Exhibit 10(b)(7)

                               METRO COMMERCE BANK

                                TRIPLE NET LEASE

                               650 TOWNSEND STREET
                                SAN FRANCISCO, CA

                                TABLE OF CONTENTS

1.   SALIENT LEASE TERMS                                                       1
2.   DEFINITIONS                                                               3
3.   PREMISES                                                                 10
4.   TERM                                                                     12
5.   PRE-TERM POSSESSION                                                      14
6.   DELAY IN DELIVERY OF POSSESSION                                          15
7.   MINIMUM RENT                                                             15
8.   ADDITIONAL RENT                                                          15
9.   ACCORD AND SATISFACTION                                                  18
10.  SECURITY DEPOSIT                                                         18
11.  USE                                                                      19
12.  COMPLIANCE WITH LAWS AND REGULATIONS                                     20
13.  SERVICE AND EQUIPMENT                                                    27
14.  WASTE                                                                    29
15.  ALTERATIONS                                                              29
16.  PROPERTY INSURANCE                                                       31
17.  INDEMNIFICATION, WAIVER OF CLAIMS AND SUBROGATION                        32
18.  LIABILITY INSURANCE                                                      34
19.  INSURANCE POLICY REQUIREMENTS                                            34
20.  LESSEE INSURANCE DEFAULT                                                 35
21.  FORFEITURE OF PROPERTY AND LESSOR'S LIEN                                 35
22.  MAINTENANCE AND REPAIRS                                                  35
23.  DESTRUCTION                                                              37
24.  CONDEMNATION                                                             38
25.  ASSIGNMENT AND SUBLETTING                                                40
26.  ABANDONMENT                                                              44
27.  ENTRY BY LESSOR                                                          44
28.  SIGNS                                                                    44
29.  DEFAULT                                                                  45
30.  REMEDIES UPON DEFAULT                                                    45
31.  BANKRUPTCY                                                               48
32.  SURRENDER OF LEASE                                                       51
33.  LESSOR'S EXCULPATION                                                     51
34.  ATTORNEYS' FEES                                                          52
35.  NOTICES                                                                  52
36.  SUBORDINATION                                                            53
37.  ESTOPPEL CERTIFICATES.                                                   54
38.  WAIVER                                                                   54
39.  HOLDING OVER                                                             55
40.  SUCCESSORS AND ASSIGNS                                                   55
41.  TIME                                                                     55
42.  EFFECT OF LESSOR'S CONVEYANCE                                            55
43.  COMMON AREAS                                                             55
44.  TRANSFER OF SECURITY                                                     56
45.  LATE CHARGES                                                             56
46.  CORPORATE AUTHORITY                                                      56
47.  MORTGAGEE PROTECTION                                                     56
48.  MISCELLANEOUS PROVISIONS                                                 57
49.  WAIVER OF CALIFORNIA CODE SECTIONS                                       59
50.  SHUTTLE SERVICE                                                          60
<PAGE>
THIS LEASE is dated for reference purposes only this 17th day of December, 1999.

                             1. SALIENT LEASE TERMS

     1.1   Rent Payment:         ZORO, LLC
                                 650 Townsend Street
                                 San Francisco, CA 94103
                                 Attn.: Building Management Office
                                 Fax No.: (415) 487-4056

     1.2   Parties and Notice    Lessor: ZORO, LLC,
           Address:                      a California limited liability company
                                         650 Townsend Street
                                         San Francisco, CA 94103
                                         Attn.: Building Management Office
                                         Fax No.: (415) 487-4056

                                 Lessee: METRO COMMERCE BANK,
                                         a California Corporation
                                 (if more than one party, then the obligations
                                 hereunder shall be joint and several.)

                                 Until commencement of the Term:
                                         METRO COMMERCE BANK
                                         1248 Fifth Avenue
                                         San Rafael, CA 94901
                                 After commencement of the Term, Notices shall
                                 be sent to Lessee at the Leased Premises.
                                                                  (Section 35.1)

     1.3   Premises:             (A) Name and Location of Complex:
                                     Townsend Center
                                     650 Townsend Street
                                     San Francisco, CA 94103
                                 (B) Leased Premises: Ground Floor- (a portion
                                     of the ground floor space with entry to
                                     lobby)

                                     Usable Area: 2,975 square feet
                                     Rentable Area: 3,570 square feet

     1.4   Term:                 (A) Estimated Delivery Date: January 1, 2000
                                 (B) Initial Term: Ten (10) years from
                                     Commencement Date
                                 (C) Renewal Term; Number: Two (2) successive
                                     five (5) year terms
                                                                   (Section 4.1)

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     1.5   Rent:                 (A) Minimum Rent:

                                 Annual Rental              Monthly Rental
                                 -------------              --------------
                                 Years 1-5      $107,100    $ 8,925.00
                                 Years 6-10     $140,625    $11,718.75

                                 First and Second Renewal Terms at Fair Market
                                 Rental
                                                                   (Section 7.1)
                                 (B) Advance Rent:

                                     Eight Thousand Nine Hundred Twenty-Five
                                     Dollars ($8,925)
                                                                   (Section 7.2)
                                 (C) ATM Rent in addition to Minimum Rent:

                                 Years During Term    Annual Rent   Monthly Rent
                                 -----------------    -----------   ------------
                                 Years 1-5            $12,000       $1,000

                                 Years 6-10           $15,000       $1,250

                                 First Renewal Term   $20,000       $1,667

                                 Second Renewal Term  $25,000       $2,083

     1.6   Security Deposit:     Twenty Thousand Six Hundred Forty-Three and
                                 75/xx Dollars
                                 ($20,643.75)
                                                                  (Section 10.1)
     1.7   Use:                  Retail, banking, and office use
                                                                  (Section 11.1)

     1.8   Initial Pro Rata      0.53% (3,570/672,788 rsf)
           Percent:                                                (Section 2.1)
                                                                  (Section 16.3)

     1.9   Base Operating        (A) Base Operating Cost Year: 2000
           Cost for the          (B) Base Tax Year:            1999-2000
           Complex:                                                (Section 8.2)
                                                                  (Section 16.3)

     1.10  Real Estate           Cushman & Wakefield of California, Inc. and
           Brokers:              Polatnick Properties (Lessor's Brokers)
                                 Grubb & Ellis (Lessee's Broker)
                                                                 (Section 48.14)

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     1.11  Rentable Area of      672,788 square feet
           Building at
           Commencement:

     1.12  Parking               Two (2) stalls

     1.13  Contents:             This Lease consists of.
                                 Pages 1 through 61
                                 Sections 1 through 50
                                 Addenda (if any)
                                 Exhibits:
                                   A - Legal Description of Complex
                                   B - Plan of the Complex
                                   C - Floor Plan of the Leased Premises
                                   D - Work Letter Agreement
                                   E - Acknowledgment of Commencement
                                   F - Rules and Regulations
                                   G - Building Standards
                                   H - Janitorial Specifications
                                   I - Subordination Agreement
                                   J - Letter of Credit Terms
                                   K - Sign Exhibit
                                   L - Estoppel Certificate

                                 2. DEFINITIONS

     2.1 The terms  defined in this  Article 2 shall,  for all  purposes of this
Lease and all agreements supplemental hereto, have the meanings herein specified
unless expressly stated otherwise.

          "Alterations"  Means  any  alterations,   additions,  improvements  or
installations performed by Lessee after the Commencement Date.

          "Atrium"  means  the  central  Atrium  on  floors 2  through  6 of the
Building so identified on Exhibits B and C, if applicable.

          "Base Building Work" is defined in the Work Letter Agreement, attached
hereto as Exhibit D.

          "Base  0perating  Cost" means the sum of the costs for Base  Operating
Costs and Taxes for the years specified in Section 1.9 hereof.

          "BOMA"  means the  standards  of  measurement  adopted by the Building
Owners and Managers Association,  American National Standard, ANSI/BOMA 2.65.1 -
1996 ("BOMA") as modified by Lessor for uniform use in the Complex.

          "Building"   shall  mean  the  structure  which  contains  the  Leased
Premises.

          "Building  Standards" shall mean Lessor's standard  specifications for
construction in the Building as set forth in Exhibit G, attached hereto,  and as
may be established by Lessor from time to time.

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<PAGE>
          "Commencement Date" shall mean the earlier of the following dates:

               (i) The day upon which  Lessee  opens for  business in the Leased
Premises; or

               (ii) The date upon which the Tenant  Improvements,  including the
Lessee's  Work  (as  herein  defined),  have  been  substantially  completed  as
determined by Lessor's project architect; or

               (iii) Ninety (90) days  following  the  Delivery  Date (as herein
defined).

          "Common Areas" shall mean all areas and facilities  outside the Leased
Premises  within  the  exterior  boundaries  of the  Complex of which the Leased
Premises  form a part,  that are provided and  designated by Lessor from time to
time for the  general  use and  convenience  of Lessee  and of other  tenants of
Lessor  having the common use of such  areas,  and their  respective  authorized
representatives  and  invitees.   Common  Areas  include,   without  limitation,
corridors,  stairways, elevator shafts, janitor rooms, driveways, parking areas,
and landscaped  areas all as generally  described on Exhibit B, attached hereto.
Exhibit B is tentative and Lessor reserves the right to make alterations thereto
from time to time.  Other areas may be designated by Lessor from time to time as
for the exclusive use of certain lessees and shall cease being Common Areas.

          "Complex" is the real  property of which the Leased  Premises  forms a
part,  including,  but not  limited  to,  the  Building,  parking  facility  and
landscaping,  which  property  is  described  with  particularity  in Exhibit A,
attached hereto and made a part hereof by reference.

          "Delivery Date" shall mean the earlier of the following dates: (i) the
date upon  which  Lessee  takes  possession  of the  Leased  Premises  (provided
possession  shall  not mean  Lessee's  possession  of and  entry  to the  Leased
Premises for the purpose set forth in Section 5. 1), or (ii) the date upon which
Lessor's  Work  with  respect  to the  Leased  Premises  has been  substantially
completed  in  accordance  with  Exhibit  D;  provided,  however,  in the  event
completion  of Lessor's Work is delayed by Lessee's Work or other acts of Lessee
or its agents ("Lessee  Delay") any such Lessee Delay shall  thereupon  effect a
postponement  of the date at which  Lessor is  obliged  to  deliver  the  Leased
Premises to Lessee by the number of days of Lessee Delay.  However, the Delivery
Date and the  Commencement  Date as would  otherwise be  established  had Lessee
Delay not occurred shall not be postponed by the number of days of Lessee Delay.

          "Force Majeur" shall mean event(s)  beyond the  reasonable  control of
the obligated party such as, for example only, strikes, riots,  governmental act
or failure to act,  shortage of  materials,  weather and other such matters over
which the party does not have reasonable  control (except matters resulting from
financial insufficiency).

          "Lease Year" means any calendar  year, or portion  thereof,  following
the  commencement  hereof,  the whole or any part of which  period  is  included
within the Term.

          "Leased  Premises"  shall mean the  portion of space  leased to Lessee
hereunder.

          "Lessee's  Work"  shall  mean the work of  improvement  to the  Leased
Premises to be performed by Lessee in accordance with the Work Letter Agreement.

          "Lessor's  Work"  shall  mean the work to be  performed  by  Lessor in
accordance with the Work Letter Agreement.

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<PAGE>
          "Lines" shall mean domestic  water,  chilled water and waste pipes and
lines,  exhaust  pipes and  vents,  communications,  computer,  audio and video,
security and electrical (other than electrical wiring within the Leased Premises
terminating  at or connected to Building check meters),  cables,  wires,  lines,
duct work,  sensors,  switching  equipment,  control  boxes,  risers and related
improvements at the Complex, Building or the Leased Premises.

          "Major  Vertical  Penetrations"  shall mean stairs,  elevator  shafts,
flues,  pipe shafts,  vertical ducts,  and the like, and their enclosing  walls,
which serve more than one floor of the Building,  but shall not include  stairs,
dumbwaiters,  lifts, and the like,  exclusively serving a lessee occupying space
on more than one floor.

          "Occupied  Floor Area" means that portion of the Rentable  Area of the
Complex which is leased and occupied.

          "Operating Costs" means the total amounts paid or payable,  whether by
Lessor  or  others  on  behalf of  Lessor,  in  connection  with the  ownership,
maintenance,  repair,  replacement  and  operations  of the Complex  (including,
without  limitation,  all areas and facilities within the exterior boundaries of
the  Complex) as  determined  in a manner  consistent  with  generally  accepted
accounting  principles  ("GAAP").  Operating  Costs  shall  include,  but not be
limited to, the aggregate of the amount paid for all  electricity  and fuel used
in heating and air conditioning of the Building;  the amount paid or payable for
all  electricity  furnished by Lessor to the Complex  exclusive  of  electricity
furnished to Lessee and other lessees for usable areas of the Complex;  the cost
of periodic  relamping and reballasting of Building Standard lighting  fixtures;
the  amount  paid or  payable  for  all hot and  cold  water  (other  than  that
chargeable to lessees by reason of their  extraordinary  consumption  of water);
the  amount  paid or  payable  for all labor  and/or  wages  and other  payments
including  cost to Lessor of workers'  compensation  and  disability  insurance,
payroll taxes,  welfare and fringe  benefits made to janitors,  caretakers,  and
other employees,  contractors and  subcontractors  of Lessor (including wages of
the Building manager)  involved in the operation,  maintenance and repair of the
Complex; painting for exterior walls of the buildings in the Complex; managerial
and administrative  expenses;  the total charges of any independent  contractors
employed  in the  repair,  care,  operation,  maintenance,  and  cleaning of the
Complex; the amount paid or payable for all supplies occasioned by everyday wear
and tear; the costs of VAC (as defined in Section 13.1) of the Complex,  (except
to the extent paid by Lessee,  or other lessees,  for VAC provided to the Leased
Premises,  or other  leased  premises,  in respect of VAC  provided  outside the
Climate  Control  Hours  defined in Section  13.1),  window  and  exterior  wall
cleaning, telephone and utility costs; the cost of accounting services necessary
to compute  the rents and  charges  payable by lessees and keep the books of the
Complex;  fees for  management,  legal,  accounting,  inspection  and consulting
services;  the cost of operating,  repairing and  maintaining  and replacing the
Building  escalators and elevators and the utility systems,  including Lines, of
the Complex including the cost of inspection and service contracts;  the cost of
porters,  guards and other  protection  services;  the cost of establishing  and
maintaining the Building's directory board; payments for general maintenance and
repairs  to the plant  and  equipment  supplying  climate  control;  the cost of
supplying all services pursuant to Article 13 hereof to the extent such services
are not paid by individual lessees;  amortization of the costs, including repair
and  replacement,  of all maintenance and cleaning  equipment and master utility
meters and of the costs incurred for repairing or replacing all other  fixtures,
equipment and facilities serving or comprising the Complex which by their nature
require periodic or substantial repair or replacement, and which are not charged
fully in the year in which  they are  incurred,  at rates on the  various  items
determined  from time to time by Lessor in  accordance  with  GAAP;  the cost of
operating  the parking  facility in the Complex and the cost of parking fees and
rents paid to the owner of another  parcel  for use of  certain  parking  spaces
therein  (collectively  "Parking Costs") net of parking fees and rents collected
by  Lessor  in  connection  herewith  provided,  however,  Lessor  shall  not be

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<PAGE>
obligated to credit any sums received in excess of the actual Parking Costs; the
cost and expenses for  insurance  for which Lessor is  responsible  hereunder or
which Lessor  reasonably deems necessary in connection with the operation of the
Complex  (including,  without  limitation,  self-insurance  and the  payment  of
deductible  amounts under insurance  policies);  community  association  dues or
assessments and property owners'  association dues and assessments  which may be
imposed upon Lessor by virtue of any recorded instrument  affecting title to the
Complex; and costs of complying with all governmental regulations,  rules, laws,
ordinances  and codes enacted after the Delivery Date,  including  Environmental
Laws as such term is defined in Article 12. In addition,  Operating  Costs shall
include any Real Estate Taxes as defined in Paragraph 2.1 hereof Operating Costs
shall also include, without limitation, the repair and replacement,  resurfacing
and  repaving  of any paved  areas,  curbs,  gutters or other  surfaces or areas
within the Complex,  the repair and  replacement  of any equipment or facilities
located  within or serving the  Complex,  and the cost of any  capital  repairs,
replacements or improvements  made by Lessor to the Complex  ("Capital  Costs").
However,  certain  Capital  Costs  (the  "Restricted  Capital  Costs")  shall be
includable  in  Operating  Costs each year only to the  extent of that  fraction
allocable  to the year in question  calculated  by  amortizing  such  Restricted
Capital  Costs over the  reasonably  useful  life of the  improvement  resulting
therefrom,  as determined by Lessor, with interest on the unamortized balance at
the higher of (i) ten percent (10%) per annum;  or (ii) the interest rate as may
have been paid by Lessor for the funds  borrowed  for the purpose of  performing
the work for which the Restricted  Capital Costs have been  expended,  but in no
event to exceed the highest  rate  permissible  by law. The  Restricted  Capital
Costs subject to such amortization procedure are the following:  (X) those costs
for capital  improvements  to the Complex of a type which do not normally  recur
more  frequently than every five (5) years in the normal course of operation and
maintenance of facilities such as the Complex  (specifically  excluding painting
of all or a portion  of the  Complex);  (y) costs  incurred  for the  purpose of
reducing other operating expenses or utility costs, from which Lessee can expect
a reduction in the amounts it would otherwise expend,  or reimburse Lessor,  and
(z)  expenditures  by Lessor that are required by governmental  law,  ordinance,
regulation or mandate, including, without limitation, any Environmental Laws (as
such term is defined in Article 12), which were not applicable to the Complex at
the time of the original  construction.  Operating Costs shall not include legal
or  accounting  expenses  incurred  expressly  for  negotiating  a lease  with a
particular  lessee,  or as a result of a default  of a  specific  lessee,  which
negotiation or default does not affect the operation of the Complex.

          "Proportionate  Share" or "Pro Rata  Percent"  shall be that  fraction
(converted to a  percentage)  the numerator of which is the Rentable Area of the
Leased  Premises  and the  denominator  of which is the number of square feet of
Rentable  Area of all floors (or leased  premises  if the Complex is on a single
floor) rentable to lessees in the Complex.  Lessee's  Proportionate  Share as of
the  commencement  of  the  Term  hereof  is  specified  in  Section  1.8.  Said
Proportionate Share shall be recalculated as may be required effective as at the
commencement of any period to which the calculation is applicable in this Lease.
Notwithstanding the preceding provisions of this Section, Lessee's Proportionate
Share as to certain  expenses may be  calculated  differently  to yield a higher
percentage  share for Lessee as to certain  expenses in the event Lessor permits
other lessees in the Complex to directly  incur such  expenses  rather than have
Lessor  incur  the  expense  in  common  for the  Complex  (such  as,  by way of
illustration,  wherein a lessee performs its own janitorial  services).  In such
case Lessee's  Proportionate Share of the applicable expense shall be calculated
as having as its denominator the Rentable Area of all floors (or leased premises
if the Complex is on a single floor) rentable to lessees in the Complex less the
Rentable Area of lessees who have incurred such expense  directly.  Furthermore,
in the event Lessee consumes  extraordinary  amounts of any provided  utility or
other  service  as  determined  in  Lessor's  good  faith   judgment,   Lessee's
Proportionate  Share for such utility or service may, at Lessor's  election,  be
based on usage as opposed to  Rentable  Area,  that is,  Lessee's  Proportionate
Share  of such a  utility  or  service  would be  calculated  as  having  as its
denominator  the total  usage of such  utility  or service  in the  Complex  (or
Building as the case may be), and having as its numerator Lessee's usage of such
utility or service, as determined by Lessor in its sole good faith judgment.  In
any case in which Lessee, with Lessor's consent,  incurs such expenses directly,
Lessee's  Proportionate  Share will be calculated  specially so that expenses of

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the same character which are incurred by Lessor for the benefit of other lessees
in the  Complex  shall not be prorated to Lessee.  If repairs are  required  for
systems  exclusively  serving the Leased Premises  (whether within or outside of
said  Leased  Premises),  Lessee  shall pay one hundred  percent  (100%) of such
repair costs.  Nothing  herein shall imply that Lessor will permit Lessee or any
other lessee of the Complex to incur any Common Area Costs or  Operating  Costs.
Any such permission shall be in the sole discretion of the Lessor,  which Lessor
may grant or withhold in its arbitrary judgment.

          "Quadrant." Floors 2-6 of the Building are centered around the central
Atrium with  Rentable Area being  approximately  divided into four unequal parts
known as "Quadrant(s)" and commonly carrying identifying letters as follows:

               Quadrant A: Southeast of Atrium
               Quadrant B: Northeast of Atrium
               Quadrant C: Northwest of Atrium
               Quadrant D: Southwest of Atrium

          "R/U Ratio" (an  abbreviation  for  Rentable/Usable  Ratio) shall mean
that  fraction the numerator of which is Rentable  Area and the  denominator  of
which is Usable Area.

