FY2002 10K Exhibit 10.95





                         Exhibit 10.95 




SUBLEASE AGREEMENT



BETWEEN



ALLSTATE INSURANCE COMPANY 

("SUBLANDLORD")



AND



E-LOAN, INC.

("SUBTENANT")



 

 

















SUBLEASE

 

THIS SUBLEASE
("Sublease"), entered into as of November 11, 2002 (the
"Effective Date"), is made by and between ALLSTATE INSURANCE
COMPANY ("Sublandlord"), and, E-LOAN, INC.
("Subtenant"), with reference to the following facts:

A.Pursuant to that certain Multi-
Tenant Industrial Gross Lease dated November 25, 1998, as amended by the
Amendment No. 1 to Multi-Tenant Industrial Gross Lease dated November 25, 1998
(the "Master Lease"), Glenborough Properties, L.P., successor
to Creekside South Trust  ("Landlord"), as landlord,
leased to Sublandlord, as tenant, certain space (the "Master Lease
Premises") consisting of approximately 17,315 rentable square feet on
the first floor of the Building located at 5875 Arnold Road, Dublin, CA, 94568
(the "Building"). The Master Lease provides, among other
things, that all or any portion of the Master Lease Premises may not be
subleased without the prior written consent of the Master Landlord, which
consent shall be in form satisfactory to Landlord, Sublandlord, and Subtenant
("Landlord's Consent").  A copy of the Master Lease is
attached hereto as Exhibit A and incorporated herein by reference.  Any
capitalized terms used in this Sublease but not defined herein shall have the
meanings attributed to them in the Master Lease.

B.Subtenant wishes to sublease from
Sublandlord, and Sublandlord wishes to sublease to Subtenant, approximately
17,315 rentable square feet consisting of all Master Lease Premises (the
"Subleased Premises") for a term commencing on December 14,
2002 or sooner if agreed to by Sublandlord and Subtenant, as stated in a
memorandum of Sublease Commencement signed by both Sublandlord and Subtenant.
The Subleased Premises are particularly identified and described on the floor
plan attached hereto as Exhibit B and incorporated herein by reference.  

C.In addition, Subtenant also
wishes to lease from Sublandlord, and Sublandlord wishes to lease to Subtenant,
certain equipment and other items (the "Equipment") presently
located in the Subleased Premises.  The Equipment and the terms and conditions
are more particularly described in Exhibit C, which is attached hereto and
incorporated herein by reference.

NOW, THEREFORE, in consideration of the
foregoing, and for other good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged by the parties, Sublandlord and
Subtenant, hereby agree as follows:



1.Sublease of Subleased
Premises.  Subject to Sublandlord first obtaining the Landlord's Consent to
this Sublease, Sublandlord hereby subleases to Subtenant and Subtenant hereby
subleases from Sublandlord for the Sublease Term (as defined in Section 2
hereof), at the rental, and upon all of the terms and conditions set forth
herein, the Subleased Premises.




2.
                                                Sublease Term.  The term of
this Sublease ("Sublease Term") shall commence on December 14,
2002 or such earlier date as stated in a memorandum of Sublease Commencement
signed by both Sublandlord and Subtenant (the "Commencement
Date") and expire, unless sooner terminated as provided herein, on
March 24, 2004 (the "Expiration Date"); provided, however, that
the Expiration Date shall be extended to March 30, 2004 if Subtenant gives
Sublandlord notice of the exercise of its option to purchase the Equipment, as
set forth in Exhibit C, on or before February 1, 2004.



3.Subrental.

(a)Rent Payments for
Subleased Premises and Equipment.  As consideration for the sublease of the
Subleased Premises and the lease of the Equipment hereunder, Subtenant shall pay
Sublandlord, without any addition, setoff or deduction except as expressly set
forth herein, the total rental amount of Twenty-One Thousand, Six Hundred Forty-
Three and 75/100 Dollars ($21,643.75) per month ("Rent").
Notwithstanding the date that Subtenant commences occupancy of the Subleased
Premises or the date that Sublandlord obtains Landlord's Consent, Subtenant's
obligation to pay the Rent and any other sums Subtenant is obligated to pay
shall commence on April 1, 2003 and shall continue on a monthly basis under the
terms of this Sublease.  Rent shall be due and payable, without demand, offset,
set-off or deduction except as expressly set forth herein, in advance on the
first day of each calendar month (the "Due Date") beginning
on April 1, 2003.  If any Due Date shall fall due on a Saturday, Sunday
or legal holiday, the Rent payment shall be made on the next business day.  Rent
under this Sublease is a fixed amount, and is not subject to adjustment under
Sections 5,6 or 7 of the Master Lease. In the event Sublandlord is entitled to
rent abatement under the Master Lease (or otherwise) due to a casualty event or
failure to provide the Master Premises with services (each, an "Abatement
Event"), then, to the extent such Abatement Event impacts the Subleased
Premises, Subtenant shall be entitled to a proportionate Rent abatement.

(b)Prorations.  If the
termination or expiration of this Sublease occurs on a day other than the last
day of a calendar month, the Rent for such fractional month shall be prorated on
a per diem basis.  

(c)Payment Rent and all
other sums due and owing pursuant to the terms of this Sublease shall be payable
in lawful money of the United States, by regular bank check of Subtenant, to
Sublandlord at the address stated in Section 14 herein or to such other persons
or at such other places as Sublandlord may designate in writing. Section 3 of
the Master Lease shall not apply to Subtenant.

4.Operating Expenses. Subtenant shall be
responsible for the payment of all utility costs, janitorial service, refuse
removal, and all charges related to the use and maintenance of  the ADT Security
System and the Liebert UPS and Supplemental Air Conditioning Unit for the
Subleased Premises. Except as provided in this Section, Section 6 of the Master
Lease shall not apply to Subtenant.







5.Use and
Occupancy.  The Subleased Premises shall, notwithstanding any contrary
provision of the Master Lease, be used and occupied only for general office and
executive purposes by Subtenant, Subtenant's employees and visitors and for no
other use or purpose.





6.
                          Security Deposit.  On or before the Commencement
Date, Subtenant shall deposit the sum of  Twenty-One Thousand, Six Hundred
Forty-Three and 75/100 Dollars ($21,643.75), ("Deposit") as
security for performance of Tenant's obligations under this lease.  In the event
Subtenant fully complies with all terms and conditions of this Sublease, the
Deposit shall be refunded to Subtenant, without interest unless otherwise
required by law, upon expiration of this Sublease.  Sublandlord may, but is not
obligated to, apply a portion of the Deposit to cure any default hereunder and
Subtenant shall pay on demand the amount necessary to restore the Deposit in
full within ten (10) business days after notice by Sublandlord.  If Subtenant
has not defaulted under the terms of this Sublease as of the commencement of the
last month of the Sublease Term, the Sublandlord shall apply the Deposit to the
last month's Rent.  If Subtenant has ever defaulted under the terms of this
Sublease, whether or not said default was cured, Sublandlord shall have the
right to withhold the Deposit until the Subtenant has vacated the Sublease
Premises in accordance with this Sublease. The Security Deposit provisions of
Section 3.3 of the Master Lease shall not apply to Subtenant.




7.Master Lease and Sublease
Terms.

7.1Subject to Master
Lease.  The terms, conditions and respective obligations of Sublandlord and
Subtenant to each other under this Sublease shall be the terms and conditions of
the Master Lease, as it pertains to the Subleased Premises except for those
provisions of the Master Lease which are contradicted by this Sublease, in which
event the terms of this Sublease shall control over the Master Lease, so long as
this Sublease is in effect.  Therefore, for the purposes of this Sublease:
(a) wherever in the Master Lease the word "Landlord" is
used it shall be deemed to mean the Sublandlord herein; (b) wherever in the
Master Lease the word "Tenant" is used it shall be deemed to mean the
Subtenant herein; (c) wherever in the Master Lease the word
"Term" is used it shall be deemed to mean the Sublease Term
herein; and (d) wherever in the Master Lease the word
"Premises" is used it shall be deemed to mean the Subleased
Premises herein, in each case as the same pertains to the Subleased Premises.
Any non-liability, release, indemnity or hold harmless provision in the Master
Lease for the benefit of Landlord or Tenant that is incorporated herein by
reference, shall be deemed to inure to the benefit of Sublandlord and Subtenant,
as appropriate, and any other person intended to be benefited by said provision,
for the purpose of incorporation by reference in this Sublease.  Any right of
Landlord under the Master Lease of access or inspection and any right of
Landlord under the Master Lease to do work in the Master Lease Premises or in
the Building and any right of Landlord under the Master Lease in respect of
rules and regulations, which are incorporated herein by reference, shall be
deemed to inure to the benefit of Sublandlord and Subtenant, as appropriate, and
any other person intended to be benefited by said provision, for the purpose of
incorporation by reference in this Sublease.  For the purposes of incorporation
herein, the terms of the Master Lease are subject to the following additional
clarifications and modifications:

(i)In all provisions of the Master
Lease (under the terms thereof and without regard to modifications thereof for
purposes of incorporation into this Sublease) requiring the approval or consent
of Landlord, Subtenant shall be required to obtain the approval or consent of
both Sublandlord and Landlord.  

(ii)In all provisions of the Master
Lease requiring Tenant to submit, exhibit to, supply or provide Landlord with
evidence, certificates, or any other matter or thing, Subtenant shall be
required to submit, exhibit to, supply or provide, as the case may be, the same
to both Landlord and Sublandlord.  In any such instance, Sublandlord shall
reasonably determine if such evidence, certificate or other matter or thing
shall be satisfactory.

(iii)Sublandlord shall have no
obligation to restore or rebuild any portion of the Subleased Premises after any
casualty, destruction, or taking by eminent domain.

(iv)In all provisions of the Master
Lease requiring Tenant to designate Landlord as an additional or named insured
on its insurance policy, Subtenant shall be required to so designate Landlord
and Sublandlord on its insurance policy.

(v)The Option to Extend in Section 19 of
the Master Lease shall not apply to this Sublease.



(vi)Sublandlord and Subtenant expressly
acknowledge and agree that the Satellite License Agreement of in Section 21 of
the Master Lease shall apply to this Sublease.

7.2Compliance with
Master Lease.  During the Sublease Term, Subtenant agrees to perform and
comply with, for the benefit of Sublandlord and Landlord, the obligations of
Sublandlord, as "Tenant," under the Master Lease, as
they pertain to the Subleased Premises, to the extent such obligations are
incorporated herein, except where Sublandlord has expressly retained such
obligations.  Subtenant agrees that it will occupy the Subleased Premises in
accordance with the terms of the Master Lease as incorporated herein and will
not suffer to be done or omit to do any act which may result in a violation of
or a default under any of the terms and conditions of the Master Lease. Provided
that Subtenant is not in default under this Sublease, Sublandlord agrees that it
will comply with the terms of the Master Lease and will not suffer to be done or
omit to do any act which may result in a violation of or a default under any of
the terms and conditions of the Master Lease. Subtenant further covenants and
agrees to indemnify Sublandlord against and hold Sublandlord harmless from any
claim, demand, action, proceeding, suit, liability, loss, judgment, expense
(including reasonable attorneys' fees) and damages of any kind or nature
whatsoever arising out of, by reason of, or resulting from, Subtenant's failure
to perform or observe any of the terms and conditions of the Master Lease or
this Sublease.  Sublandlord will indemnify Subtenant for its breach of
obligations under the Master Lease not caused by Subtenant; or, if Subtenant was
not the sole cause of the breach but contributed thereto, Sublandlord's
indemnification shall only apply to that portion of the breach which was not a
result of Subtenant's contribution.  Any other provision in this Sublease to the
contrary notwithstanding, Subtenant shall pay to Sublandlord as Rent hereunder
any and all sums which Sublandlord may be required to pay the Landlord arising
out of a request by Subtenant for additional Building services from Landlord,
and which Landlord bills to Sublandlord (e.g., charges associated with non-
scheduled common area maintenance).  





7.3Services.  Subtenant
agrees that Sublandlord shall not be required to perform any of the covenants,
agreements and/or obligations of Landlord under the Master Lease and, insofar as
any of the covenants, agreements and obligations of Sublandlord hereunder are
required to be performed under the Master Lease by Landlord thereunder, and
Subtenant acknowledges and agrees that Subtenant will look solely to Landlord
for such performance.  Sublandlord shall not be responsible for any failure or
interruption, for any reason whatsoever, of the services or facilities that may
be appurtenant to or supplied at the Building by Landlord or otherwise,
including, without limitation, heat, air conditioning, ventilation, life-safety,
water, electricity, elevator service and cleaning service, if any; and no
failure to furnish, or interruption of, any such services or facilities shall
give rise to any (i) abatement, diminution or reduction of Subtenant's
obligations under this Sublease (except to the extent set forth herein), or (ii)
liability on the part of Sublandlord.  Notwithstanding the foregoing,
Sublandlord shall promptly take such action as may reasonably be indicated,
under the circumstances, to secure such performance upon Subtenant's request to
Sublandlord to do so and shall thereafter diligently prosecute such performance
on the part of Landlord.

8.Termination of Master
Lease.    If for any reason the Term of the Master Lease shall terminate
prior to the Expiration Date, this Sublease shall thereupon be terminated, and
unless such termination of the Master Lease is due to a breach or Default by
Sublandlord hereunder or thereunder, Sublandlord shall not be liable to
Subtenant by reason thereof.  Sublandlord shall have no obligation hereunder to
exercise any option contained in the Master Lease.

9.Consents.  In any instance
when Sublandlord's consent or approval is required under this Sublease,
Sublandlord's refusal to consent to or approve any matter or thing shall be
deemed reasonable if, among other matters, such consent or approval is required
from Landlord under the provisions of the Master Lease as incorporated herein,
but such consent has not been obtained from Landlord.  Sublandlord shall not
unreasonably withhold, condition or delay its consent to or approval of a matter
if such consent or approval is required under the provisions of the Master Lease
or this Sublease.  If Subtenant shall seek the approval by or consent of
Sublandlord and Sublandlord shall fail or refuse to give such consent or
approval, Subtenant shall not be entitled to any damages for any withholding or
delay of such approval or consent by Sublandlord, it being agreed that
Subtenant's sole remedy in connection with an alleged wrongful refusal or
failure to approve or consent shall be an action for injunction or specific
performance.  The effectiveness of this Sublease is expressly conditioned upon
the parties' receipt, in writing, of Landlord's Consent thereto, in accordance
with Paragraph 16 of the Master Lease.  Sublandlord shall
have no liability in the event Landlord refuses to consent to this Sublease.
Sublandlord and Subtenant shall reasonably and
mutually cooperate to attempt to obtain Landlord's written consent after they
execute this Sublease and deliver it to Landlord for Landlord's review and
consent.

10.Attorney's Fees.  If
Sublandlord or Subtenant brings an action or proceeding to enforce the terms
hereof or to declare rights hereunder, the prevailing party who recovers
substantially all of the damages, equitable relief or other remedy sought in any
such action or proceeding, shall be entitled to its reasonable attorney's fees
and costs to be paid by the non-prevailing party, as determined by the court or
arbitrator in accordance with applicable law.

11.Acceptance of Subleased
Premises.  Subtenant represents to Sublandlord that Subtenant has been given
the opportunity to inspect the Subleased Premises prior to the Effective Date
and has found the same to be satisfactory for all purposes hereunder (subject,
however, to the terms hereof); provided that Sublandlord shall deliver the
Subleased Premises to Subtenant in substantially the same condition as of the
Effective Date, reasonable wear and tear excepted, and the Subleased Premises
shall be delivered to Subtenant in broom clean condition with all of
Sublandlord's furniture, fixtures and equipment not leased herein removed, the
Leased Equipment assembled and in place.  Sublandlord shall clean all carpets
prior to the Commencement Date ("Sublandlord's Work").  Except for
removal of Sublandlord's furniture, fixtures and equipment not leased herein,
the requirement of broom clean condition, and the cleaning of all carpets,
Subtenant accepts the Subleased Premises in their "As Is", "Where
Is" condition as of the Commencement Date, subject to any laws, ordinances,
orders, rules, and/or regulations or statutes (state, Federal, municipal, and
other agencies and bodies having jurisdiction over the Subleased Premises),
hereinafter referred to as "Legal Requirements".  Sublandlord
represents that it has no knowledge of any current violation(s) of the Legal
Requirements or any faults, including but not limited to both latent and patent
defects, and warrants that if prior to the Effective Date, Sublandlord does
acquire any knowledge of any such violation(s) the Sublandlord shall inform the
Subtenant of such violation(s).  Sublandlord shall have no obligation to
furnish, render or supply any work, labor, or services not otherwise described
herein.  In making and executing this Sublease, Subtenant has relied solely on
such investigations, examinations and inspections as Subtenant has chosen to
make or has made and has not relied on any representation or warranty concerning
the Subleased Premises or the Building, except as expressly set forth in this
Sublease and as set forth in the following sentence.  Sublandlord warrants and
represents to Subtenant that as of the Effective Date (i) the Master Lease is
unmodified and in full force and effect, (ii) no event has occurred or is
occurring that would result in Sublandlord's Default under the Master Lease,
(iii) Sublandlord is not in Default under the Master Lease, and (iv) to
Sublandlord's knowledge, the Landlord is not in Default under the Master Lease.
In the event Landlord and Sublandlord amend the Master Lease after the Effective
Date but prior to the Commencement Date, Sublandlord shall immediately provide
Subtenant with notice of such amendment, and Subtenant shall have the right to
terminate this Sublease at any time prior to the Commencement Data; provided,
however, that any amendment of the Master Lease occurring after the Effective
Date shall be subject ot the terms of this Sublease. The foregoing warranties
and representations shall survive any termination or expiration of this
Sublease.  Except for the warranties and representations set forth above and in
this Sublease, Subtenant hereby waives all warranties, express or implied,
regarding the Subleased Premises, including, but not limited to, any warranties
of title, merchantability or fitness for a particular purpose.

12.Alterations.  Subtenant
acknowledges that Subtenant is not authorized to make or do any alterations or
improvements in or to the Subleased Premises without first obtaining the written
approval of Sublandlord in each instance and of Landlord when Landlord's
approval is required under the Master Lease.

13.Condition of Premises.
Upon termination of this Sublease, Subtenant shall deliver the Subleased
Premises to Sublandlord in the same condition as the Subleased Premises were on
the Commencement Date, reasonable wear and tear, damage from fire and other
casualty and approved alterations when Landlord and Sublandlord specifically
waive restoration, excepted.  Not later than twenty (20) days prior to the
termination of this Sublease, Sublandlord and Subtenant shall jointly inspect
the Subleased Premises at a mutually agreeable time to determine the condition
of the Subleased Premises.  If such mutual inspection discloses the existence of
damage to the Subleased Premises that occurred during the Sublease Term that is
not reasonable wear and tear, and that is not due to fire or other casualty and
therefore not subject to the provisions of Paragraph 13 of the Master Lease, as
incorporated herein, then Subtenant shall promptly repair such damage at
Subtenant's expense.  If Subtenant is unable to complete repairs prior to the
termination of this Sublease, Sublandlord may cause such repairs to be completed
and Subtenant shall, upon Sublandlord's demand, immediately reimburse
Sublandlord the amount of such reasonable excess cost.

14.Notices.  Any notice by
either party to the other required, permitted or provided for herein shall be
valid only if in writing and shall be deemed to be duly given only if (a)
delivered personally, or (b) sent by means of Federal Express, UPS Next Day Air
or other reputable express mail delivery service guaranteeing next day delivery,
or (c) sent by United States Certified or registered mail, return receipt
requested, addressed, as the case may be, to the following addresses:

Sublandlord:






	 	
Allstate Insurance Company

	

	
Allstate Plaza South, Suite G1D

	

	
3075 Sanders Road

	 	
Northbrook, Illinois 60062-7127

	 	
Attention: Real Estate and Construction Department

	 	
Fax Number: (847)-402-0684






Subtenant:


	 	
Attn: Chief Financial Officer

	

	
E-Loan, Inc.

	 	
5875 Arnold Road

	 	
Dublin, CA 94568

	

	
Fax Number (925) 556-4170










or at such other address for either
party as that party may designate by notice to the other, pursuant
to the notice provisions set forth in this Section.  A notice shall be deemed
given and effective, if delivered personally, upon hand delivery thereof (unless
such delivery takes place after hours or on a holiday or weekend, in which event
the notice shall be deemed given on the next succeeding business day); if sent
via overnight courier or if mailed by United States certified or registered
mail, on the day of receipt or refusal of receipt.



15.Complete Agreement.  This Sublease and
the Exhibits hereto constitute the entire agreement between the parties and
supersede all prior agreements and understandings related to the Subleased
Premises.  There are no representations, warranties, agreements, arrangements or
understandings, oral or written, between the parties or their representatives
relating to the subject matter of this Sublease, which are not fully expressed
in this Sublease.  This Sublease cannot be changed nor may any of its provisions
be waived orally or in any other manner other than by a written agreement
executed by both parties.



16.Interpretation.
Irrespective of the place of execution or performance, this Sublease shall be
governed by and construed in accordance with the laws of the State of
California, without regard to its conflicts of laws principles.  If any
provision of this Sublease or the application thereof to any person or
circumstance shall, for any reason and to any extent, be invalid or
unenforceable, the remainder of this Sublease and the application of that
provision to other persons or circumstances shall not be affected but rather
shall be enforced to the extent permitted by law.  The table of contents,
captions, headings and titles, if any, in this Sublease are solely for
convenience of reference and shall not affect its interpretation.  This Sublease
shall be construed without regard to any presumption or other rule requiring
construction against the party causing this Sublease or any part thereof to be
drafted.  If any words or phrases in this Sublease shall have been stricken out
or otherwise eliminated, whether or not any other words or phrases have been
added, this Sublease shall be construed as if the words or phrases so stricken
out or otherwise eliminated were never included in this Sublease and no
implication or inference shall be drawn from the fact that said words or phrases
were so stricken out or otherwise eliminated.  Each covenant, agreement,
obligation or other provision of this Sublease shall be deemed and construed as
a separate and independent covenant of the party bound by, undertaking or making
same, not dependent on any other provision of this Sublease unless otherwise
expressly provided.  All terms and words used in this Sublease, regardless of
the number or gender in which they are used, shall be deemed to include any
other number and any other gender as the context may require.  The word
"person" as used in this Sublease shall mean a natural person or
persons, a partnership, a corporation or any other form of business or legal
association or entity.

17.Brokers.  Sublandlord and
Subtenant each represent to each other that they have dealt with no real estate
broker or salesperson in connection with this Sublease except for CB
Richard Ellis, Inc. as agent for Sublandlord and Carpenter/Robbins Commercial
Real Estate Inc, as agent for Subtenant.

18.Landlord's Consent.
Sublandlord and Subtenant acknowledge and agree that the effectiveness of this
Sublease is subject to and conditioned upon Sublandlord first obtaining
Landlord's Consent to this Sublease.  Accordingly, if Landlord's Consent to this
Sublease is not obtained by November 15, 2002, each of Sublandlord and Subtenant
shall have the right to terminate this Sublease upon the giving of notice as
provided herein, in which case it shall be null and void and of no further force
and effect, and neither party shall have further obligation or liability to the
other party hereunder.



19.Successors and
Assigns.  The covenants and agreements herein contained shall bind and inure
to the benefit of Sublandlord and Subtenant, and their respective executors,
administrators, successors and assigns.



20.Counterparts. This
Sublease may be executed in separate counterparts, each of which shall
constitute an original and all of which together shall constitute one and the
same instrument.  This Sublease shall be deemed fully executed when each party
hereto has signed and delivered to the other party at least one counterpart,
even though no single counterpart contains all of the signatures of both parties
hereto.



