during the Term, or as soon thereafter as practicable, Landlord shall give
Tenant written notice of the Estimated Operating Expenses for the ensuing fiscal
year. Tenant shall pay Tenant's Proportionate Share of the difference between
Estimated Operating Expenses and Base Year Operating Expenses with installments
of Base Rent for the fiscal year to which the Estimated Operating Expenses
applies in monthly installments on the first day of each calendar month during
such year, in advance. Such payment shall be construed to be Additional Rent for
all purposes hereunder. If at any time during the course of the fiscal year,
Landlord determines that Operating Expenses are projected to vary from the then
Estimated Operating Expenses by more than five percent (5%), Landlord may, by
written notice to Tenant, revise the Estimated Operating Expenses for the
balance of

                                       6

<PAGE>

such fiscal year, and Tenant's monthly installments for the remainder of such
year shall be adjusted so that by the end of such fiscal year Tenant has paid to
Landlord Tenant's Proportionate Share of the revised difference between
Estimated Operating Expenses and Base Year Operating Expenses for such year,
such revised installment amounts to be Additional Rent for all purposes
hereunder.

C. Computation of Operating Expense Adjustment. "Operating Expense Adjustment"
shall mean the difference between Estimated Operating Expenses and actual
Operating Expenses for any fiscal year, over Base Year Operating Expenses,
determined as hereinafter provided. Within one hundred twenty (120) days after
the end of each fiscal year, or as soon thereafter as practicable, Landlord
shall deliver to Tenant a statement of actual Operating Expenses for the fiscal
year just ended, accompanied by a computation of Operating Expense Adjustment.
If such statement shows that Tenant's payment based upon Estimated Operating
Expenses is less than Tenant's Proportionate Share of actual increases in
Operating Expenses over the Base Year Operating Expenses, then Tenant shall pay
to Landlord the difference within twenty (20) days after receipt of such
statement, such payment to constitute Additional Rent for all purposes
hereunder. If such statement shows that Tenant's payments of Estimated Operating
Expenses exceed Tenant's Proportionate Share of actual increases in Operating
Expenses over the Base Year Operating Expenses, then (provided that Tenant is
not in default under this Lease) Landlord shall pay to Tenant the difference
within twenty (20) days after delivery of such statement to Tenant. If this
Lease has been terminated or the Term hereof has expired prior to the date of
such statement, then the Operating Expense Adjustment shall be paid by the
appropriate party within twenty (20) days after the date of delivery of the
statement. Tenant's obligation to pay increases in Operating Expenses over the
Base Year Operating Expenses shall commence on January 1 of the year succeeding
the Base Year. Should this Lease terminate at any time other than the last day
of the fiscal year, Tenant's Proportionate Share of the Operating Expense
Adjustment shall be prorated based on a month of 30 days and the number of
calendar months during such fiscal year that this Lease is in effect. Tenant
shall in no event be entitled to any credit if Operating Expenses in any year
are less than Base Year Operating Expenses. Notwithstanding anything to the
contrary contained in Paragraph 7.A or 7.B, Landlord's failure to provide any
notices or statements within the time periods specified in those paragraphs
shall in no way excuse Tenant from its obligation to pay Tenant's Proportionate
Share of increases in Operating Expenses.

D. Gross Lease. This shall be a gross Lease; however, it is intended that Base
Rent shall be paid to Landlord absolutely net of all costs and expenses other
than Operating Expenses each year equal to Tenant's Proportionate Share of Base
Year Operating Expenses, except as otherwise specifically provided to the
contrary in this Lease. The provisions for payment of increases in Operating
Expenses and the Operating Expense Adjustment are intended to pass on to Tenant
and reimburse Landlord for all costs and expenses of the nature described in
Paragraph 7.A incurred in connection with the ownership, management,
maintenance, repair, preservation, replacement and operation of the Building
and/or Project and its supporting facilities and such additional facilities, in
excess of the Base Year Operating Expenses, now and in subsequent years as may
be determined by Landlord to be necessary or desirable to the Building and/or
Project.

E. Tenant Audit. If Tenant shall dispute the amount set forth in any statement
provided by Landlord under Paragraph 7.B or 7.C above, Tenant shall have the
right, not later than thirty (30) days following receipt of such statement and
upon the condition that Tenant shall first deposit with Landlord the full amount
in dispute, to cause Landlord's books and records with respect to Operating
Expenses for such fiscal year to be audited by certified public accountants
selected by Tenant and subject to Landlord's reasonable right of approval. The
Operating Expense Adjustment shall be appropriately adjusted on the basis of
such audit. If such audit discloses a liability for a refund in excess of ten
percent (10%) of Tenant's Proportionate Share of the Operating Expenses
previously reported, the cost of such audit shall be borne by Landlord;
otherwise the cost of such audit shall be paid by Tenant. If Tenant shall not
request an audit in accordance with the provisions of this Paragraph 7.E within
thirty (30) days after receipt of Landlord's statement provided pursuant to
Paragraph 7.B or 7.C, such statement shall be final and binding for all purposes
hereof. Tenant shall not in any manner disclose, provide or make available any
information revealed by the audit to any person or entity other than Tenant's
accountants and legal advisors, which shall be used for sole purpose of advising
Tenant only, without Landlord's prior written consent, which consent may be
withheld by Landlord in its sole and absolute discretion. The information
disclosed by the audit will be used by Tenant solely for the purpose of
evaluating Landlord's books and records in connection with this Paragraph 7.E.

                        8. INSURANCE AND INDEMNIFICATION

A. Landlord's Insurance. All insurance maintained by Landlord shall be for the
sole benefit of Landlord and under Landlord's sole control.

     (1) Property Insurance. Landlord agrees to maintain property insurance
     insuring the Building against damage or destruction due to risk including
     fire, vandalism, and malicious mischief in an amount not less than the
     replacement cost thereof, in the form and with deductibles and endorsements
     as selected by Landlord. At its election, Landlord may instead (but shall
     have no obligation to) obtain "All Risk" coverage, and may also obtain
     earthquake, pollution, and/or flood insurance in amounts selected by
     Landlord.

     (2) Optional Insurance. Landlord, at Landlord's option, may also (but shall
     have no obligation to) carry (i) insurance against loss of rent, in an
     amount equal to the amount of Base Rent and Additional Rent that Landlord
     could be required to abate to all Building tenants in the event of
     condemnation or casualty damage for a period of twelve (12) months; and
     (ii) liability insurance and such other insurance as Landlord may deem
     prudent or advisable, in such amounts and on such terms as Landlord shall
     determine. Landlord shall not be obligated to insure, and shall have no
     responsibility whatsoever for any damage to, any furniture, machinery,
     goods, inventory or supplies, or other personal property or fixtures which
     Tenant may keep or maintain in the Premises, or any leasehold improvements,
     additions or alterations within the Premises.

B. Tenant's Insurance. Tenant shall procure at Tenant's sole cost and expense
and keep in effect from the date of this Lease and at all times until the end of
the Term the following:

     (1) Property Insurance. Insurance on all personal property and fixtures of
     Tenant and all improvements, additions or alterations made by or for Tenant
     to the Premises on an "All Risk" basis, insuring such property for the full
     replacement value of such property.

     (2) Liability Insurance. Commercial General Liability insurance covering
     bodily injury and property damage liability occurring in or about the
     Premises or arising out of the use and occupancy of the Premises and the
     Project, and any part of either, and any areas adjacent thereto, and the
     business operated by Tenant or by any other occupant of the Premises. Such
     insurance shall include contractual liability insurance coverage insuring
     all of Tenant's indemnity obligations under this Lease. Such coverage shall
     have a minimum combined single limit of liability of at least Two Million
     Dollars ($2,000,000.00), and a minimum general aggregate limit of Three
     Million Dollars ($3,000,000.00), with an "Additional Insured - Managers or
     Lessors of Premises Endorsement." All such policies shall be written to
     apply to all bodily injury (including death), property damage or loss,
     personal and advertising injury and other covered loss, however occasioned,
     occurring during the policy term, shall be endorsed to add Landlord and any
     party holding an interest to which this Lease may be subordinated as an
     additional insured, and shall provide that such coverage shall be "primary"
     and non-contributing with any insurance maintained by Landlord, which shall
     be excess insurance only. Such coverage shall also contain endorsements
     including employees as additional insureds if not covered by Tenant's
     Commercial General Liability Insurance. All such insurance shall provide
     for the severability of interests of insureds; and shall be written on an
     "occurrence" basis, which shall afford coverage for all claims based on
     acts, omissions,

                                       7

<PAGE>

     injury and damage, which occurred or arose (or the onset of which occurred
     or arose) in whole or in part during the policy period.

     (3) Workers' Compensation and Employers' Liability Insurance. Workers'
     Compensation Insurance as required by any Regulation, and Employers'
     Liability Insurance in amounts not less than One Million Dollars
     ($1,000,000) each accident for bodily injury by accident; One Million
     Dollars ($1,000,000) policy limit for bodily injury by disease; and One
     Million Dollars ($1,000,000) each employee for bodily injury by disease.

     (4) Commercial Auto Liability Insurance. Commercial auto liability
     insurance with a combined limit of not less than One Million Dollars
     ($1,000,000) for bodily injury and property damage for each accident. Such
     insurance shall cover liability relating to any auto (including owned,
     hired and non-owned autos).

     (5) Alterations Requirements. In the event Tenant shall desire to perform
     any Alterations, Tenant shall deliver to Landlord, prior to commencing such
     Alterations (i) evidence satisfactory to Landlord that Tenant carries
     "Builder's Risk" insurance covering construction of such Alterations in an
     amount and form approved by Landlord, (ii) such other insurance as Landlord
     shall nondiscriminatorily require, and (iii) a lien and completion bond or
     other security in form and amount satisfactory to Landlord.

     (6) General Insurance Requirements. All coverages described in this
     Paragraph 8.B shall be endorsed to (i) provide Landlord with thirty (30)
     days' notice of cancellation or change in terms; and (ii) waive all rights
     of subrogation by the insurance carrier against Landlord. If at any time
     during the Term the amount or coverage of insurance which Tenant is
     required to carry under this Paragraph 8.B is, in Landlord's reasonable
     judgment, materially less than the amount or type of insurance coverage
     typically carried by owners or tenants of properties located in the general
     area in which the Premises are located which are similar to and operated
     for similar purposes as the Premises or if Tenant's use of the Premises
     should change with or without Landlord's consent, Landlord shall have the
     right to require Tenant to increase the amount or change the types of
     insurance coverage required under this Paragraph 8.B. All insurance
     policies required to be carried by Tenant under this Lease shall be written
     by companies rated A X or better in "Best's Insurance Guide" and authorized
     to do business in the State of California. In any event deductible amounts
     under all insurance policies required to be carried by Tenant under this
     Lease shall not exceed Five Thousand Dollars ($5,000.00) per occurrence.
     Tenant shall deliver to Landlord on or before the Term Commencement Date,
     and thereafter at least thirty (30) days before the expiration dates of the
     expired policies, certified copies of Tenant's insurance policies, or a
     certificate evidencing the same issued by the insurer thereunder; and, if
     Tenant shall fail to procure such insurance, or to deliver such policies or
     certificates, Landlord may, at Landlord's option and in addition to
     Landlord's other remedies in the event of a default by Tenant hereunder,
     procure the same for the account of Tenant, and the cost thereof shall be
     paid to Landlord as Additional Rent.

     Indemnification. Tenant shall indemnify, defend by counsel reasonably
     acceptable to Landlord, protect and hold Landlord, Spieker Properties,
     Inc., and each of their respective directors, shareholders, partners,
     lenders, members, managers, contractors, affiliates and employees
     (collectively, "Landlord Indemnitees") harmless from and against any and
     all claims, liabilities, losses, costs, loss of rents, liens, damages,
     injuries or expenses, including reasonable attorneys' and consultants' fees
     and court costs, demands, causes of action, or judgments, directly or
     indirectly arising out of or related to: (1) claims of injury to or death
     of persons or damage to property or business loss occurring or resulting
     directly or indirectly from the use or occupancy of the Premises, Building
     or Project by Tenant or Tenant's Parties, or from activities or failures to
     act of Tenant or Tenant's Parties; (2) claims arising from work or labor
     performed, or for materials or supplies furnished to or at the request or
     for the account of Tenant in connection with performance of any work done
     for the account of Tenant within the Premises or Project; (3) claims
     arising from any breach or default on the part of Tenant in the performance
     of any covenant contained in this Lease; and (4) claims arising from the
     negligence or intentional acts or omissions of Tenant or Tenant's Parties.
     The foregoing indemnity by Tenant shall not be applicable to claims to the
     extent arising from the gross negligence or willful misconduct of Landlord.
     Landlord shall not be liable to Tenant and Tenant hereby waives all claims
     against Landlord for any injury to or death of, or damage to any person or
     property or business loss in or about the Premises, Building or Project by
     or from any cause whatsoever (other than Landlord's gross negligence or
     willful misconduct) and, without limiting the generality of the foregoing,
     whether caused by water leakage of any character from the roof, walls,
     basement or other portion of the Premises, Building or Project, or caused
     by gas, fire, oil or electricity in, on or about the Premises, Building or
     Project, acts of God or of third parties, or any matter outside of the
     reasonable control of Landlord. Landlord shall indemnify, defend by counsel
     reasonably acceptable to Tenant, protect and hold Tenant, lenders, members,
     managers, contractors, affiliates, and employees (collectively, tenant
     indemnitees), harmless from and against any and all claims, liabilities,
     losses, costs, damages, injuries or expenses, including reasonable
     attorneys' and consultants' fees and court costs, demands, causes of
     action, or judgments arising out of or relating to the gross negligence or
     willful misconduct of Landlord or Landlord's agents, employees or invitees.
     Notwithstanding the foregoing or anything to the contrary contained in this
     Lease, Landlord shall in no event be liable to Tenant and Tenant hereby
     waives all claims against Landlord for any injury or damage to any person
     or property in or about the Premises, Building or Project, including
     without limitation the common areas, whether caused by theft, fire, rain or
     water leakage of any character from the roof, walls, plumbing, sprinklers,
     pipes, basement or any other portion of the Premises, Building or Project,
     or caused by gas, fire, oil or electricity in, on or about the Premises,
     Building or Project, or from any other systems except in each case to the
     extent caused by the gross negligence or willful misconduct of Landlord, or
     by acts of God (including without limitation flood or earthquake), acts of
     a public enemy, riot, strike, insurrection, war, court order, requisition
     or order of governmental body or authority or from any other cause
     whatsoever, or for any damage or inconvenience which may arise through
     repair, subject to and except as expressly otherwise provided in Paragraph
     9 or 10 of this Lease [except to the extent caused directly by the gross
     negligence or willful misconduct of Landlord]. In addition, Landlord shall
     in no event be liable for (i) injury to Tenant's business or any loss of
     income or profit therefrom or from consequential damages, or (ii) sums up
     to the amount of insurance proceeds received by Tenant. The foregoing
     indemnity by Landlord shall not be applicable to claims to the extent
     arising from the negligence or willful misconduct of Tenant or Tenant's
     Parties. The foregoing indemnity by Landlord shall survive the expiration
     or earlier termination of this Lease. The provisions of this Paragraph
     shall survive the expiration or earlier termination of this Lease.

                            9. WAIVER OF SUBROGATION

     Landlord and Tenant each waives any claim, loss or cost it might have
against the other for any injury to or death of any person or persons, or damage
to or theft, destruction, loss, or loss of use of any property (a "Loss"), to
the extent the same is insured against (or is required to be insured against
under the terms hereof) under any property damage insurance policy covering the
Building, the Premises, Landlord's or Tenant's fixtures, personal property,
leasehold improvements, or business, regardless of whether the negligence of the
other party caused such Loss.

