<PAGE>   1

                                                                 EXHIBIT 10.10.2


                                TRIPLE NET LEASE



                                    LANDLORD:



                   ALISO VIEJO TOWN CENTER CORPORATE PARK LLC



                                     TENANT:



                             FREEREALTIME.COM, INC.


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               SUMMARY OF BASIC LEASE INFORMATION AND DEFINITIONS

This SUMMARY OF BASIC LEASE INFORMATION AND DEFINITIONS ("SUMMARY") is hereby
incorporated into and made a part of the attached Triple Net Lease which
pertains to the Building described in Section 1.4 below. All references in the
Lease to the "Lease" shall include this Summary. All references in the Lease to
any term defined in this Summary shall have the meaning set forth in this
Summary for such term. Any initially capitalized terms used in this Summary and
any initially capitalized terms in the Lease which are not otherwise defined in
this Summary shall have the meaning given to such terms in the Lease. If there
is any inconsistency between this Summary and the Lease, the provisions of the
Lease shall control.

1.1  LANDLORD'S ADDRESS:        ALISO VIEJO TOWN CENTER CORPORATE PARK LLC
                                26840 Laguna Hills Drive, Suite 100
                                Aliso Viejo, California 92656
                                Attn: Lisa Whitney
                                Telephone: (949)389-7000
                                Facsimile: (949)389-7350

1.2  TENANT'S ADDRESS:          Freerealtime.com, Inc.
                                3333 Michelson Drive, Suite 430
                                Irvine, California 92612
                                Attn: Mike Neufeld
                                Telephone: (949) 833-2959
                                Facsimile: (949) 833-7665

1.3 PROJECT: The commercial development known as Town Center Corporate Park in
unincorporated Orange County, California, all buildings, improvements and
facilities, now or subsequently located within such development from time to
time, including, without limitation, the five (5) buildings (including the
Building) currently located within the Project, as depicted on the site plan
attached as EXHIBIT "A." The approximate aggregate rentable square feet of all
the buildings (including the Building) located within the Project is 198,375
square feet.

1.4 BUILDING: A multi-tenant office building located in the Project, containing
approximately 53,115 rentable square feet, the address of which is 26880 Laguna
Hills Drive, Aliso Viejo, California 92656.

1.5 PREMISES: Those certain premises within the Building on the second floor
shown on the floor plan attached as EXHIBIT "B," containing approximately 26,720
Rentable Square Feet.

1.6 MONTHLY OPERATING EXPENSE CHARGE: See Section 5.5.

1.7 ESTIMATED COMMENCEMENT DATE: September 1, 2000; Commencement Date to be
determined as provided in EXHIBIT "C."

1.8 TERM: Five (5) years.

1.9 RENT:

            MONTHS               ANNUAL BASIC RENT          MONTHLY BASIC RENT
            ------               -----------------          ------------------
         1 through 12               $496,992.00                $41,416.00
         13 through 24              $513,024.00                $42,752.00
         25 through 36              $529,056.00                $44,088.00
         37 through 48              $545,088.00                $45,424.00
         49 through 60              $561,120.00                $46,760.00

1.10 SECURITY DEPOSIT: $51,436.00.

1.11 PERMITTED USE: Administrative office and related legal and permitted uses.

1.12 BROKERS: Grubb & Ellis Company representing Landlord and Coldwell Banker
representing Tenant.

1.13 INTEREST RATE: The lesser of: (a) the rate announced from time to time by
Wells Fargo Bank or, if Wells Fargo Bank ceases to exist or ceases to publish
such rate, then the rate announced from time to time by the largest (as measured
by deposits) chartered operating bank operating in California, as its "prime
rate" or "reference rate," plus five percent (5%); or (b) the maximum
nonusurious rate permitted by law.

1.14 TENANT IMPROVEMENTS: The tenant improvements installed or to be installed
in the Premises, if any, as described in the Work Letter Agreement attached as
EXHIBIT "C."

1.15 COMMUNITY ASSOCIATION: The Aliso Viejo Community Association, a California
nonprofit public benefit corporation, which was organized pursuant to the
Community Declaration, and its successors and assigns.

1.16 COMMUNITY DECLARATION: The Declaration of Covenants, Conditions and
Restrictions for Aliso Viejo Community Association dated April 1, 1982, and
recorded on April 6, 1982, as Instrument No. 82-118353, of the Official Records
of Orange County, California, as amended from time to time.


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1.17 PACIFIC PARK ASSOCIATION: The Pacific Park Town Center Association, a
California nonprofit mutual benefit corporation, which was organized pursuant to
the Pacific Park Declaration, and its successors and assigns.

1.18 PACIFIC PARK DECLARATION: The Declaration of Covenants, Conditions and
Restrictions and Reservation of Easements for Pacific Park Town Center, dated
December 22, 1993, and recorded on December 23, 1993, as Instrument No.
93-0894675, of the Official Records of Orange County, California, as amended
from time to time.

1.19 GUARANTORS: None.

1.20 MAXIMUM VEHICLE PARKING SPACES: One hundred seven (107).



           -------------------                         ----------------
           Landlord's Initials                         Tenants Initials


           -------------------                         ----------------
                  Date                                       Date


                                       ii

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                         STANDARD FORM TRIPLE NET LEASE
                                TABLE OF CONTENTS

SECTION                              TITLE                                  PAGE
-------                              -----                                  ----

1.  Premises..............................................................    1

    1.1  Premises.........................................................    1
    1.2  Landlord's Reservation of Rights.................................    1
    1.3  Tenant's Share...................................................    1

2.  Term..................................................................    1

    2.1  Term; Notice of Lease Dates......................................    1
    2.2  Estimated Commencement Date......................................    1
    2.3  Early Occupancy..................................................    1
    2.4  Delivery of Possession...........................................    1

3.  Rent..................................................................    2

    3.1  Basic Rent.......................................................    2
    3.2  Additional Rent..................................................    2
    3.3  Late Payments....................................................    2
    3.4  Triple-Net Lease.................................................    2

4.  Security Deposit......................................................    2

5.  Common Area; Operating Expenses.......................................    2

    5.1  Definition of Common Area........................................    2
    5.2  Maintenance and Use of Common Area...............................    2
    5.3  Control of and Changes to Common Area............................    3
    5.4  Operating Expenses...............................................    3
    5.5  Tenant's Monthly Operating Expense Charge........................    3
    5.6  Estimate Statement...............................................    3
    5.7  Actual Statement.................................................    4
    5.8  Audit............................................................    4
    5.9  Miscellaneous....................................................    4

6.  Taxes.................................................................    4

    6.1  Real Property Taxes..............................................    4
    6.2  Personal Property Taxes..........................................    5

7.  Utilities and Services................................................    5

    7.1  Water and Air Conditioning.......................................    5
    7.2  Other Utilities and Services.....................................    5

8.  Use...................................................................    6

    8.1  General..........................................................    6
    8.2  Parking..........................................................    6
    8.3  Signs, Awnings and Canopies......................................    6
    8.4  Hazardous Materials..............................................    6
    8.5  Refuse and Sewage................................................    7
    8.6  Extraordinary Services...........................................    7
    8.7  Inspections......................................................    7

9.  Condition of Premises; Repair Obligations.............................    8

    9.1  Condition of Premises............................................    8
    9.2  Landlord's Repair Obligations....................................    8
    9.3  Tenant's Repair Obligations......................................    8

10. Alterations...........................................................    8

    10.1 Tenant Changes; Conditions.......................................    8
    10.2 Removal of Tenant Changes and Tenant Improvements................    9
    10.3 Removal of Personal Property.....................................    9
    10.4 Tenant's Failure to Remove.......................................    9

11. Liens.................................................................    9


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SECTION                              TITLE                                  PAGE
-------                              -----                                  ----

12. Tenant's Insurance.....................................................   9

    12.1 Types of Insurance................................................   9
    12.2 Requirements......................................................  10
    12.3 Effect on Insurance...............................................  10

13. Landlord's Insurance...................................................  10

14. Waivers of Subrogation.................................................  10

    14.1 Mutual Waiver of Parties..........................................  10
    14.2 Waiver of Insurers................................................  11

15. Indemnification and Exculpation........................................  11

    15.1 Tenant's Assumption of Risk and Waiver............................  11
    15.2 Tenant's Indemnification of Landlord..............................  11
    15.3 Survival; No Release of Insurers..................................  11

16. Damage or Destruction..................................................  11

    16.1 Landlord's Rights and Obligations.................................  11
    16.2 Tenant's Costs and Insurance Proceeds.............................  11
    16.3 Abatement of Rent.................................................  12
    16.4 Inability to Complete.............................................  12
    16.5 Damage to the Project.............................................  12
    16.6 Damage Near End of Term...........................................  12
    16.7 Waiver of Termination Right.......................................  12

17. Eminent Domain.........................................................  12

    17.1 Substantial Taking................................................  12
    17.2 Partial Taking; Abatement of Rent.................................  12
    17.3 Condemnation Award................................................  12
    17.4 Temporary Taking..................................................  13
    17.5 Waiver of Termination Right.......................................  13

18. Assignment and Subletting..............................................  13

    18.1 Restriction on Transfer...........................................  13
    18.2 Transfer Notice...................................................  13
    18.3 Landlord's Options................................................  13
    18.4 Additional Conditions.............................................  13

19. Tenant's Default and Landlord's Remedies...............................  14

    19.1 Tenant's Default..................................................  14
    19.2 Landlord's Remedies; Termination..................................  14
    19.3 Landlord's Remedies; Re-Entry Rights..............................  14
    19.4 Landlord's Remedies; Continuation of Lease........................  14
    19.5 Landlord's Right to Perform.......................................  15
    19.6 Interest..........................................................  15
    19.7 Late Charges......................................................  15
    19.8 Security Interest.................................................  15
    19.9 Rights and Remedies Cumulative....................................  15
    19.10 Waiver of Jury Trial.............................................  15

20. Landlord's Default.....................................................  15

21. Subordination..........................................................  16

22. Estoppel Certificate...................................................  16

    22.1 Tenant's Obligations..............................................  16
    22.2 Tenant's Failure to Deliver.......................................  16

23. Financial Statements. .................................................  16

24. Project Planning.......................................................  16


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SECTION                              TITLE                                  PAGE
-------                              -----                                  ----

25. Modification and Cure Rights of Landlord's Mortgagees and Lessors.....   17

    25.1 Modifications....................................................   17
    25.2 Cure Rights......................................................   17

26. Quiet Enjoyment.......................................................   17

27. Entry by Landlord.....................................................   17

28. Transfer of Landlord's Interest.......................................   17

29. Limitation on Landlord's Liability....................................   17

30. Payments and Notices..................................................   17

31. End of Term...........................................................   18

    31.1 Surrender of Premises............................................   18
    31.2 Holding Over.....................................................   18
    31.3 No Effect on Landlord's Rights...................................   18

32. Miscellaneous.........................................................   18

    32.1 Governing Law....................................................   18
    32.2 No Merger........................................................   18
    32.3 Waiver...........................................................   18
    32.4 Terms and Headings...............................................   18
    32.5 Time.............................................................   18
    32.6 Prior Agreements; Amendments.....................................   18
    32.7 Separability.....................................................   19
    32.8 Exhibits and Riders..............................................   19
    32.9 Accord and Satisfaction..........................................   19
    32.10 No Partnership..................................................   19
    32.11 Successors and Assigns..........................................   19
    32.12 Professional Fees...............................................   19
    32.13 Force Majeure...................................................   19
    32.14 Nondisclosure of Lease Terms....................................   19
    32.15 Nondiscrimination...............................................   19
    32.16 Brokers.........................................................   20
    32.17 Recording.......................................................   20

33. Lease Execution.......................................................   20

    33.1  Counterparts....................................................   20
    33.2  Tenant's Authority..............................................   20
    33.3  Joint and Several Liability.....................................   20
    33.4  Guaranty........................................................   20
    33.5  No Option.......................................................   20

EXHIBITS

Exhibit "A"  Project Site Plan
Exhibit "B"  Floor Plan
Exhibit "C"  Work Letter Agreement
Exhibit "D"  Sample Form of Notice of Lease Term Dates
Exhibit "E"  Rules and Regulations
Exhibit "F"  Sample Form of Tenant Estoppel Certificate
Exhibit "G"  Sign Criteria
Exhibit "H"  Tenant Environmental Questionnaire
Exhibit "I"  Tenant Improvement Standards
Exhibit "J"  Intentionally Omitted/Not Applicable
Exhibit "K"  Standards for Utilities and Services
Exhibit "L"  Form of Letter of Credit
Exhibit "M"  Depiction of Location of Parapet Sign/ Entry Wall Sign
Exhibit "N"  Depiction of Location of Portion of Premises Tenant Intends
               to Sublet

RIDERS

Rider No. 1  Additional Provisions Rider
Rider No. 2  Extension Option Rider


                                       iii

<PAGE>   7
                                TRIPLE NET LEASE

This TRIPLE NET LEASE ("LEASE"), which includes the preceding Summary of Basic
Lease Information and Definitions ("SUMMARY"') attached to and incorporated in
this Lease by this reference, is made as of September __, 2000, by and between
ALISO VIEJO TOWN CENTER CORPORATE PARK LLC, a California limited liability
company ("LANDLORD"), and Freerealtime.com, Inc., a Delaware corporation
("TENANT"). Landlord and Tenant are sometimes referred to collectively in this
Lease as the "PARTIES" and individually as a "PARTY."

1. PREMISES.

1.1 PREMISES. Landlord hereby leases to Tenant and Tenant hereby leases from
Landlord the Premises upon and subject to the terms, covenants and conditions
contained in this Lease to be performed by each Party.

1.2 LANDLORD'S RESERVATION OF RIGHTS. Provided Tenant's use of and access to the
Premises is not interfered with in an unreasonable manner, Landlord reserves the
right from time to time to install, use, maintain, repair, replace and relocate
pipes, ducts, conduits, wires and appurtenant meters and equipment above the
ceiling surfaces, below the floor surfaces and within the walls of the Building
and the Premises.

1.3 TENANT'S SHARE. "TENANT'S SHARE" means that portion of an Operating Expense
(defined in Section 5.4 below) determined by multiplying the cost of such item
by a fraction, the numerator of which is the total Rentable Square Feet of the
Premises and the denominator of which is the total Rentable Square Feet of all
of the floor area, as of the date on which the computation is made, including
the Premises, to be charged with such Operating Expense. As used in this Lease,
"RENTABLE SQUARE FEET" with respect to the Premises, the Building and the
Project means the Rentable Square Feet specified on the Summary for each of the
Premises, the Building and the Project, respectively. From time to time at
Landlord's option, Landlord's architect may determine and redetermine the actual
rentable square footage of the Premises and other building(s) in question, and
thereupon Tenant's Share will be adjusted accordingly.

2. TERM.

2.1 TERM; NOTICE OF LEASE DATES. The Term of this Lease shall be for the period
designated in Section 1.8 of the Summary commencing on the Commencement Date and
ending on the expiration of such period, unless the Term is sooner terminated or
extended as provided in this Lease. Notwithstanding the foregoing, if the
Commencement Date falls on any day other than the first day of a calendar month,
the term of this Lease will be measured from the first day of the month
following the month in which the Commencement Date occurs. As used in this
Lease, "LEASE YEAR" means the twelve month period commencing on the first day of
the calendar month following the month in which the Lease Term commences, and
each subsequent twelve month period during the Lease Term. Within ten (10) days
after Landlord's written request, Tenant shall execute a written confirmation of
the Commencement Date and expiration date of the Term in the form of the Notice
of Lease Dates attached as EXHIBIT "D." The Notice of Lease Term Dates shall be
binding upon Tenant unless Tenant objects thereto in writing within such ten
(10) day period.

2.2 ESTIMATED COMMENCEMENT DATE. The Parties estimate that the Term of this
Lease will commence on the Estimated Commencement Date set forth in Section 1.7
of the Summary. The Estimated Commencement Date is merely an estimate of the
Commencement Date. Tenant agrees that Landlord shall have no liability to Tenant
for any loss or damage, nor shall Tenant be entitled to terminate or cancel this
Lease if the Term of this Lease does not commence by the Estimated Commencement
Date for any reason whatsoever, including any delays in substantial completion
of the Tenant Improvements.

2.3 EARLY OCCUPANCY. If Tenant occupies the Premises prior to the Commencement
Date for the purpose of completing Tenant's Work or for any other purpose with
Landlord's prior written consent, such early occupancy shall be subject to all
of the terms and conditions of this Lease, including, without limitation, the
provisions of Sections 12, 14 and 15 except that Tenant will not be obligated to
pay rent during the period of such early occupancy so long as Tenant does not
commence the operation of business from the Premises. Tenant shall provide
Landlord with prior notice of any such intended early occupancy and shall
cooperate with Landlord during the period of any such early occupancy so as not
to interfere with Landlord in the completion of Landlord's Work.

2.4 DELIVERY OF POSSESSION. Landlord will deliver possession of the Premises to
Tenant in its current "as-is" condition with the addition of only those items of
work described on EXHIBIT "C" which are to be substantially completed by
Landlord on or before the Estimated Commencement Date. If, for any reason not
caused by Tenant, Landlord cannot deliver possession of the Premises to Tenant
on the Estimated Commencement Date, this Lease will not be void or voidable, nor
will Landlord be liable to Tenant for any loss or damage resulting from such
delay. If the delay in possession is caused by Tenant, then the Term and
Tenant's obligation to pay rent will commence as of the date the Commencement
Date would have occurred but for Tenant's delay, even though Tenant does not yet
have possession. Notwithstanding the foregoing, Landlord will not be obligated
to deliver possession of the Premises to Tenant (but Tenant will be liable for
rent if Landlord can otherwise deliver the Premises to Tenant) until Landlord
has received from Tenant all of the following: (i) a copy of this Lease fully
executed by Tenant and the guaranty of Tenant's obligations under this Lease, if
any, executed by the Guarantor(s); (ii) the Security Deposit and the first
installment of Monthly Basic Rent; and (iii) copies of policies of insurance or
certificates thereof as required under Section 12 of this Lease.

                                        1
<PAGE>   8

3. RENT.

3.1 BASIC RENT. Tenant shall pay Landlord, as basic rent for the Premises, the
Annual Basic Rent designated in Section 1.9 of the Summary. The Annual Basic
Rent shall be paid by Tenant in twelve (12) equal monthly installments of
Monthly Basic Rent in the amounts designated in Section 1.9 of the Summary in
advance on the first day of each and every calendar month during the Term,
except that the first full month's Monthly Basic Rent shall be paid upon
execution of this Lease by Tenant. Monthly Basic Rent for any partial month
shall be prorated in the proportion that the number of days this Lease is in
effect during such month bears to thirty (30).

3.2 ADDITIONAL RENT. All amounts and charges payable by Tenant under this Lease
in addition to the Annual Basic Rent described in Section 3.1 above shall be
considered additional rent for the purposes of this Lease. The word "RENT" in
this Lease shall include such additional rent unless the context specifically or
clearly implies that only the Annual Basic Rent is referenced. The Annual Basic
Rent and additional rent shall be paid to Landlord as provided in Section 30,
without any prior demand and without any deduction or offset, in lawful money of
the United States of America.

3.3 LATE PAYMENTS. Late payments of Monthly Basic Rent or any item of additional
rent will be subject to interest and a late charge as provided below.

3.4 TRIPLE-NET LEASE. All rent shall be absolutely net to Landlord so that this
Lease shall yield net to Landlord, the rent to be paid each month during the
Term of this Lease. Accordingly, except as specifically set forth in this Lease,
all costs, expenses and obligations of every kind or nature whatsoever relating
to the Premises, and Tenant's Share of all costs, expenses and obligations of
every kind or nature whatsoever relating to the remaining portion of the
Project, which may arise or become due during the Term of this Lease shall be
paid by Tenant. Nothing in this Lease shall be deemed to require Tenant to pay
or discharge any liens or mortgages of any character whatsoever which may exist
or hereafter be placed upon the Project by an affirmative act or omission of
Landlord.

4. SECURITY DEPOSIT. Concurrently with the execution of this Lease, Tenant shall
deposit with Landlord the Security Deposit designated in Section 1.10 of the
Summary. Landlord shall hold the Security Deposit as security for the full and
faithful performance by Tenant of all of the terms, covenants and conditions of
this Lease to be performed by Tenant during the Term. The Security Deposit is
not, and may not be construed by Tenant to constitute, rent for the last month
or any portion of it. If Tenant defaults with respect to any of its obligations
under this Lease, Landlord may, but shall not be required to, use, apply or
retain all or any part of the Security Deposit for the payment of any rent or
any other sum in default, or for the payment of any other amount, loss or damage
which Landlord may spend, incur or suffer by reason of Tenant's default. If any
portion of the Security Deposit is so used or applied, Tenant shall, within ten
(10) days after demand, deposit cash with Landlord in an amount sufficient to
restore the Security Deposit to its original amount. Landlord shall not be
required to keep the Security Deposit separate from its general funds. If Tenant
fully and faithfully performs every provision of this Lease to be performed by
it, the Security Deposit or any balance of it shall be returned to Tenant within
two (2) weeks following the expiration of the Term, provided that Landlord may
retain the Security Deposit until such time as any amount due from Tenant in
accordance with Section 5 has been determined and paid in full. If Landlord
sells its interest in the Building during the Term and deposits with the
purchaser the Security Deposit or balance of it then, upon such sale, Landlord
shall be discharged from any further liability with respect to the Security
Deposit.

5. COMMON AREA; OPERATING EXPENSES.

5.1 DEFINITION OF COMMON AREA. The term "COMMON AREA," as used in this Lease
means all areas and the improvements thereon within the exterior boundaries of
the Project now or later made available for the general use of Landlord, Tenant
and other persons entitled to occupy floor area in the Project and their
customers, including, without limitation, the parking facilities of the Project,
loading and unloading areas, trash areas, roadways, sidewalks, walkways,
parkways, driveways, landscaped areas, and similar areas and facilities situated
within the Project which are not reserved for the exclusive use of any Project
occupants and the exterior surfaces and roofs of all buildings (including the
Building) located within the Project. Without limiting this definition, Landlord
may include in the Common Area those portions of the Project presently or later
sold or leased to purchasers or tenants, as the case may be, until the
commencement of construction of the buildings thereon, at which time there shall
be withdrawn from the Common Area those areas not provided by such owner or
lessee for common use. Common Area shall not include (i) the entryway to a
tenant's premises, (ii) any improvements installed by a tenant outside of its
premises, whether with or without Landlord's knowledge or consent, or (iii) any
areas or facilities that are included in the description of premises leased to a
tenant. Landlord reserves the right to record for the Project a Declaration of
Covenants, Conditions and Restrictions and Reservation of Easements for Town
Center Corporate Park ("DECLARATION"), and to form an association (the
"ASSOCIATION") pursuant to the Declaration, so long as such Declaration does not
materially alter any of Tenant's rights or obligations under this Lease.

5.2 MAINTENANCE AND USE OF COMMON AREA. The manner in which the Common Area
shall be maintained shall be solely determined by Landlord. If any owner or
tenant of any portion of the Project maintains Common Area located upon its
parcel or demised premises (Landlord shall have the right in its sole discretion
to allow any purchaser or tenant to so maintain Common Area located upon its
parcel or demised premises and to be excluded from participation in the payment
of Operating Expenses as provided below), Landlord shall not have any
responsibility for the maintenance of that portion of the Common Area and Tenant
shall have no claims against Landlord arising out of any failure of such owner
or tenant to so maintain its portion of the Common Area. The use and occupancy
by Tenant of the Premises shall include the right to use the Common Area (except
areas used in the maintenance or operation of the Project), in common with
Landlord and other tenants of the Project and their customers and invitees,
subject to (i) any covenants, conditions and restrictions now or hereafter of
record, and (ii) such reasonable, nondiscriminatory rules and regulations
concerning the Project as may be established by Landlord or the Association from
time to time including, without limitation, the Rules and Regulations attached
hereto as EXHIBIT "E." Tenant shall promptly comply with all such rules and
regulations and any reasonable, nondiscriminatory amendments to them upon
receipt of written notice from Landlord.

                                        2

<PAGE>   9

5.3 CONTROL OF AND CHANGES TO COMMON AREA. Landlord shall have the sole and
exclusive control of the Common Area, as well as the right to make reasonable
changes to the Common Area. Provided Landlord does not materially interfere with
Tenant's use of and access to the Premises, Landlord's rights shall include, but
not be limited to, the right to (a) restrain the use of the Common Area by
unauthorized persons; (b) cause Tenant to remove or restrain persons from any
unauthorized use of the Common Area if they are using the Common Area by reason
of Tenant's presence in the Project; (c) utilize from time to time any portion
of the Common Area for promotional, entertainment, and related matters; (d)
temporarily close any portion of the Common Area for repairs, improvements or
alterations, to discourage non-customer use, to prevent public dedication or an
easement by prescription from arising, or for any other reason deemed
appropriate in Landlord's judgment; and (e) reasonably change the shape and size
of the Common Area, add, eliminate or change the location of improvements to the
Common Area, including, without limitation, buildings, lighting, parking areas,
landscaped areas, roadways, walkways, drive aisles and curb cuts.

5.4 OPERATING EXPENSES. Throughout the Term of this Lease, commencing on the
Commencement Date, Tenant shall pay Landlord as additional rent in accordance
with the terms of this Section 5, Tenant's Share of Operating Expenses for the
taxes and insurance for the Building and the Project and for all costs and
expenses for the operation, maintenance, repair and replacement of the Building
and the Project including, without limitation: (i) any form of real property
tax, assessment, license fee, license tax, business license fee, permit fee,
inspection fee, commercial rental tax, levy, charge, improvement bond or similar
imposition of any kind or nature imposed by any authority having the direct
power to tax, including any city, county, state or federal government, or any
school, agricultural, lighting, drainage or other improvement or special
assessment district thereof; (ii) any and all assessments under any covenants,
conditions and restrictions affecting the Project, including without limitation
assessments levied by the Community Association as provided in the Community
Declaration, and by the Pacific Park Association as provided in the Pacific Park
Declaration; (iii) water, sewer and other utility charges, to the extent not
separately metered, including without limitation any costs or expenses incurred
in connection with a change in the Electric Service Provider or Alternate
Service Provider pursuant to Section 7 of this Lease; (iv) costs of insurance
obtained by Landlord pursuant to Section 13 of this Lease; (v) waste disposal;
(vi) janitorial services for the common area; (vii) security; (viii) labor; (ix)
management costs including, without limitation: (A) wages, salaries, fringe
benefits (and payroll taxes and similar charges ) of property management
employees, and (B) management office rental, supplies, equipment and related
operating expenses and commercially reasonable management and administrative
fees; (x) supplies, materials, equipment and tools including rental of personal
property; (xi) repair and maintenance of the structural portions of the
buildings within the Project, including the plumbing, heating, ventilating,
air-conditioning and electrical systems installed or furnished by Landlord (if
such repair and maintenance are Landlord's responsibility under Section 9.2
below); (xii) maintenance, sweeping, lighting, repairs, resurfacing, and upkeep
of all parking and other Common Areas; (xiii) amortization on a straight line
basis over the useful life (together with interest at the Interest Rate on the
unamortized balance) of all capitalized expenditures which are: (A) reasonably
intended to produce a reduction in operating charges or energy consumption; or
(B) required under any governmental law or regulation that was not applicable to
the Project at the time it was originally constructed; or (C) for replacement or
restoration of any Project equipment and improvements needed to operate or
maintain the Project at the same quality levels as prior to the replacement or
restoration; (xiv) gardening and landscaping; (xv) maintenance of signs (other
than signs of tenants of the Project); (xvi) personal property taxes levied on
or attributable to personal property used in connection with the Common Areas;
(xvii) reasonable accounting, audit, verification, environmental, insurance,
tax, legal and other consulting fees; (xviii) any other costs and expenses of
repairs, maintenance, painting, lighting, cleaning, and similar items, including
appropriate reserves; (xix) costs associated with the procurement and
maintenance of air conditioning, heating and ventilation service agreements;
(xx) procurement and maintenance of an intrabuilding network cable network
tenant information system for common use of all tenants within the Project, and
any other installation, maintenance, repair and replacement costs associated
with such lines; and (xxi) any expense incurred pursuant to Sections 5.2, 7,
8.2, 9.2 and 13 (collectively, the "OPERATING EXPENSES"). The foregoing list
constitutes a nonexclusive list of costs and expenses Landlord may incur for the
operation, maintenance, repair and replacement of the Building and the Project.
The fact that an item is included in this list does not imply that any
particular item or service will be provided by Landlord or that Landlord is
obligated to incur any particular expense or provide any particular service.

5.5 TENANT'S MONTHLY OPERATING EXPENSE CHARGE. From and after the Commencement
Date, Tenant shall pay to Landlord, on the first day of each calendar month
during the Term of this Lease, Tenant's Share of an amount estimated by Landlord
to be the monthly Operating Expenses for the Project for that month ("TENANT'S
MONTHLY OPERATING EXPENSE CHARGE").