21.Lease and Purchasing of
Equipment.  Sublandlord hereby leases to Subtenant, and Subtenant hereby
leases from Sublandlord the Equipment, which is described on Exhibit C and
scheduled on Exhibit C-1 attached hereto, on the terms and conditions set forth
in such Exhibits.  



24.Parking.Subtenant shall be granted the same
number of  parking spaces as provided Sublandlord in Paragraph 20 of the Master
Lease ("Parking Space Allocation") to be utilized pursuant to the
terms of this Sublease.

25.Broker's
Fee.Sublandlord shall be responsible for any commissions, fees or other
amounts due and owing CB Richard Ellis or any other individual or entity
claiming or through the Subtenant pursuant to a separate agreement.
[SIGNATURE BLOCKS ON FOLLOWING PAGE]



IN WITNESS WHEREOF, the parties
hereby execute this Sublease as of the Effective Date first above written.



SUBLANDLORD:


ALLSTATE INSURANCE COMPANY



By:__/s/



Print Name:William B. Moston



Title:Assistant Vice President



 

 

SUBTENANT:













E-LOAN, INC.


By: _________/s/____________________


Print Name:Matthew
Roberts


Title:CFO




























CONSENT TO SUBLEASE

In accordance with the
provisions of Section 16 of that certain lease agreement dated November 25, 1998
(the "Lease") between the undersigned, as Landlord, and the Allstate
Insurance Company, as Tenant, the undersigned hereby consents to the Sublease
Agreement (the Sublease) between Tenant, as "Sublessor", and E-Loan,
Inc., as "Sublessee", dated ______________.  Provided, however, this
consent shall not be deemed in any way to modify or amend any of the terms or
provisions of the Lease, it being the intent and understanding of the Landlord
in executing this consent that the Sublease is, and shall be, subject and
subordinate in all respects to the Lease, and that in the event of any conflict
between the terms and conditions of the Lease and the terms and conditions of
the Sublease, the terms and conditions of the Lease shall control as between the
Landlord and Tenant.  Further, and notwithstanding any structuring of
obligations and responsibilities between Tenant and Sublessee pursuant to the
terms of the Sublease, in accordance with the provisions of Section 16 of the
Lease, Tenant remains fully liable for the performance of all applicable
obligations and responsibilities of the "Tenant" under the lease.
Further, this consent by Landlord shall not be deemed to be a waiver by Landlord
of its right to approve any other subletting or assignment, as set forth in the
Lease.  

 

Glenborough
Properties, L.P.
By: Glenborough Realty Trust
Incorporated, 

       It's General Partner,















By:
__________/s/_____________

Its:Vice President

















EXHIBIT A



MASTER LEASE







MULTI-TENANT INDUSTRIAL GROSS LEASE (BASE YEAR)

Effective Date:  November 25, 1998

(The date set forth below Landlord's signature.)

BASIC LEASE INFORMATION


	
Landlord:
	
CREEKSIDE SOUTH TRUST, a Maryland business trust

	
Landlord's Address For Notice:
	
Carlyle Realty

4675 MacArthur Court

Newport Beach, California 92660

Attn:  Paul Brady

Telephone:  (714) 757-0535

Fax:  (714) 757-0720

	 	
with copies to:

	 	
ZKS Real Estate Partners

3697 Mt. Diablo Boulevard, Suite 100

Lafayette, California  94549

Attn:  David A. Kingery

Telephone:  (925) 283-8280

Fax:  (925) 283-7638

	 	
Allen, Matkins, Leck, Gamble and Mallory LLP

333 Bush Street, Suite 1700

San Francisco, California 94104

Attn:  Richard C. Mallory, Esq.

Telephone:  (415) 837-1515

Fax:  (415) 837-1516

	
Landlord's Address For Payment of Rent:
	
Creekside South Trust

c/o CB Richard Ellis

Department No. 01685

San Francisco, CA  94139-1685

	
Tenant:
	
ALLSTATE INSURANCE COMPANY,

an Illinois corporation

	
Tenant's Address For Notice:
	
ALLSTATE INSURANCE COMPANY

3100 Zinfandel Drive, Suite 400

Rancho Cordova, California  95670

Attn: Property Manager|

Telephone:  (916) 852-4827

Fax:  (916) 852-4984

	
With a copy to:
	
ALLSTATE INSURANCE COMPANY

3075 Sanders Road, Suite G1D

Northbrook, Illinois  60062

Attn:  Real Estate Director

Telephone:  (847) 402-8061

Fax: (847) 402-0684

	
Project:
	
Southern Parcel of Creekside Business Center

	
Building:
	
5875 Arnold Road, Dublin, California

	
Premises:
	
Approximately 17,315 rentable square feet in the eastern end of the Building
as shown in Exhibit "A".

	
Term:
	
Five (5) years

	
Estimated Commencement Date:
	
April 1, 1999

	
Base Rent Per Month:
	
Year of Lease Term
	
Base Rent Per Month

	 	
1

2

3

4

5
	
$25,799.35

$26,573.33

$27,370.53

$28,191.65

$29,037.40

	
Tenant's Share:
	
Twenty and 23/100 percent (20.23%)

	
Base Year:
	
The calendar year 1999

	
Security Deposit:
	
None

	
Broker:
	
CB Richard Ellis, Inc. for both Landlord and Tenant

	
Lease Year:
	
Shall refer to each three hundred sixty-five (365) day period during the Term
commencing on the Commencement Date and on each anniversary thereof.

	
Parking Spaces:
	
Seventy (70) spaces

	
Permitted Uses:
	
General Office and no other uses shall be permitted without the prior written
consent of Landlord.

	
Options:
	
One (1) option to renew for five (5) years




 

EXHIBITS
A - Premises

B - Work Letter

C - Commencement Date Memorandum

D -  Rules and Regulations

E - Estoppel Certificate

F - Patriot Products Cover Shown Catalog Number: /DRD-
MB



The Basic Lease Information set forth above and the Exhibits
attached hereto are incorporated into and made a part of the following 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 provisions of the Lease, the latter shall control.



1.PREMISES.*
1.1Premises*

1.2Common Area*

1.3Reserved Rights*



2.TERM.*
2.1Commencement Date*

2.2Possession*



3.RENT.*
3.1Rent*

3.2Late Charge and Interest*

3.3Security Deposit*



4.UTILITIES*

5.TAXES.*
5.1Increase in Real Property Taxes*

5.2Definition of Real Property Taxes*

5.3Personal Property Taxes*



6.OPERATING EXPENSES.*
6.1Increase in Operating Expenses*

6.2Definition of Operating Expenses*

6.3Operating Expense Exclusions*



7.ESTIMATED EXPENSES.*
7.1Payment*

7.2Adjustment*

7.3Audit Right*



8.INSURANCE.*
8.1Landlord*

8.2Tenant*

8.3General.*

8.4Indemnity*

8.5Exemption of Landlord from Liability*



9.REPAIRS AND MAINTENANCE.*
9.1Tenant*

9.2Landlord*



10.ALTERATIONS.*
10.1Trade Fixtures; Alterations*

10.2Damage; Removal*

10.3Liens*

10.4Standard of Work*



11.USE*

12.ENVIRONMENTAL MATTERS.*
12.1Hazardous Materials*

12.2Indemnification*

12.3Landlord Warranty*



13.DAMAGE AND DESTRUCTION.*
13.1Casualty*

13.2Tenant's Fault*

13.3Uninsured Casualty*

13.4Waiver*



14.EMINENT DOMAIN.*
14.1Total Condemnation*

14.2Partial Condemnation*

14.3Award*

14.4Temporary Condemnation*



15.DEFAULT.*
15.1Events of Defaults*

15.2Remedies.*

15.3Cumulative*



16.ASSIGNMENT AND SUBLETTING*
16.1Non-Transfers*



17.ESTOPPEL, ATTORNMENT AND SUBORDINATION.*
17.1Estoppel*

17.2Subordination*

17.3Attornment*



18.MISCELLANEOUS.*
18.1General.*

18.2Signs*

18.3Waiver*

18.4Financial Statements*

18.5Limitation of Liability*

18.6Notices*

18.7Brokerage Commission*

18.8Authorization*

18.9Holding Over; Surrender.*

18.10Joint and Several*

18.11Covenants and Conditions*

18.12Addenda*



19.OPTION TO EXTEND.*
19.1Option Right*

19.2Option Rent*

19.3Exercise of Options*

19.4Determination of Option Rent*



20.PARKING*

21.SATELLITE LICENSE AGREEMENT.*
21.1License for Antenna*

21.2Term of License*

21.3No Rent or Fee for License for Initial Lease
Term*

21.4Utilities*

21.5Maintenance and Repairs*

21.6Non-Interference of Equipment*

21.7Damage or Injury: Indemnification*

21.8Insurance .*

21.9Termination of License*

21.10Other Applicable Provisions of Lease*







 

 



	PREMISES.



	Premises.  Landlord hereby
leases to Tenant the Premises as shown on Exhibit "A" attached
hereto, but excluding the Common Area and any other portion of the
Project.


	Common Area.  Tenant may,
subject to rules made by Landlord, use the following areas ("Common Area") in
common with Landlord and other tenants of the Project:  refuse facilities,
landscaped areas, driveways necessary for access to the Premises, parking spaces
and other common facilities designated by Landlord from time to time for the
common use of all tenants of the Project.


	Reserved Rights.  Landlord
reserves the right to enter the Premises upon reasonable notice to Tenant
(except in case of an emergency) and/or to undertake the following:  inspect the
Premises and/or the performance by Tenant of the terms and conditions hereof;
change boundary lines of the Common Areas; install, use, maintain, repair,
alter, relocate or replace any Common Area and any pipes, ducts, conduits,
wires, equipment and other facilities in the Building; grant easements on the
Project, dedicate for public use portions thereof and record covenants,
conditions and restrictions ("CC&R's") affecting the Project and/or
amendments to existing CC&R's which do not unreasonably interfere with
Tenant's use of the Premises; change the name of the Building or Project; affix
reasonable signs and displays; and, during the last nine (9) months of the Term,
show the Premises to prospective tenants.


	TERM.



	Commencement Date.  The
Term of the Lease shall commence ("Commencement Date") on the first day of the
first full month following the date on which the Premises are Substantially
Complete (as hereinafter defined) except that if Substantial Completion occurs
on the first day of a month, that date shall be the Commencement Date, and the
Lease shall continue in full force and effect for the period of time specified
as the Term or until this Lease is terminated as otherwise provided herein.  The
Premises shall be deemed to be "Substantially Complete" on the earliest of the
date on which:  (1) Landlord files or causes to be filed with the City in which
the Premises are located (if required) and delivers to Tenant an architect's
notice of substantial completion, or similar written notice that the Premises
are substantially complete, (2) Tenant commences business operations in the
Premises, or (3) a certificate of occupancy is issued for the Premises.
Landlord shall arrange for the construction of certain Tenant Improvements (as
defined in the Work Letter), if any, in accordance with and subject to the terms
of the Work Letter attached hereto as Exhibit "B".  Tenant shall,
upon demand after delivery of the Premises to Tenant, execute and deliver to
Landlord a Commencement Date Memorandum in the form attached hereto as
Exhibit "C" acknowledging (i) the Commencement Date, (ii) the final
square footage of the Premises, and (iii) Tenant's acceptance of the Premises.
If the Premises are not Substantially Complete on the Estimated Commencement
Date, this Lease shall remain in effect, Landlord shall not be subject to any
liability, and the Commencement Date shall be delayed until the date the
Premises are Substantially Complete.  Tenant has determined that the Premises
are acceptable for Tenant's use and Tenant acknowledges that, except as set
forth in the Work Letter, neither Landlord nor any broker or agent has made any
representations or warranties in connection with the physical condition of the
Premises or their fitness for Tenant's use upon which Tenant has relied directly
or indirectly for any purpose.  Notwithstanding the foregoing, if Landlord has
not delivered the Premises to Tenant with Substantial Completion of the Tenant
Improvements by the date which is six (6) months after Tenant's approval of the
Construction Drawings pursuant to Section 1 of the Work Letter, subject to any
delays caused by Force Majeure and Tenant Delays, then Tenant shall have the
right to terminate this Lease upon thirty (30) days' notice to Landlord;
provided, however, that if upon such 30-day notice Landlord can substantially
complete the Tenant Improvements within ten (10) days of such notice, Landlord
shall notify Tenant of Landlord's ability to so complete the Tenant Improvement
work and Tenant shall have no right to terminate this Lease.


	Possession.  Tenant's
possession of the Premises during the period of time, if any, from the date on
which Landlord tenders possession of the Premises to Tenant in a Substantially
Completed condition (the "Possession Date") to the Commencement Date, shall be
subject to all the provisions of this Lease and shall not advance the expiration
date.  Rent shall be paid for such period at the rate stated in the Basic Lease
Information, prorated on the basis of a thirty (30) day month, and shall be due
and payable to Landlord on or before the Commencement Date.  Tenant shall
acknowledge in writing the Possession Date in the form attached hereto as
Exhibit "C".


	RENT.



	Rent.  Tenant shall pay to
Landlord, at Landlord's Address for Payment of Rent designated in the Basic
Lease Information, or at such other address as Landlord may from time to time
designate in writing to Tenant for the payment of Rent, the Base Rent, without
notice, demand, offset or deduction, in advance, on the first day of each
calendar month.  If the Term commences (or ends) on a date other than the first
(or last) day of a month, Base Rent shall be prorated on a per diem basis with
respect to the portion of the first month and/or last month within the Term.
All sums other than Base Rent which Tenant is obligated to pay under this Lease
shall be deemed to be additional rent due hereunder, whether or not such sums
are designated "additional rent."  The term "Rent" means the Base Rent and all
additional rent payable hereunder.


	Late Charge and Interest.
The late payment of any Rent will cause Landlord to incur additional costs,
including administration and collection costs and processing and accounting
expenses and increased debt service ("Delinquency Costs").  If Landlord has not
received any installment of Rent within five (5) days after such amount is due,
Tenant shall pay a late charge of ten percent (10%) of the delinquent amount,
which is agreed to represent a reasonable estimate of the Delinquency Costs
incurred by Landlord; provided, however, that Landlord shall provide Tenant
notice of such delinquent amount one (1) time in any twelve (12) month period
and Tenant shall have five (5) days after receipt of such notice to pay such
delinquent amount before Landlord shall charge Tenant any such late charge.  In
addition, all such delinquent amounts shall bear interest from the date such
amount was due until paid in full at a rate per annum ("Applicable Interest
Rate") equal to the lesser of (a) the maximum interest rate permitted by law or
(b) five percent (5%) above the rate publicly announced by Bank of America, N.A.
(or if Bank of America, N.A. ceases to exist, the largest bank then
headquartered in the State of California ("Bank") as its "Reference Rate."  If
the use of the announced Reference Rate is discontinued by the Bank, then the
term Reference Rate shall mean the announced rate charged by the Bank which is,
from time to time, substituted for the Reference Rate.  Landlord and Tenant
recognize that the damage which Landlord shall suffer as a result of Tenant's
failure to pay such amounts is difficult to ascertain and said late charge and
interest are the best estimate of the damage which Landlord shall suffer in the
event of late payment.  If a late charge becomes payable for any three (3)
installments of Rent within any twelve (12) month period, then the Rent shall
automatically become due and payable quarterly in advance. 


	Security Deposit.  Upon the
execution of this Lease, Tenant shall pay to Landlord the Security Deposit.  The
Security Deposit shall secure the full and faithful performance of each
provision of this Lease to be performed by Tenant.  Landlord shall not be
required to pay interest on the Security Deposit or to keep the Security Deposit
separate from Landlord's own funds.  If Tenant fails to perform fully and timely
all or any of Tenant's covenants and obligations hereunder, Landlord may, but
without obligation, apply all or any portion of the Security Deposit toward
fulfillment of Tenant's unperformed covenants and/or obligations.  If Landlord
does so apply any portion of the Security Deposit, Tenant shall immediately pay
Landlord sufficient cash to restore the Security Deposit to the amount of the
then current Base Rent per month.  Upon any increase in Base Rent, Landlord may
require the Security Deposit to be increased by the amount of the increase in
Base Rent per month.  After Tenant vacates the Premises, upon the expiration or
sooner termination of this Lease, if Tenant is not then in default, Landlord
shall return to Tenant any unapplied balance of the Security
Deposit.


	UTILITIES.  Tenant shall
pay all charges for heat, water, gas, electricity, telephone and any other
utilities used on or provided to the Premises.  Landlord shall not be liable to
Tenant for interruption in or curtailment of any utility service, nor shall any
such interruption or curtailment constitute constructive eviction or grounds for
rental abatement.  In the event the Premises is not separately metered, Tenant
shall have the option, subject to Landlord's prior written consent and the terms
of this Lease, to cause the Premises to be separately metered at Tenant's cost
and expense.  If Tenant does not elect to cause the Premises to be separately
metered, Tenant shall pay a reasonable proration of utilities, as determined by
Landlord.  Notwithstanding the foregoing, in the event there is an interruption
or curtailment in any of the utilities which is specific to the Building and/or
Project (as opposed to an interruption or curtailment in any of the utilities
which extends beyond the  Building or Project) and is caused by an act or
omission of Landlord and lasts for more than five (5) consecutive business days
or Tenant is otherwise unable to access the Premises for more than  five (5)
consecutive business days, Tenant shall be entitled to an abatement of
Rent.


	TAXES.



	Increase in Real Property
Taxes.  Tenant shall pay to Landlord Tenant's Share of the Increase in Real
Property Taxes. The "Increase in Real Property Taxes" is the increase in Real
Property Taxes in any calendar year over the Real Property Taxes in the Base
Year. 


	Definition of Real Property
Taxes.  "Real Property Taxes" shall be the sum of the following:  all real
property taxes, possessory-interest taxes, business or license taxes or fees,
service payments in lieu of such taxes or fees, annual or periodic license or
use fees, excises, transit and traffic charges, housing fund assessments, open
space charges, childcare fees, school, sewer and parking fees or any other
assessments, levies, fees, exactions or charges, general and special, ordinary
and extraordinary, unforeseen as well as foreseen (including fees "in-lieu" of
any such tax or assessment) which are assessed, levied, charged, conferred or
imposed by any public authority upon the Project (or any real property
comprising any portion thereof) or its operations, together with all taxes,
assessments or other fees imposed by any public authority upon or measured by
any Rent or other charges payable hereunder, including any gross receipts tax or
excise tax levied by any governmental authority with respect to receipt of
rental income, or upon, with respect to or by reason of the development,
possession, leasing, operation, management, maintenance, alteration, repair, use
or occupancy by Tenant of the Premises or any portion thereof, or documentary
transfer taxes upon this transaction or any document to which Tenant is a party
creating or transferring an interest in the Premises, together with any tax
imposed in substitution, partially or totally, of any tax previously included
within the aforesaid definition or any additional tax the nature of which was
previously included within the aforesaid definition, together with the costs and
expenses (including attorneys and expert witness fees and costs) of challenging
any of the foregoing or seeking the reduction in or abatement, redemption or
return of any of the foregoing, but only to the extent of any such reduction,
abatement, redemption or return.  Nothing contained in this Lease shall require
Tenant to pay any franchise, corporate, estate or inheritance tax of Landlord,
or any income, profits or revenue tax or charge upon the net income of Landlord.
Real Property Taxes shall be calculated based on the Real Property Taxes that
would have been incurred if the Project was fully occupied (if the actual
occupancy rate is less) and to reflect fully built out space within the entire
Project.


	Personal Property Taxes.
Prior to delinquency, Tenant shall pay all taxes and assessments levied upon
trade fixtures, alterations, additions, improvements, inventories and other
personal property located and/or installed on the Premises by Tenant; and Tenant
shall provide Landlord copies of receipts for payment of all such taxes and
assessments.  To the extent any such taxes are not separately assessed or billed
to Tenant, Tenant shall pay the amount thereof as invoiced by
Landlord.


	OPERATING
EXPENSES.



	Increase in Operating
Expenses.  Tenant shall pay to Landlord Tenant's Share of the Increase in
Operating Expenses.  The "Increase in Operating Expenses" is the increase in
Operating Expenses in any calendar year over the Operating Expenses in the Base
Year.


	Definition of Operating
Expenses.  "Operating Expenses" shall include all reasonable and necessary
expenses incurred by Landlord in the operation, maintenance, repair and
management of the Project, the Common Area and the Building, including, but not
limited to, (a) non-structural repairs to and maintenance of the roof, skylights
and exterior walls of the Building except for latent defects; (b) repair,
maintenance, utility costs and landscaping of the Common Area, including any and
all costs of maintenance of common driveways, walkways, landscaping, and other
costs which are allocable to the real property of which the Premises are a part
under the terms of any CC&R's affecting the real property; (c) insurance
deductibles and premiums relating to the insurance maintained by Landlord with
respect to the Project; (d) maintenance contracts for heating, ventilation and
air-conditioning (HVAC) systems and elevators, if any; and (e) capital
improvements made to or capital assets acquired for the Project after the
Commencement Date that reduce Operating Expenses or are reasonably necessary for
the health and safety of the occupants of the Project or are required under any
governmental law or regulation, which capital costs, or an allocable portion
thereof, shall be amortized over the useful life as determined by Federal tax
guidelines, together with interest on the unamortized balance at the Applicable
Interest Rate.  Operating Expenses shall also include an administrative fee to
Landlord for accounting and project management services relating to the Project
in an amount equal to ten percent (10%) of the sum of Operating Expenses (other
than the administrative fee, Real Property Taxes and Common Area utility costs).
Operating Expenses shall be calculated based on the Operating Expenses that
would have been incurred if the Project was fully occupied (if the actual
occupancy rate is less) and to reflect fully built out space within the entire
Project.


	Operating Expense
Exclusions.  Notwithstanding the provisions of Section 6.2 above, in no
event shall Operating Expenses include any of the following:  (i) replacement of
or structural repairs to the roof or the exterior walls; (ii) repairs to the
extent covered by insurance proceeds, or paid by Tenant or other third parties;
(iii) alterations solely attributable to tenants of the Project other than
Tenant; (iv) the costs for any utilities which are separately metered to the
Premises or to another Tenant's premises, (v) except as provided in Section 6.2
above, capital improvements to the Project, (vi) expenses related to the
management and operation of Landlord as an entity to the extent they do not
relate to the operation, ownership and maintenance or the Project, except for
the management fee permitted above, (vii) any fines or penalties due to any
failure by Landlord to remit timely payments and/or violation by Landlord of any
governmental rule or authority or Legal Requirements (excepting Tenant's
specific compliance obligations hereunder), (viii) profit increment paid to
subsidiaries or affiliates of Landlord for services on or to the Project, to the
extent only that the costs of such services exceed competitive costs of such
services were they not so rendered by a subsidiary or affiliate, (ix) any
advertising and promotional expenditures, (x) costs and expenses incurred in
connection with repairs or alteration, for defects (including latent defects) in
the design or construction of the Project or arising from the failure of the
Project to comply with governmental rules or regulations as of the Commencement
Date, (xi) items and services for which Tenant or any other tenant in the
Project directly reimburses Landlord and costs reimbursed by insurance proceeds,
condemnation proceeds or otherwise, (xii) financing and interest charges, and
(xiii) salaries of employees not related to the management or maintenance of the
Project.


	ESTIMATED
EXPENSES.