                     10. LANDLORD'S REPAIRS AND MAINTENANCE

     Landlord shall maintain in good repair, reasonable wear and tear excepted,
the structural soundness of the roof, foundations, and exterior walls of the
Building. The term "exterior walls" as used herein shall not include windows,
glass or plate glass, doors, special store

                                       8

<PAGE>

fronts or office entries. Any damage caused by or repairs necessitated by any
negligence or act of Tenant or Tenant's Parties may be repaired by Landlord at
Landlord's option and Tenant's expense. Tenant shall immediately give Landlord
written notice of any defect or need of repairs in such components of the
Building for which Landlord is responsible, after which Landlord shall have a
reasonable opportunity and the right to enter the Premises at all reasonable
times to repair same. Landlord's liability with respect to any defects, repairs,
or maintenance for which Landlord is responsible under any of the provisions of
this Lease shall be limited to the cost of such repairs or maintenance, and
there shall be no abatement of rent and no liability of Landlord by reason of
any injury to or interference with Tenant's business arising from the making of
repairs, alterations or improvements in or to any portion of the Premises, the
Building or the Project or to fixtures, appurtenances or equipment in the
Building, except as provided in Paragraph 24. By taking possession of the
Premises, Tenant accepts them "as is," as being in good order, condition and
repair and the condition in which Landlord is obligated to deliver them and
suitable for the Permitted Use and Tenant's intended operations in the Premises,
whether or not any notice of acceptance is given.

                      11. TENANT'S REPAIRS AND MAINTENANCE

     Tenant shall at all times during the Term at Tenant's expense maintain all
parts of the Premises and such portions of the Building as are within the
exclusive control of Tenant in a first-class, good, clean and secure condition
and promptly make all necessary repairs and replacements, as reasonably
determined by Landlord, with materials and workmanship of the same character,
kind and quality as the original. Notwithstanding anything to the contrary
contained herein, Tenant shall, at its expense, promptly repair any damage to
the Premises or the Building or Project resulting from or caused by any
negligence or act of Tenant or Tenant's Parties.

                                12. ALTERATIONS

A. Tenant shall not make, or allow to be made, any alterations, physical
additions, improvements or partitions, including without limitation the
attachment of any fixtures or equipment, in, about or to the Premises
("Alterations") in excess of $2,500 without obtaining the prior written consent
of Landlord, which consent shall not be unreasonably withheld with respect to
proposed Alterations which: (a) comply with all applicable Regulations; (b) are,
in Landlord's reasonable opinion, compatible with the Building or the Project
and its mechanical, plumbing, electrical, heating/ventilation/air conditioning
systems, and will not cause the Building or Project or such systems to be
required to be modified to comply with any Regulations (including, without
limitation, the Americans With Disabilities Act); and (c) will not interfere
with the use and occupancy of any other portion of the Building or Project by
any other tenant or its invitees. Specifically, but without limiting the
generality of the foregoing, except as provided above, Landlord shall have the
right of written consent for all plans and specifications for the proposed
Alterations, construction means and methods, all appropriate permits and
licenses, any contractor or subcontractor to be employed on the work of
Alterations, and the time for performance of such work, and may impose rules and
regulations for contractors and subcontractors performing such work. Tenant
shall also supply to Landlord any documents and information reasonably requested
by Landlord in connection with Landlord's consideration of a request for
approval hereunder. Tenant shall cause all Alterations to be accomplished in a
first-class, good and workmanlike manner, and to comply with all applicable
Regulations and Paragraph 27 hereof. Tenant shall at Tenant's sole expense,
perform any additional work required under applicable Regulations due to
Alterations hereunder. No review or consent by Landlord of or to any proposed
Alteration or additional work shall constitute a waiver of Tenant's obligations
under this Paragraph 12, nor constitute any warranty or representation that the
same complies with all applicable Regulations, for which Tenant shall at all
times be solely responsible. Tenant shall reimburse Landlord for all costs which
Landlord may incur in connection with granting approval to Tenant for any such
Alterations, including any costs or expenses which Landlord may incur in
electing to have outside architects and engineers review said plans and
specifications, and shall pay Landlord an administration fee of fifteen percent
(15%) if under $500 and eight percent (8%) if over $500 of the cost of the
Alterations as Additional Rent hereunder. All such Alterations shall remain the
property of Tenant until the expiration or earlier termination of this Lease, at
which time they shall be and become the property of Landlord; provided, however,
that Landlord may, at Landlord's option, require that Tenant, at Tenant's
expense, remove any or all Landlord non-authorized Alterations made by Tenant
and restore the Premises by the expiration or earlier termination of this Lease,
to their condition existing prior to the construction of any such Landlord
non-authorized Alterations. All such removals and restoration shall be
accomplished in a first-class and good and workmanlike manner so as not to cause
any damage to the Premises or Project whatsoever. If Tenant fails to remove such
Alterations or Tenant's trade fixtures or furniture or other personal property,
Landlord may keep and use them or remove any of them and cause them to be stored
or sold in accordance with applicable law, at Tenant's sole expense. In addition
to and wholly apart from Tenant's obligation to pay Tenant's Proportionate Share
of Operating Expenses, Tenant shall be responsible for and shall pay prior to
delinquency any taxes or governmental service fees, possessory interest taxes,
fees or charges in lieu of any such taxes, capital levies, or other charges
imposed upon, levied with respect to or assessed against its fixtures or
personal property, on the value of Alterations within the Premises, and on
Tenant's interest pursuant to this Lease, or any increase in any of the
foregoing based on such Alterations. To the extent that any such taxes are not
separately assessed or billed to Tenant, Tenant shall pay the amount thereof as
invoiced to Tenant by Landlord.

Notwithstanding the foregoing, at Landlord's option (but without obligation),
all or any portion of the Alterations shall be performed by Landlord for
Tenant's account and Tenant shall pay Landlord's estimate of the cost thereof
(including a charge for Landlord's overhead and profit) prior to commencement of
the work. In addition, at Landlord's election and notwithstanding the foregoing,
however, Tenant shall pay to Landlord the cost of removing any such Alterations
and restoring the Premises to their original condition such cost to include a
reasonable charge for Landlord's overhead and profit as provided above, and such
amount may be deducted from the Security Deposit or any other sums or amounts
held by Landlord under this Lease.

B. In compliance with Paragraph 27 hereof, at least ten (10) business days
before beginning construction of any Alteration, Tenant shall give Landlord
written notice of the expected commencement date of that construction to permit
Landlord to post and record a notice of non-responsibility. Upon substantial
completion of construction, if the law so provides, Tenant shall cause a timely
notice of completion to be recorded in the office of the recorder of the county
in which the Building is located. Within thirty (30) days following substantial
completion of any Alteration, Tenant shall deliver two (2) complete sets of
as-built drawings certified by Tenant and Tenant's contractor as being true and
correct, which certification shall survive the expiration or termination of this
Lease.

                                   13. SIGNS

Tenant shall not place, install, affix, paint or maintain any signs, notices,
graphics or banners whatsoever or any window decor which is visible in or from
public view or corridors, the common areas or the exterior of the Premises or
the Building, in or on any exterior window or window fronting upon any common
areas or service area without Landlord's prior written approval which Landlord
shall have the right to withhold in its absolute and sole discretion; provided
that Tenant's name shall be included in any Building-standard door and directory
signage, if any, in accordance with Landlord's Building signage program,
including without limitation, payment by Tenant of any fee charged by Landlord
for maintaining such signage, which fee shall constitute Additional Rent
hereunder. Any installation of signs, notices, graphics or banners on or about
the Premises or Project approved by Landlord shall be subject to any Regulations
and to any other requirements imposed by Landlord. Tenant shall remove all such
signs or graphics by the expiration or any earlier termination of this Lease.
Such installations and removals shall be made in such manner as to avoid injury
to or defacement of the Premises, Building or Project and any other improvements
contained therein, and Tenant shall repair any injury or defacement including
without limitation discoloration caused by such installation or removal.

                                       9

<PAGE>

                         14. INSPECTION/POSTING NOTICES

After giving twenty-four (24) hours written notice, except in emergencies where
no such notice shall be required, Landlord and Landlord's agents and
representatives, shall have the right to enter the Premises to inspect the same,
to clean, to perform such work as may be permitted or required hereunder, to
make repairs, improvements or alterations to the Premises, Building or Project
or to other tenant spaces therein, to deal with emergencies, to post such
notices as may be permitted or required by law to prevent the perfection of
liens against Landlord's interest in the Project or to exhibit the Premises to
prospective tenants, purchasers, encumbrancers or to others, or for any other
purpose as Landlord may reasonably deem necessary or desirable; provided,
however, that Landlord shall use reasonable efforts not to unreasonably
interfere with Tenant's business operations. Except as may be provided in
Section 24 Tenant shall not be entitled to any abatement of Rent by reason of
the exercise of any such right of entry. Tenant waives any claim for damages for
any injury or inconvenience to or interference with Tenant's business, any loss
of occupancy or quiet enjoyment of the Premises, and any other loss occasioned
thereby. Landlord shall at all times have and retain a key with which to unlock
all of the doors in, upon and about the Premises, excluding Tenant's vaults and
safes or special security areas (designated in advance), and Landlord shall have
the right to use any and all means which Landlord may deem necessary or proper
to open said doors in an emergency, in order to obtain entry to any portion of
the Premises, and any entry to the Premises or portions thereof obtained by
Landlord by any of said means, or otherwise, shall not be construed to be a
forcible or unlawful entry into, or a detainer of, the Premises, or an eviction,
actual or constructive, of Tenant from the Premises or any portions thereof. At
any time within six (6) months prior to the expiration of the Term or following
any earlier termination of this Lease or agreement to terminate this Lease,
Landlord shall have the right to erect on the Premises, Building and/or Project
a suitable sign indicating that the Premises are available for lease.

                           15. SERVICES AND UTILITIES

A. There currently exists within or serving the Premises separate meters to
determine the amount of electricity supplied to the Premises, and Tenant shall
pay to the appropriate utility company the cost of all such electricity, as
shown by such meters. If any such charges are not paid to the appropriate
utility company when due, Landlord may (but shall not be obligated to) pay the
same, and any amount so paid by Landlord shall thereupon become due to Landlord
from Tenant as additional rent. In addition, Tenant agrees to pay, directly to
Landlord, in addition to Monthly Base Rent and Tenant's Percentage of Operating
Expenses, any costs incurred by Landlord to maintain the HVAC system serving the
Building which are solely attributable to Tenant's after hour usage, as
equitably determined by Landlord based on appropriate engineering data.

B. Provided Tenant shall not be in default hereunder, and subject to the
provisions elsewhere herein contained and to the rules and regulations of the
Building, Landlord shall furnish to the Premises during ordinary business hours
of generally recognized business days, to be determined by Landlord (but
exclusive, in any event, of Saturdays, Sundays and legal holidays), heat and air
conditioning as usually furnished or supplied for use of the Premises for
reasonable and normal office use as of the date Tenant takes possession of the
Premises (but not including above-standard or continuous cooling for excessive
heat-generating machines, excess lighting or equipment), janitorial services
during the times and in the manner that such services are, in Landlord's
judgment, customarily furnished in comparable office buildings in the immediate
market area, Landlord shall provide water for lavatory and drinking purposes,
electricity and elevator service, which shall mean service either by nonattended
automatic elevators or elevators with attendants, or both, at the option of
Landlord, twenty-four (24) hours per day, seven (7) days per week. Elevator
service and access to the Building after normal business hours shall be provided
by access controlled security cards. Tenant acknowledges that Tenant has
inspected and accepts the water, electricity, heat and air conditioning and
other utilities and services being supplied or furnished to the Premises as of
the date Tenant takes possession of the Premises, as being sufficient for use of
the Premises for reasonable and normal office use in their present condition,
"as is," and suitable for the Permitted Use, and for Tenant's intended
operations in the Premises. Landlord shall have no obligation to provide
additional or after-hours heating or air conditioning in addition to the heating
and air conditioning being provided on the date of this Lease, but if Landlord
elects to provide such services at Tenant's request, Tenant shall pay upon
demand to Landlord a reasonable charge for such services as determined by
Landlord. Tenant agrees to keep and cause to be kept closed all window covering
when necessary because of the sun's position, and Tenant also agrees at all
times to cooperate fully with Landlord and to abide by all of the regulations
and requirements which Landlord may reasonably prescribe for the proper
functioning and protection of electrical, heating, ventilating and air
conditioning systems. Wherever heat-generating machines, excess lighting or
equipment are used in the Premises which affect the temperature otherwise
maintained by the air conditioning system, Landlord reserves the right to
install supplementary air conditioning units in the Premises and the cost
thereof, including the cost of installation and the cost of operation and
maintenance thereof, shall be paid by Tenant to Landlord upon demand by
Landlord.

C. Tenant shall not without written consent of Landlord use any apparatus,
equipment or device in the Premises, using excess lighting or using electric
current, water, or any other resource in excess of or which will in any way
increase the amount of electricity, water, or any other resource being furnished
or supplied for the use of the Premises for reasonable and normal office use, in
each case as of the date Tenant takes possession of the Premises and as
reasonably determined by Landlord, or which will require additions or
alterations to or interfere with the Building power distribution systems; nor
connect with electric current, except through existing electrical outlets in the
Premises or water pipes, any apparatus, equipment or device for the purpose of
using electrical current, water, or any other resource. If Tenant shall require
water or electric current or any other resource in excess of that being
furnished or supplied for the use of the Premises as of the date Tenant takes
possession of the Premises as determined by Landlord, Tenant shall first procure
the written consent of Landlord which Landlord may refuse, to the use thereof,
and Landlord may cause a special meter to be installed in the Premises so as to
measure the amount of water, electric current or other resource consumed for any
such other use. Tenant shall pay directly to Landlord upon demand as an addition
to and separate from payment of Operating Expenses the cost of all such
additional resources, energy, utility service and meters (and of installation,
maintenance and repair thereof and of any additional circuits or other equipment
necessary to furnish such additional resources, energy, utility or service).
Landlord may add to the separate or metered charge a recovery of additional
expense incurred in keeping account of the excess water, electric current or
other resource so consumed Landlord agrees that Tenant's use of the Premises
prior to the date of this Lease has not been such as to warrant the installation
of a water meter to measure Tenant's water consumption and that so long as
Tenant's use of the Premises remains reasonably consistent with such prior use,
Landlord will not install a water meter to measure Tenant's water consumption
unless requested to do so by Tenant. Following receipt of Tenant's request to do
so, Landlord shall use good faith efforts to restore any service specifically to
be provided under Paragraph 15 that becomes unavailable and which is in
Landlord's reasonable control to restore; provided, however, that except to the
extent caused by of gross negligence or willful misconduct Landlord shall in no
case be liable for any damages directly or indirectly resulting from nor shall
the Rent or any monies owed Landlord under this Lease herein reserved be abated
by reason of: (a) the installation, use or interruption of use of any equipment
used in connection with the furnishing of any such utilities or services, or any
change in the character or means of supplying or providing any such utilities or
services or any supplier thereof; (b) the failure to furnish or delay in
furnishing any such utilities or services when such failure or delay is caused
by acts of God or the elements, labor disturbances of any character, or
otherwise or because of any interruption of service due to Tenant's use of
water, electric current or other resource in excess of that being supplied or
furnished for the use of the Premises as of the date Tenant takes possession of
the Premises; (c) the inadequacy, limitation, curtailment, rationing or
restriction on use of water, electricity, gas or any other form of energy or any
other service or utility whatsoever serving the Premises or Project, whether by
Regulation or otherwise; or (d) the partial or total unavailability of any such
utilities or services to the Premises or the Building or the diminution in the
quality or quantity thereof, whether by Regulation or otherwise; or (e) any
interruption in Tenant's business operations as a result of any such occurrence;
nor shall any such occurrence constitute an actual or constructive eviction of
Tenant or a breach of an implied warranty by Landlord. Landlord shall further
have no obligation to protect or preserve any apparatus, equipment or device
installed by Tenant in the Premises, including without limitation by providing
additional or after-hours heating or air conditioning.