5.6 ESTIMATE STATEMENT. Prior to the Commencement Date and on or about January 1
of each subsequent calendar year during the Term, Landlord will endeavor to
deliver to Tenant a statement ("ESTIMATE STATEMENT") wherein Landlord will
estimate both the Operating Expenses and Tenant's Monthly Operating Expense
Charge for the then current calendar year. Concurrently with the regular monthly
rent payment next due following the receipt of each such Estimate Statement,
Tenant shall pay to Landlord an amount equal to one monthly installment of
Tenant's estimated Monthly Operating Expense Charge (less any applicable
Operating Expenses already paid) multiplied by the number of months from
January, in the current calendar year, to the month of such rent payment next
due, all months inclusive. If at any time during the Term of this Lease Landlord
reasonably determines that Tenant's Share of Operating Expenses for the current
calendar year will be greater than the amount set forth in the then current
Estimate Statement, Landlord may issue a revised Estimate Statement. Within ten
(10) days after delivery of the revised Estimate Statement, Tenant shall pay to
Landlord the difference between the amount owed by Tenant under such revised
Estimate Statement and the amount owed by Tenant under the original Estimate
Statement for the portion of the then current calendar year which has expired.
Thereafter Tenant shall pay Tenant's


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<PAGE>   10


Monthly Operating Expense Charge based on such revised Estimate Statement until
Tenant receives the next calendar year's Estimate Statement or a new revised
Estimate Statement for the current calendar year.

5.7 ACTUAL STATEMENT. By March 31 of each calendar year during the Term,
Landlord shall deliver to Tenant a statement ("ACTUAL STATEMENT") which states
Tenant's Share of the actual Operating Expenses for the preceding calendar year.
If the Actual Statement reveals that Tenant's Share of the actual Operating
Expenses is more than the total Additional Rent paid by Tenant for Operating
Expenses on account of the preceding calendar year, Tenant shall pay Landlord
the difference in a lump sum within ten (10) days of receipt of the Actual
Statement. If the Actual Statement reveals that Tenant's Share of the actual
Operating Expenses is less than the Additional Rent paid by Tenant for Operating
Expenses on account of the preceding calendar year, Landlord will credit any
overpayment first, toward any delinquencies in Tenant's obligations under this
Lease then outstanding, and second, toward the next monthly installment or
installments of Tenant's Share of the Operating Expenses due under this Lease
provided, however, that Landlord may withhold from such credit an amount which,
in Landlord's reasonable determination, is equal to Tenant's Share of any
anticipated but unassessed Real Property Taxes.

5.8 AUDIT. Landlord agrees that it will maintain complete and accurate records
of all costs, expenses and disbursements paid or incurred by Landlord, its
employees, agents and contracts, with respect to the Operating Expenses in
accordance with generally accepted accounting principles, consistently applied.
Provided Tenant is not then in default of this Lease, Tenant shall have the
right to have Tenant's financial officer or a certified public accountant audit
Landlord's Operating Expenses, subject to the terms and conditions hereof. In no
event, however, shall such auditor be compensated by Tenant on a "contingency"
basis, or on any other basis tied to the results of the audit. Tenant shall give
notice to Landlord of Tenant's intent to audit within sixty (60) days following
delivery of the Actual Statement for each calendar year. Following at least ten
(10) business days notice to Landlord, such audit shall be conducted at a
mutually agreeable time during normal business hours at the office of Landlord
or its management agent where the records are maintained. Landlord shall make
such records available to Tenant's employees and agents for inspection during
normal business hours. Tenant's employees and agents shall be entitled to make
photostatic copies of such records, provided Tenant bears the expense of such
copying and further provided that Tenant keeps such copies in a confidential
manner and does not discuss, display or distribute such copies to any other
third party. If Tenant's audit determines that actual Operating Expenses have
been overstated by more than four percent (4%), then subject to Landlord's right
to review and contest the audit results, Landlord shall reimburse Tenant for the
reasonable out-of-pocket costs of such audit. Tenant's Monthly Basic Rent shall
be appropriately adjusted to reflect any overstatement in Operating Expenses.

All of the information obtained by Tenant and its auditor in connection with
such audit, as well as any compromise, settlement or adjustment reached between
Landlord and Tenant as a result of the Audit shall be held in strict confidence
and, except as may be required pursuant to litigation, shall not be disclosed to
any third party, directly or indirectly, by Tenant or its auditor or any of
their officers, agents or employees. Landlord may require Tenant's auditor to
execute a separate confidentiality agreement affirming the foregoing as a
condition precedent to any audit.

5.9 MISCELLANEOUS. Any delay or failure by Landlord in delivering any Estimate
Statement or Actual Statement pursuant to this Section 5 will not constitute a
waiver of its right to require an increase in additional rent for Operating
Expenses nor will it relieve Tenant of its obligations pursuant to this Section
5, except that Tenant will not be obligated to make any payments based on such
Estimate Statement or Actual Statement until ten (10) days after receipt of such
Estimate Statement or Actual Statement. If Tenant does not object to any
Estimate Statement or Actual Statement within thirty (30) days after Tenant
receives any such statement, such statement will be deemed final and binding on
Tenant and any future claims to the contrary shall be barred. Even though the
Term has expired and Tenant has vacated the Premises, when the final
determination is made of Tenant's Share of the actual Operating Expenses for the
year in which this Lease terminates, Tenant shall promptly pay any increase due
over the estimated expenses paid and, conversely, any overpayment made in the
event said expenses decrease shall promptly be rebated by Landlord to Tenant.
Such obligation will be a continuing one which will survive the expiration or
termination of this Lease. Prior to the expiration or sooner termination of the
Lease Term and Landlord's acceptance of Tenant's surrender of the Premises,
Landlord will have the right to estimate the actual Operating Expenses for the
then current Lease Year and to collect from Tenant prior to Tenant's surrender
of the Premises, Tenant's Share of any excess of such actual Operating Expenses
over the estimated Operating Expenses paid by Tenant in such Lease Year.

6. TAXES.

6.1 REAL PROPERTY TAXES. Tenant shall pay Tenant's Share of all general and
special real property taxes, assessments (including, without limitation, change
in ownership taxes or assessments), liens, bond obligations, license fees or
taxes and any similar impositions in lieu of other impositions now or previously
within the definition of real property taxes or assessments (collectively, "REAL
PROPERTY TAXES") which may be levied or assessed by any lawful authority against
the Project applicable to the period from the Commencement Date until the
expiration or sooner termination of this Lease. Notwithstanding the foregoing
provisions, if the Real Property Taxes are not levied and assessed against the
entire Project by means of a single tax bill (i.e., if the Premises is included
in a larger parcel for purposes of levying and assessing the Real Property
Taxes), then the Real Property Taxes levied against the Premises shall be deemed
to be the sum of (i) the portion of the Real Property Taxes levied against the
improvements on the larger parcel multiplied by a fraction, the numerator of
which is the Rentable Square Feet of the Building and the denominator of which
is the Rentable Square Feet of all buildings (including without limitation the
Building) located on the larger parcel, plus (ii) the portion of the Real
Property Taxes levied against the land in the larger parcel multiplied by a
fraction, the numerator of which is the land area of the Land and the
denominator of which is the land area of the larger parcel. Tenant shall pay
Tenant's Share of all Real Property Taxes which may


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<PAGE>   11

be levied or assessed by any lawful authority against the land and improvements
of the separate tax parcel on which the Building containing the Premises is
located.

All Real Property Taxes for the tax year in which the Commencement Date occurs
and for the tax year in which this Lease terminates shall be apportioned and
adjusted so that Tenant shall not be responsible for any Real Property Taxes for
a period of time occurring prior to the Commencement Date or subsequent to the
expiration of the Term.

The amount to be paid pursuant to the provisions of this Section 6.1 shall be
paid monthly in advance as part of Tenant's Monthly Operating Expense Charge as
estimated by Landlord based on the most recent tax bills and estimates of
reappraised values (if reappraisal is to occur), commencing with the month (or
partial month on a prorated basis if such be the case) that the Commencement
Date occurs. Landlord may elect, by written notice to Tenant, to require Tenant
to (i) pay Tenant's Share of Real Property Taxes directly to the taxing
authority (in which case such payment shall be made by Tenant at least ten (10)
days prior to delinquency), or (ii) reimburse Landlord for Tenant's Share of
Real Property Taxes (in which case such payment shall be made by Tenant within
ten (10) days after Landlord's delivery of an invoice to Tenant). The initial
estimated monthly charge for Tenant's Share of Real Property Taxes is included
in the Monthly Operating Expense Charge as provided in Section 5.

If at any time during the Term under the laws of the United States, or the
state, county, municipality or any political subdivision in which the Project is
located, a tax or excise on rent or any other tax however described is levied or
assessed by any such political body against Landlord on account of rent payable
to Landlord or any tax based on or measured by expenditures made by Tenant on
behalf of Landlord, such tax or excise shall be considered "REAL PROPERTY TAXES"
for purposes of this Section 6.1, and shall be payable in full by Tenant. At
Landlord's option, such taxes or excises shall be payable monthly in advance on
an estimated basis as provided in this Section 6.1 or shall be payable within
ten (10) days after Landlord's delivery of the tax bill to Tenant.

6.2 PERSONAL PROPERTY TAXES. Tenant shall be liable for, and shall pay before
delinquency, all taxes and assessments, real and personal, levied against (a)
any personal property or trade fixtures placed by Tenant in or about the
Premises (including any increase in the assessed value of the Premises based
upon the value of any such personal property or trade fixtures); and (b) any
Tenant Improvements or alterations in the Premises, whether installed or paid
for by Landlord or Tenant. If any such taxes or assessments are levied against
Landlord or Landlord's property, Landlord may, after written notice to Tenant
(and under proper protest if requested by Tenant) pay such taxes and
assessments, and Tenant shall reimburse Landlord therefor within ten (10)
business days after demand by Landlord; provided, however, Tenant, at its sole
cost and expense, shall have the right, with Landlord's cooperation, to bring
suit in any court of competent jurisdiction to recover the amount of any such
taxes and assessments so paid under protest.

7. UTILITIES AND SERVICES.

7.1 WATER AND AIR CONDITIONING. All charges for (i) water and (ii) air
conditioning used, consumed or provided in, furnished to or attributable to the
Premises during usual and customary hours of the Building as published from time
to time by Landlord ("BUILDING HOURS") in accordance with the Standards for
Utilities and Services described in the attached EXHIBIT "K" shall be included
in Operating Expenses. All charges for any HVAC services outside Building Hours
or for water or HVAC in excess of the Standards for Utilities and Services
described in the attached EXHIBIT "K" shall be billed to and paid by Tenant at
Landlord's customary rates published from time to time.

7.2 OTHER UTILITIES AND SERVICES. Tenant shall be solely responsible for and
shall promptly pay all charges for heat, gas, electricity or any other utility
used, consumed or provided in, furnished to or attributable to the Premises at
the rates charged by the supplying utility companies and/or Landlord. If any
utilities or services are not separately metered or assessed to Tenant, Landlord
shall make a reasonable determination of Tenant's proportionate share of the
cost of such utilities and services and Tenant shall pay such amount to
Landlord, as an item of additional rent, within ten (10) days after receipt of
Landlord's statement or invoice. Alternatively, Landlord may elect to include
such cost in the definition of Operating Expenses in which event Tenant shall
pay Tenant's Share of such costs in the manner set forth in Section 5. Should
Landlord elect to supply any or all of such utilities, Tenant shall purchase and
pay for the same as additional rent as apportioned by Landlord. The rate to be
charged by Landlord to Tenant shall not exceed the rate charged to Landlord by
any supplying utility. Tenant shall reimburse Landlord within ten (10) days of
billing for fixture charges and/or water tariffs, if applicable, which are
charged to Landlord by local utility companies. Landlord will notify Tenant of
this charge as soon as it becomes known. This charge will increase or decrease
with current charges being levied against Landlord, the Premises or the Building
by the local utility company, and will be due as additional rent. In no event
shall Landlord be liable for any interruption or failure in the supply of any
such utility services to Tenant. Landlord has advised Tenant that presently
Southern California Edison ("ELECTRIC SERVICE PROVIDER") is the utility company
currently selected by Landlord to provide electric service for the Premises.
Landlord shall have the right at any time and from time to time during the Term
to either contract for service from a different company or companies providing
electric service (each such company shall hereinafter be referred to as an
"ALTERNATE SERVICE PROVIDER") or to continue to contract for service from the
Electric Service Provider. Tenant shall cooperate with Landlord, the Electric
Service Provider and any Alternate Service Provider at all times and, as
reasonably necessary and without charge, Tenant shall allow Landlord, Electric
Service Provider and any Alternate Service Provider reasonable access to or
through the Premises and the Premises' electric lines, feeders, risers, wiring
and any other related machinery necessary to provide electrical services. Tenant
has the right to contract for telephone, Internet, broadband or other
telecommunications services for Tenant's own use only but Tenant shall not
resell or distribute, directly or indirectly, any such services to any other
occupant of the Project. If Tenant breaches this covenant, Tenant acknowledges
that damages would be an inadequate remedy for Landlord; therefore, Landlord
shall be entitled, in any such event, to seek injunctive relief against Tenant
in addition to any other remedies Landlord may have at law or in equity.


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<PAGE>   12

8. USE.

8.1 GENERAL. Tenant shall use the Premises solely for the Permitted Use
specified in Section 1.11 of the Summary, and shall not use or permit the
Premises to be used for any other use or purpose whatsoever. Landlord and Tenant
agree that any contrary use shall be deemed to cause material and irreparable
harm to Landlord and shall entitle Landlord to injunctive relief in addition to
any other available remedy. Tenant shall observe and comply with all the
provisions of the Declaration and the "Rules and Regulations" attached as
EXHIBIT "E," and all reasonable nondiscriminatory modifications of them and
additions to them from time to time put into effect and furnished to Tenant by
Landlord. Landlord shall endeavor to enforce the Rules and Regulations, but
shall have no liability to Tenant for the violation or nonperformance by any
other tenant or occupant of the Project of any such Rules and Regulations.
Tenant shall, at its sole cost and expense, observe and comply with all
requirements of any board of fire underwriters or similar body relating to the
Premises, and all laws, statutes, codes, rules and regulations now or hereafter
in force relating to or affecting the use, occupancy, alteration or improvement,
whether structural or nonstructural, of the Premises, including, without
limitation, the provisions of Title III of the Americans with Disabilities Act
of 1990 as it pertains to Tenant's use, occupancy, improvement and alteration of
the Premises. Tenant shall not use or allow the Premises to be used (a) in
violation of the Declaration or any other recorded covenants, conditions and
restrictions affecting the Project or of any law or governmental rule or
regulation, or of any certificate of occupancy issued for the Premises or the
Building, or (b) for any improper, immoral, unlawful or reasonably objectionable
purpose. Tenant shall not do or permit to be done anything which will obstruct
or interfere with the rights of other tenants or occupants of the Project, or
injure or annoy them. Tenant shall not cause, maintain or permit any nuisance
in, on or about the Premises, the Building or the Project, nor commit or suffer
to be committed any waste in, on or about the Premises. Tenant and Tenant's
employees and agents shall not solicit business in the Common Area, nor shall
Tenant distribute any handbills or other advertising matter in the Common Area.
Tenant shall have no right to conduct any auction in, on or about the Premises,
the Building or the Project.

8.2 PARKING. Tenant and its employees shall park their vehicles only in those
portions of the Common Area from time to time designated for such purpose by
Landlord. The use of the parking area shall be subject to the Parking Rules and
Regulations attached as EXHIBIT "E" and any other reasonable, nondiscriminatory
rules and regulations adopted by Landlord from time to time. Tenant shall be
responsible for ensuring that its employees comply with all the provisions of
this Section and such other parking rules and regulations as may be adopted and
implemented by Landlord from time to time. Tenant shall not use more parking
spaces than the number indicated as the Maximum Vehicle Parking Spaces on the
Summary of Basic Lease Information and Definitions.

8.3 SIGNS, AWNINGS AND CANOPIES. Without Landlord's prior written consent,
Tenant will not place or suffer to be placed or maintained (i) any sign,
display, decoration, lettering or other advertising materials (collectively,
"SIGNS"), awning or canopy on the roof, on any exterior door, wall or window, or
within 48 inches of any window, of the Premises, (ii) any Sign on the glass of
any window or door of the Premises, or which would be visible from the exterior
of the Building, or (iii) any Sign in any location in, on or about the Project
or the Building (including without limitation any identification Sign in the
lobby of the Building). The size, design, graphics, material, style, color and
other physical aspects of any permitted Sign, awning or canopy shall be subject
to Landlord's written approval prior to installation (which approval may be
withheld in Landlord's sole discretion), any covenants, conditions or
restrictions encumbering the Premises, Landlord's signage program for the
Project, if any, as in effect from time to time and approved by applicable
governmental authorities, a copy of which is attached to this Lease as EXHIBIT
"G" ("SIGN CRITERIA"), and any applicable municipal or other governmental
permits and approvals. Tenant shall at Tenant's sole cost and expense maintain
any such Sign, awning or canopy as may be approved by Landlord in good condition
and repair at all times. Upon the expiration or earlier termination of this
Lease, Tenant shall (a) remove all Signs, awnings and canopies and (b) repair
any damage to the Building, the Premises or the Project resulting from such
removal all at Tenant's sole cost and expense. If Tenant fails to maintain any
approved Sign, awning or canopy, Landlord may do so and Tenant shall reimburse
Landlord for such cost plus a twenty percent (20%) overhead fee. If Tenant
installs any Sign, awning or canopy without Landlord's prior written consent, or
if Tenant fails to remove any such items at the expiration or earlier
termination of this Lease, Landlord may have such items removed and stored and
may repair any damage to the Building, the Premises or the Project at Tenant's
expense without further notice to Tenant. The removal, repair and storage costs
shall bear interest until paid at the maximum nonusurious rate allowed by law.

8.4 HAZARDOUS MATERIALS.

(a) As used in this Lease, the term "HAZARDOUS MATERIALS" means and includes (i)
any hazardous or toxic materials, substances or wastes as now or hereafter
designated under any law, statute, ordinance, rule, regulation, order or ruling
of any agency of the State, the United States Government or any local
governmental authority, including without limitation asbestos, petroleum,
petroleum hydrocarbons and petroleum based products, urea formaldehyde foam
insulation, polychlorinated biphenyls, and freon and other chlorofluorocarbons,
and (ii) any substance or matter which is in excess of permitted levels set
forth in any federal, California or local law or regulation pertaining to any
hazardous or toxic substance, material or waste.

(b) Tenant shall not cause or permit any Hazardous Materials to be brought upon,
stored, used, handled, generated, released or disposed of on, in, under or about
the Premises, the Building, the Common Areas or any other portion of the Project
by Tenant, its agents, employees, subtenants, assignees, licensees, contractors
or invitees (collectively, the "TENANT PARTIES"), without the prior written
consent of Landlord, which consent Landlord may withhold in its sole and
absolute discretion. Notwithstanding the foregoing, Tenant shall have the right,
without obtaining prior written consent of Landlord, to utilize within the
Premises ordinary and general office supplies such as copier toner, liquid
paper, glue, ink and common household cleaning materials (some or all of which
may constitute "Hazardous Materials" as defined in this Lease), provided that
(A) Tenant shall maintain such products in their original retail packaging,
shall follow all instructions on such packaging with respect to the storage, use
and disposal of such

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<PAGE>   13

products, and shall otherwise comply with all applicable laws with respect to
such products and (B) all of the other terms and provisions of this Section 8.4
shall apply with respect to the use and disposal of all such products. In
addition, concurrently with the execution of this Lease, Tenant shall complete
and deliver to Landlord an Environmental Questionnaire in the form of EXHIBIT
"H." Upon Landlord's request, Tenant shall disclose to Landlord in writing the
names and amounts of all Hazardous Materials which were used, generated, stored,
released or disposed of on, under or about the Premises and shall deliver to
Landlord complete and legible copies of all documents reasonably requested by
Landlord which relate to the use, generation, storage, release or disposal of
Hazardous Materials at the Premises. Landlord may, in its sole discretion, place
such conditions as Landlord deems appropriate with respect to any such Hazardous
Materials, and may further require that Tenant demonstrate that such Hazardous
Materials will be generated, stored, used and disposed of in a manner that
complies with all applicable laws and regulations pertaining thereto and with
good business practices. Landlord my utilize an environmental consultant to
assist in determining conditions of approval in connection with the use,
generation, storage, release or disposal of any Hazardous Materials by Tenant on
or about the Premises or to conduct periodic inspections of the use, generation,
storage, release or disposal of Hazardous Materials by Tenant, and Tenant shall
upon Landlord's demand reimburse Landlord for any costs and expenses Landlord
incurs in connection therewith. Upon the expiration or earlier termination of
this Lease, Tenant shall promptly remove from the Premises, the Building and the
Project, at its sole cost and expense, any and all Hazardous Materials,
including any equipment or systems containing Hazardous Materials which are
installed, brought upon, stored, used, generated or released upon, in, under or
about the Premises, the Building or the Project or any portion of it by Tenant
or any of the Tenant Parties. If Tenant fails to perform any obligation to
perform under this Section and such failure continues for ten (10) after
Tenant's receipt of written notice from Landlord, Landlord may, without waiving
or releasing Tenant from any of Tenant's obligations, perform such obligation on
behalf of Tenant. All sums so paid by Landlord and all necessary incidental
costs incurred by Landlord in performing such obligations shall be payable by
Tenant to Landlord within five (5) days after demand therefor as additional
rent.

(c) To the fullest extent permitted by law, Tenant shall promptly indemnify,
protect, defend and hold harmless Landlord and Landlord's partners, officers,
directors, employees, agents, successors and assigns (collectively, the
"LANDLORD INDEMNIFIED PARTIES") from and against any and all claims, damages,
judgments, suits, causes of action, losses, liabilities, penalties, fines,
expenses and costs (including, without limitation, clean-up, removal,
remediation and restoration costs, sums paid in settlement of claims, attorneys'
fees, consultant fees and expert fees and court costs) which arise or result
from the presence of Hazardous Materials on, in, under or about the Premises,
the Building or any other portion of the Project and which are caused or
permitted by Tenant or any of the Tenant Parties. Tenant shall promptly notify
Landlord of any release of Hazardous Materials in the Premises, the Building or
any other portion of the Project which Tenant becomes aware of during the Term,
whether caused by Tenant or any other persons or entities. In the event of any
release of Hazardous Materials caused or permitted by Tenant or any of the
Tenant Parties, Landlord shall have the right, but not the obligation, to cause
Tenant to immediately take all steps Landlord deems necessary or appropriate to
remediate such release and prevent any similar future release to the
satisfaction of Landlord and Landlord's mortgagees. At all times during the
Term, Landlord will have the right, but not the obligation, to enter upon the
Premises to inspect, investigate, sample and monitor the Premises to determine
if Tenant is in compliance with the terms of this Lease regarding Hazardous
Materials. The provisions of this Section 8.4 will survive the expiration or
earlier termination of this Lease.

8.5 REFUSE AND SEWAGE. Tenant shall not keep any trash, garbage, waste or other
refuse on the Premises except in sanitary containers and shall regularly and
frequently remove same from the Premises. Tenant shall keep all containers or
other equipment used for storage of such materials in a clean and sanitary
condition. Tenant shall properly dispose of all sanitary sewage and shall not
use the sewage disposal system for the disposal of anything except sanitary
sewage. Tenant shall keep the sewage disposal system free of all obstructions
and in good operating condition. If the volume of Tenant's trash becomes
excessive in Landlord's judgment, Landlord shall have the right to charge Tenant
for additional trash disposal services or to require that Tenant contract
directly for additional trash disposal services at Tenant's sole cost and
expense.

8.6 EXTRAORDINARY SERVICES. If Landlord incurs Operating Expenses or other costs
for any increase in services provided to or for the benefit of Tenant above
those services normally provided by Landlord to the other tenants in the Project
and such increased services or costs result from any act, conduct, extraordinary
use or special request by Tenant or its employees or customers, Tenant shall
reimburse Landlord for the costs of such extraordinary services within thirty
(30) days after Landlord delivers to Tenant written invoice for such
extraordinary services. By way of example only, if Tenant requests or if
Tenant's business operation should require extraordinary security services,
lighting, cleaning or repair, Landlord may bill such extraordinary services
directly to Tenant as provided in this Section 8.6 and Tenant shall reimburse
Landlord as provided in this Section. Tenant hereby acknowledges that Landlord
shall have no obligation whatsoever to provide guard service or other security
measures for the benefit of the Premises or the Project. Tenant assumes all
responsibility for the protection of Tenant, its agents, invitees and property
from acts of third parties.

8.7 INSPECTIONS. Landlord shall, as part of the Operating Expenses, retain a
licensed, bonded professional HVAC service ("HVAC CONTRACT") to perform
customary inspections of mechanical systems serving the Premises at reasonable
intervals (but not less than once each calendar quarter) and shall promptly
cause any corrective work recommended by such service to be performed. Landlord
shall, as part of the Operating Expenses, retain a licensed, bonded professional
fire protection system maintenance service ("FIRE SYSTEM CONTRACT") to perform
customary inspections and maintenance of fire systems serving the Premises at
reasonable intervals (but not less than once each calendar quarter) and shall
promptly cause any corrective work recommended by such service to be performed.


                                       7


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9. CONDITION OF PREMISES; REPAIR OBLIGATIONS.

9.1 CONDITION OF PREMISES. Tenant acknowledges that, except as otherwise
expressly set forth in this Lease, neither Landlord nor any agent of Landlord
has made any representation or warranty with respect to the Premises, the
Building or the Project or their condition, or with respect to the suitability
thereof for the conduct of Tenant's business. The taking of possession of the
Premises by Tenant shall conclusively establish that the Project, the Premises,
the Tenant Improvements, the Building and the Common Areas were at such time
complete and in good, sanitary and satisfactory condition and repair with all
work required to be performed by Landlord, if any, pursuant to EXHIBIT "C"
completed and without any obligation on Landlord's part to make any alterations,
upgrades or improvements thereto.

9.2 LANDLORD'S REPAIR OBLIGATIONS. Subject to Section 9.3 and Article 16,
Landlord shall provide service, maintenance and repair with respect to any air
conditioning, ventilating or heating equipment which serves the Premises and
shall maintain in good repair the roof, foundations, footings, the exterior
surfaces of the exterior walls of the Building, and the structural, electrical
and mechanical systems, except that Tenant at its expense shall make all repairs
which Landlord deems reasonably necessary as a result of the act or negligence
of Tenant, its agents, employees, invitees, subtenants or contractors. Landlord
shall have the right to employ or designate any reputable person or firm,
including any employee or agent of Landlord or any of Landlord's affiliates or
divisions (provided any fees payable to such employee or agent shall not exceed
market competitive rates), to perform any service, repair or maintenance
function. Landlord need not make any other improvements or repairs except as
specifically required under this Lease, and nothing contained in this Section
shall limit Landlord's right to reimbursement from Tenant for maintenance,
repair costs and replacement costs as provided elsewhere in this Lease. Tenant
understands that it shall not make repairs at Landlord's expense or by rental
offset and waives the right to make repairs at Landlord's expense under any law,
statute or ordinance now or hereafter in effect (including the provisions of
California Civil Code Section 1942 and any successive sections or statutes of a
similar nature). Tenant further understands that Landlord shall not be required
to make any repairs to the roof, foundations, footings, structural, electrical
or mechanical systems unless and until Tenant has notified Landlord in writing
of the need for such repair, or unless or until Landlord otherwise obtains
actual knowledge of the need for such repair, and Landlord shall have a
reasonable period of time thereafter to commence and complete said repair, if
warranted. All costs of any maintenance and repairs on the part of Landlord
provided hereunder shall be considered part of Operating Expenses.

9.3 TENANT'S REPAIR OBLIGATIONS. Tenant shall at its sole expense shall comply
with all applicable laws and governmental regulations governing the Premises and
make all repairs necessary to keep the Premises in the condition as existed on
the Commencement Date (or on any later date that the improvements may have been
installed), including without limitation all glass, windows, doors, door
closures, hardware, fixtures, electrical, plumbing, fire extinguisher equipment
and other equipment. Any damage or deterioration of the Premises shall not be
deemed ordinary wear and tear if the same could have been prevented by good
maintenance practices by Tenant. As part of its maintenance obligations under
this Lease, Tenant shall, at Landlord's request, provide Landlord with copies of
all maintenance schedules, reports and notices prepared by, for or on behalf of
Tenant. All repairs shall be at least equal in quality to the original work,
shall be made only by a licensed contractor approved in writing in advance by
Landlord and shall be made only at the time or times approved by Landlord. Any
contractor utilized by Tenant shall be subject to Landlord's standard
commercially reasonable requirements for contractors, as modified from time to
time. Landlord may impose reasonable restrictions and requirements with respect
to repairs, as provided in Section 10.1, and the provisions of Section 11 shall
apply to all repairs. In the event of Tenant's failure to make required repairs
or perform required maintenance following Landlord's notice and the expiration
of the applicable cure period, Landlord may elect to make any such repair on
behalf of Tenant and at Tenant's expense, and Tenant shall promptly reimburse
Landlord for all costs incurred upon submission of an invoice.