          "Real Estate  Taxes" or "Taxes" shall mean and include all general and
special taxes,  assessments,  fees of every kind and nature,  duties and levies,
charged and levied upon or assessed by any  governmental  authority  against the
Complex including the land, the Building, any other improvements situated on the
land other than the Building,  the various estates in the land and the Building,
any Tenant  Improvements,  fixtures,  installations,  additions  and  equipment,
whether owned by Lessor or Lessee; except that it shall exclude any taxes of the
kind covered by Section 8.1 hereof to the extent Lessor is  reimbursed  therefor
by any  lessee in the  Building.  Real  Estate  Taxes  shall  also  include  the
reasonable  cost  to  Lessor  of  contesting  the  amount,   validity,   or  the
applicability  of any Taxes mentioned in this section provided Tenant receives a
ratable credit for any refund obtained through such a contest.  Further included
in the  definition  of Taxes  herein  shall be general and special  assessments,
license  fees,   commercial  rental  tax,  levy,  penalty  or  tax  (other  than
inheritance  or estate  taxes)  imposed  by any  authority  having the direct or
indirect  power to tax, as against any legal or equitable  interest of Lessor in
the Leased  Premises or in the Complex or on the act of entering into this Lease
or, as against Lessor's right to rent or Other income  therefrom,  or as against
Lessor's  business of leasing the Leased Premises or the Complex,  any tax, fee,
or charge  with  respect  to the  possession,  leasing,  transfer  of  interest,
operation,  management,  maintenance,  alteration,  repair, use, or occupancy by
Lessee, of the Leased Premises or any portion thereof or the Complex, or any tax
imposed in substitution,  partially or totally,  for any tax previously included
within the  definition of Taxes  herein,  or any  additional  tax, the nature of
which may or may not have been  previously  included  within the  definition  of
Taxes.  Further,  if at any time  during  the Term of this  Lease the  method of
taxation or assessment of real estate or the income therefrom  prevailing at the
time of execution  hereof shall be, or has been altered so as to cause the whole
or any part of the Taxes now or  hereafter  levied,  assessed or imposed on real
estate to be levied,  assessed or imposed upon Lessor, wholly or partially, as a
capital levy,  business tax, fee,  permit or other charge,  or on or measured by
the Rents  received  therefrom,  then such new or altered  taxes,  regardless of
their  nature,  which are  attributable  to the land,  the  Building or to other
improvements  on the land  shall be deemed to be  included  within the term Real
Estate Taxes for purposes of this Section,  whether in  substitution  for, or in
addition to any other Real Estate Taxes,  save and except that such shall not be
deemed to include any  enhancement of said tax  attributable  to other income of
Lessor.  With respect to any general or special  assessments which may be levied
upon or against the Leased Premises,  the Complex,  or the underlying realty, or
which may be evidenced by improvement or other bonds,  and may be paid in annual

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or semi-annual installments,  only the amount of such installment,  prorated for
any  partial  year,  and  statutory   interest  shall  be  included  within  the
computation of Taxes for which Lessee is responsible hereunder.  Notwithstanding
anything to the contrary contained herein,  Taxes shall not include any interest
and  penalties  due to Landlord's  failure to pay Taxes before  delinquency  due
date.

          "Rent,"  "rent" or "rental"  means Minimum Rent (as defined in Section
7.1  herein) and all other sums  required  to be paid by Lessee  pursuant to the
terms of this Lease.

          "Rentable  Area." The Rentable Area means the Rentable Area determined
by BOMA,  subject to such  adjustments  as Lessor may  incorporate  from time to
time.  The Rentable  Area of a floor shall mean all areas  available or held for
the exclusive use and occupancy of occupants or future occupants of the Complex,
calculated in accordance with BOMA. No deductions  shall be made for columns and
projections  necessary to the  Building.  The Rentable Area of that portion of a
lessee's premises located on a floor shall be computed by multiplying the Usable
Area of such premises by the R/U Ratio. The Rentable Area of the Building is the
aggregate of the Rentable Area on all floors.

          "Structural"  as herein  used  shall  mean any  portion  of the Leased
Premises or Complex which provides  bearing support to any other integral member
of the Complex such as, by  limitation,  the roof  structure  (trusses,  joists,
beams), posts, load bearing walls, foundations, girders, floor joists, footings,
and other load bearing members constructed by Lessor.

          "Tenant  Improvements" shall mean the Lessee's Work in accordance with
the Work Letter Agreement and all subsequent  Alterations (as defined in Section
15.2 herein) to the Leased Premises made by Lessee.

          "Term"  shall  mean the term of the lease as  specified  in  Article 4
hereof, including any partial month at the commencement of the Term.

          "Usable Area." The Usable Area of any individual leased premises shall
be the number of square feet calculated in accordance with BOMA, subject to such
adjustments as Lessor may incorporate from time to time; provided, however, that
the term Usable Area shall include  toilet rooms in each Quadrant if such toilet
rooms are for the exclusive use of a lessee occupying such Quadrant.  The Usable
Area of a floor shall be equal to the sum of all Usable Areas on that floor.

          "Work Letter  Agreement."  That certain  Agreement for  performance of
improvements  to the  Premises,  Building  or  Complex  set forth in  Exhibit D,
attached hereto and made a part herein by reference.

                                   3. PREMISES

     3.1 Demising Clause.  Lessor hereby leases to Lessee, and Lessee hires from
Lessor a portion of the Complex as hereinafter defined.

     3.2  Description.  The  Complex,  as defined in Section  2.1, is  described
generally in Section 1.3(A) hereof.  The premises leased herein are described in
Section 1.3(B) and delineated on Exhibit C, which is attached  hereto and made a
part hereof by reference, consisting of the approximate amount of square footage
as specified in Section 1.3(B) hereof.  The term  "Building"  shall refer to the
Building in which the Leased Premises are located.  The portion leased herein to
Lessee is hereinafter  referred to as the "Leased Premises." Lessee acknowledges
that  Lessor  may change the  shape,  size,  location,  number and extent of the
improvements to any portion of the Complex without consent of Lessee and without

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<PAGE>
affecting Lessee's obligations hereunder provided such changes do not materially
and adversely affect Tenant's access to the Leased Premises. Lessor reserves the
area beneath and above the Leased  Premises,  as well as the  exterior  thereof,
together with the right to install,  maintain,  use,  repair and replace  Lines,
pipes,  ducts,  conduits,  wires,  and structural  elements  leading through the
Leased Premises serving other parts of the Complex,  including,  but not limited
to, vertical risers,  so long as such items are concealed by walls,  flooring or
ceilings. Such reservation in no way affects the maintenance obligations imposed
herein,  nor shall such  reservation  alter the  parties'  responsibilities  and
obligations set forth in this Lease regarding Hazardous Materials (as defined in
Section 12.3(a) below).

     3.3 ATM.  Lessee  may  install,  at  Lessee's  sole  cost and  expense,  an
Automated Teller Machine ("ATM") in a location mutually  agreeable to Lessor and
Lessee. The size and signage of the ATM will be subject to Lessor's approval. If
the ATM is located on a wall that is a perimeter wall of the Leased  Premises as
shown on Exhibit C, the ATM Rent reflected on Section 1.5 shall not apply.

     3.4  Covenants,  Conditions and  Restrictions.  The parties agree that this
Lease is subject to the effect of: (a) any covenants, conditions,  restrictions,
easements,  mortgages or deeds of trust, ground leases, rights of way of record,
and any other  matters or documents of record;  (b) any zoning laws of the city,
county and state  where the  Complex is  situated;  and (c)  general and special
taxes not delinquent.  Lessee agrees that as to its leasehold estate, Lessee and
all persons in  possession  or holding under Lessee will conform to and will not
violate the terms of any covenants,  conditions or  restrictions of record which
may now or hereafter  encumber the property  (hereinafter  the  "Restrictions").
This  Lease  is   subordinate  to  the   Restrictions   and  any  amendments  or
modifications thereto.

     3.5 Right of First Offer.

          (a) Commencing twelve (12) months after the Commencement  Date, Lessee
shall have a continuing  right of "First  Offer" to lease any increment of space
adjacent to the Leased  Premises which becomes  "available for lease" during the
term subject to the  provisions of this Section 3.5. An increment of space shall
not be deemed  "available  for lease" if the lessee  under an expiring  lease of
such space  desires to renew or extend its lease of such space  pursuant  to the
exercise  of a right or option to do so  pursuant  to the terms of such  party's
lease.

          (b) Lessor shall give Lessee written notice  ("Lessor's Right of First
Offer  Notice") of each  increment of space which  becomes  available  for lease
within thirty (30) days of  availability.  Lessor's  Right of First Offer Notice
shall identify the First Offer space, the availability  date, and the applicable
Rent.  If Lessee  elects to lease the First Offer  space,  Lessee  shall  notify
Lessor in writing within ten (10) days after Lessee's  receipt of Lessor's Right
of First Offer Notice.  If Lessee does not exercise its right to lease the First
Offer Space,  Lessor shall be released of any further  obligation  to offer that
particular  First Offer Space to Lessee  unless the space  subsequently  becomes
available for lease.

          (c) Upon  Lessee's  election to lease a First Offer Space,  Lessor and
Lessee shall  promptly  enter into an amendment of this Lease,  adding the First
Offer Space to the Leased  Premises  herein on all terms and  conditions of this
Lease  except  that (i) the term of the lease of such First  Offer  Space  shall
commence upon the ..availability date and shall continue  coextensively with the
remaining Term of this Lease; (ii) the Rent shall be the Rent stated in Lessor's
Right of First Offer Notice, subject to adjustment as provided in the Lease; and
(iii) Lessee shall take the First Offer Space in its then "as-is"  condition and
Lessor shall have no obligation to pay for any improvements.

                                       9
<PAGE>
          (d)  Notwithstanding  the  foregoing  provision  of this  Section 3.5,
Lessee shall have no right of First Offer if (i) an Event of Default  shall have
occurred and be continuing under this Lease;  (ii) Lessee is not in occupancy of
the entire original Leased  Premises;  or (iii) Lessee does not intend to occupy
the First Offer  Space.  Tenant's  right of First Offer shall not be  applicable
during the last two (2) years of the Term unless and until Lessee shall  validly
exercise its renewal  option,  in which case Lessee's right of First Offer shall
terminate two (2) years prior to the expiration of the next  succeeding  renewal
term.

                                     4. TERM

     4.1  Commencement  Date.  The  Term of this  Lease  shall  commence  on the
Commencement  Date defined in Section2-1  and shall be for the Term specified in
Section 1.4(B) hereof, plus any partial month at the commencement of the Term.

     4.2  Acknowledgment of Commencement.  After delivery of the Leased Premises
to  Lessee,  Lessee  shall  execute  a  written  acknowledgment  of the  date of
commencement  in the form attached hereto as Exhibit E, and by this reference it
shall be incorporated herein.

     4.3 Renewal Term.

          (a)  Manner of  Exercise.  Lessee  shall  have the right and option to
extend the Term of this  Lease for two (2)  additional  period(s)  of five years
(such  period  being  referred to as a "Renewal  Term") as  specified in Section
1.4(c),  provided  that no uncured  event of default  exists as of the date that
Tenant  exercises  its option to extend.  Lessee may exercise the option,  if at
all,  by written  notice to Lessor  delivered  no later than  twelve (12) months
prior to the date which  represents  the  expiration  of the then  current  term
("Expiration  Date"),  (the "Outside  Exercise  Date").  Unless all of the above
conditions precedent have been satisfied,  Lessee's exercise of any option shall
be of no force or effect and the Renewal Term shall  lapse.  If all of the above
conditions  precedent  are  satisfied,  then  the  term of this  Lease  shall be
extended for the Renewal Term,  and all of the terms,  conditions and provisions
of this Lease  shall  continue in full force and effect  throughout  the Renewal
Term,  except  that the Minimum  Rent to be paid by Lessee for the Renewal  Term
shall be 100% of the Fair Market  Rental (as defined  below) value of the Leased
Premises as of the  Expiration  Date, but in no event shall the Minimum Rent for
the Renewal  Term be less than the Minimum Rent payable in the last month of the
Term of this Lease prior to the Expiration Date.

          (b) Fair Market  Rental.  If Lessee  exercises the right to extend the
Term then the Minimum Rent shall be adjusted to equal the Fair Market Rental for
the Leased  Premises as of the date of the  commencement  of the  Renewal  Term,
pursuant to the procedures  hereinafter set forth. The term "Fair Market Rental"
means the  Minimum  Rent  chargeable  for the  Leased  Premises  based  upon the
following factors applicable to the Leased Premises or any comparable premises:

               (i) Rental  rates being  charged for  comparable  premises in the
same geographical location.

               (ii) The relative locations of the comparable premises.

               (iii) Improvements,  or allowances provided for improvements,  or
to be provided.

               (iv) Rental adjustments, if any, or rental concessions.

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<PAGE>
               (v) Services and utilities provided or to be provided.

               (vi) Use limitations or restrictions.

               (vii) Any other relevant Lease terms or conditions.

The Fair Market  Rental  evaluation  may  include  provision  for  further  rent
adjustments during the Renewal Term in question if such adjustments are commonly
required in the market place for similar types of leases.

          (c) Determination of Fair Market Rental. Upon exercise of the right to
extend the Term, and included within the Notice of Exercise, Lessee shall notify
Lessor of its  opinion of Fair  Market  Rental as above  defined for the Renewal
Term. If Lessor  disagrees with Lessee's  opinion of the Fair Market Rental,  it
shall * so notify Lessee ("Lessor's Value Notice") within thirty (30) days after
receipt of  Lessee's  Notice of  Exercise.  If the parties are unable to resolve
their  differences  within ten (10) days thereafter or if separated by more than
ten percent (10%),  either party may apply for Arbitration as provided below. If
the values are within ten percent  (100/6),  they shall be averaged.  If neither
party  applies for  Arbitration  within ten (10) days after receipt by Lessee of
Lessor's Value Notice, Lessee shall be bound to the Fair Market Rental stated in
Lessor's  Value  Notice.  Should  either  party elect to  arbitrate,  and if the
arbitration is not concluded before the commencement of the Renewal Term, Lessee
shall pay Minimum  Rent to Lessor in an amount  equal to the Fair Market  Rental
set forth in Lessor's  Value Notice,  until the Fair Market Rental is determined
in accordance with the arbitration  provisions  hereof  ("Arbitration").  If the
Fair Market  Rental as  determined  by  Arbitration  differs from that stated in
Lessor's  Value  Notice,  then any  adjustment  required  to correct  the amount
previously  paid by Lessee  shall be made by  payment by the  appropriate  party
within  thirty  (30)  days  after the  determination  of Fair  Market  Rental by
Arbitration has been concluded, as provided herein. Lessee shall be obligated to
make payment  during the entire  Renewal Term of the Minimum Rent  determined in
accordance with the Arbitration procedures hereunder.

          (d) Arbitration.  In the event either party seeks  Arbitration of Fair
Market Rental under the provisions  hereof for the Renewal Term, the other party
shall be bound to submit  the  matter  for  determination  by  Arbitration.  The
Arbitration  shall be conducted  and  determined  in the County where the Leased
Premises are located.

          (e) Demand for Arbitration.  A party demanding  Arbitration  hereunder
shall make its demand in writing  ("Demand  Notice")  within ten (10) days after
service of Lessor's Value Notice.

          (f)  Within ten (10) days after  service  of a Demand  Notice,  Lessor
shall  provide  Lessee with the names of three (3)  appraisers.  Each  appraiser
shall be a member of the American  Institute of Real Estate  Appraisers  (or its
successor),  or real estate professionals  qualified by appropriate training and
experience and having at least ten (10) years experience dealing with commercial
office  leasing in the San  Francisco  South of Market and  Financial  districts
("Appraiser  Notice").  Within  ten (10) days  after  service  of the  Appraiser
Notice,  Lessee  shall  notify  Lessor  of  Lessee's  selection  of  one  of the
appraisers  designated in the Appraiser Notice and that Appraiser shall serve as
the Arbitrator.

          (g) Decision of the  Arbitrator.  The  Arbitrator  so selected  shall,
within   ninety  (90)  days  after  his   appointment,   state  in  writing  his
determination as to whether Lessor's  valuation,  or Lessee's  valuation of Fair
Market Rental,  most closely  approximates his own. The Arbitrator may not state
his own opinion of Fair Market Rental,  but is strictly limited to the selection
of Lessor's Fair Market Rental  evaluation as stated in Lessor's Value Notice or

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<PAGE>
Lessee's Fair Market Rental evaluation as stated in the Notice of Exercise.  The
Arbitrator  shall have the right to consult  experts and  competent  authorities
with factual  information  or evidence  pertaining  to a  determination  of Fair
Market Rental,  but any such consultation  shall be made in the presence of both
parties with full right to cross examine.  The Arbitrator shall have no right to
propose  a  middle  ground  or  any  modification  of  either  of  the  proposed
valuations,  and shall have no power to modify the provisions of this Lease. The
valuation so chosen as most closely  approximating  that of the Arbitrator shall
constitute  the decision of the  Arbitrator  and shall be final and binding upon
the parties, absent fraud or gross error. The Arbitrator shall render a decision
and award in writing, with counterpart copies to each party and judgment thereon
may be entered in any court of competent jurisdiction.

          (h) Successor Arbitrator;  Fees and Expenses. In the event of failure,
refusal,  or inability of the Arbitrator to act in a timely manner,  a successor
shall be  appointed  in the same  manner as such  Arbitrator  was  first  chosen
hereunder.  The fees  and  expenses  of the  Arbitrator  and any  administrative
hearing fee, if any, shall be divided  equally  between the parties.  Each party
shall  bear  its own  attorneys'  fees and  other  expenses  including  fees for
witnesses in presenting evidence to the Arbitrator.

                             5. PRE-TERM POSSESSION

     5.1 Pre-Term Possession.

          (a)  Conditions  of Entry In the event the Leased  Premises  are to be
constructed  or  remodeled by Lessor,  Lessor may notify  Lessee when the Leased
Premises are ready for Lessee's  fixturing or Lessee's Work,  which may be prior
to substantial completion of the Leased Premises by Lessor. Lessee may thereupon
enter the  Leased  Premises  for such  purposes  at its own  risk,  to make such
improvements  as Lessee  shall  have the  right to make,  to  install  fixtures,
supplies,  inventory and other property.  Lessee agrees that it shall not in any
way  interfere  with the  progress of Lessor's  Work by such entry.  Should such
entry  prove an  impediment  to the  progress  of  Lessor's  Work,  in  Lessor's
judgment,  Lessor may demand that Lessee  forthwith  vacate the Leased  Premises
until such time as  Lessor's  work is  complete,  and Lessee  shall  immediately
comply with this demand.  In the event Lessor  requires that Lessee vacate,  the
ninety (90) day time  period  specified  in Section  2.1,  "Commencement  Date",
(iii),  shall be  extended  for the number of days  Tenant has been  required to
vacate the Leased Premises.

          (b) Lease Terms Apply.  During the course of any pre-term  possession,
whether such pre-term  period arises because of an obligation of construction on
the part of Lessor, or otherwise, all terms and conditions of this Lease, except
for rent and  Commencement  Date,  shall apply,  particularly  with reference to
indemnity by Lessee of Lessor under Article 17 herein for all occurrences within
or about the Leased Premises.

                       6. DELAY IN DELIVERY OF POSSESSION

     6.1 Delay. If Lessor, for any reason whatsoever,  cannot deliver possession
of the Leased  Premises to Lessee at the  Estimated  Delivery  Date,  this Lease
shall not be void or voidable, nor shall Lessor be liable for any loss or damage
resulting  therefrom,  but in that event,  there shall be no accrual of Rent for
the period between the Estimated Delivery Date and the Commencement Date. In the
event  Lessor  cannot  deliver the Leased  Premises to Lessee  within  three (3)
months beyond the Estimated  Delivery  Date,  then Lessee may elect to terminate
this Lease by written notice to Lessor within ten (10) days  thereafter.  In the
event Lessor,  after diligent and good faith efforts,  cannot deliver the Leased
Premises to Lessee  within six (6) months beyond the  Estimated  Delivery  Date,
then Lessor may elect to terminate this Lease by written notice to Lessee within

                                       12
<PAGE>
ten (10) days  thereafter.  In the event the Leased  Premises are not  delivered
within  three  (3)  years  from  the  date  of   execution,   this  Lease  shall
automatically terminate.

                                 7. MINIMUM RENT

     7.1 Payment. Lessee shall pay to Lessor at the address specified in Section
1. 1, or at such other  place as Lessor may  otherwise  designate,  as  "Minimum
Rent" for the Leased  Premises the amount  specified in Section  1.5(A)  hereof,
payable in advance on the first day of each month  during the Term.  If the Term
commences  on other  than the first day of a  calendar  month,  the rent for the
first partial month shall be prorated accordingly.

     All  payments of Minimum  Rent  (including  sums defined as rent in Section
2.1)  shall be in  lawful  money  of the  United  States,  and  payable  without
deduction, setoff, offset, counterclaim,. recoupment, notice or demand.

     7.2 Advance  Rent.  The amount  specified in Section  1.5(B) hereof is paid
herewith  to Lessor upon  execution  of this Lease as advance  rent,  receipt of
which is hereby acknowledged,  provided, however, that such amount shall be held
by Lessor as a "Security  Deposit"  pursuant to Section  10.1 hereof until it is
applied by Lessor to the first Minimum Rent due hereunder.