                                       10

<PAGE>

Landlord shall be entitled to cooperate voluntarily and in a reasonable manner
with the efforts of national, state or local governmental agencies or utility
suppliers in reducing energy or other resource consumption. The obligation to
make services available hereunder shall be subject to the limitations of any
such voluntary, reasonable program. In addition, Landlord reserves the right to
change the supplier or provider of any such utility or service from time to
time. Tenant shall have no right to contract with or otherwise obtain any
electrical or other such service for or with respect to the Premises or Tenant's
operations therein from any supplier or provider of any such service. Tenant
shall cooperate with Landlord and any supplier or provider of such services
designated by Landlord from time to time to facilitate the delivery of such
services to Tenant at the Premises and to the Building and Project, including
without limitation allowing Landlord and Landlord's suppliers or providers, and
their respective agents and contractors, reasonable access to the Premises for
the purpose of installing, maintaining, repairing, replacing or upgrading such
service or any equipment or machinery associated therewith.

D. Tenant shall pay, upon demand, for all utilities furnished to the Premises,
or if not separately billed to or metered to Tenant, Tenant's Proportionate
Share of all charges jointly serving the Project in accordance with Paragraph 7.
All sums payable under this Paragraph 15 shall constitute Additional Rent
hereunder.

E. Tenant may contract separately with providers of telecommunications or
cellular products, systems or services for the Premises. Even though such
products, systems or services may be installed or provided by such providers in
the Building, in consideration for Landlord's permitting such providers to
provide such services to Tenant, Tenant agrees that Landlord and the Landlord
Indemnitees shall in no event be liable to Tenant or any Tenant Party for any
damages of any nature whatsoever arising out of or relating to the products,
systems or services provided by such providers (or any failure, interruption,
defect in or loss of the same) or any acts or omissions of such providers in
connection with the same or any interference in Tenant's business caused
thereby. Tenant waives and releases all rights and remedies against Landlord and
the Landlord Indemnitees that are inconsistent with the foregoing.

                               16. SUBORDINATION

Without the necessity of any additional document being executed by Tenant for
the purpose of effecting a subordination, this Lease shall be and is hereby
declared to be subject and subordinate at all times to: (a) all ground leases or
underlying leases which may now exist or hereafter be executed affecting the
Premises and/or the land upon which the Premises and Project are situated, or
both; and (b) any mortgage or deed of trust which may now exist or be placed
upon the Building, the Project and/or the land upon which the Premises or the
Project are situated, or said ground leases or underlying leases, or Landlord's
interest or estate in any of said items which is specified as security.
Notwithstanding the foregoing, Landlord shall have the right to subordinate or
cause to be subordinated any such ground leases or underlying leases or any such
liens to this Lease. If any ground lease or underlying lease terminates for any
reason or any mortgage or deed of trust is foreclosed or a conveyance in lieu of
foreclosure is made for any reason, Tenant shall, notwithstanding any
subordination, attorn to and become the Tenant of the successor in interest to
Landlord provided that Tenant shall not be disturbed in its possession under
this Lease by such successor in interest so long as Tenant is not in default
under this Lease. Within ten (10) days after request by Landlord, Tenant shall
execute and deliver any additional documents evidencing Tenant's attornment or
the subordination of this Lease with respect to any such ground leases or
underlying leases or any such mortgage or deed of trust, reasonably requested by
Landlord or by any ground landlord, mortgagee, or beneficiary under a deed of
trust, subject to such nondisturbance requirement. If requested in writing by
Tenant, Landlord shall use commercially reasonable efforts to obtain a
subordination, nondisturbance and attornment agreement for the benefit of Tenant
reflecting the foregoing from any ground landlord, mortgagee or beneficiary, at
Tenant's expense, subject to such other reasonable terms and conditions as the
ground landlord, mortgagee or beneficiary may require.

                            17. FINANCIAL STATEMENTS

At the request of Landlord, Tenant shall provide to Landlord Tenant's and any
guarantor's current financial statements or other information discussing
financial worth of Tenant and any guarantor, which Landlord shall use solely for
purposes of this Lease and in connection with the ownership, management,
financing and disposition of the Project.

                            18. ESTOPPEL CERTIFICATE

Tenant agrees from time to time, within ten (10) days after request of Landlord,
to deliver to Landlord, or Landlord's designee, an estoppel certificate stating
that this Lease is in full force and effect, that this Lease has not been
modified (or stating all modifications, written or oral, to this Lease), the
date to which Rent has been paid, the unexpired portion of this Lease, that
there are no current defaults by Landlord or Tenant under this Lease (or
specifying any such defaults), that the leasehold estate granted by this Lease
is the sole interest of Tenant in the Premises and/or the land at which the
Premises are situated, and such other matters pertaining to this Lease as may be
reasonably requested by Landlord or any mortgagee, beneficiary, purchaser or
prospective purchaser of the Building or Project or any interest therein.
Failure by Tenant to execute and deliver such certificate shall constitute an
acceptance of the Premises and acknowledgment by Tenant that the statements
included are true and correct without exception. Tenant agrees that if Tenant
fails to execute and deliver such certificate within such ten (10) day period,
Landlord may execute and deliver such certificate on Tenant's behalf and that
such certificate shall be binding on Tenant. Landlord and Tenant intend that any
statement delivered pursuant to this Paragraph may be relied upon by any
mortgagee, beneficiary, purchaser or prospective purchaser of the Building or
Project or any interest therein. The parties agree that Tenant's obligation to
furnish such estoppel certificates in a timely fashion is a material inducement
for Landlord's execution of this Lease, and shall be an event of default
(without any cure period that might be provided under Paragraph 26.A(3) of this
Lease) if Tenant fails to fully comply or makes any material misstatement in any
such certificate.

                              19. SECURITY DEPOSIT

Tenant agrees to deposit with Landlord on or prior to February 1 2001 , a
security deposit as stated in the Basic Lease Information (the "Security
Deposit"), which sum shall be held and owned by Landlord, without obligation to
pay interest, as security for the performance of Tenant's covenants and
obligations under this Lease. The Security Deposit is not an advance rental
deposit or a measure of damages incurred by Landlord in case of Tenant's
default. Upon the occurrence of any event of default by Tenant, Landlord may
from time to time, without prejudice to any other remedy provided herein or by
law, use such fund as a credit to the extent necessary to credit against any
arrears of Rent or other payments due to Landlord hereunder, and any other
damage, injury, expense or liability caused by such event of default, and Tenant
shall pay to Landlord, on demand, the amount so applied in order to restore the
Security Deposit to its original amount. Although the Security Deposit shall be
deemed the property of Landlord, any remaining balance of such deposit shall be
returned by Landlord to Tenant at such time after termination of this Lease that
all of Tenant's obligations under this Lease have been fulfilled, reduced by
such amounts as may be required by Landlord to remedy defaults on the part of
Tenant in the payment of Rent or other obligations of Tenant under this Lease,
to repair damage to the Premises, Building or Project caused by Tenant or any
Tenant's Parties and to clean the Premises. Landlord is hereby granted a
security interest in the Security Deposit in accordance with applicable
provisions of the California Commercial Code. Landlord may use and commingle the
Security Deposit with other funds of Landlord. Tenant hereby waives the
provisions of Section 1950.7 of the California Civil Code, and all other
provisions of any Regulations, now or hereinafter in force, which restricts the
amount or types of claim that a landlord may make upon a security deposit or
imposes upon a landlord (or its successors) any obligation with respect to the
handling or return of security deposits.

                                       11

<PAGE>

                      20. LIMITATION OF TENANT'S REMEDIES

The obligations and liability of Landlord to Tenant for any default by Landlord
under the terms of this Lease are not personal obligations of Landlord or of the
individual or other partners of Landlord or its or their partners, directors,
officers, or shareholders, and Tenant agrees to look solely to Landlord's
interest in the Project for the recovery of any amount from Landlord, and shall
not look to other assets of Landlord nor seek recourse against the assets of the
individual or other partners of Landlord or its or their partners, directors,
officers or shareholders. Any lien obtained to enforce any such judgment and any
levy of execution thereon shall be subject and subordinate to any lien, mortgage
or deed of trust on the Project. Under no circumstances shall Tenant have the
right to offset against or recoup Rent or other payments due and to become due
to Landlord hereunder except as expressly provided in this Lease, which Rent and
other payments shall be absolutely due and payable hereunder in accordance with
the terms hereof. In no case shall Landlord be liable to Tenant for any lost
profits, damage to business, or any form of special, indirect or consequential
damage on account of any breach of this Lease or otherwise, notwithstanding
anything to the contrary contained in this Lease.

                         21. ASSIGNMENT AND SUBLETTING

A.   (1) General. This Lease has been negotiated to be and is granted as an
     accommodation to Tenant. Accordingly, this Lease is personal to Tenant, and
     Tenant's rights granted hereunder do not include the right to assign this
     Lease or sublease the Premises, or to receive any excess, either in
     installments or lump sum, over the Rent which is expressly reserved by
     Landlord as hereinafter provided, except as otherwise expressly hereinafter
     provided. Tenant shall not assign or pledge this Lease or sublet the
     Premises or any part thereof, whether voluntarily or by operation of law,
     or permit the use or occupancy of the Premises or any part thereof by
     anyone other than Tenant, or suffer or permit any such assignment, pledge,
     subleasing or occupancy, without Landlord's prior written consent except as
     provided herein. If Tenant desires to assign this Lease or sublet any or
     all of the Premises, Tenant shall give Landlord written notice (the
     "Transfer Notice") at least sixty (60) days prior to the anticipated
     effective date of the proposed assignment or sublease, which shall contain
     all of the information reasonably requested by Landlord to address
     Landlord's decision criteria specified hereinafter. Landlord shall then
     have a period of thirty (30) days following receipt of the Transfer Notice
     to notify Tenant in writing that Landlord elects either: (i) to terminate
     this Lease as to the space so affected as of the date so requested by
     Tenant; or (ii) to consent to the proposed assignment or sublease, subject,
     however, to Landlord's prior written consent of the proposed assignee or
     subtenant and of any related documents or agreements associated with the
     assignment or sublease. If Landlord should fail to notify Tenant in writing
     of such election within said period, Landlord shall be deemed to have
     waived option (i) above, but written consent by Landlord of the proposed
     assignee or subtenant shall still be required. If Landlord does not
     exercise option (i) above, Landlord's consent to a proposed assignment or
     sublease shall not be unreasonably withheld. Consent to any assignment or
     subletting shall not constitute consent to any subsequent transaction to
     which this Paragraph 21 applies.

(2)  Conditions of Landlord's Consent. Without limiting the other instances in
     which it may be reasonable for Landlord to withhold Landlord's consent to
     an assignment or subletting, Landlord and Tenant acknowledge that it shall
     be reasonable for Landlord to withhold Landlord's consent in the following
     instances: if the proposed assignee does not agree to be bound by and
     assume the obligations of Tenant under this Lease in form and substance
     satisfactory to Landlord; the use of the Premises by such proposed assignee
     or subtenant would not be a Permitted Use or would violate any exclusivity
     or other arrangement which Landlord has with any other tenant or occupant
     or any Regulation or would increase the Occupancy Density or Parking
     Density of the Building or Project, or would otherwise result in an
     undesirable tenant mix for the Project as determined by Landlord; the
     proposed assignee or subtenant is not of sound financial condition as
     determined by Landlord in Landlord's sole discretion; the proposed assignee
     or subtenant is a governmental agency; the proposed assignee or subtenant
     does not have a good reputation as a tenant of property or a good business
     reputation; the proposed assignee or subtenant is a person with whom
     Landlord is negotiating to lease space in the Project or is a present
     tenant of the Project; the assignment or subletting would entail any
     Alterations which would lessen the value of the leasehold improvements in
     the Premises or use of any Hazardous Materials or other noxious use or use
     which may disturb other tenants of the Project; or Tenant is in default of
     any obligation of Tenant under this Lease, or Tenant has defaulted under
     this Lease on three (3) or more occasions during any twelve (12) months
     preceding the date that Tenant shall request consent. Failure by or refusal
     of Landlord to consent to a proposed assignee or subtenant shall not cause
     a termination of this Lease. Upon a termination under Paragraph 21.A(1)(i),
     Landlord may lease the Premises to any party, including parties with whom
     Tenant has negotiated an assignment or sublease, without incurring any
     liability to Tenant. At the option of Landlord, a surrender and termination
     of this Lease shall operate as an assignment to Landlord of some or all
     subleases or subtenancies. Landlord shall exercise this option by giving
     notice of that assignment to such subtenants on or before the effective
     date of the surrender and termination. In connection with each request for
     assignment or subletting, Tenant shall pay to Landlord Landlord's standard
     fee, for approving such requests, as well as all costs incurred by Landlord
     or any mortgagee or ground lessor in approving each such request and
     effecting any such transfer, including, without limitation, reasonable
     attorneys' fees. Landlord's standard fee as of the date of this Lease is
                      -------------------------------------------------------
     seven hundred fifty dollars ($750.00).
     --------------------------------------

     (3)  Permitted Transfers. An "Affiliate" means any entity that (i)
          controls, is controlled by, or is under common control with Tenant,
          (ii) results from the transfer of all or substantially all of Tenant's
          assets or stock, or (iii) results from the merger or consolidation of
          Tenant with another entity. "Control" means the direct or indirect
          ownership of more than fifty percent (50%) of the voting securities of
          an entity or possession of the right to vote more than fifty percent
          (50%) of the voting interest in the ordinary direction of the entity's
          affairs. Notwithstanding anything to the contrary contained in this
          Lease, Landlord's consent is not required for any assignment of this
          Lease or sublease of all or a portion of the Premises to an Affiliate
          so long as the following conditions are met: (a) at least ten (10)
          business days before any such assignment or sublease, Landlord
          receives written notice of such assignment or sublease (as well as any
          documents or information reasonably requested by Landlord regarding
          the proposed intended transfer and the transferee); (b) Tenant is not
          then and has not been in default under this Lease; (c) if the transfer
          is an assignment or any other transfer to an Affiliate other than a
          sublease, the intended assignee assumes in writing all of Tenant's
          obligations under this Lease relating to the Premises in form
          satisfactory to Landlord or, if the transfer is a sublease, the
          intended sublessee accepts the sublease in form satisfactory to
          Landlord; (d) the intended transferee has a tangible net worth, as
          evidenced by financial statements delivered to Landlord and certified
          by an independent certified public accountant in accordance with
          generally accepted accounting principles that are consistently
          applied, at least equal to thirteen million ($13,000,000.00) dollars;
          (e) the Premises shall continue to be operated solely for the use
          specified in the Basic Lease Information; and (f) Tenant shall pay to
          Landlord Landlord's standard fee for approving assignments and
          subleases and all costs reasonably incurred by Landlord or any
          mortgagee or ground lessor for such assignment or subletting,
          including, without limitation, reasonable attorneys' fees. No transfer
          to an Affiliate in accordance with this subparagraph shall relieve
          Tenant named herein of any obligation under this Lease or alter the
          primary liability of Tenant named herein for the payment of Rent or
          for the performance of any other obligation to be performed by Tenant,
          including the obligations contained in Paragraph 25 with respect to
          any Affiliate.

B. Bonus Rent. Any Rent or other consideration realized by Tenant under any such
sublease or assignment in excess of the Rent payable hereunder, after
amortization of a reasonable brokerage commission incurred by Tenant, shall be
divided and paid, fifty percent (50%) to Tenant, fifty percent (50%) to
Landlord. In any subletting or assignment undertaken by Tenant, Tenant shall
diligently seek to obtain the maximum rental amount available in the marketplace
for comparable space available for primary leasing.

                                       12

<PAGE>

C. Corporation. If Tenant is a corporation, a transfer of corporate shares by
sale, assignment, bequest, inheritance, operation of law or other disposition
(including such a transfer to or by a receiver or trustee in federal or state
bankruptcy, insolvency or other proceedings) resulting in a change in the
present control of such corporation or any of its parent corporations by the
person or persons owning a majority of said corporate shares, shall constitute
an assignment for purposes of this Lease Notwithstanding anything to the
contrary in this Lease, the transfer of outstanding capital stock or other
listed equity interests, or the purchase of outstanding capital stock or other
listed equity interests, or the purchase of equity interests issued in an
initial public offering of stock, by persons or parties other than "insiders"
within the meaning of the Securities Exchange Act of 1934, as amended, through
the "over-the-counter" market or any recognized national or international
securities exchange shall not be included in determining whether control has
been transferred. Nothwithstanding the foregoing, Landlord acknowledges that
Tenant will be spun off from its parent corporation and that such spin-off will
result in a change of control of Tenant. Landlord agrees that such spin-off
shall be an acceptable assignment under this Lease.