10. ALTERATIONS.

10.1 TENANT CHANGES; CONDITIONS.

(a) Tenant shall not make any alterations, additions, improvements or
decorations to the Premises (collectively, "TENANT CHANGES," and individually, a
"TENANT CHANGE") unless Tenant first obtains Landlord's prior written approval,
which approval Landlord shall not unreasonably withhold. Landlord may impose, as
a condition to its consent, any requirements that Landlord in its discretion may
deem reasonable or desirable, including without limitation a requirement that
all work be covered by a lien and completion bond satisfactory to Landlord and
requirements as to the manner, time and contractor for performance of the work.
Notwithstanding the foregoing, Landlord's prior approval shall not be required
for any Tenant Change which satisfies all of the following conditions (a
"PRE-APPROVED CHANGE"): (i) the costs of such Tenant Change does not exceed
Seven Thousand Five Hundred Dollars ($7,500.00) individually; (ii) the Tenant
Change complies with the Tenant Improvement Standards attached to this Lease as
EXHIBIT "I;" (iii) Tenant delivers to Landlord final plans, specifications and
working drawings for such Tenant Change at least twenty (20) business days prior
to commencement of the work; (iv) the Tenant Change does not affect the
mechanical, electrical, plumbing or life safety systems of the Premises, the
roof or structural components of the Premises or the exterior of the Premises;
and (v) Tenant and such Tenant Change otherwise satisfy all other conditions set
forth in this Section 10.1. Upon completion of any Tenant Change, whether or not
Landlord's approval of such Tenant Change is required under this Lease, Tenant
shall furnish Landlord a complete set of "as built" plans for such Tenant
Changes.

(b) All Tenant Changes shall be performed: (i) in accordance with the approved
plans, specifications and working drawings; (ii) lien-free and in a good and
workmanlike manner; (iii) in compliance with all laws, rules and regulations of
all governmental agencies and authorities including, without limitation, the
provisions of Title III of the Americans with Disabilities Act of 1990; (iv) in
such a manner so as not to unreasonably interfere with the occupancy of any
other tenant in the Building or any other building located within the Project,
nor impose any additional expense upon nor delay Landlord in the maintenance and
operation of the Building or any other building located within the Project; and
(v) at such times, in such manner and subject to such rules and regulations as
Landlord may from time to time reasonably designate.

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<PAGE>   15

(c) Throughout the performance of the Tenant Changes, Tenant shall obtain, or
cause its contractors to obtain, workers compensation insurance and commercial
general liability insurance in compliance with the provisions of Section 12 of
this Lease.

10.2 REMOVAL OF TENANT CHANGES AND TENANT IMPROVEMENTS. All Tenant Changes and
the initial Tenant Improvements in the Premises (whether installed or paid for
by Landlord or Tenant), shall become the property of Landlord and shall remain
upon and be surrendered with the Premises at the end of the Term of this Lease;
provided, however, Landlord may, by written notice delivered to on or before the
expiration of the Lease Term (or upon any sooner termination of this Lease)
identify those items of the Tenant Changes which Landlord shall require Tenant
to remove at the end of the Term of this Lease. If Landlord requires Tenant to
remove any such Tenant Changes, Tenant shall, at its sole cost, remove the
identified items on or before the expiration or sooner termination of this Lease
and repair any damage to the Premises caused by such removal.

10.3 REMOVAL OF PERSONAL PROPERTY. All articles of personal property owned by
Tenant or installed by Tenant at its expense in the Premises (including business
and trade fixtures, furniture and movable partitions) shall be, and remain, the
property of Tenant, and shall be removed by Tenant from the Premises, at
Tenant's sole cost and expense, on or before the expiration or sooner
termination of this Lease. Tenant shall repair any damage caused by such
removal. Any such property of Tenant not removed by the expiration or sooner
termination of this Lease shall be deemed abandoned.

10.4 TENANT'S FAILURE TO REMOVE. If Tenant fails to remove by the expiration or
sooner termination of this Lease all of its personal property, or any items of
Tenant Improvements or Tenant Changes identified by Landlord for removal
pursuant to Section 10.2 above, Landlord may (without liability to Tenant for
loss), at Tenant's sole cost and in addition to Landlord's other rights and
remedies under this Lease, at law or in equity: (a) remove and store such items
in accordance with applicable law; and/or (b) upon ten (10) days' prior notice
to Tenant, sell all or any such items at private or public sale for such price
as Landlord may obtain as permitted under applicable law. Landlord shall apply
the proceeds of any such sale to any amounts due to Landlord under this Lease
from Tenant (including Landlord's attorneys' fees and other costs incurred in
the removal, storage and sale of such items), with any remainder to be paid to
Tenant.

11. LIENS. Tenant shall not permit any mechanic's, materialmen's or other liens
to be filed against all or any part of the Project, the Building or the
Premises, nor against Tenant's leasehold interest in the Premises, by reason of
or in connection with any repairs, alterations, improvements or other work
contracted for or undertaken by Tenant or any other act or omission of Tenant or
Tenant's agents, employees, contractors, licensees or invitees. Tenant shall, at
Landlord's request, provide Landlord with enforceable, conditional and final
lien releases (and other reasonable evidence reasonably requested by Landlord to
demonstrate protection from liens) from all persons furnishing labor or
materials with respect to the Premises. Landlord shall have the right at all
reasonable times to post on the Premises and record any notices of
nonresponsibility which it deems necessary for protection from such liens. If
any such liens are filed, Tenant shall, at its sole cost, immediately cause such
lien to be released of record or bonded so that it no longer affects title to
the Project, the Building or the Premises. If Tenant fails to cause such lien to
be so released or bonded within twenty (20) days after filing of such lien,
Landlord may, without waiving its rights and remedies based on such breach, and
without releasing Tenant from any of its obligations, cause such lien to be
released by any means it deems proper, including payment in satisfaction of the
claim giving rise to such lien. Tenant shall pay to Landlord, within five (5)
days after receipt of invoice from Landlord, any sum paid by Landlord to remove
such liens, together with interest at the Interest Rate from the date of such
payment by Landlord.

12. TENANT'S INSURANCE.

12.1 TYPES OF INSURANCE. On or before the earlier of the Commencement Date or
the date Tenant commences or causes to be commenced any work of any type in or
on the Premises pursuant to this Lease, and continuing during the entire Term,
Tenant shall obtain and keep in full force and effect, the following insurance:

(a) All Risk insurance, including fire and extended coverage, sprinkler leakage
(including earthquake sprinkler leakage), vandalism, malicious mischief and
earthquake coverage upon property of every description and kind owned by Tenant
and located in the Premises or the Building, or for which Tenant is legally
liable or installed by or on behalf of Tenant including, without limitation,
furniture, equipment and any other personal property, and any Tenant Changes
(but excluding the initial Tenant Improvements previously existing or installed
in the Premises), in an amount not less then the full replacement cost thereof.
In the event that there shall be a dispute as to the amount which comprises full
replacement cost, the decision of Landlord or the mortgagees of Landlord shall
be presumptive.

(b) Commercial general liability insurance coverage, including personal injury,
bodily injury (including wrongful death), broad form property damage, operations
hazard, owner's protective coverage, contractual liability (including Tenant's
indemnification obligations under this Lease, including Section 15, liquor
liability (if Tenant serves alcohol on the Premises), products and completed
operations liability, and owned/non-owned auto liability, with a general
aggregate of not less than Two Million Dollars ($2,000,000) per occurrence which
shall contain the "Amendment of the Pollution Exclusion Endorsement" for damage
caused by heat, smoke or fumes from a hostile fire. The general, aggregate
amount of such commercial general liability insurance shall be increased every
five (5) years during the Term of this Lease to an amount reasonably required by
Landlord.

(c) Worker's compensation and employees liability insurance, in statutory
amounts and limits.

(d) Loss of income, extra expense and business interruption insurance in such
amounts as will reimburse Tenant for direct or indirect loss of earnings
attributable to all perils commonly insured against by prudent tenants or
attributable to prevention of access to the Premises, to Tenant's parking areas
or to the Building as a result of such perils.

                                       9


<PAGE>   16
(e) Any other form or forms of insurance as Tenant or Landlord or the mortgagees
of Landlord may reasonably require from time to time, in form, amounts and for
insurance risks against which a prudent tenant would protect itself, but only to
the extent such risks and amounts are available in the insurance market at
commercially reasonable costs.

12.2 REQUIREMENTS. Each policy required to be obtained by Tenant hereunder
shall: (a) be issued by insurers authorized to do business in the state in which
the Building is located and rated not less than financial class X, and not less
than policyholder rating A in the most recent version of Best's Key Rating Guide
(provided that, in any event, the same insurance company shall provide the
coverages described in Sections 12.1 (a) and 12.1 (d) above); (b) be in form
reasonably satisfactory from time to time to Landlord; (c) name Tenant as named
insured thereunder and shall name Landlord and, at Landlord's request,
Landlord's mortgagees and ground lessors of which Tenant has been informed in
writing, as additional insureds, all as their respective interests may appear;
(d) shall not have a deductible amount exceeding Five Thousand Dollars
($5,000.00); (e) specifically provide that the insurance afforded by such policy
for the benefit of Landlord and Landlord's mortgagees and ground lessors shall
be primary, and any insurance carried by Landlord or Landlord's mortgagees and
ground lessors shall be excess and non- contributing; (f) except for worker's
compensation insurance, contain an endorsement that the insurer waives its right
to subrogation as described in Section 14 below; and (g) contain an undertaking
by the insurer to notify Landlord (and the mortgagees and ground lessor's of
Landlord who are named as additional insureds) in writing not less than thirty
(30) days prior to any material change, reduction in coverage, cancellation or
other termination thereof. Tenant shall deliver to Landlord, as soon as
practicable after the placing of the required insurance, but in no event later
than ten (10) days after the date Tenant takes possession of all or any part of
the Premises, certificates from the insurance company evidencing the existence
of such insurance and Tenant's compliance with the foregoing provisions of this
Section 12. Tenant shall cause replacement certificates to be delivered to
Landlord not less than thirty (30) days prior to the expiration of any such
policy or policies. If any such initial or replacement certificates are not
furnished within the times specified in this Lease, Tenant shall be deemed to be
in material default under this Lease without the benefit of any additional
notice or cure period provided in Section 19.1 below, and Landlord shall have
the right, but not the obligation, to procure such policies and certificates at
Tenant's expense. In such event Tenant shall reimburse Landlord, within ten (10)
days after written demand therefor, for all reasonable costs incurred by
Landlord thereby, together with interest thereon at the Interest Rate.

12.3 EFFECT ON INSURANCE. Tenant shall not do or permit to be done anything
which will (a) violate or invalidate any insurance policy maintained by Landlord
or Tenant under this Lease, or (b) increase the costs of any insurance policy
maintained by Landlord or the Association with respect to the Building or the
Project. If Tenant's occupancy or conduct of its business in or on the Premises
results in any increase in premiums for any insurance carried by Landlord or the
Association with respect to the Building or the Project, Tenant shall pay such
increase, as applicable, (i) to Landlord as additional rent within ten (10) days
after being billed by Landlord, or (ii) to the Association within ten (10) days
after being billed therefor by the Association. If any insurance coverage
carried by Landlord or the Association with respect to the Building or the
Project shall be canceled or reduced (or cancellation or reduction is
threatened) by reason of the use or occupancy of the Premises by Tenant or by
anyone permitted by Tenant to be upon the Premises, and if Tenant fails to
remedy such condition within five (5) days after notice thereof, Tenant shall be
deemed to be in default under this Lease, without the benefit of any additional
notice or cure period specified in Section 19.1 below, and Landlord shall have
all remedies provided in this Lease, at law or in equity, including, without
limitation, the right (but not the obligation) to enter upon the Premises and
attempt to remedy such condition at Tenant's cost.

13. LANDLORD'S INSURANCE. During the Term, Landlord shall insure the Premises
and the Tenant Improvements initially installed in the Premises pursuant to
EXHIBIT "C" (excluding, however, Tenant's furniture, equipment and other
personal property and Tenant Changes) against damage by fire and standard
extended coverage perils and with vandalism and malicious mischief endorsements,
rental loss coverage, earthquake damage coverage (at Landlord's option), and
such additional coverage (at Landlord's option) as Landlord deems appropriate.
Landlord shall also carry commercial general liability insurance, in such
reasonable amounts and with such reasonable deductibles as would be carried by a
prudent owner of a similar building in California. At Landlord's option, all
such insurance may be carried under any blanket or umbrella policies which
Landlord has in force for other buildings and projects. In addition, at
Landlord's option, Landlord may elect to self-insure all or any part of such
required insurance coverage. Landlord may, but shall not be obligated to, carry
any other form or forms of insurance as Landlord or the mortgagees or ground
lessors of Landlord may reasonably determine is advisable. The cost of insurance
obtained by Landlord pursuant to this Section 13 (including self-insured amounts
and deductibles) shall be included in Operating Expenses.

14. WAIVERS OF SUBROGATION.

14.1 MUTUAL WAIVER OF PARTIES. Landlord and Tenant hereby waive their rights
against each other with respect to any claims or damages or losses which are
caused by or result from (a) damage to property or loss of income insured
against under any insurance policy carried by Landlord or Tenant (as the case
may be) pursuant to the provisions of this Lease and enforceable at the time of
such damage or loss, or (b) damage to property or loss of income which would
have been covered under any insurance required to be obtained and maintained by
Landlord or Tenant (as the case may be) under Sections 12 and 13 of this Lease
(as applicable) had such insurance been obtained and maintained as required. The
foregoing waivers shall be in addition to, and not a limitation of, any other
waivers or releases contained in this Lease.

                                       10
<PAGE>   17

14.2 WAIVER OF INSURERS. Each Party shall cause each property and loss of income
insurance policy required to be obtained by it pursuant to Sections 12 and 13 to
provide that the insurer waives all rights of recovery by way of subrogation
against either Landlord or Tenant, as the case may be, in connection with any
claims, losses and damages covered by such policy. If either Party fails to
maintain property or loss or income insurance required under this Lease, such
insurance shall be deemed to be self-insured with a deemed full waiver of
subrogation as set forth in the immediately preceding sentence.

15. INDEMNIFICATION AND EXCULPATION.

15.1 TENANT'S ASSUMPTION OF RISK AND WAIVER. Except to the extent such matter is
not covered by the insurance required to be maintained by Tenant under this
Lease and such matter is attributable to the gross negligence or willful
misconduct of Landlord, Landlord shall not be liable to Tenant, Tenant's
employees, agents or invitees for: (i) any damage to property of Tenant, or of
others, located in, on or about the Premises, (ii) the loss of or damage to any
property of Tenant or of others by theft or otherwise, (iii) any injury or
damage to persons or property resulting from fire, explosion, falling plaster,
steam, gas, electricity, water, rain or leaks from any part of the Premises or
from the pipes, appliance of plumbing works or from the roof, street or
subsurface or from any other places or by dampness or by any other cause of
whatsoever nature, or (iv) any such damage caused by other tenants or persons in
the Premises, occupants of adjacent property of the Project, or the public, or
caused by operations in construction of any private, public or quasi-public
work. Landlord shall in no event be liable for any consequential damages or loss
of business or profits and Tenant hereby waives any and all claims for any such
damages. All property of Tenant kept or stored on the Premises shall be so kept
or stored at the sole risk of Tenant and Tenant shall hold Landlord harmless
from any claims arising out of damage to the same, including subrogation claims
by Tenant's insurance carriers, unless such damage shall be caused by the gross
negligence or willful misconduct of Landlord. Landlord or its agents shall not
be liable for interference with the light or other intangible rights.

15.2 TENANT'S INDEMNIFICATION OF LANDLORD. Tenant shall be liable for, and shall
indemnify, defend, protect and hold Landlord and Landlord's partners, officers,
directors, employees, agents, successors and assigns (collectively, "LANDLORD
INDEMNIFIED PARTIES") harmless from and against, any and all claims, damages,
judgments, suits, causes of action, losses, liabilities and expenses, including
attorneys, fees and court costs (collectively, "INDEMNIFIED CLAIMS"), arising or
resulting from (a) any act or omission of Tenant or any of Tenant's agents,
employees, contractors, subtenants, assignees, licensees or with respect to acts
or omissions within the Premises only, Tenant's invitees (collectively, "TENANT
PARTIES"); (b) the use of the Premises and Common Areas and conduct of Tenant's
business by Tenant or any Tenant Parties, or any other activity, work or thing
done, permitted or suffered by Tenant or any Tenant Parties, in or about the
Premises, the Building or elsewhere on the Project; and (c) any default by
Tenant of any obligations on Tenant's part to be performed under the terms of
this Lease. In case any action or proceeding is brought against Landlord or any
Landlord Indemnified Parties by reason of any such Indemnified Claims, Tenant,
upon notice from Landlord, shall defend the same at Tenant's expense by counsel
approved in writing by Landlord, which approval shall not be unreasonably
withheld.

15.3 SURVIVAL; NO RELEASE OF INSURERS. Tenant's indemnification obligation under
Section 15.2 shall survive the expiration or earlier termination of this Lease.
Tenant's covenants, agreements and indemnification in Sections 15.1 and 15.2
above are not intended to and shall not relieve any insurance carrier of its
obligations under policies required to be carried by Tenant pursuant to the
provisions of this Lease.

16. DAMAGE OR DESTRUCTION.

16.1 LANDLORD'S RIGHTS AND OBLIGATIONS. In the event the Premises are damaged by
fire or other casualty to an extent not exceeding twenty-five percent (25%) of
the full replacement cost thereof, and Landlord's contractor estimates in a
writing delivered to the parties that the damage is such that the Premises may
be repaired, reconstructed or restored to substantially its condition
immediately prior to such damage within one hundred twenty (120) days from the
date of such casualty, and Landlord will receive insurance proceeds sufficient
to cover the costs of such repairs, reconstruction and restoration (including
proceeds from Tenant or Tenant's insurance which Tenant is required to deliver
to Landlord pursuant to Section 16.2 below), then Landlord shall commence and
proceed diligently with the work of repair, reconstruction and restoration and
this Lease shall continue in full force and effect. If, however, the Premises
are damaged to an extent exceeding twenty-five percent (25%) of the full
replacement cost thereof, or Landlord's contractor estimates that such work of
repair, reconstruction and restoration will require longer than one hundred
twenty (120) days to complete, or Landlord will not receive insurance proceeds
(or proceeds from Tenant, as applicable) sufficient to cover the costs of such
repairs, reconstruction and restoration, then Landlord may elect to either:

(a) repair, reconstruct and restore the portion of the Premises damaged by such
casualty (including the Tenant Improvements and, to the extent of insurance
proceeds received from Tenant, Tenant Changes), in which case this Lease shall
continue in full force and effect; or

(b) terminate this Lease effective as of the date which is thirty (30) days
after Tenant's receipt of Landlord's election to so terminate.

Under any of the conditions of this Section 16.1, Landlord shall give written
notice to Tenant of its intention to repair or terminate within the later of
sixty (60) days after the occurrence of such casualty, or fifteen (15) days
after Landlord's receipt of the estimate from Landlord's contractor.

16.2 TENANT'S COSTS AND INSURANCE PROCEEDS. In the event of any damage or
destruction of all or any part of the Premises, Tenant shall immediately: (a)
notify Landlord thereof, and (b) deliver to Landlord all insurance proceeds
received by Tenant with respect to the Tenant Improvements and Tenant Changes in
the Premises to the extent such items are not covered by Landlord's casualty
insurance obtained by Landlord pursuant to Section 13 below (excluding proceeds
for Tenant's furniture and other personal property), whether or not this Lease
is terminated as permitted in this Section 16. Tenant hereby assigns to Landlord
all rights to receive such insurance

                                       11


<PAGE>   18

proceeds. If, for any reason (including Tenant's failure to obtain insurance for
the full replacement cost of any Tenant Changes which Tenant is required to
insure pursuant to Sections 10.1 and 12.1 (a)), Tenant fails to receive
insurance proceeds covering the full replacement cost of such Tenant Changes
which are damaged, Tenant shall be deemed to have self-insured the replacement
cost of such Tenant Changes, and upon any damage or destruction to such Tenant
Changes, Tenant shall immediately pay to Landlord the full replacement cost of
such items, less any insurance proceeds actually received by Landlord from
Landlord's or Tenant's insurance with respect to such items.

16.3 ABATEMENT OF RENT. If as a result of any such damage, repair,
reconstruction or restoration of the Premises, Tenant is prevented from using,
and does not use, the Premises or any portion of it, then the rent shall be
abated or reduced, as the case may be, during the period that Tenant continues
to be so prevented from using and does not use the Premises or portion of it, in
the proportion that the rentable square feet of the portion of the Premises that
Tenant is prevented from using, and does not use, bears to the total rentable
square feet of the Premises. Notwithstanding the foregoing to the contrary, if
the damage is due to the negligence or willful misconduct of Tenant or any
Tenant Parties, there shall be no abatement of rent. Except for abatement of
rent as provided in this Section 16.3, Tenant shall not be entitled to any
compensation or damages for loss of, or interference with, Tenant's business or
use or access of all or any part of the Premises resulting from any such damage,
repair, reconstruction or restoration.

16.4 INABILITY TO COMPLETE. Notwithstanding anything to the contrary contained
in this Section 16, if Landlord is obligated or elects to repair, reconstruct or
restore the damaged portion of the Premises pursuant to Section 16.1 above, but
is delayed from completing such repair, reconstruction or restoration beyond the
date which is six (6) months after the date estimated by Landlord's contractor
for completion of the repair, reconstruction or restoration pursuant to Section
16.1, by reason of any causes beyond the reasonable control of Landlord
(including, without limitation, any delay due to Force Majeure as defined in
Section 32.13, and delays caused by Tenant or any Tenant Parties), then Landlord
may elect to terminate this Lease upon thirty (30) days' prior written notice to
Tenant.

16.5 DAMAGE TO THE PROJECT. If there is a total destruction of the Project or a
partial destruction of the Project, the cost of restoration of which would
exceed one-third (1/3) of the then replacement value of the Project, by any
cause whatsoever, whether or not insured against and whether or not the Premises
are partially or totally destroyed, Landlord may within a period of one hundred
eighty (180) days after the occurrence of such destruction, notify Tenant in
writing that it elects not to so reconstruct or restore the Project, in which
event this Lease shall cease and terminate as of the date of such destruction.

16.6 DAMAGE NEAR END OF TERM. In addition to its termination rights in Sections
16.1 and 16.4 above, Landlord shall have the right to terminate this Lease if
any damage to the Building or Premises occurs during the last twelve (12) months
of the Term of this Lease.

16.7 WAIVER OF TERMINATION RIGHT. This Lease sets forth the terms and conditions
upon which this Lease may terminate in the event of any damage or destruction.
Accordingly, the Parties hereby waive the provisions of California Civil Code
Section 1932, Subsection 2, and Section 1933, Subsection 4 (and any successor
statutes permitting the Parties to terminate this Lease as a result of any
damage or destruction).

17. EMINENT DOMAIN.

17.1 SUBSTANTIAL TAKING. Subject to the provisions of Section 17.4, in case the
whole of the Premises, or such part of the Premises as shall substantially
interfere with Tenant's use and occupancy of the Premises as reasonably
determined by Landlord, shall be taken for any public or quasi-public purpose by
any lawful power or authority by exercise of the right of appropriation,
condemnation or eminent domain, or sold to prevent such taking, either Party
shall have the right to terminate this Lease effective as of the date possession
is required to be surrendered to said authority.

17.2 PARTIAL TAKING; ABATEMENT OF RENT. In the event of a taking of a portion of
the Premises which does not substantially interfere with the conduct of Tenant's
business, then, except as otherwise provided in the immediately following
sentence, neither Party shall have the right to terminate this Lease and
Landlord shall thereafter proceed to make a functional unit of the remaining
portion of the Premises (but only to the extent Landlord receives proceeds from
the condemning authority), and rent shall be abated with respect to the part of
the Premises which Tenant shall be so deprived on account of such taking.
Notwithstanding the immediately preceding sentence to the contrary, if any part
of the Building or the Project is taken (whether or not such taking
substantially interferes with Tenant's use of the Premises), Landlord may
terminate this Lease upon thirty (30) days' prior written notice to Tenant as
long as Landlord also terminates leases of all other tenants leasing comparably
sized space within the Building for comparable lease terms.

17.3 CONDEMNATION AWARD. Subject to the provisions of Section 17.4, in
connection with any taking of the Premises or the Building, Landlord shall be
entitled to receive the entire amount of any award which may be made or given in
such taking or condemnation, without deduction or apportionment for any estate
or interest of Tenant, it being expressly understood and agreed by Tenant that
no portion of any such award shall be allowed or paid to Tenant for any
so-called bonus or excess value of this Lease, and such bonus or excess value
shall be the sole property of Landlord. Tenant shall not assert any claim
against Landlord or the taking authority for any compensation because of such
taking (including any claim for bonus or excess value of this Lease); provided,
however, if any portion of the Premises is taken, Tenant shall be granted the
right to recover from the condemning authority (but not from Landlord) any
compensation as may be separately awarded or recoverable by Tenant for the
taking of Tenant's furniture, fixtures, equipment and other personal property
within the Premises, for Tenant's relocation expenses, and for any loss of
goodwill or other damage to Tenant's business by reason of such taking.

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<PAGE>   19

17.4 TEMPORARY TAKING. In the event of a taking of the Premises or any part of
it for temporary use, (a) this Lease shall be and remain unaffected thereby and
rent shall not abate, and (b) Tenant shall be entitled to receive for itself
such portion or portions of any award made for such use with respect to the
period of the taking which is within the Term, provided that if such taking
shall remain in force at the expiration or earlier termination of this Lease,
Tenant shall perform its obligations under Section 31 with respect to surrender
of the Premises and shall pay to Landlord the portion of any award which is
attributable to any period of time beyond the Term expiration date. For purpose
of this Section 17.4, a temporary taking shall be defined as a taking for a
period of two hundred seventy (270) days or less.

17.5 WAIVER OF TERMINATION RIGHT. This Lease sets forth the terms and conditions
upon which this Lease may terminate in the event of a taking. Accordingly, the
Parties waive the provisions of the California Code of Civil Procedure Section
1265.130 and any successor or similar statutes permitting the Parties to
terminate this Lease as a result of a taking.

18. ASSIGNMENT AND SUBLETTING.

18.1 RESTRICTION ON TRANSFER. Tenant will not assign this Lease in whole or in
part, nor sublet all or any part of the Premises (collectively and individually,
a "TRANSFER"), without the prior written consent of Landlord, which consent
Landlord will not unreasonably withhold. The consent by Landlord to any Transfer
shall not constitute a waiver of the necessity for such consent to any
subsequent Transfer. This prohibition against Transfers shall be construed to
include a prohibition against any assignment or subletting by operation of law.
If this Lease is Transferred by Tenant, or if the Premises or any part of it are
Transferred or occupied by any person or entity other than Tenant, Landlord may
collect rent from the assignee, subtenant or occupant, and apply the net amount
collected to the rent herein reserved, but no such Transfer, occupancy or
collection shall be deemed a waiver on the part of Landlord, or the acceptance
of the assignee, subtenant or occupant as Tenant, or a release of Tenant from
the further performance by Tenant of covenants on the part of Tenant herein
contained unless expressly made in writing by Landlord. Irrespective of any
Transfer, Tenant shall remain fully liable under this Lease and shall not be
released from performing any of the terms, covenants and conditions of this
Lease. Without limiting in any way Landlord's right to withhold its consent on
any reasonable grounds, it is agreed that Landlord will not be acting
unreasonably in refusing to consent to a Transfer if, in Landlord's opinion, (i)
the net worth or financial capabilities of such assignee or subtenant is less
than that of Tenant at the date of this Lease, (ii) the proposed assignee or
subtenant does not have the financial capability to fulfill the obligations
imposed by the Transfer, (iii) the proposed Transfer involves a change of use of
the Premises from that specified herein, or (iv) the proposed assignee or
subtenant is not, in Landlord's reasonable opinion, of reputable or good
character or consistent with Landlord's desired tenant mix for the Project. Any
proposed assignee or subtenant which Landlord does not disapprove shall be
deemed a "PERMITTED BUSINESS." If Tenant is a corporation, or is an
unincorporated association or partnership, the transfer, assignment or
hypothecation of any stock or interest in such corporation, association or
partnership aggregating in excess of forty-nine percent (49%) shall be deemed an
assignment within the meaning and provisions of this Section 18.1.

18.2 TRANSFER NOTICE. If Tenant desires to effect a Transfer, then at least
thirty (30) days prior to the date when Tenant desires the Transfer to be
effective (the "TRANSFER DATE"), Tenant shall give Landlord a notice (the
"TRANSFER NOTICE"), stating the name, address and business of the proposed
assignee, sublessee or other transferee (sometimes referred to hereinafter as
"TRANSFEREE"), reasonable information (including references) concerning the
character, ownership and financial condition of the proposed Transferee, the
Transfer Date, any ownership or commercial relationship between Tenant and the
proposed Transferee, and the consideration and all other material terms and
conditions of the proposed Transfer, all in such detail as Landlord may
reasonably require.

18.3 LANDLORD'S OPTIONS. Within thirty (30) days of Landlord's receipt of any
Transfer Notice, and any additional information requested by Landlord concerning
the proposed Transferee's financial responsibility, Landlord will notify Tenant
of its election to do one of the following: (i) consent to the proposed Transfer
subject to such reasonable conditions as Landlord may impose in providing such
consent; (ii) refuse such consent, which refusal shall be on reasonable grounds;
or (iii) terminate this Lease as to all or such portion of the Premises which is
proposed to be sublet or assigned and recapture all or such portion of the
Premises for reletting by Landlord.

