<PAGE>

                                                                   Exhibit 10.10

                                    SUBLEASE

                                     BETWEEN

           EVANS & SUTHERLAND GRAPHICS CORPORATION, A UTAH CORPORATION
                                   AS LANDLORD

                                       AND

      ADESSO HEALTHCARE TECHNOLOGY SERVICES, INC., A CALIFORNIA CORPORATION
                                    AS TENANT







2835 Zanker Road
San Jose, California 85134 (Project 701C)

Dated: February 1, 2000

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                                TABLE OF CONTENTS

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1.       PREMISES ..............................................................................1
         1.1      Description and Lease of Premises ............................................1
         1.2      Delivery of Premises .........................................................1
         1.3      Early Occupancy ..............................................................2
2.       MASTER LEASE ..........................................................................2
         2.1      Tenancy Subject to Master Lease ..............................................2
         2.2      Assumption of Certain Obligations ............................................2
         2.3      Receipt of Master Lease ......................................................3
3.       SECURITY DEPOSIT ......................................................................3
4.       TERM     ..............................................................................4
         4.1      Commencement Date ............................................................4
         4.2      Expiration of Term ...........................................................4
5.       RENT...................................................................................4
6.       ADDITIONAL RENT .......................................................................5
7.       PAYMENT OF RENT .......................................................................5
8.       USE CLAUSE ............................................................................5
9.       DISCLOSURE OF HAZARDOUS MATERIALS .....................................................5
         9.1      Landlord's knowledge of Hazardous Materials ..................................5
         9.2      Environmental Indemnity ......................................................5
         9.3      Survival .....................................................................6
10.      PROHIBITED USES; HAZARDOUS MATERIALS ..................................................6
         10.1     Prohibited Uses ..............................................................6
         10.2     Hazardous Wastes .............................................................6
         10.3     Remediation ..................................................................7
         10.4     Environmental Indemnity ......................................................7
         10.5     Survival .....................................................................8
11.      COMPLIANCE WITH LAW ...................................................................8
         11.1     Premises and Building ........................................................8
         11.2     Tenant's Compliance ..........................................................8


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         11.3 CONDITION OF THE PREMISES ........................................................8
12.      ALTERATIONS ...........................................................................9
13.      MAINTENANCE AND REPAIR ................................................................9
         13.1     Tenant's Obligations .........................................................9
         13.2     Landlord's Obligations ......................................................10
         13.3     Tenant's ACM Obligations ....................................................10
14.      ADA COMPLIANCE .......................................................................10
15.      LIENS ................................................................................10
16.      OPERATION ............................................................................11
17.      UTILITIES ............................................................................11
         17.1     Transition Period ...........................................................11
         17.2     Remaining Term ..............................................................11
18.      RULES AND REGULATIONS ................................................................11
19.      ENTRY BY LANDLORD ....................................................................11
20.      COMMON AREA; ASSESSMENTS .............................................................12
         20.1     Common Area of Project ......................................................12
         20.2     Common Area of Premises During Transition Period ............................12
21.      PARKING  .............................................................................12
22.      TAXES    .............................................................................12
23.      INSURANCE; INDEMNIFICATION ...........................................................12
         23.1     Indemnification .............................................................12
         23.2     Waiver of Certain Rights ....................................................13
         23.3     Liability Insurance Coverage and Limits .....................................13
         23.4     Other Insurance .............................................................13
         23.5     Policy Requirements .........................................................14
         23.6     Contractor's Insurance ......................................................14
         23.7     Workers' Compensation Insurance .............................................15
24.      DAMAGE AND DESTRUCTION ...............................................................15
         24.1     Master Landlord's Duty to Repair ............................................15


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                                TABLE OF CONTENTS
                                   (CONTINUED)

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         24.2     Termination by Master Landlord ..............................................15
         24.3     Termination by Tenant .......................................................15
         24.4     Abatement of Rent ...........................................................15
25.      CONDEMNATION .........................................................................15
         25.1     Termination by Master Landlord ..............................................15
         25.2     Termination by Tenant .......................................................15
         25.3     Restoration .................................................................15
         25.4     Abatement of Rent ...........................................................15
26.      SIGNS ................................................................................16
         26.1     Generally ...................................................................16
         26.2     Existing Monument Sign ......................................................16
27.      ASSIGNMENT, SUBLETTING, AND ENCUMBRANCES .............................................16
         27.1     Landlord's Consent Required .................................................16
         27.2     Tenant's Application to Assign or Sublease ..................................16
         27.3     Landlord's Option to Terminate ..............................................17
         27.4     Assignment or Sublease Profit ...............................................17
         27.5     Fees for Review .............................................................17
         27.6     No Release of Tenant or Guarantor ...........................................18
         27.7     Assumption of Obligations ...................................................18
         27.8     Assignment ..................................................................18
         27.9     Vesting .....................................................................18
28.      HOLDING OVER .........................................................................18
29.      QUIET ENJOYMENT ......................................................................19
30.      SUBORDINATION & ATTORNMENT; ESTOPPEL CERTIFICATES.....................................19
31.      DEFAULT BY TENANT ....................................................................20
32.      REMEDIES .............................................................................21
         32.1     Rights and Remedies .........................................................21
         32.2     Cumulative Nature of Rights .................................................22
         32.3     Abandonment of Personal Property ............................................22


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         32.4 Bankruptcy Provisions ...........................................................23
33.      WAIVER OF NOTICE .....................................................................24
34.      LATE CHARGES .........................................................................24
35.      QUARTERLY ADVANCE PAYMENTS ...........................................................24
36.      INTEREST .............................................................................24
37.      LANDLORD'S DEFAULT; NOTICE TO LENDER .................................................25
         37.1     Landlord's Default ..........................................................25
         37.2     Notice to Lender ............................................................25
38.      BROKER'S COMMISSION ..................................................................25
39.      ADDITIONAL SECURITY ..................................................................26
40.      WAIVER OF DEFAULT ....................................................................26
41.      EFFECT OF LANDLORD'S ASSIGNMENT ......................................................26
42.      NOTICES AND PLACE FOR PAYMENT OF RENT ................................................26
43.      MISCELLANEOUS ........................................................................27
         43.1     Consent .....................................................................27
         43.2     Interpretation ..............................................................27
         43.3     Entire Agreement ............................................................27
         43.4     Corporate Resolutions .......................................................27
         43.5     Severability ................................................................28
         43.6     Choice of Law ...............................................................28
         43.7     Recording ...................................................................28
         43.8     Remedies Cumulative .........................................................28
         43.9     Legal Costs .................................................................28
         43.10    No Partnership ..............................................................28
         43.11    Subtenancies ................................................................28
         43.12    Successors ..................................................................28
         43.13    Independent Covenants .......................................................28
         43.14    Assignment of Rents and Profits .............................................29
         43.15    Injunctive Relief ...........................................................29


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         43.16    Waiver of Jury Trial ........................................................29
         43.17    Confidentiality of Disputes .................................................29
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                                      -v-

<PAGE>

                                    SUBLEASE

         THIS SUBLEASE (hereinafter "LEASE") is made and entered into as of the
1st day of February, 2000, by and between EVANS & SUTHERLAND GRAPHICS
CORPORATION, a Utah corporation ("LANDLORD"), and ADESSO HEALTHCARE TECHNOLOGY
SERVICES, INC., a California corporation ("TENANT"), sometimes collectively
referred to herein as the "PARTIES" or individually as a "PARTY".

         1.       PREMISES.

                  1.1 DESCRIPTION AND LEASE OF PREMISES. For good and valuable
         consideration, the receipt and sufficiency of which are hereby
         acknowledged, and subject to the provisions of this Lease, Landlord
         hereby subleases to Tenant, and Tenant hereby subleases from Landlord,
         those certain premises outlined on EXHIBIT A attached hereto and
         incorporated herein by reference ("PREMISES") The Premises contains
         approximately 19,999 square feet of floor area. The address of the
         Premises is 2835 Zanker Road, San Jose, California 95134 (Project
         701C). The Premises are a part of a larger project containing eight (8)
         buildings, the aggregate gross leasable area of which is 360,216 square
         feet (the "PROJECT"). Notwithstanding the foregoing, Landlord shall
         retain for a period of twelve (12) months from the Commencement Date,
         unless earlier terminated as provided below (the "TRANSITION PERIOD"),
         a portion of the Premises consisting of approximately 5,968.75 square
         feet of floor area as outlined on EXHIBIT A (the "TRANSITION SPACE").
         Landlord may, in its sole discretion, and upon at least ninety (90)
         days prior written notice to Tenant, terminate the Transition Period
         and turn over to Tenant the Transition Space. Notwithstanding any other
         provisions of this Lease to the contrary, during the Transition Period
         the cost of utilities (SECTION 17), common area maintenance charges
         (SECTION 20) and insurance (SECTION 23.4) attributed to the Premises
         shall be allocated between Landlord and Tenant on a pro rata basis.
         Landlord's share of such expenses during the Transition Period
         ("LANDLORD'S ALLOCATED SHARE") shall be calculated on the basis of a
         fraction, the numerator of which is the square footage of the
         Transition Space and the denominator of which is the square footage of
         floor area of the Premises. Tenant's share of such expenses ("TENANT'S
         ALLOCATED SHARE") shall be calculated by subtracting Landlord's
         Allocated Share from one hundred percent (100%). During the Transition
         Period, Tenant shall not pay rent as required by SECTION 5 of this
         Lease with respect to the Transition Space. During the Transition
         Period, each Party grants to the other Party a nonexclusive license to
         use such common areas of the Premises as may be mutually designated by
         the Parties (see SECTION 20.2).

                  1.2 DELIVERY OF PREMISES. Except as expressly set forth herein
         to the contrary, Landlord agrees to deliver the Premises to Tenant in
         their current state, "AS IS" and "WHERE IS", in a broom clean
         condition, and free and clear of any tenancies or encumbrances placed
         on the Premises by Landlord, other than the Master Lease. Landlord
         agrees to cause the roof, electrical, plumbing, and heating,
         ventilation and air conditioning system ("HVAC") (collectively the
         "BUILDING SYSTEMS") serving the Premises to be in good working order as
         of the date of delivery of the Premises to Tenant. For a period
         expiring forty five (45) days from the Commencement Date, Tenant may
         notify Landlord in writing of any material problems with respect to the
         Building Systems.

<PAGE>

         Upon receiving such written notice, Landlord agrees to repair the
         Building Systems within 30 days (unless a longer period of time is
         reasonably required) from the date notice is received from Tenant.
         Landlord further agrees at Landlord's expense to, (i) paint (touch-up),
         where necessary, the interior walls of the Premises prior to the
         Commencement Date, and (ii) at the written request of Tenant, clean the
         carpet by extraction (at a cost to Landlord not to exceed One Thousand
         Five Hundred and no/100 Dollars ($1,500.00)).

                  1.3 EARLY OCCUPANCY. If Tenant enters or permits its
         contractors to enter the Premises prior to the Commencement Date (as
         defined in SECTION 4.1) to prepare the Premises for occupancy, it shall
         do so upon all of the terms of this Lease (including its obligations
         regarding indemnity and insurance) except those regarding the
         obligation to pay rent, which shall commence on the Commencement Date.

         2.       MASTER LEASE.

                  2.1 TENANCY SUBJECT TO MASTER LEASE. The Premises and this
         Lease are subject to the terms of a lease between Evans & Sutherland
         Graphics Corporation, a Utah corporation, as tenant, and Silicon Valley
         Properties, LLC, a Delaware Limited liability company, as landlord
         ("MASTER LANDLORD"), dated March 8, 1999 (such lease, together with all
         amendments and supplement agreements thereto are hereinafter
         collectively referred to as the "MASTER LEASE"). Tenant acknowledges
         and agrees to be bound by every covenant, condition and restriction set
         forth in the Master Lease. If the Master Lease is for any reason
         terminated before the expiration of this Lease, then this Lease and all
         of the rights and obligations of the Parties hereunder shall also
         terminate as of the date of termination of the Master Lease, except
         with respect to the duties and obligations of Landlord and Tenant,
         actual or contingent, which have accrued prior to the date of such
         termination. It is expressly understood and agreed that Landlord does
         not assume and shall not have any of the obligations or liabilities of
         Master Landlord under the Master Lease and that Landlord is not making
         the representations or warranties, if any, made by Master Landlord in
         the Master Lease. With respect to work, services, repairs and
         restoration or the performance of other obligations required of Master
         Landlord under the Master Lease, Landlord's sole obligation with
         respect to such obligations shall be to request the same from Master
         Landlord upon written request from Tenant and to use reasonable efforts
         to obtain the same from Master Landlord. Landlord shall not be liable
         in damages, nor shall rent abate under this Lease, for or on account of
         any failure by Master Landlord to perform the obligations and duties
         imposed on it under the Master Lease. Nothing contained in this Lease
         shall be construed to create privity of estate or contract between
         Tenant and Master Landlord.

                  2.2 ASSUMPTION OF CERTAIN OBLIGATIONS. As between Landlord and
         Tenant and notwithstanding any other provision in this Lease, Tenant
         hereby assumes and agrees to be bound by and to perform all of the
         covenants, obligations, and agreements of the Landlord, as set forth in
         the Master Lease (other than the obligations of Landlord expressly set
         forth in this Lease, and the obligation to pay rent under the Master
         Lease) and by any terms and limitations imposed upon Landlord as the
         tenant thereunder. Tenant shall indemnify, defend (with counsel
         acceptable to Landlord), and hold Landlord and its Related Parties (as
         hereafter defined) harmless for, from and against any


                                       2

<PAGE>

         and all claims, demands, liabilities, obligations, damages, penalties,
         causes of action, costs and expenses, including attorneys' fees and
         expenses, imposed upon, incurred by or asserted against Landlord or any
         of Landlord's Related Parties which arise out of any violations under
         the Master Lease occurring as a result of the acts or omissions of
         Tenant or any of Tenant's Related Parties or any violations by Tenant
         or any of Tenant's Related Parties of this Lease or which may arise out
         of or are in any manner connected with Tenant's or any of Tenant's
         Related Parties' use and occupancy of the Premises pursuant to this
         Lease, a breach by Tenant of this Lease or a breach by Tenant of the
         provisions of the Master Lease. Notwithstanding any contrary term or
         provision contained in this Lease or in the Master Lease, it is
         expressly agreed that (a) the terms of this Lease do not grant Tenant
         any rights of first refusal, any options to purchase, or any extensions
         or renewal rights with respect to the Master Lease; and (b) Tenant
         shall not use or occupy the Premises in a manner contrary to or
         inconsistent with any of the provisions of the Master Lease. Tenant
         agrees that Landlord may deliver to Master Landlord any and all
         submissions, notices, or other information received by Landlord from
         Tenant under this Lease. As used in this Lease, "RELATED PARTIES" means
         the officers, directors, shareholders, partners, managers, members,
         employees, agents, parent company, subsidiaries, affiliates,
         successors, assigns, contractors, and invitees of a particular person
         or entity.