	Payment.  "Estimated
Expenses" for any particular year shall mean Landlord's estimate of Increases in
Operating Expenses and Real Property Taxes (collectively referred to as
"Increases") for a calendar year.  On or about the last month of each calendar
year, Landlord shall give Tenant notice of the Estimated Expenses for the
ensuing calendar year.  Tenant shall pay Tenant's Share of the Estimated
Expenses with installments of Base Rent in monthly installments of one-twelfth
(1/12th) thereof on the first day of each calendar month during such year.  If
at any time Landlord determines that Operating Expenses and Real Property Taxes
are projected to vary from the then Estimated Expenses by more than ten percent
(10%), Landlord may, by notice to Tenant, revise such Estimated Expenses, and
Tenant's monthly installments for the remainder of such year shall be adjusted
so that by the end of such calendar year Tenant has paid to Landlord Tenant's
Share of the revised Estimated Expenses for such year.  


	Adjustment.  "Operating
Expenses and Real Property Taxes Adjustment" (or "Adjustment") shall mean the
difference between Tenant's Share of Estimated Expenses and Tenant's Share of
Increases for any calendar year.  After the end of each calendar year, Landlord
shall deliver to Tenant a statement of Tenant's Share of Increases for such
calendar year, accompanied by a computation of the Adjustment.  If Tenant's
payments are less than Tenant's Share of Increases, then Tenant shall pay the
difference within twenty (20) days after receipt of such statement.  Tenant's
obligation to pay such amount shall survive the termination of this Lease.  If
Tenant's payments exceed Tenant's Share of Increases, then (provided that Tenant
is not in default), Landlord shall, at Tenant's option, either refund the excess
amount to Tenant or credit such excess amount to future installments of Tenant's
Share of Increases for the next calendar year.  If Tenant is in default,
Landlord may, but shall not be required to, credit such amount to Rent
arrearages.


	Audit Right.  In the event
Tenant disputes the amount of the actual Operating Expenses and Property Taxes
set forth in the statement delivered by Landlord to Tenant pursuant to this
Article 7, Tenant shall have the right, at Tenant's sole cost, after five (5)
business days' prior written notice to Landlord, to inspect at Landlord's office
during normal business hours Landlord's books and records concerning the
Operating Expenses and Real Property Taxes set forth in such statement;
provided, however, Tenant shall have no right to conduct such inspection, have
an audit performed by the Accountant as described below, or object to or
otherwise dispute the amount of the Operating Expenses and Property Taxes set
forth in any statement, unless Tenant does so within one (1) year immediately
following Landlord's delivery of the particular statement in question (the
"Review Period"); provided, further, that notwithstanding any such timely
objection, dispute, inspection and/or audit, and as a condition precedent to
Tenant's exercise of its right of objection, dispute, inspection and/or audit as
set forth in this Section 7.3, Tenant shall not be permitted to withhold payment
of, and Tenant shall timely pay to Landlord, the full amounts as required by the
provisions of this Article 7 in accordance with such statement provided,
however, such payment may be made under protest pending the outcome of any audit
which may be performed by the Accountant as described below.  If after such
inspection, Tenant still disputes the amount of the Operating Expenses and Real
Property Taxes set forth in the statement, Tenant shall have the right, within
the ninety (90) days thereafter, to cause an independent certified public
accountant firm, as selected by Tenant and approved by Landlord (the
"Accountant"), to commence and complete an audit of Landlord's books and records
to determine the proper amount of the Operating Expenses and Real Property Taxes
incurred and amounts payable by Tenant for the particular year which is the
subject of such statement, which audit shall be final and binding upon Landlord
and Tenant.  If such audit reveals that Landlord has over-charged Tenant, then
Landlord shall credit against Tenant's rental obligations next falling due the
amount of such over-charge with interest at the Applicable Interest Rate.  If
the audit reveals that the Tenant was under-charged, then within thirty (30)
days after the results of such audit are made available to Tenant, Tenant shall
reimburse to Landlord the amount of such under-charge with interest at the
Applicable Interest Rate.  Tenant agrees to pay the costs of such audit unless
the Accountant determines that Landlord's original statement which was the
subject of such audit was in error to Tenant's disadvantage by more than five
percent (5%) of the Operating Expenses and Real Property Taxes.  The payment by
Tenant of any amounts pursuant to this Article 7 shall not preclude Tenant from
questioning the correctness of any statement provided by Landlord at any time
during the Review Period, but the failure of Tenant to object in writing
thereto, conduct and complete its inspection and request that Landlord have the
Accountant conduct the audit as described above prior to the expiration of the
Review Period shall be conclusively deemed Tenant's approval of the statement in
question and the amount of Operating Expenses and Real Property Taxes shown
thereon.  Notwithstanding the foregoing, if Tenant disputes a line-item amount
on any such statement, Tenant may request a copy of the supporting documents be
sent to Tenant without exercising all of Tenant's audit rights as described
herein.


	INSURANCE.



	Landlord.  Landlord shall
maintain insurance insuring the Building against fire and extended coverage
(including, if Landlord elects, "all risk" coverage, earthquake/volcanic action,
flood and/or surface water insurance) for the full replacement cost of the
Building, with deductibles and the form and endorsements of such coverage as
selected by Landlord, together with rental abatement insurance against loss of
Rent in an amount equal to the amount of Rent for a period of at least twelve
(12) months commencing on the date of loss.  Landlord may also carry such other
insurance as Landlord may deem prudent or advisable, including, without
limitation, liability insurance in such amounts and on such terms as Landlord
shall determine.


	Tenant.  Tenant shall, at
Tenant's expense, obtain and keep in force at all times the following
insurance:



	Liability Insurance.  A commercial general
liability insurance policy or an equivalent thereto, written on an occurrence
form that includes personal injury coverage, advertising injury coverage, and
contractual liability coverage, at Tenant's expense, insuring against liability
arising out of the ownership, use, occupancy or maintenance of the Premises, and
the business operated by Tenant and any subtenants of Tenant in the Premises.
The initial amount of such insurance shall be Two Million Dollars
($2,000,000.00) each occurrence/ Two Million Dollars ($2,000,000.00) general
aggregate on a per location basis, Two Million Dollars ($2,000,000) for personal
injury and advertising injury coverage and Five Hundred Thousand Dollars
($500,000.00) for property damage.  However, the amount of such insurance shall
not limit Tenant's liability nor relieve Tenant of any obligation hereunder.
Tenant shall, at Tenant's expense, maintain such other liability insurance as
Tenant deems necessary to protect Tenant.


	Casualty Insurance.  A policy or policies of
standard fire, extended coverage and special extended coverage insurance ("All
Risks"), including energy systems coverage and a vandalism and malicious
mischief endorsement, coverage for water damage to contents, sprinkler leakage
coverage and, if required by Landlord, earthquake sprinkler leakage with
extended coverage and naming Landlord as an additional insured, in an amount
adequate to cover the cost of replacement of all equipment, furniture, fixtures,
trade fixtures, and personal property of Tenant or which may be located in, upon
or about the Premises in the event of fire or extended coverage loss;


	Workers' Compensation and Employer's Liability
Insurance.  Workers' compensation insurance having limits not less than
those required by state statute and federal statute, if applicable, and covering
all persons employed by Tenant in the conduct of its operations on the Premises
(including the all states endorsement and, if applicable, the volunteers
endorsement), together with employer's liability insurance coverage in the
amount of at least One Million Dollars ($1,000,000);


	Business Interruption.  Tenant shall obtain and
maintain loss of income and extra expense insurance in amounts as will reimburse
Tenant for direct or indirect loss of earnings attributable to all perils
commonly insured against by prudent lessees in the business of Tenant or
attributable to prevention of access to the Premises as a result of such perils;
provided, however, that Tenant shall have the right to self-insure the insurance
described in this Section 8.2.4 pursuant to a "self-insured retention" plan
whereby:  (a) Tenant shall be responsible for, assume all liability for, and
release and waive all right of recovery against Landlord for, the cost of any
loss or claim to the extent that such loss or claim would have been covered by
the insurance that Tenant would otherwise be required to maintain hereunder, and
(b) Tenant shall pay all amounts on behalf of Landlord (and waive, release,
protect, indemnify, defend and hold harmless Landlord from and against) all
costs, expenses, damages, claims and law suits incurred by Landlord which would
have been payable or insured against by a hypothetical third-party insurer for
the benefit of Tenant and/or Landlord had Tenant maintained the insurance
required under this Section 8.2.4 and had Landlord been named as an additional
insured, as applicable, with deemed full waiver of subrogation in favor of
Landlord; and with no deductible amount applicable to such policy.


	Additional Insurance Obligations.  Such other
reasonable types of insurance coverage, including, without limitation, loss of
earnings insurance, and in such reasonable amounts covering the Premises and
Tenant's operations therein, as may be reasonably requested by
Landlord.


	General.



	Insurance Companies.  Insurance required to be
maintained by Tenant shall be written by companies licensed to do business in
the state in which the Premises are located and having a "General Policyholders
Rating" of at least A 8 (or such higher rating as may be required by a lender
having a lien on the Premises) as set forth in the most current issue of "Best's
Insurance Guide."


	Certificates of Insurance.  Tenant shall deliver
to Landlord certificates of insurance for all insurance required to be
maintained by Tenant in a form acceptable to Landlord, no later than seven (7)
days prior to the date of possession of the Premises.  Tenant shall, at least
ten (10) days prior to expiration of the policy, furnish Landlord with
certificates of renewal or "binders" thereof.  Each certificate shall expressly
provide that such policies shall not be cancelable or otherwise subject to
modification except after thirty (30) days prior written notice to the parties
named as additional insureds in this Lease (except in the case of cancellation
for nonpayment of premium in which case cancellation shall not take effect until
at least (10) days' notice has been given to Landlord).  If Tenant fails to
maintain any insurance required in this Lease, Tenant shall be liable for all
losses and cost resulting from said failure.


	Additional Insureds.  Landlord and any property
management company of Landlord for the Premises shall be named as additional
insureds under all of the policies required by Section 8.2.1.  The policies
required under Section 8.2.1 shall provide for severability of
interest.


	Primary Coverage.  All insurance to be maintained
by Tenant shall, except for workers' compensation and employer's liability
insurance, be primary, without right of contribution from insurance of Landlord.
Any umbrella liability policy or excess liability policy (which shall be in
"following form") shall provide that if the underlying aggregate is exhausted,
the excess coverage will drop down as primary insurance.  The limits of
insurance maintained by Tenant shall not limit Tenant's liability under this
Lease.


	Waiver of Subrogation.  Landlord and Tenant each
hereby waive any and all rights of recovery against the other or against the
officers, employees, agents and representatives of the other, on account of loss
or damage occasioned to such waiving party or its property or the property of
others under its control, to the extent that such loss or damage is insured
against under any fire and extended coverage insurance policy which either may
have in force at the time of such loss or damage.  Landlord and Tenant shall, if
required, for each of the policies of insurance required under this Lease, give
notice to the insurance carrier or carriers that the foregoing mutual waiver of
subrogation is contained in this Lease. 


	Notification of Incidents.  Tenant shall notify
Landlord within twenty-four (24) hours after the occurrence of any accidents or
incidents in the Premises, the Building or Common Areas which could give rise to
a claim under any of the insurance policies required under this Section 8.



	Indemnity.  Tenant shall
indemnify, protect, defend (by counsel reasonably acceptable to Landlord) and
hold harmless Landlord and its partners, directors, officers, employees,
shareholders, lenders, agents, contractors and each of their successors and
assigns (collectively, "Landlord Indemnities") from and against any and all
claims, judgments, causes of action, damages, penalties, costs, liabilities, and
expenses, including all costs, attorneys' fees, expenses and liabilities
incurred in the defense of any such claim or any action or proceeding brought
thereon (collectively, "Claims"), arising at any time during or after the Term
as a result (directly or indirectly) of or in connection with (i) any default in
the performance of any obligation on Tenant's part to be performed under the
terms of this Lease, or (ii) Tenant's use of the Premises, the conduct of
Tenant's business or any activity, work or things done, permitted or suffered by
Tenant in or about the Premises, the Building, the Common Area or other portions
of the Project, except for claims caused solely by Landlord's gross negligence
or willful misconduct (such excluded Claims shall be referred to herein as
"Landlord Caused Claims"), but specifically including Landlord's negligence
(other than gross negligence).  The obligations of Tenant under this Section 8.4
shall survive the termination of this Lease with respect to any claims or
liability arising prior to such termination.  Landlord hereby agrees to protect,
defend and indemnify and hold harmless Tenant and Tenant's partners, officers,
directors, shareholders, agents and employees (collectively, "Tenant
Indemnitees") against and save the Tenant Indemnified Parties harmless from any
such Landlord Caused Claims, but only to the extent the Landlord Caused Claims
have not otherwise been waived by Tenant pursuant to Section 8.5 below, and are
not covered by Tenant's insurance maintained pursuant to this Section 8 (and
would not have been covered by such insurance had Tenant obtained the same as
required in this Section 8).  Notwithstanding anything to the contrary contained
in this Lease, including the indemnities set forth in this Section 8.4, nothing
in this Lease (including this Section 8) shall impose any obligations on Tenant
or Landlord to be responsible or liable for, and each hereby releases the other
from, all liability for consequential damages, including, without limitation, in
the case of Tenant, any claim relating to any interruption of or interference
with the conduct of Tenant's business.  If any action or proceeding is brought
against the indemnified party for any Claim against which the indemnifying party
is obligated to indemnify the indemnified party hereunder, the indemnifying
party upon notice from the indemnified party shall defend such action or
proceeding at the indemnifying party's sole expense by counsel reasonably
acceptable to the indemnified party.


	Exemption of Landlord from
Liability.  Tenant, as a material part of the consideration to Landlord,
hereby assumes all risk of damage to property including, but not limited to,
Tenant's fixtures, equipment, furniture and alterations or injury to persons in,
upon or about the Premises, the Building, the Common Area or other portions of
the Project arising from any cause, and Tenant hereby waives all claims in
respect thereof against Landlord, except such claims as are caused solely by
Landlord's gross negligence or willful misconduct.  Tenant hereby agrees that
Landlord shall not be liable for injury to Tenant's business or any loss of
income therefrom or for damage to the property of Tenant, or injury to or death
of Tenant, Tenant's employees, invitees, customers, agents or contractors or any
other person in or about the Premises, the Building, the Common Area or the
Project, whether such damage or injury is caused by fire, steam, electricity,
gas, water or rain, or from the breakage, leakage or other defects of
sprinklers, wires, appliances, plumbing, air conditioning or lighting fixtures,
or from any other cause, whether said damage or injury results from conditions
arising upon the Premises, upon other portions of the Building or from other
sources or places, and regardless of whether the cause of such damage or injury
or the means of repairing the same is inaccessible to Tenant, except damage or
injury caused solely by Landlord's gross negligence or wilful misconduct.
Landlord shall not be liable for any damages arising from any act or neglect of
any other tenant, if any, of the Building or the Project or Landlord's failure
to enforce the terms of any agreements with parties other than
Tenant.


	REPAIRS AND
MAINTENANCE.



	Tenant.  Tenant shall keep
and maintain the Premises, including floors and floor coverings, interior
plumbing, electrical wiring, fixtures and equipment in good repair and in a
clean and safe condition, and repair and/or replace any and all of the foregoing
in a good and workmanlike manner; provided, however, that Tenant shall have no
obligation to maintain, repair or replace the heating, air conditioning and
ventilation system in the Premises.  Without limiting the foregoing, Tenant
shall, at Tenant's sole expense, (a) immediately replace all broken glass in the
Premises with glass equal to or in excess of the specification and quality of
the original glass; and (b) repair any area damaged by Tenant, Tenant's agents,
employees, invitees and visitors, including any damage caused by any roof
penetration, whether or not such roof penetration was approved by
Landlord.


	Landlord.  Landlord shall
repair damage to structural portions of the Building; provided, if such damage
is caused by an act or omission of Tenant, then such repairs shall be at
Tenant's sole expense.  Landlord shall also maintain, repair and replace, as
necessary, the heating, air conditioning and ventilation system in the Premises,
which costs shall be included as part of Operating Expenses.  There shall be no
abatement of Rent during the performance of such work.  Landlord shall not be
liable to Tenant for injury or damage that may result from any defect in the
construction or condition of the Premises, nor for any damage that may result
from interruption of Tenant's use of the Premises during any repairs by
Landlord. Tenant waives any right to repair the Premises, the Building and/or
the Common Area at the expense of Landlord under any applicable governmental
laws, ordinances, statutes, orders or regulations now or hereafter in effect
which might otherwise apply. 


	ALTERATIONS.



	Trade Fixtures;
Alterations.  Tenant may install necessary trade fixtures, equipment and
furniture in the Premises, provided that such items are installed and are
removable without structural or material damage to the Premises, the Building,
the Common Area or the Project.  Tenant shall not construct, nor allow to be
constructed, any alterations or physical additions in, about or to the Premises
costing more than Twenty-Five Thousand Dollars ($25,000.00) or which affect the
Building structure without obtaining the prior written consent of Landlord,
which consent shall be conditioned upon Tenant's compliance with Landlord's
reasonable requirements regarding construction of improvements and alterations
but such consent otherwise shall not be unreasonably withheld; provided,
however, that Tenant shall notify Landlord of its intent to make any alterations
even if Landlord's consent is not required.  Tenant shall submit plans and
specifications to Landlord with Tenant's request for approval and shall
reimburse Landlord for all costs which Landlord may incur in connection with
granting approval to Tenant for any such alterations and additions, including
any costs or expenses which Landlord may incur in electing to have outside
architects and engineers review said matters.  Tenant shall file a notice of
completion after completion of such work and provide Landlord with a copy
thereof.  Tenant shall provide Landlord with a set of "as-built" drawings for
any such work, if appropriate.


	Damage; Removal.  Tenant
shall repair all damage to the Premises and/or the Building caused by the
installation or removal of Tenant's fixtures, equipment, furniture and
alterations.  Upon the termination of this Lease, Tenant shall remove any or all
alterations, additions, improvements and partitions made or installed by Tenant
and restore the Premises to its condition existing prior to the construction of
any such items; provided, however, Landlord may permit, upon written notice to
Tenant, any such items designated by Landlord to remain on the Premises, in
which event they shall be and become the property of Landlord upon the
termination of this Lease.  All such removals and restoration shall be
accomplished in a good and workmanlike manner and so as not to cause any damage
to the Premises, the Building, the Common Area or the Project whatsoever.
Notwithstanding the foregoing, at the time of Tenant's request for Landlord's
consent or Tenant's notice to Landlord of its intention, as applicable, to
construct any alterations in the Premises, Landlord shall notify Tenant whether
or not such alteration shall be removed upon termination of this Lease so long
as in Tenant's request or notice, as applicable, Tenant requests such notice
from Landlord.


	Liens.  Tenant shall
promptly pay and discharge all claims for labor performed, supplies furnished
and services rendered at the request of Tenant and shall keep the Premises free
of all mechanics' and materialmen's liens in connection therewith.  Tenant shall
provide at least ten (10) days prior written notice to Landlord before any labor
is performed, supplies furnished or services rendered on or at the Premises and
Landlord shall have the right to post on the Premises notices of non-
responsibility.  If any lien is filed, Tenant shall cause such lien to be
released and removed within ten (10) days after the date of filing, and if
Tenant fails to do so, Landlord may take such action as may be necessary to
remove such lien and Tenant shall pay Landlord such amounts expended by Landlord
together with interest thereon at the Applicable Interest Rate from the date of
expenditure.


	Standard of Work.  All work
to be performed by or for Tenant pursuant hereto shall be performed diligently
and in a first class, workmanlike manner, and in compliance with all applicable
laws, ordinances, regulations and rules of any public authority having
jurisdiction over the Premises and/or Tenant and Landlord's insurance carriers.
Landlord shall have the right, but not the obligation, to inspect periodically
the work on the Premises.


	USE.  The Premises shall be
used only for the Permitted Uses set forth in the Basic Lease Information and
for no other uses. Tenant's use of the Premises shall be in compliance with and
subject to all applicable governmental laws, ordinances, statutes, orders and
regulations and any CC&Rs or any supplement thereto recorded in any official
or public records with respect to the Project or any portion thereof.  Tenant
shall comply with the rules and regulations attached hereto as Exhibit D,
together with such additional rules and regulations as Landlord may from time to
time prescribe.  Tenant shall not commit waste, overload the floors or structure
of the Building, subject the Premises, the Building, the Common Area or the
Project to any use which would damage the same or increase the risk of loss or
violate any insurance coverage, permit any unreasonable odors, smoke, dust, gas,
substances, noise or vibrations to emanate from the Premises, take any action
which would constitute a nuisance or would disturb, obstruct or endanger any
other tenants, take any action which would abrogate any warranties, or use or
allow the Premises to be used for any unlawful purpose.  Tenant shall have the
right to use for its employees and invitees, on an unreserved basis, the number
of Parking Spaces indicated in the Basic Lease Information.  Tenant shall not
use more than the number of spaces allocated to Tenant.  Landlord shall not be
responsible for non-compliance by any other tenant or occupant with, or
Landlord's failure to enforce, any of the rules or regulations or any other
terms or provisions of such tenant's or occupant's lease.  Tenant shall promptly
comply with the reasonable requirements of any board of fire insurance
underwriters or other similar body now or hereafter constituted.  Tenant shall
not do any act which shall in any way encumber the title of Landlord in and to
the Premises, the Building or the Project.


	ENVIRONMENTAL
MATTERS.



	Hazardous Materials.
Tenant shall not cause nor permit, nor allow any of Tenant's employees, agents,
customers, visitors, invitees, licensees, contractors, assignees or subtenants
(collectively, "Tenant's Parties") to cause or permit, any Hazardous Materials
to be brought upon, stored, manufactured, generated, blended, handled, recycled,
treated, disposed or used on, under or about the Premises, the Building, the
Common Area or the Project, except for routine office and janitorial supplies in
usual and customary quantities stored, used and disposed of in accordance with
all applicable Environmental Laws. As used herein, "Hazardous Materials" means
any chemical, substance, material, controlled substance, object, condition,
waste, living organism or combination thereof which is or may be hazardous to
human health or safety or to the environment due to its radioactivity,
ignitability, corrosivity, reactivity, explosivity, toxicity, carcinogenicity,
mutagenicity, phytotoxicity, infectiousness or other harmful or potentially
harmful properties or effects, including, without limitation, petroleum and
petroleum products, asbestos, radon, polychlorinated biphenyls (PCBs) and all of
those chemicals, substances, materials, controlled substances, objects,
conditions, wastes, living organisms or combinations thereof which are now or
become in the future listed, defined or regulated in any manner by any
Environmental Law based upon, directly or indirectly, such properties or
effects.  As used herein, "Environmental Laws" means any and all federal, state
or local environmental, health and/or safety-related laws, regulations,
standards, decisions of courts, ordinances, rules, codes, orders, decrees,
directives, guidelines, permits or permit conditions, currently existing and as
amended, enacted, issued or adopted in the future which are or become applicable
to Tenant, the Premises, the Building, the Common Area or the Project.  Tenant
and Tenant's Parties shall comply with all Environmental Laws and promptly
notify Landlord of the violation of any Environmental Law or presence of any
Hazardous Materials, other than office and janitorial supplies as permitted
above, on the Premises.  Landlord shall have the right to enter upon and inspect
the Premises and to conduct tests, monitoring and investigations.  If such tests
indicate the presence of any environmental condition which occurred during the
Term of this Lease, Tenant shall reimburse Landlord for the cost of conducting
such tests.  The phrase "environmental condition" shall mean any adverse
condition relating to any Hazardous Materials or the environment, including
surface water, groundwater, drinking water supply, land, surface or subsurface
strata or the ambient air and includes air, land and water pollutants, noise,
vibration, light and odors.  In the event of any such environmental condition,
Tenant shall promptly take any and all steps necessary to rectify the same to
Landlord's reasonable satisfaction or shall, at Landlord's election, reimburse
Landlord, upon demand, for the cost to Landlord of performing rectifying work.
The reimbursement shall be paid to Landlord in advance of Landlord's performing
such work, based upon Landlord's reasonable estimate of the cost thereof; and
upon completion of such work by Landlord, Tenant shall pay to Landlord any
shortfall within thirty (30) days after Landlord bills Tenant therefore or
Landlord shall within thirty (30) days refund to Tenant any excess deposit, as
the case may be.