18.4 ADDITIONAL CONDITIONS. As a condition to Landlord's consent to any
Transfer, Tenant shall deliver to Landlord a true copy of the fully executed
instrument of assignment, sublease, transfer or hypothecation, in form and
substance reasonably satisfactory to Landlord. Tenant shall pay to Landlord, as
additional rent, all sums and other consideration payable to and for the benefit
of Tenant by the Transferee in excess of the rent payable under this Lease for
the same period and portion of the Premises. In calculating excess rent or other
consideration which may be payable to Landlord under this Section, Tenant will
be entitled to deduct commercially reasonable third party brokerage commissions
and attorneys' fees and other amounts reasonably and actually expended by Tenant
in connection with such assignment or subletting if acceptable written evidence
of such expenditures is provided to Landlord. No Transfer will release Tenant of
Tenant's obligations under this Lease or alter the primary liability of Tenant
to pay the rent and to perform all other obligations to be performed by Tenant
under this Lease. Landlord may require that any Transferee remit directly to
Landlord on a monthly basis all monies due Tenant by said Transferee. Consent by
Landlord to one Transfer will not be deemed consent to any subsequent Transfer.
If any Transferee of Tenant or any successor of Tenant defaults in the
performance of any of the terms of this Lease, Landlord may proceed directly
against Tenant without the necessity of exhausting remedies against such
Transferee or successor. If Tenant effects a Transfer or requests the consent of
Landlord to any Transfer (whether or not such Transfer is consummated), then,
upon demand, and as a condition precedent to Landlord's consideration of the
proposed assignment or sublease, Tenant shall pay Landlord a nonrefundable
administrative fee of One Thousand Dollars ($1,000.00), plus Landlord's
reasonable attorneys' fees and costs and other costs incurred by Landlord in
reviewing such proposed assignment or sublease. Notwithstanding any contrary
provision of this Lease, if Tenant or any proposed Transferee claims that
Landlord has unreasonably withheld or delayed its consent to a proposed
Transfer or otherwise has breached its obligations under this Section 18,
Tenant's and such Transferee's only remedy shall be to seek a declaratory
judgment or injunctive relief, and Tenant, on behalf of itself and, to the
extent permitted by law, such proposed Transferee, waives all other remedies
against Landlord, including without limitation, the right to seek monetary
damages or to terminate this Lease.

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<PAGE>   20
19. TENANT'S DEFAULT AND LANDLORD'S REMEDIES.

19.1 TENANT'S DEFAULT. The occurrence of any one or more of the following events
shall constitute a default under this Lease by Tenant:

(a) the vacation or abandonment of the Premises by Tenant. "ABANDONMENT"
includes without limitation any absence by Tenant from the Premises for five (5)
business days or longer while in default of any other provision of this Lease;

(b) the failure by Tenant to make any payment of rent or additional rent or any
other payment required to be made by Tenant under this Lease when due;

(c) the failure by Tenant to observe or perform any of the express or implied
covenants or provisions of this Lease to be observed or performed by Tenant,
other than as specified in Sections 19.1 (a) or (b) above, where such failure
continues for a period of ten (10) days after written notice from Landlord to
Tenant; provided, however, that any such notice shall be in lieu of, and not in
addition to, any notice required under California Code of Civil Procedure,
Section 1161 and provided further that, if the nature of Tenant's default is
such that more than ten (10) days are reasonably required for its cure, then
Tenant shall not be deemed to be in default if Tenant commences such cure within
said ten (10) day period and thereafter diligently prosecute such cure to
completion, which completion shall occur not later than sixty (60) days from the
date of such notice from Landlord; and

(d) (i) the making by Tenant of any general assignment for the benefit of
creditors, (ii) the filing by or against Tenant of a petition to have Tenant
adjudged a bankrupt or a petition for reorganization or arrangement under any
law relating to bankruptcy (unless, in the case of a petition filed against the
Tenant, the same is dismissed within sixty (60) days), (iii) the appointment of
a trustee or receiver to take possession of substantially all of Tenant's assets
located at the Premises or of Tenant's interest in this Lease, where possession
is not restored to Tenant within sixty (60) days, or (iv) the attachment,
execution or other judicial seizure of substantially all of Tenant's assets
located at the Premises or of Tenant's interest in this Lease where such seizure
is not discharged within sixty (60) days.

19.2 LANDLORD'S REMEDIES; TERMINATION. In the event of any such default by
Tenant, in addition to any other remedies available to Landlord under this
Lease, at law or in equity, Landlord shall have the immediate option to
terminate this Lease and all rights of Tenant under this Lease. If Landlord
elects to so terminate this Lease, then Landlord may recover from Tenant:

(a) the worth at the time of award of any unpaid rent which had been earned at
the time of such termination; plus

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

(d) any other amount necessary to compensate Landlord for all the detriment
proximately caused by Tenant's failure to perform its obligations under this
Lease or which, in the ordinary course of things, would be likely to result
therefrom including, but not limited to: unamortized Tenant Improvement costs;
attorneys' fees; unamortized brokers' commissions; the costs of refurbishment,
alterations, renovation and repair of the Premises; and removal (including the
repair of any damage caused by such removal) and storage (or disposal) of
Tenant's personal property, equipment, fixtures, Tenant Changes, Tenant
Improvements and any other items which Tenant is required under this Lease to
remove but does not remove.

As used in Sections 19.2(a) and 19.2(b) above, the 'worth at the time of award'
is computed by allowing interest at the Interest Rate set forth in Section 1.13
of the Summary. As used in Section 19.2(c) above, the "worth at the time of
award" is computed by discounting such amount at the discount rate of the
Federal Reserve Bank of San Francisco at the time of award plus one percent
(1%).

19.3 LANDLORD'S REMEDIES; RE-ENTRY RIGHTS. In the event of any such default by
Tenant, in addition to any other remedies available to Landlord under this
Lease, at law or in equity, Landlord shall also have the right, with or without
terminating this Lease, to re-enter the Premises and remove all persons and
property from the Premises; such property may be removed, stored and disposed of
pursuant to Section 10.4 of this Lease or any other procedures permitted by
applicable law. No re-entry or taking possession of the Premises by Landlord
pursuant to this Section 19.3, and no acceptance of surrender of the Premises or
other action on Landlord's part, shall be construed as an election to terminate
this Lease unless a written notice of such intention be given to Tenant or
unless the termination be decreed by a court of competent jurisdiction.

19.4 LANDLORD'S REMEDIES; CONTINUATION OF LEASE. In the event of any such
default by Tenant, in addition to any other remedies available to Landlord under
this Lease, at law or in equity, Landlord shall have the right to continue this
Lease in full force and effect, whether or not Tenant shall have abandoned the
Premises. The foregoing remedy shall also be available to Landlord pursuant to
California Civil Code Section 1951.4 and any successor statute in the event
Tenant has abandoned the Premises. In the event Landlord elects to continue this
Lease in full force and effect pursuant to this Section 19.4, then Landlord
shall be

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<PAGE>   21
entitled to enforce all of its rights and remedies under this Lease, including
the right to recover rent as it becomes due. Landlord's election not to
terminate this Lease pursuant to this Section 19.4 or pursuant to any other
provision of this Lease, at law or in equity, shall not preclude Landlord from
subsequently electing to terminate this Lease or pursuing any of its other
remedies.

19.5 LANDLORD'S RIGHT TO PERFORM. Except as specifically provided otherwise in
this Lease, all covenants and agreements by Tenant under this Lease shall be
performed by Tenant at Tenant's sole cost and expense and without any abatement
or offset of rent. If Tenant fails to pay any sum of money (other than Annual
Basic Rent) or perform any other act on its part to be paid or performed under
this Lease and such failure continues for three (3) days with respect to
monetary obligations (or ten (10) days with respect to nonmonetary obligations)
after Tenant's receipt of written notice from Landlord, Landlord may, without
waiving or releasing Tenant from any of Tenant's obligations, make such payment
or perform such other act on behalf of Tenant. All sums so paid by Landlord and
all necessary incidental costs incurred by Landlord in performing such other
acts shall be payable by Tenant to Landlord within five (5) days after demand
therefor as additional rent.

19.6 INTEREST. If any monthly installment of Annual Basic Rent, additional rent
or any other amount payable by Tenant under this Lease is not received by
Landlord by the date when due, it shall bear interest at the Interest Rate set
forth in Section 1.13 of the Summary from the date due until paid. All interest,
and any late charges imposed pursuant to Section 19.7 below, shall be considered
additional rent due from Tenant to Landlord under the terms of this Lease.

19.7 LATE CHARGES. Tenant acknowledges that, in addition to interest costs, the
late payments by Tenant to Landlord of any Annual Basic Rent or other sums due
under this Lease will cause Landlord to incur costs not contemplated by this
Lease, the exact amount of such costs being extremely difficult and impractical
to fix. Such other costs include, without limitation, processing, administrative
and accounting charges and late charges that may be imposed on Landlord by the
terms of any mortgage, deed of trust or related loan documents encumbering the
Premises, the Building or the Project. Accordingly, if any monthly installment
of Annual Basic Rent or Operating Expenses or any other amount payable by Tenant
under this Lease is not received by Landlord by the due date, Tenant shall pay
to Landlord an additional sum of ten percent (10%) of the overdue amount as a
late charge, but in no event more than the maximum late charge allowed by law.
The Parties agree that such late charge represents a fair and reasonable
estimate of the costs that Landlord will incur by reason of any late payment,
and the payment of late charges and interest are distinct and separate in that
the payment of interest is to compensate Landlord for the use of Landlord's
money by Tenant, while the payment of late charges is to compensate Landlord for
Landlord's processing, administrative and other costs incurred by Landlord as a
result of Tenant's delinquent payments. Acceptance of a late charge or interest
shall not constitute a waiver of Tenant's default with respect to the overdue
amount or prevent Landlord from exercising any of the other rights and remedies
available to Landlord under this Lease or at law or in equity now or hereafter
in effect.

19.8 SECURITY INTEREST. Tenant hereby grants to Landlord a lien and security
interest on all property of Tenant now or hereafter placed in or upon the
Premises including, but not limited to, all fixtures, machinery, equipment,
furnishings and other articles of personal property, and all proceeds of the
sale or other disposition of such property (collectively, the "COLLATERAL") to
secure the payment of all rent to be paid by Tenant pursuant to this Lease. Such
lien and security interest shall be in addition to any landlord's lien provided
by law. This Lease shall constitute a security agreement under the California
Commercial Code (the "CODE") so that Landlord shall have and may enforce a
security interest in the Collateral. Tenant shall execute as debtor and deliver
such financing statement or statements and any further documents as Landlord may
now or hereafter reasonably request to protect such security interest pursuant
to the Code. Landlord may also at any time file a copy of this Lease as a
financing statement. Landlord, as secured party, shall be entitled to all rights
and remedies afforded as secured party under the Code, which rights and remedies
shall be in addition to Landlord's liens and rights provided by law or by the
other terms and provisions of this Lease.

19.9 RIGHTS AND REMEDIES CUMULATIVE. All rights, options and remedies of
Landlord contained in this Section 19 and elsewhere in this Lease shall be
construed and held to be cumulative, and no one of them shall be exclusive of
the other, and Landlord shall have the right to pursue any one or all of such
remedies or any other remedy or relief which may be provided by law or in
equity, whether or not stated in this Lease. Nothing in this Section 19 shall be
deemed to limit or otherwise affect Tenant's indemnification of Landlord
pursuant to any provision of this Lease.

19.10 WAIVER OF JURY TRIAL. LANDLORD AND TENANT EACH ACKNOWLEDGES THAT IT IS
AWARE OF AND HAS HAD THE ADVICE OF COUNSEL OF ITS CHOICE WITH RESPECT TO ITS
RIGHTS TO TRIAL BY JURY, AND EACH PARTY DOES HEREBY EXPRESSLY AND KNOWINGLY
WAIVE AND RELEASE ALL SUCH RIGHTS TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR
COUNTERCLAIM BROUGHT BY EITHER PARTY HERETO AGAINST THE OTHER (OR AGAINST ITS
OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR SUBSIDIARY OR AFFILIATED ENTITIES) ON
ANY MATTERS WHATSOEVER ARISING OUT OF OR IN ANY WAY CONNECTED WIT THIS LEASE,
TENANT'S USE OR OCCUPANCY OF THE PREMISES, OR ANY CLAIM OF INJURY OR DAMAGE.

20. LANDLORD'S DEFAULT. Landlord shall not be in default in the performance of
any obligation required to be performed by Landlord under this Lease unless
Landlord has failed to perform such obligation within thirty (30) days after the
receipt of written notice from Tenant specifying in detail Landlord's failure to
perform; provided however, that if the nature of Landlord's obligation is such
that more than thirty (30) days are required for its

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<PAGE>   22

performance, then Landlord shall not be deemed in default if it commences such
performance within such thirty (30) day period and thereafter diligently pursues
the same to completion. Upon any such incurred default by Landlord, Tenant may
exercise any of its rights provided in law or at equity; provided, however: (a)
Tenant shall have no right to offset or abate rent in the event of any default
by Landlord under this Lease, except to the extent offset rights are
specifically provided to Tenant in this Lease; (b) Tenant shall have no right to
terminate this Lease; and (c) Tenant's rights and remedies shall be limited to
the extent (i) Tenant has expressly waived in this Lease any of such rights or
remedies or (ii) this Lease otherwise expressly limits Tenant's rights or
remedies, including the limitation on Landlord's liability contained in Section
29.

21. SUBORDINATION. Without the necessity of any additional document being
executed by Tenant for the purpose of effecting a subordination, and at the
election of Landlord or any mortgagee of a mortgage or a beneficiary of a deed
of trust now or hereafter encumbering all or any portion of the Building or the
Project, or any lessor of any ground or master lease now or hereafter affecting
all or any portion of the Building or the Project, this Lease shall be subject
and subordinate at all times to such ground or master leases, and such
extensions and modifications thereto, and to the lien of such mortgages and
deeds of trust, as well as to any advances made thereunder and to all renewals,
replacements, modifications and extensions thereto. Notwithstanding the
foregoing, Landlord shall have the right to subordinate or cause to be
subordinated any or all ground or master leases or the lien of any or all
mortgages or deeds of trust to this Lease. If any ground or master lease
terminates for any reason or any mortgage or deed of trust is foreclosed or a
conveyance in lieu of foreclosure is made for any reason, at the election of
Landlord's successor in interest, Tenant shall attorn to and become the tenant
of such successor. Tenant hereby waives its rights under any current or future
law which gives or purports to give Tenant any right to terminate or otherwise
adversely affect this Lease and the obligations of Tenant under this Lease in
the event of any such foreclosure proceeding or sale. Tenant shall execute and
deliver to Landlord within ten (10) days after receipt of written demand by
Landlord and in the form reasonably required by Landlord, any additional
documents evidencing the priority or subordination of this Lease with respect to
any such ground or master lease or the lien of any such mortgage or deed of
trust. If Tenant fails to sign and return any such documents within said ten
(10) day period, Tenant shall be in default under this Lease without the benefit
of any additional notice or cure periods specified in Section 19.1 above.

22. ESTOPPEL CERTIFICATE.

22.1 TENANT'S OBLIGATIONS. Within ten (10) business days following Landlord's
written request, Tenant shall execute and deliver to Landlord an estoppel
certificate in a form substantially similar to the form of EXHIBIT "F,"
certifying: (a) the Commencement Date of this Lease; (b) that this Lease is
unmodified and in full force and effect (or, if modified, that this Lease is in
full force and effect as modified, and stating the date and nature of such
modifications); (c) the date to which the rent and other sums payable under this
Lease have been paid; (d) that there are not, to the best of Tenant's knowledge,
any defaults under this Lease by either Landlord or Tenant, except as specified
in such certificate; and (e) such other matters as are reasonably requested by
Landlord. Any such estoppel certificate delivered pursuant to this Section 22.1
may be relied upon by any mortgagee, beneficiary, purchaser or prospective
purchaser of any portion of the Project, as well as their assignees.

22.2 TENANT'S FAILURE TO DELIVER. Tenant's failure to deliver such estoppel
certificate within such time shall constitute a default under this Lease without
the applicability of the notice and cure periods specified in Section 19.1 above
and shall be conclusive upon Tenant that: (a) this Lease is in full force and
effect without modification, except as may be represented by Landlord; (b) there
are no uncured defaults in Landlord's or Tenant's performance (other than
Tenant's failure to deliver the estoppel certificate); and (c) not more than one
(1) month's rental has been paid in advance. Tenant shall indemnify, protect,
defend (with counsel reasonably approved by Landlord in writing) and hold
Landlord harmless from and against any and all claims, judgments, suits, causes
of action, damages, losses, liabilities and expenses (including attorneys' fees
and court costs) attributable to any failure by Tenant to timely deliver any
such estoppel certificate to Landlord pursuant to Section 22.1 above.

23. FINANCIAL STATEMENTS. Tenant shall deliver to Landlord, prior to the
execution of this Lease and thereafter at any time upon Landlord's request,
current tax returns and financial statements, including a balance sheet and
profit and loss statement for the most recent prior year, of Tenant and any
guarantor of this Lease (collectively, the "STATEMENTS"). The Statements shall
be prepared in accordance with generally accepted accounting principles and
shall accurately and completely reflect the financial condition of Tenant or
guarantor, as applicable. The Statements shall be certified to be true, accurate
and complete by Tenant or the guarantor, as applicable, if Tenant or the
guarantor is an individual, or by the chief financial officer or general partner
of Tenant or guarantor, as applicable. Landlord agrees that it will keep the
Statements confidential, except that Landlord shall have the right to deliver
the same to any proposed purchaser of the Building or Project, and to any
encumbrancer of all or any portion of the Building or Project.

Tenant acknowledges that Landlord is relying on the Statements in its
determination to enter into this Lease. Tenant represents to Landlord, which
representation shall be deemed made on the date of this Lease and again on the
Commencement Date, that no material change in the financial condition of Tenant,
as reflected in the Statements, has occurred since the date Tenant delivered the
Statements to Landlord. The Statements are represented and warranted by Tenant
to be correct and to accurately and fully reflect Tenant's true financial
condition as of the date of submission by any Statements to Landlord.

24. PROJECT PLANNING. If Landlord requires the Premises for use by another
tenant or for other reasons connected with the Project planning program, then
Landlord shall have the right, upon sixty (60) days' prior written notice to
Tenant, to relocate the Premises to other space in the Building or the Project
of substantially similar size as the Premises, and with tenant improvements of
substantially similar age, quality and layout as then existing in the Premises.
In the event of any such relocation, Landlord shall pay for the cost of
providing such substantially similar tenant improvements (but not any furniture
or personal property), and Landlord shall reimburse Tenant, within

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<PAGE>   23

thirty (30) days after Landlord's receipt of invoices and paid receipts, for the
reasonable moving, telephone installation and stationery reprinting costs
actually paid for by Tenant in connection with such relocation. If Landlord so
relocates Tenant, the terms and conditions of this Lease shall remain in full
force and effect and apply to the new space, except that (a) a revised EXHIBIT
"B" shall become part of this Lease and shall reflect the location of the new
space, (b) the Summary to this Lease shall be amended to include and state all
correct data as to the new space, and (c) such new space shall thereafter be
deemed to be the "PREMISES." Notwithstanding the foregoing provisions of this
Section 24 to the contrary, if the new space contains more rentable square feet
than the original Premises, Tenant shall not be obligated to pay any more Annual
Basic Rent or Operating Expenses than otherwise applicable to the original
Premises. Landlord and Tenant agree to cooperate fully in order to minimize the
inconvenience of Tenant resulting from such relocation.

25. MODIFICATION AND CURE RIGHTS OF LANDLORD'S MORTGAGEES AND LESSORS.

25.1 MODIFICATIONS. If, in connection with Landlord's obtaining or entering into
any financing or ground lease for any portion of the Building or the Project,
the lender or ground lessor shall request modifications to this Lease, Tenant
shall, within ten (10) days after request therefor, execute an amendment to this
Lease including such modifications, provided such modifications are reasonable,
do not increase the obligations of Tenant hereunder, or adversely affect the
leasehold estate created hereby or Tenant's rights hereunder.

25.2 CURE RIGHTS. In the event of any default on the part of Landlord, Tenant
will give notice by registered or certified mail to any beneficiary of a deed of
trust or mortgagee covering the Premises or ground lessor of Landlord whose
address has been furnished to Tenant, and shall offer such beneficiary,
mortgagee or ground lessor a reasonable opportunity to cure the default
(including with respect to any such beneficiary or mortgagee, time to obtain
possession of the Premises, subject to this Lease and Tenant's rights under it,
by power of sale or judicial foreclosure, if such should prove necessary to
effect a cure).

26. QUIET ENJOYMENT. Landlord covenants and agrees with Tenant that, upon Tenant
performing all of the covenants and provisions on Tenant's part to be observed
and performed under this Lease (including payment of rent), Tenant shall and may
peaceably and quietly have, hold and enjoy the Premises in accordance with and
subject to the terms and conditions of this Lease as against all persons
claiming by, through or under Landlord.

27. ENTRY BY LANDLORD. Landlord and its employees and agents shall at all
reasonable times have the right to enter the Premises to inspect the same, to
supply any service required to be provided by Landlord to Tenant under this
Lease, to exhibit the Premises to prospective lenders or purchasers (or during
the last year of the Term, to prospective tenants), to post notices of
nonresponsibility, and to alter, improve or repair the Premises or any other
portion of the Building, all without being deemed guilty of or liable for any
breach of Landlord's covenant of quiet enjoyment or any eviction of Tenant, and
without abatement of rent. In exercising such entry rights, Landlord shall
endeavor to minimize, as reasonably practicable, the interference with Tenant's
business, and shall provide Tenant with reasonable advance written notice of
such entry (except in emergency situations). Landlord shall have the right, at
its option, to retain a key which unlocks all of the doors in the Premises,
excluding Tenant's vaults and safes, and Landlord shall have the right to use
any and all means which Landlord may deem proper to open Tenant's doors in an
emergency in order to obtain entry to the Premises. Any entry to the Premises
obtained by Landlord by any of said means or otherwise shall not under any
circumstances be construed or deemed to be a forcible or unlawful entry into, or
a detainer of, the Premises, or an eviction of Tenant from the Premises or any
portion of the Premises, or grounds for any abatement or reduction of rent and
Landlord shall not have any liability to Tenant for any damages or losses on
account of any such entry by Landlord except, subject to the provisions of
Section 15.1, to the extent of Landlord's gross negligence or willful
misconduct. Landlord may, at its option, elect to include the Premises within a
"master key" system, in which event Tenant must remain on the "master key"
system.

28. TRANSFER OF LANDLORD'S INTEREST. The term "LANDLORD" as used in this Lease,
so far as covenants or obligations on the part of the Landlord are concerned,
shall be limited to mean and include only the owner or owners, at the time in
question, of the fee title to, or a lessee's interest in a ground lease of, the
Project. In the event of any transfer or conveyance of any such title or
interest (other than a transfer for security purposes only), the transferor
shall be automatically relieved of all covenants and obligations on the part of
Landlord contained in this Lease accruing after the date of such transfer or
conveyance. Landlord and Landlord's transferees and assignees shall have the
absolute right to transfer all or any portion of their respective title and
interest in the Project, the Building, the Premises or this Lease without the
consent of Tenant, and such transfer or subsequent transfer shall not be deemed
a violation on Landlord's part of any of the terms and conditions of this Lease.

29. LIMITATION ON LANDLORD'S LIABILITY. Notwithstanding anything contained in
this Lease to the contrary, the obligations of Landlord under this Lease
(including any actual or alleged breach or default by Landlord) do not
constitute personal obligations of the individual partners, directors, officers
or shareholders of Landlord or Landlord's partners, and Tenant shall not seek
recourse against the individual partners, directors, officers or shareholders of
Landlord or Landlord's partners, or any of their personal assets for
satisfaction of any liability with respect to this Lease. In addition, the
liability of Landlord for its obligations under this Lease (including any
liability as a result of any actual or alleged failure, breach or default by
Landlord), shall be limited solely to, and Tenant's and its successors' and
assigns' sole and exclusive remedy shall be against, Landlord's interest in the
Project, and no other assets of Landlord.

30. PAYMENTS AND NOTICES. All rent and other sums payable by Tenant to Landlord
shall be paid to Landlord at the address designated in Section 1.1 of the
Summary, or to such other persons and at such other places as Landlord
designates in writing. Any notice required or permitted to be given under this
Lease must be in writing and must be given either by personal delivery,
including delivery by nationally recognized overnight courier or express mailing
service, by facsimile transmission, or by registered or certified mail, postage
prepaid, return receipt requested, addressed to Tenant at the address designated
in Section 1.2 of the Summary, or to Landlord at the

                                       17


<PAGE>   24

addresses designated in Section 1.1 of the Summary. Notices shall be deemed duly
given (a) when personally delivered; (b) on the date of first attempted delivery
as shown on the return receipt if delivered by overnight courier; (c) when
transmitted as shown by the confirmation receipt, if sent by facsimile, so long
as the facsimile transmission is followed by one of the other means of delivery
required by this Section; or (d) three (3) days after deposited in the United
States registered or certified mail, return receipt request, postage prepaid.
Either Party may, by written notice to the other, specify a different address
for notice purposes.

31. END OF TERM.

31.1 SURRENDER OF PREMISES. Upon the expiration or sooner termination of this
Lease, Tenant shall surrender all keys for the Premises to Landlord, and Tenant
shall deliver exclusive possession of the Premises to Landlord broom clean and
in as good order, condition and repair as when received or as hereafter may be
improved by Landlord or Tenant, reasonable wear and tear excepted, with all of
Tenant's personal property and those items, if any, of Tenant Improvements and
Tenant Changes identified by Landlord pursuant to Section 10.2 removed and all
damage caused by such removal repaired. If for any reason Tenant fails to
surrender the Premises on the expiration or earlier termination of this Lease
with such removal and repair obligations completed, then, in addition to the
provisions of Section 31.3 and Landlord's other rights and remedies, Tenant
shall indemnify, protect, defend (by counsel reasonably approved in writing by
Landlord) and hold Landlord harmless from and against any and all claims,
judgments, suits, causes of action, damages, losses, liabilities and expenses,
including attorneys' fees and court costs, resulting from such failure to
surrender, including without limitation, any claim made by any succeeding tenant
based on Tenant's failure to surrender the Premises. The foregoing indemnity
shall survive the expiration or earlier termination of this Lease.

31.2 HOLDING OVER. If Tenant holds over after the expiration or earlier
termination of the Term, Tenant shall become a tenant at sufferance only, upon
the terms and conditions set forth in this Lease so far as applicable (including
Tenant's obligation to pay all Common Area Expenses and any other additional
rent under this Lease), but at a Monthly Basic Rent equal to: (a) two hundred
percent (200%) of the Monthly Basic Rent applicable to the Premises immediately
prior to the date of such expiration or earlier termination; or (b) two hundred
percent (200%) of the prevailing market rate excluding any rental or other
concessions (as reasonably determined by Landlord) for the Premises in effect on
the date of such expiration or earlier termination. Acceptance by Landlord of
rent after such expiration or earlier termination shall not constitute a consent
to a hold over or result in an extension of this Lease. Tenant shall pay an
entire month's Monthly Basic Rent calculated in accordance with this Section
31.2 for any portion of a month it holds over and remains in possession of the
Premises.

31.3 NO EFFECT ON LANDLORD'S RIGHTS. The foregoing provisions of this Section 31
are in addition to, and do not affect, Landlord's right of re-entry or any other
rights of Landlord under this Lease or otherwise provided at law or in equity.

32. MISCELLANEOUS.

32.1 GOVERNING LAW. This Lease shall be governed by, and construed pursuant to,
the laws of the State of California.

32.2 NO MERGER. The voluntary or other surrender of this Lease by Tenant or a
mutual termination thereof shall not work as a merger and shall, at the option
of Landlord, either (a) terminate all or any existing subleases, or (b) operate
as an assignment to Landlord of Tenant's interest under any or all such
subleases.

32.3 WAIVER. The waiver by either Party of any breach by the other Party of any
term, covenant or condition contained in this Lease shall not be deemed to be a
waiver of any subsequent breach of the same or any other term, covenant and
condition, nor shall any custom or practice which may become established between
the Parties in the administration of the terms of this Lease be deemed a waiver
of, or in any way affect, the right of any Party to insist upon the performance
by the other in strict accordance with said terms. No waiver of any default of
either Party shall be implied from any acceptance by Landlord or delivery by
Tenant (as the case may be) of any rent or other payments due or any omission by
the nondefaulting Party to take any action on account of such default if such
default persists or is repeated, and no express waiver shall affect defaults
other than as specified in said waiver. The subsequent acceptance of rent by
Landlord shall not be deemed to be a waiver of any preceding breach by Tenant of
any term, covenant or condition of this Lease other than the failure of Tenant
to pay the particular rent so accepted, regardless of Landlord's knowledge of
such preceding breach at the time of acceptance of such rent.

32.4 TERMS AND HEADINGS. The words "LANDLORD" and "TENANT" as used in this Lease
shall include the plural as well as the singular. Words used in any gender
include other genders. The Section headings of this Lease are not a part of this
Lease and shall have no effect upon the construction or interpretation of any
part of it. Any deletion of language from this Lease prior to its execution by
Landlord and Tenant shall not be construed to raise any presumption, canon of
construction or implication, including, without limitation, any implication that
the Parties intended thereby to state the converse of the deleted language.