     7.3 Late  Payment.  If during any twelve (12) month period  Lessee fails on
more than one occasion to make any payment of Minimum Rent to Lessor on the date
when it is due,  then Lessor may, by giving  written  notice to Lessee,  require
that. Lessee pay the Minimum Rent to Lessor quarterly in advance.

                               8. ADDITIONAL RENT

     8.1 Personal Property,  Gross Receipts,  Leasing Taxes. This Section 8.1 is
intended to deal with impositions or taxes directly attributed to Lessee or this
transaction,  as distinct from taxes attributable to the Complex which are to be
allocated  among various  lessees and others and which are included in Operating
Costs.  In  addition to the Minimum  Rent and  additional  charges to be paid by
Lessee  hereunder,  Lessee  shall  reimburse  Lessor upon demand for any and all
taxes required to be paid by Lessor (excluding state,  local or federal personal
and  corporate  income taxes  measured by the income of Lessor from all sources,
and estate and  inheritance  taxes)  whether or not now  customary or within the
contemplation of the parties hereto:

          (a) Upon, measured by, or reasonably attributable to the cost or value
of Lessee's equipment,  furniture,  fixtures and other personal property located
in the Leased Premises or by the cost or value of any Tenant  Improvements  made
in or to the Leased  Premises by or for Lessee,  regardless  of whether title to
such improvements shall be in Lessee or Lessor;

          (b)  Upon or  with  respect  to the  possession,  leasing,  operation,
management,  maintenance,  Alteration, repair, use or occupancy by Lessee of the
Leased Premises or any portion thereof to the extent such taxes are not included
as Real Estate Taxes as defined in Section 2. 1;

          (c) Upon this  transaction  or any document to which Lessee is a party
creating or transferring an interest or an estate in the Leased Premises; and

          (d)  In  connection  with  any  testing,   investigation,   abatement,
remediation,  removal, transportation and/or disposal of any Hazardous Materials
by Lessee (or by Lessor,  pursuant to any  provision  of this Lease  granting to
Lessor the right to do any of the foregoing and to bill Lessee therefor).

                                       13
<PAGE>
     For purposes of this Section 8.1, the term "taxes" shall  include,  but not
be limited to, any fees, charges, fines, penalties and costs (including, without
limitation,  permit,  approval or licensing fees,  charges or costs),  excepting
interest and penalties for failure of Landlord to pay Taxes in a timely manner.

     In the event that it shall not be lawful for Lessee so to reimburse Lessor,
the Minimum  Rent  payable to Lessor  under this Lease shall be increased to net
Lessor  (i.e.,  after  payment  of the Taxes for which  Lessor  may not  receive
reimbursement  from  Lessee) the amount of Minimum Rent plus  reimbursement  for
Taxes  which  would  have  been  receivable  by  Lessor if such tax had not been
imposed.  All Taxes  payable by Lessee under this Section shall be deemed to be,
and shall be paid as, additional Rent.

     8.2 Operating Costs.

          (a) During each  calendar  year or part  thereof,  Lessee shall pay to
Lessor as  additional  Rent,  in  accordance  with Section 8.3 hereof,  Lessee's
Proportionate  Share of all Operating Costs for such calendar year.  During each
tax year (July 1 through June 30) or part thereof, Lessee shall pay to Lessor as
additional Rent, in accordance with Section 8.3 hereof,  Lessee's  Proportionate
Share of all Real Estate Taxes for such tax year.

          (b) In addition,  Lessee shall pay to Lessor,  as additional  Rent, in
accordance  with  Section  8.3  hereof,   one  hundred  percent  (100%)  of  the
electricity and other separately metered utility charges for the Leased Premises
(including utilities for the VAC system).

          (c) If any Lease  Year of less than  twelve  (12)  months is  included
within the Term,  the amount payable by Lessee for such period shall be prorated
on a per them basis (utilizing a three hundred sixty (360) day year).

          (d) Lessor shall  exercise  good faith  efforts to equitably  allocate
those Operating Costs that are incurred for the direct benefit of specific types
of lessees or users in the Complex to and among those  specific  lessees  and/or
users ("Cost Pools").  Such Cost Pools may include, but shall not be limited to,
the office,  and showroom space,  the second floor Atrium,  the concourse level,
and any retail space  lessees of the  Complex.  Lessor's  determination  of such
allocations  shall be made in a manner  consistent with the terms and conditions
of this  Section  8.2(c)  and shall be  subject to  reconciliation  per  Section
8.3(c).  Lessee  acknowledges  that the allocation of Operating Costs among Cost
Pools does not affect all Operating Costs and is limited to specific items which
Lessor  determines,  in good faith,  should be shared  among the lessees  and/or
users of a certain Cost Pool.

     8.3 Method of Payment. Any additional Rent payable by Lessee under Sections
8.1 and 8.2 hereof shall be paid as follows, unless otherwise provided:

          (a) During  the Term,  Lessee  shall pay to Lessor  monthly in advance
with its  payment  of  Minimum  Rent,  one-twelfth  (1/12) of the amount of such
additional Rent as estimated by Lessor in advance, in good faith, to be due from
Lessee.

          (b) Annually,  as soon as is reasonably  possible after the expiration
of each Lease Year,  Lessor shall  prepare in good faith and deliver to Lessee a
comparative  statement,  which statement shall be conclusive between the parties
hereto, setting forth: (i) the Operating Costs for such Lease Year; and (ii) the
amount of additional  Rent as determined  in accordance  with the  provisions of
this Article 8.

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<PAGE>
          (c) If the aggregate amount of such estimated additional Rent payments
made by Lessee in any Lease Year should be less than the additional Rent due for
such year,  then Lessee shall pay to Lessor as  additional  Rent within  fifteen
(15) days of  written  demand the amount of such  deficiency.  If the  aggregate
amount of such  additional Rent payments made by Lessee in any Lease Year of the
Term should be greater than the additional  Rent due for such year,  then should
Lessee not be otherwise in default hereunder,  the amount of such excess will be
applied by Lessor to the next  succeeding  installments  of such additional Rent
due  hereunder;  and if there is any such  excess for the last year of the Term,
the amount thereof will be refunded by Lessor to Lessee,  provided Lessee is not
otherwise in default under the terms of this Lease.

                           9. ACCORD AND SATISFACTION

     9.1  Acceptance of Payment.  No payment by Lessee or receipt by Lessor of a
lesser amount of Minimum Rent or any other sum due hereunder, shall be deemed to
be other than on  account of the  earliest  due rent or  payment,  nor shall any
endorsement or statement on any check or any letter  accompanying any such check
or  payment  be deemed an accord and  satisfaction,  and Lessor may accept  such
check or payment  without  prejudice to Lessor's right to recover the balance of
such rent or payment or pursue any other remedy  available in this Lease, at law
or in equity.  Lessor  may  accept  any  partial  payment  from  Lessee  without
invalidation  of any  contractual  notice  required to be given  herein ( to the
extent such  contractual  notice is required)  and without  invalidation  of any
notice  required to be given  pursuant  to  California  Code of Civil  Procedure
section 1161, et seq., or of any successor statute thereto.

                              10. SECURITY DEPOSIT

     10.1 Lessee  shall pay Lessor upon  execution  hereof the sum  specified in
Section 1.6. This sum is  designated as a Security  Deposit and shall remain the
sole and  separate  property of Lessor  until  actually  repaid to lessee (or at
Lessor's option the last assignee, if any, of Lessee's interest hereunder), said
sum not being earned by Lessee until all conditions precedent for its payment to
Lessee  have been  fulfilled.  As this sum both in equity and at law is Lessor's
separate  property,  Lessor  shall not be  required  to:  (i) keep said  deposit
separate from its general accounts;  or (ii) pay interest or other increment for
its use. If Lessee  fails to pay rent or other  charges when due  hereunder,  or
otherwise  defaults with respect to any  provision of this Lease,  including and
not  limited to  Lessee's  obligation  to  restore or clean the Leased  Premises
following  vacation thereof,  Lessee, at Lessor's  election,  shall be deemed to
have earned the right to repayment of the Security  Deposit,  or those  portions
thereof  used or applied by Lessor for the payment of any rent or other  charges
in  default,  or for the  payment  of any other sum to which  Lessor  may become
obligated by reason of lessee's default, or to compensate Lessor for any loss or
damage  which Lessor may suffer  thereby.  Lessor may retain such portion of the
Security Deposit as it reasonably deems necessary to restore or clean the Leased
Premises  following  vacation  by  Lessee.  The  Security  Deposit  is not to be
characterized  as rent  until and  unless so  applied in respect of a default by
Lessee.  In the event a portion or all of the Security  Deposit is paid pursuant
to a Letter of Credit, the terms specified in Exhibit J, attached hereto,  shall
apply.

     10.2 If Lessor  elects to use or apply all or any  portion of the  Security
Deposit as provided in Section  10.1,  Lessee  shall  within ten (10) days after
written demand therfor pay to Lessor in cash, an amount equal to that portion of
the Security  Deposit used or applied by Lessor,  and Lessee's  failure to so do
shall be a material breach of this Lease.  The ten (10) day notice  specified in
the preceding  sentence shall insofar as not prohibited by law,  constitute full
satisfaction of notice of default provisions required by law or ordinance.

                                       15
<PAGE>
                                     11. USE

     11.1 Permitted  Use. The Leased  Premises may be used and occupied only for
the  purposes  specified  in Section  1.7  hereof,  and for no other  purpose or
purposes.  Lessee shall promptly  comply with all laws,  ordinances,  orders and
regulations affecting the Leased Premises, their cleanliness, safety, occupation
and use.

     11.2 Safes,  Heavy Equipment.  Lessee shall not place a load upon any floor
of the Leased  Premises  which  exceeds  fifty (50)  pounds per square foot live
load.  without the express written consent of Lessor.  Lessor reserves the right
to prescribe the weight and position of all safes and heavy  installations which
Lessee wishes to place in the Leased  Premises so as properly to distribute  the
weight thereof, or to require plans prepared by a qualified  structural engineer
at Lessee's sole cost and expense for such heavy  objects.  Notwithstanding  the
foregoing,  Lessor  shall  have  no  liability  for  any  damage  caused  by the
installation of such heavy equipment or safes.

     11.3 Machinery.  Business  machines and mechanical  equipment  belonging to
Lessee  which  cause  noise  and/or  vibration  that may be  transmitted  to the
structure of the Building or to any other leased space to such a degree as to be
objectionable  to Lessor or to any  lessees in the  Complex  shall be placed and
maintained by the party  possessing  the machines or equipment,  at such party's
expense,  in settings  of cork,  rubber or spring  type noise  and/or  vibration
eliminators,  and Lessee  shall take such other  measures as needed to eliminate
vibration and/or noise. If the noise or vibrations cannot be eliminated,  Lessee
must remove such equipment  within ten (10) days  following  written notice from
Lessor.

     11.4  Hazardous  Activities.  Lessee shall not engage in any  activities or
permit to be kept,  used, or sold in or about the Leased  Premises,  any article
which may be prohibited by the standard form of fire insurance policies.  Lessee
shall,  at its sole  cost and  expense,  comply  with any and all  requirements,
pertaining to the Leased  Premises,  of any insurance  organization  or company,
necessary for the maintenance of reasonable fire and public liability  insurance
covering the Building and appurtenances.

     11.5 Tenant  Exclusive.  Provided  (i) Lessee is not in default  under this
Lease,  (ii)  Lessee has not failed on two (2) or more  occasions  to observe or
perform any provision of this Lease during any twelve (12) month  period,  (iii)
Lessee is doing  business as a retail,  full service,  direct  deposit bank, and
(iv) this Lease has not been  terminated  and is still in effect,  Lessor agrees
not to enter  into a lease with any other  lessee  for space on the Lobby  Level
(First Floor Townsend Street Frontage) for use as a retail, full service, direct
deposit bank.  Notwithstanding  anything to the contrary  contained herein,  the
provisions  of this Section 11.5 shall not prevent  Lessor from leasing or using
space  anywhere in the Complex  (including  the Lobby Level) for (A) one or more
ATM's or  financial  services  machines or (B) for a financial  services or bank
business  provided such business is not a retail,  full service,  direct deposit
bank.

                    12. COMPLIANCE WITH LAWS AND REGULATIONS

     12.1 Lessee's Obligations. Except with respect to the Common Areas, Lessee,
shall, at its sole cost and expense,  comply with all of the requirements of all
municipal, state and federal authorities now in force, or which may hereafter be
in force, pertaining to the Leased Premises, and shall faithfully observe in the
use of the  Leased  Premises  all  municipal  ordinances  and state and  federal
statutes  and  regulations  now in force or which  may  hereafter  be in  force,
including, without limitation,  Environmental Laws (as hereinafter defined), and
the Americans  with  Disabilities  Act, 42 U.S.C.  ss.ss.  12101-12213  (and any
rules,  regulations,  restrictions,  guidelines,  requirements  or  publications
promulgated or published  pursuant thereto,  collectively  herein referred to as
the  "ADA"),   whether  or  not  any  of  the  foregoing  were   foreseeable  or
unforeseeable  at the time of the  execution of this Lease.  The judgment of any
court of  competent  jurisdiction,  or the  admission of Lessee in any action or
proceeding  against  Lessee,  whether Lessor be a party thereto or not, that any
such  requirement,  ordinance,  statute or  regulation  pertaining to the Leased

                                       16
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Premises has been  violated,  shall be conclusive of that fact as between Lessor
and Lessee.  Within  five (5)  business  days after  receipt of notice or actual
knowledge of any violation or alleged  violation by Lessee of any  Environmental
Law(s), and/or the ADA pertaining to the Complex, any governmental or regulatory
proceedings,  investigations,  sanctions and/or actions  threatened or commenced
with respect to any such violation or alleged  violation,  and any claim made or
commenced  with  respect to such  violation or alleged  violation,  Lessee shall
notify Lessor thereof and provide  Lessor with copies of any written  notices or
information in Lessee's possession. Lessee shall make, at Lessee's sole cost and
expense,  any and all Alterations,  improvements or non-structural  changes that
are required by laws,  statutes,  ordinances  and  governmental  regulations  or
requirements as a result of Lessee's  specific use of the Leased Premises or any
Alterations,  additions or  improvements  made by Lessee.  If any.  alterations,
improvements  or  structural  changes are required to be made to the Building in
general or are applicable to  substantially  all lessees in the Building without
regard to  Lessee's  specific  use of the Leased  Premises  or any  Alterations,
additions  or  improvements  made  by  Lessee,   then  Lessor  shall  make  such
alterations,  additions or improvements  and the costs thereof shall be included
within Operating Costs pursuant to Section 2.1.

     12.2  Condition of Leased  Premises.  Subject to Lessor's  Work, if any, as
referred  to in  Exhibit D to this  Lease,  Lessee  hereby  accepts  the  Leased
Premises in the condition  existing as of the date of occupancy,  subject to all
applicable  zoning,  municipal,  county  and  state  laws,  ordinances,   rules,
regulations,  orders,  restrictions of record, and requirements in effect during
the Term or any part of the Term hereof  regulating  the Leased  Premises,  and,
except as otherwise provided in this Lease, without representation,  warranty or
covenant by Lessor,  express or implied,  as to the condition,  habitability  or
safety of the Leased  Premises,  the  suitability  or fitness  thereof for their
intended purposes,  or any other matter. Lessor covenants that the Lessor's Work
pursuant to Exhibit D shall be in material  compliance with applicable local and
state  building  codes and  ordinances  in such  manner that any  violations  or
conditions  of  non-compliance  will not result in the inability of Lessee to be
issued a  building  permit  for  Lessee's  Work  pursuant  to  Exhibit  D ("Code
Compliance"). As of the date of execution of this Lease, Lessor has not received
any notices for items that remain  uncured  with respect to the  following:  (i)
notices  from  any  governmental  or  quasi-governmental   agency  alleging  any
violation of any applicable laws (including ADA and Environmental  Laws), rules,
ordinances,  regulations,  and other applicable  requirements  pertaining to the
Complex  or any  portion  thereof;  (ii)  any  notices  of any  claims  made  or
threatened  regarding  noncompliance with the ADA or any Environmental  Laws; or
(iii) any notices of any  governmental or regulatory  actions or  investigations
instituted  or  threatened   regarding   noncompliance   with  the  ADA  or  any
Environmental Laws as to any portion of the Complex.

     12.3 Hazardous Materials.

          (a) Hazardous  Materials Defined.  As used herein, the term "Hazardous
Materials" shall mean any wastes,  materials or substances  (whether in the form
of liquids,  solids or gases,  and whether or not  air-borne),  which are or are
deemed  to be  pollutants  or  contaminants,  or which  are or are  deemed to be
hazardous,  toxic,  ignitable,   reactive,  corrosive,   dangerous,  harmful  or
injurious,  or which present a risk, to public health or to the environment,  or
which are or may become  regulated by or under the  authority of any  applicable
local, state or federal laws, judgments, ordinances, orders, rules, regulations,
codes  or other  governmental  restrictions,  guidelines  or  requirements,  any
amendments  or  successor(s)  thereto,   replacements  thereof  or  publications
promulgated pursuant thereto  (collectively  "Environmental  Laws"),  including,
without limitation, any waste, material or substance which is:

               (i) defined as "hazardous waste," "extremely hazardous waste," or
"restricted  hazardous waste" under Sections 25115, 25117 or 25122.7,  or listed
pursuant to Section 25140,  of the California  Health and Safety Code,  Division
20, Chapter 6.5 (Hazardous Waste Control Law);

                                       17
<PAGE>
               (ii) defined as a "hazardous  substance"  under  Section 25316 of
the   California   Health  and   Safety   Code,   Division   20,   Chapter   6.8
(Carpenter-Presley-Tanner Hazardous Substance Account Act);

               (iii) defined as a "hazardous material,"  "hazardous  substance,"
or "hazardous  waste" under Section  25501 of the  California  Health and Safety
Code,  Division 20, Chapter 6.95 Hazardous  Materials Release Response Plans and
Inventory);

               (iv) defined as a "hazardous  substance"  under  Section 25281 of
the California  Health and Safety Code,  Division 20,  Chapter 6.7  (Underground
Storage of Hazardous Substances);

               (v) defined as a "waste" or "hazardous  substance"  under Section
13050 of the California Water Code, Division 7, Chapter 2 (Porter-Cologne  Water
Quality Control Act);

               (vi)  listed as a chemical  known to the State of  California  to
cause  cancer or  reproductive  toxicity  pursuant  to  Section  25249.8  of the
California Health and Safety Code, Division 20, Chapter 6.6 (Safe Drinking Water
and Toxic Enforcement Act of 1986);

               (vii)  defined  as  a  "hazardous  substance"  or  "pollutant  or
contaminant"  pursuant  to  Section  101  of  the  Comprehensive   Environmental
Response,  Compensation and Liability Act of 1980, as amended,  42 U.S.C.ss.9601
et seq.;

               (viii) listed as an "extremely hazardous  substance,"  "hazardous
chemical," or "toxic chemical"  pursuant to the Emergency Planning and Community
Right-to-Know Act of 1986, 42 U.S.C.ss.11001 et seq.;

               (ix)  listed as a  "hazardous  substance"  in the  United  States
Department of Transportation Table, 49 C.F.R. 172.101 and amendments thereto, or
by the  Environmental  Protection  Agency (or any successor agency) in 40 C.F.R.
Part 302 and amendments thereto;

               (x) defined,  listed or  designated  by  regulations  promulgated
pursuant to any Environmental Law; or

               (xi)  any  of  the  following:  pesticide;  flammable  explosive;
petroleum,   including   crude  oil  or  any  fraction   thereof;   asbestos  or
asbestos-containing material; polychlorinated biphenyl; radioactive material; or
urea formaldehyde.

     In addition to the foregoing,  the term  Environmental Laws shall be deemed
to  include,  without  limitation,  local,  state and federal  laws,  judgments,
ordinances,   orders,   rules,   regulations,   codes  and  other   governmental
restrictions,   guidelines  and  requirements,  any  amendments  and  successors
thereto,  replacements  thereof and publications  promulgated  pursuant thereto,
which deal with, or otherwise in any manner relate to, air or water quality, air
emissions, soil or ground conditions or other environmental matters of any kind.

          (b) Use,  etc. of Hazardous  Materials.  Lessee agrees that during the
Term, there shall be no use, presence, disposal, storage,  generation,  leakage,
treatment,  manufacture,  import,  handling,  processing,  release or threatened
release of  Hazardous  Materials  caused by Lessee on,  from or under the Leased
Premises  except to the extent that, and in accordance  with such conditions as,
Lessor may have previously  approved in writing.  The use,  presence,  disposal,
storage,  generation,   leakage,  treatment,   manufacture,   import,  handling,
processing,  release or threatened release of Hazardous  Materials by Lessee are

                                       18
<PAGE>
sometimes  hereinafter  individually or  collectively  referred to as "Hazardous
Use." It is further  Agreed that Lessee  shall be entitled to use and store only
those Hazardous  Materials which are necessary for Lessee's  business,  provided
that such usage and storage is in full compliance with  Environmental  Laws, and
all judicial and administrative  decisions pertaining thereto.  Lessee shall not
be entitled to install any tanks under,  on or about the Leased Premises for the
storage of Hazardous  Materials  without the express  written consent of Lessor,
which may be given or withheld in Lessor's sole arbitrary judgment.