D. Unincorporated Entity. If Tenant is a partnership, joint venture,
unincorporated limited liability company or other unincorporated business form,
a transfer of the interest of persons, firms or entities responsible for
managerial control of Tenant by sale, assignment, bequest, inheritance,
operation of law or other disposition, so as to result in a change in the
present control of said entity and/or of the underlying beneficial interests of
said entity and/or a change in the identity of the persons responsible for the
general credit obligations of said entity shall constitute an assignment for all
purposes of this Lease.

E. Liability. No assignment or subletting by Tenant, permitted or otherwise,
shall relieve Tenant of any obligation under this Lease or any guarantor of this
Lease of any liability under its guaranty or alter the primary liability of the
Tenant named herein for the payment of Rent or for the performance of any other
obligations to be performed by Tenant, including obligations contained in
Paragraph 25 with respect to any assignee or subtenant. Landlord may collect
rent or other amounts or any portion thereof from any assignee, subtenant, or
other occupant of the Premises, permitted or otherwise, and apply the net rent
collected to the Rent payable hereunder, but no such collection shall be deemed
to be a waiver of this Paragraph 21, or the acceptance of the assignee,
subtenant or occupant as tenant, or a release of Tenant from the further
performance by Tenant of the obligations of Tenant under this Lease or any
guarantor of this Lease of any liability under its guaranty. Any assignment or
subletting which conflicts with the provisions hereof shall be void.

                                 22. AUTHORITY

Landlord represents and warrants that it has full right and authority to enter
into this Lease and to perform all of Landlord's obligations hereunder and that
all persons signing this Lease on its behalf are authorized to do. Tenant
represents and warrants that Tenant has full right and authority and the person
or persons, if any, signing on behalf of Tenant, jointly and severally represent
and warrant that Tenant has full right and authority to enter into this Lease,
and to perform all of Tenant's obligations hereunder, and that all persons
signing this Lease on its behalf are authorized to do so.

                                23. CONDEMNATION

A. Condemnation Resulting in Termination. If the whole or any substantial part
of the Premises Building or Project should be taken or condemned for any public
use under any Regulation, or by right of eminent domain, or by private purchase
in lieu thereof, and the taking would prevent or materially interfere with the
Permitted Use of the Premises, either party shall have the right to terminate
this Lease at its option. If any material portion of the Building or Project is
taken or condemned for any public use under any Regulation, or by right of
eminent domain, or by private purchase in lieu thereof, Landlord may terminate
this Lease at its option. In either of such events, the Rent shall be abated
during the unexpired portion of this Lease, effective when the physical taking
of said Premises shall have occurred.

B. Condemnation Not Resulting in Termination. If a portion of the Project of
which the Premises are a part should be taken or condemned for any public use
under any Regulation, or by right of eminent domain, or by private purchase in
lieu thereof, and the taking prevents or materially interferes with the
Permitted Use of the Premises, and this Lease is not terminated as provided in
Paragraph 23.A above, the Rent payable hereunder during the unexpired portion of
this Lease shall be reduced, beginning on the date when the physical taking
shall have occurred, to such amount as may be fair and reasonable under all of
the circumstances, but only after giving Landlord credit for all sums received
or to be received by Tenant by the condemning authority. Notwithstanding
anything to the contrary contained in this Paragraph, if the temporary use or
occupancy of any part of the Premises shall be taken or appropriated under power
of eminent domain during the Term, this Lease shall be and remain unaffected by
such taking or appropriation and Tenant shall continue to pay in full all Rent
payable hereunder by Tenant during the Term; in the event of any such temporary
appropriation or taking, Tenant shall be entitled to receive that portion of any
award which represents compensation for the use of or occupancy of the Premises
during the Term. If the taking or appropriation is anticipated to last for one
hundred eighty (180) days or longer, then such taking or appropriation shall not
be deemed temporary and the other provisions of this Section 23 shall apply.

C. Award. Landlord shall be entitled to (and Tenant shall assign to Landlord)
any and all payment, income, rent, award or any interest therein whatsoever
which may be paid or made in connection with such taking or conveyance and
Tenant shall have no claim against Landlord or otherwise for any sums paid by
virtue of such proceedings, whether or not attributable to the value of any
unexpired portion of this Lease, except as expressly provided in this Lease.
Notwithstanding the foregoing, any compensation specifically and separately
awarded Tenant for Tenant's personal property and moving costs Tenant's loss of
                                                               ----------------
good will or other damage to Tenant's business, shall be and remain the property
----------------------------------------------
of Tenant.

D. Waiver of CCPss.1265.130. Each party waives the provisions of California
Civil Code Procedure Section 1265.130 allowing either party to petition the
superior court to terminate this Lease as a result of a partial taking.

                               24. CASUALTY DAMAGE

A. General. If the Premises or Building should be damaged or destroyed by fire,
tornado, or other casualty (collectively, "Casualty"), Tenant shall give
immediate written notice thereof to Landlord. Within thirty (30) days after
Landlord's receipt of such notice, Landlord shall notify Tenant whether in
Landlord's reasonable estimation of the Premises can reasonably be restored to
at least substantially the condition that existed prior to the Casualty within
one hundred eighty (180) days from the date of such notice and receipt of
required permits for such restoration. Landlord's determination shall be binding
on Tenant.

B. Within 180 Days. If the Premises or Building should be damaged by Casualty to
such extent that restoration of the Premises to be at least substantially the
condition that existed prior to the Casualty can in Landlord's estimation be
reasonably completed within one hundred eighty (180) days after the date of such
notice and receipt of required permits for such restoration, this Lease shall
not terminate. Provided that insurance proceeds are received by Landlord to
fully repair the damage, Landlord shall proceed to rebuild and repair the
Premises diligently to at least substantially its condition immediately prior to
such Casualty and in the manner determined by Landlord, except that Landlord
shall not be required to rebuild, repair or replace any part of any Alterations
which may have been placed on or about the Premises or paid for by Tenant unless
Landlord receives insurance proceeds specifically therefor. If the Premises are
untenantable in whole or in part following such damage, the Rent payable
hereunder during the period in which they are untenantable shall be abated
proportionately, but only to the extent of rental abatement insurance proceeds
received by Landlord during the time and to the extent the Premises are unfit
for occupancy.

                                       13

<PAGE>

C. Greater than 180 Days. If the Premises or Building should be damaged by
Casualty to such extent that rebuilding or repairs cannot in Landlord's
estimation be reasonably completed within one hundred eighty (180) days after
receipt of required permits for rebuilding or repair, and such damage materially
and adversely interferes with the conduct of Tenant's business in the Premises,
then either party shall have the right to cancel this Lease by giving the other
party written notice within [ten (10)] days from the date of Landlord's notice
that material restoration of the Premises cannot be made within such one hundred
eighty (180) day period or notice that Landlord has elected not to rebuild or
repair the Premises. Said cancellation shall be effective [thirty (30)] days
from the first day that either party gives its notice to cancel. If neither
party elects to so cancel this Lease, Landlord shall proceed to rebuild and
repair the Premises diligently and in the manner determined by Landlord, except
that Landlord shall not be required to rebuild, repair or replace any part of
any Alterations which may have been placed on or about the Premises by Tenant.
If the Premises are untenantable in whole or in part following such damage, the
Rent payable hereunder during the period in which they are untenantable shall be
abated proportionately, but only to the extent of rental abatement proceeds
received by Landlord during the time and to the extent the Premises are unfit
for occupancy.

D. Tenant's Fault. Notwithstanding anything herein to the contrary, if the
Premises or any other portion of the Building are damaged by Casualty resulting
from the fault, negligence, or breach of this Lease by Tenant or any of Tenant's
Parties, Base Rent and Additional Rent shall not be diminished during the repair
of such damage and Tenant shall be liable to Landlord for the cost and expense
of the repair and restoration of the Building caused thereby to the extent such
cost and expense is not covered by insurance proceeds.

E. Insurance Proceeds. Notwithstanding anything herein to the contrary, if the
Premises or Building are damaged or destroyed and are not fully covered by the
insurance proceeds received by Landlord or if the holder of any indebtedness
secured by a mortgage or deed of trust covering the Premises requires that the
insurance proceeds be applied to such indebtedness, then in either case Landlord
shall have the right to terminate this Lease by delivering written notice of
termination to Tenant within thirty (30) days after the date of notice to
Landlord that said damage or destruction is not fully covered by insurance or
such requirement is made by any such holder, as the case may be, whereupon this
Lease shall terminate.

F. Waiver. This Paragraph 24 shall be Tenant's sole and exclusive remedy in the
event of damage or destruction to the Premises or the Building. As a material
inducement to Landlord entering into this Lease, Tenant hereby waives any rights
it may have under Sections 1932, 1933(4), 1941 or 1942 of the Civil Code of
California with respect to any destruction of the Premises, Landlord's
obligation for tenantability of the Premises and Tenant's right to make repairs
and deduct the expenses of such repairs, or under any similar law, statute or
ordinance now or hereafter in effect.

G. Tenant's Personal Property. In the event of any damage or destruction of the
Premises or the Building, under no circumstances shall Landlord be required to
repair any injury or damage to, or make any repairs to or replacements of,
Tenant's personal property unless caused by the gross negligence or willful
misconduct of Landlord.

H. Damage Near End Of Term. Landlord and Tenant shall each have the right to
terminate this Lease if there is a casualty affecting the Premises or the
Building and Tenant is unable to and does not use the Premises as a result of
such casualty, occurs during the last twelve (12) months of the term of this
Lease where Landlord reasonably estimates that the repair or restoration of such
casualty cannot be completed within ninety (90) days after the date of such
casualty. Landlord and Tenant shall each have the right to terminate this Lease
if the Casualty affecting the Premises or the Building and Tenant is unable to
and does not use the Premises as a result of such casualty, occurs during the
last six months of the term of this Lease where Landlord reasonably estimates
that the repair of restoration of such casualty cannot be completed within sixty
(60) days after the date of such casualty.

                                25. HOLDING OVER

Unless Landlord expressly consents in writing to Tenant's holding over, Tenant
shall be unlawfully and illegally in possession of the Premises, whether or not
Landlord accepts any rent from Tenant or any other person while Tenant remains
in possession of the Premises without Landlord's written consent. If Tenant
shall retain possession of the Premises or any portion thereof without
Landlord's consent following the expiration of this Lease or sooner termination
for any reason, then Tenant shall pay to Landlord for each day of such retention
one hundred twenty five percent (125%) of daily rental as of the last month
prior to the date of expiration or earlier termination for the first thirty (30)
days, two hundred percent (200%) of daily rental as of the last month prior to
the date of expiration or earlier termination for the next thirty (30) days and
then triple the amount of daily rental as of the last month prior to the date of
expiration or earlier termination. Tenant shall also indemnify, defend, protect
and hold Landlord harmless from any loss, liability or cost, including
consequential and incidental damages and reasonable attorneys' fees, incurred by
Landlord resulting from delay by Tenant in surrendering the Premises, including,
without limitation, any claims made by the succeeding tenant founded on such
delay. Acceptance of Rent by Landlord following expiration or earlier
termination of this Lease, or following demand by Landlord for possession of the
Premises, shall not constitute a renewal of this Lease, and nothing contained in
this Paragraph 25 shall waive Landlord's right of reentry or any other right.
Additionally, if upon expiration or earlier termination of this Lease, or
following demand by Landlord for possession of the Premises, Tenant has not
fulfilled its obligation with respect to repairs and cleanup of the Premises or
any other Tenant obligations as set forth in this Lease, then Landlord shall
have the right to perform any such obligations as it deems necessary at Tenant's
sole cost and expense, and any time required by Landlord to complete such
obligations shall be considered a period of holding over and the terms of this
Paragraph 25 shall apply. The provisions of this Paragraph 25 shall survive any
expiration or earlier termination of this Lease.

                              26. DEFAULT BY TENANT

A.   Events of Default. The occurrence of any of the following shall constitute
     an event of default on the part of Tenant:

     (1) Abandonment. Abandonment or vacation of the Premises for a continuous
     period in excess of five (5) consecutive days. Tenant waives any right to
     notice Tenant may have under Section 1951.3 of the Civil Code of the State
     of California, the terms of this Paragraph 26.A being deemed such notice to
     Tenant as required by said Section 1951.3.

     (2) Nonpayment of Rent. Failure to pay any installment of Rent or any other
     amount due and payable hereunder within five (5) business days after
     written notice thereof from Landlord of the date when said payment is due,
     as to which time is of the essence.

     (3) Other Obligations. Failure to perform any obligation, agreement or
     covenant under this Lease other than those matters specified in
     subparagraphs (1) and (2) of this Paragraph 26.A, and in Paragraphs 8, 16,
     18 and 25, such failure continuing for thirty (30) days after written
     notice of such failure, as to which time is of the essence.

     (4) General Assignment. A general assignment by Tenant for the benefit of
     creditors.

     (5) Bankruptcy. The filing of any voluntary petition in bankruptcy by
     Tenant, or the filing of an involuntary petition by Tenant's creditors,
     which involuntary petition remains undischarged for a period of forty five
     (45) days. If under applicable law, the trustee in bankruptcy or Tenant has
     the right to affirm this Lease and continue to perform the obligations of
     Tenant hereunder, such trustee or Tenant shall, in such time period as may
     be permitted by the bankruptcy court having jurisdiction, cure

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     all defaults of Tenant hereunder outstanding as of the date of the
     affirmance of this Lease and provide to Landlord such adequate assurances
     as may be necessary to ensure Landlord of the continued performance of
     Tenant's obligations under this Lease.

     (6) Receivership. The employment of a receiver to take possession of
     substantially all of Tenant's assets or Tenant's leasehold of the Premises,
     if such appointment remains undismissed or undischarged for a period of
     thirty (30) days after the order therefor.

     (7) Attachment. The attachment, execution or other judicial seizure of all
     or substantially all of Tenant's assets or Tenant's leasehold of the
     Premises, if such attachment or other seizure remains undismissed or
     undischarged for a period of thirty (30) days after the levy thereof.

     (8) Insolvency. The admission by Tenant in writing of its inability to pay
     its debts as they become due.

B.   Remedies Upon Default.

     (1) Termination. In the event of the occurrence of any event of default,
     Landlord shall have the right to give a written termination notice to
     Tenant, and on the date specified in such notice, Tenant's right to
     possession shall terminate, and this Lease shall terminate unless on or
     before such date all Rent in arrears and all costs and expenses incurred by
     or on behalf of Landlord hereunder shall have been paid by Tenant and all
     other events of default of this Lease by Tenant at the time existing shall
     have been fully remedied to the satisfaction of Landlord. At any time after
     such termination, Landlord may recover possession of the Premises or any
     part thereof and expel and remove therefrom Tenant and any other person
     occupying the same, including any subtenant or subtenants notwithstanding
     Landlord's consent to any sublease, by any lawful means, and again
     repossess and enjoy the Premises without prejudice to any of the remedies
     that Landlord may have under this Lease, or at law or equity by any reason
     of Tenant's default or of such termination. Landlord hereby reserves the
     right, but shall not have the obligation, to recognize the continued
     possession of any subtenant. The delivery or surrender to Landlord by or on
     behalf of Tenant of keys, entry codes, or other means to bypass security at
     the Premises shall not terminate this Lease.