32.5 TIME. Time is of the essence with respect to performance of every provision
of this Lease in which time or performance is a factor. All references in this
Lease to "DAYS" shall mean calendar days unless specifically modified to be
"BUSINESS" days.

32.6 PRIOR AGREEMENTS; AMENDMENTS. This Lease, including the Summary and all
Exhibits and Riders attached to it (i) contains all of the covenants,
provisions, agreements, conditions and understandings between Landlord and
Tenant concerning the Premises and any other matter covered or mentioned in this
Lease, and (ii) supersedes all prior agreements and understanding, oral or
written, express or implied, pertaining to the Premises or any such other
matter. No provision of this Lease may be amended or added to except by an
agreement in writing signed by the Parties or their respective successors in
interest.

                                       18


<PAGE>   25

32.7 SEPARABILITY. The invalidity or unenforceability of any provision of this
Lease (except for Tenant's obligation to pay Annual Basic Rent and additional
rent) shall in no way affect, impair or invalidate any other provision of this
Lease, and such other provisions shall remain valid and in full force and effect
to the fullest extent permitted by law.

32.8 EXHIBITS AND RIDERS. All Exhibits and Riders attached to this Lease are
hereby incorporated in this Lease for all purposes as though set forth at length
herein.

32.9 ACCORD AND SATISFACTION. If, with respect to any payment owed by Tenant to
Landlord hereunder, Tenant pays a lesser amount than the amount herein
stipulated, such payment shall be deemed a payment on account, and Landlord may
accept such payment without prejudice to Landlord's right to recover the balance
of such rent or pursue any other remedy provided in this Lease. No such
acceptance by Landlord or any endorsement or statement on any check or any
letter accompanying shall be deemed an accord and satisfaction. Each of the
foregoing covenants and agreements shall be applicable to any covenant or
agreement either expressly contained in this Lease or imposed by any statute or
at common law.

32.10 NO PARTNERSHIP. Landlord does not, in any way or for any purpose, become a
partner of Tenant in the conduct of its business, or otherwise, or joint
venturer or a member of a joint enterprise with Tenant by reason of this Lease.

32.11 SUCCESSORS AND ASSIGNS. Subject to the provisions of Section 28 above, and
except as otherwise provided in this Lease, all of the covenants, conditions and
provisions of this Lease shall be binding upon, and shall inure to the benefit
of, the Parties and their respective heirs, personal representatives and
permitted successors and assigns; provided, however, no rights shall inure to
the benefit of any Transferee of Tenant unless the Transfer to such Transferee
is made in compliance with the provisions of Section 18, and no options or other
rights which are expressly made personal to the original Tenant or in any rider
attached to this Lease shall be assignable to or exercisable by anyone other
than the original Tenant under this Lease.

32.12 PROFESSIONAL FEES. Tenant shall pay to Landlord, upon demand, all sums
reasonably incurred by Landlord in connection with any event of default by
Tenant under this Lease or holding over of possession by Tenant after expiration
or earlier termination of this Lease, including without limitation all costs,
expenses and fees of accountants, appraisers , attorneys and other
professionals, and any collection agency fees and expenses and other collection
charges. If either Landlord or Tenant brings suit against the other with respect
to this Lease, including for unlawful detainer or any other relief against the
other, then all costs and expenses incurred by the prevailing Party (including,
without limitation, its actual appraisers, accountants', attorneys' and other
professional fees, expenses and court costs), shall be paid by the other Party.

32.13 FORCE MAJEURE. If either Party is delayed or hindered in or prevented from
the performance of any act required under this Lease by reason of strikes,
lock-outs, labor troubles, inability to procure materials, failure of power,
governmental moratorium or other governmental action or inaction (including
failure, refusal or delay in issuing permits, approvals or authorizations),
injunction or court order, riots, insurrection, war, fire, earthquake, flood or
other natural disaster or other reason of a like nature not the fault of the
Party delaying in performing work or doing acts required under the terms of this
Lease (but excluding delays due to financial inability) (collectively, "FORCE
MAJEURE DELAYS"), then performance of such act shall be excused for the period
of the delay and the period for the performance of any such act shall be
extended for a period equivalent to the period of such delay so long as Tenant
delivers written notice describing the Force Majeure Delay within five (5) days
after the occurrence of the event. The provisions of this Section 32.13 shall
not apply to nor operate to excuse Tenant from the payment of Monthly Basic
Rent, Operating Expenses, additional rent or any other payments strictly in
accordance with the terms of this Lease.

32.14 NONDISCLOSURE OF LEASE TERMS. The terms of this Lease are confidential and
constitute proprietary information of Landlord. Disclosure of the terms could
adversely affect the ability of Landlord to negotiate other leases and impair
Landlord's relationship with other tenants. Accordingly, Tenant and its
partners, officers, directors, employees, agents and attorneys shall not
intentionally and voluntarily disclose the terms and conditions of this Lease to
any newspaper or other publication or any other tenant or apparent prospective
tenant of the Building or other portion of the Project, or real estate agent,
either directly or indirectly, without the prior written consent of Landlord,
provided, however, that Tenant may disclose the terms to prospective subtenants
or assignees under this Lease.

32.15 NONDISCRIMINATION. Tenant acknowledges and agrees that there shall be no
discrimination against, or segregation of, any person, group of persons, or
entity on the basis of race, color, creed, religion, age, sex, marital status,
national origin or ancestry in the leasing, subleasing, transferring,
assignment, occupancy, tenure, use or enjoyment of the Premises, or any portion
of it.

                                       19

<PAGE>   26
32.16 BROKERS. Landlord shall be solely responsible for the payment of brokerage
commissions to the brokers stated in Section 1.12 of the Summary (the "BROKERS")
pursuant to a separate agreement between Landlord and the Brokers, and Tenant
shall have no responsibility therefor unless written provision to the contrary
has been made. Each Party represents and warrants to the other, that, to its
knowledge, no other broker, agent or finder (a) negotiated or was instrumental
in negotiating or consummating this Lease on its behalf, and (b) is or might be
entitled to a commission or compensation in connection with this Lease. Tenant
shall indemnify, protect, defend (by counsel reasonably approved in writing by
Landlord) and hold Landlord harmless from and against any and all claims,
judgments, suits, causes of action, damages, losses, liabilities and expenses,
including attorneys' fees and court costs, resulting from any breach by Tenant
of the foregoing representation, including, without limitation, any claims that
may be asserted against Landlord by any broker, agent or finder undisclosed by
Tenant. Landlord shall indemnify, protect, defend (by counsel reasonably
approved in writing by Tenant) and hold Tenant harmless from and against any and
all claims, judgments, suits, causes of action, damages, losses, liabilities and
expenses, including attorneys' fees and court costs, resulting from any breach
by Landlord of the foregoing representation, including, without limitation, any
claims that may be asserted against Tenant by any broker, agent or finder
undisclosed by Landlord. The foregoing indemnities shall survive the expiration
or earlier termination of this Lease.

32.17 RECORDING. Neither Landlord nor Tenant shall record this Lease. In
addition, neither Party shall record a short form memorandum of this Lease
without the prior written consent and signature on the memorandum of the other
Party. If such short form memorandum is recorded in accordance with the
foregoing, (i) the Party requesting the recording shall pay for all costs of or
related to such recording, including, but not limited to, recording charges and
documentary transfer taxes, and (ii) upon expiration or earlier termination of
this Lease, Tenant shall execute in recordable form such instrument as Landlord
may reasonably request to evidence for the public record the termination of this
Lease.

33. LEASE EXECUTION.

33.1 COUNTERPARTS. This Lease may be executed in one or more counterparts, each
of which shall constitute an original and all of which shall be one and the same
agreement.

33.2 TENANT'S AUTHORITY. If Tenant executes this Lease as a partnership or
corporation, then Tenant and the persons and entities executing this Lease on
behalf of Tenant represent and warrant that: (a) Tenant is a duly authorized and
existing partnership or corporation, as the case may be, and is qualified to do
business in California; (b) such persons and entities executing this Lease are
duly authorized to execute and deliver this Lease on Tenant's behalf in
accordance with Tenant's partnership agreement (if Tenant is a partnership), or
a duly adopted resolution of Tenant's board of directors and Tenant's by-laws
(if Tenant is a corporation); and (c) this Lease is binding upon Tenant in
accordance with its terms.

33.3 JOINT AND SEVERAL LIABILITY. If more than one person or entity executes
this Lease as Tenant: (a) each of them is and shall be jointly and severally
liable for the covenants, conditions, provisions and agreements of this Lease to
be kept, observed and performed by Tenant; and (b) the act or signature of, or
notice from or to, any one or more of them with respect to this Lease shall be
binding upon each and all of the persons and entities executing this Lease as
Tenant with the same force and effect as if each and all of them had so acted or
signed or given or received such notice.

33.4 GUARANTY. This Lease is subject to and conditional upon Tenant's delivery
to Landlord, concurrently with Tenant's execution and delivery of this Lease, of
a Guaranty in the form of and upon the terms contained in EXHIBIT "J" and
incorporated herein by this reference, which shall be fully executed by the
Guarantor specified in Section 1.15 of the Summary.

33.5 NO OPTION. The submission of this Lease for examination or execution by
Tenant does not constitute a reservation of or option for the Premises and this
Lease shall not become effective as a Lease until it has been executed by
Landlord and delivered to Tenant.




                         [SIGNATURES ON FOLLOWING PAGE]


                                       20

<PAGE>   27

                      [SIGNATURE PAGE TO TRIPLE NET LEASE]

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

                                               ALISO VIEJO TOWN CENTER CORPORATE
                                                 PARK LLC,
                                               a California limited liability
                                                 company

                                               By: J. F. Shea Co., Inc.,
                                                   a Nevada corporation
                                                   Its Manager

                                               By:
                                                   -----------------------------
                                                   Its:
                                                        ------------------------

                                               By:
                                                   -----------------------------
                                                   Its:
                                                        ------------------------


                                                          "Landlord"


                                               Freerealtime.com, Inc.,
                                                 a Delaware corporation

                                               By:
                                                   -----------------------------
                                                   Its:
                                                        ------------------------

                                               By:
                                                   -----------------------------
                                                   Its:
                                                        ------------------------

                                                          "Tenant"

                                       21

<PAGE>   28

                                   EXHIBIT "A"

                                PROJECT SITE PLAN



<PAGE>   29

                                   EXHIBIT "B"

                                   FLOOR PLAN


<PAGE>   30
                                   EXHIBIT "C"

                              WORK LETTER AGREEMENT
                                   [ALLOWANCE]

THIS WORK LETTER AGREEMENT ("WORK LETTER AGREEMENT") is entered into as of
September ___, 2000, by and between Aliso Viejo Town Center Corporate Park LLC,
a California limited liability company ("LANDLORD"), and Freerealtime.com, Inc.,
a Delaware corporation ("TENANT").

                                    RECITALS:

A.  Concurrently with the execution of this Work Letter Agreement, Landlord and
    Tenant have entered into a lease (the "LEASE") covering certain premises
    (the "PREMISES") more particularly described in EXHIBIT "A" attached to the
    Lease. All terms not defined herein have the same meaning as set forth in
    the Lease. To the extent applicable, the provisions of the Lease are
    incorporated herein by this reference.

B.  In order to induce Tenant to enter into the Lease and in consideration of
    the mutual covenants hereinafter contained, Landlord and Tenant agree as
    follows:

1.  TENANT IMPROVEMENTS. As used in the Lease and this Work Letter Agreement,
the term "TENANT IMPROVEMENTS" or "TENANT IMPROVEMENT WORK" means those items of
general tenant improvement construction shown on the Final Plans (described in
Section 4 below), more particularly described in Section 5 below.

2.  WORK SCHEDULE. Within ten (10) days after the execution of this Lease,
Landlord will deliver to Tenant, for Tenant's review and approval, a schedule
("WORK SCHEDULE") which will set forth the timetable for the planning and
completion of the installation of the Tenant Improvements and the Commencement
Date of the Lease. The Work Schedule will set forth each of the various items of
work to be done or approval to be given by Landlord and Tenant in connection
with the completion of the Tenant Improvements. The Work Schedule will be
submitted to Tenant for its approval, which approval Tenant agrees not to
unreasonably withhold and, once approved by both Landlord and Tenant, the Work
Schedule will become the basis for completing the Tenant Improvements. All plans
and drawings required by this Work Letter Agreement and all work performed
pursuant thereto are to be prepared and performed in accordance with the Work
Schedule. Landlord may, from time to time during construction of the Tenant
Improvements, modify the Work Schedule as Landlord reasonably deems appropriate.
If Tenant fails to approve the Work Schedule, as it may be modified after
discussions between Landlord and Tenant within five (5) business days after the
date the Work Schedule is first received by Tenant, the Work Schedule shall be
deemed to be approved by Tenant as submitted.

3. CONSTRUCTION REPRESENTATIVES. Landlord hereby appoints the following
person(s) as Landlord's representative ("LANDLORD'S REPRESENTATIVE") to act for
Landlord in all matters covered by this Work Letter Agreement: Bradley Pontius;
Lynda Pekar.

Tenant hereby appoints the following person(s) as Tenant's representative
("TENANT'S REPRESENTATIVE") to act for Tenant in all matters covered by this
Work Letter Agreement:

All communications with respect to the matters covered by this Work Letter
Agreement are to made to Landlord's Representative or Tenant's Representative,
as the case may be, in writing in compliance with the notice provisions of the
Lease. Either party may change its representative under this Work Letter
Agreement at any time by written notice to the other party in compliance with
the notice provisions of the Lease.

4. TENANT IMPROVEMENT PLANS.

4.1 PREPARATION OF SPACE PLANS. In accordance with the Work Schedule, Tenant
shall meet with Landlord's architect and/or space planner for the purpose of
promptly preparing preliminary space plans for the layout of Premises ("SPACE
PLANS"). The Space Plans are to be sufficient to convey the architectural design
of the Premises and layout of the Tenant Improvements therein and are to be
submitted to Landlord in accordance with the Work Schedule for Landlord's
approval. If Landlord reasonably disapproves any aspect of the Space Plans,
Landlord will advise Tenant in writing of such disapproval and the reasons
therefor in accordance with the Work Schedule. Tenant will then submit to
Landlord for Landlord's approval, within five (5) business days after Landlord's
delivery of its disapproval, a redesign of the Space Plans incorporating the
revisions reasonably required by Landlord.

4.2 PREPARATION OF FINAL PLANS. Based on the approved Space Plans, and in
accordance with the Work Schedule, Landlord's architect will prepare complete
architectural plans, drawings and specifications and complete engineered
mechanical, structural and electrical working drawings for all of the Tenant
Improvements for the Premises (collectively, the "FINAL PLANS"). The Final Plans
will show: (a) the subdivision (including partitions and walls), layout,
lighting, finish and decoration work (including carpeting and other floor
coverings) for the Premises; (b) all internal and external communications and
utility facilities which will require conduiting or other improvements from the
base Building shell work and/or within common areas; and (c) all other
specifications for the Tenant Improvements. The Final Plans will be submitted to
Tenant for signature to confirm that they are consistent with the Space Plans.
If Tenant reasonably disapproves any aspect of the Final Plans based on any
inconsistency with the Space Plans, Tenant shall advise Landlord in writing of
such disapproval and the reasons for such disapproval within five (5) business
days after Landlord delivers the Final Plans to Tenant. In accordance with

                                      -1-
<PAGE>   31
the Work Schedule, Landlord will then cause Landlord's architect to redesign the
Final Plans incorporating the revisions reasonably requested by Tenant so a to
make the Final Plans consistent with the Space Plans. If Tenant reasonably
disapproves any aspect of the redesigned Final Plans, Tenant shall advise
Landlord in writing of such disapproval and the reasons for such disapproval
within three (3) business days after Landlord submits the redesigned Final Plans
to Tenant.

4.3 REQUIREMENTS OF TENANT'S FINAL PLANS. Tenant's Final Plans will include
locations and complete dimensions, and the Tenant Improvements, as shown on the
Final Plans, will: (i) be compatible with the Building shell and with the
design, construction and equipment of the Building; (ii) if not comprised of the
Building standards set forth in the written description thereof (the
"STANDARDS"), then compatible with and of at least equal quality as the
Standards and approved by Landlord; (iii) comply with all applicable laws,
ordinances, rules and regulations of all governmental authorities having
jurisdiction, and all applicable insurance regulations; (iv) not require
Building service beyond the level normally provided to other tenants in the
Building and will not overload the Building floors; and (v) be of a nature and
quality consistent with the overall objectives of Landlord for the Building, as
determined by Landlord in its reasonable but subjective discretion.

4.4 SUBMITTAL OF FINAL PLANS. Once approved by Landlord and Tenant, Landlord's
architect will submit the Final Plans to the appropriate governmental agencies
for plan checking and the issuance of a building permit. Landlord's architect,
with Tenant's cooperation, will make any changes to the Final Plans which are
requested by the applicable governmental authorities to obtain the building
permit. After approval of the Final Plans no further changes may be made without
the prior written approval of both Landlord and Tenant, and then only after
agreement by Tenant to pay any excess costs resulting from the design and/or
construction of such changes. Tenant hereby acknowledges that any such changes
will be subject to the terms of Section 9 below.

4.5 CHANGES TO SHELL OF BUILDING. If the Final Plans or any amendment thereof or
supplement thereto shall require changes in the Building shell, the increased
cost of the Building shell work caused by such changes will be paid for by
Tenant or charged against the "ALLOWANCE" described in Section 5 below.

4.6 WORK COST ESTIMATE AND STATEMENT. Prior to the commencement of construction
of any of the Tenant Improvements shown on the Final Plans, Landlord will submit
to Tenant a written estimate of the cost to complete the Tenant Improvement
Work, which written estimate will be based on the Final Plans taking into
account any modifications which may be required to reflect changes in the Final
Plans required by the City or County in which the Premises are located (the
"WORK COST ESTIMATE"). As used in this Lease, "WORK COST" refers, as applicable,
to the cost to complete the Tenant Improvements or any portion of the Tenant
Improvements. Tenant will either approve the Work Cost Estimate or disapprove
specific items and submit to Landlord revisions to the Final Plans to reflect
deletions of and/or substitutions for such disapproved items. Submission and
approval of the Work Cost Estimate will proceed in accordance with the Work
Schedule. Upon Tenant's approval of the Work Cost Estimate (such approved Work
Cost Estimate to be hereinafter known as the "WORK COST STATEMENT"), Landlord
will have the right to purchase materials and to commence the construction of
the items included in the Work Cost Statement pursuant to Section 6 hereof. If
the total costs reflected in the Work Cost Statement exceed the Allowance
described in Section 5 below, Tenant shall pay such excess, as additional rent,
within five (5) business days after Tenant's approval of the Work Cost Estimate.
Throughout the course of construction, any differences between the estimated
Work Cost in the Work Cost Statement and the actual Work Cost will be determined
by Landlord and appropriate adjustments and payments by Landlord or Tenant, as
the case may be, will be made within five (5) business days thereafter.

5. PAYMENT FOR THE TENANT IMPROVEMENTS.

5.1 ALLOWANCE. Landlord hereby grants to Tenant a tenant improvement allowance
(the "ALLOWANCE"). The Allowance consists of (1) a design allowance of $2.00 per
usable Square Foot of the Premises (the "DESIGN ALLOWANCE"), and (2) a base
construction allowance of $22.00 per usable Square Foot of the Premises (the
"BASE CONSTRUCTION ALLOWANCE").

5.2 DESIGN ALLOWANCE. The Design Allowance is to be used only for payment of the
cost of preparing the Space Plans and the Final Plans, including mechanical,
electrical, plumbing and structural drawings and of all other aspects necessary
to complete the Final Plans (the "DESIGN COST"). The Design Allowance will not
be used for the payment of extraordinary design work not consistent with the
scope of the Standards (i.e., above-standard design work) or for payments to any
other consultants, designers or architects other than Landlord's architect
and/or Tenant's architect. If the Design Allowance exceeds the Design Cost, such
excess shall be credited towards the Base Construction Allowance.

5.3 BASE CONSTRUCTION ALLOWANCE. The Base Construction Allowance is to be used
only for:

(a) The payment of plan check, permit and license fees relating to construction
of the Tenant Improvements.

(b) Construction of the Tenant Improvements, including, without limitation, the
following:

    (aa)  Installation within the Premises of all partitioning, doors, floor
          coverings, ceilings, wall coverings and painting, millwork and similar
          items;

    (bb)  All electrical wiring, lighting fixtures, outlets and switches, and
          other electrical work necessary for the Premises;

                                      -2-
<PAGE>   32

    (cc)  The furnishing and installation of all duct work, terminal boxes,
          diffusers and accessories necessary for the heating, ventilation and
          air conditioning systems within the Premises, including the cost of
          meter and key control for after-hour air conditioning;

    (dd)  Any additional improvements to the Premises required for Tenant's use
          of the Premises including, but not limited to, odor control, special
          heating, ventilation and air conditioning, noise or vibration control
          or other special systems or improvements;

    (ee)  All fire and life safety control systems such as fire walls,
          sprinklers, halon, fire alarms, including piping, wiring and
          accessories, necessary for the Premises;

    (ff)  All plumbing, fixtures, pipes and accessories necessary for the
          Premises;

    (gg)  Testing and inspection costs; and

    (hh)  Fees for the contractor and tenant improvement coordinator including,
          but not limited to, fees and costs attributable to general conditions
          associated with the construction of the Tenant Improvements.

(c) All other costs to be expended by Landlord in the construction of the Tenant
Improvements, including those costs incurred by Landlord for construction of
elements of the Tenant Improvements in the Premises, which construction was
performed by Landlord prior to the execution of this Lease by Landlord and
Tenant and which construction is for the benefit of tenants and is customarily
performed by Landlord prior the execution of leases for space in the Building
for reasons of economics (examples of such construction would include, but not
be limited to, the extension of mechanical including heating, ventilating and
air conditioning systems and electrical distribution systems outside of the core
of the Building, wall construction, column enclosures and painting outside of
the core of the Building, ceiling hanger wires and window treatment).

5.4 EXCESS COSTS. If the total Design Cost exceeds the Design Allowance, such
excess including Landlord's standard three and three quarters percent (3.75%)
fee for the contractor associated with the supervision of such excess design
work shall be paid by Landlord and credited against the Base Construction
Allowance. The cost of each item referenced in Section 5.1 above shall be
charged against the Base Construction Allowance. If the Work Cost exceeds the
Allowance, Tenant shall pay to Landlord such excess including Landlord's
standard three and three quarters percent (3.75%) fee for the contractor
associated with the supervision of such excess work prior to the commencement of
construction within five (5) business days after invoice therefor, less any sums
previously paid by Tenant for such excess pursuant to the Work Cost Estimate. In
no event will the Allowance be used for the payment of extraordinary work not
consistent with the scope of the Standards (i.e., above-standard work) or to pay
for Tenants furniture, artifacts, equipment, telephone systems or any other item
of personal property which is not affixed to the Premises.

5.5 CHANGES. If, after the Final Plans have been prepared and the Work Cost
Statement has been established, Tenant requires any changes or substitutions to
the Final Plans, any additional costs related thereto including Landlord's
standard three and three quarters percent (3.75%) fee for the contractor
associated with the supervision of such changes or substitutions are to be paid
by Tenant to Landlord prior to the commencement of construction of the Tenant
Improvements. Any changes to the Final Plans will be approved by Landlord and
Tenant in the manner set forth in Section 4 above and will, if necessary,
require the Work Cost Statement to be revised and agreed upon between Landlord
and Tenant in the manner set forth in Section 4.6 above. Landlord will have the
right to decline Tenant's request for a change to the Final Plans if such
changes are inconsistent with the provisions of Section 4 above, or if the
change would unreasonably delay construction of the Tenant Improvements and the
Commencement Date of the Lease.

5.6 GOVERNMENTAL COST INCREASES. If increases in the cost of the Tenant
Improvements as set forth in the Work Cost Statement are due to requirements of
any governmental agency, Tenant shall pay Landlord the amount of such increase
including Landlord's standard three and three quarters percent (3.75%) fee for
the contractor associated with the supervision of such additional work within
five (5) days of Landlord's written notice; provided, however, that Landlord
will first apply toward any such increase any remaining balance of the
Allowance.

5.7 UNUSED ALLOWANCE AMOUNTS. Any unused portion of the Allowance upon
completion of the Tenant Improvements will not be refunded to Tenant or be
available to Tenant as a credit against any obligations of Tenant under the
Lease unless Tenant has paid for excess costs as described in Sections 5.2, 5.3
or 5.4, in which case the unused Allowance may be applied toward such excess
cost amounts and paid to Tenant.

6. CONSTRUCTION OF TENANT IMPROVEMENTS. Until Tenant approves the Final Plans
and Work Cost Statement, Landlord will be under no obligation to cause the
construction of any of the Tenant Improvements. Following Tenant's approval of
the Work Cost Statement described in Section 4.6 above and upon Tenant's payment
of the total amount by which such Work Cost Statement exceeds the Allowance, if
any, Landlord's contractor will commence and diligently proceed with the
construction of the Tenant Improvements, subject to Tenant Delays (as described
in Section 9 below) and Force Majeure Delays (as described in Section 10 below).

                                      -3-


<PAGE>   33

7. COMMENCEMENT DATE AND SUBSTANTIAL COMPLETION.

7.1 COMMENCEMENT DATE. The Term of the Lease will commence on the date (the
"COMMENCEMENT DATE") which is the later of: (i) September 1, 2000; or (ii) the
date the Tenant Improvements have been "SUBSTANTIALLY COMPLETED" (as defined
below); provided, however, that if substantial completion of the Tenant
Improvements is delayed as a result of any Tenant Delays described in Section 8
below, then the Commencement Date as would otherwise have been established
pursuant to this Section 7.1(ii) will be accelerated by the number of days of
such Tenant Delays.

7.2 SUBSTANTIAL COMPLETION; PUNCH-LIST. For purposes of Section 7.1(ii) above,
the Tenant Improvements will be deemed to be "SUBSTANTIALLY COMPLETED" when
Landlord's contractor certifies in writing to Landlord and Tenant that Landlord:
(a) is able to provide Tenant with reasonable access to the Premises; (b) has
substantially performed all of the Tenant Improvement Work required to be
performed by Landlord under this Work Letter Agreement, other than decoration
and minor "punch-list" type items and adjustments which do not materially
interfere with Tenant's access to or use of the Premises; and (c) has obtained a
temporary certificate of occupancy or other required equivalent approval from
the local governmental authority permitting occupancy of the Premises. Within
ten (10) days after receipt of such certificate from Landlord's contractor,
Tenant will conduct a walk- through inspection of the Premises with Landlord and
provide to Landlord a written punch-list specifying those decoration and other
punch-list items which require completion, which items Landlord will thereafter
diligently complete.

7.3 DELIVERY OF POSSESSION. Landlord shall deliver possession of the Premises to
Tenant when the Tenant Improvements have been substantially completed in
accordance with Section 7.2 above. The Parties estimate that Landlord will
deliver possession of the Premises to Tenant and the Term of this Lease will
commence on or before the Estimated Commencement Date set forth in Section 1.7
of the Summary. Landlord shall use its commercially reasonable efforts to cause
the Premises to be substantially completed on or before the Estimated
Commencement Date. Tenant agrees that if Landlord is unable to deliver
possession of the Premises to Tenant on or prior to the Estimated Commencement
Date specified in Section 1.7 of the Summary, the Lease will not be void or
voidable, nor will Landlord be liable to Tenant for any loss or damage resulting
therefrom, but if such late delivery is due to Landlord's negligence or willful
misconduct or due to any Force Majeure Delays, then, as Tenant's sole remedy,
the Commencement Date and the Expiration Date of the Term will be extended one
(1) day for each day Landlord is delayed in delivering possession of the
Premises to Tenant. If Landlord has not delivered possession to Tenant by
November 1, 2000, for any reason other than Force Majeure Delays (defined in
Section 32.13) or Tenant Delay, Tenant shall have the right to terminate this
Lease by delivering written notice to Landlord by 5:00 P.M. on November 7, 2000.

8. TENANT DELAYS. For purposes of this Work Letter Agreement, "TENANT DELAYS"
means any delay in the completion of the Tenant Improvements resulting from any
or all of the following: (a) Tenant's failure to timely perform any of its
obligations pursuant to this Work Letter Agreement, including any failure to
complete, on or before the due date therefor, any action item which is Tenant's
responsibility pursuant to the Work Schedule delivered by Landlord to Tenant
pursuant to this Work Letter Agreement; (b) Tenant's changes to Space Plans or
Final Plans after Landlord's approval thereof, (c) Tenant's request for
materials, finishes, or installations which are not readily available or which
are incompatible with the Standards; (d) any delay of Tenant in making payment
to Landlord for Tenant's share of the Work Cost; or (e) any other act or failure
to act by Tenant, Tenant's employees, agents, architects, independent
contractors, consultants or any other person performing or required to perform
services on behalf of Tenant.

9. FORCE MAJEURE DELAYS. For purposes of this Work Letter, "FORCE MAJEURE
DELAYS" means any actual delay in the construction of the Tenant Improvements,
which is beyond the reasonable control of Landlord or Tenant, as the case may
be, as described in Section 32.13 of the Lease.