                  2.3 RECEIPT OF MASTER LEASE. Tenant acknowledges that Tenant
         has received and read a copy of the Master Lease.

         3. SECURITY DEPOSIT. Contemporaneously with the execution of this
Lease, Tenant has deposited with Landlord the sum of One Hundred Sixty Seven
Thousand Nine Hundred Ninety One and 60/100 Dollars ($167,991.60) (the "SECURITY
DEPOSIT"), receipt of which is hereby acknowledged by Landlord, such deposit
being given to secure the faithful performance by Tenant of all the terms,
covenants, and conditions of this Lease by Tenant to be kept and performed
during the Term hereof. Tenant agrees that if Tenant shall fail to pay the rent
herein reserved promptly when due, such deposit may, at the option of Landlord
(but Landlord shall not be required to), be applied to any rent due and unpaid,
and if Tenant violates any of the other terms, covenants or conditions of this
Lease, such deposit may be applied to any damage suffered by Landlord as a
result of Tenant's default, to the extent of the amount of the damages suffered.
Such deposit is not intended as and shall not be considered a first or last
month's rent payment. Notwithstanding the foregoing, if Tenant complies with all
of the terms, covenants and conditions of this Lease, including but not limited
to the prompt payment of all rent and additional rent due under this Lease on or
before the applicable due date, Tenant may request in writing that one-half
(1/2) of the Security Deposit be applied to the last two months rent, and such
request shall be granted by Landlord. Nothing contained in this SECTION 3 shall
in any way diminish or be construed as waiving any of Landlord's other remedies
as provided herein, or by law or in equity. Should the entire security deposit,
or any portion thereof, be appropriated or applied by Landlord for the payment
of overdue rent or other sums due and payable to Landlord by Tenant hereunder,
then Tenant shall, immediately on written demand from Landlord, remit to
Landlord a sufficient amount in cash to restore such security deposit to its
original amount, and Tenant's failure to do so within ten (10) days after
receipt of such demand shall constitute a breach of this Lease. Should Tenant
comply with all of the terms, covenants and conditions of this Lease and
promptly pay all of the rent herein provided for when


                                       3

<PAGE>

and as it falls due, and pay all other sums payable by Tenant to Landlord
hereunder, such security deposit shall be returned in full to Tenant, without
interest, at the end of the Term, or upon the earlier termination of this Lease
pursuant to the provisions hereof. Landlord shall have the right to commingle
the security deposit with other funds of Landlord. Landlord may deliver the
funds deposited herein by Tenant to the purchaser of Landlord's interest in the
Premises if such interest be sold, and thereupon Landlord shall be discharged
from any further liability with respect to such security deposit. No trust
relationship is created herein between Landlord and Tenant because of, or
relating to, the security deposit. If the laws of the state in which the
Premises are located do not allow Landlord to use the security deposit for the
purposes set forth herein, then this provision shall be deemed to allow Landlord
to use the security deposit to the maximum extent allowed by such law.

         4.       TERM.

                  4.1 COMMENCEMENT DATE. The term of this Lease (the "TERM")
         shall commence on March 1, 2000, or such earlier date as the Parties
         may mutually agree in writing (the "COMMENCEMENT DATE"). The intent of
         the Parties is to permit the Tenant to enter the Premises as early as
         possible after obtaining the written consent of Master Landlord. Within
         thirty (30) days following the Commencement Date, Landlord and Tenant
         will execute a written supplement to this Lease ("LEASE SUPPLEMENT")
         confirming the Commencement Date.

                  4.2 EXPIRATION OF TERM. Subject to the terms and conditions of
         the Master Lease, the Term shall expire on April 30, 2004, unless
         terminated pursuant to the terms of this Lease. Landlord agrees to
         provide notice to Tenant on or prior to April 15, 2002 if Landlord
         intends to exercise its right to terminate the Master Lease as
         permitted in Addendum No. 1 of the Master Lease.

         5. RENT. Tenant shall pay directly to Landlord, in advance, without
right of offset or demand, on or before the first day of each calendar month of
the Term, commencing on the Commencement Date, "RENT" as follows:

                  5.1 From the Commencement Date through February 28, 2001:
         $1.95 per square foot per month. Upon mutual execution of this
         Agreement, Tenant shall pay to Landlord the first full month's rent.
         The amount of the first full month's rent shall be calculated based on
         the square footage of the Premises less the Transition Space (assuming
         the square footage of the Premises less the Transition Space is equal
         to 14,026.78 square feet, the first month's full rent amount would be
         $27,352.23).

                  5.2 For the period commencing on March 1, 2001 through
         February 28, 2002: $2.00 per square foot per month.

                  5.3 For the period commencing on March 1, 2002 through
         February 28, 2003: $2.05 per square foot per month.

                  5.4 For the period commencing on March 1, 2003 through the
         expiration of the Term on April 30, 2004: $2.10 per square foot per
         month.


                                       4

<PAGE>

                  If the Term of this Lease commences or ends on a day other
         than the first or last day of a calendar month, the rent for such
         partial month shall be prorated in the proportion that the number of
         days this Lease is in effect during such partial period bears to the
         number of days in that calendar month, and such rent shall be paid at
         the commencement of such partial month.

         6. ADDITIONAL RENT. All amounts which Tenant is required to pay or
discharge pursuant to this Lease in addition to the rent described in SECTION 5,
including, but not limited to all sums owed by Tenant to Landlord or paid to
third parties by Landlord on behalf of Tenant, together with every fine,
penalty, interest and cost which may be added for non-payment or late payment,
shall constitute additional rent. Additional rent shall be paid directly to
Landlord at the address specified herein, or at such other place as Landlord may
designate in writing. If Tenant fails to pay or discharge any additional rent,
Landlord shall have all rights, powers and remedies provided herein or by law as
in the case of non-payment of rent.

         7. PAYMENT OF RENT. All rent and additional rent (sometimes
collectively referred to herein as "RENT" or "RENTAL") shall be paid by Tenant
to Landlord prior to notice or demand, at the address stated in the SECTION 42
(notices) or to such other person or place as Landlord may designate in writing.

         8. USE CLAUSE. Subject to the Permitted Use as defined in the Master
Lease, the Premises may be used for the purpose of the development, sale,
storage, distribution and marketing of medical insurance software, for general
office purposes and for no other purpose. Tenant shall obtain at its expense all
necessary permits and approvals which may be required by any governmental entity
or Master Landlord for Tenant's intended use of the Premises.

         9. DISCLOSURE OF HAZARDOUS MATERIALS.

                  9.1 LANDLORD'S KNOWLEDGE OF HAZARDOUS MATERIALS. Landlord
         hereby discloses to Tenant that to Landlord's actual knowledge without
         further investigation or inquiry, the list attached hereto as EXHIBIT B
         contains known Hazardous Materials (defined in SECTION 10.2) that are
         located in or about the Premises, the parking area that benefits the
         Premises, and the Project. Landlord has further set forth on EXHIBIT B
         those Hazardous Materials that are used in Landlord's business
         operations and that are located in or about the Premises. During the
         Transition Period, Landlord shall be permitted to maintain such
         Hazardous Materials that are reasonably necessary for Landlord's
         business operations ("LANDLORD'S HAZARDOUS MATERIALS"), so long as
         Landlord complies with applicable federal, state, and local government
         laws and regulations. Upon termination of the Transition Period,
         Landlord, at its sole cost and expense, shall remove Landlord's
         Hazardous Materials. Except with the respect to Landlord's Hazardous
         Materials, the Landlord shall have no obligation to remediate or remove
         any Hazardous Materials located in the Project. As used in this Lease,
         the term "LANDLORD'S ACTUAL KNOWLEDGE" shall mean to the actual
         knowledge of Brace Lyman.

                  9.2 ENVIRONMENTAL INDEMNITY. Landlord hereby releases,
         indemnifies, holds harmless and agrees to defend Tenant from and
         against any and all claims, causes of action, damages (including,
         without limitation, all foreseeable and unforeseeable consequential
         damages, injunction and other relief), fines, judgments, penalties,
         costs,


                                       5

<PAGE>

         liabilities, losses or expenses (including, without limitation,
         attorneys' fees and reasonable investigative and discovery costs)
         arising prior to, during or after the Term on account of or in
         connection with, or directly or indirectly arising from: (a) the
         violation of any Environmental Laws by Landlord or anyone acting by,
         though, or under Landlord, including but not limited to Landlord's
         concessionaires, licensees, agents, employees or invitees (collectively
         "LANDLORD'S AGENTS"); (b) the presence, use, generation, storage,
         remediation, disposal or Release of Landlord's Hazardous Materials in,
         on, under, or above the Project attributable to the acts or omissions
         of Landlord or Landlord's Agents; (c) any breach of the representations
         and warranties of Landlord contained in this SECTION 9; (d) any
         violation of the obligations of Landlord contained in this SECTION 9;
         and (e) any violation by Landlord or Landlord's Agents of the
         obligations set forth in Sections 7.1 (Waste Disposal) and 7.2
         (Hazardous Materials) of the Master Lease. Without limitation of the
         foregoing, this indemnification shall include any and all costs
         incurred due to any investigations of the Project or any cleanup,
         removal, repair, remediation, detoxification or restoration and the
         preparation of any closure or other plans required or permitted by any
         governmental authority, to the extent caused by any act by Landlord or
         Landlord's Agents. Notwithstanding any other provision in this Lease to
         the contrary, Landlord's indemnities described in this SECTION 9.2
         shall not apply to any claims, causes of action, damages, fines,
         judgments, penalties, costs, liabilities, losses or expenses arising
         from or connected with any act or failure to act of Master Landlord,
         Tenant, or any other unrelated third party.

                  9.3 SURVIVAL. Landlord's representations, warranties,
         indemnifications and obligations under this SECTION 9 shall survive the
         expiration or termination of this Lease.

         10. PROHIBITED USES; HAZARDOUS MATERIALS.

                  10.1 PROHIBITED USES. The Premises shall not be used for any
         use which conflicts with the Master Lease, any existing declaration of
         restrictions or covenants recorded against or binding upon the
         Premises, the Project, or any existing mortgage or deed of trust.
         Tenant shall not do or permit anything to be done in or about the
         Premises which will obstruct or interfere with the rights of other
         tenants or occupants of the Project, or injure or annoy them or use or
         allow the Premises to be used for any improper, immoral, unlawful or
         objectionable purpose, nor shall Tenant cause, maintain or permit any
         nuisance in, on or about the Premises. Tenant shall not install,
         maintain or use an underground storage tank. Tenant shall not do or
         permit anything to be done which will invalidate or increase the cost
         of any fire, extended coverage or any other insurance policy covering
         the Premises, the Project and/or property located therein. Tenant shall
         promptly reimburse Landlord, as additional rent, the full amount of any
         additional premium charged Landlord or Master Landlord for any
         insurance policy by reason of Tenant's failure to comply with this
         Section and/or SECTION 11 (Compliance with Law); provided, such
         reimbursement shall not be Landlord's exclusive remedy, nor shall it
         limit or compromise any other rights granted Landlord by this Lease or
         by law or equity.

                  10.2 HAZARDOUS WASTES. Additionally, Tenant covenants that
         Tenant or anyone acting by, through, or under Tenant, including but not
         limited to Tenant's assignees, subtenants, concessionaires, licensees,
         agents, employees or invitees (collectively "TENANT'S AGENTS") will
         not, through its acts or omissions, cause or permit


                                       6

<PAGE>

         any Hazardous Materials (defined below) to be placed, held, located,
         Released (defined below) or disposed of on, under or at the Premises.
         The term "HAZARDOUS MATERIALS" shall mean any substance or material
         which is defined as or included in the definition of "hazardous
         substances", "hazardous wastes", "hazardous materials", "extremely
         hazardous waste", "acutely hazardous wastes", "restricted hazardous
         waste", "toxic substances", or "known to cause cancer or reproductive
         toxicity" (as such phrase is defined by Proposition Sixty-Five in the
         State of California, or words of similar import), petroleum products
         (including crude oil or any fraction thereof) or any other chemical,
         substance or material which is prohibited, limited or regulated under
         any federal, state or local law, ordinance, regulation, order, permit,
         license, decree, common law or treaty now or hereafter in force
         regulating, relating to or imposing liability or standards concerning
         materials or substances known or suspected to be toxic or hazardous to
         health and safety, the environment or natural resources ("ENVIRONMENTAL
         LAWS"). "RELEASE" or "RELEASED" means any actual or threatened
         spilling, leaking, pumping, pouring, emitting, emptying, discharging,
         injecting, escaping, leaching, presence, dumping, migrating on or from
         the Project or adjacent property, or disposing of Hazardous Materials
         into the environment.

                  10.3 REMEDIATION. Notwithstanding anything else to the
         contrary herein, in the event any Hazardous Materials are discovered
         on, under or at the Premises (whether or not caused by an act or
         omission of Tenant or Tenant's Agents), Tenant shall immediately notify
         Landlord of any such discovery. If the Hazardous Materials have been
         placed, held, located, Released or disposed of by the acts or omissions
         of Tenant or Tenant's Agents (whether such Hazardous Materials are
         discovered by Landlord during the Term of this Lease or following the
         termination of the Lease), Tenant shall, at its sole cost and expense,
         comply with all Environmental Laws to remedy the situation, including,
         without limitation, promptly conducting a site assessment, taking
         immediate action required for containment of the Hazardous Materials,
         and preparing and implementing a plan for the clean-up of the Hazardous
         Materials. Landlord may at any time during the Term and within sixty
         (60) days thereafter, inspect the Premises for the existence of
         Hazardous Materials on the Premises placed, held, located, Released or
         disposed of by the acts or omissions of Tenant or Tenant's Agents. In
         the event Landlord discovers Hazardous Materials on the Premises
         placed, held, located, Released or disposed of by the acts or omissions
         of Tenant or Tenant's Agents, Tenant shall, at its sole cost and
         expense and upon demand of Landlord, reimburse Landlord for its costs
         to inspect the Premises and comply with Environmental Laws for the
         removal or remediation of the Hazardous Materials.