	Indemnification.  Tenant
shall indemnify, protect, defend (by counsel acceptable to Landlord) and hold
harmless Landlord and its partners, directors, officers, employees,
shareholders, lenders, agents, contractors and each of their respective
successors and assigns (individually and collectively, "Indemnitees") from and
against any and all claims, judgments, causes of action, damages, penalties,
fines, taxes, costs, liabilities, losses and expenses arising at any time during
or after the Term as a result (directly or indirectly) of or in connection with
(a) Tenant and/or Tenant's Parties' breach of any prohibition or provision of
the preceding section, or (b) the presence of Hazardous Materials on, under or
about the Premises or other property as a result (directly or indirectly) of
Tenant's and/or Tenant's Parties' activities, or failure to act, in connection
with the Premises.  This indemnity shall include the cost of any required or
necessary repair, cleanup or detoxification, and the preparation and
implementation of any closure, monitoring or other required plans, whether such
action is required or necessary prior to or following the termination of this
Lease.  Neither the written consent by Landlord to the presence of Hazardous
Materials on, under or about the Premises, nor the strict compliance by Tenant
with all Environmental Laws, shall excuse Tenant from Tenant's obligation of
indemnification pursuant hereto.  Tenant's obligations pursuant to the foregoing
indemnity shall survive the termination of this Lease.


	Landlord Warranty.
Landlord warrants and represents that Landlord has no actual knowledge of any
Hazardous Materials which are not disclosed in the Phase I Environmental
Analysis of the Property (the "Phase I Report") which Landlord has
provided to Tenant.  As used herein, the phrase "actual knowledge"
shall mean the actual knowledge of David A. Kingery without investigation or
inquiry or duty of investigation or inquiry.  David A. Kingery is making such
representation and warranty on behalf of Landlord and not in his individual
capacity and, as a result, Landlord (and not such individual) shall be liable in
the event of a breach of this representation.  Tenant acknowledges that, other
than the Phase I Report, Landlord has not conducted any other investigations
regarding the environmental condition of the Property.


	DAMAGE AND
DESTRUCTION.



	Casualty.  If the Premises
or Building should be damaged or destroyed by fire or other casualty, Tenant
shall give immediate written notice to Landlord.  Within thirty (30) days after
receipt thereof, Landlord shall notify Tenant whether the necessary repairs can
reasonably be made:  (a) within ninety (90) days; (b) in more than ninety (90)
days but in less than one hundred eighty (180) days; or (c) in more than one
hundred eighty (180) days from the date of such notice.



	Less Than 90 Days.  If the Premises or Building
should be damaged only to such extent that rebuilding or repairs can reasonably
be completed within ninety (90) days, this Lease shall not terminate and,
provided that insurance proceeds are available to fully repair the damage,
Landlord shall repair the Premises, except that Landlord shall not be required
to rebuild, repair or replace any alterations, partitions, fixtures, additions
and other improvements (collectively, "Improvements") which may have been placed
in, on or about the Premises by or for the benefit of Tenant; provided, however,
that Landlord shall rebuild, repair or replace such Improvements so long as
Tenant provides to Landlord any insurance proceeds that it receives pursuant to
such damage or destruction.  If Tenant is required to vacate all or a portion of
the Premises during Landlord's repair thereof, the Base Rent payable hereunder
shall be abated proportionately from the date Tenant vacates all or a portion of
the Premises only to the extent rental abatement insurance proceeds are received
by Landlord and only during the period the Premises are unfit for
occupancy.


	Greater Than 90 Days.  If the Premises or Building
should be damaged only to such extent that rebuilding or repairs can reasonably
be completed in more than ninety (90) days but in less than one hundred eighty
(180) days, then Landlord shall have the option of:  (a) terminating the Lease
effective upon the occurrence of such damage, in which event the Rent shall be
abated from the date Tenant vacates the Premises; or (b) electing to repair the
Premises, provided insurance proceeds are available to fully repair the damage
(except that Landlord shall not be required to rebuild, repair or replace any
part of the Improvements which may have been placed in, on or about the Premises
by or for the benefit of Tenant; provided, however, that Landlord shall rebuild,
repair or replace such Improvements so long as Tenant provides to Landlord any
insurance proceeds that it receives pursuant to such damage or destruction).  If
Tenant is required to vacate all or a portion of the Premises during Landlord's
repair thereof, the Base Rent payable hereunder shall be abated proportionately
from the date Tenant vacates all or a portion of the Premises only to the extent
rental abatement insurance proceeds are received by Landlord and only during the
period the Premises are unfit for occupancy.  In the event that Landlord should
fail to substantially complete such repairs within one hundred eighty days (180)
days after the date upon which Landlord is notified by Tenant of the casualty
(such period to be extended for delays caused by Tenant or because of any items
of Force Majeure, as hereinafter defined) and Tenant has not re-occupied the
Premises, Tenant shall have the right, as Tenant's exclusive remedy, within ten
(10) days after the expiration of such one hundred eighty (180) day period, to
terminate this Lease by delivering written notice to Landlord as Tenant's
exclusive remedy, whereupon all rights hereunder shall cease and terminate
thirty (30) days after Landlord's receipt of such notice.


	Greater Than 180 Days.  If the Premises or
Building should be so damaged that rebuilding or repairs cannot be completed
within one hundred eighty (180) days, either Landlord or Tenant may terminate
this Lease by giving written notice within ten (10) days after notice from
Landlord specifying such time period of repair; and this Lease shall terminate
and the Rent shall be abated from the date Tenant vacates the Premises.  In the
event that neither party elects to terminate this Lease, Landlord shall promptly
commence and diligently prosecute to completion the repairs to the Premises,
provided insurance proceeds are available to repair the damage (except that
Landlord shall not be required to rebuild, repair or replace any Improvements
which may have been placed in, on or about the Premises by or for the benefit of
Tenant; provided, however, that Landlord shall rebuild, repair or replace such
Improvements so long as Tenant provides to Landlord any insurance proceeds that
it receives pursuant to such damage or destruction).  If Tenant is required to
vacate all or a portion of the Premises during Landlord's repair thereof, the
Base Rent payable hereunder shall be abated proportionately from the date Tenant
vacates all or a portion of the Premises only to the extent rental abatement
insurance proceeds are received by Landlord and only during the period that the
Premises are unfit for occupancy.


	Tenant's Fault.  If the
Premises or any portion of the Building is damaged resulting from the negligence
or breach of this Lease by Tenant or any of Tenant's Parties, Rent shall not be
reduced during the repair of such damage and Tenant shall be liable to Landlord
for the cost of the repair caused thereby to the extent such cost is not covered
by insurance proceeds.


	Uninsured Casualty.  In the
event that the Premises or any portion of the Building is damaged to the extent
Tenant is unable to use the Premises and such damage is not covered by insurance
proceeds received by Landlord or in the event that the holder of any
indebtedness secured by the Premises requires that the insurance proceeds be
applied to such indebtedness, then Landlord shall have the right at Landlord's
option either (i) to repair such damage as soon as reasonably possible at
Landlord's expense, or (ii) to give written notice to Tenant within thirty (30)
days after the date of the occurrence of such damage of Landlord's intention to
terminate this Lease as of the date of the occurrence of such damage.  In the
event Landlord elects to terminate this Lease, Tenant shall have the right
within ten (10) days after receipt of such notice to give written notice to
Landlord of Tenant's intention to pay the cost of repair of such damage, in
which event this Lease shall continue in full force and effect, Landlord shall
make such repairs as soon as reasonably possible and Tenant shall reimburse
Landlord for such repairs within fifteen (15) days after receipt of an invoice
form Landlord.  If Tenant does not give such notice within the ten (10) day
period, this Lease shall terminate automatically as of the date of the
occurrence of the damage.


	Waiver.  With respect to
any damage or destruction which Landlord is obligated to repair or may elect to
repair, Tenant waives all rights to terminate this Lease pursuant to rights
otherwise presently or hereafter accorded by law.


	EMINENT
DOMAIN.



	Total Condemnation.  If all
of the Premises is condemned by eminent domain, inversely condemned or sold
under threat of condemnation for any public or quasi-public use or purpose
("Condemned"), this Lease shall terminate as of the earlier of the date the
condemning authority takes title to or possession of the Premises, and Rent
shall be adjusted to the date of termination.


	Partial Condemnation.  If
any portion of the Premises or the Building is Condemned and such partial
condemnation materially impairs Tenant's ability to use the Premises for
Tenant's business as reasonably determined by Tenant, Landlord shall have the
option of either (i) relocating Tenant to comparable space within the Project or
(ii) terminating this Lease as of the earlier of the date title vests in the
condemning authority or as of the date an order of immediate possession is
issued and Rent shall be adjusted to the date of termination.  If such partial
condemnation does not materially impair Tenant's ability to use the Premises for
the business of Tenant, Landlord shall promptly restore the Premises to the
extent of any condemnation proceeds recovered by Landlord, excluding the portion
thereof lost in such condemnation, and this Lease shall continue in full force
and effect except that after the date of such title vesting Rent shall be
adjusted as reasonably determined by Landlord.


	Award.  If the Premises are
wholly or partially Condemned, Landlord shall be entitled to the entire award
paid for such condemnation, and Tenant waives any claim to any part of the award
from Landlord or the condemning authority; provided, however, Tenant shall have
the right to recover from the condemning authority such compensation as may be
separately awarded to Tenant in connection with costs in removing Tenant's
merchandise, furniture, fixtures, leasehold improvements and equipment to a new
location.  No condemnation of any kind shall be construed to constitute an
actual or constructive eviction of Tenant or a breach of any express or implied
covenant of quiet enjoyment.


	Temporary Condemnation.  In
the event of a temporary condemnation not extending beyond the Term, this Lease
shall remain in effect, Tenant shall continue to pay Rent and Tenant shall
receive any award made for such condemnation except damages to any of Landlord's
property.  If a temporary condemnation is for a period which extends beyond the
Term, this Lease shall terminate as of the date of initial occupancy by the
condemning authority and any such award shall be distributed in accordance with
the preceding section.  If a temporary condemnation remains in effect at the
expiration or earlier termination of this Lease, Tenant shall pay Landlord the
reasonable cost of performing any obligations required of Tenant with respect to
the surrender of the Premises.


	DEFAULT.



	Events of Defaults.  The
occurrence of any of the following events shall, at Landlord's option,
constitute an "Event of Default":



	Vacation without the payment of Rent (i.e. Tenant has
vacated the Premises and failed to pay rent all as defined in California Civil
Code Section 1951.3) or abandonment of the Premises for a period of thirty (30)
consecutive days;


	Failure to pay Rent on the date when due and the failure
continuing for a period of five (5) days after such payment is due; provided,
however, that for the first two (2) times in any consecutive twelve (12) month
period during the Lease Term that Tenant has failed to timely pay Rent, Landlord
shall provide notice to Tenant of such failure and such failure will constitute
an Event of Default, as provided in this Section 15.1, if such failure continues
for five (5) days after such notice by Landlord.


	Failure to perform Tenant's covenants and obligations
hereunder (except default in the payment of Rent) where such failure continues
for a period of thirty (30) days after written notice from Landlord; provided,
however, if the nature of the default is such that more than thirty (30) days
are reasonably required for its cure, Tenant shall not be deemed to be in
default if Tenant commences the cure within the thirty (30) day period and
diligently prosecutes such cure to completion; 


	The making of a general assignment by Tenant for the
benefit of creditors; the filing of a voluntary petition by Tenant or the filing
of an involuntary petition by any of Tenant's creditors seeking the
rehabilitation, liquidation or reorganization of Tenant under any law relating
to bankruptcy, insolvency or other relief of debtors and, in the case of an
involuntary action, the failure to remove or discharge the same within sixty
(60) days of such filing; the appointment of a receiver or other custodian to
take possession of substantially all of Tenant's assets or this leasehold;
Tenant's insolvency or inability to pay Tenant's debts or failure generally to
pay Tenant's debts when due; any court entering a decree or order directing the
winding up or liquidation of Tenant or of substantially all of Tenant's assets;
Tenant taking any action toward the dissolution or winding up of Tenant's
affairs; the cessation or suspension of Tenant's use of the Premises; or the
attachment, execution or other judicial seizure of substantially all of Tenant's
assets or this leasehold; 


	The making of any material misrepresentation or omission
by Tenant or any successor in interest of Tenant in any materials delivered by
or on behalf of Tenant to Landlord or Landlord's lender pursuant to this Lease;
or


	The occurrence of an Event of Default set forth in
Section 15.1.4 or 15.1.5 with respect to any guarantor of this Lease, if
applicable.  


	Remedies.



	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, this
Lease shall terminate unless on or before such date all arrears of Rent and all
other sums payable by Tenant under this Lease 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 at the time existing shall have been fully
remedied to the satisfaction of Landlord.



	Repossession.  Following termination, without
prejudice to other remedies Landlord may have, Landlord may (i) peaceably re-
enter the Premises upon voluntary surrender by Tenant or remove Tenant therefrom
and any other persons occupying the Premises, using such legal proceedings as
may be available; (ii) repossess the Premises or relet the Premises or any part
thereof for such term (which may be for a term extending beyond the Term), at
such rental and upon such other terms and conditions as Landlord in Landlord's
sole discretion shall determine, with the right to make reasonable alterations
and repairs to the Premises; and (iii) remove all personal property therefrom.



	Unpaid Rent.  Landlord shall have all the rights
and remedies of a landlord provided by applicable law, including the right to
recover from Tenant: (a) the worth, at the time of award, of the unpaid Rent
that had been earned at the time of termination, (b) the worth, at the time of
award, of the amount by which the unpaid Rent that would have been earned after
the date of termination until the time of award exceeds the amount of loss of
rent that Tenant proves could have been reasonably avoided, (c) the worth, at
the time of award, of the amount by which the unpaid Rent for the balance of the
Term after the time of award exceeds the amount of the loss of rent that Tenant
proves could have been reasonably avoided, and (d) any other amount, and court
costs, necessary to compensate Landlord for all detriment proximately caused by
Tenant's default.  The phrase "worth, at the time of award," as used in (a) and
(b) above, shall be computed at the Applicable Interest Rate, and as used in (c)
above, shall be computed by discounting such amount at the discount rate of the
Federal Reserve Bank of San Francisco at the time of award plus one percent
(1%).


	Continuation.  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; and Landlord may enforce all of
Landlord's rights and remedies under this Lease, including the right to recover
Rent as it becomes due.  Landlord, without terminating this Lease, may, during
the period Tenant is in default, enter the Premises and relet the same, or any
portion thereof, to third parties for Tenant's account and Tenant shall be
liable to Landlord for all costs Landlord incurs in reletting the Premises,
including, without limitation, brokers' commissions, expenses of remodeling the
Premises and like costs.  Reletting may be for a period shorter or longer than
the remaining Term.  Tenant shall continue to pay the Rent on the date the same
is due. No act by Landlord hereunder, including acts of maintenance,
preservation or efforts to lease the Premises or the appointment of a receiver
upon application of Landlord to protect Landlord's interest under this Lease,
shall terminate this Lease unless Landlord notifies Tenant that Landlord elects
to terminate this Lease.  In the event that Landlord elects to relet the
Premises, the rent that Landlord receives from reletting shall be applied to the
payment of, first, any indebtedness from Tenant to Landlord other than Base Rent
and Tenant's Share of Increases; second, all costs, including maintenance,
incurred by Landlord in reletting; and, third, Base Rent and Tenant's Share of
Increases under this Lease.  After deducting the payments referred to above, any
sum remaining from the rental Landlord receives from reletting shall be held by
Landlord and applied in payment of future Rent as Rent becomes due under this
Lease.  In no event, and notwithstanding anything in Section 16 to the contrary,
shall Tenant be entitled to any excess rent received by Landlord.  If, on the
date Rent is due under this Lease, the rent received from the reletting is less
than the Rent due on that date, Tenant shall pay to Landlord, in addition to the
remaining Rent due, all costs, including maintenance, which Landlord incurred in
reletting the Premises that remain after applying the rent received from
reletting as provided hereinabove.  So long as this Lease is not terminated,
Landlord shall have the right to remedy any default of Tenant, to maintain or
improve the Premises, to cause a receiver to be appointed to administer the
Premises and new or existing subleases and to add to the Rent payable hereunder
all of Landlord's reasonable costs in so doing, with interest at the Applicable
Interest Rate from the date of such expenditure. 


	Cumulative.  Each right and
remedy of Landlord provided for herein or now or hereafter existing at law, in
equity, by statute or otherwise shall be cumulative and shall not preclude
Landlord from exercising any other rights or remedies provided for in this Lease
or now or hereafter existing at law or in equity, by statute or otherwise.  No
payment by Tenant of a lesser amount than the Rent nor any endorsement on any
check or letter accompanying any check or payment as 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.


	ASSIGNMENT AND SUBLETTING.
Tenant shall not assign, sublet or otherwise transfer, whether voluntarily or
involuntarily or by operation of law (collectively, "Transfer"), the Premises or
any part thereof, except as provided in Section 16.2 below, without Landlord's
prior written approval, which shall not be unreasonably withheld; provided,
however, Tenant agrees it shall be reasonable for Landlord to disapprove of a
requested Transfer , if the sublessee or assignee does not have a tangible net
worth (as determined in accordance with generally accepted accounting principles
consistently applied) equal to or greater than Twenty-Five Million Dollars
($25,000,000) as shown in the financial information provided to Landlord.
Except as provided in Section 16.2 below, the merger of Tenant with any other
entity or the transfer of any controlling or managing ownership or beneficial
interest in Tenant, or the assignment of a substantial portion of the assets of
Tenant, whether or not located at the Premises, shall constitute an assignment
hereunder.  If Tenant desires to Transfer  any or all of the Premises, Tenant
shall give Landlord written notice thereof with copies of all related documents
and agreements associated with the Transfer , including without limitation, the
financial statements of any proposed assignee or subtenant, twenty (20) days
prior to the anticipated effective date of the Transfer .  Tenant shall pay
Landlord's reasonable attorneys' fees incurred in the review of such
documentation plus an administrative fee of Five Hundred Dollars ($500.00) for
each proposed transfer.  Landlord shall have a period of ten (10) business days
following receipt of such notice and all related documents and agreements to
notify Tenant in writing of Landlord's approval or disapproval of the proposed
Transfer .  If Landlord fails to notify Tenant in writing of such election,
Landlord shall be deemed to have disapproved such Transfer .  This Lease may not
be assigned by operation of law.  Any purported Transfer  contrary to the
provisions hereof shall be void and shall constitute an Event of Default
hereunder.  If Tenant receives rent or other consideration for any such transfer
in excess of the Rent, or in case of the sublease of a portion of the Premises,
in excess of such Rent that is fairly allocable to such portion, after
appropriate adjustments to assure that all other payments required hereunder are
appropriately taken into account, Tenant shall pay Landlord fifty percent (50%)
of the difference between each such payment of rent or other consideration and
the Rent required hereunder.  Landlord may, without waiving any rights or
remedies, collect rent from the assignee, subtenant or occupant and apply the
net amount collected to the Rent herein reserved and apportion any excess rent
so collected in accordance with the terms of the preceding sentence.  Such
acceptance of Rent shall in no event be deemed to imply that Landlord is
approving a subtenant or assignee which Landlord has not approved in writing
pursuant to the requirements of this Section 16.  Tenant shall continue to be
liable as a principal and not as a guarantor or surety to the same extent as
though no Transfer  had been made.  Landlord may consent to subsequent Transfer
of this Lease or amendments or modifications to the Lease by assignees of Tenant
without notifying Tenant or any successor of Tenant and without obtaining their
consent.  No permitted Transfer shall be effective until there has been
delivered to Landlord a counterpart of the transfer instrument in which the
transferee agrees to be and remain jointly and severally liable with Tenant for
the payment of Rent pertaining to the Premises and for the performance of all
the terms and provisions of this Lease relating thereto arising on or after the
date of the transfer.



	Non-Transfers.
Notwithstanding anything to the contrary in Section 16, Tenant shall have the
right, without prior consent of Landlord, to assign this Lease or sublet the
whole or any part of the Premises to a "Tenant Affiliate" (as defined below),
and such assignment or sublease shall not be deemed a Transfer under this
Section 16, provided that any transfer to a Tenant Affiliate shall be subject to
the following conditions:  (a) at least twenty (20) days prior to the effective
date of the Transfer, Tenant shall deliver to Landlord written notice thereof
and any documents or information, including financial information reasonably
requested by Landlord regarding such Tenant Affiliate and such assignment or
sublease, (b) Tenant shall remain fully liable during the unexpired term of the
Lease, including renewal options; (c) such Transfer is not used as a subterfuge
by Tenant to avoid its obligations under this Lease or the restrictions on
Transfers pursuant to this Section 16, (d) any such Transfer shall be subject to
all of the terms, covenants and conditions of the Lease, and (e) the Tenant
Affiliate shall expressly assume the obligations of Tenant under the Lease as
confirmed in a written assumption agreement reasonably satisfactory to Landlord
which shall be consistent with the terms of this Lease.  As used in this Lease,
"Tenant Affiliate" shall mean and refer to a corporation or entity which (i) is
Tenant's parent organization; or (ii) is a wholly-owned subsidiary of Tenant or
Tenant's parent corporation; or (iii) is a corporation which Tenant or Tenant's
parent owns in excess of twenty-five percent (25%) of the outstanding capital
stock; or (iv) is a corporation or entity, resulting from the consolidation or
merger with Tenant and/or Tenant's parent corporation, or (v) is a corporation
or entity to which substantially all of Tenant's assets may be
transferred.


	ESTOPPEL, ATTORNMENT AND
SUBORDINATION.



	Estoppel.  Within ten (10)
business days after request by Landlord, Tenant shall deliver an estoppel
certificate duly executed (and acknowledged if required by any lender), in the
form attached hereto as Exhibit E, or in such other form as may be acceptable to
the lender, which form may include some or all of the provisions contained in
Exhibit E, to any proposed mortgagee, purchaser or Landlord. Tenant's failure to
deliver said statement in such time period shall be  an Event of Default
hereunder and shall be conclusive upon Tenant that (a) this Lease is in full
force and effect, without modification except as may be represented by Landlord;
(b) there are no uncured defaults in Landlord's performance and Tenant has no
right of offset, counterclaim or deduction against Rent hereunder; and (c) no
more than one month's Base Rent has been paid in advance.  If any financier
should require that this Lease be amended (other than in the description of the
Premises, the Term, the Permitted Use, the Rent or as will in any manner
whatsoever adversely affect the rights of Tenant as reasonably determined by
Tenant), Landlord shall give written notice thereof to Tenant, which notice
shall be accompanied by a Lease supplement embodying such amendments. Tenant
shall, within ten (10) days after the receipt of Landlord's notice, execute and
deliver to Landlord the tendered Lease supplement.


	Subordination.  This Lease
shall be subject and subordinate to all ground leases and the lien of all
mortgages and deeds of trust which now or hereafter affect the Premises or the
Project or Landlord's interest therein, and all amendments thereto, all without
the necessity of Tenant's executing further instruments to effect such
subordination.  If requested, Tenant shall execute and deliver to Landlord
within ten (10) business days after Landlord's request whatever documentation
that may reasonably be required to further effect the provisions of this
paragraph.  Landlord shall use its commercially reasonable efforts to obtain an
executed subordination, non-disturbance and attornment agreement from any future
ground lessor, mortgagee, or deed of trust holder.