          (c) Hazardous Materials Report; When Required . Lessee shall submit to
Lessor a written  report with respect to Hazardous  Materials  ("Report") in the
form prescribed in subparagraph (d) below on the following dates:

          (d) Hazardous  Materials Report,  Contents.  The Report shall contain,
without limitation, the following information:

               (i) Whether on the date of the Report and (if applicable)  during
the period  since the last Report there has been any  Hazardous  Use on, from or
under the Leased Premises.

               (ii) If there was such  Hazardous  Use, the exact identity of the
Hazardous  Materials,  the dates upon which such materials were brought upon the
Leased  Premises,  the dates upon which the  Hazardous  Materials  were  removed
therefrom, and the quantity, location, use and purpose thereof.

               (iii) If there was such Hazardous Use, any  governmental  permits
maintained  by Lessee  with  respect to such  Hazardous  Materials,  the issuing
agency,  original  date of issue,  renewal dates (if any) and  expiration  date.
Copies of any such permits and applications therefor shall be attached.

               (iv) If there was such Hazardous Use, any governmental  reporting
or  inspection  requirements  with  respect  to such  Hazardous  Materials,  the
governmental agency to which reports are made and/or which conducts inspections,
and the dates of all such reports and/or  inspections (if applicable)  since the
last Report. Copies of any such reports shall be attached.

               (v) Any  liability  insurance  carried by Lessee with  respect to
Hazardous  Materials,  the  insurer,  policy  number,  date of  issue,  coverage
amounts, and date of expiration.  Copies of any such policies or certificates of
coverage shall be attached.

               (vi) Any notices of violation of Environmental Laws at the Leased
Premises, written or oral, received by Lessee from any governmental agency since
the last Report, the date, name of agency, and description of violation.  Copies
of any such written notices shall be attached.

               (vii) Any knowledge,  information or  communication  which Lessee
has acquired or received relating to: (x) any enforcement,  cleanup,  removal or
other  governmental or regulatory  action threatened or commenced against Lessee
with respect to the Leased Premises pursuant to any Environmental  Laws; (y) any
claim made or  threatened by any person or entity  against  Lessee or the Leased
Premises  on account of any  alleged  loss or injury  claimed to result from any
alleged Hazardous Use on or about the Leased Premises; or (z) any report, notice
or  complaint  made to or filed  with any  governmental  agency  concerning  any
Hazardous Use on or about the Leased  Premises.  The Report shall be accompanied
by  copies  of any such  claim,  report,  complaint,  notice,  warning  or other
communication that is in the possession of or is available to Lessee.

                                       19
<PAGE>
          (e) Release of Hazardous  Materials:  Notification and Cleanup.  If at
any time  during  the Term  Lessee  knows or  believes  that any  release of any
Hazardous  Materials has come or will come to be located upon,  about or beneath
the Leased Premises, then Lessee shall immediately,  either prior to the release
or following the discovery thereof by Lessee,  give verbal and follow-up written
notice of that condition to Lessor.  Lessee  covenants to investigate,  clean up
and otherwise  remediate any release of Hazardous Materials caused by Lessee (or
Lessee's agents, contractors,  employees and representatives),  at Lessee's cost
and expense;  such  investigation,  clean-up and remediation  shall be performed
only after  Lessee has obtained  Lessor's  written  consent,  which shall not be
unreasonably  withheld;  provided,  however,  that  Lessee  shall be entitled to
respond  immediately to an emergency  without first obtaining  Lessor's  written
consent. Whenever the term "Lessee" is used in this Section 12 with respect to a
use or release of Hazardous Materials,  such term shall include Lessee's agents,
contractors,  employees and representatives.  All clean-up and remediation shall
be done in compliance with Environmental Laws and to the reasonable satisfaction
of Lessor.  Notwithstanding the foregoing,  whether or not such work is prompted
by the  foregoing  notice from Lessee or is  undertaken  by Lessor for any other
reason  whatsoever,  Lessor  shall have the right,  but not the  obligation,  in
Lessor's sole and absolute  discretion,  exercisable by written notice to Lessee
at any time,  to  undertake  within or outside  the Leased  Premises  all or any
portion of any investigation,  clean-up or remediation with respect to Hazardous
Materials for which Lessee is  responsible  (or, once having  undertaken  any of
such work, to cease same,  in which case Lessee shall perform the work),  all at
Lessee's  cost and  expense,  which shall be paid by Lessee as  additional  rent
within twenty (20) days after receipt of written request therefor by Lessor (and
which  Lessor  may  require  to be paid  prior  to  commencement  of any work by
Lessor). No such work by Lessor shall create any liability on the part of Lessor
to Lessee or any other party in  connection  with such  Hazardous  Materials  or
constitute  an  admission by Lessor of any  responsibility  with respect to such
Hazardous  Materials.  Lessee  shall not enter  into any  settlement  agreement,
consent decree or other  compromise  with respect to any claims  relating to any
Hazardous  Materials in any way connected to the Leased Premises  without first:
(i) notifying  Lessor of Lessee's  intention to do so and  affording  Lessor the
opportunity to participate in any such proceedings;  and (ii) obtaining Lessor's
reasonable written consent.

          (f) Inspection  and Testing by Lessor.  Lessor shall have the right at
all times  during the Term to: (i) upon  reasonable  prior  notice  inspect  the
Leased Premises,  as well as Lessee's books and records;  and (ii) conduct tests
and  investigations  to  determine  whether  Lessee  is in  compliance  with the
provisions  of this  Section.  Except in case of  emergency,  Lessor  shall give
reasonable  notice  to Lessee  before  conducting  any  inspections,  tests,  or
investigations. The cost of all such inspections, tests and investigations shall
be borne by Lessee, if Lessor reasonably believes them to be necessary.  Neither
any action nor inaction on the part of Lessor  pursuant to this Section  12.3(f)
shall be deemed in any -way to  release  Lessee  from,  or in any way  modify or
alter,  Lessee's  responsibilities,  obligations,  and/or  liabilities  incurred
pursuant to Section 12.3 hereof.

     12.4 Indemnity.  Lessee shall  indemnify,  hold harmless,  and, at Lessor's
option  (with such  attorneys  as Lessor may approve in advance and in writing),
defend  Lessor  and  Lessor's  officers,  directors,   shareholders,   trustees,
partners, employees,  contractors,  agents and mortgagees or other lien holders,
from and against  any and all claims,  demands,  expenses,  actions,  judgments,
damages (whether consequential,  direct or indirect, known or unknown,  foreseen
or unforeseen),  penalties, fines, liabilities,  losses of every kind and nature
(including, without limitation, property damage, diminution in value of Lessor's
interest  in the  Leased  Premises  or the  Complex,  damages  for  the  loss or
restriction  on use of any space or amenity  within the Leased  Premises  or the
Complex,  damages  arising  from any adverse  impact on  marketing  space in the
Complex, sums paid in settlement of claims and any costs and expenses associated
with  injury,  illness  or death  to or of any  person),  suits,  administrative
proceedings,  costs and fees,  including,  but not  limited to,  attorneys'  and
consultants' fees and expenses, and the costs of cleanup,  remediation,  removal
and restoration (all of the foregoing being hereinafter  sometimes  collectively
referred to as "Losses"),  arising from or related to any violation by Lessee of

                                       20
<PAGE>
any of  the  requirements,  ordinances,  statutes,  regulations  or  other  laws
referred to in this Article, including, without limitation,  Environmental Laws,
any breach of the provisions of this Article,  or any Hazardous Use on, about or
from the Leased Premises caused by the acts or omissions of Lessee,  its agents,
employees and  contractors,  including  without  limitation any Hazardous Use or
release of Hazardous Materials,  after the Delivery Date until the expiration of
the Term.

     12.5 Release and Assumption of Risk.

          (a) Lessee,  for itself,  and its officers,  directors,  shareholders,
partners,  agents,  contractors,   attorneys,   brokers,  servants,   employees,
sublessees,  lessees, invitees,  concessionaires,  licensees and representatives
(hereinafter referred to as "Releasors"),  hereby waives, releases,  acquits and
forever discharges Lessor and its officers, directors,  trustees,  shareholders,
partners, agents, contractors, attorneys, brokers, servants, employees, lessees,
invitees, licensees and representatives (hereinafter referred to as "Releasees")
of and from any and all Losses, which are in any way connected with, based upon,
related to or arising out of (i) any Hazardous Use or Hazardous  Materials on or
about the Leased  Premises or the Complex,  (ii) any violation by or relating to
the Leased Premises or the Complex (or the ownership, use, condition,  occupancy
or operation thereof),  or by the Releasors or any other persons or entities, of
any Environmental or Wetlands Laws affecting the Leased Premises or the Complex,
or (iii) any investigation,  inquiry, order, hearing, action or other proceeding
by or before any governmental  agency or any court in connection with any of the
matters  referred to in clauses (i) or (ii) above  (collectively,  the "Released
Matters"),  except  to the  extent  caused by the gross  negligence  or  willful
misconduct of the Releasees.  Releasors hereby expressly assume any and all risk
of Losses based on or arising out of or pertaining to the Released Matters.

          (b) Lessee agrees,  represents and warrants that the Released  Matters
are not limited to matters which are known, disclosed or foreseeable, and Lessee
waives any and all rights and benefits which are conferred upon Lessee by virtue
of the provisions of Section 1542 of the California Civil Code, which provides:

          A GENERAL  RELEASE DOES NOT EXTEND TO CLAIMS  WHICH THE CREDITOR  DOES
          NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE
          RELEASE,  WHICH  IF KNOWN BY HIM MUST  HAVE  MATERIALLY  AFFECTED  HIS
          SETTLEMENT WITH THE DEBTOR.

          (c) Lessee  agrees,  represents and warrants that it is familiar with,
has read,  understands,  and has  consulted  legal  counsel of its choosing with
respect  to  California   Civil  Code  Section  1542  and  Lessee  realizes  and
acknowledges  that  factual  matters now  unknown to it may have  given,  or may
hereinafter give, rise to Losses which are presently unknown,  unanticipated and
unsuspected.  Lessee further agrees, represents and warrants that the provisions
of this  Section  12.5 have been  negotiated  and  agreed  upon in light of that
realization and that Lessee  nevertheless  hereby intends to release,  discharge
and acquit  the  Releasees  from any such  unknown  Losses  which are in any way
related to this Lease or the Complex.

     12.6 Indoor Air Quality.  To prevent the  generation,  growth or deposit of
any mold, mildew, bacillus, virus, pollen or other microorganism  (collectively,
"Biologicals")   and  the  deposit,   release  or   circulation  of  any  indoor
contaminants,  including,  but not limited to, emissions from paint,  carpet and
drapery  treatments,   cleaning,  maintenance  and  construction  materials  and
supplies,  pesticides,  pressed  wood  products,  insulation,  tobacco and other
materials and products  (collectively  with Biologicals,  "Contaminants"),  that
could adversely affect the health, safety or welfare of any tenant, employee, or
other occupant of the Complex or their invitees (each,  an  "Occupant"),  Lessee
shall,  at Lessee's  sole cost and expense,  at all times  during the Term:  (i)
maintain,  operate and repair the HVAC system  servicing the Leased Premises (to

                                       21
<PAGE>
the extent that  Lessee is  otherwise  obligated  to perform  such  maintenance,
operation  and  repair  pursuant  to this  Lease)  in a manner  consistent  with
preventing or minimizing the generation, growth, circulation, release or deposit
of any Contaminants;  (ii) maintain the humidity level and the air exchange rate
within the Leased Premises (to the extent that Lessee has control  thereof) at a
level  recommended to prevent or minimize the growth of any  Biologicals and the
circulation of any other  Contaminants;  (iii) maintain,  operate and repair the
Leased  Premises in such a manner to prevent or  minimize  the  accumulation  of
stagnant  water and  moisture  in  planters,  kitchen  appliances  and  vessels,
carpeting,  insulation,  water coolers and any other  locations  where  stagnant
water and moisture could accumulate;  and (iv) otherwise  maintain,  operate and
repair the Leased Premises to prevent the generation,  growth, deposit,  release
or circulation of any Contaminants. If any governmental entity alleges to Lessee
that health,  safety or welfare has been or could be  adversely  affected by any
such  Contaminants,  Lessee  shall ' notify  Lessor in  writing  within  one (1)
business day of the time the allegation is made. Lessor may then elect to engage
the services of an industrial  hygiene testing  laboratory (or  alternatively or
concurrently  require  Lessee to do the same) to determine  whether the cause of
any  alleged   adverse  health  effect  is  or  could  be  attributable  to  any
Contaminants present within the Leased Premises. Lessee shall be responsible for
all such testing costs and for any  consequential  damages and costs (including,
without limitation, any third-party claims, loss of rental, remediation, removal
and/or  abatement  costs,  and increases in insurance  premiums)  resulting from
Lessee's  failure  to comply in whole or in part with the terms of this  Section
12.7.  The  indemnity  set forth in Section  12.5 above  shall apply to Lessee's
failure to comply with any of the terms of this Section.

                            13. SERVICE AND EQUIPMENT

     13.1  Climate  Control.  Lessor shall  provide as part of  Operating  Costs
ventilating and air  conditioning  ("VAC") to the Leased Premises from 8:00 a.m.
to 6:00 p.m.,  Monday  through  Friday and 8:00 a.m. to 1:00 p.m.  Saturday (the
"Climate  Control Hours") provided that Lessor shall have no  responsibility  or
liability for failure to supply VAC service when making repairs,  alterations or
improvements  or when  prevented  from so doing by strikes  or any cause  beyond
Lessor's  reasonable control or as provided in Section 13.6. Any VAC provided to
the Leased Premises at Lessee's request after the Climate Control Hours shall be
at Lessee's sole cost and expense in accordance with rate schedules  promulgated
by Lessor from time to time.  Lessee  acknowledges  that Lessor has installed in
the Building a system for the purpose of climate control.  Initially, the use of
fans to  circulate  outside  air or in  conjunction  with  the  climate  control
equipment  outside of the Climate  Control Hours shall be charged at Twenty-Four
Dollars ($24) per hour for each additional fan, and the use of chillers  outside
of the  Climate  Control  Hours shall be charged at One  Hundred  Fifty  Dollars
($150) per hour,  each prorated among those lessees  requiring  such  additional
hours of climate  control.  Any use of the Leased  Premises  which  exceeds  the
Building  design load standards may require changes or alterations in the system
or ducts  through  which the climate  control  system  operates.  Any changes or
alterations  so  occasioned,  if such  changes can be  accommodated  by Lessor's
equipment,  shall be made by  Lessee at its cost and  expense  but only with the
written  consent  of  Lessor  first had and  obtained,  and in  accordance  with
drawings and  specifications  and by a contractor  first  approved in writing by
Lessor.  If Lessee's use of the Leased Premises exceeds the Building design load
standards,  such  excess use may  necessitate  the  re-balancing  of the climate
control  equipment  in the  Leased  Premises.  In such  event,  the same will be
performed  by Lessor  at  Lessee's  expense.  Any  charges  to be paid by Lessee
hereunder  shall be due  within  ten (10) days of  receipt  of an  invoice  from
Lessor,  which  invoice  may  precede  Lessor's  expenditure  for the benefit of
Lessee.

     13.2  Elevator  Service.  Subject to Section  13.6,  Lessor  shall  provide
reasonable  elevator  service (which may be with or without operator at Lessor's
option) on a twenty-four  (24) hour basis,  three hundred  sixty-five (365) days
per year.

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     13.3 Cleaning Public Areas. Lessor shall maintain and keep clean the street
level lobbies, sidewalks, truck dock, public corridors and other public portions
of the Building.

     13.4 Refuse  Disposal.  Lessee  shall pay  Lessor,  within ten (10) days of
being billed therefor, for the removal from the Leased Premises and the Building
of such refuse and rubbish of Lessee as shall exceed that ordinarily accumulated
daily in the routine of business office occupancy.

     13.5  Janitorial  Service.  Lessor shall  provide  cleaning and  janitorial
service in and about the Complex and Leased  Premises in accordance with Exhibit
H, attached hereto.

     To the extent that Lessee shall require cleaning and/or janitorial  service
in excess of that set forth in Exhibit H  (hereinafter  referred  to as "Special
Cleaning Service") Lessor may, upon reasonable advance notice from Lessee, elect
to furnish such Special Cleaning Service and Lessee agrees to pay Lessor, within
ten (10) days of being billed therefor, Lessor's reasonable charge for providing
such  additional  service.  If Lessor  does not elect to  provide  said  Special
Cleaning  Service,  Lessee  may  perform or provide  for said  Special  Cleaning
Service, at Lessee's sole cost and expense.

     13.6  Interruptions.  Lessor  does not  warrant  that  any of the  services
referred to above or any other services and/or utilities which Lessor may supply
or are supplied will be free from  interruption  and/or the need for maintenance
and  repairs  or  replacement.  Lessee  acknowledges  that any one or more  such
services  may be  suspended  or reduced  by reason of  repairs,  alterations  or
improvements necessary to be made, by strikes or accidents,  by any cause beyond
the  reasonable  control of Lessor,  or by orders or regulations of any federal,
state,  county  or  municipal  authority.  In  addition,  Lessor  shall  have no
liability for damages  arising  from,  and Lessor does not warrant that Lessee's
use of any Lines will be free from: (i) any  eavesdropping  or  wire-tapping  by
unauthorized  parties;  (ii)  any  failure  of any  Lines  to  satisfy  Lessee's
requirements;  or (iii)  any  shortages,  failures,  variations,  interruptions,
disconnections, loss or damage caused by installation, maintenance, replacement,
use or removal of Lines by or for other occupants of the Complex, by any failure
of the environmental  conditions or the power supply for the Building to conform
to any  requirements  for the  Lines or any  associated  equipment  or any other
problems associated with any Lines by any other cause.

     Any such  interruption  or  suspension  of services  shall not be deemed an
eviction or disturbance of Lessee's use and possession of the Leased Premises or
any part thereof, nor render Lessor liable to Lessee for damages by abatement of
Rent or otherwise,  nor relieve Lessee of  performance  of Lessee's  obligations
under this Lease.

     13.7 Electrical Service. Lessee, at its own cost and expense, shall install
a meter or check meter to monitor all  electricity  used by Lessee in the Leased
Premises.  Lessee shall pay all  electricity  charges  applicable  to the Leased
Premises.

     13.8 Building Upgrade Work.  Lessor has advised Lessee that Lessor may make
certain upgrades and improvements to the Common Areas and central systems of the
Complex ("Building Upgrade Work").  Lessee  acknowledges that the performance of
the  Building  Upgrade  Work may  result  in  noise,  dust and  other  temporary
inconveniences  or interruptions  to the conduct of normal business  activity in
the  Building.  Lessor will utilize  reasonable  measures to reduce noise levels
associated with the performance of the Building Upgrade Work; provided, however,
the Building Upgrade Work shall in no event  constitute a constructive  eviction
or serve as a basis for any abatement or reduction in rent.

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                                    14. WASTE

     14.1 Waste or Nuisance. Lessee shall not commit, or suffer to be committed,
any waste upon the Leased Premises, or any nuisance, or other act or thing which
may disturb the quiet  enjoyment  of any other lessee or occupant of the Complex
in which the Leased Premises are located.

                                 15. ALTERATIONS

     15.1 Consent of Lessor;  Ownership.  Lessee shall not make, or suffer to be
made, any  Alterations  to the Leased  Premises,  the Building,  or the Complex,
and/or Lines,  systems and facilities therein, or any part thereof,  without the
written  consent  of  Lessor  first  had  and  obtained.  Any  additions  to  or
Alterations of the Leased Premises  (except trade fixtures)  shall,  immediately
upon being made,  constitute  a part of the realty and  Lessor's  property,  and
shall, at the expiration or earlier  termination of this Lease,  remain upon the
Leased Premises without compensation to Lessee.  Attached hereto as Exhibit K is
a list of Tenant's  trade  fixtures.  Lessee  shall have the right to remove its
trade fixtures placed upon the Leased Premises provided that Lessee restores the
Leased  Premises  as  indicated  below.  Any and all costs  incurred  by Lessor,
whether in complying with laws,  governmental  requirements  or otherwise,  as a
result of any  Alterations,  or as a result of request  by Lessee for  increased
Lines or other utility  capacity above that presently  existing shall be paid by
Lessee within ten (10) days after demand therefor by Lessor.