     (2) Continuation After Default. Even though an event of default may have
     occurred, this Lease shall continue in effect for so long as Landlord does
     not terminate Tenant's right to possession under Paragraph 26.B(1) hereof.
     Landlord shall have the remedy described in California Civil Code Section
     1951.4 ("Landlord may continue this Lease in effect after Tenant's breach
     and abandonment and recover Rent as it becomes due, if Tenant has the right
     to sublet or assign, subject only to reasonable limitations"), or any
     successor code section. Accordingly, if Landlord does not elect to
     terminate this Lease on account of any event of default by Tenant, Landlord
     may enforce all of Landlord's rights and remedies under this Lease,
     including the right to recover Rent as it becomes due. Acts of maintenance,
     preservation or efforts to lease the Premises or the appointment of a
     receiver under application of Landlord to protect Landlord's interest under
     this Lease or other entry by Landlord upon the Premises shall not
     constitute an election to terminate Tenant's right to possession.

     (3) Increased Security Deposit. If Tenant is in default under Paragraph
     26.A(2) hereof and such default remains uncured for ten (10) days after
     such occurrence and such default occurs more than three times in any twelve
     (12) month period, Landlord may require that Tenant increase the Security
     Deposit to the amount of three times the current month's Rent at the time
     of the most recent default.

C. Damages After Default. Should Landlord terminate this Lease pursuant to the
provisions of Paragraph 26.B(1) hereof, Landlord shall have the rights and
remedies of a Landlord provided by Section 1951.2 of the Civil Code of the State
of California, or any successor code sections. Upon such termination, in
addition to any other rights and remedies to which Landlord may be entitled
under applicable law or at equity, Landlord shall be entitled to recover from
Tenant: (1) the worth at the time of award of the unpaid Rent and other amounts
which had been earned at the time of termination, (2) the worth at the time of
award of the amount by which the unpaid Rent and other amounts that would have
been earned after the date of termination until the time of award exceeds the
amount of such Rent loss that Tenant proves could have been reasonably avoided;
(3) the worth at the time of award of the amount by which the unpaid Rent and
other amounts for the balance of the Term after the time of award exceeds the
amount of such Rent loss that the Tenant proves could be reasonably avoided; and
(4) any other amount and court costs necessary to compensate Landlord for all
detriment proximately caused by Tenant's failure to perform Tenant's obligations
under this Lease or which, in the ordinary course of things, would be likely to
result therefrom. The "worth at the time of award" as used in (1) and (2) above
shall be computed at the Applicable Interest Rate (defined below). The "worth at
the time of award" as used in (3) above shall be computed by discounting such
amount at the Federal Discount Rate of the Federal Reserve Bank of San Francisco
at the time of award plus one percent (1%). If this Lease provides for any
periods during the Term during which Tenant is not required to pay Base Rent or
if Tenant otherwise receives a Rent concession, then upon the occurrence of an
event of default, Tenant shall owe to Landlord the full amount of such Base Rent
or value of such Rent concession, plus interest at the Applicable Interest Rate,
calculated from the date that such Base Rent or Rent concession would have been
payable.

D. Late Charge. In addition to its other remedies, Landlord shall have the right
without notice or demand to add to the amount of any payment required to be made
by Tenant hereunder, and which is not paid and received by Landlord on or before
the fifth day of each calendar month, an amount equal to five percent (5%) of
the delinquent amount, or $150.00, whichever amount is greater, for each month
or portion thereof that the delinquency remains outstanding to compensate
Landlord for the loss of the use of the amount not paid and the administrative
costs caused by the delinquency, the parties agreeing that Landlord's damage by
virtue of such delinquencies would be extremely difficult and impracticable to
compute and the amount stated herein represents a reasonable estimate thereof.
Any waiver by Landlord of any late charges or failure to claim the same shall
not constitute a waiver of other late charges or any other remedies available to
Landlord.

E. Interest. Interest shall accrue on all sums not paid when due hereunder at
the lesser of eighteen percent (18%) per annum or the maximum interest rate
allowed by law ("Applicable Interest Rate") from the due date until paid.

F. Remedies Cumulative. All rights, privileges and elections or remedies of the
parties are cumulative and not alternative, to the extent permitted by law and
except as otherwise provided herein.

G. Replacement of Statutory Notice Requirements. When this Lease requires
service of a notice, that notice shall replace rather than supplement any
equivalent or similar statutory notice, including any notice required by
California Code of Civil Procedure Section 1161 or any similar or successor
statute. When a statute requires service of a notice in a particular manner,
service of that notice (or a similar notice required by this Lease) in the
manner required by this Paragraph 26 shall replace and satisfy the statutory
service-of-notice procedures, including those required by California Code of
Civil Procedure Section 1162 or any similar or successor statute.

                                    27. LIENS

Tenant shall at all times keep the Premises and the Project free from liens
arising out of or related to work or services performed, materials or supplies
furnished or obligations incurred by or on behalf of Tenant or in connection
with work made, suffered or done by or on behalf of Tenant in or on the Premises
or Project. If Tenant shall not, within ten (10) days following the imposition
of any such lien, cause the

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same to be released of record by payment or posting of a proper bond, Landlord
shall have, in addition to all other remedies provided herein and by law, the
right, but not the obligation, to cause the same to be released by such means as
Landlord shall deem proper, including payment of the claim giving rise to such
lien. All sums paid by Landlord on behalf of Tenant and all expenses incurred by
Landlord in connection therefor shall be payable to Landlord by Tenant on demand
with interest at the Applicable Interest Rate as Additional Rent. Landlord shall
have the right at all times to post and keep posted on the Premises any notices
permitted or required by law, or which Landlord shall deem proper, for the
protection of Landlord, the Premises, the Project and any other party having an
interest therein, from mechanics' and materialmen's liens, and Tenant shall give
Landlord not less than ten (10) business days prior written notice of the
commencement of any work in the Premises or Project which could lawfully give
rise to a claim for mechanics' or materialmen's liens to permit Landlord to post
and record a timely notice of non-responsibility, as Landlord may elect to
proceed or as the law may from time to time provide, for which purpose, if
Landlord shall so determine, Landlord may enter the Premises. Tenant shall not
remove any such notice posted by Landlord without Landlord's consent, and in any
event not before completion of the work which could lawfully give rise to a
claim for mechanics' or materialmen's liens.

                                28. SUBSTITUTION

     (1)

                            29. TRANSFERS BY LANDLORD

In the event of a sale or conveyance by Landlord of the Building or a
foreclosure by any creditor of Landlord, the same shall operate to release
Landlord from any liability upon any of the covenants or conditions, express or
implied, herein contained in favor of Tenant, to the extent required to be
performed after the passing of title to Landlord's successor-in-interest. In
such event, Tenant agrees to look solely to the responsibility of the
successor-in-interest of Landlord under this Lease with respect to the
performance of the covenants and duties of "Landlord" to be performed after the
passing of title to Landlord's successor-in-interest. This Lease shall not be
affected by any such sale and Tenant agrees to attorn to the purchaser or
assignee. Landlord's successor(s)-in-interest shall not have liability to Tenant
with respect to the failure to perform any of the obligations of "Landlord," to
the extent required to be performed prior to the date such
successor(s)-in-interest became the owner of the Building.

               30. RIGHT OF LANDLORD TO PERFORM TENANT'S COVENANTS

All covenants and agreements to be performed by Tenant under any of the terms of
this Lease shall be performed by Tenant at Tenant's sole cost and expense and
without any abatement of Rent. If Tenant shall fail to pay any sum of money,
other than Base Rent, required to be paid by Tenant hereunder or shall fail to
perform any other act on Tenant's part to be performed hereunder, including
Tenant's obligations under Paragraph 11 hereof, and such failure shall continue
for thirty (30) days after notice thereof by Landlord, in addition to the other
rights and remedies of Landlord, Landlord may make any such payment and perform
any such act on Tenant's part. Notwithstanding the foregoing, if the nature of
Tenant's obligation is such that more than thirty (30) days are required for
performance, then Landlord shall not have the right to perform Tenant's
obligations so long as Tenant commences performance within such thirty (30) day
period and thereafter diligently prosecutes the same to completion. In the case
of an emergency, no prior notification by Landlord shall be required. Landlord
may take such actions without any obligation and without releasing Tenant from
any of Tenant's obligations. All sums so paid by Landlord and all incidental
costs incurred by Landlord and interest thereon at the Applicable Interest Rate,
from the date of payment by Landlord, shall be paid to Landlord on demand as
Additional Rent.

                                   31. WAIVER

If either Landlord or Tenant waives the performance of any term, covenant or
condition contained in this Lease, such waiver shall not be deemed to be a
waiver of any subsequent breach of the same or any other term, covenant or
condition contained herein, or constitute a course of dealing contrary to the
expressed terms of this Lease. The acceptance of Rent by Landlord (including,
without limitation, through any "lockbox") shall not constitute a waiver of any
preceding breach by Tenant of any term, covenant or condition of this Lease,
regardless of Landlord's knowledge of such preceding breach at the time Landlord
accepted such Rent. Failure by Landlord to enforce any of the terms, covenants
or conditions of this Lease for any length of time shall not be deemed to waive
or decrease the right of Landlord to insist thereafter upon strict performance
by Tenant. Waiver by Landlord of any term, covenant or condition contained in
this Lease may only be made by a written document signed by Landlord, based upon
full knowledge of the circumstances.

                                   32. NOTICES

Each provision of this Lease or of any applicable governmental laws, ordinances,
regulations and other requirements with reference to sending, mailing, or
delivery of any notice or the making of any payment by Landlord or Tenant to the
other shall be deemed to be complied with when and if the following steps are
taken:

A. Rent. All Rent and other payments required to be made by Tenant to Landlord
hereunder shall be payable to Landlord at Landlord's Remittance Address set
forth in the Basic Lease Information, or at such other address as Landlord may
specify from time to time by written notice delivered in accordance herewith.
Tenant's obligation to pay Rent and any other amounts to Landlord under the
terms of this Lease shall not be deemed satisfied until such Rent and other
amounts have been actually received by Landlord.

B. Other. All notices, demands, consents and approvals which may or are required
to be given by either party to the other hereunder shall be in writing and
either personally delivered, sent by commercial overnight courier, mailed,
certified or registered, postage prepaid or sent by facsimile with confirmed
receipt (and with an original sent by commercial overnight courier), and in each
case addressed to the party to be notified at the Notice Address for such party
as specified in the Basic Lease Information or to such other place as the party
to be notified may from time to time designate by at least fifteen (15) days
notice to the notifying party. Notices shall be deemed served upon receipt or
refusal to accept delivery. Tenant appoints as its agent to receive the service
of all default notices and notice of commencement of unlawful detainer
proceedings the person in charge of or apparently in charge of occupying the
Premises at the time, and, if there is no such person, then such service may be
made by attaching the same on the main entrance of the Premises.

C. Required Notices. Tenant shall immediately notify Landlord in writing of any
notice of a violation or a potential or alleged violation of any Regulation that
relates to the Premises or the Project, or of any inquiry, investigation,
enforcement or other action that is instituted or threatened by any governmental
or regulatory agency against Tenant or any other occupant of the Premises, or
any claim that is instituted or threatened by any third party that relates to
the Premises or the Project.

                               33. ATTORNEYS' FEES

If Landlord places the enforcement of this Lease, or any part thereof, or the
collection of any Rent due, or to become due hereunder, or recovery of
possession of the Premises in the hands of an attorney, Tenant shall pay to
Landlord, upon demand, Landlord's reasonable attorneys' fees and court costs,
whether incurred without trial, at trial, appeal or review. In any action which
Landlord or Tenant brings to enforce its respective rights hereunder, the
unsuccessful party shall pay all costs incurred by the prevailing party
including reasonable attorneys' fees, to be fixed by the court, and said costs
and attorneys' fees shall be a part of the judgment in said action.

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                           34. SUCCESSORS AND ASSIGNS

This Lease shall be binding upon and inure to the benefit of Landlord, its
successors and assigns, and shall be binding upon and inure to the benefit of
Tenant, its successors, and to the extent assignment is approved by Landlord as
provided hereunder, Tenant's assigns.

                                35. FORCE MAJEURE

If performance by a party of any portion of this Lease is made impossible by any
prevention, delay, or stoppage caused by strikes, lockouts, labor disputes, acts
of God, inability to obtain services, labor, or materials or reasonable
substitutes for those items, government actions, civil commotions, fire or other
casualty, or other causes beyond the reasonable control of the party obligated
to perform, performance by that party for a period equal to the period of that
prevention, delay, or stoppage is excused. Tenant's obligation to pay Rent,
however, is not excused by this Paragraph 35.

                            36. SURRENDER OF PREMISES

Tenant shall, upon expiration or sooner termination of this Lease, surrender the
Premises to Landlord in the same condition as existed on the date Tenant
originally took possession thereof, including, but not limited to, all interior
walls cleaned, all holes in walls repaired, and all floors cleaned, and free of
any Tenant-introduced marking or painting, all to the reasonable satisfaction of
Landlord. Tenant shall remove all of its debris from the Project. At or before
the time of surrender, Tenant shall comply with the terms of Paragraph 12.A
hereof with respect to Alterations to the Premises and all other matters
addressed in such Paragraph. If the Premises are not so surrendered at the
expiration or sooner termination of this Lease, the provisions of Paragraph 25
hereof shall apply. All keys to the Premises or any part thereof shall be
surrendered to Landlord upon expiration or sooner termination of the Term.
Tenant shall give written notice to Landlord at least thirty (30) days prior to
vacating the Premises and shall meet with Landlord for a joint inspection of the
Premises at the time of vacating, but nothing contained herein shall be
construed as an extension of the Term or as a consent by Landlord to any holding
over by Tenant. In the event of Tenant's failure to give such notice or
participate in such joint inspection, Landlord's inspection at or after Tenant's
vacating the Premises shall conclusively be deemed correct for purposes of
determining Tenant's responsibility for repairs and restoration. Any delay
caused by Tenant's failure to carry out its obligations under this Paragraph 36
beyond the term hereof, shall constitute unlawful and illegal possession of
Premises under Paragraph 25 hereof.

                                   37. PARKING

     So long as Tenant is occupying the Premises, Tenant and Tenant's Parties
shall have the right to use up to the number of parking spaces, if any,
specified in the Basic Lease Information on an unreserved, nonexclusive, first
come, first served basis, for passenger-size automobiles, in the parking areas
in the Project designated from time to time by Landlord for use in common by
tenants of the Building. The parking rights granted under this Paragraph 37 are
personal to Tenant and are not transferable except upon the express written
consent of Landlord.

     Tenant may request additional parking spaces from time to time and if
Landlord in its sole discretion agrees to make such additional spaces available
for use by Tenant, such spaces shall be provided on a month-to-month unreserved
and nonexclusive basis (unless otherwise agreed in writing by Landlord), and
subject to such parking charges as Landlord shall determine, and shall otherwise
be subject to such terms and conditions as Landlord may require.

     Tenant shall at all times comply and shall cause all Tenant's Parties and
visitors to comply with all Regulations and any rules and regulations
established from time to time by Landlord relating to parking at the Project,
including any keycard, sticker or other identification or entrance system, and
hours of operation, as applicable.

      Landlord shall have no liability for any damage to property or other items
located in the parking areas of the Project, nor for any personal injuries or
death arising out of the use of parking areas in the Project by Tenant or any
Tenant's Parties. Without limiting the foregoing, if Landlord arranges for the
parking areas to be operated by an independent contractor not affiliated with
Landlord, Tenant acknowledges that Landlord shall have no liability for claims
arising through acts or omissions of such independent contractor. In all events,
Tenant agrees to look first to its insurance carrier and to require that
Tenant's Parties look first to their respective insurance carriers for payment
of any losses sustained in connection with any use of the parking areas.

     Landlord reserves the right to assign specific spaces, and to reserve
spaces for visitors, small cars, disabled persons or for other tenants or
guests, and Tenant shall not park and shall not allow Tenant's Parties to park
in any such assigned or reserved spaces. Tenant may validate visitor parking by
such method as Landlord may approve, at the validation rate from time to time
generally applicable to visitor parking. Landlord also reserves the right to
alter, modify, relocate or close all or any portion of the parking areas in
order to make repairs or perform maintenance service, or to restripe or renovate
the parking areas, or if required by casualty, condemnation, act of God,
Regulations or for any other reason deemed reasonable by Landlord.