	Attornment.  In the event
of a foreclosure proceeding, the exercise of the power of sale under any
mortgage or deed of trust or the termination of a ground lease, Tenant shall, if
requested, attorn to the purchaser thereupon and recognize such purchaser as
Landlord under this Lease; provided, however, Tenant's obligation to attorn to
such purchaser shall be conditioned upon Tenant's receipt of a non-disturbance
agreement.


	MISCELLANEOUS.



	General.



	Entire Agreement.  This Lease sets forth all the
agreements between Landlord and Tenant concerning the Premises; and there are no
agreements either oral or written other than as set forth herein.  


	Time of Essence.  Time is of the essence of this
Lease.  


	Attorneys' Fees.  In any action or proceeding
which either party brings against the other to enforce its rights hereunder, the
unsuccessful party shall pay all costs incurred by the prevailing party,
including reasonable attorneys' fees, which amounts shall be a part of the
judgment in said action or proceeding.  


	Severability.  If any provision of this Lease or
the application of any such provision shall be held by a court of competent
jurisdiction to be invalid, void or unenforceable to any extent, the remaining
provisions of this Lease and the application thereof shall remain in full force
and effect and shall not be affected, impaired or invalidated.


	Law.  This Lease shall be construed and enforced
in accordance with the laws of the state in which the Premises are
located.


	No Option.  Submission of this Lease to Tenant for
examination or negotiation does not constitute an option to lease, offer to
lease or a reservation of, or option for, the Premises; and this document shall
become effective and binding only upon the execution and delivery hereof by
Landlord and Tenant.


	Successors and Assigns.  This Lease shall be
binding upon and inure to the benefit of the successors and assigns of Landlord
and, subject to compliance with the terms of Section 16, Tenant.


	Third Party Beneficiaries.  Nothing herein is
intended to create any third party benefit.


	Memorandum of Lease.  Tenant shall not record this
Lease or a short form memorandum hereof without Landlord's prior written
consent.


	  Agency, Partnership or Joint Venture.  Nothing
contained herein nor any acts of the parties hereto shall be deemed or construed
by the parties hereto, nor by any third party, as creating the relationship of
principal and agent or of partnership or of joint venture by the parties hereto
or any relationship other than the relationship of landlord and tenant.


	  Merger.  The voluntary or other surrender of
this Lease by Tenant or a mutual cancellation thereof or a termination by
Landlord shall not work a merger and shall, at the option of Landlord, terminate
all or any existing subtenancies or may, at the option of Landlord, operate as
an assignment to Landlord of any or all of such subtenancies.


	  Headings.  Section headings have been inserted
solely as a matter of convenience and are not intended to define or limit the
scope of any of the provisions contained therein.  


	Signs.  All signs and
graphics of every kind visible in or from public view or corridors, the Common
Areas or the exterior of the Premises shall be subject to Landlord's prior
written approval and shall be subject to any applicable governmental laws,
ordinances, and regulations and in compliance with Landlord's signage program.
Tenant shall remove all such signs and graphics prior to the termination of this
Lease.  Such installations and removals shall be made in such manner as to avoid
injury or defacement of the Premises; and Tenant shall repair any injury or
defacement, including without limitation, discoloration caused by such
installation or removal.  Notwithstanding the foregoing, Tenant shall be
entitled to a monument sign (approximately three (3) feet by four (4) feet) near
the entrance to the Premises and space on one of the directory signs for the
Project installed by Landlord.  All fabrication, installation, maintenance,
repair, restoration and removal of such signage shall be at Tenant's sole cost
and expense and shall be subject to Landlord's approval.  All of Tenant's
signage shall comply with all applicable governmental regulations and any
CC&Rs applicable to the Project.


	Waiver.  No waiver of any
default or breach hereunder shall be implied from any omission to take action on
account thereof, notwithstanding any custom and practice or course of dealing.
No waiver by either party of any provision under this Lease shall be effective
unless in writing and signed by such party.  No waiver shall affect any default
other than the default specified in the waiver and then such waiver shall be
operative only for the time and to the extent therein stated.  Waivers of any
covenant shall not be construed as a waiver of any subsequent breach of the
same.


	Financial Statements.
Tenant shall provide to any lender, purchaser or Landlord, within ten (10) days
after request, a current, accurate, annual report for Tenant and Tenant's
business.


	Limitation of Liability.
The obligations of Landlord under this Lease are not personal obligations of the
individual partners, directors, officers, shareholders, agents or employees of
Landlord; and Tenant shall look solely to the Building for satisfaction of any
liability of Landlord and shall not look to other assets of Landlord nor seek
recourse against the assets of the individual partners, directors, officers,
shareholders, agents or employees of Landlord.  Whenever Landlord transfers its
interest, Landlord shall be automatically released from further performance
under this Lease and from all further liabilities and expenses hereunder and the
transferee of Landlord's interest shall assume all liabilities and obligations
of Landlord hereunder from the date of such transfer.


	Notices.  All notices to be
given hereunder shall be in writing and mailed postage prepaid by certified or
registered mail, return receipt requested, or delivered by personal or courier
delivery, or sent by facsimile (immediately followed by one of the preceding
methods), to Landlord's Address and Tenant's Address, or to such other place as
Landlord or Tenant may designate in a written notice given to the other party.
Notices shall be deemed served upon the earlier of receipt or three (3) days
after the date of mailing.


	Brokerage Commission.
Landlord shall pay a brokerage commission to Broker in accordance with a
separate agreement between Landlord and Broker.  Tenant warrants to Landlord
that Tenant's sole contact with Landlord or with the Premises in connection with
this transaction has been directly with Landlord and Broker, and that no other
broker or finder can properly claim a right to a commission or a finder's fee
based upon contacts between the claimant and Tenant.  Tenant agrees to indemnify
and hold Landlord harmless from any claims or liability, including reasonable
attorneys' fees, in connection with a claim by any person for a real estate
broker's commission, finder's fee or other compensation based upon any
statement, representation or agreement of Tenant, and Landlord agrees to
indemnify and hold Tenant harmless from any such claims or liability, including
reasonable attorneys' fees, based upon any statement, representation or
agreement of Landlord.  Landlord and Tenant acknowledge and accept the dual
representation of CB Richard Ellis, Inc., in this transaction.


	Authorization.  Each
individual executing this Lease on behalf of Tenant represents and warrants that
he or she is duly authorized to execute and deliver this Lease on behalf of
Tenant and that such execution is binding upon Tenant.


	Holding Over;
Surrender.  



	Holding Over.  If Tenant holds over the Premises
or any part thereof after expiration of the Term, such holding over shall
constitute a month-to-month tenancy, at a rent equal to one hundred fifty
percent (150%) of the Base Rent in effect immediately prior to such holding over
and shall otherwise be on all the other terms and conditions of this Lease.
This paragraph shall not be construed as Landlord's permission for Tenant to
hold over.  Acceptance of Rent by Landlord following expiration or termination
shall not constitute a renewal of this Lease or extension of the Term except as
specifically set forth above.  If Tenant fails to surrender the Premises upon
expiration or earlier termination of this Lease, Tenant shall indemnify and hold
Landlord harmless from and against all loss or liability resulting from or
arising out of Tenant's failure to surrender the Premises, including, but not
limited to, any amounts required to be paid to any tenant or prospective tenant
who was to have occupied the Premises after the expiration or earlier
termination of this Lease and any related attorneys' fees and brokerage
commissions; provided, however, that such indemnification by Tenant shall be
conditional on Landlord notifying Tenant at least thirty (30) days in advance of
the date on which such damages will begin to accrue and the approximate amount
of such damages.  


	Surrender.  Upon the termination of this Lease or
Tenant's right to possession of the Premises, Tenant will surrender the
Premises, together with all keys, in good condition and repair, reasonable wear
and tear excepted.  Conditions existing because of Tenant's failure to perform
maintenance, repairs or replacements shall not be deemed "reasonable wear and
tear."


	Joint and Several.  If
Tenant consists of more than one person, the obligation of all such persons
shall be joint and several.


	Covenants and Conditions.
Each provision to be performed by Tenant hereunder shall be deemed to be both a
covenant and a condition.


	Addenda.  The Addenda
hereto, if any, and identified with this Lease are incorporated herein by this
reference as if fully set forth herein.


	OPTION TO
EXTEND.



	Option Right.  Landlord
hereby grants Tenant one (1) option to extend the initial Term of the Lease for
the entire Premises for a period of five (5) years (the "Option Term"), which
option shall be exercisable only by written Exercise Notice (as defined below)
delivered by Tenant to Landlord as provided below, provided that, as of the date
of delivery of such Exercise Notice, Tenant is not in a state of uncured
monetary or other default following the expiration of the applicable cure
periods under the Lease.  Upon the proper exercise of such option to extend, and
provided that, as of the end of the initial Term, Tenant is not in default, as
described above, under the Lease, the initial Term shall be extended for the
Option Term.  The rights contained in this Section 19 shall be personal to the
original Tenant executing the Lease and any Tenant Affiliate and may only be
exercised by the original Tenant or Tenant Affiliate, as the case may be, (not
any other assignee, sublessee or other transferee of Tenant's interest in the
Lease) if the original Tenant or Tenant Affiliate, as the case may be, occupies
the entire Premises as of the date of the Exercise Notice.


	Option Rent.  The annual
basic rent payable by Tenant during the Option Term (the "Option Rent") shall be
equal to the "Fair Market Rent" which for purposes hereof means the annual basic
rent, taking into account whether the then current market is using leases based
on a base year, an expense stop, or a triple net, at which tenants, as of the
commencement of the Option Term, are leasing non-sublease space comparable in
size, location and quality to the Premises for a comparable term, which
comparable space is located in the Building and in comparable first-class office
"flex" buildings with prudent ownership (with management practices comparable
with institutional ownership), in the Dublin, California area, taking into
consideration all concessions and inducements generally being granted at such
time.  All other terms and conditions of the Lease shall apply throughout the
Option Term; however, any obligation of Landlord to construct Tenant
Improvements or provide an allowance shall not apply during the Option Term,
except to the extent such provisions are included in the definition of Fair
Market Rent, and Tenant shall, in no event, have the option to extend the
initial Term of the Lease beyond the Option Term described in Section 19.1
above.


	Exercise of Options.  The
option contained in this Section 19 shall be exercised by Tenant, if at all, on
or before the date (the "Exercise Date") which is at least six (6) months prior
to the expiration of the initial Term, as the case may be, by delivering written
notice ("Exercise Notice") thereof to Landlord.  Tenant may notify Landlord
earlier than the Exercise Date of its intent to exercise its option and Landlord
will work with Tenant to establish the Fair Market Rent at that time.  After the
Exercise Date, the parties shall follow the procedure and the Fair Market Rent
shall be determined as set forth in Section 19.4 below.  Tenant's failure to
deliver the Exercise Notice on or before the Exercise Date shall be deemed to
constitute Tenant's waiver of its extension right hereunder.


	Determination of Option
Rent.  In the event Tenant timely and appropriately objects in writing to
the Fair Market Rent initially determined by Landlord, Landlord and Tenant shall
attempt to agree upon the Fair Market Rent, using their best good-faith efforts.
If Landlord and Tenant fail to reach agreement within ten (10) business days
following Tenant's objection to the Fair Market Rent (the "Outside Agreement
Date"), then each party shall submit to the other party a separate written
determination of the Fair Market Rent within fifteen (15) business days after
the Outside Agreement Date, and such determinations shall be submitted to
arbitration in accordance with Sections 19.4.1 through 19.4.7 below.  Failure of
Tenant or Landlord to submit a written determination of the Fair Market Rent
within such fifteen (15) business day period shall conclusively be deemed to be
the non-determining party's approval of the Fair Market Rent submitted within
such ten (10) business day period by the other party.



	Landlord and Tenant Arbitrators.  Landlord and
Tenant shall each appoint one arbitrator who shall by profession be an
independent real estate broker who shall have no ongoing business relationship
with Tenant or Landlord and who shall have been active over the five (5) year
period ending on the date of such appointment in the leasing of first-class
office buildings in the Dublin, California area.  The determination of the
arbitrators shall be limited solely to the issue of whether Landlord's or
Tenant's submitted Fair Market Rent is the closest to the actual Fair Market
Rent as determined by the arbitrators, taking into account the requirements of
Section 19.2.  Each such arbitrator shall be appointed within thirty (30) days
after the Outside Agreement Date.


	Third Arbitrator.  The two (2) arbitrators so
appointed shall within ten (10) days of the date of the appointment of the last
appointed arbitrator agree upon and appoint a third arbitrator who shall be
qualified under the same criteria as set forth hereinabove for qualification of
the initial two (2) arbitrators.


	Arbitrator's Decision.  The three (3) arbitrators
shall within thirty (30) days after the appointment of the third arbitrator
reach a decision as to whether Landlord's or Tenant's submitted Fair Market Rent
is the closest to the actual Fair Market Rent, and shall use the closest of
Landlord's or Tenant's submitted Fair Market Rent as the Fair Market Rent for
purposes of calculating the Option Rent, and shall notify Landlord and Tenant
thereof.


	Binding Decision.  The decision of the majority of
the three (3) arbitrators shall be binding upon Landlord and Tenant.


	Failure to Appoint Arbitrator.  If either Landlord
or Tenant fails to appoint an arbitrator within thirty (30) days after the
Outside Agreement Date, the arbitrator appointed by one of them shall reach a
decision, notify Landlord and Tenant thereof, and such arbitrator's decision
shall be binding upon Landlord and Tenant.


	Failure of Arbitrators to Agree.  If the two (2)
arbitrators fail to agree upon and appoint a third arbitrator within the time
period provided in Section 19.2 above, then the parties shall mutually select
the third arbitrator.  If Landlord and Tenant are unable to agree upon the third
arbitrator within ten (10) days, then either party may, upon at least five (5)
days' prior written notice to the other party, request the Presiding Judge of
the Alameda County Superior Court, acting in his private and nonjudicial
capacity, to appoint the third arbitrator.  Following the appointment of the
third arbitrator, the panel of arbitrators shall within thirty (30) days
thereafter reach a decision as to whether Landlord's or Tenant's submitted Fair
Market Rent shall be used and shall notify Landlord and Tenant thereof.


	Arbitration Costs.  The cost of the arbitrators
and the arbitration proceeding shall be paid by the non-prevailing
party.


	PARKING.  Landlord shall
provide, for the initial term of the Lease and any extensions thereof, a minimum
of four (4) parking spaces per each one thousand (1,000) Rentable Square Feet of
space in the Building then leased by Tenant, including any space leased by
Tenant pursuant to Section 21 below, which, based upon the initial rentable
square feet of the Premises, is equal to seventy (70) parking spaces.  There
shall be no charge for parking during the initial Term and any such charge
during the Option Term, if any, shall be based on the then current market for
the vicinity surrounding the Project.


	SATELLITE LICENSE
AGREEMENT.



	License for Antenna.
Subject to the terms and conditions set forth in this Article 21, Landlord
hereby grants to Tenant a non-exclusive license (the "License") to use an area
on the roof of the Building as determined by Landlord subject to Tenant's
reasonable approval (the "Licensed Area") for the installation, maintenance and
use of a satellite dish and any other related equipment which shall in no event
be visible from the ground level of the exterior of the Building and which is
described on Exhibit "H" attached hereto ("Equipment").  Landlord agrees to
provide Tenant with reasonable riser space and perform other preparation work on
the roof in order for Tenant to install the Equipment and Tenant shall have the
nonexclusive right to use the vertical shafts and horizontal railways of the
Building for cable connecting the Equipment with the Premises.  Tenant and
Tenant's representatives shall have access to the Licensed Area upon not less
than twenty-four (24) hours' prior written notice or less in the case of
emergency to the engineer of the Building for the purpose of installing,
maintaining, and repairing the Equipment.


	Term of License.  The term
of this License shall be identical to the Lease Term, subject to sooner
termination or extension of the Lease as provided herein.  Tenant agrees and
acknowledges that any termination of this Lease will automatically terminate the
License without any further or additional act by Landlord.


	No Rent or Fee for License for
Initial Lease Term.  Landlord will not charge Tenant any rent or any fee to
use the Licensed Area during the Initial Term or any Option Term.


	Utilities.  Tenant agrees
to pay for all utility service furnished in connection with Tenant's use of the
Equipment above five and a half (5.5) watts [LANDLORD TO CONFIRM], connected
load, per rentable square foot of the Premises.  Landlord may elect to permit
Tenant to connect to Landlord's existing electrical panel serving the roof to
draw therefrom normal electrical power for ordinary use of the Equipment.  At
Landlord's election, Tenant shall pay all of Landlord's reasonable electrical
utility charges for such use.  Upon Landlord's request, Tenant shall, at its
sole cost, separately meter the use of electricity by the
Equipment.


	Maintenance and Repairs.
Landlord shall not be required to make any changes, improvements or alterations
to the Licensed Area, except for the repair of latent defects which shall be
Landlord's responsibility and at Landlord's sole cost, and except to the extent
required by the provisions of Section 21.7 below, Tenant shall, at Tenant's sole
cost and expense, maintain the Equipment in good order and repair throughout the
term of this License.


	Non-Interference of
Equipment.  Tenant warrants and represents that the Equipment shall not
unreasonably interfere with Landlord's or Landlord's other tenants' use and
enjoyment of (a) the Building's electrical system, air conditioning system,
television system, emergency power generation, elevators and other Building
equipment or (b) any computer, data processing, word processing or other
electrical device located in the Building.  Any such interference shall be
corrected at Tenant's sole cost.  If operation of the Equipment interferes with
any other systems or equipment in the Building then, within fifteen (15)
business days following written notice from Landlord to Tenant of such
interference, Tenant shall have the option either to (i) immediately discontinue
its use of the Equipment until such compliance can be assured, or (ii)
reposition, if possible, the Equipment to a location designated by Landlord
which will remedy the situation.  If Tenant is unable to eliminate such
interference within fifteen (15) business days after Landlord's notice, then
Landlord shall have the right to terminate the license granted
hereunder.


	Damage or Injury:
Indemnification.  Landlord shall have no obligation whatsoever for the
design, installation, operation, maintenance, repair, replacement or removal of
the Equipment, other than to act in a good and workmanlike manner with respect
to the Equipment and other than to assure a location for the Equipment, which
allows the Equipment to function in accordance with its specifications and
Tenant's requirements; provided, however, that in no event shall the provisions
of this Article 21 be deemed to relieve Landlord of liability for its negligence
or willful misconduct or that of its agents, employees, or contractors.  Tenant
hereby assumes all risks of loss, damage or injury to personal property of
Tenant or Landlord occurring upon or about the Licensed Area for any cause
whatsoever arising from, or relating to the use of the Licensed Area or access
thereto by Tenant or its employees or agents and Tenant hereby waives all claims
with respect thereof against Landlord.  Tenant further agrees to indemnify and
hold Landlord harmless from and against any and all  actions arising from the
performance or lack of performance of any obligation of Tenant hereunder, or
arising from any negligent act or omission or willful misconduct of Tenant or
its employees or agents, and from all costs, attorneys' fees, expenses and
liabilities incurred in connection with any such claim or any action or
proceedings brought thereon.


	Insurance.  Tenant hereby
agrees and acknowledges that Tenant's liability insurance required to be carried
under Section 8.2 of this Lease shall apply to and insure the Licensed Area.
Additionally, in the event Tenant does not maintain insurance under Section 8.2
hereof relating to the Equipment, Tenant acknowledges that Landlord will not
carry any insurance relating to the Equipment, other than the insurance Landlord
is required to carry under Article 8, and hereby releases and discharges
Landlord from any alleged or implied obligation to replace or rebuild the
Equipment.


	Termination of License.
Notwithstanding anything to the contrary set forth herein, Tenant agrees that
this License will terminate upon the expiration or sooner termination of this
Lease, or the expiration of the applicable Option Term, pursuant to any
provision hereof.  Upon any such termination of the License, Tenant shall remove
the Equipment, provided such removal can be accomplished without material damage
to the Building or the Licensed Area.  In any event, Tenant shall be responsible
for  repairing any damage to the Licensed Area and shall surrender the Licensed
Area to Landlord in good order and repair, reasonable wear and tear
excepted.


	Other Applicable Provisions of
Lease.  Tenant agrees and acknowledges that the provisions of Articles 1, 8,
9, 10, 11, 12, 13, 14, 15, 16, 17, 18, and 19 shall apply to this License and to
the Licensed Area.  Without limiting the foregoing, Tenant acknowledges and
agrees (a) that the License granted hereunder shall be terminated in connection
with any other Transfer of the Lease, (b) that Tenant shall comply with any
reasonable, nondiscriminatory rules and regulations as may be adopted from time
to time by Landlord relating to the Licensed Area and other areas licensed by
Landlord for telecommunications equipment, (c) that the installation and
maintenance of the Equipment shall be in compliance with all laws, rules and
regulations of the City of Dublin and other governmental entities and regulatory
agencies having jurisdiction over such matters, (d) that Tenant agrees to pay
all fees or taxes resulting from the installation, alteration, maintenance or
removal of the Equipment and (e) that no Alterations shall be made to the
Equipment without Landlord's consent, in Landlord's  reasonable
discretion.

IN WITNESS WHEREOF, the parties have executed this Lease as
of the date set forth above.

"LANDLORD"CREEKSIDE SOUTH TRUST,

a Maryland business trust

By:  ____/s/ _____________________

Name:  Daniel D'Aniello

Title:  Managing Partner

 

"TENANT"ALLSTATE INSURANCE COMPANY,

an Illinois corporation

By:  ____/s/ _____________________

Name:      William B. Moston

Its: Asst. Vice President, Corporate Real Estate & Construction

By: _______________________

Name: ________________________

Its:  __________________________


















EXHIBIT "A"

PREMISES

















EXHIBIT "B"

WORK LETTER

Tenant acknowledges and agrees that the Premises have
previously been constructed, and is satisfactory and shall be accepted by Tenant
in its "AS IS" condition as of the date of execution of this Lease and on the
Lease Commencement Date; provided, however, that Landlord shall construct
certain modifications to the interior of the Premises pursuant to the Approved
Working Drawings in accordance with the following provisions of this Tenant Work
Letter.

SECTION 1

CONSTRUCTION DRAWINGS FOR THE PREMISES

By December 31, 1998, Landlord and Tenant will
approve a detailed space plan for the construction of certain improvements in
the Premises (the "Final Space Plan").  Based upon and in conformity with the
Final Space Plan and Allstate Real Estate and Construction Outline
Specifications dated October 1, 1997 (the "Specifications"), within five (5)
days of the approval of the Final Space Plan, Tenant shall cause its architect
and engineers to prepare and deliver to Landlord and Tenant, for both party's
approval, detailed specifications and engineered working drawings for the tenant
improvements shown on the Final Space Plan (the "Working Drawings").  The
Working Drawings shall incorporate modifications to the Final Space Plan as
necessary to comply with the floor load and other structural and system
requirements of the Building.  To the extent that the finishes and
specifications are not completely set forth in the Final Space Plan for any
portion of the tenant improvements depicted thereon, the actual specifications
and finish work shall be in accordance with the Specifications.  Within five (5)
business days after Tenant's receipt of the Working Drawings, Landlord and
Tenant shall approve or disapprove the same, which approval shall not be
unreasonably withheld; provided, however, that Tenant may only make specific
changes which do not constitute changes which would result in any of the
circumstances described in items (i) through (ii) below.  Tenant shall cause its
architect and engineers to revise the Working Drawings to incorporate required
revisions and submit the same for Landlord's approval in accordance with the
foregoing provisions, and the parties shall follow the foregoing procedures for
approving the Working Drawings until the same are finally approved by Landlord
and Tenant.  Upon Landlord's and Tenant's approval of the Working Drawings, the
same shall be known as the "Approved Working Drawings".  Once the Approved
Working Drawings have been approved by Landlord and Tenant, Tenant shall make no
changes, change orders or modifications thereto without the prior written
consent of Landlord, which consent may be withheld in Landlord's sole
discretion, if such change or modification would: (i) directly or indirectly
delay the Substantial Completion of the Premises; and/or (ii) require any
changes to the base, shell and core work or structural improvements or systems
of the Building.  The Final Space Plan, Specifications, Working Drawings and
Approved Working Drawings shall be collectively referred to herein as, the
"Construction Drawings".  The tenant improvements shown on the Approved Working
Drawings shall be referred to herein as the "Tenant Improvements".