                      [SIGNATURES APPEAR ON FOLLOWING PAGE]


                                       -4-


<PAGE>   34

              [SIGNATURE PAGE TO WORK LETTER AGREEMENT (ALLOWANCE)]


IN WITNESS WHEREOF, the undersigned Landlord and Tenant have caused this Work
Letter Agreement to be duly executed by their duly authorized representatives as
of the date of the Lease.

                                             ALISO VIEJO TOWN CENTER CORPORATE
                                               PARK LLC,
                                             a California limited liability
                                               company

                                             By: J. F. Shea Co., Inc.,
                                                 a Nevada corporation
                                                 Its Manager

                                               By:
                                                   -----------------------------
                                                   Its:
                                                        ------------------------

                                               By:
                                                   -----------------------------
                                                   Its:
                                                        ------------------------

                                                            "Landlord"


                                               Freerealtime.com, Inc.,
                                                 a Delaware corporation

                                               By:
                                                   -----------------------------
                                                   Its:
                                                        ------------------------

                                               By:
                                                   -----------------------------
                                                   Its:
                                                        ------------------------

                                                             "Tenant"


                                       -5-


<PAGE>   35

                    SCOPE OF LANDLORD'S AND/OR TENANT'S WORK


                                (To Be Supplied)


                                       -6-


<PAGE>   36

                                   EXHIBIT "D"

                    SAMPLE FORM OF NOTICE OF LEASE TERM DATES


To:                                         Date:
    -----------------------------                ------------------------------

Re: Projected Lease dated September __, 2000 between Aliso Viejo Town Center
Corporate Park LLC, a California limited liability company ("LANDLORD"), and
Freerealtime.com, Inc., a Delaware corporation ("TENANT") concerning Suite 200
("PREMISES") located at 26880 Laguna Hills Drive, Aliso Viejo, California 92656.

Gentlemen:

In accordance with the above-referenced Lease, we wish to advise and confirm as
follows:

1. That the Premises have been accepted by Tenant as being substantially
complete in accordance with the Lease, and that there is no deficiency in
construction.

2. That Tenant has accepted and is in possession of the Premises, and
acknowledges that under the provisions of the Lease, the Term of the Lease is
for ____________ years, with ___________________ (______) options to extend for
____________ (___) years each, and commenced upon the Commencement Date of _____
and is currently scheduled to expire on ___________________, subject to earlier
termination as provided in the Lease.

3. That in accordance with the Lease, rental payment has commenced (or shall
commence) on ___________________.

4. If the Commencement Date of the Lease is other than the first day of the
month, the first billing will contain a pro rata adjustment. Each billing
thereafter, with the exception of the final billing, shall be for the full
amount of the monthly installment as provided for in the Lease.

5. Rent is due and payable in advance on the first day of each and every month
during the Term of the Lease. Your rent checks should be made payable to Aliso
Viejo Town Center Corporate Park LLC, a California limited liability company, at
___________________________.

6. The exact number of Rentable Square Feet within the Premises is __________
square feet.

                                               AGREED AND ACCEPTED

                                               Freerealtime.com., Inc.,
                                                 a Delaware corporation

                                               By:
                                                   -----------------------------
                                                   Its:
                                                        ------------------------

                                               By:
                                                   -----------------------------
                                                   Its:
                                                        ------------------------

                                                              "Tenant"


                    [SIGNATURES CONTINUED ON FOLLOWING PAGE]


                                      -1-
<PAGE>   37

            [ADDITIONAL SIGNATURE PAGE TO NOTICE OF LEASE TERM DATES]



                                             ALISO VIEJO TOWN CENTER CORPORATE
                                               PARK LLC,
                                             a California limited liability
                                               company

                                             By: J. F. Shea Co., Inc.,
                                                 a Nevada corporation
                                                 Its Manager

                                               By:
                                                   -----------------------------
                                                   Its:
                                                        ------------------------

                                               By:
                                                   -----------------------------
                                                   Its:
                                                        ------------------------

                                                              "Landlord"



                                      -2-
<PAGE>   38
                                   EXHIBIT "E"

                              RULES AND REGULATIONS

1. No sign, advertisement, name or notice shall be installed or displayed on any
part of the outside or inside of the Building or in any part of the Common Area
without the prior written consent of Landlord. Landlord shall have the right to
remove, at Tenant's expense and without notice, any sign installed or displayed
in violation of this rule. All approved signs or lettering on doors and walls
shall be printed, painted, affixed or inscribed at the expense of Tenant by a
person approved by Landlord, using materials and in a style and format approved
by Landlord.

2. Tenant shall not place anything or allow anything to be placed near the glass
of any window, door, partition or wall which may appear unsightly from outside
the Premises, in Landlord's sole discretion. No awnings or other projection
shall be attached to the outside walls of the Building without the prior written
consent of Landlord.

3. The walls, walkways, sidewalks entrance passages, courts and vestibules shall
not be obstructed or used for any purpose other than ingress or egress of
pedestrian travel to and from the Premises, and shall not be used for loitering
or gathering, or to display, store or place any merchandise, equipment,
furniture, or devices, or for any other purpose. The walkways, entrance
passageways, courts, vestibules and roof are not for the use of the general
public and Landlord shall in all cases retain the right to control and prevent
access thereto by all persons whose presence in the judgment of Landlord shall
be prejudicial to the safety, character, reputation and interests of the
Building and its tenants, provided that nothing herein contained shall be
construed to prevent such access to persons with whom Tenant normally deals in
the ordinary course of Tenant's business unless such persons are engaged in
illegal activities. Neither Tenant nor any employee, invitee, agent, licensee or
contractor of Tenant shall go upon or be entitled to use any portion of the roof
of the Building.

4. Unless expressly set forth to the contrary in Tenant's Lease, Tenant shall
have no right or entitlement to the display of Tenant's name or logo on any
Project sign, monument sign or pylon sign.

5. All cleaning and janitorial services for the Premises shall be provided, at
Tenant's sole cost and expense, exclusively by or through Tenant or Tenant's
janitorial contractors in accordance with the provisions of Tenant's Lease.
Tenant shall not cause any unnecessary labor by carelessness or indifference to
the good order and cleanliness of the Premises.

6. Landlord will furnish Tenant, free of charge, with two keys to each door lock
in the Premises. Landlord may impose a reasonable charge for any additional
keys. Tenant, upon termination of its tenancy, shall deliver to Landlord the
keys of all doors which have been furnished to or otherwise procured by Tenant.
Tenant shall not change locks or install other locks on doors of the Premises,
without prior written consent of Landlord.

7. Electric wires, telephones, burglar alarms or other similar apparatus shall
not be installed in the Premises except with the approval and under the
direction of Landlord. The location of telephones, call boxes and any other
equipment affixed to the Premises shall be subject to the approval of Landlord.
Any installation of telephones, telegraphs, electric wires or other electric
apparatus made without permission shall be removed by Tenant at Tenant's own
expense.

8. Tenant shall not use or keep in the Premises any kerosene, gasoline or
inflammable or combustible fluid or material other than those limited quantities
necessary for the operation or maintenance of office equipment, subject to any
express provisions of Tenant's Lease to the contrary. Tenant shall not use or
permit to be used in the Premises any foul or noxious gas or substance, or
permit or allow the Premises to be occupied or used in a manner offensive or
objectionable to Landlord or other occupants of the Building by reason of noise,
odors or vibrations, nor shall Tenant bring into or keep in or about the
Premises any birds or animals.

9. Tenant shall not use any method of heating or air-conditioning other than
that supplied by Landlord.

10. Landlord reserves the right from time to time, in Landlord's sole and
absolute discretion, exercisable without prior notice and without liability to
Tenant: (a) to name or change the name of the Building or Project; (b) to change
the address of the Building, and/or (c) to install, replace or change any signs
in, on or about the Common Areas, the Building or Project (except for Tenant's
signs, if any, which are expressly permitted by Tenant's Lease).

11. Tenant shall close and lock all doors of its Premises and entirely shut off
all water faucets or other water apparatus, unless otherwise needed for Tenant's
business and, except with regard to Tenant's computers and other equipment, if
any, which reasonably require electricity on a 24-hour basis, all electricity,
gas or air outlets before Tenant and its employees leave the Premises. Tenant
shall be responsible for any damage or injuries sustained by other tenants or
occupants of the Building or by Landlord for noncompliance with this rule.

12. Tenant assumes any and all responsibility for protecting its Premises from
theft, robbery and pilferage. Such responsibility shall include keeping doors
locked and other means of entry to the Premises closed.

                                      -1-
<PAGE>   39
13. The toilet rooms, toilets, urinals, wash bowls and other apparatus shall not
be used for any purpose other than that for which they were constructed, and no
foreign substances of any kind whatsoever shall be thrown therein. The expense
of any breakage, stoppage or damage resulting from the violation of this rule
shall be borne by the tenant who, or whose employees or invitees, caused it.

14. Tenant shall not make any room-to-room solicitation of business from other
tenants in the Building or Project. Tenant shall not use the Premises for any
business or activity other than that specifically provided for in the Lease.

15. No aerial antenna, loudspeaker or other device shall be erected on the roof
or exterior walls of the Premises, or on the grounds, without in each instance,
the prior written consent of Landlord. Any aerial or antenna or device so
installed without such written consent shall be subject to removal by Landlord
at any time without prior notice at the expense of Tenant. Tenant shall not
interfere with radio or television broadcasting or reception from or in the
Building or elsewhere.

16. Except as expressly permitted in Tenant's Lease, Tenant shall not mark,
paint, drive nails, screw or drill into the partitions, window mullions,
woodwork or plaster, or in any way deface the Premises or any part of it, except
to install normal wall hangings. Tenant shall not lay linoleum, tile, carpet or
other similar floor covering so that the same shall be affixed to the floor of
the Premises in any manner except as approved by Landlord in writing. The
expense of repairing any damage resulting from a violation of this rule or
removal of any floor covering shall be borne by Tenant.

17. Canvassing, soliciting and distribution of handbills or any other written
material, and peddling in the Common Area and other portions of the Project are
expressly prohibited, and each tenant shall cooperate to prevent same.

18. Landlord reserves the right to exclude or expel from the Project any person
who, in Landlord's judgment, is intoxicated or under the influence of liquor or
drugs or who is in violation of any of the Rules and Regulations of the Project.

19. The Premises shall not be used for lodging or for manufacturing of any kind.

20. Tenant shall store all its trash and garbage within its Premises or in
designated trash containers or enclosures within the Project. Tenant shall not
place in any trash box or receptacle any material which cannot be disposed of in
the ordinary and customary manner of trash and garbage disposal. All cardboard
boxes must be "broken down" prior to being place in the trash container. All
styrofoam chips must be bagged or otherwise contained prior to placement in the
trash container, so as not to constitute a nuisance. Pallets may not be disposed
of in the trash container or enclosures. Any expense incurred by Landlord to
clean up any trash attributable to Tenant will be borne by Tenant.

21. Tenant agrees that it shall comply with all fire and security regulations
that may be issued from time to time by Landlord, and Tenant also shall provide
Landlord with the name of a designated responsible principal or employee to
represent Tenant in all matters pertaining to such fire or security regulations.
Tenant shall cooperate fully with Landlord in all matters concerning fire and
other emergency procedures.

22. The requirements of Tenant will be attended to only upon the appropriate
application to Landlord or Landlord's designated representative by an authorized
individual. Employees of Landlord shall not perform any work or do anything
outside of their regular duties unless under special instructions from Landlord.

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

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

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

26. Tenant shall be responsible for the observance of all of the foregoing rules
by Tenant's employees, agents, clients, customers, invitees or guests.

27. Landlord reserves the right to revise the sign program for the Project
provided, however, that any Tenant sign that was approved by Landlord prior to
the revision in the sign program shall not be subject to the revision in the
sign program unless (i) the remaining term of such Tenant's lease exceeds
thirty-six (36) months; (ii) such Tenant exercises any option to extend the term
of its lease; or (iii) applicable governmental authorities require that such
Tenant is subject to the revision.

                                      -2-
<PAGE>   40
28. Furniture, freight, packages, equipment, safes, bulky matter or supplies of
any description shall be moved in or out of the Building only after the Building
manager has been given prior notice and given its approval and only during such
hours and in such manner as may be prescribed by Landlord from time to time. The
scheduling and manner of all tenant move-ins and move-outs shall be subject to
the discretion and approval of Landlord, and said move-ins and move-outs shall
only take place after 6:00 P.M. on weekdays, on weekends, or at such other times
as Landlord may designate. Landlord shall have the right to approve or
disapprove the movers or moving company employed by Tenant, and Tenant shall
cause such movers to use only the loading facilities and elevators designated by
Landlord. In the event Tenant's movers damage the elevator or any other part of
the Premises or Building, Tenant shall immediately pay to Landlord the amount
required to repair such damage. The moving of safes or other fixtures or bulky
or heavy matter of any kind must be done under the Building manager's
supervision, and the person employed by Tenant for such work must be acceptable
to Landlord, but such persons shall not be deemed to be agents or servants of
the Building manager or Landlord, and Tenant shall be responsible for all acts
of such persons. Landlord reserves the right to inspect all safes, freights, or
other bulky or heavy articles to be brought into the Building, and to exclude
from the Building all safes, freight or the bulky or heavy articles which
violate any of the Rules or the Lease of which these Rules are a part. Landlord
reserves the right to determine the location and position of all safes, freight,
furniture or bulky or heavy matter brought onto the Premises, which must be
placed upon supports approved by Landlord to distribute the weight.

                         PARKING RULES AND REGULATIONS

In addition to the foregoing rules and regulations and the parking provisions
contained in the Lease to which this EXHIBIT "E" is attached, the following
rules and regulations shall apply with respect to the use of the Project's
parking areas.

1. Every parker is required to park and lock his/her own vehicle. All
responsibility for damage to or loss of vehicles is assumed by the parker and
Landlord shall not be responsible for any such damage or loss by water, fire,
defective brakes, the act or omissions of others, theft or for any other cause.

2. Tenant and its employees shall only park in parking areas designated by
Landlord. Tenant shall not leave vehicles in the parking areas overnight nor
park any vehicles in the parking areas other than automobiles, motorcycles,
motor driven or non motor driven bicycles or four wheeled trucks.

3. No overnight or extended term storage of vehicles shall be permitted.

4. Vehicles must be parked entirely within painted stall lines of a single
parking stall.

5. All directional signs and arrows must be observed.

6. The speed limit within all parking areas shall be five (5) miles per hour.

7. Parking is prohibited: (a) in areas not striped for parking; (b) in aisles;
(c) where "no parking" signs are posted; (d) on ramps; (e) in cross-hatched
areas; and (f) in reserved spaces and in such other areas as may be designated
by Landlord.

8. Washing, waxing, cleaning or servicing of any vehicle in any area not
specifically reserved for such purpose is prohibited.

9. Tenant shall not permit or allow any vehicles that belong to or are
controlled by Tenant or Tenant's employees, suppliers, shippers, customers,
contractors or invitees to be loaded, unloaded, or parked in areas other than
those designated by Landlord for such activities.

10. Landlord may refuse to permit any person who violates these rules to park in
the parking areas, and if Tenant permits or allows any of the prohibited
activities described then Landlord shall have the right, without notice, in
addition to such other rights and remedies that it may have, to remove or tow
away the vehicle involved and charge the cost to Tenant, which cost shall be
immediately payable upon demand by Landlord.

Landlord reserves the right to amend or supplement the foregoing Rules and
Regulations and to adopt and promulgate additional rules and regulations
applicable to the Premises. Notice of such rules and regulations and amendments
and supplements thereto, if any, shall be given to Tenant.

                                       -3-


<PAGE>   41

                                   EXHIBIT "F"

                   SAMPLE FORM OF TENANT ESTOPPEL CERTIFICATE


The undersigned ("TENANT") hereby certifies to Aliso Viejo Town Center Corporate
Park LLC, a California limited liability company ("LANDLORD"), and
__________________________________________, as follows:

1. Attached hereto is a true, correct and complete copy of that certain Lease
dated September ___, 2000, between Landlord and Tenant (the "LEASE"), which
demises Premises which are located at 26880 Laguna Hills Drive. The Lease is now
in full force and effect and has not been amended, modified or supplemented,
except as set forth in Section 6 below.

2. The term of the Lease commenced on _______________________,_____________.

3. The term of the Lease is currently scheduled to expire on _____________,____.

4. Tenant has no option to renew or extend the Term of the Lease except:
_____________________________________.

5. Tenant has no preferential right to purchase the Premises or any portion of
the Building or Project upon which the Premises are located, and Tenant has no
rights or options to expand into other space in the Building except:
__________________________________________________________________.

6. The Lease has: (Initial One)

( ) not been amended, modified, supplemented, extended, renewed or assigned.

( ) been amended, modified, supplemented, extended, renewed or assigned by the
    following described agreements, copies of which are attached hereto:
    ___________________________________________

7. Tenant has accepted and is now in possession of the Premises and has not
sublet, assigned or encumbered the Lease, the Premises or any portion thereof
except as follows: _______________________________.

8. The current Monthly Basic Rent is $___________; and current monthly parking
charges are $________.

9. Tenant's Monthly Operating Expense Charge currently payable by Tenant is
$___________ per month.

10. The amount of security deposit (if any) is $___________. No other security
deposits have been made.

11. All rental payments payable by Tenant have been paid in full as of the date
hereof. No rent under the Lease has been paid for more than thirty (30) days in
advance of its due date.

12. All work required to be performed by Landlord under the Lease has been
completed and has been accepted by Tenant, and all tenant improvement allowances
have been paid in full.

13. To the best of Tenant's knowledge, as of the date hereof, there are no
defaults on the part of Landlord or Tenant under the Lease.

14. Tenant has no defense as to its obligations under the Lease and claims no
set-off or counterclaim against Landlord.

15. Tenant has no right to any concession (rental or otherwise) or similar
compensation in connection with renting the space it occupies, except as
expressly provided in the Lease.

16. All insurance required of Tenant under the Lease has been provided by Tenant
and all premiums have been paid.

17. There has not been filed by or against Tenant a petition in bankruptcy,
voluntary or otherwise, any assignment for the benefit of creditors, any
petition seeking reorganization or arrangement under the bankruptcy laws of the
United States or any state thereof, or any other action brought pursuant to such
bankruptcy laws with respect to Tenant.

18. Tenant pays rent due Landlord under the Lease to Landlord and does not have
any knowledge of any other person who has any right to such rents by collateral
assignment or otherwise.


                                       -1-


<PAGE>   42

The foregoing certification is made with the knowledge that
______________________________ is about to [fund a loan to Landlord or purchase
the Building from Landlord], and that _________________ is relying upon the
representations herein made in [funding such loan or purchasing the Building].

Dated: _________________.


                                               "TENANT"

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

                                               By:
                                                   -----------------------------
                                               By:
                                                   -----------------------------



                                       -2-


<PAGE>   43

                                   EXHIBIT "G"

                                  SIGN CRITERIA


<PAGE>   44

                                   EXHIBIT "H"

                       TENANT ENVIRONMENTAL QUESTIONNAIRE


The purpose of this form is to obtain information regarding the use or proposed
use of hazardous materials at the Premises. Prospective tenants should answer
the questions in light of their proposed operations at the Premises. Existing
tenants should answer the questions as they relate to ongoing operations at the
Premises and should update any information previously submitted. If additional
space is needed to answer the questions, you may attach separate sheets of paper
to this form.

Your cooperation in this matter is appreciated.

1.  GENERAL INFORMATION

    Name of Responding Company: ________________________________________________

    Check the Applicable Status:  Prospective Tenant ___    Existing Tenant ____

    Mailing Address: ___________________________________________________________

    Contact Person and Title: __________________________________________________

    Telephone Number: (   ) ____________________

    Address of Leased Premises: ________________________________________________

    Length of Lease Term: ______________________________________________________

    Describe the proposed operations to take place on the Premises, including
    principal products manufactured or services to be conducted. Existing
    tenants should describe any proposed changes to ongoing operations.

    ____________________________________________________________________________

    ____________________________________________________________________________

2.  STORAGE OF HAZARDOUS MATERIALS

2.1 Will any hazardous materials be used or stored on-site?

    Wastes                     Yes _____          No ______

    Chemical Products          Yes _____          No ______

2.2 Attach a list of any hazardous materials to be used or stored, the
    quantities that will be on-site at any given time, and the location and
    method of storage (e.g., 55-gallon drums on concrete pad).

3.  STORAGE TANKS AND SUMPS

3.1 Is any above or below ground storage of gasoline, diesel or other hazardous
    substances in tanks or sumps proposed or currently conducted at the
    Premises?

                               Yes _____          No ______

    If yes, describe the materials to be stored, and the type, size and
    construction of the sump or tank. Attach copies of any permits obtained for
    the storage of such substances.

3.2 Have any of the tanks or sumps been inspected or tested for leakage?

                               Yes _____          No ______

    If so, describe.

3.3 Have any spills or leaks occurred from such tanks or sumps?

                               Yes _____          No ______

3.4 Were any regulatory agencies notified of the spill or leak?

                               Yes _____          No ______

    If so, attach copies of any spill reports filed, any clearance letters or
    other correspondence from regulatory agencies relating to the spill or leak.

                                       -1-


<PAGE>   45

3.5 Have any underground storage tanks or sumps been taken out of service or
    removed?

                               Yes _____          No ______

    If yes, attach copies of any closure permits and clearance obtained from
    regulatory agencies relating to closure and removal of such tanks.

4.  SPILLS

4.1 During the past year, have any spills occurred at the premises?

                               Yes _____          No ______

    If yes, please describe the location of the spill.

    ____________________________________________________________________________

    ____________________________________________________________________________


4.2 Were any agencies notified in connection with such spills?

                               Yes _____          No ______

    If yes, attach copies of any spill reports or other correspondence with
    regulatory agencies.

4.3 Were any clean-up actions undertaken in connection with the spills?

                               Yes _____          No ______

    Attach copies of any clearance letters obtained from any regulatory agencies
    involved and the results of any final soil or groundwater sampling done upon
    completion of the clean-up work.

5.  WASTE MANAGEMENT

5.1 Has your company been issued an EPA Hazardous Waste Generator I.D. Number?

                               Yes _____          No ______

5.2 Has your company filed a biennial report as a hazardous waste generator?

                               Yes _____          No ______

    If so, attach a copy of the most recent report filed.

5.3 Attach a list of the hazardous wastes, if any, generated or to be generated
    at the Premises, its hazard class and the quantity generated on a monthly
    basis.

5.4 Describe the methods of disposal for each waste. Indicate where and how
    often disposal will take place.

    ________      On-site treatment or recovery         ________________________

    ________      Discharged to sewer                   ________________________

    ________      Transported and disposed of off-site  ________________________

    ________      Incinerator                           ________________________

5.5 Indicate the name of the person(s) responsible for maintaining copies of
    hazardous waste manifests completed for off-site shipments of hazardous
    waste.

    ____________________________________________________________________________

5.6 Is any treatment of processing of hazardous wastes currently conducted or
    proposed to be conducted at the Premises:

                               Yes _____          No ______

    If yes, please describe any existing or proposed treatment methods.

    ____________________________________________________________________________

5.7 Attach copies of any hazardous waste permits or licenses issued to your
    company with respect to its operations at the Premises.


                                      -2-


<PAGE>   46

6.  WASTEWATER TREATMENT/DISCHARGE

6.1 Do you discharge wastewater to:

    _______ Storm drain?     _________ Sewer?

    _______ Surface water?   _________ No industrial discharge

6.2 Is your wastewater treated before discharge?

                               Yes _____          No ______

    If yes, describe the type of treatment conducted.

    ____________________________________________________________________________

    ____________________________________________________________________________

6.3 Attach copies of any wastewater discharge permits issued to your company
    with respect to its operations at the Premises.

7.  AIR DISCHARGES

7.1 Do you have any filtration systems or stacks that discharge into the air?

                               Yes _____          No ______

7.2 Do you operate any of the following types of equipment or any other
    equipment requiring an air emissions permit?

    ______  Spray booth

    ______  Dip tank

    ______  Drying oven

    ______  Incinerator

    ______  Other (please describe) ____________________________________________

    ______  No equipment requiring air permits

7.3 Are air emissions from your operations monitored?

                               Yes _____          No ______

    If so, indicate the frequency of monitoring and a description of the
    monitoring results.

    ____________________________________________________________________________

7.4 Attach copies of any air emissions permits pertaining to your operations at
    the Premises.

8.  HAZARDOUS MATERIALS DISCLOSURES

8.1 Does your company handle hazardous materials in a quantity equal to or
    exceeding an aggregate of 500 pounds, 55 gallons or 200 cubic feet per
    month?

                               Yes _____          No ______

8.2 Has your company prepared a hazardous materials management plan pursuant to
    any applicable requirements of a local fire department or governmental
    agency?

                               Yes _____          No ______

    If so, attach a copy of the business plan.

8.3 Has your company adopted any voluntary environmental, health or safety
    program?

                               Yes _____          No ______

    If so, attach a copy of the program.


                                      -3-


<PAGE>   47

9.  ENFORCEMENT ACTIONS, COMPLAINTS

9.1 Has your company ever been subject to any agency enforcement actions,
    administrative orders, or consent decrees?

                               Yes _____          No ______

    If so, describe the actions and any continuing compliance obligations
    imposed as a result of these actions.

    ____________________________________________________________________________

9.2 Has your company ever received requests for information, notice or demand
    letters, or any other inquiries regarding its operations?

                               Yes _____          No ______

9.3 Have there ever been, or are there now pending, any lawsuits against the
    company regarding any environmental or health and safety concerns?

                               Yes _____          No ______

9.4 Has an environmental audit ever been conducted at your company's current
    facility?

                               Yes _____          No ______

    If so, identify who conducted the audit and when it was conducted.


                                              Company

                                              By: ______________________________

                                                  Its: _________________________

                                                  Date: ________________________


                                       -4-


<PAGE>   48

                                   EXHIBIT "I"

                          TENANT IMPROVEMENT STANDARDS



<PAGE>   49

                                   EXHIBIT "J"

                      INTENTIONALLY OMITTED/NOT APPLICABLE


<PAGE>   50

                                   EXHIBIT "K"

                      STANDARDS FOR UTILITIES AND SERVICES

        The furnishing of building services and utilities to Tenant shall be
accomplished in accordance with and subject to the terms and conditions set
forth in this EXHIBIT "K" and elsewhere in the Lease. Landlord reserves the
right to adopt from time to time such reasonable modifications and additions
hereto as Landlord may deem appropriate.

1. As used in this Lease, the term "BUILDING HOURS" means the normal business
hours of the Building published by Landlord from time to time. Current Building
Hours are Monday through Friday, 7:00 a.m. to 7:00 p.m. and Saturday, 8:00 a.m.
to 1:00 p.m., excepting state and federal holidays. Subject to the full
performance by Tenant of all of Tenant's obligations under the Lease, Landlord
shall, during Building Hours, provide to the Premises (i) water and (ii)
heating, ventilation and air conditioning ("HVAC") when in the judgment of
Landlord or Tenant, it may be required for the comfortable occupancy of the
Premises for general office purposes (subject, however, to any governmental act,
proclamation or regulation). Landlord shall not be responsible for any room
temperatures if Tenant's lighting and receptacle loads exceed standard office
lighting and receptacle loads. Current charge for HVAC use outside Building
Hours is $35 per hour.

2. No electrical equipment, air conditioning or heating units, or plumbing
additions shall be installed, nor shall any changes to the Building's HVAC,
electrical or plumbing systems be made which would possibly adversely affect the
Building or such systems without prior written consent of Landlord, which
consent shall be subject to Landlord's sole and absolute discretion. Landlord
reserves the right to designate and/or approve the contractor to be used by
Tenant. Any permitted installations shall be made under Landlord's supervision.
Tenant shall pay any additional cost on account of any increased support to the
floor load or additional equipment required for such installations, and such
installations shall otherwise be made in accordance with the Lease.

3. Landlord shall not provide in the Premises reception outlets or television or
radio antennas for television or radio broadcast or reception, and Tenant shall
not install any such equipment without the prior written consent of Landlord
which can be withheld in Landlord's sole and absolute discretion.

4. Tenant shall not, without the prior written consent of Landlord, (a) use any
apparatus, machine or device in the Premises which will in any way increase the
amount of electricity or water usually furnished or supplied for use of the
Premises as general office space, or (b) connect with electric current, except
through existing outlets in the Premises, any apparatus or device for the
purpose of using electric current in excess of that usually furnished or
supplied for use of the Premises as general office space.

5. Tenant shall separately arrange with the applicable local public authorities,
utility companies and telephone companies, as the case may be, for the
furnishing of, and payment of, all telephone services as may be required by
Tenant in the use of the Premises; provided, however, that Tenant shall neither
bear the cost of nor be responsible for installation of the telephone wiring
stubbed to the telephone room. Tenant shall directly pay for such telephone
services, including the establishment and connection thereof, at the rates
charged for such services by said authority, telephone company or utility, and
the failure of Tenant to obtain or to continue to receive such services for any
reason whatsoever shall not relieve Tenant of any of its obligations under the
Lease by Landlord.

6. Tenant acknowledges and understands that at the commencement of the Term, if
this is a new Building, portions of the Building, and the Project and the
Building's HVAC, security (if any), electrical and/or plumbing systems may not
be fully completed, adjusted and running smoothly and that Tenant will suffer
certain annoyances and inconveniences. These annoyances and inconveniences shall
not give rise to any rent abatement or reduction or create any other claim by
Tenant against the Landlord.