                  10.4 ENVIRONMENTAL INDEMNITY. Tenant hereby releases,
         indemnifies, holds harmless and agrees to defend Landlord and its
         Related Parties from and against any and all claims, causes of action,
         damages (including, without limitation, all foreseeable and
         unforeseeable consequential damages, injunction and other relief),
         fines, judgments, penalties, costs, liabilities, losses or expenses
         (including, without limitation, attorneys' fees and reasonable
         investigative and discovery costs) arising prior to, during or after
         the Term on account of or in connection with, or directly or indirectly
         arising from: (a) the violation of any Environmental Laws by Tenant or
         Tenant's Agents; (b) the presence, use, generation, storage,
         remediation, disposal or Release of Hazardous Materials in, on,


                                       7

<PAGE>

         under, or above the Project attributable to the acts or omissions of
         Tenant or Tenant's Agents; (c) any breach of the representations and
         warranties of Tenant contained in this SECTION 10; (d) any violation of
         the obligations of Tenant contained in this SECTION 10; (e) any
         violation by Tenant or Tenant's Agents of the obligations set forth in
         Sections 7.1 (Waste Disposal) and 7.2 (Hazardous Materials) of the
         Master Lease; and (f) any violation of the obligations of Tenant
         contained in this Lease regarding asbestos containing material ("ACM").
         Without limitation of the foregoing, this indemnification shall include
         any and all costs incurred due to any investigations of the Project or
         any cleanup, removal, repair, remediation, detoxification or
         restoration and the preparation of any closure or other plans required
         or permitted by any governmental authority, if caused by any act by
         Tenant or Tenant's Agents.

                  10.5 SURVIVAL. Tenant's representations, warranties,
         indemnifications and obligations under this SECTION 10 shall survive
         the expiration or termination of this Lease.

         11. COMPLIANCE WITH LAW.

                  11.1 PREMISES AND BUILDING. Landlord represents and warrants
         that to Landlord's actual knowledge without further investigation or
         inquiry, neither the Premises nor the building in which the Premises
         are located are in any material violation of any ordinance, rule, code,
         or regulation of any governmental agency. If applicable, Landlord will
         pursue its available remedies under the Master Lease in the event of
         any such material violation.

                  11.2 TENANT'S COMPLIANCE. Tenant shall obtain at its expense
         all necessary permits and approvals which may be required by any
         governmental entity for Tenant's use and occupancy of the Premises.
         Tenant shall not use the Premises or permit anything to be done in or
         about the Premises which will in any way conflict with any Legal
         Requirements. "LEGAL REQUIREMENTS" means all laws, statutes, codes,
         acts, ordinances, orders, judgments, decrees, injunctions, rules,
         regulations, permits, licenses, authorizations, directions and
         requirements of and agreements with all governments, departments,
         commissions, boards, courts, authorities, agencies, officials and
         officers, foreseen or unforeseen, ordinary or extraordinary, including,
         without limitation, any Environmental Laws, which now or at any time
         hereafter may be applicable to the Premises or any part thereof. Tenant
         shall, at its sole cost and expense, promptly comply with all Legal
         Requirements and requirements of any board of fire underwriters or
         other similar body now or hereafter constituted in relation to or
         affecting the condition, use or occupancy of the Premises, excluding
         structural changes not related to or affected by Tenant's improvements
         or acts.

                  11.3 CONDITION OF THE PREMISES. Tenant represents to Landlord
         that Tenant has inspected the Premises, (including an inspection to
         determine the existence of Hazardous Materials) and Landlord's title
         thereto prior to the execution and delivery of this Lease and has found
         the same to be satisfactory for all purposes hereunder and except as
         set forth in SECTION 1.2, TENANT ACCEPTS THEM IN THEIR "AS IS", "WHERE
         IS" CONDITION, SUBJECT TO ALL LEGAL REQUIREMENTS, ANY STATE OF FACTS
         WHICH AN ACCURATE SURVEY OR PHYSICAL INSPECTION OF THE PREMISES MIGHT
         SHOW, WITHOUT WARRANTIES,


                                       8

<PAGE>

         EITHER EXPRESS OR IMPLIED, "WITH ALL FAULTS", INCLUDING BUT NOT LIMITED
         TO BOTH LATENT AND PATENT DEFECTS, AND THE EXISTENCE OF HAZARDOUS
         MATERIALS, IF ANY. TENANT HEREBY WAIVES ALL WARRANTIES, EXPRESS OR
         IMPLIED, REGARDING THE TITLE, CONDITION AND USE OF THE PREMISES,
         INCLUDING, BUT NOT LIMITED TO ANY WARRANTY OF MERCHANTABILITY OR
         FITNESS FOR A PARTICULAR PURPOSE.

         Landlord's Initials: /s/ Bruce Lyman
                             -------------------------
         Tenant's Initials: /s/ Brian Barnard
                           ---------------------------

         12. ALTERATIONS. Tenant shall not make or allow to be made any
alterations, additions or improvements (sometimes referred to herein as
"ALTERATIONS") to or of the Premises, or any part thereof, without first (a)
complying with the provisions of SECTION 11 of this Lease with respect to such
Alterations, (b) complying with the provisions of Section 5.2 (Tenant's
Alterations) of the Master Lease, and (c) obtaining the written consent of
Master Landlord and Landlord, which consent may be conditioned upon the
requirement that upon demand by Master Landlord or Landlord on any expiration or
earlier termination of this Lease, Tenant shall remove immediately, at Tenant's
sole cost and expense, any Alterations and repair and restore the portion of the
Premises so altered to its original condition, reasonable wear and tear
excepted. Tenant shall not make any Alterations which reduce the value of the
Premises, which shall be determined in Landlord's sole discretion. For the
purposes of making or having made Alterations to the Premises, Tenant shall only
use a contractor that (x) has met the requirements set forth in SECTION 15 of
this Lease, and (y) has been approved in writing by Landlord. Unless Landlord
requires otherwise, all Alterations shall become the property of Landlord and
shall be surrendered with the Premises as a part thereof, at the expiration or
earlier termination of the Term. Plans setting forth in reasonable detail
Tenant's proposed Alterations must first be approved in writing by Landlord,
which approval shall not unreasonably be withheld. Notwithstanding anything in
this Lease to the contrary, as a condition to granting consent to any
alterations, improvements or additions to the Premises proposed by Tenant or
required by law or regulation, Landlord may require that Landlord or Landlord's
designee make such alterations, improvements or additions and/or remove any
friable ACM or ACM that may become friable as a result of such alterations,
improvements or additions, at Tenant's cost and expense. Tenant shall reimburse
Landlord upon demand for any costs and expenses incurred by Landlord in
connection with such alterations, improvements or additions, and/or the removal
of ACM. Tenant shall cooperate fully in accomplishing any ACM survey and removal
procedures required by this Lease or Environmental Laws. Tenant shall, if and as
necessary, and without abatement of rent, close for occupancy and use all or
part of the Premises, as reasonably required, pending the completion of ACM
removal.

         13. MAINTENANCE AND REPAIR.

                  13.1 TENANT'S OBLIGATIONS. Tenant shall, at Tenant's sole cost
         and expense, assume Landlord's maintenance obligations under the Master
         Lease. Without limiting the generality of the foregoing, Tenant will
         keep all the Premises and every part thereof in good condition and
         repair, including without limitation, the maintenance and repair of any
         entrances, vestibules, window casements and glass, showcases,
         skylights, glazing, HVAC system (both within or dedicated for the
         exclusive use of the Premises), plumbing pipes, electrical, wiring and
         conduits; damage thereto by fire, earthquake or other insured


                                       9

<PAGE>

         casualty, act of God, or the elements excepted. If Landlord requests,
         Tenant shall continuously maintain a service contract on the HVAC
         system and provide Landlord with a copy of the same. Such contract
         shall be with a reputable licensed heating and air conditioning
         company. If Tenant does not maintain the Premises as required under
         this SECTION 13.1 promptly and adequately, Landlord may, but need not,
         do so and Tenant shall immediately upon demand pay Landlord's cost
         therefor. Tenant hereby waives all right to make repairs at the expense
         of Landlord as provided under any law, statute, ordinance now or
         hereafter in effect. Tenant shall, upon the expiration or sooner
         termination of this Lease, surrender the Premises to Landlord in the
         same condition as when received, broom clean, ordinary wear and tear
         and damage by casualty excepted.

                  13.2 LANDLORD'S OBLIGATIONS. Notwithstanding the foregoing,
         Landlord shall cooperate with Tenant in reasonably enforcing the Master
         Landlord's maintenance obligations as set forth in Sections 6.2 and 6.3
         of the Master Lease with respect to the Premises, the buildings, and
         the common area of the Project. Upon expiration of the Transition
         Period, Tenant may directly contact the Master Landlord in writing with
         respect to maintenance and repairs required to be performed by the
         Master Landlord under the Master Lease. Tenant agrees to provide
         Landlord a copy of all notices and written correspondence with the
         Master Landlord. Except as expressly provided to the contrary herein,
         in no event shall Landlord be required to make any repairs to the roof,
         exterior and structural parts of the building, HVAC or other building
         service equipment and/or utility facilities serving any portion of the
         common areas of the Project, or any other obligations of the Master
         Landlord under the Master Lease.

                  13.3 TENANT'S ACM OBLIGATIONS. Notwithstanding anything to the
         contrary contained in this Lease, Tenant, at its sole cost and expense,
         shall survey the ACM, if any, within the Premises from time to time,
         though no less often than annually. Such survey shall be conducted by
         an asbestos consultant selected by Landlord and certified by the
         Environmental Protection Agency ("EPA CONTRACTOR") pursuant to the
         procedures set forth in the Asbestos Hazard Emergency Response Act, and
         regulations promulgated thereunder and the National Emissions Standards
         for Hazardous Air Pollutants. Evidence of such survey, reasonably
         satisfactory to Landlord, shall be submitted to Landlord upon
         completion. If the survey shows the presence of any ACM which is
         friable or which may become friable during the ordinary course of
         Tenant's business, Tenant shall cause such ACM to be removed at
         Tenant's expense by an EPA Contractor.


         14. ADA COMPLIANCE. Landlord represents that to Landlord's actual
knowledge without further investigation or inquiry, the Premises comply with the
provisions of the Americans with Disabilities Act ("ADA") in effect as of the
date this Lease is executed by Landlord. The cost of compliance with the ADA
shall be the obligation of Master Landlord and Tenant.

         15. LIENS. Tenant shall keep the Premises free from any liens arising
out of any work performed, materials furnished, or obligations incurred by or
for Tenant. Tenant shall require any contractor or other person performing work
on the Premises, including, without limitation, in connection with any
Alterations, to be licensed by the state in which the Premises are located and
to obtain a performance, completion and payment bond naming Landlord as an
additional obligee and releasing the Premises from any lien claimed, which bond
shall be in an


                                       10

<PAGE>

amount equal to one and one-fourth (1-1/4) times the estimated cost of such
work. If Tenant shall be in default in paying any charge for which a bond or
other lien claim has been filed and shall not have given Landlord security to
protect the Premises, the Project and Landlord, then Landlord may, but shall not
be obligated to, pay the claim. Any costs and attorneys' fees incurred by
Landlord in connection therewith, shall be immediately due and owing from Tenant
to Landlord. Tenant may contest the validity and/or amount of any lien imposed
on the Premises, provided Tenant has caused such lien to be released of record
by payment or posting of a proper bond.

         16. OPERATION. Tenant will install fixtures, initially open and operate
the Premises in a manner consistent with the other tenants in the Project.
Nothing in this Lease shall be interpreted as a requirement to continuously
operate in the Premises. Tenant agrees to give Landlord at least thirty (30)
days notice of the date that Tenant anticipates ceasing operations on the
Premises.

         17. UTILITIES.

                  17.1 TRANSITION PERIOD. During the Transition Period, all
         utilities shared by Landlord and Tenant shall remain in the name of the
         Landlord, with the cost of such utilities ratably allocated between
         Landlord and Tenant based upon Landlord's Allocated Share and Tenant's
         Allocated Share. Landlord shall provide Tenant with a monthly statement
         for such utilities. Tenant agrees to pay as additional rent Tenant's
         Allocated Share of such utilities within ten (10) days after being
         invoiced by Landlord.

                  17.2 REMAINING TERM. Immediately after expiration of the
         Transition Period, Tenant shall pay directly to the Master Landlord,
         before delinquency, all utility deposits and fees including any present
         or future installation, hook-up and/or service charges, together with
         any taxes thereon, for water, electricity, sewage, gas, telephone and
         any other utility services supplied to the Premises. Tenant shall not
         install any equipment which will exceed or overload the capacity of
         existing utility facilities. If any equipment installed by Tenant shall
         require additional utility facilities, Tenant shall first obtain
         Landlord's written consent to such installation and such installation
         shall be at Tenant's expense. If any utility charges are not paid when
         due, Landlord may pay the same and any amount so paid by Landlord shall
         be immediately due and owing from Tenant to Landlord as additional
         rent.

         18. RULES AND REGULATIONS. Tenant shall comply with all rules and
regulations from time to time promulgated by Master Landlord or Landlord.
Neither Master Landlord nor Landlord shall be responsible to Tenant for the
non-performance by any other tenant or occupant of the Project of any of such
rules and regulations.

         19. ENTRY BY LANDLORD. Landlord reserves for itself and the Master
Landlord and shall at any reasonable time have the right to enter the Premises
in a commercially reasonable manner to inspect the same, to remediate Hazardous
Materials, to perform ACM surveys, to submit the Premises to prospective
purchasers or tenants, to post notices of non-responsibility, and to repair the
Premises.


                                       11

<PAGE>

         20. COMMON AREA; ASSESSMENTS.

                  20.1 COMMON AREA OF PROJECT. Tenant shall have the right to
         use and enjoy the common areas that are designated as such in the
         Master Lease, on the terms and conditions set forth in the Master
         Lease. As additional rent, Tenant shall pay Tenant's Share (as such
         term is defined in the Master Lease) with respect to the common areas
         of the Project and the building in which the Premises are located.
         During the Transition Period, the Common Operating Expenses (as such
         term is defined in the Master Lease) shall be allocated between
         Landlord and Tenant in accordance with SECTION 1.2. During the
         Transition Period, Tenant agrees to pay as additional rent Tenant's
         Allocated Share of the Common Operating Expenses within ten (10) days
         after being invoiced by Landlord. After expiration of the Transition
         Period, Tenant shall pay directly to Master Landlord Tenant's Share of
         Common Operating Expenses on or prior to the date payment is required
         therefor by Master Landlord.