SECTION 2

CONSTRUCTION AND COSTS

Within ten (10) days of the approval of the Approved
Working Drawings, Tenant and Landlord shall select a general contractor (the
"Contractor") through a competitive bid process whereby Landlord shall submit
the Construction Drawings to three (3) contractors of which Tenant may select at
least one (1) contractor which must be a contractor which is licensed in the
State of California, can be bonded, and can provide references on other
commercial work which such contractor has performed.  Landlord shall cause the
Contractor to (i) obtain all applicable building permits for construction of the
Tenant Improvements, and (ii) construct the Tenant Improvements as depicted on
the Approved Working Drawings, in compliance with such building permits and all
applicable laws in effect at the time of construction, including all
environmental laws and the Americans with Disabilities Act, and in good
workmanlike manner.  Landlord shall pay for the cost of the design and
construction of the Tenant Improvements, including space planning, engineering,
construction drawings, signage, a two and one-half percent (2.5%) construction
supervision fee, and any necessary permits, in an amount up to, but not
exceeding, Five Hundred Nineteen Thousand Four Hundred Fifty Dollars
($519,450.00) which is equal to Thirty Dollars ($30.00) per Rentable Square Foot
of the Premises (the "Tenant Improvement Allowance"); provided, however, that
the Tenant Improvement Allowance shall not be used to pay the traffic impact fee
which shall be paid separately by Landlord.  Tenant shall pay for all costs in
excess of the Tenant Improvement Allowance, which payment shall be made to
Landlord in cash within ten (10) days after Tenant's receipt of invoice therefor
from Landlord.  In no event shall Landlord be obligated to pay for any of
Tenant's furniture, computer systems, telephone systems, equipment or other
personal property which may be depicted on the Construction Drawings; such items
shall be paid for by Tenant.  Tenant shall be entitled to receive as a credit
against Rent any portion of the Tenant Improvement Allowance not used to pay for
the cost of the design and construction of the Tenant Improvements.

SECTION 3

DELAY IN SUBSTANTIAL 

COMPLETION OF THE TENANT IMPROVEMENTS

Delay of the Substantial Completion of the Premises.
If there shall be a delay or there are delays in the Substantial Completion, as
defined in Section 2.1 of the Lease, of the Premises as a direct, indirect,
partial, or total result of any of the following (collectively, "Tenant
Delays"):

3.1Tenant's failure to timely prepare and/or approve the
Final Space Plan, the Working Drawings, and the Contractor or any other matter
requiring Tenant's approval;

3.2A breach by Tenant of the terms of this Work Letter or
the Lease;

3.3Tenant's request for changes in any of the
Construction Drawings;

3.4Tenant's requirement for materials, components,
finishes or improvements which are not available in a commercially reasonable
time given the estimated date of Substantial Completion of the Premises, as set
forth in the Lease, or which are different from, or not included in, Landlord's
standard improvement package items for the Building;

3.5Changes to the base, shell and core work, structural
components or structural components or systems of the Building required by the
Approved Working Drawings; or

3.6Any other acts or omissions of Tenant, or its agents,
or employees;

then, notwithstanding anything to the contrary set forth in
the Lease and regardless of the actual date of Substantial Completion, the Lease
Commencement Date (as set forth in the Basic Lease Information) shall be deemed
to be the date the Lease Commencement Date would have occurred if no Tenant
Delay or Delays, as set forth above, had occurred.

SECTION 4

MISCELLANEOUS

Provided that Tenant and its agents do not interfere
with Contractor's work in the Building and the Premises, Contractor shall allow
Tenant access to the Premises thirty (30) days prior to the Substantial
Completion of the Premises for the purpose of Tenant installing overstandard
equipment, furniture or fixtures (including Tenant's data and telephone
equipment) in the Premises.  Prior to Tenant's entry into the Premises as
permitted by the terms of this Section 4, Tenant shall submit a schedule to
Landlord and Contractor, for their approval, which schedule shall detail the
timing and purpose of Tenant's entry.  Tenant shall hold Landlord harmless from
and indemnify, protect and defend Landlord against any loss or damage to the
Premises or Property and against injury to any persons caused by Tenant's
actions pursuant to this Section 4.

 

Revision:  October 1, 1997

Supersedes Rev. 10/1/96 &

7/1/95

R.O., M.C.O., Legal

ALLSTATE

CONSTRUCTION OUTLINE SPECIFICATIONS FOR OFFICES

I.CONSTRUCTION DOCUMENTS -

A.It shall be the responsibility of the Lessor to have
prepared all Construction Documents necessary for the construction of the
project.  Both the documents and the completed project shall comply with all
applicable building and zoning ordinances, state and Federal laws including the
Americans with Disabilities Act (ADA) and shall incorporate relevant
Underwriters Laboratories (UL) and Commerce & Industry Insurance Company
recommendations.

B.Construction shall not commence until the Construction
Documents, cost and construction schedule are reviewed and accepted by the
Allstate Insurance Company, Home Office Real Estate and Construction Department,
also referred to as the "Lessee."

C.Construction Documents prepared on CAD (preferably
AutoCad, release 13) shall include a furniture plan and complete interior
finish schedule with finishes selected from the Allstate standard finish
selections.  The schedule shall include the location and manufacturer of all
finishes as well as a detailed specification.  Complete HVAC, electrical, voice
& data, plumbing and fire protection drawings shall be provided prior to
start of construction.  The cost of all Construction Documents and
specifications shall be borne by the Lessor.  A complete record set of "as-
builts" showing floor plans as well as the systems that directly affect the
leased space shall be furnished to Lessee at the completion of build-out.  "As-
built" drawings shall be submitted on a 3-1/2" computer disk compatible with the
latest version of AutoCad.  As-built drawings shall also include equipment
schedules showing manufacturers model numbers, critical data and test
results.

D.Landlord shall warrant the new system installations,
including all components, against defects and deficiencies for a period of one
(1) year after lease commencement of the leased premises.  It is the intent
of this specification to require complete building systems whether or not all
components are individually referred to in this specification.

II.INTERIOR CONSTRUCTION -

A.Interior Partitioning:

1.Partition framing shall be 3-5/8" metal studs 16" O.C.
All demising walls between this tenant space and other tenant spaces, and
between this tenant space and corridors, shall contain full thick acoustic
insulation and extend to structure.  Demising walls shall also be provided
around the large double conference room, and around any space adjoining the
employee lounge/cafeteria.  Movable or demountable partition systems are not
acceptable.  In Regional Offices demising walls shall be provided around
and between the Vice President's office and conference room.

2.Gypsum board shall be 5/8" thick with all joints taped.
Edges of all wallboard shall occur over framing members.

3.Doors shall be 8'-0" height.  All door frames and
conference room glass frames (if any), shall be constructed of prefinished
aluminum, hollow metal, or hardwood to match doors.

4.Doors shall be 1-3/4" thick, flush wood solid core with
hardwood veneer face suitable for natural finish.

5.Hardware shall include lever-style locksets and
latchsets.  Storage and conference rooms as well as the supply room, mail room,
phone room and learning center doors shall have locksets.  (See Exhibit "B"
for Security Details)

6.Moveable panel walls shall be Kwik Wall Series 2040
panels having an STC rating of 48, or Allstate approved equal.  Finish for Kwik
Wall shall be color coordinated with the paint colors selected for the
surrounding room and shall be submitted to Allstate for approval.  Wallcovering
to be factory installed on moveable panel walls.  Provide sound rated bulkhead
above, and where necessary at the sides of the panel wall, with STC rating equal
to wall.  (For Regions and MCO's only.)

B.Acoustical Lay-in Ceilings:

1.Acoustical tile shall be nominal 24" x 24" x 5/8" lay-
in, tegular-edged textured ceiling tile, white finish, supported in a white
finish 15/16" grid.

2.Grid system shall be installed in accordance with the
Lessee approved reflected ceiling plan.

3.Ceiling height shall be 9'-0".

III.INTERIOR FINISHING -

A.Painting:

1.Interior walls to be painted shall receive prime and
finish coats of eggshell enamel finish, as manufactured by Pratt and Lambert,
Benjamin Moore, or comparable quality manufacturer.

2.Ferrous metals shall be primed and then painted with
two (2) coats Alkyd eggshell enamel.

3.The Lessee will select stain color for doors.  Hardwood
trim, if any, shall receive matching finish.  All stained wood shall receive 2
coats of satin finish varnish.

Paint Schedule per Office Type:

Regional Office

The following rooms or areas shall receive one prime coat
and two finish coats of the specified paint:

 Storage rooms

 File room

 Supply room

 Mailroom

 Coat closets

 Telecommunication room

Market Claims Office

All rooms and spaces, except Reception area, shall
receive one prime coat and two finish coats of the specified paint.

Legal Office

The following rooms or areas shall receive one prime coat
and two finish coats of the specified paint:

 Storage rooms

 File room

 Supply room

 Mailroom

 Coat closets

 Telecommunication room

B.Wall Covering:

Wall covering shall be provided on the walls as listed in the
wall covering schedule.  The wall covering material shall be the product that is
manufactured by:

 Lanark:  Ridgeley Type II

 Genon:  Cathay Type II

 Tower Contract (J.M. Lynne):  Celinni Type I

 MDC/Essex 54 Commercial:  Malaya
Type II

Type II wall covering shall be used in the general office
areas.  Type I wall covering shall only be used in the private offices and
conference rooms.

The Vice President's suite, which includes the Vice
President's office, secretary and the Vice President's conference room shall be
a contract grade textile wall covering.  This material shall be hung in
accordance with the manufacturer's instructions on primed surfaces only.

Typically, there may be four to six wall coverings scheduled
for the general office area and two to three wall coverings scheduled for the
lunchroom.  The lunchroom will be a different color scheme from the office
space.  Vinyl shall be hung in accordance with the manufacturer's instructions
on primed surfaces only.

Wall Covering Schedule per Office Type:

Regional Office

All rooms and spaces shall receive wall covering, except
those listed above to receive paint

Market Claims Office

Only the Reception area shall receive wall covering.

Legal Office

All rooms and spaces shall receive wall covering, except
those listed above to receive paint.

C.Woodwork:

In Regional Offices only wood base & ceiling crown
molding shall be provided in Lobby, Vice President's Office, Vice President's
conference room, and V.P. secretary's space, and shall be finished as specified
for doors.  Profile of moulding to be approved by Lessee.

D.Resilient Flooring:

1.Vinyl composition tile shall be 12" x 12" x 1/8" as
manufactured by Armstrong, Kentile, Azrock, Johns-Manville or other Lessee
approved equal.

2Base shall be 4" rubber with cove.

3.Cafeteria vending area, supply, storage and
Telecommunication room shall have vinyl floor tile.

E.Carpeting:

1.The carpet shall be the following product that is
manufactured by Bentley Mills.  Alternate product should not be substituted.

 Wallasey Loop:  Field carpet
throughout office areas.

 Castle Bay 38:  Accent and borders
to be used in Conference rooms, meeting rooms and reception area.

 Magna Carta:  to be used in the
Lunch/Break room.

 Somerset:  Regional Vice President
suite.

To ensure competitive pricing, the above product should be
purchased through the following source:

Noland Sales

111 S. Fairbanks

Addison, Illinois  60101

Contact:  Mike Ryan (630) 628-1500

4" rubber cove base shall be provided throughout the general
office area and Lunch/Break room.

2.In Regional Offices only, the Vice President's
office, conference room and secretarial area shall have cut pile 1/10 inch gauge
construction broadloom carpeting with a minimum face weight of 40 oz., yarn dyed
or solution dyed nylon, installed over pad.  Carpeting shall have anti-shock
protection for the life of the carpet and have a manufacturer's five-year
limited warranty against wear.  Stripes, borders or other design features shall
be provided as necessary to achieve the appearance required by the Lessee.

3.Deviation from the above guidelines may only be made
following Lessee approval of the proposed substitute product.

F.Kitchen Equipment:

1.Provide 15 linear feet of plastic laminate faced
kitchen cabinets comprised of 24 inch deep base cabinets and 12 inch deep, 30
inch high wall cabinets.  Wall cabinets shall be set 30 inches over the counter.
Provide post-formed plastic laminate counter top.  Provide refrigerator,
disposal, dishwasher and undercounter ice maker within the 15 feet.  Design
shall be ADA compliant.

2.Appliance Requirements:

* See Mechanical/Electrical for Utility Services.

	
Refrigerator:
	
18 cu. ft. high efficiency CFC free without ice maker.

	
Microwave Oven:
	
Provide two units, 1.2 cu. ft. (approx.), both to be built
into the upper cabinets, bottom of units shall be mounted 18" over the top of
the counter.

	
Sink:
	
Elkay.  Double-bowl, stainless steel with single ADA
compliant lever handle swivel faucets.

	
Hot Water Dispenser:
	
Install instant high temperature (minimum 190 degree) hot
water dispenser, at least 1/2 gallon per hour capacity.

	
Ice Maker, Disposal:
	
Submit specification for Lessee approval.






3.Vending Area:Rough-ins and over-counter service
receptacles

G.Electric Water Cooler:

Electric water coolers shall be installed at a rate of one
for each 15,000 sq. ft. of net usable area in addition to one in the employees'
lounge.  Half of all electric water coolers, or more if dictated by Code, shall
be ADA compliant.  New coolers shall be CFC free.  Units shall be wall mounted
and deliver at least 3 gallons per hour.

H.Electric Projection Screens:

Projection screens shall be 70" x 70", electrically operated
120 volt, 1.13 amp units, with matte white picture surface as manufactured by
Da-Lite Corporation, Model "Board Room," in Regional Office conference rooms
only.  All other screens shall be manually operated version meeting the same
criteria for size and picture surface previously described.  Provide a screen in
each of the two large conference rooms (both sides if split by movable
partition) as well as Claim Manager's, conference room or in Regional Offices
only, the VP conference room.  Method of installation shall be above
ceiling, offset mounting; door set flush with ceiling tile and painted to match
ceiling.  See "Electrical Systems" for related lighting and power
requirements.

I.Mini Blinds:

Mini blinds shall be provided by Lessor for all exterior
windows.  Color selection to be acceptable to Lessee.

J.Roof/Exterior Wall insulation:  (for new
construction)

Roof Insulation:  Minimum of R-33 with insulation and
effective vapor barrier installed as part of the roof construction or tight to
the underside of the roof deck if underside needs vapor barrier.

Exterior Wall Insulation:  Minimum of R-19 with vapor barrier
installed at interior side.

Thermal glazing shall be utilized in all exterior windows

K.Toilet Rooms:

Toilet Rooms shall be ADA compliant; designed with wall-hung
fixtures (water closets, urinals, sinks), and ceiling-hung toilet partitions.  A
minimum of two urinals shall be provided (one ADA compliant).  See "Mechanical
Systems" for fresh air and exhaust requirements.  A floor drain shall be
provided in each toilet room, placed near the water closets, under the
partitions.

L.Exterior Entrance Doors:

At least one leaf of each entrance door (including Drive-In)
shall be constructed with a power-assisted door opener and signage to meet the
ADA requirements.  See Exhibit "B" for access control requirements.

IV.MECHANICAL SYSTEMS -

A.Heating, Ventilation and Air Conditioning (HVAC):

1.Heating systems shall be capable of maintaining 72
degrees Fahrenheit in all spaces at ASHRAE 99% design winter conditions.  In
areas with 5,000 or more degree days per year, the heating system shall include
hot water perimeter radiant heat below windows.  Alternate systems shall be
reviewed by Allstate.  If electric heat is proposed, projected operating costs
shall be provided.  The use of dual, triple or high performance glazing does not
negate this requirement.

Entry vestibules from the outside shall be heated.

2.Cooling systems shall be capable of maintaining 75
degrees Fahrenheit in all spaces at ASHRAE 1.0% dry and wet bulb design summer
conditions.  Relative humidity shall not exceed 50% at any time.

3.HVAC Zones.  Conditioned air shall be delivered through
an overhead exterior wrapped insulated sheet metal duct system with a series of
zone control terminal boxes.  Fiberglass duct is not acceptable.  Separate zones
shall be provided for interior and exterior spaces.  Dissimilar functional areas
shall not be in a common zone.  Zones shall not exceed 1,200 square feet.  Zones
shall include:

a.All conference rooms to include each side of the split
conference rooms.

b.Lounge and eating areas.

c.Copier/Printer rooms.

d.Corner rooms/offices.

e.Telecommunication equipment rooms.

f.Lobby.

g.RVP/Manager's suite.

h.Learning Center/ALSTAR Rooms.

Maximum diffuser design shall not exceed 300 CFM.  The
maximum length of flexible duct to diffusers shall be 6'-0".  Plenum return air
paths shall be confirmed for the proper air flow.  Return air from each room
shall be through the ceiling plenum or ducted.

4.Allstate's internal design heat load is as follows:

a.Lights and equipment:  7 watts/SF usable (1.5
light, 5.5 power).

b.People:  1 person/150 sq. ft. usable space.

The minimum cooling system capacity for Allstate's space
shall be a maximum of 350 sq. ft. of usable area per ton of cooling.

5.The Communication and Data (Telecommunication)
equipment room shall be cooled 24 hours per day.  This area shall be cooled from
a dedicated zone off the building system at a rate of one ton per 150 square
feet.  Also, a backup and after hours method of cooling shall be provided.  This
system shall be a Liebert "Mini-Mate", "Mini-Mate Plus", or Allstate approved
equal.  The system may reject heat to the ceiling plenum if the plenum is large
enough to dissipate heat for at least three days continuous operation.
Otherwise, a split DX system with heat rejected to the outdoors must be used.
The unit need not include humidity control.  Provide effective gravity
condensate drain to the sanitary drain system.

6.Ventilation systems shall be designed to provide a
circulation rate of at least one CFM per sq. ft. rentable and a minimum of 20
CFM fresh outside air per person in accordance with the latest ASHRAE
Performance Guide standards for office occupancies.  Office carbon dioxide
levels shall remain below 1000 ppm during the normal business day.  System noise
levels shall not exceed an N.C. of 40 in the work space.

7.A balancing report shall be provided at the completion
of project, from an independent, certified air/water balancing company.

8.Provide HVAC for Claims Learning Center capable of
maintaining 72 degrees Fahrenheit under the previously mentioned ASHRAE design
conditions.  The design internal heat load per station is: 1,200 BTUH - PC
equipment per station; 300 BTUH sensible, people; heat load from lights per
actual locations; external heat loads per actual locations.  The number of
stations shall be as directed by Allstate.

9.Dedicated Allstate washroom facilities exhaust shall be
two CFM/square foot or code requirements if greater.  Supply air shall be ducted
in to each washroom.

10.See Exhibit "C" for Garage HVAC requirements.

11.In new construction easy access for maintenance shall
be provided to all the mechanical and electrical equipment.  Ladders or
stairways shall be provided to penthouse or rooftop equipment spaces.

B.Fire Protection:

1.Recessed fire extinguisher cabinets with "ABC" type
extinguishers shall be installed as required by local fire marshall and/or code.
One fire extinguisher shall also be located in each electrical closet,
communications/data room and the lounge/kitchen space.

2.Smoke detectors shall be furnished in the
Telecommunication Room, kitchen/vending area, file/storage and electrical
closets and shall be connected as separate zones to the building's fire alarm
system (if a central system exists) or to local alarms as required.

3.Demised spaces shall be furnished with a wet pipe fire
protection system having semi-recessed sprinkler heads throughout.

C.Other Mechanical Services:

Provide the following services for the appliances and
equipment discussed in Section III.

* All plumbing connections shall be copper tubing.

	
1.(Two) Microwave ovens:
	
Ventilation to the ceiling plenum.

	
2.Sink with disposal:
	
Valved hot/cold water and drain.

	
3.Hot water dispenser:
	
Valved cold water.

	
4.Ice maker:
	
Valved cold water.

	
5.Vending area:
	
Valved 1/2" water supply.

	
6.Counter:
	
Valved 1/2" water supply, under counter for use with coffee
maker or similar device.

	
7.Water Coolers:
	
Valved cold water and drain.






V.ELECTRICAL SYSTEMS -

A.Power:

1.Provide two (2) isolated ground duplex, 20 amp, 120
volt receptacles for each workstation position.  "Workstations" shall be defined
as furniture positions (indicated by voice/data/power services) in open areas,
in private offices and in designated rooms as noted on Lessee's approved plans.
No more than two (2) "workstations" shall be serviced by one circuit.
"Workstations" shall be serviced from isolated ground, surge and spike protected
panels (see Exhibit D), via isolated ground circuits with dedicated neutral
wires per phase.  (IEEE Standards recommend a dedicated neutral conductor and a
dedicated ground conductor for each circuit.)  The three phase power serving
these panels shall be from a K13 rated or an oversized transformer and shall
include oversized neutral conductors for electronic loads.  "Workstation" power
receptacles installed in walls shall be mounted 6" above the finished floor and
shall be coordinated with the architectural finishes for color and location.
Housekeeping and miscellaneous electrical receptacles shall be spaced so one
exists within 50 feet of any point on the plan.  These receptacles shall be fed
from panels other than those serving the workstations and shall comply with the
latest local, NEC and ADA requirements.  Twenty percent design load for spare
circuits shall be provided in all power panels for future requirements.  Power
poles, undercarpet tape and infloor conduit systems are not acceptable means of
distribution.

2.Electrical design loads for lighting and receptacle
power in the Allstate usable space shall be able to accommodate up to 7.0 watts
per square foot.

3.Dedicated Power:  Dedicated power circuits, with
the appropriate NEMA configuration receptacles, shall be provided at the points
indicated on the Lessee approved plan for equipment, i.e., copy machines,
LAN/WAN/ servers and dedicated HVAC equipment.

4.Each Learning Center workstation shall have a
dedicated circuit with two duplex 20 amp, 120 volt receptacles.

5.Provide power, for the appliances and equipment
discussed in Section III, per manufacturer's recommendations.

	a.Refrigerator:

	
One 120V, 20 amp dedicated circuit terminated in a duplex
receptacle at 36" AFF.

	b.Microwave Ovens (Two):

	
Each, 120V, 20 amp dedicated circuit terminated in a duplex
receptacle approximately 44 inches AFF.  Provide power and switch to ventilation
system.

	c.Hot Water Dispenser:

	
Provide 120V or 208V power per manufacturer's
specifications.

	d.Provide the appropriate 120 volt power, thermal
protection and controls, per manufacturer's specifications or as indicated on
the Lessee's approved drawings, for:


	(1)Ice Maker - hardwired or NEMA plug

(2)Disposal - hardwired with wall switch control

(3)Water Coolers - hardwired


	e.Projection Screens - See Paragraph III H.
Provide recessed mounted control switch at room lighting switches or at room
corner closest to the screen.


	f.Projectors.  See Paragraph III H.  Provide a
flush mounted receptacle in the floor 8 to 10 feet in front of screens.


	g.Vending:

	
Provide four 120V, 20 amp duplex receptacles with a maximum
of two duplex receptacles per one 20 amp circuit at 15" AFF.

	h.Kitchen Counter:

	
Provide four ground fault (GFIC) protected duplex receptacles
with a maximum of two duplex receptacles per 20 amp circuit, equally spaced
across the counter top and 6 to 8 inches above the counter top.