     15.2  Lessee  Alterations.  Any  alterations,  additions,  improvements  or
installations  performed by Lessee (collectively  "Alteration" or "Alterations")
shall be subject to strict conformity with the following requirements:

          (a) All Alterations shall be at the sole cost and expense of Lessee;

          (b) Prior to  commencement  of any work of  Alteration,  Lessee  shall
submit   detailed  plans  and   specifications,   including   working   drawings
(hereinafter referred to as "Plans"),  of the proposed Alterations,  which shall
be subject to the consent of Lessor in accordance with the terms of Section 15.1
above;

          (c)  Following  approval  of the Plans by  Lessor,  Lessee  shall give
Lessor at least ten (10) days' prior written notice of  commencement  of work in
the Leased Premises so that Lessor may post notices of  non-responsibility in or
upon the Leased Premises as provided by law;

          (d) No Alterations shall be commenced without Lessee having previously
obtained all appropriate  permits and approvals  required by and of governmental
agencies;

          (e) All  Alterations  shall be performed in a skillful and workmanlike
manner,  consistent  with the  Building  Standards  set forth as  Exhibit G, and
pursued  with  diligence in  accordance  with the Plans  previously  approved by
Lessor and in full accord with all applicable laws and ordinances. All material,
equipment,  and articles  incorporated  in the  Alterations are to be new and of
recent  manufacture  and of the most  suitable  grade for the purpose  intended.
Lessee's  contractor shall maintain all of the insurance  reasonably required by
Lessor, including,  without limitation,  commercial general liability,  workers'
compensation, builder's risk and course of construction insurance. The limits of
such insurance shall be the same as those specified in Article 18;

          (f) Lessee  must  obtain the prior  written  approval  from Lessor for
Lessee's contractor before the commencement of the work. Lessor may require that
Lessee use  subcontractors  designated by Lessor as to specified portions of the
work;

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<PAGE>
          (g) As a condition of approval of the Alterations,  Lessor may require
performance  and  labor  and  materialmen's  payment  bonds  issued  by a surety
approved by Lessor,  in a sum equal to the cost of the  Alterations  guarantying
the completion of the Alterations  free and clear of all liens and other charges
in accordance with the Plans. Such bonds shall name Lessor as beneficiary;

          (h) The Alterations  must be performed in a manner such that they will
not interfere with the quiet enjoyment of the other lessees in the Complex;

          (i)  Lessor  shall have the right to  condition  any  approval  of the
Alterations  upon (i) submission by Lessee of a Report with respect to Hazardous
Materials, and/or (ii) the performance by Lessee at Lessee's cost and expense of
such investigation, clean-up and remediation with respect to Hazardous Materials
as Lessor may  request,  in Lessor's  sole and  absolute  discretion;  provided,
however, that Lessor shall have the right, but not the obligation,  to undertake
all or any portion of such  investigation,  clean-up or  remediation at Lessee's
cost and expense in accordance  with the  provisions of Section  12.3(e)  above.
Lessee acknowledges and agrees that Lessor shall have the right, in its sole and
absolute discretion, to disapprove the making of any such Alterations based upon
the results of any investigation  with respect to Hazardous  Materials,  and the
impact of such Alterations on the presence of Hazardous Materials.

     15.3 Liens.  Lessee shall keep the Leased Premises and the Complex in which
the Leased  Premises  are situated  free from any liens  arising out of any work
performed, materials furnished or obligations incurred by Lessee. In the event a
mechanic's or other lien is filed against the Leased  Premises or the Complex of
which the Leased  Premises  form a part as a result of a claim  arising  through
Lessee,  Lessor  may  demand  that  Lessee  furnish  to  Lessor  a  surety  bond
satisfactory  to Lessor in an amount equal to at least one hundred fifty percent
(150%) of the amount of the contested lien claim or demand,  indemnifying Lessor
against  liability  for the same and holding the Leased  Premises  free from the
effect  of such lien or claim.  Such  bond must be posted  within  ten (10) days
following  notice from  Lessor.  In addition,  Lessor may require  Lessee to pay
Lessor's  attorneys' fees and costs in  participating in any action to foreclose
such lien if Lessor shall decide it is to its best interest to do so. Lessor may
pay the claim prior to the  enforcement  thereof,  in which event  Lessee  shall
reimburse Lessor in full,  including  attorneys' fees, for any such expense,  as
additional rent, with the next due rental.

     15.4 Restoration.  Lessee shall, at Lessee's sole cost and expense,  return
the Leased  Premises to Lessor at the expiration or earlier  termination of this
Lease in good and  sanitary  order,  condition  and  repair,  free of rubble and
debris,  broom clean,  reasonable  wear and tear excepted.  In addition,  within
thirty  (30) days after  request of Lessee,  Lessor  shall  notify  Lessee as to
whether Lessor considers any such Alterations to be specialized and non-reusable
areas,  such as classrooms,  manufacturing  areas and storage racks, and whether
Lessor desires such  specialized and  non-reusable  areas of the Leased Premises
restored to its condition prior to the making of such permitted Alterations.  In
the event Lessor requires  restoration,  Lessor shall, at least three (3) months
prior to Lease  expiration,  provide  Lessee with an estimate of the costs to so
restore  the Leased  Premises  ("Restoration  Costs")  and  Lessee  shall pay to
Lessor,  as additional Rent, the entire amount of the Restoration Costs no later
than ten (10) days prior to Lease expiration.  The foregoing  restoration of the
Leased Premises shall be performed after the Lease expiration. All damage to the
Leased  Premises caused by the removal of such trade fixtures and other personal
property that Lessee is permitted to remove under the terms of this Lease and/or
such restoration  shall be repaired by Lessee at its sole cost and expense prior
to termination.  Lessee's obligations under this Section 15.4 shall apply to the
parking  garage,  roof and other areas of the Complex  impacted by Lessee's  use
and/or occupancy of the Complex or any part thereof.

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<PAGE>
                             16. PROPERTY INSURANCE

     16.1 Lessor's Insurance. Lessor shall, to the extent available, procure and
maintain at all times during the Term an "All Risk" or "Special  Form" policy or
policies of insurance covering loss or damage to the Building and the Complex in
an amount sufficient to exceed minimum  coinsurance  requirements of such policy
(exclusive of Lessee's trade  fixtures,  inventory,  personal  property,  Tenant
Improvements and equipment),  providing  protection  against all perils included
within the classification of fire and extended coverage,  vandalism coverage and
malicious  mischief,  sprinkler  leakage,  water  damage,  and special  extended
coverage on  Building.  Additionally,  Lessor may (but shall not be required to)
carry: (i) bodily injury and property damage  liability  insurance and/or excess
liability coverage insurance;  (ii) earthquake and/or flood damage insurance; or
(iii) rental income  insurance at Its election or if required by its lender from
time to time  during  the  Term;  or (iv) any other  insurance  as Lessor or its
lender  reasonably  deem  appropriate,  in such  amounts and with such limits as
Lessor or its lender may deem appropriate. The costs of all such insurance shall
be included in Operating Costs.

     16.2  Use of  Premises.  No use  shall be made or  permitted  to be made by
Lessee on the Leased  Premises,  nor acts done, which will increase the existing
rate of insurance upon the Building in which the Leased  Premises are located or
upon any other Building the Complex or cause the  cancellation  of any insurance
policy  covering the Building,  or any part  thereof,  nor shall Lessee sell, or
permit to be kept,  used or sold, in or about the Leased  Premises,  any article
which may be  prohibited  by the  standard  form of "All  Risk"  fire  insurance
policies.  Lessee shall,  at its sole cost and expense,  comply with any and all
requirements pertaining to the Leased Premises, of any insurance organization or
company,  necessary  for the  maintenance  of  reasonable  property  damage  and
commercial  general  liability  insurance,  covering  the Leased  Premises,  the
Building, or the Complex.

     16.3 Increase in Premiums.  Lessee  agrees to pay to Lessor,  as additional
Rent, any increase in premiums on policies which may be carried by Lessor on the
Leased  Premises,  the Building or the Complex,  or any blanket  policies  which
include the Building or Complex, covering damage thereto and loss of Rent caused
by fire and  other  perils  above the  rates  for the  least  hazardous  type of
occupancy for office use.  Lessee  further  agrees to pay Lessor,  as additional
Rent,  any  increases  in such  premiums  resulting  from the nature of Lessee's
occupancy or any act or omission of Lessee.  All payments of additional  Rent by
Lessee to Lessor  pursuant  to this  Section  16.3 shall be made within ten (10)
days after receipt by Lessee of Lessor's billing therefor.

     16.4 Personal Property  Insurance.  Lessee shall maintain in full force and
effect on all of its fixtures, furniture,  equipment and other business personal
property  in the  Leased  Premises  a policy or  policies  providing  protection
against any peril included within the classification "All Risk" to the extent of
at least ninety percent (90%) of their  replacement  cost, or that percentage of
the replacement  cost required to negate the effect of a coinsurance  provision,
whichever is greater. No such policy shall have a deductible in a greater amount
than One Thousand Dollars ($1,000).  Lessee shall also insure in the same manner
the physical value of all its Tenant  Improvements and Alterations in the Leased
Premises  including the Lessee's  Work.  During the Term,  the proceeds from any
such policy or policies of insurance shall be used for the repair or replacement
of the fixtures,  equipment,  and Tenant  Improvements so insured.  Lessor shall
have no interest in said  insurance,  and will sign all  documents  necessary or
proper in connection with the settlement of any claim or loss by .Lessee. Lessee
shall also maintain insurance for all plate glass upon the Leased Premises.  All
insurance  specified in this Section  16.4 to be  maintained  by Lessee shall be
maintained by Lessee at its sole cost.

              17 INDEMNIFICATION, WAIVER OF CLAIMS AND SUBROGATION

     17.1 Waiver of Subrogation. Lessor and Lessee release each other, and their
respective authorized representatives,  from any claims for damage to the Leased
Premises and the Building and other  improvements  in which the Leased  Premises
are  located,  and to the  furniture,  fixtures,  and  other  business  personal
property,  Lessee's  improvements and Alterations of either Lessor or Lessee, in

                                       26
<PAGE>
or on the Leased  Premises and the Building and other  improvements in which the
Leased  Premises are located,  including  loss of income,  that are caused by or
result  from  risks  insured  or  required  under the terms of this  Lease to be
insured against under any property  insurance  policies carried or to be carried
by either of the parties.

     17.2 Form of Policy.  Each party  shall  cause each such  insurance  policy
obtained  by it to  provide  that the  insurance  company  waives  all rights of
recovery by way of  subrogation  against  either  party in  connection  with any
damage  covered by such policy.  Neither  party shall be liable to the other for
any damage caused by any peril  included  within the  classification  "All Risk"
which is insured against under any property  insurance  policy carried under the
terms of this Lease.

     17.3  Indemnity.  Lessee,  as a material  part of the  consideration  to be
rendered to Lessor,  shall indemnify,  defend,  protect and hold harmless Lessor
against all actions, claims, demands, damages,  liabilities,  losses, penalties,
or  expenses  of any kind which may be brought or imposed  upon  Lessor or which
Lessor may pay or incur by reason of injury to person or property  or  business,
from whatever  cause,  all or in any way connected with the acts ' and omissions
of Lessee, and the condition or use of the Leased Premises,  or the improvements
or  personal  property  therein or thereon,  including  without  limitation  any
liability or injury to the person or property or business of Lessee, its agents,
officers,  employees or invitees. Lessee agrees to indemnify, defend and protect
Lessor and hold it harmless from any and all liability, loss, cost or obligation
on account  of, or arising out of, any such  injury or loss  however  occurring,
including  breach of the  provisions  of this  Lease and the  negligence  of the
parties  hereto.  Nothing  contained  herein shall obligate  Lessee to indemnify
Lessor  against its own  negligence  or willful  acts,  for which  Lessor  shall
indemnify Lessee.

     17.4  Defense of Claims.  In the event any action,  suit or  proceeding  is
brought against Lessor by reason of any such occurrence,  Lessee,  upon Lessor's
request,  will at  Lessee's  expense  resist and  defend  such  action,  suit or
proceeding,  or cause the same to be resisted and defended by counsel designated
either by Lessee or by the insurer  whose policy  covers the  occurrence  and in
either case  approved by Lessor.  The  obligations  of Lessee under this Section
arising by reason of any  occurrence  taking place during the Term shall survive
any termination of this Lease.

     17.5 Waiver of Claims.  Lessee,  as a material part of the consideration to
be rendered to Lessor,  hereby waives all claims  against  Lessor for damages or
injury, as described below, from any cause arising at any time, including breach
of the provisions of this Lease and the negligence of the parties hereto:

          (a) damages to goods, wares, merchandise and loss of business in, upon
or about the Leased Premises; and

          (b) (notwithstanding anything to the contrary contained in this Lease,
including, without limitation, the definition of Operating Costs in Section 2.1,
which includes  "policing")  damages to goods,  wares,  merchandise  and loss of
business,  in, upon or about the Leased  Premises or the Complex,  and injury to
Lessee,  its agents,  employees  invitees or third persons in, upon or about the
Leased  Premises  or the  Complex,  where  such  damage or injury  results  from
Lessor's  failure  to police or provide  security  for the  Complex or  Lessor's
negligence in connection therewith.

     Lessee  expressly  acknowledges  and agrees that the  provisions of Section
12.5(b)  above apply fully with respect to the matters  waived  pursuant to this
Section 17.5,  and, for such  purpose,  the term  Released  Matters,  as used in
Section 12.5(b),  shall be deemed to include the matters waived pursuant to this
Section 17.5.

                                       27
<PAGE>
     17.6 References. Wherever in this Article the term Lessor or Lessee is used
and such  party is to  receive  the  benefit of a  provision  contained  in this
Article,  such term shall refer not only to that party but also to its officers,
directors, shareholders, employees, contractors, partners, agents and mortgagees
or other lien holders.

                             18. LIABILITY INSURANCE

     18.1 Lessee's Insurance. Lessee shall, at Lessee's expense, obtain and keep
in force  during the Term,  a  commercial  general  liability  insurance  policy
insuring  Lessee  against  the risks of,  bodily  injury  and  property  damage,
personal  injury,   contractual   liability,   completed  operations,   products
liability,  host liquor  liability,  owned and  non-owned  automobile  liability
arising  out of the  ownership,  use,  occupancy  or  maintenance  of the Leased
Premises and all areas appurtenant  thereto.  Such insurance shall be a combined
single limit policy in an amount not less than One Million Dollars  ($1,000,000)
per occurrence with a Two Million Dollar ($2,000,000)  annual aggregate;  and an
umbrella  policy of Three Million Dollars  ($3,000,000)  for any one occurrence.
Lessor and any lender or other party in interest  designated  by Lessor shall be
named as  additional  insured(s).  The  policy  shall  contain  cross  liability
endorsements and shall insure performance by Lessee of the indemnity  provisions
of this Lease;  shall be primary,  not  contributing  with, and not in excess of
coverage which Lessor may carry; shall state that Lessor is entitled to recovery
for the  negligence  of Lessee  even  though  Lessor  is named as an  additional
insured;  shall provide for severability of interest;  shall provide that an act
or  omission of one of the insured or  additional  insureds  which would void or
otherwise  reduce  coverage  shall not void or reduce  coverages as to the other
insured or  additional  insured;  and shall afford  coverage  after the Term (by
separate  policy  or  extension  if  necessary)  for all  claims  based on acts,
omissions,  injury  or  damage  which  occurred  or arose (or the onset of which
occurred  or arose) in whole or in part  during  the  Term.  The  limits of said
insurance shall not limit any liability of Lessee hereunder. Not more frequently
than every three (3) years, if, in the reasonable  opinion of Lessor, the amount
of liability insurance required hereunder is not adequate, Lessee shall promptly
increase said insurance coverage as required by Lessor.

     18.2  Workers'   Compensation   Insurance.   Lessee  shall  carry  Workers'
Compensation  insurance as required by law,  including an  employers'  liability
endorsement.

     18.3 Rent Loss/Business  Interruption Insurance.  Lessee shall carry Rental
Loss/Business   Interruption   insurance   covering   rental  loss  or  business
interruptions  resulting  from those  risks  referred  to in Section  18.1 in an
amount  equal to all Rent  payable  under this Lease for a period of twelve (12)
months at the then current rate of charges.

                        19. INSURANCE POLICY REQUIREMENTS

     19.1 General Requirements. All insurance policies required to be carried by
Lessee (except Lessee's business personal  property  insurance)  hereunder shall
conform to the following requirements:

          (a) The  insurer in each case  shall  carry a  designation  in "Best's
Insurance  Reports" as issued from time to time  throughout the Term as follows:
policyholders' rating of A; financial rating of not less than VII;

          (b) The  insurer  shall be  qualified  to do  business in the state in
which the Leased Premises are located;

          (c) The policy shall be in a form and include such endorsements as are
acceptable to Lessor;

          (d)  Certificates  of  insurance  shall  be  delivered  to  Lessor  at
commencement  of the Term and  certificates of renewal at least thirty (30) days
prior to the expiration of each policy;

          (e) Each policy  shall  require  that Lessor be notified in writing by
the insurer at least thirty (30) days prior to any cancellation or expiration of
such policy, or any reduction in the amounts of insurance carried.

                          20. LESSEE INSURANCE DEFAULT

     20.1  Rights  of  Lessor.  In the event  that  Lessee  falls to obtain  any
insurance  required  of it under the terms of this  Lease,  Lessor  may,  at its
option,  but is not obligated to, obtain such  insurance on behalf of Lessee and
bill Lessee,  as additional  rent,  for the cost  thereof.  Payment shall be due
within ten (10) days of receipt of the billing therefor by Lessee.

                                       28
<PAGE>
                  21. FORFEITURE OF PROPERTY AND LESSOR'S LIEN

     21.1  Removal of Personal  Property.  Lessee  agrees that as of the date of
termination of this Lease or repossession  of the Leased Premises by Lessor,  by
way of default or otherwise,  it shall remove all personal  property to which it
has the right to ownership pursuant to the terms of this Lease. Any and all such
property  of Lessee  not  removed by such date  shall,  at the option of Lessor,
irrevocably  become the sole  property  of Lessor.  Lessee  waives all rights to
notice and all common law and statutory claims and causes of action which it may
have against Lessor subsequent to such date as regards the storage, destruction,
damage, loss of use and ownership of the personal property affected by the terms
of this Article.  Lessee acknowledges Lessor's need to relet the Leased Premises
upon  termination  of this  Lease or  repossession  of the Leased  Premises  and
understands  that the forfeitures  and waivers  provided herein are necessary to
aid said  reletting,  and to prevent  Lessor  incurring a loss for  inability to
deliver the Leased Premises to a prospective lessee.

                           22. MAINTENANCE AND REPAIRS

     22.1 Lessor's  Obligations.  Subject to the other  provisions of this Lease
imposing obligations in this respect upon Lessee,  Lessor shall repair,  replace
and maintain in  commercially  reasonable  condition the external and Structural
parts of the Complex which do not comprise a part of the Leased Premises and are
not leased to others, janitor and equipment closets and shafts within the Leased
Premises designated by Lessor for use by it in connection with the operation and
maintenance  of the Complex,  and all Common  Areas.  Lessor shall  maintain and
repair equipment,  Lines, facilities or systems of the Building or Complex which
are outside of the Leased Premises or which do not exclusively  serve the Leased
Premises.  Lessor shall perform such repairs,  replacements and maintenance with
reasonable  dispatch,  in a good and workmanlike manner; but Lessor shall not be
liable for any damages,  direct,  indirect or consequential,  or for damages for
personal discomfort,  illness or inconvenience of Lessee by reason of failure of
equipment,  Lines, facilities or systems or reasonable delays in the performance
of such repairs,  replacements and maintenance,  unless caused by the negligence
of Lessor,  its  servants,  agents,  or  employees.  The cost for such  repairs,
maintenance and  replacement  shall be included in Operating Costs in accordance
with Section 2.1 hereof.

     22.2  Negligence of Lessee.  If the Building,  the  elevators,  escalators,
boilers,  engines, pipes or apparatus used for the purpose of climate control of
the Building or operating the elevators,  or escalators,  or if the water pipes,
drainage pipes,  electric  lighting or other  equipment,  Lines,  systems and/or
facilities  of the Building or the Complex,  or the roof or the outside walls of
the  Building,  fall into a state of  disrepair  or become  damaged or destroyed
through the negligence,  carelessness or misuse of Lessee, its agents, employees
or anyone  permitted by it to be in the  Complex,  or through it in any way, the
cost of the necessary  repairs,  replacements  or Alterations  shall be borne by
Lessee who shall pay the same to Lessor as  additional  charges  within ten (10)
days of demand by Lessor.

     22.3  Lessee's  Obligations.  Lessee  shall  repair  the  Leased  Premises,
including  without  limiting  the  generality  of the  foregoing,  all  interior
partitions and walls,  fixtures,  Leasehold  Improvements and Alterations in the
Leased Premises and all electrical and telephone outlets and conduits,  fixtures
and shelving, and special mechanical and electrical equipment which equipment is
not a normal part of the Leased Premises installed by or for Lessee,  reasonable
wear and tear,  damage with respect to which Lessor has an  obligation to repair
as provided  in Section  22.1 and Section  23.2 hereof only  excepted.  Prior to
commencement  of any  repairs,  Lessee shall give Lessor at least ten (10) days'
prior   written   notice   thereof   so  that   Lessor   may  post   notices  of
non-responsibility  in or upon the Leased  Premises as  provided by law.  Lessee
must  obtain the prior  written  approval  from Lessor for  Lessee's  contractor
before the  commencement  of the repair.  Lessor may  require  that Lessee use a
specific contractor for certain types of repairs.  Lessor may enter and view the
state  of  repair  and  Lessee  will  repair  in a good and  workmanlike  manner

                                       29
<PAGE>
according to notice in writing.  Notwithstanding the foregoing, Lessee shall not
make any repairs to the equipment,  Lines, facilities or systems of the Building
or Complex which are outside of the Leased  Premises or which do not exclusively
serve the Leased Premises.