                  20.2 COMMON AREA OF PREMISES DURING TRANSITION PERIOD. During
         the Transition Period, the Parties shall cooperate in good faith in
         maintaining and operating the common areas of the Premises as outlined
         in EXHIBIT A (the "TRANSITION PERIOD COMMON AREA") in a first class and
         business like manner (including but not limited to maintaining a
         minimum noise level). The Parties further agree that with respect to
         the IT lab shared by the Parties during the Transition Period, neither
         Party (including officer, directors, employees, agents and invitees)
         shall use, disturb or interfere with the other Parties phone switches,
         servers, or other equipment or property located in or about the IT lab.
         Moreover, the Parties and their respective employees, agents and
         invitees shall not enter into any office area or other prohibited area
         of the other Party as outlined on EXHIBIT A (and as may be designated
         from time to time in writing by the Parties) without the prior consent
         of the other Party. The Parties shall cause their officers, directors,
         employees, agents and invitees to comply with that certain
         Non-Disclosure Agreement between Landlord and Tenant dated the 1st day
         of February, 2000 (the "NON-DISCLOSURE AGREEMENT").

         21. PARKING. Subject to the Master Lease, Tenant shall be entitled to
3.8 parking stalls per 1,000 square feet of the Premises leased to Tenant
hereunder. Tenant shall also have the non-exclusive right to use Landlord's
designated visitor parking area.

         22. TAXES. All taxes allocated to Landlord under the Master Lease shall
be paid, when due, by Tenant. Tenant agrees to pay all taxes connected with
Tenant's equipment and trade fixtures located upon the Premises. Notwithstanding
the foregoing, real property taxes associated with the Premises shall be
allocated ratably between Landlord and Tenant during the Transition Period based
upon their respective Allocated Shares.

         23. INSURANCE; INDEMNIFICATION.

                  23.1 INDEMNIFICATION. Tenant hereby indemnifies, holds
         harmless and agrees to defend Landlord and Master Landlord and their
         Related Parties from and against all claims, damages, expenses
         (including, without limitation, attorneys' fees and reasonable
         investigative and discovery costs), liabilities and judgments on
         account of injury to persons, loss of life, or damage to property
         occurring on the Premises, the Project, the


                                       12

<PAGE>

         common areas, and the ways immediately adjoining the Premises and the
         Project, caused by the active or passive negligence or willful
         misconduct of Tenant, its agents, servants, or employees; provided,
         Tenant does not indemnify Landlord against any injury, loss of life, or
         damage which is caused by the active or passive negligence or willful
         misconduct of Landlord, its agents, servants or employees. Landlord
         hereby indemnifies, holds harmless and agrees to defend Tenant and its
         Related Parties from and against all claims, damages, expenses
         (including, without limitation, attorneys' fees and reasonable
         investigative and discovery costs), liabilities and judgments, on
         account of injury to persons, loss of life, or damage to property
         occurring in the Premises, the Project, the common areas, and the ways
         immediately adjoining the Premises and the Project caused by the active
         or passive negligence or willful misconduct of Landlord, its agents,
         servants or employees; provided, Landlord does not indemnify Tenant
         against any injury, loss of life or damage which is caused by the
         active or passive negligence or willful misconduct of Tenant, or
         Tenant's agents, servants or employees. The Parties' obligations with
         respect to indemnification hereunder shall remain effective
         notwithstanding the expiration or termination of this Lease, as to
         claims or liability arising or accruing prior to the expiration or
         termination of this Lease.

                  23.2 WAIVER OF CERTAIN RIGHTS. With respect to any loss or
         damage that may occur to the Premises (or any improvements thereon) or
         the respective property of the Parties therein, arising from any peril
         customarily insured under a special form (all risk) insurance policy,
         regardless of the cause or origin, excluding willful acts but including
         negligence of the Parties, their agents, servants or employees, the
         Party required to carry such insurance and suffering such loss hereby
         releases the other Party from all claims with respect to such loss
         except as specifically provided in SECTIONS 12 (alterations), 13
         (maintenance and repair), and 24 (damage and destruction); and Landlord
         and Tenant mutually agree that their respective insurance companies
         shall have no right of subrogation against the other Party or the
         Master Landlord on account of any such loss, and each Party shall
         procure from its respective insurers under all policies of insurance a
         waiver of all rights of subrogation against the other Party and the
         Master Landlord which the insurance might otherwise have under such
         policies.

                  23.3 LIABILITY INSURANCE COVERAGE AND LIMITS. During the
         Transition Period, Tenant and Landlord each agrees to maintain and/or
         cause to be maintained, at no cost to the other Party, liability
         insurance insuring its interests against claims for personal injury,
         bodily injury, death and property damage occurring on, in or about the
         Premises and the ways immediately adjoining the Premises, with a
         "Combined Single Limit" (covering personal injury, bodily injury
         liability and property damage liability) of not less than Five Million
         Dollars ($5,000,000) for total claims for any one occurrence. Any
         insurance required to be provided under this Section may be in the form
         of blanket liability coverage so long as the blanket policy does not
         reduce the limits nor diminish the coverage required herein. After
         expiration of the Transition Period, Landlord shall not be required to
         maintain liability insurance as described in this SECTION 23.3.

                  23.4 OTHER INSURANCE. During the Transition Period, Landlord
         shall maintain such other policies of insurance as may be required
         under the Master Lease. Unless otherwise agreed to by the Parties, the
         cost of such other policies of insurance shall be ratably allocated
         between Landlord and Tenant based upon Landlord's Allocated Share


                                       13

<PAGE>

         and Tenant's Allocated Share. Landlord shall provide Tenant with a
         monthly statement of the cost of such other policies of insurance.
         Tenant agrees to pay as additional rent Tenant's Allocated Share of
         such cost of insurance within ten (10) days after being invoiced by
         Landlord. After expiration of the Transition Period, Tenant shall be
         solely responsible to maintain all policies of insurance as required
         (or may be required) under Section 9.1 of the Master Lease.

                  23.5 POLICY REQUIREMENTS. All policies of insurance shall (a)
         comply with the requirements of Sections 9.1 and 9.3 of the Master
         Lease, (b) insure the performance by Landlord or Tenant, as the case
         may be, of the indemnity agreements contained herein and in the Master
         Lease, and (c) contain a provision that the insurance company will
         furnish Master Landlord, Landlord and Tenant thirty (30) days advance
         written notice of any cancellation or lapse, or the effective date of
         any reduction in the amounts or scope of coverage. Each Party shall
         promptly notify the other Party and the Master Landlord of any asserted
         claim with respect to which such Party is or may be indemnified against
         hereunder and shall deliver to such Party and Master Landlord copies of
         process and pleadings.

                  23.6 CONTRACTOR'S INSURANCE. During the period of any
         construction on the Premises by or at the request of any Party, such
         Party agrees to obtain or require its contractor to obtain and
         thereafter maintain so long as such construction activity is occurring,
         at least the following minimum insurance coverage:

                           (a) Workers' compensation - statutory limits;

                           (b) Employer's liability - One Hundred Thousand
                  Dollars ($100,000);

                           (c) Comprehensive general liability and commercial
                  automobile liability with both Parties named as an additional
                  insureds, as their interests may appear, in accordance with
                  the following:

                                    (i) "Combined Single Limit" (covering
                           personal injury liability, bodily injury liability,
                           and property damage liability) of not less than Five
                           Million Dollars ($5,000,000) for total claims for any
                           one occurrence;

                                    (ii) Independent Contractor's Liability or
                           Owner's Protective Liability with the same coverage
                           as set forth in (i) above;

                                    (iii) Products/Completed Operations Coverage
                           which shall be kept in effect for two (2) years after
                           completion of work;

                                    (iv) "XCU" Hazard Coverage, if applicable;

                                    (v) "Broad Form" Property Damage
                           Endorsements;

                                    (vi) "Personal Injury" Endorsements; and

                                    (vii) "Blanket Contractual Liability"
                           Endorsement.


                                       14

<PAGE>

                  23.7 WORKERS' COMPENSATION INSURANCE. Tenant agrees to
         maintain and keep in force, during the Term all Workers' Compensation
         and Employers' Liability Insurance required under applicable Workers'
         Compensation Acts.

         24. DAMAGE AND DESTRUCTION.

                  24.1 MASTER LANDLORD'S DUTY TO REPAIR. If the Premises or
         access to it is wholly or partially destroyed by fire or other casualty
         ("CASUALTY EVENT"), the Master Landlord shall be obligated to restore
         the Premises, unless the Master Lease is terminated by Landlord or
         Master Landlord under the Master Lease. Tenant hereby acknowledges that
         Landlord shall not in any event be required to repair or restore the
         Premises.

                  24.2 TERMINATION BY MASTER LANDLORD. Tenant hereby
         acknowledges that the Master Lease may be terminated by Master Landlord
         after a Casualty Event in accordance with Section 11.2 of the Master
         Lease. If Master Landlord elects to so terminate the Master Lease, this
         Lease shall automatically terminate.

                  24.3 TERMINATION BY TENANT. Landlord hereby agrees that
         Landlord will not terminate the Master Lease in accordance with Section
         11.3 of the Master Lease after a Casualty Event without the prior
         written consent of Tenant.

                  24.4 ABATEMENT OF RENT. If Landlord's rent under the Master
         Lease abates after a Casualty Event in accordance with Section 11.4 of
         the Master Lease, rent hereunder shall abate in the same manner and to
         the same extent as provided in Section 11.4 of the Master Lease.

         25. CONDEMNATION.

                  25.1 TERMINATION BY MASTER LANDLORD. Tenant hereby
         acknowledges that if all or any material part of the Premises shall be
         condemned or taken by any public authority or by any other person or
         corporation under any statute, by eminent domain or by any transfer in
         lieu thereof ("TAKING"), the Master Lease is subject to termination by
         Master Landlord in accordance with Section 12.1 of the Master Lease. If
         Master Landlord so elects to terminate the Master Lease as a result of
         a Taking, this Lease shall automatically terminate.

                  25.2 TERMINATION BY TENANT. In the event of a Taking, Landlord
         hereby agrees that Landlord will not terminate the Master Lease
         pursuant to Sections 12.2 and 12.4 of the Master Lease without the
         prior written consent of Tenant.

                  25.3 RESTORATION. If the Master Lease is not terminated after
         a Taking, Master Landlord shall be solely obligated to restore the
         remaining portion of the Premises.

                  25.4 ABATEMENT OF RENT. If Landlord's rent under the Master
         Lease abates as a result of a Taking in accordance with Section 12.3 or
         Section 12.4 of the Master Lease, rent hereunder shall abate in the
         same manner and to the same extent as provided in Section 12.3 and
         Section 12.4 of the Master Lease.


                                       15

<PAGE>

         26. SIGNS.

                  26.1 GENERALLY. Tenant may place signs on the Premises upon
         the terms and conditions specified in the Sign Criteria, Declaration of
         Covenants, Conditions, and Restrictions of Montague Park (the "SIGN
         DECLARATION") attached to the Master Lease as Exhibit D, as the same
         may be amended from time to time, so long as Tenant first obtains the
         approval of Master Landlord (if required by the Master Lease ) and the
         Approving Agent (as defined in the Sign Declaration) for the location
         and design of any lobby door signs, exterior signs and window display
         signs on the Premises, PROVIDED, HOWEVER, that during the Transition
         Period, and with such approval as may be required as described above,
         Landlord and Tenant may, at their sole expense respectively, place
         their logos on the lobby doors and/or on the lobby walls. Landlord and
         Tenant agree to cooperate in good faith in the placement of any
         approved lobby signage or lobby door decals. Any permitted sign shall
         be of a neat character and design, and shall advertise or refer only to
         the kind and character of business which Tenant is permitted to conduct
         on the Premises. No signs shall be displayed by Tenant and no
         showcases, merchandise, obstructions, or any advertising device of any
         kind whatsoever shall be placed by Tenant in or on the sidewalks, or
         other Common Area of the Project, and Tenant shall not install any
         awnings on the Premises without Landlord's prior written consent.

                  26.2 EXISTING MONUMENT SIGN. During the Term, Tenant shall
         have the right, at its sole cost and expense and subject to any
         required approvals under the Master Lease, to display its logo or
         design in the position to which Landlord is entitled on the existing
         Project monument sign, PROVIDED, HOWEVER, that during the Transition
         Period, subject to any approvals required under the Master Lease, both
         Landlord and Tenant may display their respective logo or design in
         Landlord's position on the existing Project monument with each Party
         responsible for the expense of its respective logo or design. The
         Parties agree to cooperate in good faith in the design and display of
         such logos and designs during the Transition Period.

         27. ASSIGNMENT, SUBLETTING, AND ENCUMBRANCES.

                  27.1 LANDLORD'S CONSENT REQUIRED. Tenant shall not voluntarily
         or involuntarily assign, transfer, mortgage, pledge or encumber this
         Lease or any interest therein, and shall not sublet the Premises or any
         part thereof without the prior written consent of Master Landlord and
         Landlord. Master Landlord's consent shall be obtained in accordance
         with the Master Lease. Landlord's consent (i) may be withheld in the
         sole discretion of Landlord during the Transition Period, and (ii) may
         not be unreasonably withheld by Landlord after expiration of the
         Transition Period. Any attempt by Tenant to assign its interest in this
         Lease or sublet the Premises without such consent shall be null and
         void and shall be deemed a breach of this Lease by Tenant. Any such
         assignment or sublease to which Master Landlord and Landlord consent
         shall comply with the terms of this Lease and the Master Lease.

                  27.2 TENANT'S APPLICATION TO ASSIGN OR SUBLEASE. If Tenant
         desires at any time to assign this Lease or sublet the Premises or any
         portion thereof, Tenant shall submit to Landlord, at least sixty (60)
         days prior to the proposed effective date of the assignment or sublease
         ("PROPOSED EFFECTIVE DATE"), in writing: (a) a notice of intention


                                       16

<PAGE>

         to assign or sublease setting forth the Proposed Effective Date, which
         shall be not less than sixty (60) days after Landlord's receipt of such
         notice; (b) the name of the proposed subtenant or assignee and resume
         setting forth the business experience of the proposed subtenant or
         assignee; (c) the nature of the proposed subtenant's or assignee's
         business to be carried on in the Premises; (d) the terms and provisions
         of the proposed sublease or assignment; (e) such financial information
         as Landlord or Master Landlord may require concerning the proposed
         subtenant or assignee, including, without limitation, a financial
         statement of the proposed subtenant or assignee compiled by a certified
         public accountant; (f) references Landlord may call upon to verify any
         representations made with respect to the proposed subtenant or
         assignee, as well as its reputation for timely payment of obligations;
         and (g) such other information as may be required by the Master
         Landlord under the Master Lease. Landlord will notify Tenant of its
         approval or disapproval of the proposed sublease or assignment prior to
         the Proposed Effective Date.