B.Lighting:

1.The interior lighting system shall comply with the
National Energy Policy Act of 1992 and local codes, and shall be sufficient to
provide 70-75 maintained footcandles of evenly distributed fluorescent
illumination measured at 30" above the finished floor.  Fixtures shall be 2' x
4' parabolic lenses with 18 or 27 cell 3" deep or greater, either 120 or 277
volts, electronic ballast with 3-T8, 3500°K lamps.  Fixture spacing shall be 8'-
0" on-centers or calculated point-to-point, with perimeter fixtures placed so
that none is further than three feet (3'-0") from adjacent walls.  Existing
fixtures that are reused shall be cleaned, relamped and reballasted.
Fluorescent, PL, MR or PAR down and wall wash fixtures shall be provided in the
reception lobby, conference rooms and, in Regional Offices RVP suites.  See
Exhibit "C" for garage lighting.  Provide one recessed narrow beam
incandescent downlight with recessed slide dimmer at each overhead projector
screen location, for illumination for the operator.  The downlight shall be
installed in the ceiling 8 to 10 feet in front of the screen with the dimmer
control located at the room's lighting control (switch) or adjacent to the
screen power switch.  See Paragraph III H.

2.Night lighting/emergency lighting shall be provided
where indicated on the Lessee's approved plans.  Emergency exit lighting shall
be spaced throughout the area to conform with local codes and requirements.
Toilet rooms shall have continuous burning emergency light.  Individual
batteries or a generator set shall provide power for the system.

3.Light switches shall be provided at each entrance to
rooms.  The 2' x 4' fluorescent lighting in open areas shall be controlled from
a bank of wall switches, from motion detectors or from a contactor.  No
illumination is to be directly controlled from a circuit breaker panel.
Conference rooms, training rooms and meeting rooms shall be controlled overall
by motion detectors and shall have the capacity of lowering the lighting levels
within the room and in front of the screen by means of switching the overhead
lamps.  Control device locations and cover plates shall be coordinated with
architectural finishes.

4.The exterior lighting for the tenant parking shall have
a minimum average lumination of 2.0 footcandles overall and 5.0 footcandles
lumination near the building with minimal levels of .5 footcandles at the
perimeter.

C.Telecommunications Support:

1.The electrical contractor shall furnish and install
boxes, raceways, conduits and monuments at "workstation" locations indicated on
the approved floor plans to support the Telecommunication system.  Separate
telecommunication receptacle boxes located in walls shall be set level with the
power receptacle boxes.  In walls with insulation or other interference a 2" x
4" box shall be furnished with a 3/4" conduit extended to above the suspended
ceiling with a 90° bend, and plastic bushing and pull string in the conduit.
Where there is no interference, a drywall plaster ring with a pull string to
above the ceiling shall be provided.  Locations for each telecommunication
receptacle shall be coordinated with the Allstate representative and the
selected telecommunication contractor, and shall be shown on an Allstate
approved floor plan.

2.Power and Telecommunication wiring shall be provided to
each workstation.  Acceptable distribution methods are:

a.In open areas; to a floor mounted monument (Standard
Patriot Products Monument) containing both power and Telecommunication
receptacles.  Methods of distribution are:

(1)Under raised floor if it is provided in the
project.

(2)Poke through the building floor with distribution
through the plenum below.

(3)Existing "in floor duct system."

(4)New "in floor duct system."

(5)When floor monuments cannot be used, wiring through
the modular furniture, using conventional power wiring in conduit and
telecommunication cable within the furniture to surface mounted power and
communication boxes as approved by Allstate.  A maximum of six (6)
"workstations" shall be serviced from any one entry point.

NOTE:  Due to the variety of buildings the optimum system may
be a combination of the above.  The Landlord shall state very clearly the method
that is proposed for the project location.

b.In private offices or other designated rooms; to wall
mounted receptacles in conventional junction boxes, using conventional wiring
methods, fed through the walls from overhead.

(1)Power poles, under carpet tape and in-floor conduit
systems are not acceptable means of distribution.

D.Telecommunication Room's Power:

A dedicated power panel shall be provided to serve the
telephone and data systems within the Telecommunication room exclusively.  This
panel shall be surge and spike protected, unless power to the room is serviced
from any Uninterruptable Power Supply (See Exhibit E).  Distribution within the
room may be via surface mounted raceways.  Room power shall be provided for, but
not limited to, the following:

1.Dedicated, isolated ground, 20 amp, 120 volt circuits
fed from this panel shall service receptacles at the following locations:

a.At the Central Patch Panel (Item No. 17 in
Exhibit "A") racks; one circuit terminating in power strip (Wiremold 200
Plugmold 20-IG-306) installed on the back of the vertical wire management system
for each open relay rack.

b.At the telephone switch.  (Power requirements shall be
provided by the Allstate representative.)

c.At each telephone "phone mail" or similar device.
(Power requirements and receptacle configuration shall be provided by the
Allstate representative.)

d.At each controller, server, modem and/or CPU.  (Power
requirement and receptacle configurations shall be provided by the Allstate
representative.)  A minimum of one (1) receptacle for each two (2) controllers,
each server and the security main console.

2.Power and telecommunication services shall be located
for two workstations within the room to be utilized on a part-time basis.

3.A dedicated, 120V, 20 amp circuit terminated in two
separated duplex receptacles intended for printers within the room.

4.Other services prearranged or specified by Allstate.
(UPS is recommended for all equipment within the Telecommunication Room.)

A copper grounding bar, 1/4" x 2-1/2" x 24" shall be
provided on the wall near the open relay rack(s).  A #6 AWG green colored
insulated ground wire shall be installed from the bar to the derived power
system ground terminal.  Resistance at the bar shall not exceed 25 ohms.  A #6
AWG ground wire shall be connected from each rack to the bar.

VI.TELECOMMUNICATION TERMINALS-INTEGRATED WIRING
SYSTEM -

Attached hereto as "Exhibit A" is a standard outline
specification for the Allstate Integrated Wiring System referred to as the
"Telecommunication System".  This system shall become an integral part of the
Lessor/General Contractor's responsibility for installation/coordination.

Allstate Insurance Company will approve the Telecommunication
Contractor.  That contractor and Allstate will develop the "scope of work" and
associated costs for each individual project.  The selected telecommunication
contractor shall work with the General Contractor and his subcontractors to
coordinate the installation of a complete and operating telecommunications
system under EIA/TIA Standards and within the set time frame of the project.
The General Contractor shall retain project control over each of the on-site
contractors with responsibility for preparing, coordinating, supervising and
final cleaning of the construction area.  Close attention shall be paid to the
work of the electrical contractor in coordination with the Telecommunication
contractor.

VII.MANUFACTURERS:

The following manufacturers' equipment has been used
successfully on Allstate projects.  Others may be suggested for Allstate's
specific approval:

A.MECHANICAL -

1.Fans/Boxes/Condensers:

 Carrier

 McQuay

 Titus

 York

 Liebert

 Trane Corporation

2.Controls:

 Landis Gyr/Powers

 Johnson Controls

 Trane Corporation

3.Boilers:

	
 Slant-Fin
	
 Cleaver Brooks

	
 Burnham
	
 Weil-McClain

	
 HB Smith
	
 Bryan






4.Unit Heaters:

 Reznor

 Modine

5.Domestic Water Heaters:

 Rheem

 A. O. Smith

 Ruud

6.Plumbing Fixtures & Accessories:

 Kohler

 American Standard

 Sloan

B.ELECTRICAL -

1.Receptacles/Surge Protectors:

	
 Hubbell
	
 Current Technology

	
 Pass & Seymour
	
 Liebert Corporation

	
 Leviton
	
 LEA Corporation






2.Lighting Controls:

 Lutron

 Levitron

 Hubbell

 Novitas

3.Lighting:

 Columbia Lighting Products - to be reviewed by
Allstate

 Lithonia Lighting Products

i.e.  2PM3GD33218LD2771/3GEBGLCRLPS735

 Metalux/Cooper Lighting Products

i.e.  2P2GAX332S18H277EB81GL

4.Floor Monuments:

 Littco Industries, Inc. Model PFF-12BA - Available
through Mr. Gary Littrell, P.O. Box 3157, Barrington, IL 60010,
(847) 934-9500.  See Manufacturer's cut sheet supporting this
specification, separately distributed.

 Walker (with Allstate approval).

 Square D (with Allstate approval).

PATRIOT PRODUCTS

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[Two pages consisting of copy of cover page and
description of product page]



EXHIBIT "A"

VI.Telecommunication-Terminals-Integrated Wiring
System -

A.General Notes:

1.Prior to installation, detailed wiring diagrams,
material lists, and coordination drawings shall be submitted to Allstate.
Drawings shall include Telecommunication Room 1/4" scale floor plan and
elevations of rack arrangements.  Detailed as-built drawings on CAD disc (latest
revision of AutoCad), as well as wiring continuity and testing documentation,
shall be submitted upon project completion and prior to final payment.  For the
purpose of this exhibit, the "Contractor" is the Telecommunication
Contractor.

2.Throughout the entire integrated wiring system cable
holders, "D" rings, Velcro wire wraps, etc., shall be provided for wire
management along with detailed cable identification.  All cable runs shall be
run parallel to the building's column lines with vertical risers and drops.
Wiring shall present an orderly appearance above ceilings and shall be suspended
above the ceiling grid off independent hangers.  EIA/TIA working clearances
shall be maintained.

3.Installation shall conform to local, state and Federal
codes, standards and recommendations of authority having jurisdiction including,
but not limited to NEC, UL, IEEE, CSA, NEMA, EIA/TIA, BICSI, ANSI.

B.At each workstation location, receptacles
(jacks) for telephone and data connections shall be wired via a two "unshielded,
four twisted pair" cabling system.  Where telephone and data receptacles are
wall mounted wiring shall be through junction boxes or drywall rings provided by
the electrical contractor.  Where workstations are in open areas, away from
walls, floor monuments shall be provided at each location by the electrical
contractor.  Necessary conduit, floor coring or other systems for wiring
distribution shall be provided by the electrical contractor.  (See Paragraph V.
C. in the basic specification.)  Power poles, surface wire raceways nor under-
carpet tape (flat wire) are not acceptable.

C.The contractor shall supply, install and test the
complete system from the CRT to the controller/server and from the telephone
instrument to the telephone switch including, but not limited to, baluns, line
cords, patch cords, jacks, plugs, boxes, conduits, patching equipment and racks.
All applicable wiring codes shall apply.  The total system test shall be
coordinated with Allstate and shall meet EIA/TIA 568A, 606, TSB-36, and TSB-40
standards for Category 5 systems.

D.Material List:

NOTE:  Data Systems are based on a 4/16 Mb token ring
Novell LAN, an IBM 3270 system configuration and a ROLM telephone switch.  For
other phone or data systems, Allstate will provide modifications to this
specification.  The equipment shown in the attached wiring diagram "Integrated
Wiring System" correspond to the item/device numbers listed below.  They shall
be new, state-of-the-art material as selected from the Manufacturers List in
Item 21.

	
ITEM
	
DEVICE
	
DESCRIPTION

	
1.
	
FFT/PC:
	
Furnished and installed by Allstate.

	
2.
	
Balun/Filter:
	
At FFT/PC.  Furnished and installed by Contractor.  Coax
balun shall be two conductor, Pins 2 & 5 active and shall have matching
impedance with the balun in item "13", Media filters shall be by AIC.
Coordinate with AIC Representative.

	
3.
	
Line Cord: 
	
Furnished and installed by Contractor.

	 	(3a)


	
Low speed data system shall be UTP, 24 AWG, 4
conductor with a 6 pin RJ11 male plug at one end and an RJ45 plug at the other,
wired per USOC pinning designation.  For Pair 1 - blue pair - Pins 4 & 5
(RJ45) and 3 & 4 (RJ11).  For 2 - orange pair - Pins 3 & 6 (RJ45) and 2
& 5 (RJ11).

	 	(3b)


	
High speed data system shall be UTP, 24 AWG, 8 conductor with
an 8 pin RJ45 male plug at each end wired to EIA/TIA 568A wiring standards.  For
Pair 1 - Pins 4 & 5 (blue).  For Pair 2 - Pins 3 & 6 (orange).  For Pair
3 - Pins 1 & 2 (green).  For Pair 4 - Pins 7 & 8 (brown).

	 	
NOTE:
	
Pin configuration shall be confirmed for each system with
Allstate.  Line cords shall be color identifiable.

	
4.
	
Telephone:
	
Furnished and installed by others (telephone contract is not
in this project scope).

	
5.
	
Line Cord
	 
	 	
(Telephone):
	
Furnished and installed by others (telephone contract is not
in this project scope).

	
6.
	
Terminal Box:
	
Floor monument and wall junction box shall be furnished and
installed by the Electrical Contractor under Section V of the basic
specification.  Communication and data material/devices shall be furnished and
installed by the Telecommunication Contractor.

	 	* Three (3) RJ45 communication jacks shall be wired off the
blue category 5 UTP four twisted pair cable.  The blue pair to be terminated on
pins 4 & 5 of a blue category 5 jack, the orange pair to be terminated on
pins 4 & 5 of an orange category 5 jack and the green and brown pairs to be
terminated on pins 4 & 5 and 3 & 6 respectively of a black category 5
jack.




	 	One (1) RJ45 communication jack shall be wired off the white
category 5 UTP four twisted pair cable.  Termination to a white category 5 jack
shall comply with 568A Standards.  The jack locations in the Patriot Monument
shall be arranged blue, orange, black and white with two (2) future jacks to be
blanked with a space block.




	 	
NOTE:
	
Plug type and pin configuration shall match the system being
installed.  (See Item No.  3.)

	 	* Alternate:  Two (2) RJ45 communication jacks shall be wired
off the blue category 5 UTP four twisted pair cable.  The blue and orange pairs
to one blue category 5 jack pinned 4 & 5 and 3 & 6 respectively and the
green and brown pairs to one black category 5 jack pinned 4 & 5 and 3 &
6 respectively.




	
7.
	
Paired Cable:
	
Furnished and installed by the Contractor.  Telephone and
low speed data cable shall be Category 5, 24 AWG, solid copper, UTP, with
EIA rating "Data Grade" with a blue outer jacket 100 ohm impedance, max. 17.0
pf/ft. capacitance and min. 44 db. N.E.X.T., SCR of 13.5 db.  Split the
termination of Pairs 1 & 2 and Pairs 3 & 4 on terminal jacks as
described in Item 6.

	 	 	
High speed Data cable shall be Category 5, 24 AWG,
solid copper, UTP with EIA rating "data grade" with white outer jacket, 100 ohm
impedance, max. 17.0 pf/ft. capacitance and min. 44 db N.E.X.T., SCR of
13.5 db.  Cable termination shall be Pair 1, 2, 3 & 4 per EIA/TIA 568A
standard.

	 	 	
Cable must comply with EIA/TIA-568, ANSI/ICEA, ASTM and IEEE
Standards.

	 	 	
The cable insulation shall be PVC or Teflon (low smoke)
depending on the installation application.  Conductor color coding shall be
standard EIA/TIA with outer jackets of the two Category 5 system cables, to be
color distinguishable (white and blue).

	 	
NOTE:
	
The cable lengths from the workstation to the patch panel
shall be limited to a maximum of 300 feet.  IBM Media Guide GA27-3714 shall be
utilized to confirm the cable lengths.  Cable runs which exceed the 300 feet
shall utilize fiber optic cable in a backbone system which shall be submitted to
Allstate for approval.  All cable runs shall be run parallel to building column
lines as specified in Section A-3.

	
8.
	
Punch Down Block:
	
Furnished and installed by the Contractor.  110 type blocks
shall be wired direct to the back of the modular patch panels and shall meet
EIA/TIA 568A standards for Category 5, TSB-40.  Alternates to be approved by
AIC.

	
9.
	
Modem:
	
Furnished and installed by Allstate.  Telephone installer to
provide dedicated telephone data lines from D-Mark to modem.

	
10.
	
Controller, Server:
	
Furnished and installed by Allstate.  Contractor to provide
stacking racks as required.

	
11.
	
N.A.
	 
	
12.
	
Data Cable/ Controller:
	
Furnished and installed by Contractor for 3270 or similar
system.  Cable shall be coax, 93 ohm, RG62 or mini type in bundles of 32 for
each controller (4 if multi-plexed).  Cables to have coax connectors at each
end.  Hydra cables are not acceptable.

	
13.
	
Data Patch Panel:
	
Shall be furnished and installed by the Contractor.  Shall be
part of item D.18 as 32 port BNC, RJ11 to coax modular patch panel including
baluns.

	 	
NOTE:
	
For other systems coordinate with Allstate.

	
14.
	
Punch Down Block:
	
Furnished and installed by the Contractor, Punch Down Blocks
66M-150 or 110 type shall serve as D-Mark for secondary wiring from the
telephone switch.  Block may be incorporated with modular patch panel.  (See
Item 18).

	
15.
	
Telephone Switch:
	
Furnished and installed by others (telephone contract is not
in the scope of this project).

	
16.
	
Punch Down Block:
	
Furnished and installed by others.  Punch Down Blocks 66M-150
or 110 type shall be D-Mark for incoming utility (telephone contract is not in
scope of this project).

	
17.
	
Central Patch Racks:
	
Furnished and installed by Contractor.  Free-standing 19" x
84" open communications rack.  Inter-panel horizontal wire managers and inter-
rack vertical wire managers as well as access cable tray shall be utilized to
facilitate wiring.  Racks shall be firmly anchored and electrically
grounded.

	 	
NOTE:
	
The number of racks shall be as designed.

	
18.
	
Modular Patch Panels:
	
Furnished and installed by Contractor.  Panels shall be
designated for the systems required.  "Telephone" patch shall be 110 or
66 block to RJ45, 96 port panels for wiring of the secondary side of the
telephone switch.  Required number of panels shall be based on the total number
of telephone extensions required.

	 	 	
"Workstation" patch panels shall be 110 or 66 block to
RJ45, 96 port panels for wiring of voice, modem and low speed data (three ports
per workstation) and a 110 or 66 block to RJ45, 96 port panels for wiring of the
high speed data (one per Workstation) patch panels.

	 	 	
"Data" patch for 3270 shall be 32 port BNC RJ11 to
coax for 3270 controllers.  Required number of patch panels shall be based on
total number of controllers.  Patch Panels shall be prewired modular patch
panels rated for a minimum of 16 mb transmission per EIA/TIA and TSB-40
standards.  (48 port panels may be used as an alternate).

	 	
NOTE:
	
Port and pin configurations shall match the system being
installed.  The quantity of modular patch panels is based on the total number of
workstations/drops, the telephone line requirements and the total number of data
controllers, for system requirements plus 20% future expansion.

	
19.
	
Patch Cords:
	
Furnished and installed by Contractor.  Cords shall be
manufacturer supplied of various lengths for the type of system installed.
Cords shall be 4 conductor, Pins 3 & 4 and 2 & 5 and 8 conductor, Pins 1
thru 8 for high speed data patches.  Patch cords for different systems shall be
color coded for ease of tracing their function.  Vertical and horizontal wire
management with D rings, or wire ties as well as detailed cabling identification
shall be provided.

	 	
NOTE:
	
Under the direction of Allstate, the contractor shall do the
initial data and phone patching, assuring that the wire management provided is
used, to provide a neat and orderly appearance.  Plug type and pins shall match
the system being installed.  Quantity of cords shall be coordinated with
Allstate.

	
20.
	
Testing, Reports, Drawings:
	
Validation of the wiring system classification shall be
documented.  Impedance, capacitance, attenuation, near end crosstalk and SCR
shall be confirmed for each wiring system as well as hardware.  Standard EIA/TIA
568A, 606 and TSB-40 shall be the base line requirements.  Category 5 high speed
data system shall be validated to 100 MB at 100 MHz for each cable run.  The
test report (two (2) copies and two (2) 3-1/2" disc) shall be provided to
Allstate.  Each workstation wire tested shall be displayed on a single sheet of
the report.  Detailed reproducible as-built drawings and CAD disc shall be
provided as part of the wiring system documentation.

	
21.
	
Manufacturers List

	 	
A.Equipment

	 	 AMP



	 	 Ortronics



	 	 Hamaco



	 	 Chatsworth Dracon



	 	 B-Line / Panduit



	 	 Nevada Western (T & B)



	 	 Siemons



	 	 Krone



	 	 Hubbell



	 	
B.Cable

	 	 Belden



	 	 Berk-Tek



	 	 AT&T



	 	 Comscope









ALLSTATE DIAGRAM

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[Integrated Wiring System October 1, 1997]

 

 

ALLSTATE DIAGRAM

Placer Page

[Telecomm Room Market Claims Office]

















EXHIBIT "B"

ACCESS CONTROL -

A.Each Allstate office shall have an access control
system to protect against unauthorized persons entering non-public areas.
Perimeter doors shall be locked during both working and non-working hours.
Interior doors as required, shall be secured.  The access requirements shall be
provided by Allstate.

B.Doors which have been designated as "Secure Employee"
and "Visitor" entrances and exits shall be controlled by electronic door locking
hardware and access control devices.  Mechanical locking devices may be used on
interior doors only.  Emergency exit and paths of egress must meet local and
national codes for safe exiting from the premises.  ADA Codes and Standards
shall be incorporated for handicap entrances and exits.

C.The access control system shall be installed by a
licensed security system contractor.  The system shall be reviewed and approved
by Allstate Real Estate and Construction prior to installation.

D.Manufacturers

1.Johnson Controls

2.Simplex

3.A.D.T.

4.Allstate approved equal


















EXHIBIT "C"

GARAGE - The following requirements shall be included in
the construction of a Drive-In inspection garage.  See "Drive-in Claims Garage
Plan" in the drawings package supporting this specification, separately
distributed.

A.Concrete floors shall be a minimum of 5" thick (3,000
psi concrete), and reinforced with 6" x 6" x #6 x #6 wire mesh and pitched to
interior floor drains located under each vehicle space.  Garage floor
shall be 6" lower than adjacent Drive-In office space and separated by a minimum
3'-0" wide walkway.  Concrete shall be sealed.  No finish shall be applied that
will cause slipping.

B.Overhead doors shall consist of 10'-0" high doors for
each drive-thru automobile stall.  All doors shall have a glazed section,
minimum of 6" high, at approximately 5'-0" above floor.  Dual electronic
controls shall be located both in the garage and in one adjuster's office, and
have three button positions, Open, Stop, and Close.
Operator must be able to view the door being closed.

C.Exterior Pedestrian Door.  One 3'-0" wide door shall be
provided for exiting from the garage toward the incoming side.  Door to have a
minimum 5" x 20" vision panel.

D.Inside surface of concrete block shall have block
filler plus two coats of enamel paint.

E.Lighting shall be fluorescent providing 75 maintained
footcandles of illumination 30" above the finished floor.  Fixtures shall run
parallel to and alongside the vehicle location to illuminate top and sides and
shall not be masked by the overhead door when opened.  One fixture shall be on
the night/emergency light circuit.  One ceiling mounted, reel type trouble light
shall be provided for each vehicle stall.

F.Weatherproof duplex outlets shall be provided
approximately 36" above floor at four locations.  Circuits shall be G.F.I.C.
protected.

G.Heating shall be provided by thermostatically
controlled unit gas heaters (or Allstate approved equal) located near the
overhead doors.  Heaters shall be provided at both ends of the garage.
Thermostats shall be in weatherproof enclosures.