7. Tenant shall cooperate fully at all times with Landlord to assure compliance
with, and shall abide by, (a) all regulations and requirements which Landlord
may prescribe for the proper functioning and protection of the Building's HVAC,
electrical, security (if any), and/or plumbing systems, and (b) all laws,
statutes, ordinances and governmental rules and regulations now in force or
which may later be enacted or promulgated in connection with building services
furnished to the Premises, including, without limitation, any governmental rule
or regulation relating to the heating and cooling of the Building.


                                       1

<PAGE>   51

                                   EXHIBIT "L"

                            FORM OF LETTER OF CREDIT



                         __________________________BANK
                          IRREVOCABLE LETTER OF CREDIT
                         LETTER OF CREDIT NO. __________

                            PLACE AND DATE OF ISSUE:
         _______________________, CALIFORNIA, ON _________________, 2000

                                     AMOUNT:
                              $725,000 U.S. DOLLARS

BENEFICIARY:                                APPLICANT:


ALISO VIEJO TOWN CENTER CORPORATE PARK LLC    __________________________________
26840 Laguna Hills Drive, Suite 100           __________________________________
Aliso Viejo, California 92656                 __________________________________
                                              __________________________________

Ladies and Gentlemen:

        We hereby authorize Beneficiary to draw on _______________________ Bank,
___________________[Address]_______________, California, at sight, for the
account of Applicant, an aggregate amount equal to SEVEN HUNDRED TWENTY-FIVE
THOUSAND DOLLARS (U.S.$725,000), available upon presentation, at our address
above, of Beneficiary's draft at sight, to be accompanied by written
notification by Beneficiary, signed by an officer of Beneficiary and stating
that Beneficiary is entitled to draw such funds pursuant to the provisions of a
Triple Net Lease between Applicant and Beneficiary, dated September ____, 2000.

        Drafts under this Letter of Credit must bear the clause "drawn under
_________________ Bank Letter of Credit No. _______________, dated
_________________, 2000." Drafts under this Letter of Credit, accompanied by the
above-described document, must be presented no later than _____ p.m., California
time, on _________________[Insert Date], or as automatically extended as
follows: It is a condition of this Letter of Credit that it shall be
automatically extended without amendment for one (1) year from the present or
any future expiration date hereof, unless at least sixty (60) days prior to any
such expiration date, we shall notify the Beneficiary and the applicant by
registered letter that we elect not to renew this Letter of Credit for such
additional one (1) year period.

        This Letter of Credit may be transferred or assigned for security
purposes.

        This Letter of Credit is subject to the "Uniform Custom and Practice for
Documentary Credits (1993 Revision) International Chamber of Commerce
Publication No. 500."

        We hereby undertake to Beneficiary that drafts drawn and negotiated
strictly in compliance with the terms of this Letter of Credit shall meet with
due honor upon presentation to us.

                                               ____________________________ BANK

                                               By: _____________________________

                                                   Title: ______________________

                                               By: _____________________________

                                                   Title: ______________________


                                        1

<PAGE>   52

                                   EXHIBIT "M"

                            DEPICTION OF LOCATION OF
                          PARAPET SIGN/ ENTRY WALL SIGN



                                       2

<PAGE>   53

                                   EXHIBIT "N"

                        DEPICTION OF LOCATION OF PORTION
                      OF PREMISES TENANT INTENDS TO SUBLET



                                       3

<PAGE>   54
                              RIDER NO. 1 TO LEASE

                           ADDITIONAL PROVISIONS RIDER

This Rider No. 1 is made this _____________ day of September, 2000, between
ALISO VIEJO TOWN CENTER CORPORATE PARK LLC, a California limited liability
company ("LANDLORD"), and Freerealtime.com, Inc., a Delaware corporation
("TENANT"). This Rider is attached to and constitutes a part of that certain
Triple Net Lease of even date herewith (the "LEASE") between Landlord and
Tenant. If there is any inconsistency between the provisions of this Rider and
the other provisions of this Lease, the provisions of this Rider shall control.
All capitalized terms not defined in this Rider shall have the same meaning as
set forth in the Lease.

1.   TERMS. Except as the context otherwise requires and unless otherwise
     expressly provided herein, the capitalized terms in this Rider shall have
     the same meanings as any similarly capitalized terms defined in the Lease
     or in any Rider attached to the Lease.

2.   SECTION 1.2: LANDLORD'S RESERVATION OF RIGHTS. The following sentence is
     added at the end of Section

1.2:

     Landlord shall use commercially reasonable efforts to minimize interference
     with Tenant's use of the Premises in exercising its rights under this
     Section.

3.   SECTION 2.4: DELIVERY OF POSSESSION. The first (1st) sentence of Section
     2.4 is revised to read as follows:

     Landlord will deliver possession of the Premises to Tenant in its current
     "as-is" condition with the addition of only those items of work described
     on EXHIBIT "C" which are to be substantially completed by Landlord on or
     before the Estimated Commencement Date and Landlord warrants that (i)
     Landlord will deliver the Premises to Tenant with the heating, ventilating,
     air conditioning, electrical and plumbing systems and equipment in good
     working condition, and (ii) the Project and the Premises will be built in
     accordance with all applicable codes, including without limitation the
     Americans with Disabilities Act, in effect at the Commencement Date.

4.   SECTION 2.4: DELIVERY OF POSSESSION. The last sentence of Section 2.4 is
     revised to read as follows:

     Notwithstanding the foregoing, Landlord will not be obligated to deliver
     possession of the Premises to Tenant (but Tenant will be liable for rent if
     Landlord can otherwise deliver the Premises to Tenant) until Landlord has
     received from Tenant all of the following: (i) a copy of this Lease fully
     executed by Tenant; (ii) the Security Deposit and the first installment of
     Monthly Basic Rent; and (iii) copies of policies of insurance or
     certificates thereof as required under Section 12 of this Lease.

5.   SECTION 2.4: DELIVERY OF POSSESSION. The following sentence is added to the
     end of Section 2.4:

     If Landlord has not delivered possession to Tenant by November 1, 2000, for
     any reason other than Force Majeure Delays (defined in Section 32.13) or
     Tenant Delay (defined in EXHIBIT "C"), Tenant shall have the right to
     terminate this Lease by delivering written notice to Landlord by 5:00 P.M.
     on November 7, 2000.

6.   SECTION 3.5: DEFERRED RENT. The following Section 3.5 is added to the
     Lease:

     3.5 DEFERRED RENT. Tenant shall pay to Landlord, as additional rent
     ("DEFERRED RENT"), deferred rent for the period from September 11, 2000,
     through and including November 27, 2000, equal to One Hundred Seven
     Thousand Six Hundred Eighty-One and 60/100 Dollars ($107,681.60) in sixty
     (60) equal monthly installments of principal and interest with interest
     accruing at a rate (the "INTEREST RATE") equal to the Reference Rate
     (defined below) plus three percent (3%) per annum. Such installments shall
     be due and payable on the same dates as Tenant's monthly installments of
     Monthly Basic Rent. The Deferred Rent may be prepaid at any time without
     penalty. As used in this Lease, the "REFERENCE RATE" means the rate which
     the Bank of America announces publicly from time to time at its San
     Francisco office as its "reference rate" for unsecured commercial loans. If
     such Reference Rate ceases to exist, Landlord shall designate a substitute
     Reference Rate reasonably comparable to the Bank of America Reference Rate.
     Tenant acknowledges that the Interest Rate shall be adjusted simultaneously
     with each change in the Reference Rate.

7.   SECTION 5.1: DEFINITION OF COMMON AREA. The second (2nd) sentence of
     Section 5.1 is deleted.

8.   SECTION 5.1: DEFINITION OF COMMON AREA. The last sentence of Section 5.1 is
     revised to read as follows:

     Landlord reserves the right to record for the Project a Declaration of
     Covenants, Conditions and Restrictions and Reservation of Easements for
     Town Center Corporate Park ("DECLARATION"), and to form an association (the
     "ASSOCIATION") pursuant to the Declaration, so long as such Declaration
     does not materially alter any of Tenant's rights or obligations under this
     Lease or materially increase Tenant's obligations under this Lease.

                                       1
<PAGE>   55

9.   SECTION 5.2: MAINTENANCE AND USE OF COMMON AREA. The second (2nd) sentence
     of Section 5.2 is deleted. The following two (2) sentences are inserted in
     its place:

     Landlord shall have the right in its sole discretion to allow any purchaser
     or tenant to so maintain Common Area (but not any portion of the parking
     area) located upon its parcel or demised premises and to be excluded from
     participation in the payment of Operating Expenses for that item of
     expense. If any owner or tenant of any portion of the Project so maintains
     Common Area located upon its parcel or demised premises (other than parking
     area), Landlord shall not have any responsibility for the maintenance of
     that portion of the Common Area and Tenant shall have no claims against
     Landlord arising out of any failure of such owner or tenant to so maintain
     its portion of the Common Area.

10.  SECTION 5.4: OPERATING EXPENSES. Subsection (i) of Section 5.4 is revised
     to read as follows:

     (i) except as provided as an exclusion from Section 6 of this Lease, any
     form of real property tax, assessment, license fee, license tax, business
     license fee, permit fee, inspection fee, commercial rental tax, levy,
     charge, improvement bond or similar imposition of any kind or nature
     imposed by any authority having the direct power to tax, including any
     city, county, state or federal government, or any school, agricultural,
     lighting, drainage or other improvement or special assessment district
     thereof;

11.  SECTION 5.4: OPERATING EXPENSES. Subsection (xx) of Section 5.4 is revised
     to read as follows:

     (xx) procurement and maintenance of an intrabuilding cable network tenant
     information system for common use of all tenants within the Project, and
     any other installation, maintenance, repair and replacement costs
     associated with such lines (provided, however, that "procurement" shall not
     include additional management costs beyond those management costs
     contemplated by subsection (ix) of this Section 5.4);

12.  SECTION 5.4: OPERATING EXPENSES. The following language is added to the end
     of Section 5.4:

     Notwithstanding anything to the contrary contained in this Lease, Operating
     Expenses exclude: (1) leasing commissions, costs, disbursements and other
     expenses incurred for leasing, renovating or improving space for tenants;
     (2) costs incurred by Landlord in discharging its obligations in preparing
     the Premises for occupation by Tenant; (3) costs (including permit, license
     and inspection fees) incurred in renovating, improving, decorating,
     painting or redecorating vacant space or space for tenants; (4) costs
     incurred because another tenant violated the terms of any lease; (5)
     overhead and profit paid to subsidiaries or affiliates of Landlord for
     management or other services on or to the Project or for supplies or other
     materials, to the extent that the costs of the services, supplies or
     materials exceed the competitive costs of the services, supplies or
     materials were they not provided by a subsidiary or affiliate; (6) interest
     on debt or amortization payments on mortgages or deeds of trust or any
     other debt for borrowed money (unless expressly provided herein); (7)
     compensation paid to clerks, attendants or other persons in commercial
     concessions operated by Landlord; (8) advertising and promotional
     expenditures; (9)costs of any items to the extent Landlord receives
     reimbursement from insurance proceeds (such proceeds to be excluded from
     Operating Expenses in the year in which received, except that any
     deductible amount under any insurance policy shall be included within
     Operating Expenses) or from any third party; (10) costs incurred to remedy
     structural defects in original construction materials or installations
     performed by Landlord or covered by warranty; and (11) any costs, fines or
     penalties incurred because Landlord violated any governmental rule or
     authority.

13.  SECTION 5.6: ESTIMATE STATEMENT. The first (1st) sentence of Section 5.6 is
     revised to read as follows:

     Prior to the Commencement Date and on or about January 1 of each subsequent
     calendar year during the Term, Landlord will deliver to Tenant a statement
     ("ESTIMATE STATEMENT") wherein Landlord will estimate both the Operating
     Expenses and Tenant's Monthly Operating Expense Charge for the then current
     calendar year.

14.  SECTION 5.6: ESTIMATE STATEMENT. The second (2nd) sentence of Section 5.6
     is revised to read as follows:

     Concurrently with the regular monthly rent payment next due following the
     receipt of each such Estimate Statement, Tenant shall pay to Landlord an
     amount equal to one (1) monthly installment of Tenant's estimated Monthly
     Operating Expense Charge.

15.  SECTION 5.6: ESTIMATE STATEMENT. The fourth (4th) sentence of Section 5.6
     is revised to read as follows:

     Within twenty-five (25) days after delivery of the revised Estimate
     Statement, Tenant shall pay to Landlord the difference between the amount
     owed by Tenant under such revised Estimate Statement and the amount owed by
     Tenant under the original Estimate Statement for the portion of the then
     current calendar year which has expired.

16.  SECTION 5.7: ACTUAL STATEMENT. The second (2nd) sentence of Section 5.7 is
     revised to read as follows:

     If the Actual Statement reveals that Tenant's Share of the actual Operating
     Expenses is more than the total Additional Rent paid by Tenant for
     Operating Expenses on account of the preceding calendar year, Tenant shall
     pay Landlord the difference in a lump sum within twenty-five (25) days of
     receipt of the Actual Statement.

                                       2


<PAGE>   56

17.  SECTION 5.7: ACTUAL STATEMENT. The following sentence is added at the end
     of Section 5.7:

     If no further installments or delinquencies are due, Landlord shall pay
     Tenant the difference in a lump sum within thirty (30) days.

18.  SECTION 5.8: AUDIT. The seventh (7th) sentence of Section 5.8 is revised to
     read as follows:

     Tenant's employees and agents shall be entitled to make photostatic copies
     of such records, provided Tenant bears the expense of such copying and
     further provided that Tenant keeps such copies in a confidential manner and
     does not discuss, display or distribute such copies to any other third
     party except for Tenant's accountant or legal counsel.

19.  SECTION 5.9: MISCELLANEOUS. The first (1st) and second (2nd) sentences of
     Section 5.9 are revised to read as follows:

     Any delay or failure by Landlord in delivering any Estimate Statement or
     Actual Statement pursuant to this Section 5 will not constitute a waiver of
     its right to require an increase in additional rent for Operating Expenses
     nor will it relieve Tenant of its obligations pursuant to this Section 5,
     except that Tenant will not be obligated to make any payments based on such
     Estimate Statement or Actual Statement until twenty-five (25) days after
     receipt of such Estimate Statement or Actual Statement. If Tenant does not
     object to any Estimate Statement or Actual Statement within sixty (60) days
     after Tenant receives any such statement, such statement will be deemed
     final and binding on Tenant and any future claims to the contrary shall be
     barred.

20.  SECTION 5.9: MISCELLANEOUS. The following sentence is added at the end of
     Section 5.9:

     If no further installments or delinquencies are due, Landlord shall pay
     Tenant the difference in a lump sum within thirty (30) days.

21.  SECTION 6.1: REAL PROPERTY TAXES. The last sentence of Section 6.1 is
     revised to read as follows:

     At Landlord's option, such taxes or excises shall be payable monthly in
     advance on an estimated basis as provided in this Section 6.1 or shall be
     payable within twenty-five (25) days after Landlord's delivery of the tax
     bill to Tenant.

22.  SECTION 6.1: REAL PROPERTY TAXES. The following language is added at the
     end of Section 6.1:

     Nothing contained in this Section 6.1 shall be deemed to require Tenant to
     pay (i) any state, local, federal, personal or corporate income taxes
     measured by Landlord's income; (ii) any estate or inheritance taxes; (iii)
     any franchise or succession taxes; or (iv) interest on taxes or penalties
     resulting from Landlord's failure to pay taxes.

23.  SECTION 6.2: PERSONAL PROPERTY TAXES. The last sentence of Section 6.2 is
     revised to read as follows:

     If any such taxes or assessments are levied against Landlord or Landlord's
     property, Landlord may, after written notice to Tenant (and under proper
     protest if requested by Tenant) pay such taxes and assessments, and Tenant
     shall reimburse Landlord therefor within twenty-five (25) business days
     after demand by Landlord; provided, however, Tenant, at its sole cost and
     expense, shall have the right, with Landlord's cooperation, to bring suit
     in any court of competent jurisdiction to recover the amount of any such
     taxes and assessments so paid under protest.

24.  SECTION 7.2: OTHER UTILITIES AND SERVICES. The first (1st) sentence of
     Section 7.2 is revised to read as follows:

     Tenant shall be solely responsible for and shall promptly pay all charges
     for heat, gas, electricity or any other utility used, consumed or provided
     in, furnished to or attributable to the Premises at the rates charged by
     the supplying utility companies and/or Landlord, provided, however, that
     the rates charged by Landlord shall not include additional management costs
     beyond those management costs contemplated by Section 5.4 (ix);

25.  SECTION 7.2: UTILITIES. The second (2nd) sentence of Section 7 is revised
     to read as follows:

     If any utilities or services are not separately metered or assessed to
     Tenant, Landlord shall make a reasonable determination of Tenant's
     proportionate share of the cost of such utilities and services and Tenant
     shall pay such amount to Landlord, as an item of additional rent, within
     twenty-five (25) days after receipt of Landlord's statement or invoice.

26.  SECTION 7.2: UTILITIES. The sixth (6th) sentence of Section 7.2 is revised
     to read as follows:

     Tenant shall reimburse Landlord within twenty-five (25) days of billing for
     fixture charges and/or water tariffs, if applicable, which are charged to
     Landlord by local utility companies.

27.  SECTION 8.1: USE. The fourth (4th) sentence of Section 8.1 is revised to
     read as follows:

     Landlord shall enforce the Rules and Regulations to the extent commercially
     reasonable, but shall have no liability to Tenant for the violation or
     nonperformance by any other tenant or occupant of the Project of any such
     Rules and Regulations.

                                       3

<PAGE>   57

28.  SECTION 8.1: USE. The following language is added to the end of Section
     8.1:

     Nothing in this Section 8.1 shall be deemed to require Tenant to make
     structural alterations to the Premises or the Building provided, however,
     Tenant shall pay Tenant's Share of certain structural alterations in
     accordance with Section 5.4.

29.  SECTION 8.2: PARKING. The following sentence is added at the end of Section
     8.2:

     Notwithstanding anything contained in the Parking Rules and Regulations
     attached as EXHIBIT "E," Tenant's employees may leave vehicles in the
     parking area overnight so long as such employees are working at the
     Premises overnight.

30.  SECTION 8.3: SIGNS, AWNINGS AND CANOPIES. The following sentence is added
     after the first (1st) sentence of Section 8.3:

     Notwithstanding the foregoing, Tenant shall be permitted at Tenant's sole
     cost and expense to install one (1) parapet sign in the location depicted
     on EXHIBIT "M," in accordance with the Sign Criteria (defined below).

31.  SECTION 8.4(B): HAZARDOUS MATERIALS. The sixth (6th) sentence of Section
     8.4 is revised to read as follows:

     Landlord may utilize an environmental consultant to assist in determining
     conditions of approval in connection with the use, generation, storage,
     release or disposal of any Hazardous Materials by Tenant on or about the
     Premises or to conduct periodic inspections of the use, generation,
     storage, release or disposal of Hazardous Materials by Tenant and, if
     Landlord discovers a violation of this Section 8.4, Tenant shall upon
     Landlord's demand reimburse Landlord for any costs and expenses Landlord
     incurs in connection therewith.

32.  SECTION 9.1: CONDITION OF PREMISES. The following language is added at the
     end of Section 9.1:

     Notwithstanding the foregoing, Landlord warrants that (i) Landlord will
     deliver the Premises to Tenant with the heating, ventilating, air
     conditioning, electrical and plumbing systems and equipment in good working
     condition, and (ii) the Project and the Premises will be built in
     accordance with all applicable codes, including without limitation the
     Americans with Disabilities Act, in effect at the Commencement Date.

33.  SECTION 9.2: LANDLORD'S REPAIR OBLIGATIONS. The first sentence of Section
     9.2 is amended to read as follows:

     Subject to Section 9.3 and Article 16, Landlord shall provide service,
     maintenance and repair with respect to any air conditioning, ventilating or
     heating equipment which serves the Premises and shall maintain in good
     repair the roof, foundations, footings, the exterior portions of the
     Building (including the exterior windows, Common Areas and exterior
     surfaces of the exterior walls of the Building), and the structural
     elements of the Building, all plumbing that are not inside the Premises,
     and all electrical and mechanical systems that are not inside the Premises,
     except that Tenant at its expense shall make all repairs which Landlord
     deems reasonably necessary as a result of the act or negligence of Tenant,
     its agents, employees, invitees, subtenants or contractors.

34.  SECTION 9.2: LANDLORD'S REPAIR OBLIGATIONS. The following language is added
     at the end of Section 9.2:

     If Landlord fails to perform any of its repair and maintenance obligations
     under this Lease with respect to the Premises, and such failure materially
     affects Tenant's ability to use and occupy the Premises for the purposes
     permitted in this Lease, Tenant shall have the right, but not the
     obligation, to perform such repairs or maintenance if such failure
     continues for more than thirty (30) days after written notice from Tenant;
     provided, however, that if the nature of the repairs or maintenance to be
     completed by Landlord is such that more than thirty (30) days are required
     to complete such repairs or maintenance, Landlord shall have such
     additional time as is reasonably necessary to complete such repairs or
     maintenance so long as Landlord takes appropriate action to commence such
     repairs or maintenance within such thirty (30) day-period and thereafter
     diligently pursues such repairs or maintenance to completion. If Tenant
     performs such repairs or maintenance under this Section, Landlord shall
     reimburse Tenant for the reasonable costs incurred by Tenant to complete
     such repairs or maintenance within thirty (30) days after receipt of
     Tenant's written demand therefore, together with copies of the paid
     invoices evidencing the costs incurred by Tenant. Any repairs or
     maintenance permitted herein shall be performed in a good and workmanlike
     manner by licensed contractors. If Landlord objects to the repairs or
     maintenance performed or the expenses incurred by Tenant in performing such
     work, Landlord shall deliver a written notice (the "REPAIR DISPUTE NOTICE)
     of Landlord's objection to Tenant within thirty (30) days after Landlord's
     receipt of Tenant's invoice evidencing the expense incurred by Tenant. The
     Repair Dispute Notice shall set forth Landlord's reasons for its claim that
     such repairs or maintenance were not required or were not Landlord's
     obligation under this Lease or the reasons for Landlord's dispute of the
     expenses incurred by Tenant in performing such work.


                                       4


<PAGE>   58
     If Landlord delivers to Tenant a Repair Dispute Notice and the amount
     disputed under the Repair Dispute Notice exceeds Five Thousand Dollars
     ($5,000), either Party may submit such matter for arbitration pursuant to
     the rules for commercial arbitration of the American Arbitration
     Association. If an award is issued in Tenant's favor, Landlord shall pay
     the amount of such award with interest at the Interest Rate.

35.  SECTION 9.3: TENANT'S REPAIR OBLIGATIONS. The first (1st) sentence of
     Section 9.3 is deleted. The following two (2) sentences are inserted in its
     place:

     Tenant at its sole expense shall comply with all applicable laws and
     governmental regulations governing the Premises and, subject to Section
     9.2, make all repairs necessary to keep the Premises in the condition as
     existed on the Commencement Date (or on any later date that the
     improvements may have been installed), excepting ordinary wear and tear,
     including without limitation all glass, windows, doors, door closures,
     hardware, fixtures, electrical, plumbing, fire extinguisher equipment and
     other equipment. Tenant shall use commercially reasonable efforts to
     minimize ordinary wear and tear.

36.  SECTION 10.2: REMOVAL OF TENANT CHANGES AND TENANT IMPROVEMENTS. The first
     (1st) sentence of Section 10.2 is revised to read as follows:

     All Tenant Changes and the initial Tenant Improvements in the Premises
     (whether installed or paid for by Landlord or Tenant), shall become the
     property of Landlord and shall remain upon and be surrendered with the
     Premises at the end of the Term of this Lease; provided, however, Landlord
     may, by written notice delivered to on or before the date which is sixty
     (60) days prior to the expiration of the Lease Term (or upon any sooner
     termination of this Lease) identify those items of the Tenant Changes which
     Landlord shall require Tenant to remove at the end of the Term of this
     Lease.

37.  SECTION 10.2: REMOVAL OF TENANT CHANGES AND TENANT IMPROVEMENTS. The
     following sentence is added at the end of Section 10.2:

     In addition to removing those Tenant Changes required to be removed in
     accordance with this Section, Tenant shall (i) remove the raised floor in
     the server room; (ii) restore the concrete subfloor in the server room to
     its original condition by, among other things, filling holes in the
     concrete subfloor; (iii) remove the walls of the server room and realign
     the wall to "square off"with the rest of the hard walls; and (iv) remove
     the glass wall in the server room and replace it with drywall.

38.  SECTION 12.1: TYPES OF INSURANCE. The first (1st) sentence of Section
     12.1(a) is revised to read as follows:

     All Risk insurance, including fire and extended coverage, sprinkler leakage
     (including earthquake sprinkler leakage), vandalism and malicious mischief
     coverage upon property of every description and kind owned by Tenant and
     located in the Premises or the Building, or for which Tenant is legally
     liable or installed by or on behalf of Tenant including, without
     limitation, furniture, equipment and any other personal property, and any
     Tenant Changes (but excluding the initial Tenant Improvements previously
     existing or installed in the Premises), in an amount not less then the full
     replacement cost thereof.

39.  SECTION 12.3: EFFECT ON INSURANCE. The second (2nd) sentence of Section
     12.3 is revised to read as follows:

     If Tenant's occupancy or conduct of its business in or on the Premises
     results in any increase in premiums for any insurance carried by Landlord
     or the Association with respect to the Building or the Project, Tenant
     shall pay such increase, as applicable, (i) to Landlord as additional rent
     within twenty-five (25) days after being billed by Landlord, or (ii) to the
     Association within twenty-five (25) days after being billed therefor by the
     Association.

40.  SECTION 16.1: LANDLORD'S RIGHTS AND OBLIGATIONS. Section 16.1 is revised to
     read as follows:

     In the event the Premises are damaged by fire or other casualty to an
     extent not exceeding thirty- five percent (35%) of the full replacement
     cost thereof, and Landlord's contractor estimates in a writing delivered to
     the parties that the damage is such that the Premises may be repaired,
     reconstructed or restored to substantially its condition immediately prior
     to such damage within two hundred seventy (270) days from the date of such
     casualty, and Landlord will receive insurance proceeds sufficient to cover
     the costs of such repairs, reconstruction and restoration (including
     proceeds from Tenant or Tenant's insurance which Tenant is required to
     deliver to Landlord pursuant to Section 16.2 below), then Landlord shall
     commence and proceed diligently with the work of repair, reconstruction and
     restoration and this Lease shall continue in full force and effect. If,
     however, the Premises are damaged to an extent exceeding thirty-five
     percent (35%) of the full replacement cost thereof, or Landlord's
     contractor estimates that such work of repair, reconstruction and
     restoration will require longer than two hundred seventy (270) days to
     complete, or Landlord will not receive insurance proceeds (or proceeds from
     Tenant, as applicable) sufficient to cover the costs of such repairs,
     reconstruction and restoration, then either Party may elect to terminate
     this Lease effective as of the date which is thirty (30) days after the
     other Party's receipt of the election to so terminate. If neither Party
     elects to terminate this Lease pursuant to this Section, then Landlord
     shall repair, reconstruct and restore the portion of the

                                       5
<PAGE>   59
     Premises damaged by such casualty (including the Tenant Improvements and,
     to the extent of insurance proceeds received from Tenant, Tenant Changes),
     in which case this Lease shall continue in full force and effect.

     Under any of the conditions of this Section 16.1, Landlord shall give
     written notice to Tenant of its intention to repair or terminate within the
     later of sixty (60) days after the occurrence of such casualty, or fifteen
     (15) days after Landlord's receipt of the estimate from Landlord's
     contractor.

41.  SECTION 16.2: TENANT'S COSTS AND INSURANCE PROCEEDS. Section 16.2 is
     revised to read as follows:

     In the event of any damage or destruction of all or any part of the
     Premises, Tenant shall immediately: (a) notify Landlord thereof, and (b)
     deliver to Landlord all insurance proceeds received by Tenant with respect
     to the Tenant Improvements in the Premises to the extent such items are not
     covered by Landlord's casualty insurance obtained by Landlord pursuant to
     Section 13 below (excluding proceeds for Tenant's furniture and other
     personal property), whether or not this Lease is terminated as permitted in
     this Section 16. Tenant hereby assigns to Landlord all rights to receive
     such insurance proceeds. If, for any reason (including Tenant's failure to
     obtain insurance for the full replacement cost of any Tenant Changes which
     Tenant is required to insure pursuant to Sections 10.1 and 12.1 (a)),
     Tenant fails to deliver to Landlord insurance proceeds covering the full
     replacement cost of such Tenant Changes which are damaged, Landlord shall
     have no obligation to repair, reconstruct or restore such Tenant Changes.

42.  SECTION 16.5: DAMAGE TO PROJECT. Section 16.5 is revised to read as
     follows:

     If there is a total destruction of the Project or a partial destruction of
     the Project, the cost of restoration of which would exceed one-third (1/3)
     of the then replacement value of the Project, by any cause whatsoever,
     whether or not insured against and whether or not the Premises are
     partially or totally destroyed, Landlord may within a period of one hundred
     twenty (120) days after the occurrence of such destruction, notify Tenant
     in writing that it elects not to so reconstruct or restore the Project, in
     which event this Lease shall cease and terminate as of the date of such
     destruction.