                  27.3 LANDLORD'S OPTION TO TERMINATE. If Landlord does not
         consent to Tenant's proposed sublease or assignment pursuant to SECTION
         27.1 of this Lease, then by written notice to Tenant at any time within
         thirty (30) days after Landlord's receipt of the information specified
         in SECTION 27.2 of this Lease, Landlord may, but shall not be required
         to elect:

                           (a) to sublease the Premises or such portion thereof
                  to be subleased by Tenant, or to take an assignment of
                  Tenant's leasehold estate hereunder or such part thereof as
                  shall be specified in such notice, upon the same terms as
                  those offered to the proposed subtenant or assignee, as the
                  case may be; or

                           (b) to terminate this Lease as to the portion of the
                  Premises so proposed to be subleased or assigned, with a
                  proportionate abatement in the rent payable hereunder.

                           No termination of this Lease shall become effective
                  without the prior written consent of the holder of any first
                  deed of trust to which this Lease is subject.

                  27.4 ASSIGNMENT OR SUBLEASE PROFIT. Unless otherwise agreed to
         by the Parties in writing, for any approved assignment or sublease of
         all or a portion of the Premises where the rent reserved in the
         assignment or sublease exceeds the rent or pro rata portion of the
         rent, as the case may be, for such space reserved in this Lease, Tenant
         shall pay Landlord monthly, as additional rent, at the same time as the
         payment of rent required hereunder, the excess of the rent reserved in
         the assignment or sublease over the rent reserved in this Lease
         applicable to the assigned or subleased space. For any approved
         assignment or sublease of this Lease or the Premises, Tenant shall pay
         Landlord, immediately upon receipt, all consideration received by
         tenant as a result of such assignment or sublease.

                  27.5 FEES FOR REVIEW. If Tenant shall apply for an assignment,
         sublease, or encumbrance under this SECTION 27, Tenant shall pay to
         Landlord an application fee equal to the greater of (a) the sum of Five
         Hundred Dollars ($500.00) as a non-refundable fee for Landlord's time
         and processing incurred in connection with reviewing such


                                       17

<PAGE>

         application and (b) such fee and costs that may assessed against
         Landlord by the Master Landlord to review such proposed assignment. In
         addition to such fee, Tenant shall pay to Landlord, if Landlord retains
         the services of an attorney to review such application, all reasonable
         attorneys' fees incurred by Landlord in connection with such review, in
         an amount not to exceed One Thousand and no/100 Dollars ($1,000) in
         each instance, unless otherwise agreed to by the Parties in writing.
         Tenant's obligation to pay Landlord such amounts as described in this
         SECTION 27.5 shall be payable regardless of whether consent to the
         proposed transfer is granted by Landlord and/or Master Landlord.

                  27.6 NO RELEASE OF TENANT OR GUARANTOR. No assignment or
         subletting by Tenant shall relieve Tenant or any guarantor of any
         obligation to be performed by Tenant under this Lease, whether
         occurring before or after such assignment or subletting. The acceptance
         of rent by Landlord from any other person shall not be deemed to be a
         waiver by Landlord of any provision, or other transfer or be a release
         of Tenant or any guarantor from any obligation under this Lease or
         under any guaranty documents, as the case may be.

                  27.7 ASSUMPTION OF OBLIGATIONS. Each permitted assignee or
         sublessee shall assume all obligations of Tenant under this Lease and
         shall be and remain liable jointly and severally with Tenant for the
         payment of rent, and for the due performance of all the terms,
         covenants, conditions and agreements herein contained on Tenant's part
         to be performed for the term of this Lease, including payment of the
         full amount of rent set forth in the assignment or sublease. No
         assignment or sublease shall be binding on Landlord unless Landlord
         shall have given its written consent thereto and such assignee or
         sublessee shall deliver to Landlord a fully executed original of such
         assignment or sublease and an instrument in recordable form which
         contains a covenant of assumption by the assignee or sublessee
         satisfactory in substance and form to Landlord consistent with the
         above requirements (but the failure or refusal of the assignee to
         execute such instrument of assumption shall not release or discharge
         the assignee from its liability).

                  27.8 ASSIGNMENT. For purposes of this SECTION 27, each of the
         following shall constitute an "ASSIGNMENT": (a) if Tenant is a
         partnership, a withdrawal or change, voluntarily, involuntarily, or by
         operation of law, of any partner or the dissolution of the partnership;
         (b) if Tenant consists of more than one person, a purported assignment,
         voluntarily, involuntarily, or by operation of law, from one person to
         another; (c) if Tenant is a corporation (whose stock is not traded
         through an exchange or over the counter) any liquidation, dissolution,
         merger, consolidation or other reorganization of Tenant, or the sale,
         exchange, trade, assignment, hypothecation or other transfer of an
         aggregate of twenty five percent (25%) or more of the capital stock of
         Tenant, or the sale of an aggregate of twenty five percent (25%) or
         more of the value of the assets of Tenant; and (d) such event or events
         that are deemed to be an assignment under the Master Lease.

                  27.9 VESTING. Landlord's rights under this SECTION 27
         irrevocably vest upon receipt of Tenant's notice of intent to assign,
         encumber or sublease, and no attempted withdrawal of such notice by
         Tenant shall affect such rights.

         28. HOLDING OVER. This Lease shall terminate without further notice at
the expiration of the Term. Any holding over by Tenant after expiration of the
Term shall not


                                       18

<PAGE>

constitute a renewal or extension of the Lease or give Tenant any rights in or
to the Premises except as expressly provided in this Lease. Any holding over
after such expiration with the written consent of Landlord and Master Landlord
shall be construed to be a tenancy from month to month on the same terms and
conditions herein specified insofar as applicable except that rent payable
hereunder shall be increased to an amount equal to 150% of the monthly rent
payable during the last full calendar month of the Term.

         If Tenant holds over after the expiration or earlier termination of the
Lease term without the written consent of Landlord and Master Landlord, Tenant
shall become a tenant at sufferance only, at a rental rate equal to 175% of the
monthly rent payable during the last full calendar month of the Term, and
otherwise upon the terms, covenants and conditions of this Lease. Acceptance by
Landlord of rent after such expiration or earlier termination shall not
constitute a consent to a holdover hereunder or result in a renewal. The
provisions of this SECTION 28 are in addition to and do not affect Landlord's or
Master Landlord's right of reentry or any other rights of Landlord hereunder or
of Master Landlord under the Master Lease or as otherwise provided by law.

         If Tenant fails to surrender the Premises upon the termination of this
Lease, Tenant shall indemnify and hold Landlord and Master Landlord harmless
from any loss or liability resulting from such failure to surrender, including,
without limitation, any claims made by any succeeding tenant arising out of such
failure.

         29. QUIET ENJOYMENT. Subject to the provisions of this Lease and the
Master Lease, and conditioned upon performance of all of the provisions to be
performed by Tenant hereunder, Landlord shall secure to Tenant during the Term
the quiet and peaceful possession of the Premises and all rights and privileges
appurtenant thereto.

         30. SUBORDINATION & ATTORNMENT; ESTOPPEL CERTIFICATES. This Lease is
junior, subject, and subordinate to all ground leases, the Master Lease,
mortgages, deeds of trust, and other security instruments of any kind now or in
the future encumbering the Premises, the Project, or any portion thereof. Tenant
covenants and agrees to execute and deliver upon demand such further instruments
evidencing such subordination of this Lease as may be requested by Landlord. In
the event of the foreclosure of any such lien or encumbrance, or the transfer of
title to or Landlord's leasehold interest in the Premises or the Project, Tenant
shall attorn to the transferee, and will recognize such transferee as Landlord
under this Lease provided Tenant's right to quiet possession of the Premises is
not affected as a result of such foreclosure or transfer and that Tenant
receives a notice from Landlord informing Tenant of such change. Tenant shall at
any time and from time to time upon not less than fifteen (15) days prior notice
from Landlord, execute, acknowledge and deliver to Landlord, Master Landlord or
any proposed mortgagee, purchaser or successor in interest, a statement in
writing certifying that this Lease is unmodified and in full force and effect
(or if there have been modifications, that the same are in full force and effect
as modified and stating the modifications) and the dates to which the rent and
other charges have been paid in advance, if any, and stating whether or not to
the best knowledge of Tenant, Landlord is in default in the performance of any
covenant, agreement or condition contained in this Lease and, if so, specifying
each such default of which Tenant may have knowledge, and stating such other
reasonable matters as Landlord may request. Tenant acknowledges that any such
statement delivered pursuant to this Section may be relied upon by


                                       19

<PAGE>

Landlord, any prospective mortgagee, ground lessor, Master Landlord or other
like encumbrance thereof or any assignee of any such encumbrance upon the
Premises or the Project.

         31. DEFAULT BY TENANT. The occurrence of any one or more of the
following events shall be deemed a default ("DEFAULT"):

                  31.1 Tenant shall fail to pay any rent to Landlord when the
         same is due, and such failure continues for three (3) days after
         Landlord has given Tenant written notice specifying the amount due (it
         being agreed, however, Landlord shall have no obligation to give Tenant
         more than three (3) of such notices in any calendar year); provided,
         any such notice shall be in lieu of, and not in addition to, any
         statutory unlawful detainer notice provided for in the state in which
         the Premises are located.

                  31.2 Tenant shall fail to observe and perform any other
         provision of this Lease to be observed or performed by Tenant, where
         such failure continues for twenty (20) days (except where a different
         period of time is specified in this Lease) after written notice by
         Landlord to Tenant; provided, that any such notice shall be in lieu of,
         and not in addition to, any statutory unlawful detainer notice provided
         for in the state in which the Premises are located. If the nature of
         such default is such that the same cannot be cured within such twenty
         (20) day period, Tenant shall not be deemed to be in default if Tenant
         shall within such period commence such cure and thereafter diligently
         prosecute the same to completion.

                  31.3 Tenant shall file a voluntary petition in bankruptcy or a
         petition or answer seeking a reorganization, arrangement, composition,
         readjustment, liquidation, dissolution or other relief of the same or
         different kind under any provision of the bankruptcy laws, or Tenant
         shall make an assignment for the benefit of creditors;

                  31.4 An involuntary petition in bankruptcy against Tenant or
         petition or answer made by a person other than Tenant seeking a
         reorganization, arrangement, composition, readjustment, liquidation,
         dissolution or other relief against Tenant of the same or different
         kind under any provision of the bankruptcy laws is filed or if a
         receiver is appointed having jurisdiction of the business property or
         assets of Tenant on the Premises, and, in any of such events, if Tenant
         shall not properly commence and expeditiously pursue action to dismiss
         any such involuntary petition or answer or to vacate such receivership
         and, if after diligently exhausting Tenant's remedies, such petition
         shall not be dismissed or the receivership vacated;

                  31.5 Tenant makes or has made or furnishes any warranty,
         representation or statement to Landlord in connection with this Lease,
         or any other agreement to which tenant and Landlord are parties, which
         is or was false or misleading in any material respect when made or
         furnished;

                  31.6 Tenant fails to cause a release, within ten (10) days
         after receipt by Tenant of a notice informing Tenant of the filing of
         any lien arising out of any work performed, materials furnished, or
         obligations incurred by or for Tenant, which has been filed against the
         Premises;


                                       20

<PAGE>

                  31.7 Tenant attempts to transfer, assign, sublet or permit the
         occupancy of the Premises in contravention of SECTION 27 of this Lease;

                  31.8 Tenant vacates or abandons the Premises; or

                  31.9 Tenant's act or failure to act that results in a default
         under the Master Lease.

                  31.10 Tenant's default under the Non-Disclosure Agreement
         described in SECTION 20.2.

         32. REMEDIES.

                  32.1 RIGHTS AND REMEDIES. Upon the occurrence of a Default,
         Landlord shall have, in addition to any other rights or remedies
         provided in this Lease or otherwise available at law or in equity, the
         following rights and remedies:

                           (a) Landlord shall have the immediate right to
                  re-enter the Premises and expel Tenant or any person or
                  persons occupying the same, with or without legal process, and
                  in any such event, Tenant agrees to peacefully and quietly
                  yield-up and surrender the Premises to Landlord.

                           (b) Landlord may elect to either terminate this Lease
                  by giving written notice to Tenant or from time to time and
                  without terminating this Lease (or Tenant's right to
                  possession of the Premises), attempt to relet the Premises or
                  any part thereof for such term or terms (which may be for a
                  term extending beyond the Term of this Lease) and at such
                  rental and upon such other terms and conditions as Landlord
                  deems advisable; provided, Landlord shall use its good faith
                  efforts to obtain the best terms and conditions available
                  thereon using reasonable business judgment under the
                  circumstances. Upon any such reletting, Tenant shall
                  immediately vacate the Premises and Tenant shall be
                  immediately liable to pay to Landlord the cost and expense of
                  such reletting, the cost of any alterations and repairs
                  reasonably deemed necessary by Landlord to affect such
                  reletting and the amount, if any, by which the rent reserved
                  in this Lease for the period of such reletting (but not beyond
                  the Term of this Lease then in effect) exceeds the amount
                  agreed to be paid as rent for the Premises for such period of
                  reletting.

                           (c) If Landlord elects to terminate this Lease,
                  Landlord may recover from Tenant:

                                    (i) The worth at the time of award of the
                           unpaid rent which had been earned at the time of
                           termination;

                                    (ii) The worth at the time of award of the
                           amount by which the unpaid rent which would have been
                           earned after termination until the time of award
                           exceeds the amount of such rental loss that Tenant
                           proves could have been reasonably avoided;


                                       21

<PAGE>

                                    (iii) The worth at the time of award of the
                           amount by which the unpaid rent for the balance of
                           the term then in effect after the time of award
                           exceeds the amount of such rental loss that Tenant
                           proves could be reasonably avoided;

                                    (iv) Any other amounts necessary to
                           compensate Landlord for all the detriment proximately
                           caused by Tenant's failure to perform its obligations
                           under this Lease or which in the ordinary course of
                           things would be likely to result therefrom; and

                                    (v) At Landlord's election, such other
                           amounts in addition to or in lieu of the foregoing as
                           may be permitted from time to time by applicable law
                           of the State of which the Premises are located.

                  The "WORTH AT THE TIME OF AWARD" of the amounts referred to in
                  SUBSECTIONS (i), (ii) and (iii) shall be computed by
                  discounting such amount at a rate equal to one percent (1%)
                  plus the discount rate then in effect at the Federal Reserve
                  Bank of San Francisco. If any loss shall limit the amount of
                  such liquidated final damages to less than the amount above
                  agreed upon, Landlord shall be entitled to the maximum amount
                  allowable under such law.

                           (d) If a Default occurs and Landlord elects not to
                  terminate the Lease, as provided above, this Lease shall
                  continue in effect for so long as Landlord does not terminate
                  Tenant's right to possession, and Landlord may enforce all its
                  rights and remedies under this Lease, including the right to
                  recover the rent as it becomes due under this Lease.