H.Provide one cabinet mounted ABC fire extinguisher.

I.Provide one service sink with hot and cold water.  Hot
water shall be supplied from a wall mounted electric heater.

J.Provide one cold water freeze-proof hose bib in the
garage for wash down.

K.Conduit shall be provided for telephone connection to a
location designated by Allstate.

L.Provide and install a steel ladder with 30" x 30" roof
hatch within the Drive-In facility for access to roof.

ALLSTATE DIAGRAM

Placer Page

[Drive-In Claims Garage Plan]


















EXHIBIT "D"

TRANSIENT SURGE & SPIKE PROTECTION

The system shall protect the Allstate Facility's workstations
throughout the rentable space as well as the Telecommunication Room power
supply.  The system shall be connected in parallel to the projected loads to be
protected, individually fused and sized for the specific voltage and KVA load.
The system shall provide wide area solid state transient voltage protection and
heavy duty electronic filtering.  The TVSS shall comply with UL Standard
No. 1449 and 1283, IEEE 62.41 and NEC Article 240-21 and 110-9.

The TVSS System shall be designed with high performance,
matched and balanced MOV arrays for panel protection sized for each individual
application.  System shall monitor modes L-L, L-N, L-G and N-G with visual LED
indication.  Unit shall provide high frequency noise filtering up to 50 db
attenuation in both normal and common modes at frequencies of 100Khz to 100Mhz.
The effective speed of the sequence time shall be instantaneous with no
discernible overshoot for the applied UL test voltage and simultaneous current
wave.  The overall system shall be rated for Commercial use and carry a minimal
5 year warranty.

Recommended Vendors:

Liebert Corporation ie:  model #ACVII/111RKE for
Telecommunication Room

EFI Corporation

Current Technology, Inc.

Dynatec

LEA Corporation


















EXHIBIT "E"

UNINTERRUPTABLE POWER SYSTEM

The system shall protect the Allstate Facility's
Telecommunication Room's power supply.  (Outline Specification Section V
Paragraph D).  This system shall become an integral part of the Lessor/General
Contractor's responsibility for the installation and coordination.  Allstate
Insurance Company will purchase the system and provide all pertinent
information.

Allstate Insurance Company will supply the Vendor, equipment
model numbers and personnel contacts for the receiving, installation, startup
and coordination of the specified equipment.  The selected Vendor shall work
with the General Contractor and his Subcontractors to insure that the complete
UPS system is installed, tested and software certified at the time of startup.
The General Contractor shall retain project control over each of the on-site
contractors with responsibility for preparing, coordinating, supervising and
final cleaning of the construction area.

BASIC SYSTEM:

The UPS equipment shall be highly efficient on-line
technology that provides complete power protection from the full range of power
disturbances while keeping the protected systems on line at all times.  The
system shall have input current harmonic distortion of less than 3%, less the 60
db of audible noise, isolated neutral, internal maintenance bypass, static
transfer switch and a minimum of 15 minutes of maintenance free battery backup.
The system shall also include full Microsoft certified monitoring and shutdown
capabilities along with multi-port interface units, cable and programmable
relays.

Equipment:  Liebert Model #U1CC012CGF000

12KVA, 208 volt-in/208 volt-out

footprint:  approx. 41x26x62

full load battery time:  16 min 

approx. weight:  1310 lbs.

BTU at full load:  4,000 BTU/HR

















EXHIBIT C

COMMENCEMENT DATE MEMORANDUM

With respect to that certain lease ("Lease") dated
November 25, 1998, between ALLSTATE INSURANCE COMPANY, an Illinois
corporation ("Tenant"), and CREEKSIDE SOUTH TRUST, a Maryland business trust
("Landlord"), whereby Landlord leased to Tenant and Tenant leased from Landlord
approximately _______ rentable square feet of the building located at Creekside
Business Park, Dublin, California ("Premises"), Tenant hereby acknowledges and
certifies to Landlord as follows:

(1)Landlord delivered possession of the Premises to
Tenant in a Substantially completed condition on _____________________
("Possession Date");

(2)The Lease commenced on _______________________
("Commencement Date");

(3)The Premises contain _________ square feet of space;
and

(4)Tenant has accepted and is currently in possession of
the Premises and the Premises are acceptable for Tenant's use.

IN WITNESS WHEREOF, this Commencement Date Memorandum is
executed this ___ day of ______________________. 

"Tenant"

ALLSTATE INSURANCE COMPANY,

an Illinois corporation

By: _________________________

    Its: _______________________

    By: ________________________

    Its: ________________________





















EXHIBIT D

RULES AND REGULATIONS

[LANDLORD TO PROVIDE]
















EXHIBIT E

TENANT ESTOPPEL CERTIFICATE

The undersigned, as Tenant under that certain Multi-
Tenant Office Triple Net Lease (the "Lease") made and entered into as of
_________________, 19__ and between _________________________________, a
________________________ as Landlord, and the undersigned as Tenant, for
Premises on the ___________ floor(s) of the Building located at
_________________________, Dublin, California hereby certifies as follows:

1.Attached hereto as Exhibit A is a true and
correct copy of the Lease and all amendments and modifications thereto.  The
documents contained in Exhibit A represent the entire agreement between
the parties as to the Premises.

2.The undersigned has commenced occupancy of the Premises
described in the Lease, currently occupies the Premises, and the Lease Term
commenced on _________.

3.The Lease is in full force and effect and has not been
modified, supplemented or amended in any way except as provided in Exhibit
A.

4.Tenant has not transferred, assigned, or sublet any
portion of the Premises nor entered into any license or concession agreements
with respect thereto except as follows:

5.Tenant shall not modify the documents contained in
Exhibit A or prepay any amounts owing under the Lease to Landlord in
excess of thirty (30) days without the prior written consent of Landlord's
mortgagee.

6.Base Rent became payable on _______________.

7.The Lease Term expires on _________________.

8.All conditions of the Lease to be performed by Landlord
necessary to the enforceability of the Lease have been satisfied and Landlord is
not in default thereunder.

9.No rental has been paid in advance and no security has
been deposited with Landlord except as provided in the Lease.

10.As of the date hereof, there are no existing defenses
or offsets that the undersigned has, which preclude enforcement of the Lease by
Landlord.

11.All monthly installments of Base Rent, all Additional
Rent and all monthly installments of estimated Additional Rent have been paid
when due through _________________.  The current monthly installment of Base
Rent is $__________.

12.The undersigned acknowledges that this Estoppel
certificate may be delivered to Landlord's prospective mortgagee, or a
prospective purchaser, and acknowledges that it recognizes that if same is done,
said mortgagee, prospective mortgagee, or prospective purchaser will be relying
upon the statements contained herein in making the loan or acquiring the
property of which the Premises are a part, and in accepting an assignment of the
Lease as collateral security, and that receipt by it of this certificate is a
condition of making of the loan or acquisition of such property.

13.If Tenant is a corporation or partnership, each
individual executing this Estoppel Certificate on behalf of Tenant hereby
represents and warrants that Tenant is a duly formed and existing entity
qualified to do business in California and that Tenant has full right and
authority to execute and deliver this Estoppel Certificate and that each person
signing on behalf of Tenant is authorized to do so.

Executed at __________________ on the _____ day of
______________, 19___.

"Tenant"

ALLSTATE INSURANCE COMPANY,

an Illinois corporation

By: __________________________

Name: ________________________

Its: _______________________




















AMENDMENT NO. 1

TO

MULTI-TENANT INDUSTRIAL GROSS LEASE

THIS AMENDMENT NO. 1 TO MULTI-TENANT
INDUSTRIAL GROSS LEASE (the "Amendment") is made and entered into as of the 25th
day of November, 1998, by and between CREEKSIDE SOUTH TRUST, a Maryland business
trust ("Landlord"), and ALLSTATE INSURANCE COMPANY, an Illinois corporation
("Tenant").

r e c i t a l s :

A.Landlord and Tenant are parties to that certain Multi-
Tenant Industrial Gross Lease dated as of November 25, 1998, (the "Lease")
wherein Landlord leased to Tenant certain premises located at 5875 Arnold Road
in Dublin, California.

B.Landlord and Tenant desire to amend the Lease,
including changing the Commencement Date and revising certain provisions of the
Work Letter, attached to the Lease as Exhibit B, on the terms and conditions set
forth below.

a g r e e m e n t :

NOW, THEREFORE, in consideration of the mutual covenants and
agreements herein contained and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, Landlord and Tenant
hereby amend the Lease and Landlord and Tenant agree as follows:

1.INCORPORATION; DEFINED TERMS.  The Lease,
including all exhibits and schedules attached thereto, is incorporated into this
Amendment by this reference.  All capitalized terms used and not otherwise
defined in this Amendment, but defined in the Lease, shall have the meaning set
forth in the Lease.

2.CONTRACTOR FOR TENANT IMPROVEMENTS.  The first
sentence of Section 2 of the Work Letter is hereby deleted and replaced with the
following: "Landlord, at Tenant's direction, shall use Pepper Construction
Company of San Francisco as the general contractor (the "Contractor").  As a
result of Landlord agreeing to use the Contractor, Landlord shall not be
responsible for any of the following: (a) payment of any expenses for the
construction of the Tenant Improvements beyond the Tenant Improvement Allowance;
(b) the date of Substantial Completion, as defined in Section 2.1 of the Work
Letter, of the Premises, including any delays beyond the Commencement Date, as
defined in Paragraph 2.1 of the Lease [as amended in this Amendment]; (c)
quality of workmanship provided by the Contractor or for any defects in the
construction work or materials used in the construction of the Tenant
Improvements, with any warranty work related to the Tenant improvements required
to be performed after Substantial Completion being the sole responsibility of
Tenant, at Tenant's sole cost and expense; and (d) compliance with all
applicable local, state and federal codes with respect to the Tenant
Improvements."

3.COMMENCEMENT DATE.  Pursuant to Paragraph 2.1 of
the Lease, and notwithstanding anything to the contrary in the Lease, the
Commencement Date shall be April 1, 1999.

4.MISCELLANEOUS.

(a)Effect of Amendments.  Except to the extent the
Lease is modified by this Amendment, the remaining terms and provisions of the
Lease shall remain unmodified and in full force and effect.  In the event of
conflict between the terms of the Lease and the terms of this Amendment, the
terms of this Amendment shall prevail.

(b)Entire Agreement.  This Amendment embodies the
entire understanding between Landlord and Tenant with respect to its subject
matter and can be changed only by an instrument in writing signed by Landlord
and Tenant.

(e)Counterparts.  This Amendment may be executed
in counterparts, each of which shall be deemed an original, but all of which,
together, shall constitute one in the same Amendment.

(d)Corporate and Partnership Authority.  If Tenant
is a corporation or partnership, or is comprised of either or both of them, each
individual executing this Amendment for the corporation or partnership
represents that he or she is duly authorized to execute and deliver this
Amendment for the corporation or partnership and that this Amendment is binding
upon the corporation or partnership in accordance with its terms.

Except as modified herein, all other terms and conditions of
the Lease between the parties above described shall continue in full force and
effect.

	
LANDLORD:

CREEKSIDE SOUTH TRUST, a Maryland business trust
By:/s/

Title: ____Gary E. Block, Vice President

Date: _______February 9, 1999

	
TENANT:

ALLSTATE INSURANCE COMPANY, an Illinois corporation
By:/s/

Title: William B. Moston, Asst. V.P., Corporate Real Estate and
Construction

Date:_______January 28, 1999

By: _____________________

Title: ______________________>

Date: ______________________




















SECOND AMENDMENT TO LEASE

This Second Amendment to Lease ("Agreement") is made and
entered into as of August 7, 2002, by and between Glenborough Properties, L.P.,
a California limited partnership, ("Landlord") and Allstate Insurance Company,
an Illinois corporation ("Tenant").

r e c i t a l s :

This Agreement is made with reference to the following facts
and objectives:

A.By Multi-Tenant Industrial Gross Lease (Base Year) by
and between Creekside South Trust, a Maryland business trust, and Tenant dated
as of November 25, 1998, and by Amendment No. I to Multi-Tenant Industrial Gross
Lease by and between Creekside South Trust and Tenant dated as of November 25,
1998, (together, the "Lease") Tenant leased the Premises depicted in
Exhibit "A" to the Lease and described in the Basic Lease Information of
the Lease as approximately 17,315 rentable square feet in the eastern end of the
Building located at 5875 Arnold Road, Dublin, California 94568-3167 in the
Project formerly referred to as Creekside Business Center but now known as
Creekside Business Park.

B.Landlord has succeeded to the interests of Creekside
South Trust in the Lease and in the Premises.

C.Landlord and Tenant desire to provide for an option to
terminate the Lease early by Landlord, and to otherwise modify and amend the
Lease, on and subject to the terms, covenants, and conditions set forth
below.

NOW, THEREFORE, Landlord and Tenant hereby agree as
follows:

a g r e e m e n t :


	Tenant has advised Landlord that it intends to relocate
to other premises in the fourth quarter of 2002, and is in the process of
advertising the Premises for sublease. Landlord would also like to actively
market the Premises, so that Landlord can attempt to obtain a longer lease term
or a direct lease, and Tenant has agreed that Landlord may do so, provided that
each party may market the space on a non-exclusive basis. Landlord and Tenant
shall keep each other apprised of their marketing efforts and of any potential
interest in the Premises, but shall not be required to release confidential
information to each other.


	In the event that Landlord locates a potential new tenant
for the Premises or otherwise desires to recapture the Premises, Tenant agrees
that Landlord shall have an option to terminate the Lease early, on thirty (30)
days written notice given in the manner set forth in Section 18.6. of the
Lease. Such termination shall be effective on the later of the thirtieth (30th)
day after notice, or on the date Tenant has relocated to its new premises and
vacated the Premises. Landlord may not exercise this option to terminate early
if Tenant has given Landlord written notice that it has entered into a letter of
intent to sublease the Premises, or has actually subleased the Premises.
Following Tenant's receipt of the notice of termination, the parties shall enter
into Landlord's standard form of early termination agreement, except that no
early termination fee shall be required of Tenant. This option to terminate
early shall revive upon expiration or termination of any sublease by Tenant, on
the same terms and conditions.


	Landlord's Address for Notice as set forth in the Basic
Lease Information of the Lease shall be modified and amended, as of the
Effective Date, to delete the former addresses and to replace them with the
following:

Glenborough Properties, L.P.

c/o Glenborough Realty Trust Incorporated

400 S. El Camino Real, 11th Floor

San Mateo CA 94402

Attn: Legal Department

Telephone: 650-343-9300

Facsimile: 650-343-1046

With a copy to:

Glenborough Properties, L.P.,

c/o Glenborough Management Office

400 S. El Camino Real, Suite 775

San Mateo CA 94402





Rent shall remain payable as previously directed by Landlord
and as may be subsequently directed by Landlord.

7.All other terms, covenants, and conditions of the Lease
shall remain in full force and effect.

This Agreement modifies and amends the Lease. To the extent
there are any inconsistencies between this Agreement and the Lease, the terms,
covenants, and conditions of this Agreement shall govern. Capitalized terms not
defined herein are defined in the Lease.

 

IN WITNESS WHEREOF, Landlord and Tenant have executed this
Agreement as of the date first above written.

LANDLORD:

GLENBOROUGH PROPERTIES, L.P.,

a California limited partnership
By:Glenborough Realty Trust Incorporated,

a Maryland corporation

Its General Partner
By:________/s/___________________

Its:  Vice President




TENANT:

ALLSTATE INSURANCE COMPANY,

an Illinois corporation
By:____________/s/___________________

William B. Moston

Its:Assistant Vice President


















EXHIBIT B



DESCRIPTION OF SUBLEASED
PREMISES



[TO BE
ATTACHED]
















EXHIBIT C


DESCRIPTION OF AND THE TERMS AND
CONDITIONS OF LEASING THE EQUIPMENT






	A.Lease of Equipment.
Sublandlord hereby leases to Subtenant, and Subtenant hereby leases from
Sublandlord the Leased Equipment, which is described on Exhibit C-1, attached
hereto and incorporated herein by reference, for the duration of the Sublease
Term and at no additional cost to Subtenant.  Subtenant accepts all items of the
Leased Equipment in their "As Is, Where Is" condition, without any
warranties, either express or implied, and with all faults, including, but not
limited to, both latent and patent defects.  Subtenant shall have no affirmative
obligation to maintain the Leased Equipment (other
than the mechanical equipment included therein in which case, Subtenant shall be
responsible for normal, periodic, and reasonable maintenance and repair, but not
replacement or restoration) during the Sublease
Term.  Unless Subtenant exercises its option to purchase the Leased Equipment as
provided below, upon the expiration of the Sublease Term, Subtenant shall
deliver the Leased Equipment to Sublandlord in the same condition in which
Subtenant received it, subject to normal wear and tear and casualty loss.
Subtenant has the option to purchase the Leased Equipment for the sum of Ten
Thousand and NO/100 Dollars ($10,000.00).  If Subtenant elects to exercise its
option to purchase the Leased Equipment, Subtenant shall give Sublandlord notice
of exercise on or before February 1, 2004, and shall remove the Leased Equipment
from the Leased Premises on or before March 30, 2004.  

B.Insurance.  Subtenant
shall maintain and provide Sublandlord evidence of adequate property damage
insurance and standard fire and extended coverage insurance to cover the full
replacement cost of the Equipment, naming Sublandlord and Landlord as additional
insured parties.



C.Indemnification.
Subtenant shall indemnify, hold harmless and defend Sublandlord from all claims,
actions, liabilities, damages, expenses and judgments (including but not limited
to reasonable attorneys' fees, reasonable investigative and discovery costs and
all other sums) on account of Subtenant's breach of this Sublease and/or any
injury to persons, loss of life or damage to property occurring during delivery
to or from, on, in, and about the location where the Leased Equipment is located
or with respect to any claims relating to use of the Leased Equipment by
Subtenant or its agents.



D.Location and Use of the
Leased Equipment.  At all times during the Sublease Term, the Leased
Equipment shall remain located at/in the Subleased Premises and shall be used
for business and/or commercial purposes and not primarily for personal or
household purposes.

E.Condition of the Leased
Equipment.  Subtenant acknowledges and agrees that Subtenant has been given
the opportunity to inspect the Leased Equipment prior to the execution and
delivery of this Sublease and has found the same satisfactory for all purposes
hereunder.  Subtenant accepts the Leased Equipment in their "As Is, Where
Is" condition, without warranties, either express or implied  (including,
but not limited to any warranty of merchantability or fitness for a particular
purpose), and with all faults (including, but not limited to, both latent and
patent defects).

F.Risk of Loss.  Subtenant
shall keep the Leased Equipment and Subtenant's interest in this Sublease free
and clear of all liens and encumbrances of any type whatsoever, and hereby
indemnifies and holds Sublandlord harmless from any loss caused thereby.
Subject to the terms of the Master Lease and Sublease, Subtenant shall bear the
entire risk of loss, theft, damage or destruction of the Leased Equipment, and
no loss, theft, damage or destruction shall relieve Subtenant of any obligation
hereunder, including payment of Rent.  

G.Sublandlord's Inspection and
Recovery of Possession of the Leased Equipment.  In the event that it shall
be necessary for Sublandlord or its designee to enter any location where the
Leased Equipment is kept to inspect the Leased Equipment or to recover
possession of the Leased Equipment upon the expiration or earlier termination of
this Sublease and the Master Lease, Subtenant agrees to take all reasonable
steps so that Sublandlord or such designee may do so during Subtenant's normal
business hours after Sublandlord gives Subtenant five (5) days prior written
notice.  Sublandlord further agrees that Sublandlord shall be liable to
Subtenant for any damage arising out of such entry and performance or
repossession, except for damages caused by Subtenant's negligence or willful
misconduct and except Sublandlord shall only be liable for damages ariaing out
of such entry caused by Sublandlord's negligence and willful misconduct if such
entry be as a result of Subtenant's default of this Sublease.  Nothing in this Paragraph G shall govern any of
Sublandlord's rights to recover any of the Leased Equipment following a Default
hereunder.

H.Default.  Subtenant
will be in Default under this Sublease if (a) Subtenant shall fail to pay any
rent hereunder within thirty (30) days after the date when such rent is due; (b)
Subtenant shall fail to perform any other term or condition of this Sublease for
a period of thirty (30) days after written notice thereof from Sublandlord
(provided, however, if such failure shall reasonably require more than 30 days
to cure, such period shall be extended as may be reasonably necessary to effect
a cure); (c) Subtenant removes any of the Equipment from the location without
Sublandlord's prior written consent which may be withheld for any reason or no
reason; (d) Subtenant sells, transfers, encumbers, subleases or parts with
possession of any Equipment; or (e) Subtenant makes a voluntary assignment for
the benefit of creditors or files or has filed against it a voluntary or
involuntary petition or proceeding under any bankruptcy or similar laws.

I.Remedies.  Upon the
happening of any event of Default, Sublandlord shall have the right to do any of
the following to the greatest extent permitted by law:  (a) take immediate
possession of the Equipment; (b) terminate this Sublease in accordance with the
Master Lease; (c) continue this Sublease in full force and effect to the end of
the Sublease Term, notwithstanding the occurrence of such Default, and enforce,
by all proper and legal means, Sublandlord's rights herein, including the
monthly collection of Rent and other amounts due, including without limitation,
late payment fees and interest to the extent permitted under the Master Lease on
the amounts due under this Sublease; or (d) exercise all of the rights and
remedies with respect to Subtenant that would be available to Sublandlord under
the Master Lease with respect to the corresponding Default thereunder.  The
foregoing remedies shall be nonexclusive and in addition to any provided by law.
Sublandlord shall have no obligation to exercise any such remedy, and the
exercise of any thereof shall not release Subtenant from its obligations
hereunder.  In addition, all of Sublandlord's remedies shall be cumulative, and
action on one shall not be deemed to constitute an election or waiver of any
other right to which Sublandlord may be entitled.



J.Disclaimer of Representations and
Warranties.  SUBTENANT ACKNOWLEDGES THAT SUBLANDLORD DOES NOT HAVE
EXPERTISE ABOUT OR WITH RESPECT TO THE EQUIPMENT AND IS NOT THE MANUFACTURER OR
THE SUPPLIER OF THE EQUIPMENT NOR A DEALER IN SIMILAR EQUIPMENT. THE EQUIPMENT
ARE SUBLEASED "AS IS," "WITH ALL FAULTS," AND SUBTENANT IS
SATISFIED THAT THE SAME IS SUITABLE FOR SUBTENANT'S PURPOSES.  SUBLANDLORD MAKES
NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE
EQUIPMENT, INCLUDING WITHOUT LIMITATION, ITS CONDITION, PERFORMANCE, ABILITY,
PRESENT STATE OF REPAIR OR ABILITY TO FUNCTION IN ANY RESPECT, OR THE
DESCRIPTION THEREOF SET FORTH IN EXHIBIT C-1, MERCHANTABILITY, FITNESS FOR USE,
FITNESS FOR PARTICULAR PURPOSE, SUITABILITY, QUALITY, DURABILITY, VALUE,
COMPLIANCE WITH SPECIFICATIONS OR REGULATIONS OR OTHERWISE.  ALL WARRANTIES,
INCLUDING THOSE LISTED ABOVE, ARE HEREBY EXPRESSLY DISCLAIMED.




















EXHIBIT C-1

DESCRIPTION OF EQUIPMENT



114 Steelcase 6' X6'3" workstations and associated
file cabinets

Lunch Room Furniture

Refrigerator

Private Office Furniture

Conference Room Furniture

Training Room furniture

Liebert 12 KVA UPS

Bookcases with glass doors

Security system

File storage racks