     Tenant shall pay to Landlord (or Landlord's parking contractor, if so
directed in writing by Landlord), as Additional Rent hereunder, the monthly
charges established from time to time by Landlord for parking in such parking
areas (which shall initially be the charge specified in the Basic Lease
Information, as applicable). Such parking charges shall be payable in advance
with Tenant's payment of Basic Rent. No deductions from the monthly parking
charge shall be made for days on which the Tenant does not use any of the
parking spaces entitled to be used by Tenant.

                                38. MISCELLANEOUS

A. General. The term "Tenant" or any pronoun used in place thereof shall
indicate and include the masculine or feminine, the singular or plural number,
individuals, firms or corporations, and their respective successors, executors,
administrators and permitted assigns, according to the context hereof.

B. Time. Time is of the essence regarding this Lease and all of its provisions.

C. Choice of Law. This Lease shall in all respects be governed by the laws of
the State of California.

D. Entire Agreement. This Lease, together with its Exhibits, addenda and
attachments and the Basic Lease Information, contains all the agreements of the
parties hereto and supersedes any previous negotiations. There have been no
representations made by the Landlord or understandings made between the parties
other than those set forth in this Lease and its Exhibits, addenda and
attachments and the Basic Lease Information.

E. Modification. This Lease may not be modified except by a written instrument
signed by the parties hereto. Tenant accepts the area of the Premises as
specified in the Basic Lease Information as the approximate area of the Premises
for all purposes under this Lease, and acknowledges and agrees that no other
definition of the area (rentable, usable or otherwise) of the Premises shall
apply. Tenant shall in no event be entitled to a recalculation of the square
footage of the Premises, rentable, usable or otherwise, and no recalculation, if
made,

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irrespective of its purpose, shall reduce Tenant's obligations under this Lease
in any manner, including without limitation the amount of Base Rent payable by
Tenant or Tenant's Proportionate Share of the Building and of the Project.

F. Severability. If, for any reason whatsoever, any of the provisions hereof
shall be unenforceable or ineffective, all of the other provisions shall be and
remain in full force and effect.

G. Recordation. Tenant shall not record this Lease or a short form memorandum
hereof.

H. Examination of Lease. Submission of this Lease to Tenant does not constitute
an option or offer to lease and this Lease is not effective otherwise until
execution and delivery by both Landlord and Tenant.

I. Accord and Satisfaction. No payment by Tenant of a lesser amount than the
total Rent due nor any endorsement on any check or letter accompanying any check
or payment of Rent shall be deemed an accord and satisfaction of full payment of
Rent, and Landlord may accept such payment without prejudice to Landlord's right
to recover the balance of such Rent or to pursue other remedies. All offers by
or on behalf of Tenant of accord and satisfaction are hereby rejected in
advance.

J. Easements. Landlord may grant easements on the Project and dedicate for
public use portions of the Project without Tenant's consent; provided that no
such grant or dedication shall materially interfere with Tenant's Permitted Use
of the Premises. Upon Landlord's request, Tenant shall execute, acknowledge and
deliver to Landlord documents, instruments, maps and plats necessary to
effectuate Tenant's covenants hereunder.

K. Drafting and Determination Presumption. The parties acknowledge that this
Lease has been agreed to by both the parties, that both Landlord and Tenant have
consulted with attorneys with respect to the terms of this Lease and that no
presumption shall be created against Landlord because Landlord drafted this
Lease. Except as otherwise specifically set forth in this Lease, with respect to
any consent, determination or estimation of Landlord required or allowed in this
Lease or requested of Landlord, Landlord's consent, determination or estimation
shall be given or made solely by Landlord in Landlord's good faith opinion,
whether or not objectively reasonable. If Landlord fails to respond to any
request for its consent within the time period, if any, specified in this Lease,
Landlord shall be deemed to have disapproved such request.

L. Exhibits. The Basic Lease Information, and the Exhibits, addenda and
attachments attached hereto are hereby incorporated herein by this reference and
made a part of this Lease as though fully set forth herein.

M. No Light, Air or View Easement. Any diminution or shutting off of light, air
or view by any structure which may be erected on lands adjacent to or in the
vicinity of the Building shall in no way affect this Lease or impose any
liability on Landlord.

N. No Third Party Benefit. This Lease is a contract between Landlord and Tenant
and nothing herein is intended to create any third party benefit.

O. Quiet Enjoyment. Upon payment by Tenant of the Rent, and upon the observance
and performance of all of the other covenants, terms and conditions on Tenant's
part to be observed and performed, Tenant shall peaceably and quietly hold and
enjoy the Premises for the term hereby demised without hindrance or interruption
by Landlord or any other person or persons lawfully or equitably claiming by,
through or under Landlord, subject, nevertheless, to all of the other terms and
conditions of this Lease. Landlord shall not be liable for any hindrance,
interruption, interference or disturbance by other tenants or third persons, nor
shall Tenant be released from any obligations under this Lease because of such
hindrance, interruption, interference or disturbance.

P. Counterparts. This Lease may be executed in any number of counterparts, each
of which shall be deemed an original.

Q. Multiple Parties. If more than one person or entity is named herein as
Tenant, such multiple parties shall have joint and several responsibility to
comply with the terms of this Lease.

R. Prorations. Any Rent or other amounts payable to Landlord by Tenant hereunder
for any fractional month shall be prorated based on a month of 30 days. As used
herein, the term "fiscal year" shall mean the calendar year or such other fiscal
year as Landlord may deem appropriate.

                            39. ADDITIONAL PROVISIONS

A.   Signage Rights

Tenant shall be entitled to Building Corner Monument Signage located at the
corner of Von Karman Avenue and Martin Street and any additional signage located
at the entrance to the parking structure that has been previously granted to
Primal by Landlord under separate agreement based on the following conditions:

..    Tenant is not in default beyond any applicable cure periods
..    Tenant directly leases and occupies in excess of 13,000 square feet
..    Tenant shall be responsible for all costs associated with the installation,
     maintenance and removal of the sign

          The location, name, style, color, size, material and method of
attachment of such sign shall be subject to the prior written approval of
Landlord and must, in addition, comply with all applicable requirements of all
governmental authorities and private associations having jurisdictions. Tenant
shall be solely responsible, both as to performance and payment therefore, to
purchase, install, maintain and repair all of said signage. Upon expiration or
earlier termination of this Lease, Tenant shall remove such signs and repair all
damage to the building or property of Landlord occasioned thereby. In the event
Tenant fails to do so within thirty (30) days after the expiration or earlier
termination of this Lease, Landlord may remove such signs and effect such
repairs, and the cost thereof shall be additional rent by Tenant pursuant to
this Lease payable by Tenant to Landlord upon demand.

          All of the signage rights shall be personal to the original Tenant,
Primal Solutions, and may not be assigned or sublet to any other party without
Landlord's prior consent (which may be withheld in Landlord's sole and absolute
discretion).

          Tenant agrees to furthermore comply with all the terms and conditions
set forth by Landlord on Exhibit D attached hereto with respect to the foregoing
signage.

                                       18

<PAGE>

                              40. JURY TRIAL WAIVER

EACH PARTY HERETO (WHICH INCLUDES ANY ASSIGNEE, SUCCESSOR HEIR OR PERSONAL
REPRESENTATIVE OF A PARTY) SHALL NOT SEEK A JURY TRIAL, HEREBY WAIVES TRIAL BY
JURY, AND HEREBY FURTHER WAIVES ANY OBJECTION TO VENUE IN THE COUNTY IN WHICH
THE BUILDING IS LOCATED, AND AGREES AND CONSENTS TO PERSONAL JURISDICTION OF THE
COURTS OF THE STATE IN WHICH THE PROPERTY IS LOCATED, IN ANY ACTION OR
PROCEEDING OR COUNTERCLAIM BROUGHT BY ANY PARTY HERETO AGAINST THE OTHER ON ANY
MATTER WHATSOEVER ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS LEASE, THE
RELATIONSHIP OF LANDLORD AND TENANT, TENANT'S USE OR OCCUPANCY OF THE PREMISES,
OR ANY CLAIM OF INJURY OR DAMAGE, OR THE ENFORCEMENT OF ANY REMEDY UNDER ANY
STATUTE, EMERGENCY OR OTHERWISE, WHETHER ANY OF THE FOREGOING IS BASED ON THIS
LEASE OR ON TORT LAW. EACH PARTY REPRESENTS THAT IT HAS HAD THE OPPORTUNITY TO
CONSULT WITH LEGAL COUNSEL CONCERNING THE EFFECT OF THIS PARAGRAPH 40. THE
PROVISIONS OF THIS PARAGRAPH 40 SHALL SURVIVE THE EXPIRATION OR EARLIER
TERMINATION OF THIS LEASE.

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


                                    LANDLORD

                                    Spieker Properties, L.P.,
                                    a California limited partnership

                                    By: Spieker Properties, Inc.,
                                        a Maryland corporation,
                                        its general partner


                                        By:
                                            ------------------------------------
                                            James R. Wood, Jr.
                                            Its:  Vice President


                                    Date:
                                            ------------------------------------

                                    TENANT

                                    Primal Solutions, Inc.,
                                    a Delaware corporation


                                    By:
                                        ----------------------------------------
                                        William Salway
                                        Its:  Chief Executive Officer


                                    Date:
                                            ------------------------------------

                                       19

<PAGE>

                                    EXHIBIT A
                              Rules and Regulations

1.   Driveways, sidewalks, halls, passages, exits, entrances, elevators,
     escalators and stairways shall not be obstructed by tenants or used by
     tenants for any purpose other than for ingress to and egress from their
     respective premises. The driveways, sidewalks, halls, passages, exits,
     entrances, elevators and stairways are not for the use of the general
     public and Landlord shall in all cases retain the right to control and
     prevent access thereto by all persons whose presence, in the judgment of
     Landlord, shall be prejudicial to the safety, character, reputation and
     interests of the Building, the Project and its tenants, provided that
     nothing herein contained shall be construed to prevent such access to
     persons with whom any tenant normally deals in the ordinary course of such
     tenant's business unless such persons are engaged in illegal activities. No
     tenant, and no employees or invitees of any tenant, shall go upon the roof
     of any Building, except as authorized by Landlord. No tenant, and no
     employees or invitees of any tenant shall move any common area furniture
     without Landlord's consent.

2.   No sign, placard, banner, picture, name, advertisement or notice, visible
     from the exterior of the Premises or the Building or the common areas of
     the Building shall be inscribed, painted, affixed, installed or otherwise
     displayed by Tenant either on its Premises or any part of the Building or
     Project without the prior written consent of Landlord in Landlord's sole
     and absolute discretion. Landlord shall have the right to remove any such
     sign, placard, banner, picture, name, advertisement, or notice without
     notice to and at the expense of Tenant, which were installed or displayed
     in violation of this rule. If Landlord shall have given such consent to
     Tenant at any time, whether before or after the execution of Tenant's
     Lease, such consent shall in no way operate as a waiver or release of any
     of the provisions hereof or of the Lease, and shall be deemed to relate
     only to the particular sign, placard, banner, picture, name, advertisement
     or notice so consented to by Landlord and shall not be construed as
     dispensing with the necessity of obtaining the specific written consent of
     Landlord with respect to any other such sign, placard, banner, picture,
     name, advertisement or notice.

All approved signs or lettering on doors and walls shall be printed, painted,
affixed or inscribed at the expense of Tenant by a person or vendor approved by
Landlord and shall be removed by Tenant at the time of vacancy at Tenant's
expense.

3.   The directory of the Building or Project will be provided exclusively for
     the display of the name and location of tenants only and Landlord reserves
     the right to charge for the use thereof and to exclude any other names
     therefrom.

4.   No curtains, draperies, blinds, shutters, shades, screens or other
     coverings, awnings, hangings or decorations shall be attached to, hung or
     placed in, or used in connection with, any window or door on the Premises
     without the prior written consent of Landlord. In any event with the prior
     written consent of Landlord, all such items shall be installed inboard of
     Landlord's standard window covering and shall in no way be visible from the
     exterior of the Building. All electrical ceiling fixtures hung in offices
     or spaces along the perimeter of the Building must be fluorescent or of a
     quality, type, design, and bulb color approved by Landlord. No articles
     shall be placed or kept on the window sills so as to be visible from the
     exterior of the Building. No articles shall be placed against glass
     partitions or doors which Landlord considers unsightly from outside
     Tenant's Premises.

5.   Landlord reserves the right to exclude from the Building and the Project,
     between the hours of 6 p.m. and 8 a.m. and at all hours on Saturdays,
     Sundays and legal holidays, all persons who are not tenants or their
     accompanied guests in the Building. Each tenant shall be responsible for
     all persons for whom it allows to enter the Building or the Project and
     shall be liable to Landlord for all acts of such persons.

Landlord and its agents shall not be liable for damages for any error concerning
the admission to, or exclusion from, the Building or the Project of any person.

During the continuance of any invasion, mob, riot, public excitement or other
circumstance rendering such action advisable in Landlord's opinion, Landlord
reserves the right (but shall not be obligated) to prevent access to the
Building and the Project during the continuance of that event by any means it
considers appropriate for the safety of tenants and protection of the Building,
property in the Building and the Project.

6.   All cleaning and janitorial services for the Building and the Premises
     shall be provided exclusively through Landlord. Except with the written
     consent of Landlord, no person or persons other than those approved by
     Landlord shall be permitted to enter the Building for the purpose of
     cleaning the same. Tenant shall not cause any unnecessary labor by reason
     of Tenant's carelessness or indifference in the preservation of good order
     and cleanliness of its Premises. Landlord shall in no way be responsible to
     Tenant for any loss of property on the Premises, however occurring, or for
     any damage done to Tenant's property by the janitor or any other employee
     or any other person.

7.   Tenant shall see that all doors of its Premises are closed and securely
     locked and must observe strict care and caution that all water faucets or
     water apparatus, coffee pots or other heat-generating devices are entirely
     shut off before Tenant or its employees leave the Premises, and that all
     utilities shall likewise be carefully shut off, so as to prevent waste or
     damage. Tenant shall be responsible for any damage or injuries sustained by
     other tenants or occupants of the Building or Project or by Landlord for
     noncompliance with this rule. On multiple-tenancy floors, all tenants shall
     keep the door or doors to the Building corridors closed at all times except
     for ingress and egress.

8.   Tenant shall not use any method of heating or air-conditioning other than
     that supplied by Landlord. As more specifically provided in Tenant's lease
     of the Premises, Tenant shall not waste electricity, water or
     air-conditioning and agrees to cooperate fully with Landlord to assure the
     most effective operation of the Building's heating and air-conditioning,
     and shall refrain from attempting to adjust any controls other than room
     thermostats installed for Tenant's use.

9.   Landlord will furnish Tenant free of charge with two keys to each door in
     the Premises. Landlord may make a reasonable charge for any additional
     keys, and Tenant shall not make or have made additional keys. Tenant shall
     not alter any lock or access device or install a new or additional lock or
     access device or bolt on any door of its Premises, without the prior
     written consent of Landlord. If Landlord shall give its consent, Tenant
     shall in each case furnish Landlord with a key for any such lock. Tenant,
     upon the termination of its tenancy, shall deliver to Landlord the keys for
     all doors which have been furnished to Tenant, and in the event of loss of
     any keys so furnished, shall pay Landlord therefor.

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

11.  Tenant shall not use or keep in or on the Premises, the Building or the
     Project any kerosene, gasoline, or inflammable or combustible fluid or
     material.

12.  Tenant shall not use, keep or permit to be used or kept in its Premises any
     foul or noxious gas or substance. Tenant shall not allow the Premises to be
     occupied or used in a manner offensive or objectionable to Landlord or
     other occupants of the Building by reason of noise,

                                       20

<PAGE>

     odors and/or vibrations or interfere in any way with other tenants or those
     having business therein, nor shall any animals or birds be brought or kept
     in or about the Premises, the Building, or the Project.