                           (e) Notwithstanding any reletting without termination
                  by Landlord because of any Default, Landlord may at any time
                  after such reletting elect to terminate this Lease for any
                  such Default. No acceptance by Landlord of a lesser sum than
                  that due by Tenant nor any endorsement or statement or any
                  check or letter accompanying any check shall be deemed an
                  accord and satisfaction.

                           (f) If Tenant's act or failure to act results in a
                  default under the Master Lease, Landlord may exercise the same
                  remedies against Tenant as the Master Landlord may assess from
                  time to time against Landlord.

                  32.2 CUMULATIVE NATURE OF RIGHTS. The rights of Landlord
         hereunder are cumulative and non-exclusive and Landlord may pursue any
         and all rights and remedies permitted under the law of the State in
         which the Premises are located.

                  32.3 ABANDONMENT OF PERSONAL PROPERTY. Whenever Landlord shall
         re-enter the Premises pursuant to this Lease, any personal property,
         not the property of Landlord, which remains in or about the Premises
         upon the expiration of the Term (or within forty eight (48) hours after
         a termination by reason of Tenant's default or abandonment), shall be
         considered abandoned and Landlord may retain and use the same as its
         own property in every respect, or at its option may remove any or all
         of such items and dispose of the same in any manner or respect or store
         the same in a public warehouse or elsewhere for


                                       22

<PAGE>

         the account and at the expense and risk of Tenant. If Tenant shall fail
         to pay the cost of storing any such property after it has been stored
         for a period of ten (10) days or more, Landlord at its option may sell
         any or all such property at public or private sale in such manner and
         at such times and places as Landlord in its sole discretion may deem
         proper without notice to or demand upon Tenant for the payment of all
         or any part of such charges, or the removal of any such property.
         Landlord shall apply the proceeds of such sale first to the cost and
         expense of such sale, including reasonable attorneys' fees actually
         incurred; second, to the payment of the costs of or charges for storing
         any such property; third, to the payment of any sums of money which may
         then or thereafter be due to Landlord from Tenant under any of the
         terms hereof; and fourth, the balance, if any, to Tenant. Tenant hereby
         waives all claims for damages that may be caused by Landlord's
         re-entering and taking possession of the Premises or removing, storing,
         releasing or disposing of the property belonging to Tenant or to any
         other person or firm as herein provided, and Tenant shall indemnify and
         hold harmless Landlord and its Related Parties therefrom and no such
         reentry shall be considered or construed to be a forcible entry.
         Notwithstanding anything herein to the contrary, Landlord shall be
         under no obligation to release any personal property remaining upon the
         Premises to Tenant or any other person unless and until Tenant delivers
         to Landlord a cash security deposit in an amount equal to the fair
         market value of such personal property to secure performance of
         Tenant's obligations hereunder.

                  32.4 BANKRUPTCY PROVISIONS. The following provisions shall
         apply if Tenant shall file a voluntary petition in bankruptcy or a
         petition or answer seeking a reorganization, arrangement, composition,
         readjustment, liquidation, dissolution or other relief of the same or
         different kind under any provision of the bankruptcy laws, or if an
         involuntary petition in bankruptcy against Tenant, or petition or
         answer made by a person other than Tenant seeking a reorganization,
         arrangement, composition, readjustment, liquidation, dissolution or
         other relief against Tenant of the same or different kind under any
         provision of the bankruptcy laws, is filed:

                           (a) "Adequate Assurance," as used in 11 U.S.C.
                  Section 365(b)(1)(A) and (B), or in any amendments thereto,
                  shall mean, in addition to any other requirements under
                  federal or state law and applicable case law, at least:

                                    (i) segregating a sufficient amount of cash,
                           in an account at an independent domestic financial
                           institution, to pay the amount which Landlord claims
                           to be due under this Lease;

                                    (ii) granting to Landlord a valid first lien
                           and security interest (in form acceptable to
                           Landlord) in property of the Tenant having a value,
                           as established by a current independent appraisal, of
                           at least twice the amount which Landlord claims to be
                           due under this Lease; or

                                    (iii) granting to Landlord an irrevocable
                           letter or credit, bond or other guarantee of payment
                           (in form acceptable to Landlord) from an independent
                           third party for the amount which Landlord claims to
                           be due under this Lease.


                                       23

<PAGE>

                           (b) "Adequate Assurance of Future Performance," as
                  used in 11 U.S.C. Section 365(b)(1)(C), or in any amendments
                  thereto, shall mean, in addition to any other requirements
                  under federal or state law and applicable case law, at least:

                                    (i) depositing with Landlord, as security
                           for the timely performance of rent and other monetary
                           obligations, in addition to any other security
                           deposits required of Tenant under this Lease, an
                           amount equal to the sum of three (3) months' rent and
                           three (3) months' of Tenant's annual obligation under
                           this Lease for the immediately preceding twelve (12)
                           months for Tenant's Share of Common Operating
                           Expenses (see SECTION 20), taxes, and similar
                           charges; and

                                    (ii) identifying adequate sources, to
                           Landlord's reasonable satisfaction, from which the
                           rent and other consideration due under this Lease
                           will be paid or satisfied, in light of Tenant's other
                           obligations which arise out of or relate to Tenant's
                           bankruptcy case.

         33. WAIVER OF NOTICE. Notwithstanding any other provision contained in
this Lease relating to notice: (a) if the Tenant is required to comply with any
governmental regulation or order within a period less than that to which Tenant
would otherwise be entitled to notice hereunder, Tenant shall not be entitled to
notice from Landlord beyond the period within which compliance may be required
by such regulation or order; or (b) if the Premises require emergency repairs
which Tenant would otherwise be obligated to make under this Lease, but which
Tenant is then unable or unwilling to make, Landlord may, without notice, elect
to make such repairs for the account and at the expense of Tenant. Any amount so
paid shall be immediately due and owing from Tenant to Landlord as additional
rent.

         34. LATE CHARGES. Tenant acknowledges that late payment by Tenant to
Landlord of any amount due hereunder will cause Landlord to incur costs not
contemplated by this Lease, the exact amount of such costs being extremely
difficult and impractical to fix. Therefore, if any amount due hereunder from
Tenant is not received by Landlord when any such amount is due, Tenant shall pay
to Landlord an additional sum of six percent (6%) of the overdue amount as a
late charge. The Parties agree that this late charge represents a fair and
reasonable estimate of the costs that Landlord will incur by reason of late
payment by Tenant. Acceptance of any late charge shall not constitute a waiver
of Tenant's default with respect to the overdue amount nor prevent Landlord from
exercising any of the other rights and remedies of the Landlord under this
Lease.

         35. QUARTERLY ADVANCE PAYMENTS. If Tenant during any six (6) month
period shall be more than five (5) days delinquent in the payment of any rent or
other payable amount by Tenant hereunder on three (3) or more occasions, then,
notwithstanding anything herein to the contrary, Landlord may, by written notice
to Tenant, elect to require Tenant to pay all rent and additional rent amounts
quarterly in advance. Such right shall be in addition to and not in lieu of any
other right or remedy available to Landlord hereunder or at law on account of
Tenant's default hereunder.

         36. INTEREST. Except as expressly provided otherwise in this Lease, any
sum owing to Landlord under the terms and provisions of this Lease which shall
not be paid when


                                       24

<PAGE>

due shall bear interest at eighteen (18%) (or the maximum interest permitted by
law, whichever is less) per annum from the date the same becomes due and payable
by the terms and provisions of this Lease until paid (the "INTEREST RATE");
provided, any amounts paid by Landlord to third parties on behalf of Tenant or
to cure any default of Tenant hereunder shall bear interest at the Interest Rate
from the date Landlord paid such amounts; and further provided, any obligation
of Tenant to pay shall continue to bear interest at the Interest Rate after any
breach of this Lease.

         37. LANDLORD'S DEFAULT; NOTICE TO LENDER.

                  37.1 LANDLORD'S DEFAULT. In the case of a monetary default,
         Landlord shall have a period of thirty (30) days after notice thereof
         from Tenant to cure such monetary default. In the case of a
         non-monetary default, Landlord shall commence promptly to cure such
         default immediately after receipt of written notice from Tenant
         specifying the nature of such default and shall complete such cure
         within sixty (60) days thereafter, provided that if the nature of the
         non-monetary default is such that it cannot be cured within such sixty
         (60) day period, Landlord shall have such additional time as may be
         reasonably necessary to complete its performance so long as Landlord
         has proceeded with diligence since its receipt of Tenant's notice and
         is then proceeding with diligence to cure such default.

                  37.2 NOTICE TO LENDER. Whenever Tenant is required to serve
         notice of Landlord's default, written notice shall also be served at
         the same time upon any mortgagee under any mortgage or any beneficiary
         under any deed of trust. Such mortgagee or beneficiary shall have the
         periods of time within which Landlord has to cure its default under
         this SECTION 37. Any representative of the mortgagee or beneficiary
         shall have the right to enter upon the Premises for the purpose of
         curing Landlord's default. Such mortgagee or beneficiary shall notify
         Landlord and Tenant in the manner provided herein of the address of
         such mortgagee or beneficiary to which such notice shall be sent, and
         the agreements of Tenant hereunder are subject to prior receipt of such
         notice from such mortgagee or beneficiary.

         38. BROKER'S COMMISSION. Landlord represents and warrants that it has
not entered into any contracts with any brokers or finders nor has Landlord
obligated itself to pay any real estate commissions or finders' fees on account
of the execution of this Lease, except the following: Cooper/Brady General
Partnership, d.b.a. CRESA Partners ("LANDLORD'S BROKER"). Tenant represents and
warrants that it has not entered into any contracts with any brokers or finders,
nor obligated itself to pay any brokers' commission or finders' fee on account
of the execution of this Lease, other than Cornish & Carey Commercial and San
Diego Commercial (collectively "TENANT'S BROKER"). Based on such representations
and warranties, each Party indemnifies and holds the other Party harmless from
any claims, damages, expenses, liabilities, liens or judgments (including
costs, expenses and attorneys' fees in defending the same) which arise on
account of any claim that real estate commissions or finders' fees (including
those identified above) are payable and have not been discharged in their
entirety. Upon execution of this Lease, Landlord shall pay a commission in the
aggregate total of 4.0% of the total rental value of the Lease to Tenant's
Broker. Landlord shall pay a commission to Landlord's Broker pursuant to a
separate written agreement between Landlord and Landlord's Broker.


                                       25

<PAGE>

         39. ADDITIONAL SECURITY. In addition to the security deposit set forth
in SECTION 3 of this Lease, as additional security for Tenant's prompt and
faithful performance of its obligations hereunder, Landlord shall have a
security interest in Tenant's furniture, fixtures, equipment and other personal
property located upon the Premises. If Landlord requests, Tenant shall provide
Landlord a UCC-1 which may be filed with the appropriate state agency and in the
county records of the county in which the Premises are located. Tenant further
agrees to execute such further documentation as may be necessary to allow
Landlord to perfect its security interest in such items.

         40. WAIVER OF DEFAULT. The waiver by either Party of any default in the
performance by the other of any covenant contained herein shall not be construed
to be a waiver of any preceding or subsequent default of the same or any other
covenant contained herein. The subsequent acceptance of rent or other sums
hereunder by Landlord shall not be deemed a waiver of any preceding default
other than the failure of Tenant to pay the particular rent or other sum or
portion thereof so accepted, regardless of Landlord's knowledge of such
preceding default at the time of acceptance of such rent or other sum.

         41. EFFECT OF LANDLORD'S ASSIGNMENT. If during the Term Landlord
assigns or otherwise transfers its interest in the Premises or this Lease, then
from and after the effective date of such assignment, Landlord shall be released
and discharged from any and all further obligations and responsibilities under
this Lease, except those accrued of which Landlord has notice at the time of the
assignment. Landlord shall provide Tenant with written notice of the assignment
of its interest in the Premises; provided, failure to provide such notice shall
not defeat the release and discharge contained in this SECTION 41.

         42. NOTICES AND PLACE FOR PAYMENT OF RENT. All notices, requests,
demands, and other communications hereunder shall be in writing and shall be
given by (a) established express delivery service which maintains delivery
records, (b) hand delivery, or (c) certified or registered mail, postage
prepaid, return receipt requested, to the Parties at the following addresses, or
at such other address as the Parties may designate by written notice in the
above manner:

         To Landlord:               Evans & Sutherland Computer Corporation
                                    600 Komas Drive
                                    Salt Lake City, Utah 84108
                                    Attn: Bruce Lyman
                                    Fax: (801) 588-4517


         With a copy to:            Snell & Wilmer
                                    111 East Broadway, Suite 900
                                    Salt Lake City, Utah 84111
                                    Attn: W. Brian Hulse
                                    Fax: (801) 237-1950


                                       26

<PAGE>

         To Tenant:                 Adesso Healthcare Technology Services, Inc.
                                    101 Park Center Plaza, Suite 1200
                                    San Jose, CA 95113
                                    Attn: Brian K. Barnard
                                    Fax: (408) 297-9972

Communications may also be given by fax, provided the communication is
concurrently given by one of the above methods. Notices are effective upon
receipt, or upon attempted delivery if delivery is refused or if delivery is
impossible because of failure to provide a reasonable means for accomplishing
delivery. Rent shall be paid to Landlord at the address set forth in this
Section.

         43. MISCELLANEOUS.

                  43.1 CONSENT. In consideration of each covenant made elsewhere
         under this Lease, wherein one of the Parties agrees not to unreasonably
         withhold consent or approval, the requesting Party hereby releases the
         other and waives all claims for damages arising out of or connected
         with any alleged or claimed unreasonable withholding of consent or
         approval.

                  43.2 INTERPRETATION. The captions by which the Sections of
         this Lease are identified are for convenience only and shall have no
         effect upon the interpretation of this Lease. Whenever the context so
         requires, the singular shall include the plural, the plural shall refer
         to the singular, the neuter gender shall include the masculine and
         feminine genders, and the words "Landlord", "Tenant", and "person"
         shall include corporations, partnerships, associations, other legal
         entities, and individuals. If either Party consists of more than one
         person, each person shall be jointly and severally liable hereunder. If
         any provision of this Lease shall be held invalid by a court, the
         remaining provisions shall remain in full force and effect and shall in
         no way be impaired thereby.

                  43.3 ENTIRE AGREEMENT. Subject to the Master Lease, all of the
         agreements made by the Parties are contained in this Lease, and this
         Lease supersedes and cancels any and all negotiations, arrangements,
         brochures, agreements, representations, and understandings, if any,
         between the Parties with respect to the subject matter thereof and
         shall not be used to interpret or construe this Lease. Landlord has
         made no representation to Tenant other than those contained herein, and
         Tenant's reliance in entering into this Lease is based solely upon the
         terms, covenants and conditions contained herein. This Lease shall be
         interpreted and construed only by the content hereof, there shall be no
         presumption or standard of construction in favor of or against either
         Party, and this Lease cannot be modified in any respect except by a
         writing executed by Landlord and Tenant.