     22.4  Cleaning.  Lessee agrees at the end of each business day to leave the
Leased  Premises  in a  reasonably  clean  condition  for  the  purpose  of  the
performance  of Lessor's  cleaning  services  referred to herein.  Lessee  shall
maintain the appearance of the Leased  Premises in a manner  consistent with the
character,  use and  appearance  of the Complex.  Lessor  shall follow  Lessee's
security guidelines with respect to janitorial services, or, at Lessor's option,
Lessor shall require Lessee to be responsible for its own janitorial service.

     22.5 Waiver. Lessee waives all rights it may have under law to make repairs
at Lessor's expense.

     22.6 Acceptance.  Except as to the  construction  obligations of Lessor for
the  Lessor's  Work,  if any,  stated in Exhibit D to this Lease,  Lessee  shall
accept the Leased  Premises in "as is"  condition as of the date of execution of
this Lease by Lessee,  and Lessee  acknowledges that the Leased Premises in such
condition  are  in  good  and  sanitary  order,  condition  and  repair.  Lessee
acknowledges   that  generally  there  shall  be  no  floor/ceiling   coring  or
penetrations  due to the  post  tension  floor  slab  structural  system  of the
Building.   However,  Lessor  agrees  that  Lessee  may  undertake  corings  for
installation  of its vault  subject to prior  written  approval by Lessor of the
location, size and type of corings.

                                 23. DESTRUCTION

     23.1 Rights of Termination. In the event the Leased Premises suffers (a) an
Uninsured  Property Loss (as  hereinafter  defined) or (b) a property loss which
cannot  be  repaired  within  one  hundred  twenty  (120)  days from the date of
destruction  under  the  laws and  regulations  of  state,  federal,  county  or
municipal  authorities,  or other  authorities  with  jurisdiction,  Lessor  may
terminate  this Lease as at the date of the damage upon written notice to Lessee
following the property  loss.  For purposes of this Lease,  the term  "Uninsured
Property  Loss"  shall  mean any loss  arising  from a peril not  covered by the
standard form of an "All Risk" or "Special Form" property insurance policy.

     23.2 Repairs.  In the event of a property loss which may be repaired within
one  hundred  twenty  (120)  days  from  the  date  of the  damage,  or,  in the
alternative,  in the event Lessor does not elect to  terminate  this Lease under
the terms of Section  23.1 above,  then this Lease shall  continue in full force
and  effect  and  Lessor  shall  forthwith  undertake  to make such  repairs  to
reconstitute  the Leased  Premises to as near the  condition as existed prior to
the property loss as practicable but not including any  construction  originally
performed by Lessee  (including  Lessee's  Work) or  subsequently  undertaken by
Lessee,  but shall include  solely  property  constructed  by Lessor  (including
Lessor's Work) prior to the commencement of the Term.  Notwithstanding  anything
to the contrary  contained  herein, in the event of a property loss which is not
repaired  by Lessor  within two  hundred ten (210) days from the date of damage,
Lessee should have the right to terminate this Lease by written notice to Lessor
within thirty (30) days after the aforesaid 210-day period but in no event later
than Lessor's  completion of repairs.  Such partial  destruction shall in no way
annul or void this Lease except that Lessee shall be entitled to a proportionate
reduction of Minimum  Rent  following  the property  loss and until the time the
Leased  Premises are restored.  Such reduction  shall be pro rata based upon the
number of usable  square feet of the Leased  Premises  damaged and not occupied.
Lessor's  obligations  to  restore  shall  in no way  include  any  construction
originally  performed by Lessee or subsequently  undertaken by Lessee, but shall
include solely that property  constructed by Lessor prior to commencement of the
Term,

                                       30
<PAGE>
     23.3 Repair Costs.  The cost of any repairs to be made by Lessor,  pursuant
to  Section  23.2 of this  Lease,  shall be paid by Lessor  utilizing  available
insurance proceeds. Lessee shall reimburse Lessor upon completion of the repairs
for any  deductible  for which no  insurance  proceeds  will be  obtained  under
Lessor's  insurance policy to the extent such deductible is not reimbursed as an
Operating  Cost, or if other premises are also repaired,  a pro rata share based
on total costs of repair equitably  apportioned to the Leased  Premises.  Lessee
shall,  however,  not be  responsible  to pay any deductible or its share of any
deductible  to the  extent  that  Lessee's  payment  would be in  excess  of Ten
Thousand Dollars  ($10,000) if Lessee's consent has not been received by Lessor,
unless  such  denial of  consent  by Lessee is  unreasonable  in the  reasonable
judgment of Lessor's insurance consultant.

     23.4 Waiver.  Lessee  hereby  waives all  statutory or common law rights of
termination in respect to any partial  destruction or property loss which Lessor
is obligated  to repair or may elect to repair under the terms of this  Article.
Further,  in event of a property loss occurring during the last two (2) years of
the original  Term hereof or of any  extension,  Lessor need not  undertake  any
repairs and may cancel this Lease unless Lessee has the right under the terms of
this  Lease to extend  the Term for an  additional  period of at least  five (5)
years and does so within thirty (30) days of the date of the property loss.

     23.5 Lessor's Election.  In the event that the Complex or Building in which
the Leased Premises are situated be destroyed to the extent of not less than (i)
thirty-three and one-third  percent (33-1/3%) of the replacement cost thereof in
the event of an insured  property loss, or (ii) more than Five Hundred  Thousand
Dollars ($500,000) in replacement construction costs in the case of an Uninsured
Property  Loss,  Lessor may elect to  terminate  this Lease,  whether the Leased
Premises be injured or not, in the same manner as in Section 23.1 above.  At all
events,  a total  destruction of the Complex of which the Leased Premises form a
part, or the Leased Premises itself, shall terminate this Lease.

                                24. CONDEMNATION

     24.1 Definitions.

          (a) "Condemnation"  means (i) the exercise of any governmental  power,
whether by legal  proceedings  or otherwise,  by a Condemnor (as defined  below)
and/or (ii) a voluntary  sale or  transfer  by Lessor to any  Condemnor,  either
under threat of condemnation or while legal  proceedings  for  condemnation  are
pending.

          (b) "Date of  Taking"  means the date the  Condemnor  has the right to
possession of the property being condemned.

          (c) "Award" means all compensation, sums or anything of value awarded,
paid or received on a total or partial Condemnation.

          (d) "Condemnor" means any public or quasi-public authority, or private
corporation or individual, having the power of Condemnation.

     24.2  Total   Taking.   If  the  Leased   Premises  are  totally  taken  by
Condemnation, this Lease shall terminate on the Date of Taking.

     24.3 Partial Taking; Common Areas.

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<PAGE>
          (a) If any portion of the Leased  Premises  is taken by  Condemnation,
this Lease shall  remain in effect,  except  that Lessee can elect to  terminate
this Lease if thirty-three and one-third  percent (33-1/3%) or more of the total
number of square feet in the Leased Premises is taken.

          (b) If any  part of the  Common  Areas  of the  Complex  is  taken  by
Condemnation and as a consequence thereof, the Complex is not in compliance with
applicable  governmental  codes and  requirements,  then  Lessor  shall have the
election to terminate this Lease pursuant to this Section.

          (c) If fifty percent (50%) or more of the Building in which the Leased
Premises are located is taken,  Lessor shall have the election to terminate this
Lease in the manner prescribed herein.

     24.4  Termination  or Abatement.  If either party elects to terminate  this
Lease under the provisions of Section 24.3 (such party is  hereinafter  referred
to as the "Terminating  Party"), it must terminate by giving notice to the other
party (the "Nonterminating  Party") within thirty (30) days after the nature and
extent of the taking have been finally determined (the "Decision  Period").  The
Terminating  Party  shall  notify  the  Nonterminating  Party  of  the  date  of
termination,  which  date  shall not be  earlier  than sixty (60) days after the
Terminating  Party has  notified  the  Nonterminating  Party of its  election to
terminate  nor later than the Date of Taking.  If Notice of  Termination  is not
given within the  Decision  Period,  the Lease shall  continue in full force and
effect  except that  Minimum Rent shall be reduced by  subtracting  therefrom an
amount  calculated by multiplying the Minimum Rent in effect prior to the taking
by a fraction the numerator of which is the number of square feet taken from the
Leased Premises and the denominator of which is the number of square feet in the
Leased Premises prior to the taking.

     24.5  Restoration.  If there is a partial taking of the Leased Premises and
this Lease remains in full force and effect pursuant to this Article, Lessor, at
its cost, shall accomplish all necessary restoration so that the Leased Premises
is returned as near as practical to its condition  immediately prior to the date
of the taking, but in no event shall Lessor be obligated to expend more for such
restoration than the extent of funds actually paid to Lessor by the Condemnor.

     24.6 Award.  Any award  arising  from the  Condemnation  or the  settlement
thereof  shall belong to and be paid to Lessor  except that Lessee shall receive
from the award  compensation  for the following if specified in the award by the
Condemnor,  so long as it does not reduce  Lessor's award in respect of the real
property:  Lessee's trade fixtures, tangible personal property, loss of business
and relocation expenses.  At all events,  Lessor shall be solely entitled to all
award  in  respect  of the  real  property,  including  the  bonus  value of the
leasehold.  Lessee  shall not be entitled to any award until Lessor has received
the above sum in full.

                          25. ASSIGNMENT AND SUBLETTING

     25.1 Lease is Personal. The purpose of this Lease is to transfer possession
of the Leased Premises to Lessee for Lessee's personal use in return for certain
benefits,  including  rent, to be transferred  to the Lessor.  Lessee's right to
assign or sublet as stated in this Article is subsidiary  and  incidental to the
underlying  purpose of this Lease.  Lessee  acknowledges  and agrees that it has
entered  into this Lease in order to acquire  the  Leased  Premises  for its own
personal  use and not for the  purpose  of  obtaining  the right to  convey  the
leasehold to others.

     25.2 "Transfer of the Leased Premises" Defined.  The terms "Transfer of the
Leased  Premises" or "Transfer"  as used herein shall include any  assignment of
all or any  part of this  Lease  (including  assignment  by  operation  of law),
subletting of all or any part of the Leased  Premises or transfer of possession,
or granting of the right of possession or contingent  right of possession of all

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<PAGE>
or any portion of the Leased Premises including,  without  limitation,  license,
concession,  mortgage,  devise,  hypothecation,  agency, franchise or management
agreement,  or  suffering  any other  person (the agents and  servants of Lessee
excepted) to occupy or use the Leased Premises or any portion thereof. If Lessee
is  a  corporation  which  is  not  deemed  a  public  corporation,   or  is  an
unincorporated  association or partnership,  or Lessee consists of more than one
party,  the transfer,  assignment or  hypothecation  of any stock or interest in
such  corporation,  association,  partnership  or  ownership  interest,  in  the
aggregate in excess of twenty-five  percent (25%), shall be deemed a Transfer of
the Leased Premises. Lessor acknowledges that Lessee is a public corporation and
is not subject to the preceding sentence.

     25.3 No Transfer Without Consent. Lessee shall not suffer a Transfer of the
Leased Premises or any interest  therein,  or any part thereof,  or any right or
privilege appurtenant thereto without the prior written consent of Lessor, and a
consent  to one  Transfer  of the  Leased  Premises  shall not be deemed to be a
consent to any subsequent  Transfer of the Leased Premises.  Any Transfer of the
Leased Premises  without such consent shall (i) be voidable,  and (ii) terminate
this Lease, in either case, at the option of Lessor.

     25.4 When Consent Granted.

          (a) The  consent  of  Lessor  to a  Transfer  may not be  unreasonably
withheld, provided that it is agreed to be reasonable for Lessor to consider any
of the following reasons, which list is not exclusive, in electing to consent or
to deny consent:

               (i) Financial strength of the proposed Transferee is not at least
equal to that of Lessee at the time of execution of this Lease;

               (ii)  A  proposed  Transferee  which  is in  good  standing  with
regulatory agencies.

               (iii) A proposed Transferee whose impact on the common facilities
or the other occupants of the Complex would be  disadvantageous to the operation
and  management of the Complex  including  increasing  the cost of operation and
management;

               (iv) A proposed Transferee whose use presents a risk of violation
of Article 12;

               (v)  A  proposed   Transferee  whose  occupancy  will  require  a
variation  in the terms of this  Lease  (for  example,  a  variation  in the use
clause);

               (vi) That there be no uncured  notices of default under the terms
of this Lease; or

               (vii) A proposed  Transferee  who is or is likely to be, or whose
business is or is likely to be, subject to compliance  with  additional  laws or
other  governmental  requirements  beyond  those to  which  Lessee  or  Lessee's
business is subject.

          (b)  Notwithstanding  the  foregoing,  Lessee  shall  have the  right,
without  the  consent of Lessor,  but upon prior  written  notice to Lessor,  to
assign this Lease to a company  incorporated  or to be  incorporated  by Lessee,
provided  that  Lessee  owns  or  beneficially   controls  all  the  issued  and
outstanding shares of capital stock of the company;  further provided,  however,
that in the event that at any time following such  assignment,  Lessee wishes to
sell, mortgage,  devise,  hypothecate or in any other manner whatsoever transfer
any portion of the ownership or beneficial control of the issued and outstanding
shares in the capital stock of such company, such transaction shall be deemed to
constitute  a Transfer  and shall be subject  to all of the  provisions  of this
Article 25 with  respect to a Transfer  of the  Leased  Premises  including,  by
specific reference, the provisions of Section 25.8.

                                       33
<PAGE>
     25.5 Procedure for Obtaining Consent.

          (a) Lessor need not commence its review of any proposed  Transfer,  or
respond to any request by Lessee with  respect to such,  unless and until it has
received from Lessee adequate descriptive information concerning the Transferee,
the business to be  conducted  by the  Transferee,  the  Transferee's  financial
capacity,  and such other  information as may reasonably be required in order to
form a  prudent  judgment  as to the  acceptability  of the  proposed  Transfer,
including, without limitation, the following:

               (i)  Reasonable  financial  information  concerning  the proposed
Transferee  including  the past two years'  audited  annual  Balance  Sheets and
Profit and Loss statements certified correct by a Certified Public Accountant;

               (ii) Banking references of the proposed Transferee;

               (iii) A resume of the business  background  and experience of the
proposed Transferee;

               (iv) At  least  five (5)  business  references  for the  proposed
Transferee;

               (v) An executed copy of the  instrument by which Lessee  proposes
to effectuate the Transfer;

               (vi) A certified  statement,  including the  calculation,  of the
amount  of  unamortized  cost of  Lessee's  Tenant  Improvements  to the  Leased
Premises.

          (b) Lessee  shall  reimburse  Lessor as  additional  rent for Lessor's
reasonable costs and attorneys' fees incurred in conjunction with the processing
and  documentation of any proposed  Transfer of the Leased Premises,  whether or
not consent is granted.

     25.6 Recapture.

          (a) Except as provided in Section 25.6(c), by written notice to Lessee
(the "Termination Notice") within twenty (20) business days following submission
to Lessor by Lessee of the information  specified in Section 25.5,  Lessor:  (i)
may  terminate  this Lease in the event of an assignment of this Lease or sublet
of the entire Leased Premises;  or (ii) if such proposed  subletting will result
in more than fifty percent (50%) of the entire Leased  Premises being sublet (in
the aggregate  with any previous  subleases),  terminate this Lease as to all or
any  portion of the Leased  Premises.  Any  termination  pursuant to clause (ii)
above  shall be  subject  to the  rights of any  sublessees  under any  existing
subleases provided Lessor has previously consented to the sublease in accordance
with the terms of this Lease. In the event Lessor elects to terminate this Lease
as to that  portion of the Leased  Premises to be sublet,  an  amendment to this
Lease  shall be  executed  whereby  the  description  of the Leased  Premises is
restated  and  Lessee's  obligations  for rent and other  charges are reduced in
proportion  to the  reduction  in Rentable  Area of the Leased  Premises  caused
thereby.

          (b) In the event that Lessor  terminates this Lease or terminates this
Lease as to a portion thereof,  Lessor may, if it elects, enter into a new lease
covering the Leased Premises or a portion  thereof with the intended  Transferee
on such terms as Lessor and such  Transferee may agree or enter into a new lease
covering the Leased Premises with any other party;  in such event,  Lessee shall

                                       34
<PAGE>
not be entitled to any portion of the profit if any which  Lessor may realize on
account  of such  termination  and  reletting.  From and  after the date of such
termination of this Lease, the parties shall have no further obligations to each
other under this Lease except for matters occurring or obligations arising prior
to the date of such termination.

          (c)  Notwithstanding  the provisions of Section 25.6(a),  in the event
the  Transfer  is a part of the sale of Lessee's  entire  business by way of the
sale of substantially  all of the Lessee's assets or Lessee's capital stock, and
Lessor  approves  the  Transfer,   Lessor,  upon  reasonable  prior  notice  and
supporting  documentation,  agrees to waive its  recapture  rights  specified in
Section 25.6(a) and 25.6(b);  however,  all other provisions of Section 25 shall
be applicable to such a Transfer including the provisions of Section 25.8.

     25.7 Reasonable Restriction. The restrictions on Transfer described in this
Article  25 are  acknowledged  by  Lessee  to be  reasonable  for all  purposes,
including,  without  limitation,  the  provisions of California  Civil Code (the
"Code") Section 1951.4(b)(2).  Lessee expressly waives any rights which it might
otherwise be deemed to possess  pursuant to applicable law,  including,  without
limitation, Section 1997.040 of the Code, to limit any remedy of Lessor pursuant
to Section 1951.2 or 1951.4 of the Code by means of proof that  enforcement of a
restriction on use of the Leased Premises would be unreasonable.

     25.8 Effect of Transfer. If Lessor consents to a Transfer (or if a Transfer
occurs  without  Lessor's  consent in  accordance  with  Section  25.4(b)),  the
following conditions shall apply:

          (a) Each and every  covenant,  condition  or  obligation  imposed upon
Lessee by this Lease and each and every right, remedy or benefit afforded Lessor
by this Lease shall not be impaired or diminished as a result of such Transfer.

          (b) Lessee shall pay to Lessor,  on a monthly basis,  seventy  percent
(70%) of the  excess  of any sums of  money,  or  other  economic  consideration
received  by Lessee  from the  Transferee  in such month  (whether  or not for a
period longer than one month), including higher rent, bonuses, key money, or the
like over the aggregate, of: (i) the Amortized Portion, as defined below, of the
reasonable  expenses  actually  paid by Lessee to  unrelated  third  parties for
brokerage  commissions,  tenant  improvements to the Leased Premises,  or design
fees incurred as a direct  consequence of the Transfer;  and (ii) the total sums
which Lessee pays Lessor under this Lease in such month, or the prorated portion
thereof  if the  Leased  Premises  transferred  is less than the  entire  Leased
Premises.  The amount so derived shall be paid with Lessee's  payment of Minimum
Rent. The term  "Amortized  Portion" is that portion of the applicable  expenses
derived by dividing  such  expenses by the number of months in the original term
of the Transfer transaction.

          (c) No  Transfer,  whether  or  not  consent  of  Lessor  is  required
hereunder, shall relieve Lessee of its primary obligation to pay the rent and to
perform  all  other  obligations  to  be  performed  by  Lessee  hereunder.  The
acceptance of rent by Lessor from any proposed Transferee shall not be deemed to
be a waiver by Lessor of any  provision  of this Lease or to be a consent to any
Transfer of the Leased Premises.

          (d) If Lessor  consents to a sublease,  such sublease shall not extend
beyond the expiration of the Term.

          (e) No Transfer shall be valid and no Transferee shall take possession
of the Leased  Premises or any part thereof  unless,  within ten (10) days after
the  execution of the  documentary  evidence  thereof,  Lessee shall  deliver to
Lessor a duly  executed  duplicate  original of the Transfer  instrument in form
satisfactory to Lessor which provides that: (i) the Transferee  assumes Lessee's
obligations for the payment of rent and for the full and faithful observance and

                                       35
<PAGE>
performance of the covenants,  terms and conditions  contained herein; (ii) such
Transferee  will, at Lessor's  election,  attorn directly to Lessor in the event
Lessee's  Lease is  terminated  for any  reason  on the  terms  set forth in the
instrument  of transfer;  and (iii) such  instrument  of transfer  contains such
other assurances as Lessor reasonably deems necessary.

                                 26. ABANDONMENT

     26.1 Lessee to Occupy.  Lessee shall not abandon the Leased Premises at any
time during the Term,  and if Lessee  shall  abandon,  vacate or  surrender  the
Leased  Premises,  or be  dispossessed  by process  of law,  or  otherwise,  any
personal  property  belonging  to Lessee and  remaining  on the Leased  Premises
thereafter shall, at the option of Lessor, be deemed abandoned.