13.  No cooking shall be done or permitted by any tenant on the Premises, except
     that use by the tenant of Underwriters' Laboratory (UL) approved equipment,
     refrigerators and microwave ovens may be used in the Premises for the
     preparation of coffee, tea, hot chocolate and similar beverages, storing
     and heating food for tenants and their employees shall be permitted. All
     uses must be in accordance with all applicable federal, state and city
     laws, codes, ordinances, rules and regulations and the Lease.

14.  Except with the prior written consent of Landlord, Tenant shall not sell,
     or permit the sale, at retail, of newspapers, magazines, periodicals,
     theater tickets or any other goods or merchandise in or on the Premises,
     nor shall Tenant carry on, or permit or allow any employee or other person
     to carry on, the business of stenography, typewriting or any similar
     business in or from the Premises for the service or accommodation of
     occupants of any other portion of the Building, nor shall the Premises be
     used for the storage of merchandise or for manufacturing of any kind, or
     the business of a public barber shop, beauty parlor, nor shall the Premises
     be used for any illegal, improper, immoral or objectionable purpose, or any
     business or activity other than that specifically provided for in such
     Tenant's Lease. Tenant shall not accept hairstyling, barbering, shoeshine,
     nail, massage or similar services in the Premises or common areas except as
     authorized by Landlord.

15.  If Tenant requires telegraphic, telephonic, telecommunications, data
     processing, burglar alarm or similar services, it shall first obtain, and
     comply with, Landlord's instructions in their installation. The cost of
     purchasing, installation and maintenance of such services shall be borne
     solely by Tenant.

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

17.  Tenant shall not install any radio or television antenna, satellite dish,
     loudspeaker or any other device on the exterior walls or the roof of the
     Building, without Landlord's consent. Tenant shall not interfere with radio
     or television broadcasting or reception from or in the Building, the
     Project or elsewhere.

18.  Tenant shall not mark, or drive nails, screws or drill into the partitions,
     woodwork or drywall or in any way deface the Premises or any part thereof
     without Landlord's consent. Tenant may install nails and screws in areas of
     the Premises that have been identified for those purposes to Landlord by
     Tenant at the time those walls or partitions were installed in the
     Premises. Tenant shall not lay linoleum, tile, carpet or any other floor
     covering so that the same shall be affixed to the floor of its Premises in
     any manner except as approved in writing by Landlord. The expense of
     repairing any damage resulting from a violation of this rule or the removal
     of any floor covering shall be borne by the tenant by whom, or by whose
     contractors, employees or invitees, the damage shall have been caused.

19.  No furniture, freight, equipment, materials, supplies, packages,
     merchandise or other property will be received in the Building or carried
     up or down the elevators except between such hours and in such elevators as
     shall be designated by Landlord.

     Tenant shall not place a load upon any floor of its Premises which exceeds
     the load per square foot which such floor was designed to carry or which is
     allowed by law. Landlord shall have the right to prescribe the weight, size
     and position of all safes, furniture or other heavy equipment brought into
     the Building. Safes or other heavy objects shall, if considered necessary
     by Landlord, stand on wood strips of such thickness as determined by
     Landlord to be necessary to properly distribute the weight thereof.
     Landlord will not be responsible for loss of or damage to any such safe,
     equipment or property from any cause, and all damage done to the Building
     by moving or maintaining any such safe, equipment or other property shall
     be repaired at the expense of Tenant.

     Business machines and mechanical equipment belonging to Tenant which cause
     noise or vibration that may be transmitted to the structure of the Building
     or to any space therein to such a degree as to be objectionable to Landlord
     or to any tenants in the Building shall be placed and maintained by Tenant,
     at Tenant's expense, on vibration eliminators or other devices sufficient
     to eliminate noise or vibration. The persons employed to move such
     equipment in or out of the Building must be acceptable to Landlord.

20.  Tenant may install, maintain and operate upon the Premises vending machines
     in the employee break area(s) so long as such vending machines are intended
     solely for the use of Tenant and Tenant's Parties.

21.  There shall not be used in any space, or in the public areas of the Project
     either by Tenant or others, any hand trucks except those equipped with
     rubber tires and side guards or such other material handling equipment as
     Landlord may approve. Tenants using hand trucks shall be required to use
     the freight elevator, or such elevator as Landlord shall designate. No
     other vehicles of any kind shall be brought by Tenant into or kept in or
     about its Premises.

22.  Each tenant shall store all its trash and garbage within the interior of
     the Premises. Tenant shall not place in the trash boxes or receptacles any
     personal trash or any material that may not or cannot be disposed of in the
     ordinary and customary manner of removing and disposing of trash and
     garbage in the city, without violation of any law or ordinance governing
     such disposal. All trash, garbage and refuse disposal shall be made only
     through entry-ways and elevators provided for such purposes and at such
     times as Landlord shall designate. If the Building has implemented a
     building-wide recycling program for tenants, Tenant shall use good faith
     efforts to participate in said program.

23.  Canvassing, soliciting, distribution of handbills or any other written
     material and peddling in the Building and the Project are prohibited and
     each tenant shall cooperate to prevent the same. No tenant shall make
     room-to-room solicitation of business from other tenants in the Building or
     the Project, without the written consent of Landlord.

24.  Landlord shall have the right, exercisable without notice and without
     liability to any tenant, to change the name and address of the Building and
     the Project.

25.  Landlord reserves the right to exclude or expel from the Project any person
     who, in Landlord's judgment, is under the influence of alcohol or drugs or
     who commits any act in violation of any of these Rules and Regulations.

26.  Without the prior written consent of Landlord, Tenant shall not use the
     name of the Building or the Project or any photograph or other likeness of
     the Building or the Project in connection with, or in promoting or
     advertising, Tenant's business except that Tenant may include the
     Building's or Project's name in Tenant's address.

27.  Tenant shall comply with all safety, fire protection and evacuation
     procedures and regulations established by Landlord or any governmental
     agency.

28.  Tenant assumes any and all responsibility for protecting its Premises from
     theft, robbery and pilferage, which includes keeping doors locked and other
     means of entry to the Premises closed.

                                       21

<PAGE>

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

30.  Landlord reserves the right to designate the use of the parking spaces on
     the Project. Tenant or Tenant's guests shall park between designated
     parking lines only, and shall not occupy two parking spaces with one car.
     Parking spaces shall be for passenger vehicles only; no boats, trucks,
     trailers, recreational vehicles or other types of vehicles may be parked in
     the parking areas (except that trucks may be loaded and unloaded in
     designated loading areas). Vehicles in violation of the above shall be
     subject to tow-away, at vehicle owner's expense. Vehicles parked on the
     Project over forty eight (48) hours without prior written consent of the
     Landlord shall be deemed abandoned and shall be subject to tow-away at
     vehicle owner's expense. No tenant of the Building shall park in visitor or
     reserved parking areas. Any tenant found parking in such designated visitor
     or reserved parking areas or unauthorized areas shall be subject to
     tow-away at vehicle owner's expense. The parking areas shall not be used to
     provide car wash, oil changes, detailing, automotive repair or other
     services unless otherwise approved or furnished by Landlord. Tenant will
     from time to time, upon the request of Landlord, supply Landlord with a
     list of license plate numbers of vehicles owned or operated by its
     employees or agents.

31.  No smoking of any kind shall be permitted anywhere within the Building,
     including, without limitation, the Premises and those areas immediately
     adjacent to the entrances and exits to the Building, or any other area as
     Landlord elects. Smoking in the Project is only permitted in smoking areas
     identified by Landlord, which may be relocated from time to time.

32.  If the Building furnishes common area conferences rooms for tenant usage,
     Landlord shall have the right to control each tenant's usage of the
     conference rooms, including limiting tenant usage so that the rooms are
     equally available to all tenants in the Building. Any common area amenities
     or facilities shall be provided from time to time at Landlord's discretion.

33.  Tenant shall not swap or exchange building keys or cardkeys with other
     employees or tenants in the Building or the Project.

34.  Tenant shall be responsible for the observance of all of the foregoing
     Rules and Regulations by Tenant's employees, agents, clients, customers,
     invitees and guests.

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

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

37.  Landlord reserves the right to make such other and reasonable rules and
     regulations as in its judgment may from time to time be needed for safety
     and security, for care and cleanliness of the Building and the Project and
     for the preservation of good order therein. Tenant agrees to abide by all
     such Rules and Regulations herein stated and any additional rules and
     regulations which are adopted.

                                       22

<PAGE>

                                    EXHIBIT B

                                    SITE PLAN

                                   FLOOR PLAN

                                       B-1

<PAGE>

                                    EXHIBIT B

                                    SITE PLAN

                                   FLOOR PLAN

                                       B-2

<PAGE>

                                    EXHIBIT C

                           LEASE IMPROVEMENT AGREEMENT
                           ---------------------------

          This Lease Improvement Agreement ("Improvement Agreement") sets forth
the terms and conditions relating to construction of the initial tenant
improvements described in the Plans to be prepared and approved as provided
below (the "Tenant Improvements") in the Premises. Capitalized terms used but
not otherwise defined herein shall have the meanings set forth in the Lease (the
"Lease") to which this Improvement Agreement is attached and forms a part.

1.   Base Building Work. Not Applicable.
     ------------------

2.   Plans and Specifications.
     ------------------------

       2.1. Tenant shall retain the services of the space planner/architect
  of it's choice and approved by Landlord (the "Space Planner") to prepare a
  detailed space plan (the "Space Plan")-mutually satisfactory to Landlord
  and Tenant for the construction of the Tenant Improvements in the Premises.
  Tenant shall approve or disapprove the Space Plan and any proposed
  revisions thereto in writing within three (3) business days after receipt
  thereof, which approval shall not be unreasonably withheld.

       2.2. Based on the approved Space Plan, Tenant shall cause the Space
  Planner to prepare detailed plans, specifications and working drawings for
  the construction of the Tenant Improvements (the "Plans"). Landlord and
  Tenant shall diligently pursue the preparation of the Plans. Tenant shall
  approve or disapprove the Plans and any proposed revisions thereto,
  including the estimated cost of the Tenant Improvements, in writing within
  three (3) business days after receipt thereof. If Tenant fails to approve
  or disapprove the Space Plan or Plans or any revisions thereto within the
  time limits specified herein, Tenant shall be deemed to have approved the
  same.

       2.3. Notwithstanding Landlord's preparation, review and approval of
  the Space Plan and the Plans and any revisions thereto, Landlord shall have
  no responsibility or liability whatsoever for any errors or omissions
  contained in the Space Plan or Plans, or to verify dimensions or
  conditions, or for the quality, design or compliance with applicable
  Regulation of any improvements described therein or constructed in
  accordance therewith. Landlord hereby assigns to Tenant all warranties and
  guarantees by the Space Planner or the contractor who constructs the Tenant
  Improvements relating to the Tenant Improvements, and Tenant hereby waives
  all claims against Landlord relating to, or arising out of the design or
  construction of, the Tenant Improvements.

3.   Specifications for Standard Tenant Improvements.
     -----------------------------------------------

       3.1. Specifications and quantities of standard building components
  which will comprise and be used in the construction of the Tenant
  Improvements ("Standards") are set forth in Schedule 2 to this Exhibit C.
  As used herein, "Standards" or "Building Standards" shall mean the
  standards for a particular item selected from time to time by Landlord for
  the Building, including those set forth on Schedule 2 of this Exhibit C, or
  such other standards of equal or better quality as may be mutually agreed
  between Landlord and Tenant in writing.

       3.2. No deviations from the Standards are permitted without Landlord
  prior written consent.

4.   Tenant Improvement Cost.
     -----------------------

       4.1. The cost of the Tenant Improvements beyond the Tenant Improvement
  Allowance shall be paid for by Tenant, including, without limitation, the
  cost of: Standards; space plans and studies; architectural and engineering
  fees; permits, approvals and other governmental fees; labor, material,
  equipment and supplies; construction fees and other amounts payable to
  contractors or subcontractors; taxes; off-site improvements; remediation
  and preparation of the Premises for construction of the Tenant
  Improvements; taxes; filing and recording fees; premiums for insurance and
  bonds; attorneys' fees; financing costs; and all other costs expended or to
  be expended in the construction of the Tenant Improvements, including those
  costs incurred for construction of elements of the Tenant Improvements in
  the Premises, which construction was performed by Landlord prior to the
  execution of the Lease or for materials comprising the Tenant Improvements
  which were purchased by Landlord prior to the execution of the Lease; and
  an administration fee of five percent (5%) of the total cost of the Tenant
  Improvements.

       4.2. Provided Tenant is not in default under the Lease, including this
  Improvement Agreement, Landlord shall contribute a one-time tenant
  improvement allowance not to exceed $7.50 per square foot of premises
  ("Tenant Improvement Allowance") to be credited by Landlord toward the cost
  of the initial Tenant Improvements, such Landlord approved Tenant
  Improvements must be completed during the 2001 calendar year. If the cost
  of the Tenant Improvements exceeds the Tenant Improvement Allowance, Tenant
  shall pay Landlord such excess cost within three (3) business days after
  Landlord's notice to Tenant of such excess cost. No credit shall be given
  to Tenant if the cost of the Tenant Improvements is less than the Tenant
  Improvement Allowance.

       4.3. If the cost of the Tenant Improvements increases beyond the
  Tenant Improvement Allowance after the Tenant's approval of the Plans due
  to the requirements of any governmental agency or applicable Regulation or
  any other reason, Tenant shall pay Landlord the amount of such increase
  within three (3) business days after notice from Landlord of such increase.

       4.4. If Tenant requests any change(s) in the Plans after approval of
  the estimate of the cost of the Tenant Improvements and any such requested
  changes are approved by Landlord in writing in Landlord's sole discretion,
  Landlord shall advise Tenant promptly of any cost increases and/or delays
  such approved change(s) will cause in the construction of the Tenant
  Improvements. Tenant shall approve or disapprove any or all such change(s)
  within three (3) business days after notice from Landlord of such cost
  increases and/or delays. To the extent Tenant disapproves any such cost
  increase and/or delay attributable thereto, Landlord shall have the right,
  in its sole discretion, to disapprove Tenant's request for any changes to
  the approved Plans. If the cost of the Tenant Improvements above the Tenant
  Improvement Allowance increases due to any changes in the Plan(s) requested
  by Tenant, Tenant shall pay Landlord the amount of such increase within
  three (3) business days after notice from Landlord of such increase and
  Tenant's approval thereof in accordance with this Paragraph 4.4.

5.   Construction of Tenant Improvements.
     -----------------------------------

       5.1. Upon Tenant's approval of the Plans including the estimate of the
  cost of the Tenant Improvements and Landlord's receipt of payment of any
  such estimated cost exceeding the amount of the Tenant Improvement
  Allowance, Landlord shall cause its contractor to proceed to secure a
  building permit and commence construction of the Tenant Improvements
  provided that Tenant shall cooperate with Landlord in executing permit
  applications and performing other actions reasonably necessary to enable
  Landlord to obtain any required permits or certificates of occupancy; and
  provided further that the Building has in Landlord's discretion reached the
  stage of construction where it is appropriate to commence construction of
  the Tenant Improvements in the Premises.

                                       25

<PAGE>

       5.2. Without limiting the provisions of Paragraph 35 of the Lease,
  Landlord shall not be liable for any direct or indirect damages suffered by
  Tenant as a result of delays in construction beyond Landlord's reasonable
  control, including, but not limited to, delays due to strikes or
  unavailability of materials or labor, or delays caused by Tenant (including
  delays by the Space Planner, the contractor or anyone else performing
  services on behalf of Landlord or Tenant).

       5.3. If any work is to be performed on the Premises by Tenant or
  Tenant's contractor or agents:

          (a) Such work shall proceed upon Landlord's written approval of
Tenant's contractor, public liability and property damage insurance carried by
Tenant's contractor, and detailed plans and specifications for such work, shall
be at Tenant's sole cost and expense and shall further be subject to the
provisions of Paragraphs 12 and 27 of the Lease.

          (b) All work shall be done in conformity with a valid building permit
when required, a copy of which shall be furnished to Landlord before such work
is commenced, and in any case, all such work shall be performed in accordance
with all applicable Regulations. Notwithstanding any failure by Landlord to
object to any such work, Landlord shall have no responsibility for Tenant's
failure to comply with all applicable Regulations.