                  43.4 CORPORATE RESOLUTIONS. The individuals who execute this
         Lease represent and warrant that they are duly authorized to execute
         this Lease on behalf of Landlord or Tenant, as the case may be, that
         the Parties named are all the necessary and proper Parties, and that no
         other signature, act or authorization is necessary to bind such entity
         to the provisions of this Lease.


                                       27

<PAGE>

                  43.5 SEVERABILITY. The invalidity or unenforceability of any
         provision of this Lease, as determined by a court, shall in no way
         affect the validity and enforceability of any of the remaining
         provisions hereof.

                  43.6 CHOICE OF LAW. This Lease shall be construed according to
         and governed by the laws of the State in which the Premises are
         located.

                  43.7 RECORDING. This Lease shall not be recorded; but, at
         Landlord's request, Landlord and Tenant shall execute a memorandum of
         lease which shall be recorded.

                  43.8 REMEDIES CUMULATIVE. The various rights, elections, and
         remedies of Landlord and Tenant contained in this Lease shall be
         cumulative and no one of them shall be construed as exclusive of any of
         the others or of any right, priority, or remedy allowed or provided for
         by law.

                  43.9 LEGAL COSTS. In the event that either Party brings or
         commences a legal proceeding to enforce any of the terms of the Lease,
         the prevailing Party in such action shall have the right to recover
         reasonable attorneys' fees and costs from the other Party to be fixed
         by the court in the same action. The term "legal proceedings" shall
         include appeals from a lower court judgment as well as proceedings in
         the Federal Bankruptcy Court ("BANKRUPTCY COURT"), whether or not they
         are adversary proceedings or contested matters. The "PREVAILING PARTY"
         (a) as used in the context of proceedings in the Bankruptcy Court means
         the prevailing Party in an adversary proceeding or contested matter, or
         any other actions taken by the non-bankruptcy Party which are
         reasonably necessary to protect its rights under this Lease, and (b) as
         used in the context of proceedings in any court other than the
         Bankruptcy Court shall mean the Party that prevails in obtaining a
         remedy or relief which most nearly reflects the remedy or relief which
         the Party sought; so that, for example, the prevailing Party may be a
         Party which is ordered to pay $100 where the obligation to pay $80 was
         undisputed and the claiming Party claimed that it was entitled to
         $1,000.

                  43.10 NO PARTNERSHIP. Landlord shall not in any way or for any
         purpose be deemed a partner, joint venturer, or member of any joint
         enterprise with Tenant.

                  43.11 SUBTENANCIES. The voluntary or other surrender of this
         Lease by Tenant or a mutual cancellation of this Lease shall not affect
         a merger and shall, at Landlord's option, terminate all existing
         subtenancies or operate as an assignment to Landlord of any or all of
         such subtenancies.

                  43.12 SUCCESSORS. Each and every covenant and condition of
         this Lease shall bind and shall inure to the benefit of the Parties and
         their successors. Every covenant and condition of this Lease shall be
         binding upon all assignees, subtenants, licensees, and concessionaires
         of Tenant.

                  43.13 INDEPENDENT COVENANTS. Each provision set forth herein,
         pursuant to which Tenant is required to pay rent shall be and is a
         covenant of Tenant independent of any other term, condition or covenant
         contained in this Lease. In the event Tenant shall claim any breach of
         any covenant, representation, warranty, promise, condition or term of


                                       28

<PAGE>

         this Lease, Tenant shall not be entitled to offset the claimed amount
         of damages against any rental or other payments due hereunder, it
         being expressly agreed that such covenant to pay such amount shall be
         independent of any obligation of Landlord hereunder.

                  43.14 ASSIGNMENT OF RENTS AND PROFITS. If Tenant defaults
         hereunder, including, without limitation, a default regarding rent or
         other charges due hereunder, Tenant hereby grants to and confers upon
         Landlord the right, power and authority to collect all rents and
         profits received by Tenant as a result of the possession by Tenant of
         the Premises. Such amounts shall include, without limitation, amounts
         due under sublease, license or concessionaire agreements. Upon any such
         default, Landlord shall have the right to collect such rents and
         profits, including those past due and unpaid. Landlord's collection of
         such rents and profits shall not cure, waive or satisfy any default or
         notice of default hereunder.

                  43.15 INJUNCTIVE RELIEF. SECTION 8 of this Lease defines the
         sole and only use of the Premises allowed under the terms of this
         Lease. In the event Tenant, any assignee, subtenant, licensee or
         concessionaire of Tenant utilizes the Premises or a portion of the
         Premises in any other manner, Landlord shall be entitled to injunctive
         relief enjoining such utilization of the Premises in addition to any
         other remedy. The Parties expressly agree that utilizing the Premises
         in a manner inconsistent with, in excess of, or different from the use
         permitted by this Lease would cause severe, material and irreparable
         damage to Landlord and that injunctive relief is necessary and
         appropriate to provide an adequate remedy. As a result, in addition to
         all other legal or equitable remedies to which the Landlord is
         entitled, Landlord shall also be entitled to the foregoing injunctive
         relief.

                  43.16 WAIVER OF JURY TRIAL. Landlord and Tenant each
         acknowledges that it is aware of and has had the advice of counsel of
         its choice with respect to its rights to trial by jury under the
         constitutions of the United States and the State in which the Premises
         are located, and each Party hereby expressly and knowingly waives and
         releases all such rights to trial by jury in any action, proceeding or
         counterclaim brought by either Party against the other (or against
         their officers, directors, employees, agents or subsidiary or
         affiliated entities) on any matters whatsoever arising out of or in any
         way connected with this Lease and any dispute arising from or connected
         with such matter shall not be tried by jury.

                  43.17 CONFIDENTIALITY OF DISPUTES. If a dispute arises under
         this Lease, Landlord and Tenant agree to keep both the substance and
         the existence of such dispute confidential, except as such disclosure
         to third persons or entities is: (a) reasonably required to defend or
         prosecute such dispute; or (b) required by law.


                                       29

<PAGE>

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

                                    LANDLORD:

                                    EVANS & SUTHERLAND
                                    GRAPHICS CORPORATION,
                                    a Utah corporation

                                    By     /s/ Bruce Lyman
                                      ------------------------------------
                                    Its    Vice President
                                       -----------------------------------

TENANT ACKNOWLEDGES THAT BEFORE SIGNING THIS LEASE IT HAS THOROUGHLY REVIEWED
THIS LEASE, REVIEWED THIS LEASE WITH COUNSEL, UNDERSTANDS IT MAY BE WAIVING
CERTAIN RIGHTS, AND AGREES TO ABIDE BY ALL TERMS AND PROVISIONS OF THIS LEASE
(INCLUDING, WITHOUT LIMITATION, THE PROVISIONS OF THE SECTIONS ENTITLED
"ASSIGNMENT, SUBLETTING, AND ENCUMBRANCES", "CONDITION OF THE PREMISES", AND
"WAIVER OF JURY TRIAL").

                                    TENANT:

                                    ADESSO HEALTHCARE
                                    TECHNOLOGY SERVICES, INC.,
                                    a California corporation

                                    By     /s/ Brian Barnard
                                      ------------------------------------
                                    Its    President and CEO
                                       -----------------------------------

                                    By
                                      ------------------------------------
                                    Its
                                       -----------------------------------


                                       30

<PAGE>

                                    EXHIBIT A

                                    PREMISES


                                      [MAP]

<PAGE>

                                    EXHIBIT B

                               HAZARDOUS MATERIALS

<PAGE>

                                   EXHIBIT "H"

                        Hazardous Materials Questionnaire

                                 ACKNOWLEDGEMENT


THE UNDERSIGNED HEREBY ACKNOWLEDGES THAT IT (Mark One):



   X      Does not use any hazardous materials other than minor amounts of
------    reproduction and janitorial chemicals consistent with routine office
          uses.
         (NO NEED TO FILL OUT THE ATTACHED HAZARDOUS MATERIAL QUESTIONNAIRE.)


          Does not use hazardous materials in a manner or in a quantity
------    requiring the preparation of a hazardous material management plan or
          any other documents under California Health and Safety Code Section
          25503.5.
          (PLEASE FILL OUT THE ATTACHED HAZARDOUS MATERIAL QUESTIONNAIRE.)


          Uses only those chemicals identified in the attached questionnaire in
------    accordance with the provisions of the attached hazardous materials
          management plan, which has been approved by the Fire Department of the
          City of ___________________ and is in full forces and effect.
          (PLEASE FILL OUT THE ATTACHED HAZARDOUS MATERIAL QUESTIONNAIRE AND
          ATTACH A COPY OF YOUR HAZARDOUS MATERIALS MANAGEMENT PLAN.)

THE UNDERSIGNED FURTHER ACKNOWLEDGES THAT IT HAS COMPLIED IN ALL RESPECTS TO THE
PROVISIONS OF LOCAL, STATE AND FEDERAL LAW AND THE HAZARDOUS MATERIALS
MANAGEMENT PLAN ATTACHED HERETO IN CONNECTION WITH ITS STORAGE, USE AND DISPOSAL
OF HAZARDOUS MATERIALS AND THAT IT HAS DISPOSED OF HAZARDOUS MATERIALS ONLY BY
(1) DISCHARGE TO APPROPRIATELY TREATED WASTE TO A PUBLICLY OWNED TREATMENT WORK
IN ACCORDANCE WITH A VALID AND ENFORCEABLE WASTE DISCHARGE PERMIT AND (2)
DELIVERY OF HAZARDOUS WASTES TO A PROPERLY LICENSED WASTE DISPOSAL AGENT.

IN WITNESS WHEREOF, the undersigned, an authorized officer of the aforementioned
company has executed this acknowledgement as of the date written below.

Adesso Healthcare Technology Services, Inc.
----------------------------------
Company

a California Corporation
  --------------------------------

By:/s/ Brian Barnard
   -------------------------------

Brian Barnard, President and CEO
----------------------------------
(Print Name and Title)

<PAGE>

                        SILICON VALLEY PROPERTIES, L.L.C.
                   PRE-LEASE HAZARDOUS MATERIALS QUESTIONNAIRE

General Instructions: Please provide all requested information, based on review
of the Company's records and interviews with Company personnel likely to possess
the information requested. If there is insufficient space to respond to a
question, please attach a separate page referring to the question number. Use
"N/A" if the question is not applicable to your facility, or write "Unknown" if
the information is not available in the Company's files and is not known by the
person completing this questionnaire.

As used herein, the term "Government Agency" shall mean any local, state, or
federal governmental or quasi-governmental agency, authority, entity,
subdivision or court. The term "Hazardous Material" shall mean any chemical,
substance, vapor, smoke, radiation, or material which is listed as "hazardous"
or "toxic" under any Law or which is otherwise regulated or prohibited under any
Law, including petroleum hydrocarbons and substances regulated under Proposition
65. The term "Law" shall mean any local, state, or federal regulation, statute,
law, order, or ordinance.

TENANT/COMPANY NAME  Adesso Healthcare Technology Services
                     -------------------------------------
ADDRESS OF FORMER/CURRENT FACILITY:
 101 Park Center Plaza, Suite 1200
 ---------------------------------
 San Jose, CA 95113
 ---------------------------------

MAIN ADDRESS OF NEW PREMISES LEASED FROM SILICON VALLEY PROPERTIES, L.L.C:
 2835 Zanker Road
 ----------------------------------
 San Jose, CA 95134
 ----------------------------------

(This questionnaire should address all activities to be conducted at the New
Premises including multiple buildings leased by Tenant within the same Project)

DESCRIPTION OF PRODUCTS MANUFACTURED AND/OR ACTIVITIES TO BE CONDUCTED ON THE
PROPERTY:
 Adesso is an application services provider (ASP).  We write
 -----------------------------------------------------------
 software and perform standard office work.
 -----------------------------------------------------------

The undersigned acknowledges that the information contained within this
Hazardous Materials Questionnaire is true and correct to the best of his/her
knowledge and belief. The undersigned further acknowledges that the Company has
complied in all respects to the provisions of local, state and federal law and
the Hazardous Materials Management Plan attached (if applicable) in connection
with his storage, use, and disposal of hazardous materials and that it has
disposed of hazardous materials only by (1) discharge of appropriately treated
waste in accordance with a valid and enforceable waste discharge permit and (2)
delivery of hazardous wastes to a properly licensed waste disposal agent.

By:  /s/ Linda O. Roots                       Linda O. Roots, Contracts Manager
   ----------------------------------         ----------------------------------
   Signature of individual completing         Print Name and Title
   questionnaire

Date:  2/1/2000                               Phone Number: (408) 271-5734
     --------------------------------                      ---------------------
Address (if different from above):
                                  ----------------------------------------------

<PAGE>

1.       BUSINESS ACTIVITY

<TABLE>
<CAPTION>

Type of Business Activity(ies):                          Hazardous Materials Activities
-------------------------------                          ------------------------------
(check all that apply)                                   (check all that apply)
<S>                                                      <C>
                  machine shop                                             degreasing
------------------                                       ------------------
                  light assembly                                           chemical etching
------------------                                       ------------------
                  research and development                                 wastewater treatment
------------------                                       ------------------
                  product service or repair                                painting
------------------                                       ------------------
                  photographic processing                                  stripping
------------------                                       ------------------
                  vehicle maintenance or repair                            metal treatment or finishing
------------------                                       ------------------
                  auto/body                                                printing:
------------------                                       ------------------
                  engine/drive train                                       type:
------------------                                                              --------------------------
                  manufacturing:                                           warehouse
------------------                                       ------------------
                  product:                                                 analytical wet chemistry lab
                          ------------------             ------------------
                  integrated circuit:                                      plating
------------------                                       ------------------
                  manufacturing                                            chemical mixing/synthesis
------------------                                       ------------------
                  assembly                                                 lathe/mill machining
------------------                                       ------------------
                  chemical/pharmaceutical products
------------------
                           manufacturing
                  ---------
                           distribution
                  ---------
                  printed circuit:          manufacturing
------------------                 ---------
                                           assembly
                                  ---------

  X  other: Professional Office Work                       X  other:   Routine janitorial,
-----                                                    -----         dish soap, etc.
</TABLE>

2. HAZARDOUS MATERIALS USAGE/STORAGE AND PRODUCTION

What chemicals, if any, are involved in your operations (please list the types
of products, the maximum quantity stored on-site, and the annual quantity used).
None

<TABLE>
<CAPTION>

===============================================================================================================
              MATERIAL                        MAX. QUANTITY ON-SITE                  ANNUAL QTY. USED
---------------------------------------------------------------------------------------------------------------
<S>                                           <C>                                    <C>
---------------------------------------------------------------------------------------------------------------

---------------------------------------------------------------------------------------------------------------

---------------------------------------------------------------------------------------------------------------

---------------------------------------------------------------------------------------------------------------

---------------------------------------------------------------------------------------------------------------

---------------------------------------------------------------------------------------------------------------

---------------------------------------------------------------------------------------------------------------

---------------------------------------------------------------------------------------------------------------

---------------------------------------------------------------------------------------------------------------

===============================================================================================================
</TABLE>

If this table provides insufficient space, please use additional pages as
necessary.