                               27. ENTRY BY LESSOR

     27.1 Rights of Lessor.  Lessee shall permit  Lessor and Lessor's  agents to
enter the Leased Premises at all reasonable  times,  and upon  reasonable  prior
notice  except in the case of an emergency,  for the purpose of  inspecting  the
same or for the purpose of maintaining  the Building and the Lines,  systems and
facilities  therein,  or  for  the  purpose  of  making  repairs,  replacements,
alterations  or additions to any portion of the Building and the Lines,  systems
and  facilities  therein,   including  the  erection  and  maintenance  of  such
scaffolding,  canopies,  fences and props as may be required, or for the purpose
of posting notices of non-responsibility for alterations,  additions or repairs,
or for the purpose of placing upon the Building any usual or ordinary "for sale"
signs,  without any rebate of Rent and without any  liability  to Lessee for any
loss of occupation or quiet enjoyment of the Leased Premises thereby occasioned,
and shall  permit  Lessor,  at any time  within  ninety  (90) days  prior to the
expiration  of this  Lease,  to place  upon the  Leased  Premises  any  usual or
ordinary  "to let" or "to  lease"  signs.  This  Section in no way  affects  the
maintenance obligations of the parties hereto.

                                    28. SIGNS

     28.1 Lessee shall not place on the Leased  Premises or on the Complex,  any
exterior signs or advertisements  nor any interior signs or advertisements  that
are visible  from the  exterior  of the Leased  Premises  including  the Atrium,
without  Lessor's  prior  written  consent,  which Lessor  reserves the right to
withhold for any aesthetic  reason in its sole judgment.  Lessee's name shall be
included on the  Building  directory  in the main lobby of the  Building  and in
applicable  Common Areas, in accordance with Lessor's Sign Program.  The cost of
installation and regular  maintenance of any such signs approved by Lessor shall
be at the sole  expense of Lessee.  At the  termination  of this  Lease,  or any
extension  thereof,  Lessee shall remove all its signs, and all damage caused by
such  removal  shall  be  repaired  at  Lessee's  expense.  Notwithstanding  the
foregoing,  Lessor  approves  Lessee's  installation  of those signs depicted in
Exhibit K, as well as one  flag/flagpole  sign above Lessee's  door,  subject to
Lessor's approval of size and design. Further,  subject to governmental approval
and Landlord's approval (which shall not be unreasonably withheld) as to design,
color,  and  placement,  Lessee may install an exterior sign  immediately  above
Tenant's  Townsend Street  entrance with the  approximate  dimensions of six (6)
feet wide by two (2) feet in height.

                                   29. DEFAULT

     29.1 Definition.  The occurrence of any of the following shall constitute a
material default and breach of this Lease by Lessee:

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          (a) Any failure by Lessee to pay the rent or to make any other payment
required to be made by Lessee hereunder within three (3) days' of due date;

          (b) The  abandonment of the Leased  Premises by Lessee in violation of
Section 26.1 hereof;

          (c) Any failure by Lessee to provide  executed  documents  as and when
required under the provisions of Section 36.2 and/or Article 37;

          (d) A failure by Lessee to observe and perform any other  provision of
this Lease to be observed or performed by Lessee,  where such failure  continues
for thirty (30) days after written notice thereof by Lessor to Lessee; provided,
however,  that if the  nature  of the  default  is such  that  the  same  cannot
reasonably be cured within the thirty (30) day period allowed,  Lessee shall not
be deemed to be in default if Lessee shall,  within such thirty (30) day period,
commence to cure and thereafter diligently prosecute the same to completion;

          (e)  Either:  (i) the  appointment  of a  receiver  (except a receiver
appointed  at the  instance or request of Lessor) to take  possession  of all or
substantially all of the assets of Lessee;  (ii) a general  assignment by Lessee
for the benefit of  creditors;  or (iii) any action  taken or suffered by Lessee
under any insolvency or bankruptcy  act shall  constitute a breach of this Lease
by  Lessee.  In such  event,  Lessor  may,  at its  option,  declare  this Lease
terminated  and  forfeited by Lessee,  and Lessor shall be entitled to immediate
possession of the Leased Premises.  Upon such notice of termination,  this Lease
shall terminate immediately and automatically by its own limitation;

          (f) Any two (2) failures by Lessee to observe or perform any provision
of this Lease  during any twelve (12) month  period of the Term,  as such may be
extended,  shall constitute,  at the option of Lessor, a separate and noncurable
default.

                            30. REMEDIES UPON DEFAULT

     30.1 Termination and Damages.  In the event of any default by Lessee,  then
in addition to any other  remedies  available  to Lessor  herein or at law or in
equity,  Lessor shall have the immediate  option to terminate this Lease and all
rights of  Lessee  hereunder  by giving  written  notice  of such  intention  to
terminate. In the event that Lessor shall elect to so terminate this Lease, then
Lessor may recover from Lessee:

          (a) The Worth at the Time of Award,  as defined  below,  of any unpaid
rent which had been earned at the time of such termination; plus

          (b) 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 Lessee proves could have been  reasonably
avoided; plus

          (c) The Worth at the Time of Award of the  amount by which the  unpaid
rent for the  balance of the Term after the time of award  exceeds the amount of
such rental loss that Lessee proves could be reasonably avoided; plus

          (d) Any  other  amount  necessary  to  compensate  Lessor  for all the
detriment  proximately  caused by Lessee's  failure to perform  its  obligations
under this Lease or which in the  ordinary  course of events  would be likely to
result therefrom; and

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<PAGE>
          (e) At Lessor's election, such other amounts in addition to or in lieu
of the foregoing as may be permitted  from time to time by the applicable law in
the state in which the Leased Premises are located.

     30.2 Definition.  As used in subsections 30.1 (a) and (b) above, the "Worth
at the Time of  Award"  is  computed  by  allowing  interest  at the rate of ten
percent (10%) per annum. As used in subsection  30.1(c) above, the "Worth at the
Time of Award" is computed by  discounting  such amount at the discount  rate of
the Federal  Reserve  Bank for the region in which the Complex is located at the
time of award plus one percent (1%).

     30.3 Personal Property.

          (a) In the event of any default by Lessee,  Lessor shall also have the
right,  with or without  terminating  this Lease, to reenter the Leased Premises
and remove all persons and property from the Leased Premises;  such property may
be removed and stored in a public  warehouse or elsewhere at the cost of and for
the account of Lessee.

          (b) In the  event of  default  and  Tenant's  vacating  of the  Leased
Premises,  all  of  Lessee's  fixtures,  furniture,   equipment,   improvements,
additions,  Alterations  and other  personal  property  shall,  at the option of
Lessor, remain upon the Leased Premises and in that event, and continuing during
the length of such default,  Lessor shall have the sole right to take  exclusive
possession  of such  property  and to use it,  rent or  charge  free,  until all
defaults  are cured or, at  Lessor's  option,  at any time  during the Term,  to
require Lessee to forthwith remove such property.

     30.4 Recovery of Rent; Reletting.

          (a) In the event of the vacation or abandonment of the Leased Premises
by Lessee or in the event that  Lessor  shall  elect to reenter as  provided  in
Section 30.3 above, or shall take possession of the Leased Premises  pursuant to
legal  proceeding or pursuant to any notice provided by law, then if Lessor does
not elect to terminate this Lease as provided in Section 30.1 above,  this Lease
shall continue in effect for so long as Lessor does not terminate Lessee's right
to  possession,  and Lessor may enforce all its rights and  remedies  under this
Lease, including, without limitation, Lessor's right from, time to time, without
terminating  this Lease, to either recover all rental as it becomes due or relet
the  Leased  Premises  or any part  thereof  for such  term or terms and at such
rental or rentals and upon such other  terms and  conditions  as Lessor,  in its
sole  discretion,  may deem  advisable,  with the right to make  Alterations and
repairs to the Leased  Premises.  Acts of maintenance or preservation or efforts
to relet the Leased Premises or the appointment of a receiver upon initiation of
Lessor or other legal  proceeding  granting  Lessor or its agent  possession  to
protect Lessor's interest under this Lease shall not constitute a termination of
Lessee's right to possession.

          (b) In the event that  Lessor  shall elect to so relet,  then  rentals
received by Lessor from such reletting  shall be applied:  first, to the payment
of any indebtedness other than rent due hereunder from Lessee to Lessor; second,
to the payment of any cost of such reletting;  third, to the payment of the cost
of any alterations and repairs to the Leased Premises; fourth, to the payment of
rent due and unpaid hereunder;  and the residue, if any, shall be held by Lessor
and  applied in payment  of future  rent as the same may become due and  payable
hereunder.  Should that portion of such  rentals  received  from such  reletting
during any month,  which is applied by the  payment of rent  hereunder,  be less
than the rent payable during that month by Lessee  hereunder,  then Lessee shall
pay such deficiency to Lessor  immediately upon demand therefor by Lessor.  Such
deficiency  shall be  calculated  and paid  monthly.  Lessee  shall  also pay to
Lessor,  as soon as  ascertained,  any costs and expenses  incurred by Lessor in
such  reletting  or in making  such  alterations  and repairs not covered by the
rentals received from such reletting.

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<PAGE>
          (c) No reentry or taking  possession  of the  Leased  Premises  or any
other action  under this Section  shall be construed as an election to terminate
this  Lease  unless a  written  notice of such  intention  be given to Lessee or
unless the termination thereof be decreed by a court of competent  jurisdiction.
Notwithstanding  any  reletting  without  termination  by Lessor  because of any
default  by  Lessee,  Lessor  may at any  time  after  such  reletting  elect to
terminate this Lease for any such default.

          (d) Lessor has the remedy  described in California  Civil Code Section
1951.4  (Lessor  may  continue  Lease  in  effect  after  Lessee's   breach  and
abandonment and recover rent as it becomes due, if Lessee has right to sublet or
assign, subject only to reasonable limitations).

     30.5 No  Waiver.  Efforts  by  Lessor to  mitigate  the  damages  caused by
Lessee's  default in this Lease shall not  constitute a waiver of Lessor's right
to recover damages  hereunder,  nor shall Lessor have any obligation to mitigate
damages hereunder.

     30.6 Curing Defaults.  Should Lessee fall to repair,  maintain, keep clean,
and/or service the Leased Premises,  or any part or contents thereof at any time
or times, or perform any other  obligations  imposed by this Lease or otherwise,
then after having given Lessee  reasonable notice of the failure or failures and
a  reasonable  opportunity  which in no case shall exceed  thirty (30) days,  to
remedy the  failure,  Lessor may enter upon the Leased  Premises  and perform or
contract  for the  performance  of the  repair,  maintenance,  or  other  Lessee
obligation,  and Lessee  shall pay Lessor  for all  direct  and  indirect  costs
incurred in  connection  therewith  within  thirty (30) days of receiving a bill
therefor from Lessor.

     30.7 No Right to Cure.  Notwithstanding  anything to the contrary set forth
in Section  29.1  above,  Lessee  shall be deemed to have  committed  a material
default  and breach of this Lease,  without  any right on Lessee's  part to cure
such  default and breach,  upon the failure by Lessee to observe and perform the
provisions of any one or more of the following  Sections (or indicated  portions
thereof) of this Lease: 15.1 (first sentence), 25.3, 27.1, 36.2, 37.1, and 37.2.

     30.8 Cumulative Remedies. The various rights, options, election powers, and
remedies of Lessor  contained in this Article and  elsewhere in this Lease shall
be construed as cumulative  and no one of them exclusive of any others or of any
legal or equitable  remedy which  Lessor  might  otherwise  have in the event of
breach or default,  and the  exercise of one right or remedy by Lessor shall not
in any way impair its right to any other right or remedy.

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<PAGE>
                                 31. BANKRUPTCY

     31.1 Bankruptcy Events. If at any time during the Term there shall be filed
by or against  Lessee in any court  pursuant to any statute either of the United
States or of any state,  commonwealth,  district or territory thereof a petition
in bankruptcy or insolvency or for  reorganization  or for the  appointment of a
receiver or trustee of all or a portion of Lessee's  property or estate, or if a
receiver or trustee takes  possession of any of the assets of Lessee,  or if the
leasehold interest herein passes to a receiver, or if Lessee makes an assignment
for the benefit of creditors or petitions for or enters into an arrangement (any
of which are referred to herein as a  "Bankruptcy  Event"),  then the  following
provisions shall apply:

          (a) Upon the  occurrence  of a  Bankruptcy  Event,  or if Lessee takes
advantage  of any  insolvency  laws  of any  state,  district,  commonwealth  or
territory of the United States,  then in any such event Lessor at its option and
sole discretion may terminate this Lease at any time by written notice to Lessee
(subject, however, to applicable provisions of the applicable bankruptcy federal
or state  statutes  or any  insolvency  laws  during the  pendency of any action
thereunder  involving Lessee as the subject debtor). If this Lease is terminated
under this Article:  (i) Lessee agrees to  immediately  surrender and vacate the
Leased  Premises,  waives all statutory or other notice to quit, and agrees that
Lessor's  obligations  under this Lease shall cease from such termination  date;
and (ii) Lessor may recover  possession by process of law or in any other lawful
manner.  Furthermore,  if this Lease  terminates  under this Section (a), Lessor
shall,  subject to the  Bankruptcy  Code,  have all rights and remedies  against
Lessee as  provided  in this  Lease  and at law for a  default  of Lessee in the
payment of Minimum Rent, Percentage Rent, if any, and/or additional Rent. Lessee
hereby  acknowledges  that it shall have abandoned all of its personal  property
remaining in the Leased  Premises  after  Lessee  surrenders  possession  of the
Leased Premises, and Lessee hereby authorizes Lessor to dispose of such personal
property in any manner Lessor deems appropriate without accounting to governs or
shall govern the  proceedings  in which such damages are to be proved  limits or
shall limit the amount of such claim capable of so being  proved,  in which case
Lessor shall be entitled to prove as and for liquidated  damages an amount equal
to  that  allowed  by or  under  any  such  statute.  When  calculating  damages
hereunder,  Lessor shall be entitled to recover the amount of any "free rent" or
other  concessions  extended  by Lessor  and  received  by  Lessee  prior to the
premature  expiration  of this Lease,  it being agreed by Lessee that such "free
rent" and concessions were contingent upon Lessee fulfilling its obligations for
the entire term of this Lease. The provisions of this paragraph shall be without
prejudice  to (i)  Lessor's  right to prove in full  damages for  Minimum  Rent,
Percentage Rent, if any, and additional Rent accrued prior to the termination of
this Lease,  but not paid,  and (ii) any rights given to Lessor by any pertinent
statute to prove any amounts allowed  thereby.  In making any such  computation,
the then cash rental value of the Leased Premises shall be deemed prima facie to
be the rental realized upon any reletting, if such reletting can be accomplished
by Lessor within a reasonable time after such termination of this Lease, and the
then present cash value of the future rents hereunder reserved to Lessor for the
unexpired  portion of the Lease Term hereby  demised  shall be deemed to be such
sum, if invested at the then  current  passbook  account  rate  offered by Wells
Fargo Bank, N.A. at its main office in San Francisco, as will produce the future
rent over the period of time in question.  Lessor and Lessee  further agree that
in  making  any  computation  of  damages  for  Lessee  holding  over  after the
termination  of this Lease,  Lessor may claim damages based on the Minimum Rent,
Percentage  Rent, if any, and additional  Rent provided herein for the period of
such hold over, it being agreed that the Minimum Rent,  Percentage Rent, if any,
and additional  Rent  constitutes  the fair rental value of the Leased  Premises
during the hold over period.

               (i)  Notwithstanding  subsection  (h) of this Article 31,  Lessor
specifically  reserves  any and all  remedies  available to Lessor in Article 30
hereof or at law or in equity in  respect  of a  Bankruptcy  Event to the extent
such remedies are permitted by law.

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<PAGE>
                             32. SURRENDER OF LEASE

     32.1 No Merger.  The voluntary or other  surrender of this Lease by Lessee,
or a mutual cancellation thereof,  shall not work as a merger, and shall, at the
option of Lessor,  terminate all or any existing  subleases or subtenancies,  or
may, at the option of Lessor,  operate as an assignment to it of any or all such
subleases or subtenancies.

                            33. LESSOR'S EXCULPATION

     33.1 Limited  Liability.  In the event of default,  breach, or violation by
Lessor  (which  term  includes  Lessor's  partners,  co-venturers,   co-tenants,
officers directors, trustees, employees, agents, representatives,  successors or
assigns) of any of Lessor's obligations under this Lease,  Lessor's liability to
Lessee shall be limited to its ownership interest in the Leased Premises (or its
interest in the Complex, if applicable) or the proceeds of a public sale of such
interest  pursuant to foreclosure of a judgment  against Lessor.  Lessor may, at
its option,  and among its other  alternatives,  relieve itself of all liability
under this Lease by conveying the Leased Premises to Lessee. Notwithstanding any
such conveyance, Lessee's leasehold and ownership interest shall not merge.

     33.2 No  Recourse.  Lessor  (as  defined  in  Section  33.1)  shall  not be
personally liable for any deficiency beyond its interest in the Leased Premises.
All  personal   liability  of  all   trustees,   their   employees,   agents  or
representatives, is expressly waived by Lessee.

                               34. ATTORNEYS' FEES

     34.1 Actions,  Proceedings, etc. Lessee hereby agrees to pay, as additional
rent,  all  attorneys'  fees and  disbursements,  and all other  court  costs or
expenses of legal  proceedings or other legal services which Lessor may incur or
pay out by reason of, or in connection with:

          (a) Any appearance by Lessor (or any officer,  partner, or employee of
Lessor)  as a  witness  or  otherwise  in any  action or  proceeding  whatsoever
involving  or  affecting  Lessee or this Lease  except as  otherwise  covered by
Section 34.3;

          (b) Any  assignment,  sublease,  or  leasehold  mortgage  proposed  or
granted  by  Lessee  (whether  or not  permitted  under  this  Lease),  and  all
negotiations with respect thereto; and

          (c)  Any  Alteration  of  the  Leased  Premises  by  Lessee,  and  all
negotiations with respect thereto.

     34.2 Survival.  Lessee's  obligations  under this Section shall survive the
expiration or any other  termination of this Lease.  This Section is intended to
supplement  (and not to limit)  other  provisions  of this Lease  pertaining  to
indemnities and/or attorneys' fees.

     34.3 Attorneys' Fees. If there is any legal action or proceeding (including
arbitration  other than the  Arbitration  of Fair  Market  Rental  described  in
Section 4.3) between  Lessor and Lessee  arising out of any default by Lessee or
Lessor in the observance or performance of any obligation under this Lease or to
enforce  this Lease or to protect or  establish  any right or remedy  under this
Lease,  the  unsuccessful  party to such action or  proceeding  shall pay to the
prevailing party all costs and expenses,  including  reasonable  attorneys' fees
and  disbursements,  incurred  by  such  prevailing  party  in  such  action  or
proceeding and in any appeal in connection  therewith.  If such prevailing party
recovers a judgment in any such action or proceeding (including  arbitration) or
appeal thereon, such costs, expenses and attorneys' fees and disbursements shall
be included in and as a part of such judgment.

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                                   35. NOTICES

     35.1 Writing. All Notices (as defined below), demands and requests required
or permitted  to be given or made under any  provision of this Lease shall be in
writing and shall be given or made by (i) personal service, or (ii) by telephone
facsimile  upon which date and time are imprinted in the course of  transmission
to the number  indicated in Section 1.2, or (iii) by mailing same by  registered
or  certified  mail,  return  receipt  requested,  postage  prepaid,  or (iv) by
reputable courier which provides written evidence of delivery,  addressed to the
respective  party at the  address  set forth in Section  1.2 of this Lease or at
such other  address as the party may from time to time  designate,  by a written
Notice, as defined below, sent to the other in the manner aforesaid.

     35.2 Effective Date. Any such Notice, demand or request ("Notice") shall be
deemed given or made on the third day after the date so mailed.  Notwithstanding
the foregoing,  Notice given by personal delivery to the party at its address as
aforesaid  shall be deemed  given on the day on which  delivery is made.  Notice
given by a reputable courier service which provides written evidence of delivery
shall be deemed given on the business day immediately following deposit with the
courier service.

     35.3 Authorization to Receive. Each person and/or entity whose signature is
affixed  to this  Lease  as  Lessee  or as  guarantor  of  Lessee's  obligations
("Obligor") designates such other Obligor its agent for the purpose of receiving
any  Notice  pertaining  to this Lease or service of process in the event of any
litigation or dispute arising from any obligation imposed by this Lease.

                                36. SUBORDINATION

     36.1 Priority of Encumbrances.  This Lease shall be subject and subordinate
at all times to any and all ground  leases and the lien of any and all mortgages
and deeds of trust securing any amount or amounts whatsoever which may now exist
or  hereafter  be placed on or  against or  encumbering  the  Building  or on or
against or encumbering Lessor's interest or estate therein ("Superior Leases and
Mortgages"), all without the necessity of having further instruments executed by
Lessee to effect such subordination;  provided however; (i) with respect to that
certain deed of trust  encumbering the Building of record as of the date of this
Lease in favor of  Wells  Fargo  Bank  (the  "Bank"),  Lessor  covenants  to use
commercially reasonable efforts (without any requirement to pay any fees to said
lender or to initiate litigation) to cause the Bank to execute and deliver on or
before the Delivery Date a non-disturbance agreement in the form attached hereto
as Exhibit I, attached hereto, in favor of Lessee;  and (ii) with respect to any
Superior  Leases and Mortgages  encumbering  the Building after the date of this
Lease, Lessee shall execute a subordination  agreement in the form of Exhibit I,
provided that the  subordination  of this Lease shall be  conditioned  upon such
Lessor's mortgagee  executing a non-disturbance  agreement in favor of Lessee on
the current form used by such lender.  In the event of a foreclosure of any such
mortgage  or  deed  of  trust  or of any  other  action  or  proceeding  for the
enforcement  thereof, or of any sale thereunder or in the event of a termination
of any such ground lease,  this Lease shall not be  terminated or  extinguished,
nor shall the rights and  possession  of Lessee  hereunder be  disturbed,  if no
default then exists under this Lease,  and Lessee shall attorn to the person who
acquires Lessor's interest hereunder through any such mortgage or deed of trust.