          (c) If required by Landlord or any lender of Landlord, all work by
Tenant or Tenant's contractor or agents shall be done with union labor in
accordance with all union labor agreements applicable to the trades being
employed.

          (d) All work by Tenant or Tenant's contractor or agents shall be
scheduled through Landlord.

          (e) Tenant or Tenant's contractor or agents shall arrange for
necessary utility, hoisting and elevator service with Landlord's contractor and
shall pay such reasonable charges for such services as may be charged by
Tenant's or Landlord's contractor.

          (f) Tenant's entry to the Premises for any purpose, including, without
limitation, inspection or performance of Tenant construction by Tenant's agents,
prior to the date Tenant's obligation to pay rent commences shall be subject to
all the terms and conditions of the Lease except the payment of Rent. Tenant's
entry shall mean entry by Tenant, its officers, contractors, licensees, agents,
servants, employees, guests, invitees, or visitors.

          (g) Tenant shall promptly reimburse Landlord upon demand for any
reasonable expense actually incurred by the Landlord by reason of faulty work
done by Tenant or its contractors or by reason of any delays caused by such
work, or by reason of inadequate clean-up.

6.   Completion and Rental Commencement Date.
     ---------------------------------------

       6.1. Tenant's obligation to pay Rent under the Lease shall commence on
  the applicable date described in Paragraph 2 of the Lease. However:

       6.2. Promptly after substantial completion of the Tenant Improvements,
  Landlord shall give notice to Tenant and Tenant shall conduct an inspection of
  the Premises with a representative of Landlord and develop with such
  representative of Landlord a punchlist of items of the Tenant Improvements
  that are not complete or that require corrections. Upon receipt of such
  punchlist, Landlord shall proceed diligently to remedy such items at
  Landlord's cost and expense provided such items are part of the Tenant
  Improvements to be constructed by Landlord hereunder and are otherwise
  consistent with Landlord's obligations under this Improvement Agreement and
  provided Tenant has fully paid Landlord for the cost of the Tenant
  Improvements exceeding the Tenant Improvement Allowance (with any dispute
  between Landlord and Tenant pertaining thereto to be resolved by the Space
  Planner or Landlord's general contractor). Substantial completion shall not be
  delayed notwithstanding delivery of any such punchlist.

       6.3. A default under this Improvement Agreement shall constitute a
  default under the Lease, and the parties shall be entitled to all rights and
  remedies under the Lease in the event of a default hereunder by the other
  party (notwithstanding that the Term thereof has not commenced).

       6.4. Without limiting the "as-is" provisions of the Lease, except for the
  Tenant Improvements, if any, to be constructed by Landlord pursuant to this
  Improvement Agreement, Tenant accepts the Premises in its "as-is" condition
  and acknowledges that it has had an opportunity to inspect the Premises prior
  to signing the Lease.

                                       26

<PAGE>

                                   SCHEDULE 1
                                  TO EXHIBIT C

                               BUILDING STANDARDS
                               ------------------

The following constitutes the Building Standard tenant improvements
("Standards") for the building located at 18881 Von Karman Avenue in Irvine,
California in the quantities specified:

I.   PARTITIONS:

Demising Partitions:

     1.1  3 5/8" - 256A gauge metal studs - 24" on center.
     1.2  5/8" drywall - one layer each side of studs. Height from floor slab to
          underside of structure above. Partition taped smooth to receive paint
          or wall covering. Seismic bracing per code.
     1.3  Batt insulation in cavity (R11)

Interior Partition:

     1.1  3 5/8" - 25 gauge metal studs - 24" on center.
     1.2  5/8" drywall - one layer each side of studs. Height from floor slab to
          ceiling grid + 8.5". Partition taped smooth to receive paint. Seismic
          bracing per code. Attach to ceiling with1/4" tee bolt as required.
     1.3  Western integrated extended aluminum top track, bronze finish.
     1.4  Sound insulation over top of wall.

II.  DOOR ASSEMBLIES:

Corridor Door Assembly - Tenant

     1.1  Door - 3'0" x 8'0", 20 minute label, stain grade mahogany faced veneer
          solid core.
     1.2  Frame - 3'0" x 8'0" Western Integrated extruded aluminum, 20 minute
          rated ICI whisper white 939 with snap-in section @ head - 1 each.
     1.3  Hardware - Schlage Rhodes L9453 F20 1/L73 trim, hinges 2 PR Hager 1279
          w/ 625 finish, lever, latch, strike, floor stop and closer, 625
          finish.

     1.4  Finish - stain and lacquer.

     Interior Door - Assembly
     ------------------------

     1.1  Door - 3'0" x 8'0" solid core stain grade mahogany faced veneer.
     1.2  Frame - 3'0" x 8'0" Western Integrated extruded aluminum with snap-in
          section at head- 1 each.
     1.3  Hardware - Schlage Rhodes L9010 F01 w/ L73 trim, hinges 2PR Hager 1279
          w/ 625 finish, level, strike, latch and floor stop, 625 finish.
     1.4  Finish - Stain and lacquer.

III. ACOUSTICAL CEILINGS:

     1.1  2' x 2' Donn Fine Line Medium Duty, ceiling grid 8'-5" A.F.F. wire
          suspension per code.
     1.2  2' x 2' Armstrong use Acoustone 708 white glacier tile pattern with
          factory Tengual edge with 5/16" shoulder flush with face of grid.
     1.3  Hanger Rods.

     2' x 4' Fluorescent Light Fixture:
     ----------------------------------

     1.1  51/4" Recessed 2'x 4' flourescent fixture 3" deep 18 cell parabolic
          louver double door. Fixture uses Sylvania lamps (3) F40 CW/RS/T12.
     1.2  Night light same as type as 1.1 except has (1) 2 lamp ballast.
     1.3  51/4" deep 2' x 2' flourescent fixture with 3" deep cell parabolic
          louver. Fixture uses Sylvania lamps (2) F40CW/RS/T12.
     1.4  Recessed 2' x 4' flourescent fixture with 3" deep 9 cell parabolic
          louver. Boxed with fire rated enclosure (1 1/2" minimum air space all
          around the fixture and above the fixture housing).
     1.5  Exit sign white finish with red letters.

     Down Lights and wall Washers for 120 volt units:
     ------------------------------------------------

     1.1  Fluorescent down light with Specular clear, or matte white reflector,
          Lightolier #1102DH1/1113. Fixture uses (2) 13 watt quad tube lamps.
     1.2  Fluorescent wall washer with white reflector, Lightolier
          #1102DH1/1185. Fixture uses (2) 13 watt quad tube lamps.

                                       27

<PAGE>

     Down Lights and wall Washers for 277 volt units:
     ------------------------------------------------

     1.1  Fluorescent down light with Specular clear, or matte white reflector,
          Lightolier #1102DH2/1113. Fixture uses (2) 13 watt quad tube lamps.
     1.2  Fluorescent wall washer with white reflector, Lightolier
          #1102DH2/1185. Fixture uses (2) 13 watt quad tube lamps.

     Data Wall Outlet:
     -----------------

     1.1  Single gang box in wall - mounted vertically.3/4" metal conduit up to
          plenum and stubbed out.
     1.2  Cable and cover plate by tenant's installer.

IV.  HVAC:

     Heating and Air Conditioning Distribution: Design and engineering of system
     -----------------------------------------
     by Landlord's licensed mechanical contractor in accordance with Title XXIV
     requirements.

     1.1. Consist of approx. 20 water source heat pumps controlled via time
          clock for each floor; Paragon EC74/50S.
     1.2. Units are Manufactured by McQuay, EnerCon, or Liebert; Ranging
          from3/4to 3 tons in size mounted horizontally in the Plenum.
     1.3. Water source heat pumps are 277v, 1, w/filters connected to the water
          loop riser piping with circuit setters, flow switches, and copper
          condensate drain lines.
     1.4. Installations consists of electrical control panel interface wiring
          and relays supporting after hours usage. Manual override timers allow
          operation of the system during off-hours.
     1.5. Perimeter and interior zones can be manually adjusted and the
          temperatures can be reset by whoever has access to these thermostats
          (Operates in conjunction with Paragon system): Honeywell #T874.
     1.6. Distribution ductwork conforms to NFPA 90A, air conditioning and
          ventilating systems. All supply diffusers (4-way) and return grilles
          are similar through out the building.
     1.7. Units installed for above standard 24 hour air conditions are water
          source heat pumps or Liebert devices.

V.   PLUMBING:

     1.1  Insta Hot - Chronomite S-90-1, 277V single phase, 9KW.
     1.2  Hot water heater - Lochinvar #EJW-020-G, 277V, single phase, 2.5KW.
     1.3  Sink - Jost #DBW-2133-A-GR, 18 gauge stainless steel, self rimming, 17
          gauge tubular brass P-trap. D. Faucet - Moen #7305, angle stope and
          supplied.

VI.  FIRE SPRINKLERS:

     A.   Fully-recessed heat with chrome finish with chrome escutcheon cover
          plate.

VII. FIRE LIFE SAFETY (PLANS PREPARED BY BUILDING ELECTRICAL ENGINEER):

     A.   Ceiling mounted recessed edge-lit illuminated exit signs Lithonia
          #F2RP-1-RW-277V (single face).
     B.   Fire sprinkler main.

     1.1  Visual Strobe - Edwards / 202 series, #7125-1388:208
     1.2  Life Safety Speaker - Wheelock / E-90-W, #7320-0785:134
     1.3  Smoke Detector - System Sensor / 2451 (TH), #7272-1209:131
     1.4  Smoke Detector Base - System Sensor / B401B, #7300-1209:128
     1.5  Smoke Detector Base - System Sensor / B406B, #7300-1209:128
     1.6  Magnetic Door Holder - Edwards / 1504-AQ, #3550-1388:100

VIII. WINDOW COVERINGS:

     A.   4" vertical blinds eggshell satin (vinyl)

IX.  FLOOR COVERING:

     A.   Carpet - Design weave - Tempest Classic 32% over 5/16 Nova pad. 32 oz.
          office, 42 oz. Common areas.
     B.   V.C.T. - Armstrong, standard Excelon, 12 x 12.

X.   RUBBER BASE:

     A.   Sectioned (non-rolled) 4" straight (over carpet) or covered over
          V.C.T. by Burke or equal.

XI.  PAINTING:

     A.   Frazee two coats flat interior latex paint.
     B.   Painting completed during non-business hours.

     Note: the above "Building Standards" are outlined for conformity purposes
     only and are not provided by Landlord. In addition, Landlord reserves the
     right to revise these "Building Standards" at any time.

                                       28

<PAGE>

                                    EXHIBIT D

                            Tenant's Exterior Signage


     1. In addition to any conditions or requirements set forth in the Lease,
Tenant shall not install the Tenant Exterior Signage or thereafter replace or
make alterations to Tenant's Exterior Signage, until: (a) Landlord has approved
in writing the sign planner, engineer and installation company and
professionally prepared sign plans submitted by Tenant showing the design, size,
content, color, illumination and quality of materials and placement of the sign
and all required engineering, and (b) Tenant has obtained and submitted to
Landlord evidence of the insurance required hereunder and any permits or
approvals required by law. The original installation work for the Building
Signage shall be performed in a manner so as to avoid damage to the Building or
unreasonable interference with the operation of the Building or any of its
occupants. Without limiting the generality of the foregoing, Landlord shall have
the right to reasonably approve all staging and other construction procedures.
All installation or other work hereunder shall be performed in a good and
workmanlike manner, in accordance with all governmental requirements, and at
Tenant's sole cost and expense. If Tenant is required to remove any glass or
other material from the Building, Tenant will obtain Landlord's prior written
consent to such removal (unless such removal is shown on the plans previously
approved by Landlord) and shall store all such material with appropriate care
and replace it when Tenant's Exterior Signage is removed. If the window washing
equipment for the Building or any other Building equipment requires modification
to accommodate installation or repair of Tenant's Exterior Signage, Tenant shall
perform such modification at its sole cost and expense, subject to Landlord's
approval of the nature and scope of such modification.

     2. Once installation of any of Tenant's Exterior Signage hereunder has
commenced, it shall be completed as soon as possible, and (subject to force
majeure delays and delays caused by Landlord) in no event later than two (2)
months thereafter.

     3. In the event Tenant elects to illuminate the Building Sign, any
illumination shall be at Tenant's sole cost and expense, based on separate
meters (to be installed at Tenant's sole cost and expense), and tenant shall pay
any meter-reading charges in connection therewith. Illumination shall be subject
to government conservation requirements or guidelines and utility service
interruption.

     4. Tenant shall maintain Tenant's Exterior Signage in good, slightly and
first-class appearance, condition and repair, and so as not to detract form the
appearance of the Project. Landlord shall have the right to approve the
maintenance personnel. If Tenant shall fail to maintain, repair, or illuminate
Tenant's Exterior Signage in the condition required hereunder within seven (7)
days after written notice by Landlord, Landlord may so repair, maintain and
illuminate Tenant's Exterior Signage, at Tenant's sole cost and expense (which
tenant shall pay to Landlord as additional rent when billed by Landlord),
without limiting Landlord's other rights and remedies.

     5. Landlord shall permit Tenant reasonable access to the Building areas for
the purposes permitted hereunder, upon reasonable advance notice (except in
cases of emergency, in which case only such notice as is feasible under the
circumstances shall be given) scheduling through Landlord's management and
security personnel. Access after normal business hours may be granted or
required by Landlord in its reasonable discretion, and for such reasonable
charges as Landlord shall impose to cover any out-of-pocket costs incurred by
Landlord in connection therewith.

     6. Landlord does not represent or warrant that installation of Tenant's
Exterior Signage hereunder will comply with any applicable federal, state,
country or local law or ordinances or the regulations of any of their agencies
or any quasi-governmental requirements or any other applicable agreements;
however, Landlord has no actual knowledge (with no duty to investigate) that
Tenant's Exterior Signage will violate any such laws, ordinances, regulations or
other agreements. Landlord shall use its best efforts (without the expenditure
of any money unless paid by Tenant in advance of the required expenditure) to
assist Tenant in obtaining such approvals. Tenant shall at all times comply with
any applicable laws, ordinances, regulations and requirements pertaining to
Tenant's Exterior Signage.

     7. Except to the extent arising out of the negligence or intentional acts
of Landlord, its agents or employees, Tenant shall defend, indemnify and hold
Landlord harmless from and against any and all loss, cost, claim, damage,
liability or expense which Landlord may incur as a direct or indirect result of
Tenant's Exterior Signage or Tenant's installation, maintenance or other
activities in connection therewith including but not limited to Tenant's use of
Landlord's scaffolding or other equipment, and including but not limited to
attorneys' fees, whether or not any legal action is instituted. This indemnity
obligation shall include Landlord's partners, officers, directors, employees,
trustees, beneficiaries, affiliated in connection therewith, including, but not
limited to Tenant's use of the roof or scaffolding or other equipment, in the
amount of at least $3,000,000 combined single limit per occurrence with a
responsible insurance company reasonably satisfactory to Landlord having a
rating of not less than A-X Best's Insurance Guide and licensed to do business
in the State of California, which policy shall include a contractual liability
endorsement and shall include Landlord and the other Indemnities (as defined
above) as additional insured. Tenant shall provide a certificate of such
insurance to Landlord prior to commencing the installation work for Tenant's
Exterior Signage, and such insurance policy shall not be cancelable without at
least fifteen (15) days written notice to Landlord. Except to the extent arising
out of the negligence or intentional acts of loss or damage thereto from any
cause whatsoever. Tenant, on behalf of its insurers, hereby waives any rights of
subrogation against Landlord (or the "Indemnities" defined above).

     8. Tenant shall have the right to continue the use of its monument sign
during the term of this Lease. Any modification to Tenant's current monument
sign shall be at Tenant's sole cost and expense and modifications must be
approved by Landlord in writing and shall be subject to all applicable
conditions and requirements of this Exhibit D.

                                       29