                                       2

<PAGE>

2.1      Is it intended that operations at the proposed facility would involve
         Hazardous Materials manufacturing? Do not include hazardous wastes -
         see Section 5.

         Yes               No   X
            ------           ------

2.2      Is it intended that operations at the proposed facility would include
         Hazardous Materials use and/or storage that would require completion of
         a Hazardous Materials Business Plan?

         Yes               No   X
            ------           ------
                                    IF YES, PLEASE ATTACH COPIES OF HMMP/HMBP IN
                                    PROCESS OR PLAN FOR CURRENT/FORMER FACILITY.

2.3      Is it intended that operations at the proposed facility would include
         installation of any aboveground or underground storage tanks (including
         fuel tanks)?

         Yes               No   X
            ------           ------

3.       WASTEWATER DISCHARGES

3.1      Is it intended that operations at the proposed facility would discharge
         wastes to any sanitation systems or body of water, or that the facility
         would otherwise be required to obtain a wastewater discharge Permit, a
         NPDES Permit, or any other permit or approval from a Governmental
         Agency concerning wastewater discharges?

         Yes               No   X
            ------           ------
                                    IF YES, PLEASE ATTACH COPIES OF EACH SUCH
                                    PERMIT AND COMPLETE SCHEDULE 3.

4.       AIR EMISSIONS

4.1      Is it intended that operations at the proposed facility would emit any
         air contaminant (including, but not limited to volatile organic
         compounds, sulfur oxides, carbon monoxide, nitrogen oxides, lead,
         particulate matter, toxic air contaminants regulated by the California
         Air Resources Board, or hazardous air pollutants listed under Section
         112 of the federal Clean Air Act)?

         Yes               No   X
            ------           ------
                                    IF YES, PLEASE COMPLETE SCHEDULE 4 FOR EACH
                                    EMISSION AND EACH SOURCE.

4.2      Is it intended that operations at the proposed facility would require
         obtaining an air emissions permit or other permit or approval from a
         Governmental Agency concerning air emissions in order to conduct its
         business?

         Yes               No   X
            ------           ------
                                    IF YES, PLEASE ATTACH COPIES OF EACH SUCH
                                    PERMIT AND COMPLETE SCHEDULE 4.

<PAGE>

5.       HAZARDOUS WASTE

5.1      Is it intended that operations at the proposed facility would generate
         any "hazardous waste" as defined in RCRA, California Code of
         Regulations, Title 22, or other government regulations?

         Yes               No   X           IF YES, PLEASE COMPLETE SCHEDULE 5.
            ------           ------

5.2      Is it intended that operations at the proposed facility would file with
         any local, state or federal environmental agency a generator's
         notification of hazardous waste (e.g. an RCRA 3010 notification) and
         hazardous waste generator's reports?

         Yes               No   X
            ------           -------
                                    IF YES, PLEASE ATTACH A COPY OF SUCH
                                    NOTIFICATION.

5.3      Is it intended that operations at the proposed facility would require
         obtaining an EPA hazardous waste generator's identification number?

         Yes               No   X
            ------           -------

5.4      Is it intended that operations at the proposed facility would require
         retention of copies of hazardous waste manifests for hazardous waste
         transported off-site?

         Yes               No   X
            ------           -------

5.5      Is it intended that operations at the proposed facility would require
         obtaining a "Part A" or "Part B" Application for a hazardous waste
         treatment, storage or disposal facility ("TSD") permit with any
         Governmental Agency under RCRA or any similar state or local Law for
         the proposed Facility?

         Yes               No   X
            ------           -------
                                    IF YES, PLEASE ATTACH A COPY OF EACH
                                    APPLICATION IN PROGRESS.

5.6      Is it intended that operations at the proposed facility would require a
         permit under California Code of Regulations Title 22 Tiered Permitting
         Program, including a standardized permit conditional authorization,
         conditional exemption, or variance?

         Yes               No   X
            ------           -------
                                    IF YES, PLEASE ATTACH A COPY OF THE
                                    DISCLOSURE OR APPLICATION IN PROGRESS

                                       4

<PAGE>

6.       GOVERNMENT COMPLIANCE AND HAZARDOUS MATERIAL RELEASES AND SPILLS AT
         EXISTING FACILIT(IES)

6.1      Has the Company ever received from any Governmental Agency any notice
         of violation of any environmental law?

         Yes               No   X           IF YES, DESCRIBE FULLY:
            ------           -------

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

6.2      Has there ever been an occasion in any of the existing facilities when
         a liquid or solid waste material, fuel or other Hazardous Material was
         accidentally or intentionally spilled or released:

         Outside of the building?

         Yes               No   X
            ------           -------

         Within the building?

         Yes               No   X
            ------           -------

         If you have answered "yes" to any of the foregoing, please describe the
         event(s) in detail, including the Hazardous Materials involved, whether
         the event was reported to any Governmental Agency, the responsive
         action taken, any claim(s) that have resulted from the event, and all
         other relevant information concerning the spill or release. Attach
         additional sheets, as necessary.

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

                                       5

<PAGE>

                                  SCHEDULE 2.1

                    ON-SITE HAZARDOUS MATERIALS STORAGE AREAS

INSTRUCTIONS: LIST ALL LOCATIONS FOR HAZARDOUS MATERIALS STORAGE AT THE FACILITY
IN THE TABLE BELOW. LIST WASTE STREAMS OF SCHEDULE 5.

<TABLE>
<CAPTION>

====================================================================================================================================
                                   HAZARDOUS
                                    MATERIALS
                                 STORED/MAXIMUM
                                 CONTAINER QTY.        INSIDE (1) OR OUTSIDE (0) AND        FLOOR              MEASURES FOR
         STORAGE                   (GALLONS OR               DESCRIBE SECURITY          MATERIALS OF            SECONDARY
         LOCATION                    POUNDS)                      MEASURES              CONSTRUCTION           CONTAINMENT
--------------------------- ------------------------- -------------------------------- ---------------- ---------------------------
EXAMPLE:
--------------------------- ------------------------- -------------------------------- ---------------- ---------------------------
<S>                         <C>                       <C>                              <C>              <C>
Lab B - see                     Up to 15-gallon           O - flammable storage cabinet    Asphalt          Built into cabinet
attached plot plan              containers of             inside fenced area; cabinet
                                flammables                locked
--------------------------- ------------------------- -------------------------------- ---------------- ---------------------------



--------------------------- ------------------------- -------------------------------- ---------------- ---------------------------



--------------------------- ------------------------- -------------------------------- ---------------- ---------------------------



--------------------------- ------------------------- -------------------------------- ---------------- ---------------------------



====================================================================================================================================

<CAPTION>

===========================


  NUMBER OF STORM DRAIN
   (SD) OR SANITARY
  SEWER (SS) DRAINS AT
   STORAGE LOCATION
---------------------------
EXAMPLE:
---------------------------
<C>
    3 storm drains in
    adjacent parking lot

---------------------------



---------------------------



---------------------------



---------------------------



===========================

</TABLE>

NOTE: SUBMIT HAZARDOUS MATERIALS MANAGEMENT/BUSINESS PLAN IF IT CONTAINS ALL
REQUESTED INFORMATION.


Facility:___________________________


<PAGE>


                                  SCHEDULE 2.2

                                  STORAGE TANKS

INSTRUCTIONS: LIST ALL STORAGE TANKS FOR THE FACILITY OPERATIONS IN THE TABLE
BELOW. ATTACH ADDITIONAL SHEETS AS NECESSARY.

<TABLE>
<CAPTION>

==================================================================================================================
                             UNDERGROUND
                                (UST)
                                  OR
                             ABOVEGROUND                                  CONTENTS:
       LOCATION               (AST) AND                TANK              CHEMICAL AND
        WITHIN                 CAPACITY              CAPACITY          MATERIAL (M) OR           METHOD OF
       FACILITY               (GALLONS)             (GALLONS)             WASTE (W)         SECONDARY CONTAINMENT
------------------------ --------------------- --------------------- --------------------- -----------------------
EXAMPLE:
------------------------ --------------------- --------------------- --------------------- -----------------------
<S>                      <C>                   <C>                   <C>                   <C>
Lab A - see              500 g AST                500 g              Sulfuric Acid (M)     Epoxy-coated
attached plot                                                                              reinforced concrete
plan                                                                                       beam
------------------------ --------------------- --------------------- --------------------- -----------------------



------------------------ --------------------- --------------------- --------------------- -----------------------



------------------------ --------------------- --------------------- --------------------- -----------------------



------------------------ --------------------- --------------------- --------------------- -----------------------



==================================================================================================================

<CAPTION>

===============================================




                               TYPE AND
    METHOD OF LEAK           FREQUENCY OF
      DETECTION               INSPECTION
----------------------- -----------------------
EXAMPLE:
----------------------- -----------------------
<C>                     <C>
Sensor with visual      Daily visual
and audible alarm at
security station
----------------------- -----------------------



----------------------- -----------------------



----------------------- -----------------------



----------------------- -----------------------



===============================================

</TABLE>




Facility:___________________________________


<PAGE>


                                   SCHEDULE 3

                      DISCHARGES TO SEWERS OR WATER BODIES

INSTRUCTIONS: LIST IN THE TABLE BELOW ALL WASTE STREAMS THAT ARE GENERATED BY
THE FACILITY OPERATIONS THAT MAY BE DISCHARGED TO WATER.

<TABLE>
<CAPTION>

==================================================================================================================
                                                    DISCHARGED TO:
                                                  SS - SANITARY SEWER       APPROXIMATE
                           CONSTITUENTS OF         PS - POINT SOURCE        VOLUME/DAY           APPLICABLE
 DESCRIPTION OF SOURCE       WASTE STREAM          SD - STORM DRAIN          (GALLONS)            PERMITS
------------------------ --------------------- -------------------------- ---------------- -----------------------
EXAMPLE:
------------------------ --------------------- -------------------------- ---------------- -----------------------
<S>                      <C>                   <C>                        <C>              <C>
Bottle wash rinse        Dilute acids          SS - floor drain in        400g                   City of Palo Alto
system                                         bottle wash room                                  Industrial Waste
                                                                                                 Discharge Permit
------------------------ --------------------- -------------------------- ---------------- -----------------------



------------------------ --------------------- -------------------------- ---------------- -----------------------



------------------------ --------------------- -------------------------- ---------------- -----------------------



==================================================================================================================

<CAPTION>

==========================

 BEST MANAGEMENT PRACTICES
 THAT WILL BE IMPLEMENTED

--------------------------
EXAMPLE:
--------------------------
<C>
Batch discharge from
hauling tank - test pH
prior to discharge; tank
equipped with secondary
containment
--------------------------



--------------------------



--------------------------



==========================
</TABLE>




Facility:___________________________________


<PAGE>



                                   SCHEDULE 4

                                  AIR EMISSIONS

INSTRUCTIONS: LIST IN THE TABLE BELOW ALL POLLUTANTS POTENTIALLY EMITTED TO THE
AIR BY THE FACILITY OPERATIONS.

<TABLE>
<CAPTION>

=====================================================================================================================
                                                        VOLUME
                                  EMITTED              EMITTED            CONTROL DEVICES
         SOURCE                  POLLUTANTS        (TONS PER YEAR)             IN USE               PERMITS HELD
-------------------------- ----------------------- ----------------- --------------------------- --------------------
EXAMPLE:
-------------------------- ----------------------- ----------------- --------------------------- --------------------
<S>                        <C>                     <C>               <C>                         <C>
Burn box - fumes           Metals including lead   400               0.002 micron particulate    UAAQMD -
generated by painting      and volatiles                             filter                      Authority in
operations                                                                                       Construct and
                                                                                                 Permit to Operate
-------------------------- ----------------------- ----------------- --------------------------- --------------------



-------------------------- ----------------------- ----------------- --------------------------- --------------------



-------------------------- ----------------------- ----------------- --------------------------- --------------------



-------------------------- ----------------------- ----------------- --------------------------- --------------------



=====================================================================================================================

<CAPTION>

================================
        INSPECTION AND
     MONITORING PRACTICES
---------------------------------
EXAMPLE:
---------------------------------
<C>
Annual source testing; monthly
visual inspections


---------------------------------



---------------------------------



---------------------------------



---------------------------------



=================================
</TABLE>




Facility:____________________________________________



<PAGE>


                                   SCHEDULE 5

                           HAZARDOUS WASTE GENERATION

INSTRUCTIONS: LIST IN THE TABLE BELOW ALL CALIFORNIA AND FEDERAL HAZARDOUS
WASTES GENERATED BY THE FACILITY OPERATIONS. DO NOT INCLUDE WASTE STREAMS
REPORTED ON SCHEDULE 3.

<TABLE>
<CAPTION>

================================================================================================================

                                                                         APPROXIMATE             ON-SITE
      DESCRIPTION            RCRA (R) OR                                    VOLUME               STORAGE
          OF                 CALIFORNIA (C)            HOW              GENERATED PER           METHOD AND
     WASTE STREAM               WASTE?               CREATED?               MONTH                LOCATION
------------------------ --------------------- --------------------- --------------------- ---------------------
EXAMPLE:
------------------------ --------------------- --------------------- --------------------- ---------------------
<S>                      <C>                   <C>                   <C>                   <C>
Spent solvents           RCRA                  Degreasing            30 gallons            Drummed
                                                                                           for disposal
------------------------ --------------------- --------------------- --------------------- ---------------------



------------------------ --------------------- --------------------- --------------------- ---------------------



------------------------ --------------------- --------------------- --------------------- ---------------------



------------------------ --------------------- --------------------- --------------------- ---------------------



================================================================================================================

<CAPTION>

============================================
                             ULTIMATE
       AVERAGE               DISPOSAL
       STORAGE             DESTINATION
      DURATION               OFFSITE?
       (DAYS)               YES OR NO
---------------------- ---------------------
EXAMPLE:
---------------------- ---------------------
<C>                    <C>
       65 days                   Yes

---------------------- ---------------------



---------------------- ---------------------



---------------------- ---------------------



---------------------- ---------------------



============================================
</TABLE>




Facility:____________________________________________