     36.2  Execution of  Documents.  Lessee  agrees to execute any  commercially
reasonable  documents  required to effectuate such subordination or to make this
Lease prior to the lien of any mortgage,  deed of trust or ground lease,  as the
case may be, and failing to do so within ten (10)  business  days after  written

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demand, does hereby make,  constitute and irrevocably appoint Lessor as Lessee's
attorney-in-fact  and in  Lessee's  name,  place  and  stead,  to do  so.  It is
understood  by all parties that  Lessee's  failure to execute the  subordination
documents referred to above may cause Lessor serious financial damage by causing
the failure of a financing or sale transaction.

     36.3  Attornment.  Lessee shall attorn to any purchaser at any  foreclosure
sale,  or to any grantee or  Transferee  designated in any Deed given in lieu of
foreclosure.

                            37. ESTOPPEL CERTIFICATES

     37.1 Execution by Lessee. Within ten (10) business days of request therefor
by Lessor,  Lessee shall execute a written  statement  ("Estoppel  Certificate")
acknowledging  the commencement and termination  dates of this Lease, that it is
in full force and effect,  has not been  modified  (or if it has,  stating  such
modifications)  and providing any other  pertinent  information as Lessor or its
agents might reasonably request.  Failure to comply with this Article shall be a
material  breach of this Lease by Lessee  giving  Lessor all rights and remedies
under Article 30 hereof,  as well as a right to damages  caused by the loss of a
loan or sale  which  may  result  from such  failure  by  Lessee.  A copy of the
Estoppel  Certificate required by Lessor's lender and required to be executed by
Lessee is attached hereto as Exhibit L.

     37.2 Financing, Sale or Transfer. If Lessor desires to finance,  refinance,
sell,  ground  lease or  otherwise  transfer  the Leased  Premises,  or any part
thereof, or the Building, Lessee hereby agrees, within ten (10) business days of
request  therefor  by Lessor,  to  deliver  to any lender or to any  prospective
buyer,  ground lessor or other  Transferee  designated by Lessor such  financial
statements of Lessee,  its Guarantor and its parent  company,  if any, as may be
reasonably  required by such party. Such statements shall include the past three
(3) years' financial  statements of Lessee. All such financial  statements shall
be  received  by Lessor in  confidence  and shall be used only for the  purposes
herein set forth.

                                   38. WAIVER

     38.1  Effect of  Waiver.  The  waiver by Lessor of any  breach of any Lease
provision  shall not be deemed to be a waiver  of such  Lease  provision  or any
subsequent  breach of the same or any other term,  covenant or condition therein
contained.  The  subsequent  acceptance of rent hereunder by Lessor shall not be
deemed to be a waiver of any preceding breach by Lessee of any provision of this
Lease,  other  than the  failure  of  Lessee  to pay the  particular  rental  so
accepted,  regardless of Lessor's knowledge of such preceding breach at the time
of acceptance of such rent.

                                39. HOLDING OVER

     39.1  Month-to-Month  Tenancy on  Acceptance.  If Lessee  should  remain in
possession of the Leased  Premises  after the expiration of the Term and without
executing a new Lease,  then,  upon  acceptance of rent by Lessor,  such holding
over shall be  construed as a tenancy  from  month-to-month,  subject to all the
conditions,  provisions and obligations of this Lease as existed during the last
month of the Term hereof,  so far as  applicable  to a  month-to-month  tenancy,
except that the Minimum Rent shall be equal to one hundred fifty percent  (150%)
of the  Minimum  Rent  payable  immediately  prior to the  expiration  or sooner
termination of the Lease.

                                       43
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                           40. SUCCESSORS AND ASSIGNS

     40.1 Binding Effect.  The covenants and conditions  herein contained shall,
subject  to the  provisions  as to  assignment,  apply to and  bind  the  heirs,
successors, executors,  administrators and assigns of all of the parties hereto;
and all of the parties hereto shall be jointly and severally liable hereunder.

                                    41. TIME

     41.1 Time of the Essence. Time is of the essence of this Lease with respect
to each and every article, section and subsection hereof.

                        42. EFFECT OF LESSOR'S CONVEYANCE

     42.1 Release of Lessor. If, during the Term, Lessor shall sell its interest
in the  Building  or Complex of which the Leased  Premises  form a part,  or the
Leased  Premises,  then  from  and  after  the  effective  date  of the  sale or
conveyance, Lessor shall be released and discharged from any and all obligations
and responsibilities under this Lease, except those already accrued.

                                43. COMMON AREAS

     43.1 Lessor shall, in Lessor's sole  discretion,  maintain the Common Areas
(subject to reimbursement  pursuant to Article 8 hereof),  establish and enforce
reasonable rules and regulations  concerning such areas, close any of the Common
Areas to whatever extent required in the opinion of Lessor's  counsel to prevent
a  dedication  of any of the  Common  Areas or the  accrual of any rights of any
person or of the public to the Common Areas, close temporarily any of the Common
Areas for maintenance  purposes and make changes to the Common Areas  including,
without limitation, changes in the location of driveways,  corridors, entrances,
exits,  vehicular parking spaces, parking area, the designation of areas for the
exclusive use of others, the direction of the flow of traffic or construction of
additional buildings thereupon. Lessor may provide security for the Common Areas
but is not obligated to do so.

                            44. TRANSFER OF SECURITY

     44.1  Transfer to  Purchaser.  If any security be given by Lessee to secure
the  faithful  performance  of all or any of the  covenants of this Lease on the
part of Lessee, Lessor may transfer and/or deliver the security, as such, to the
purchaser  of the  reversion,  in the  event  that the  reversion  be sold,  and
thereupon  Lessor shall be  discharged  from any further  liability in reference
thereto.

                                45. LATE CHARGES

     45.1 Late  Payment  by Lessee.  Lessee  acknowledges  that late  payment by
Lessee to Lessor of rent or any other payment due hereunder will cause Lessor to
incur costs not contemplated by this Lease, the exact amount of such costs being
extremely  difficult  and  impractical  to  fix.  Such  costs  include,  without
limitation,  processing  and  accounting  charges,  and late charges that may be
imposed  on Lessor  by the  terms of any  encumbrance  and note  secured  by any
encumbrance covering the Leased Premises. Therefore, if any installment of rent,
or any other payment due hereunder  from Lessee is not received by Lessor within
five (5) days of due date,  Lessee shall pay to Lessor an additional sum of five
percent (5%) of such rent or other charge as a late  charge.  The parties  agree
that this late charge represents a fair and reasonable estimate of the cost that
Lessor will incur by reason of late  payment by Lessee.  Acceptance  of any late
charge  shall not  constitute  a waiver of Lessee  default  with  respect to the
overdue  amount,  or prevent Lessor from exercising any other rights or remedies
available. to Lessor.

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                             46. CORPORATE AUTHORITY

     46.1  Authorization  to Execute.  Lessee  represents and warrants that each
individual  executing this Lease is duly  authorized to execute and deliver this
Lease on behalf of said corporation in accordance with a duly adopted resolution
of the Board of Directors of said  corporation or in accordance  with the Bylaws
of said  corporation,  and that this Lease is binding upon said  corporation  in
accordance with its terms. Further,  Lessee shall, within thirty (30) days after
execution of this Lease,  deliver to Lessor a certified  copy of a resolution of
the  Board  of  Directors  of said  corporation  authorizing  or  ratifying  the
execution of this Lease.

                            47. MORTGAGEE PROTECTION

     47.1  Notice  and  Right  to  Cure  Default.  Lessee  agrees  to  give  any
mortgagee(s) and/or trust deed holders, by registered mail, a copy of any notice
of default  served upon Lessor,  provided  that prior to such notice  Lessee has
been  notified,  in writing (by way of Notice of Assignment of Rents and Leases,
or  otherwise),  of the address of such  mortgagees  and/or trust deed  holders.
Lessee  further  agrees that if Lessor  shall have  failed to cure such  default
within the time  provided for in this Lease,  then the  mortgagees  and/or trust
deed holders shall have an additional thirty (30) days within which to cure such
default  or,  if such  default  cannot  be cured  within  that  time,  then such
additional  time as may be  necessary  if,  within such  thirty  (30) days,  any
mortgagee and/or trust deed holder has commenced and is diligently  pursuing the
remedies  necessary  to  cure  such  default  (including,  but not  limited  to,
commencement of foreclosure  proceedings,  if necessary to effect such cure), in
which event this Lease shall not be terminated  while such remedies are being so
diligently pursued.

                          48. MISCELLANEOUS PROVISIONS

     48.1 Captions.  The captions of this Lease are for convenience only and are
not a part of this  Lease and do not in any way limit or  amplify  the terms and
provisions of this Lease.

     48.2 Number and Gender.  Whenever the singular number is used in this Lease
and when required by the context,  the same shall include the plural, the plural
shall include the singular,  and the masculine gender shall include the feminine
and neuter  genders,  and the word "person" shall include  corporation,  firm or
association.  If there be more than one Lessee,  the  obligations  imposed under
this Lease upon Lessee shall be joint and several.

     48.3  Modifications.  This  instrument  contains  all  of  the  agreements,
conditions  and  representations  made between the parties to this Lease and may
not be modified  orally or in any other  manner than by an  agreement in writing
signed by all of the parties to this Lease.

     48.4 Payments.  Except as otherwise expressly stated, each payment required
to be made by Lessee shall be in addition to and not in  substitution  for other
payments to be made by Lessee.

     48.5  Severability.  The  invalidity  of any  provision  of this Lease,  as
determined  by a court of  competent  jurisdiction,  shall in no way  affect the
validity of any other provision hereof.

     48.6 No Offer.  The  preparation and submission of a draft of this Lease by
either party to the other shall not constitute an offer,  nor shall either party
be bound to any terms of this Lease or the  entirety of the Lease  itself  until
both parties  have fully  executed a final  document  and an original  signature
document has been received by both parties.  Until such time as described in the
previous  sentence,  either  party  is free to  terminate  negotiations  with no
obligation to the other.

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     48.7 Disputed Sums.  Under the terms of this Lease numerous charges are and
may be due from Lessee to Lessor including, without limitation, Operating Costs,
Real Estate Taxes and other items of a similar nature including advances made by
Lessor in respect of Lessee's default at Lessor's  option.  In the event that at
any time during the Term there is a bona fide dispute  between the parties as to
the amount due for any of such  charges  claimed by Lessor to be due, the amount
demanded by Lessor shall be paid by Lessee until the  resolution  of the dispute
between the parties or by litigation. Failure by Lessee to pay the disputed sums
until resolution shall constitute a default under the terms of the Lease.

     48.8 Lessee's Remedies.  Notwithstanding anything to the contrary contained
in this Lease, if any provision of this Lease  expressly or impliedly  obligates
Lessor not to  unreasonably  withhold  its  consent or  approval,  an action for
declaratory  judgment or specific  performance  will be Lessee's  sole right and
remedy in any dispute as to whether Lessor has breached such obligation.

     48.9  Light,  Air and View.  No  diminution  of light,  air, or view by any
structure  which may  hereafter  be erected  (whether  or not by  Lessor)  shall
entitle  Lessee to any  reduction of Rent,  result in any liability of Lessor to
Lessee, or in any other way affect this Lease or Lessee's obligations hereunder.

     48.10  Public  Transportation  Information.   Lessee  shall  establish  and
maintain  during the Term  hereof a program to  encourage  maximum use of public
transportation   by  personnel  of  Lessee  employed  on  the  Leased  Premises,
including,  without  limitation,  the  distribution to such employees of written
materials  explaining the convenience and availability of public  transportation
facilities  adjacent or proximate to the Complex,  staggering  working  hours of
employees,  and  encouraging  use  of  such  facilities,  all at  Lessee's  sole
reasonable  cost and expense.  Lessee shall comply with all  requirements of any
local transportation management ordinance.

     48.11 Rules and  Regulations.  Lessee agrees to comply with all  reasonable
rules and  regulations  adopted and  promulgated by Lessor and applicable to all
tenants in the Complex for the lawful, orderly,  clean, safe, aesthetic,  quiet,
and beneficial use,  operation,  maintenance,  management,  and enjoyment of the
Complex. Lessor shall have no liability for violation by any other lessee in the
Complex of any rules or regulations,  nor shall such violation or waiver thereof
excuse Lessee from compliance.  The initial rules and regulations concerning the
Complex  are  attached  hereto as Exhibit F. Lessor  reserves  the right to make
additional rules affecting the Complex  throughout the Term hereof. All delivery
and dispatch of supplies,  fixtures,  equipment and furniture  shall be by means
and during hours  established  by Lessor.  Lessee shall not at any time park its
trucks or other  delivery  vehicles  in the Common  Areas,  except in such parts
thereof as from time to time designated by Lessor.

     48.12 Joint and Several  Liability.  Should Lessee consist of more than one
person or entity, they shall be jointly and severally liable on this Lease.

     48.13 Survival of  Obligations.  All obligations of Lessee which may accrue
or arise during the Term or as a result of any act or omission of Lessee  during
said Term shall, to the extent they have not been fully performed,  satisfied or
discharged, survive the expiration or termination of this Lease.

     48.14 Real Estate  Brokers.  Lessor and Lessee each represents and warrants
to the  other  party  that  it has not  authorized  or  employed,  or  acted  by
implication  to authorize or employ,  any real estate  broker or salesman to act
for it in  connection  with  this  Lease  other  than  the real  estate  brokers
specified in Section 1.10.  Lessor shall pay the commission due Lessor's  broker

                                       46
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and Lessee's broker pursuant to a separate agreement between Lessor and Lessor's
broker. Lessor and Lessee shall each indemnify,  defend and hold the other party
harmless  from and  against  any and all  claims  by any real  estate  broker or
salesman  whom  the  indemnifying  party  authorized  or  employed,  or acted by
implication  to  authorize  or  employ,  to act for the  indemnifying  party  in
connection with this Lease.

     48.15  Nonliability  of Lessor for  Approvals.  Except as may  otherwise be
expressly stated by a provision of this Lease, and only to the extent so stated,
the consent or approval,  whether express or implied, or the act, failure to act
or failure  to object,  by Lessor in  connection  with any plan,  specification,
drawing, proposal, request, act, omission, notice or communication (collectively
"Act")  by or  for,  or  prepared  by or  for,  Lessee,  shall  not  create  any
responsibility  or liability on the part of Lessor,  and shall not  constitute a
representation  by  Lessor,  with  respect  to  the  completeness,  sufficiency,
efficacy, propriety, quality or legality of such Act.

     48.16  Interest On Past Due  Amounts.  If any sum due Lessor from Lessee is
not received by Lessor  within five (5) calendar days after the date such sum is
due and payable,  such sum shall bear  interest  from the due date until paid by
Lessee at the rate of two percent (2%) above the Prime Rate (as herein defined),
not to exceed the maximum rate of interest allowed by law in the state where the
Leased Premises are located,  and such interest shall be deemed to be additional
rent. "Prime Rate" means the Prime Rate of interest as quoted in the Wall Street
journal on the date such sum was due and payable.

     48.17 Counterparts. This Lease may be executed in one or more counterparts,
each of which  shall  be  deemed  an  original,  and all  taken  together  shall
constitute one and the same instrument.

                     49. WAIVER OF CALIFORNIA CODE SECTIONS

     49.1  Waiver  by  Lessee.  In this  Lease,  numerous  provisions  have been
negotiated  by the  parties,  some of which  provisions  are covered by statute.
Whenever a provision  of this Lease and a provision  of any statute or other law
cover the same matter,  the provisions of this Lease shall  control.  Therefore,
Lessee waives (for itself and all persons  claiming under Lessee) the provisions
of Civil Code Sections  1932(2) and 1933(4) with respect to the  destruction  of
the Leased Premises;  Civil Code Sections 1941 and 1942 with respect to Lessor's
repair  duties and  Lessee's  right to  repair;  Civil  Code  Section  1995.310,
granting  to a tenant  all  remedies  provided  by law for  breach  of  contract
(including,  without limitation,  the right to contract damages and the right to
terminate the lease) in the event that the Lessor unreasonably withholds consent
to a transfer in violation of the Lessee's rights under tKe lease; Code of Civil
Procedure Section 1265.130, allowing either party to petition the Superior Court
to terminate this Lease in the event of a partial taking of the Leased  Premises
by Condemnation as herein defined;  and any right of redemption or reinstatement
of Lessee under any present or future case law or statutory provision (including
Code of Civil  Procedure  Sections 473 and 1179 and Civil Code Section  3275) in
the event Lessee is dispossessed  from the Leased Premises for any reason.  This
waiver applies to future statutes  enacted in addition to or in substitution for
the statutes specified herein.

                               50. SHUTTLE SERVICE

     50.1 Lessor  presently  maintains for the benefit of Lessee's  employees at
the Leased  Premises,  a van shuttle  service which shall operate Monday through
Friday from 7:00 a.m. to 7:00 p.m. with not less than one van vehicle  operating
throughout the day and two vehicles  operating during peak commute hours of 7:00
a.m.  to 9:00 a.m.  Monday  through  Friday  and 5:00 p.m.  to 7:00 p.m.  Monday
through Friday. The shuttle will serve the major  transportation  centers of San
Francisco,  i.e., the Transbay  Terminal,  BART, the nearest  Municipal  Railway
stop, the Ferry Building and CalTrain Terminal. Lessor may terminate the shuttle
service if the City of San Francisco is, in Lessor's reasonable  judgment,  then

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providing  adequate  public  transportation  to the area of the  Building and no
longer requires that Lessor provide such shuttle  service.  At Lessee's  option,
Lessee's employees may use the shuttle service subject to a reasonable fee to be
mutually agreed upon between Lessor and Lessee.

     50.2  Parking.  Lessee  may  lease on a monthly  basis up to the  number of
parking spaces described in Section 1.12 in the parking facility of the Complex.
Said parking  spaces shall be on a  non-exclusive,  non-reserved  basis.  Lessee
shall pay a parking fee for each parking  space which Lessee  leases at the same
monthly  rates as are  established  from  time to time by Lessor or the owner or
operator of the parking  facility.  The use by Lessee,  its  employees  or other
users of such  parking  space  shall be  subject  to the rules  and  regulations
established from time to time by Lessor, or the owner or operator of the parking
facility.  If Lessee has not leased the number of parking  spaces to which it is
entitled within three (3) months after the Commencement  Date, or if at any time
thereafter,  Lessee  releases any parking  spaces or if parking  spaces to which
Lessee is entitled under this Section 50.2 exceeds the parking  spaces  actually
leased by Lessee,  Lessee  shall have no further  right or  entitlement  to such
parking  spaces and Lessor may permit others to use or lease such parking spaces
on a long or short term basis. If Lessor or the owner or operator of the parking
facility changes the parking arrangements in the parking facility, then Lessee's
rights under this Section 50.2 shall be subject to  modification to reflect such
change, so long as Lessee is not  disproportionately  prejudiced by such changes
as compared to other lessees of the Building.

     50.3  Retail  Parking.  Lessee's  customers  would be  guided  to  Lessor's
designated  temporary  parking on the roof of the Building.  Lessee may purchase
for the use of its customers a validation  stamp from the garage vendor.  Lessor
would work with Lessee to obtain  "green zone"  parking in front of the Townsend
Street retail area.

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

LESSOR:                                      LESSEE:
ZORO LLC                                     METRO COMMERCE BANK,
a California limited liability company       a California corporation

/s/ Martin Zankel                            /s/ Raymon L Hanssen
----------------------------------           ----------------------------------
Its Managing Member                          Its Executive Vice President

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                                    EXHIBIT A

                                LEGAL DESCRIPTION

The land  referred to herein is situated in the State of  California,  County of
San Francisco, City of San Francisco, and is described as follows:

PARCEL ONE:

ALL OF LOT 9,  Assessor's  Block 3783,  as shown on that  certain Map  entitled,
"Parcel  Map of a portion  of 100 Vara  Block No.  412,  also being a portion of
Assessor's  Block No.  3783  which Map was filed for record in the Office of the
Recorder  of the City and  County  of San  Francisco,  State of  California,  on
November 29, 1988 in Book 38 of Parcel Maps, at Page 36.

PARCEL TWO:

Non-exclusive  easements  as set forth in that  certain  Grant of Easement  with
Covenants and  Restrictions  affecting land dated as of December 29, 1988 by and
between Bay West Showplace  Investors,  a California  Limited  Partnership,  and
Portman/Bay  West  Apparel  Partners,  a  California  Partnership,  recorded  on
December 30, 1988 in Book E775 at Page 1598,  Series No. E296406 in the Official
Records.

APN: Lot 009, Block 3783

COMMON KNOWN AS:
                               650 Townsend Street
                                SAN FRANCISCO, CA