43.  SECTION 16.6: DAMAGE NEAR END OF TERM. Section 16.6 is revised to read as
     follows:

     In addition to the termination rights in Sections 16.1 and 16.4 above,
     Landlord shall have the right to terminate this Lease if, during the last
     twelve (12) months of the Term of this Lease, the Building or Premises are
     damaged by fire or other casualty to an extent exceeding thirty-five
     percent (35%) of the full replacement cost thereof.

44.  SECTION 17.2: PARTIAL TAKING; ABATEMENT OF RENT. The first (1st) sentence
     of Section 17.2 is revised to read as follows:

     In the event of a taking of a portion of the Premises which does not
     substantially interfere with the conduct of Tenant's business, then, except
     as otherwise provided in the immediately following sentence, neither Party
     shall have the right to terminate this Lease and Landlord shall thereafter
     proceed to make a functional unit of the remaining portion of the Premises,
     and rent shall be abated with respect to the part of the Premises which
     Tenant shall be so deprived on account of such taking.

45.  SECTION 18.1: RESTRICTIONS ON TRANSFER. The sixth (6th) sentence of Section
     18.1 is revised to read as follows:

     Without limiting in any way Landlord's right to withhold its consent on any
     reasonable grounds, it is agreed that Landlord will not be acting
     unreasonably in refusing to consent to a Transfer if, in Landlord's
     opinion, (i) the proposed assignee or subtenant does not have the financial
     capability to fulfill the obligations imposed by the Transfer, (ii) the
     proposed Transfer involves a change of use of the Premises from that
     specified herein, or (iii) the proposed assignee or subtenant is not, in
     Landlord's reasonable opinion, of reputable or good character or consistent
     with Landlord's desired tenant mix for the Project.

46.  SECTION 18.1: RESTRICTIONS ON TRANSFER. The following language is added at
     the end of Section 18.1:

     Landlord acknowledges that Tenant intends to sublet up to twenty-five
     percent (25%) of the Rentable Square Feet of the Premises in the location
     depicted within the cross-hatched area on EXHIBIT "N" (the "SUBLEASE
     AREA"). Notwithstanding anything to the contrary set forth in this Section
     18.1, a private or public offering of Tenant's stock shall not require
     Landlord's prior consent. In the event of a default by Tenant (as defined
     in this Lease), Jeffries and Company, a ______________ corporation
     ("JEFFRIES"), shall have the right to assume Tenant's obligations under
     this Lease so long as (i) Jeffries delivers ten (10) days' prior written
     notice to Landlord, (ii) at the time of such assignment, the net worth of
     Jeffries is the same as the net worth of Jeffries as of the date of this
     Lease, (iii) the proposed Transfer does not involve a change of use of the
     Premises from that specified herein, and (iv) in Landlord's reasonable
     opinion, Jeffries is of reputable or good character and consistent with
     Landlord's desired tenant mix for the Project. Tenant shall provide
     Landlord written notice of any Transfer for which Landlord's consent is not
     required under this Section.

                                       6
<PAGE>   60

47.  SECTION 18.3: LANDLORD'S OPTIONS. Section 18.3 is revised to read as
     follows:

     Within twenty (20) days of Landlord's receipt of any Transfer Notice, and
     any additional information reasonably requested by Landlord concerning the
     proposed Transferee's financial responsibility, Landlord will notify Tenant
     of its election to do one of the following: (i) consent to the proposed
     Transfer subject to such reasonable conditions as Landlord may impose in
     providing such consent; (ii) refuse such consent, which refusal shall be on
     reasonable grounds; or (iii) terminate this Lease as to all or such portion
     of the Premises which is proposed to be sublet or assigned and recapture
     all or such portion of the Premises for reletting by Landlord.
     Notwithstanding the foregoing, Landlord shall waive its option under
     Section 18.3(iii) with respect to Tenant's initial sublease of the Sublease
     Area.

48.  SECTION 18.4: ADDITIONAL CONDITIONS. The first (1st), second (2nd) and
     third (3rd) sentences of Section 18.4 are revised to read as follows:

     Within five (5) days after Landlord consents to any Transfer, Tenant shall
     deliver to Landlord a true copy of the fully executed instrument of
     assignment, sublease, transfer of hypothecation, in form and substance
     reasonably satisfactory to Landlord. Tenant shall pay to Landlord, as
     additional rent, fifty percent (50%) of all sums and other consideration
     payable to and for the benefit of Tenant by the Transferee in excess of the
     rent payable under this Lease for the same period and portion of the
     Premises. In calculating excess rent or other consideration which may be
     payable to Landlord under this Section, Tenant will be entitled to deduct
     commercially reasonable third party brokerage commissions, attorneys' fees,
     tenant concessions and other amounts reasonably and actually expended by
     Tenant in connection with such assignment or subletting if acceptable
     written evidence of such expenditures is provided to Landlord.

49.  SECTION 19.1: TENANT'S DEFAULT. Section 19.1(a) is revised to read as
     follows:

     (a) the vacation or abandonment of the Premises by Tenant. "ABANDONMENT"
     includes without limitation any absence by Tenant from the Premises, other
     than for remodeling or repair of the Premises, for five (5) business days
     or longer while in default of any other provision of this Lease;

50.  SECTION 19.5: LANDLORD'S RIGHT TO PERFORM. The second (2nd) sentence of
     Section 19.5 is revised to read as follows:

     If Tenant fails to pay any sum of money (other than Annual Basic Rent) or
     perform any other act on its part to be paid or performed under this Lease
     and such failure continues for three (3) days with respect to monetary
     obligations (or twenty-five (25) days with respect to nonmonetary
     obligations) after Tenant's receipt of written notice from Landlord,
     Landlord may, without waiving or releasing Tenant from any of Tenant's
     obligations, make such payment or perform such other act on behalf of
     Tenant.

51.  SECTION 19.8: SECURITY INTEREST. The following language is added at the end
     of Section 19.8:

     At Tenant's request Landlord shall execute such instrument as Tenant's
     lender may reasonably request to evidence Landlord's subordination of its
     rights with respect to any fixtures, machinery, equipment, furnishings and
     other articles of personal property purchased by Tenant with financing
     obtained from such lender.

52.  SECTION 21: SUBORDINATION. The first (1st) sentence of Section 21 is
     revised to read as follows:

     Without the necessity of any additional document being executed by Tenant
     for the purpose of effecting a subordination, and at the election of
     Landlord or any mortgagee of a mortgage or a beneficiary of a deed of trust
     now or hereafter encumbering all or any portion of the Building or the
     Project, or any lessor of any ground or master lease now or hereafter
     affecting all or any portion of the Building or the Project, this Lease
     shall be subject and subordinate at all times to such ground or master
     leases, and such extensions and modifications thereto, and to the lien of
     such mortgages and deeds of trust, as well as to any advances made
     thereunder and to all renewals, replacements, modifications and extensions
     thereto, provided such ground lessor, master lessor, mortgagee or
     beneficiary, as applicable, agrees not to disturb Tenant's tenancy under
     this Lease so long as Tenant is not in default under this Lease.

53.  SECTION 21: SUBORDINATION. The third (3rd) sentence of Section 21 is
     revised to read as follows:

     If any ground or master lease terminates for any reason or any mortgage or
     deed of trust is foreclosed or a conveyance in lieu of foreclosure is made
     for any reason, at the election of Landlord's successor in interest, Tenant
     shall attorn to and become the tenant of such successor provided such
     ground lessor, master lessor, mortgagee or beneficiary, as applicable,
     agrees not to disturb Tenant's tenancy under this Lease so long as Tenant
     is not in default under this Lease.

54.  SECTION 21: SUBORDINATION. The last two (2) sentences of Section 21 are
     revised to read as follows:

     Tenant shall execute and deliver to Landlord within fifteen (15) days after
     receipt of written demand by Landlord and in the form reasonably required
     by Landlord, any additional documents evidencing the priority or
     subordination of this Lease with respect to any such ground or master lease
     or the lien of any such mortgage or deed of trust. If Tenant fails to sign
     and return any such documents within said fifteen (15) day period, Tenant
     shall be in default under this Lease without the benefit of any additional
     notice or cure periods specified in Section 19.1 above.

                                       7

<PAGE>   61

55.  SECTION 21: SUBORDINATION. The following language is added to the end of
     Section 21:

     Landlord shall use commercially reasonable efforts to obtain a commercially
     reasonable subordination, nondisturbance and attornment agreement from any
     future lender whose loan is secured by the Building or the Project.

56.  SECTION 22.3: LANDLORD'S OBLIGATIONS. The following is added to the Lease
     as Section 22.3:

     Within fifteen (15) days following Landlord's receipt of a written request
     from Tenant's lender, Landlord shall execute and deliver to Tenant an
     estoppel certificate in a form substantially similar to the form of EXHIBIT
     "F," certifying: (a) the Commencement Date of this Lease; (b) that this
     Lease is unmodified and in full force and effect (or, if modified, that
     this Lease is in full force and effect as modified, and stating the date
     and nature of such modifications); (c) the date to which the rent and other
     sums payable under this Lease have been paid; (d) that there are not, to
     the best of Landlord's knowledge, any defaults under this Lease by either
     Landlord or Tenant, except as specified in such certificate; and (e) such
     other matters as are reasonably requested by Tenant.

57.  SECTION 23: FINANCIAL STATEMENTS. The first (1st) sentence of Section 23 is
     revised to read as follows:

     Tenant shall deliver to Landlord, prior to the execution of this Lease and
     thereafter within fifteen (15) days after Landlord's request, current tax
     returns and the most recent publicly available financial statements,
     including a balance sheet and profit and loss statement for the most recent
     prior year, of Tenant and any guarantor of this Lease (collectively, the
     "STATEMENTS").

58.  SECTION 24: PROJECT PLANNING. Section 24 of the Lease is deleted.

59.  SECTION 25.1: MODIFICATIONS. Section 25.1 is revised to read as follows:

     If, in connection with Landlord's obtaining or entering into any financing
     or ground lease for any portion of the Building or the Project, the lender
     or ground lessor shall request modifications to this Lease, Tenant shall,
     within ten (10) business days after request therefor, execute an amendment
     to this Lease including such modifications, provided such modifications do
     not increase the obligations (including, without limitation, financial
     obligations), of Tenant hereunder, or adversely affect the leasehold estate
     created hereby or Tenant's rights under this Lease

60.  SECTION 27: ENTRY BY LANDLORD. Section 27 is revised to read as follows:

     Landlord and its employees and agents shall at all reasonable times have
     the right to enter the Premises to inspect the same, to supply any service
     required to be provided by Landlord to Tenant under this Lease, to exhibit
     the Premises to prospective lenders or purchasers (or during the last year
     of the Term, to prospective tenants), to post notices of nonresponsibility,
     and to alter, improve or repair the Premises or any other portion of the
     Building, all without being deemed guilty of or liable for any breach of
     Landlord's covenant of quiet enjoyment or any eviction of Tenant, and
     without abatement of rent. In exercising such entry rights, Landlord shall
     use commercially reasonable efforts to minimize the interference with
     Tenant's business, and shall provide Tenant with reasonable advance written
     notice of such entry (except in emergency situations). Landlord shall have
     the right, at its option, to retain a key which unlocks all of the doors in
     the Premises, excluding Tenant's vaults, safes and server room, and
     Landlord shall have the right to use any and all means which Landlord may
     deem proper to open Tenant's doors in an emergency in order to obtain entry
     to the Premises. Any entry to the Premises obtained by Landlord by any of
     said means or otherwise shall not under any circumstances be construed or
     deemed to be a forcible or unlawful entry into, or a detainer of, the
     Premises, or an eviction of Tenant from the Premises or any portion of the
     Premises, or grounds for any abatement or reduction of rent and Landlord
     shall not have any liability to Tenant for any damages or losses on account
     of any such entry by Landlord except, subject to the provisions of Section
     15.1, to the extent of Landlord's gross negligence or willful misconduct.

61.  SECTION 31.2: HOLDING OVER. The first (1st) sentence of Section 31.2 is
     revised to read as follows:

     If Tenant holds over after the expiration or earlier termination of the
     Term, Tenant shall become a tenant at sufferance only, upon the terms and
     conditions set forth in this Lease so far as applicable (including Tenant's
     obligation to pay all Common Area Expenses and any other additional rent
     under this Lease), but at a Monthly Basic Rent equal to: (a) for the first
     (1st) thirty (30) days of such holding over, one hundred fifty percent
     (150%) of the Monthly Basic Rent applicable to the Premises immediately
     prior to the date of such expiration or earlier termination; and (b) after
     the first (1st) thirty (30) days of such holding over, one hundred
     seventy-five percent (175%) of the Monthly Basic Rent applicable to the
     Premises immediately prior to the date of such expiration or earlier
     termination.


                                       8

<PAGE>   62

62.  SECTION 32.13: FORCE MAJEURE. The first (1st) sentence of Section 32.13 is
     revised to read as follows:

     If either Party is delayed or hindered in or prevented from the performance
     of any act required under this Lease by reason of strikes, lock-outs, labor
     troubles, inability to procure materials, failure of power, governmental
     moratorium or other governmental action or inaction (including failure,
     refusal or delay in issuing permits, approvals or authorizations),
     injunction or court order, riots, insurrection, war, fire, earthquake,
     flood or other natural disaster or other reason of a like nature not the
     fault of the Party delaying in performing work or doing acts required under
     the terms of this Lease (but excluding delays due to financial inability)
     (collectively, "FORCE MAJEURE DELAYS"), then performance of such act shall
     be excused for the period of the delay and the period for the performance
     of any such act shall be extended for a period equivalent to the period of
     such delay so long as the delayed Party delivers written notice to the
     other Party describing the Force Majeure Delay within five (5) days after
     the occurrence of the event.

63.  SECTION 32.18: BUILDING HOURS. The following Section 32.18 is added to the
     Lease:

     32.18 Building Hours. Notwithstanding anything to the contrary contained in
     this Lease, Tenant shall have access to the Premises twenty-four (24) hours
     per day, seven (7) days per week.

64.  SECTION 32.19: LETTER OF CREDIT. The following Section 32.19 is added to
     the Lease:

     As additional security for Tenant's obligation under this Lease,
     concurrently with Tenant's execution of this Lease, Tenant shall deliver to
     Landlord an irrevocable letter of credit (the "LETTER OF CREDIT"), issued
     by a financial institution located in California reasonably acceptable to
     Landlord, in the amount equal to Seven Hundred Twenty-Five Thousand Dollars
     ($725,000) in the form of EXHIBIT "L" attached to this Lease. The Letter of
     Credit shall have an expiration date no earlier than one (1) year following
     the date the Letter of Credit is issued. Tenant shall extend the expiration
     date of the Letter of Credit for successive one (1) year terms until
     Landlord has drawn on the Letter of Credit. If Tenant has not extended the
     expiration date of the Letter of Credit at least ten (10) business days
     prior to the expiration of the Letter of Credit, Landlord shall be
     authorized to draw on the full amount of the Letter of Credit. So long as
     Tenant is not and has not been in default under this Lease, Tenant shall be
     entitled to reduce the amount of the Letter of Credit annually upon each
     renewal of the Letter of Credit by One Hundred Forty-Five Thousand Dollars
     ($145,000). If Tenant defaults under this Lease, Landlord shall be
     authorized to draw on the full amount of the Letter of Credit to apply
     towards amounts owed to Landlord in connection with the default (together
     with any applicable interest and penalties). Notwithstanding such
     application of Letter of Credit proceeds against such amounts (together
     with any applicable interest and penalties), Tenant's default shall not be
     deemed cured unless and until Tenant either (i) increases the Letter of
     Credit principal amount by the amount of proceeds so applied, or (ii) pays
     Landlord the amount of Letter of Credit proceeds so applied (which shall
     thereafter be held by Landlord to secure Tenant's obligations under the
     Lease), it being the parties' intent that Landlord shall at all times
     retain security in the amount of the Letter of Credit (either in cash or in
     undrawn proceeds of the Letter of Credit) except as such security may be
     reduced as provided above. For example, Tenant may also elect to increase
     the Letter of Credit principal amount by the full amount of the proceeds
     drawn by Landlord and applied to cure Tenant's delinquencies, in which case
     Landlord shall hold the amount of such payment with the unapplied proceeds
     of the Letter of Credit as security for Tenant's obligations under this
     Lease. If, at any time following Landlord's acceptance of the financial
     institution issuing the Letter of Credit ("ISSUING INSTITUTION"), Landlord
     determines in its reasonable discretion that the financial strength of the
     Issuing Institution has substantially decreased, Landlord shall have the
     right to require that Tenant obtain the Letter of Credit from another
     financial institution reasonably acceptable to Landlord.

65.  SECTION 32.20: FIBER OPTICS. The following Section 32.20 is added to the
     Lease:

     32.20 Fiber Optics. Tenant shall have the right, at its sole cost and
     expense, to install fiber optics in the Premises, on the following terms
     and conditions:

     (a) Tenant shall not install any fiber optics in the Premises (the "FIBER
     OPTICS WORK") unless Tenant first submits to Landlord proposed plans for
     the Fiber Optics Work and obtains Landlord's prior written approval of the
     plans and the Fiber Optics Work, including without limitation the location
     and screening of the Fiber Optics Work, and of all contractors and
     subcontractors who will perform any aspect of the Fiber Optics Work, which
     approval Landlord shall not unreasonably withhold. The installation of the
     Fiber Optics Work shall be subject to the specifications of Landlord's
     roofing consultant. Landlord may impose, as a condition to its consent, any
     requirements that Landlord in its discretion may deem reasonable or
     desirable, including without limitation a requirement that all work be
     covered by a lien and completion bond satisfactory to Landlord and
     requirements as to the manner, time and contractor for performance of the
     work. Upon completion of the Fiber Optics Work, Tenant shall furnish
     Landlord a complete set of "as built" plans for such Fiber Optics Work.

     (b) All Fiber Optics Work shall be performed: (i) in accordance with the
     approved plans, specifications and working drawings; (ii) lien-free and in
     a good and workmanlike manner; (iii) in compliance with all laws, rules and
     regulations of all governmental agencies and authorities including, without
     limitation, the provisions of Title III of the Americans with Disabilities
     Act of 1990; (iv) in such a manner so as not to unreasonably interfere with
     the occupancy of any other tenant in the Building or any other

                                       9


<PAGE>   63

     building located within the Project, nor impose any additional expense upon
     nor delay Landlord in the maintenance and operation of the Building or any
     other building located within the Project; and (v) at such times, in such
     manner and subject to such rules and regulations as Landlord may from time
     to time reasonably designate.

     (c) Throughout the performance of the Fiber Optics Work, Tenant shall
     obtain, or cause its contractors to obtain, workers compensation insurance
     and commercial general liability insurance in compliance with the
     provisions of Section 12 of this Lease.

     (d) Tenant shall maintain all of the Fiber Optics Work within the Premises.

66.  SECTION 32.21: TELECOMMUNICATIONS EQUIPMENT. The following Section 32.21 is
     added to the Lease:

     32.21 Telecommunications Equipment. Tenant shall have the right, at its
     sole cost and expense, to install, maintain and replace satellite dishes
     and other telecommunication equipment (collectively, the
     "TELECOMMUNICATIONS EQUIPMENT") on the roof of the Building on the
     following terms and conditions:

     (a) Tenant shall not install, maintain or replace any Telecommunications
     Equipment in or on any portion of the Building (the "TELECOMMUNICATIONS
     WORK") unless Tenant first submits to Landlord plans for the
     Telecommunications Work and obtains Landlord's prior written approval of
     the plans and the Telecommunications Work, including without limitation the
     location and screening of the Telecommunications Work, and of all
     contractors and subcontractors who will perform any aspect of the
     Telecommunications Work, which approval Landlord shall not unreasonably
     withhold. The installation of the Telecommunications Work shall be subject
     to the specifications of Landlord's roofing consultant. Landlord may
     impose, as a condition to its consent, any requirements that Landlord in
     its discretion may deem reasonable or desirable, including without
     limitation a requirement that all work be covered by a lien and completion
     bond satisfactory to Landlord and requirements as to the manner, time and
     contractor for performance of the work. Upon completion of the
     Telecommunications Work, Tenant shall furnish Landlord a complete set of
     "as built" plans for such Telecommunications Work.

     (b) All Telecommunications Work shall be performed: (i) in accordance with
     the approved plans, specifications and working drawings; (ii) lien-free and
     in a good and workmanlike manner; (iii) in compliance with all laws, rules
     and regulations of all governmental agencies and authorities including,
     without limitation, the provisions of Title III of the Americans with
     Disabilities Act of 1990; (iv) in such a manner so as not to unreasonably
     interfere with the occupancy of any other tenant in the Building or any
     other building located within the Project, nor impose any additional
     expense upon nor delay Landlord in the maintenance and operation of the
     Building or any other building located within the Project; and (v) at such
     times, in such manner and subject to such rules and regulations as Landlord
     may from time to time reasonably designate.

     (c) Throughout the performance of the Telecommunications Work, Tenant shall
     obtain, or cause its contractors to obtain, workers compensation insurance
     and commercial general liability insurance in compliance with the
     provisions of Section 12 of this Lease.

     (d) All Telecommunications Work must meet the Aliso Viejo Community Design
     Guidelines.

     (e) Tenant may install a satellite dish or other telecommunications
     equipment in accordance with the terms of this Section for Tenant's own use
     only but Tenant shall not resell or distribute, directly or indirectly, any
     such services to any other occupant of the Project. If Tenant breaches this
     covenant, Tenant acknowledges that damages would be an inadequate remedy
     for Landlord; therefore, Landlord shall be entitled, in any such event, to
     seek injunctive relief against Tenant in addition to any other remedies
     Landlord may have at law or in equity.

67.  SECTION 33.4: GUARANTY. Section 33.4 of the Lease is deleted.

68.  SECTION 33.6: LANDLORD'S AUTHORITY. The following Section 33.5 is added to
     the Lease:

     33.6. Landlord's Authority. If Landlord executes this Lease as a
     partnership or corporation, then Landlord and the persons and entities
     executing this Lease on behalf of Landlord represent and warrant that: (a)
     Landlord is a duly authorized and existing partnership or corporation, as
     the case may be, and is qualified to do business in California; (b) such
     persons and entities executing this Lease are duly authorized to execute
     and deliver this Lease on Landlord's behalf in accordance with Landlord's
     partnership agreement (if Landlord is a partnership), or a duly adopted
     resolution of Landlord's board of directors and Landlord's by-laws (if
     Landlord is a corporation); and (c) this Lease is binding upon Landlord in
     accordance with its terms.


                                       11

<PAGE>   64
69.  BASE CONSTRUCTION ALLOWANCE. Tenant may use $11,700.71 of the Base
     Construction Allowance for "overstandard" items shown in the approved Work
     Cost Estimate which would otherwise not be permitted to be covered by the
     Base Construction Allowance under Section 5.3 of the Work Letter Agreement.


                                              ALISO VIEJO TOWN CENTER CORPORATE
                                                PARK LLC,
                                              a California limited liability
                                                company

                                              By: J. F. Shea Co., Inc.,
                                                  a Nevada corporation
                                                  Its Manager

                                              By: ______________________________

                                                  Its: _________________________

                                              By: ______________________________

                                                  Its: _________________________

                                                            "Landlord"


                                              Freerealtime.com, Inc,
                                                a Delaware corporation

                                              By: ______________________________

                                                  Its: _________________________

                                              By: ______________________________

                                                  Its: _________________________

                                                          "Tenant"


                                       12

<PAGE>   65
                              RIDER NO. 2 TO LEASE

                             EXTENSION OPTION RIDER

This Rider No. 2 is made this ___________ day of September, 2000, between ALISO
VIEJO TOWN CENTER CORPORATE PARK LLC, a California limited liability company
("LANDLORD"), and Freerealtime.com, Inc., a Delaware corporation ("TENANT").
This Rider is attached to and constitutes a part of that certain Triple Net
Lease of even date herewith (the "LEASE") between Landlord and Tenant. If there
is any inconsistency between the provisions of this Rider and the other
provisions of this Lease, the provisions of this Rider shall control.

1. TERMS. Except as the context otherwise requires and unless otherwise
expressly provided herein, the capitalized terms in this Rider shall have the
same meanings as any similarly capitalized terms defined in the Lease or in any
Rider attached to the Lease.

2. OPTION TO EXTEND. Landlord hereby grants to Tenant an option to extend the
Term for a period of five (5) years (the "EXTENSION TERM"), commencing when the
Term expires, upon each and all of the following terms and conditions:

a. Tenant gives to Landlord, and Landlord receives, written notice of the
exercise ("NOTICE OF EXERCISE") of the option to extend the Lease no earlier
than twelve (12)) months and no later than nine (9) months prior to the
expiration of the Term. If the Notice of Exercise is not so given and received,
this option shall automatically lapse.

b. Tenant shall not be in default on the date Landlord receives the Notice of
Exercise and on the first day of the Extension Term.

c. All of the terms and conditions of the Lease, except where specifically
modified by this option, shall apply.

3. ADJUSTMENT OF MONTHLY BASIC RENT UPON EXERCISE OF OPTION. The Monthly Basic
Rent payable on the first day of each month of the first year of the Extension
Term shall be the greater of the Fair Market Rent (calculated in accordance with
Paragraph 5 below) or one hundred percent (100%) of the Monthly Basic Rent
payable by Tenant under the Lease during the last full calendar month
immediately preceding the first day of the Extension Term. Upon proper exercise
of this option, the term "Term" shall be deemed to include the Extension Term.

4. FAIR MARKET RENT. As used in this Rider, "FAIR MARKET RENT" means the monthly
fair market rental of the Premises for the then highest and best use permitted
by applicable zoning ordinances and the covenants, conditions and restrictions
applicable to the Premises, including any applicable periodic adjustments. If
Tenant exercises its option to extend the term of the Lease, the Fair Market
Rent shall be determined by appraisal in the manner set forth in this Rider.
Landlord shall give Tenant notice of Landlord's determination of the Fair Market
Rent ("LANDLORD'S DETERMINATION") not later than ninety (90) days prior to the
first day of the Extension Term. Landlord's Determination shall be conclusive
unless Tenant (i) within ten (10) days after Tenant's receipt of Landlord's
Determination gives written notice to Landlord of Tenant's objection to
Landlord's Determination and employs and pays a real property MAI appraiser to
determine the Fair Market Rent ("TENANT'S APPRAISAL"), and (ii) within thirty
(30) days after Tenant's receipt of Landlord's Determination submits to Landlord
in writing Tenant's Appraisal and a summary of the bases and assumptions
supporting Tenant's Appraisal. If within ten (10) days after Landlord's receipt
of Tenant's Appraisal, Landlord and Tenant do not establish the Fair Market Rent
by agreement, Landlord shall employ and pay a real property MAI appraiser to
determine the Fair Market Rent and submit in writing such appraisal ("LANDLORD'S
APPRAISAL") to Tenant no later than thirty (30) days after Landlord's receipt of
Tenant's Appraisal. If Landlord's Appraisal and Tenant's Appraisal differ by
less than ten percent (10%), the greater of the two (2) appraisals shall be the
Fair Market Rent. If Landlord's Appraisal and Tenant's Appraisal differ by more
than ten percent (10%), the two appraisers shall be instructed to appoint a
third real property MAI appraiser to determine the Fair Market Rent ("THIRD
APPRAISAL"). Landlord and Tenant shall each pay one-half (1/2) the cost of the
Third Appraisal. The Fair Market Rent shall be the average of the three (3)
appraisals. The Fair Market Rent, as so determined, shall be binding upon
Landlord and Tenant and may be confirmed at the request of either Landlord or
Tenant as a judgment in any court of competent jurisdiction. If the Fair Market
Rent is not determined prior to the first day of the Extension Term, Tenant
shall pay Monthly Basic Rent during such Extension Term based upon Landlord's
Determination ("INTERIM PAYMENTS") until the Fair Market Rent is determined as
set forth herein. If the Monthly Basic Rent payments as finally determined
("FINAL INSTALLMENTS") exceed the Interim Payments, Tenant shall pay promptly to
Landlord the difference between the Final Installments and the Interim Payments
actually paid by Tenant. If the Final Installments are less than the Interim
Payments, Landlord shall refund promptly to Tenant the difference between the
Interim Payments actually paid by Tenant and the Final Installments.

5. PRORATION OF MONTHLY BASIC RENT. Upon exercise of this option, Monthly Basic
Rent for any partial month at the beginning of the Extension Term shall be
prorated on a per diem basis from the first day of the Extension Term to the
last day of the month during which the Extension Term commences. Such prorated
portion shall be paid on the first day of the Extension Term.

6. NO DEFAULTS. If during any consecutive twelve (12) calendar months during the
Term there occur more than one monetary (1) default by Tenant (even though such
defaults are subsequently cured by Tenant), Tenant's option to extend shall,
upon written notice from Landlord to Tenant, be terminated and shall thereafter
be of no further force or effect.

                                      -1-
<PAGE>   66
7. NO ASSIGNMENT. Tenant's Extension Option is personal to the original Tenant
executing this Lease and may not be exercised or assigned, voluntarily or
involuntarily, by or to any person or entity other than the original Tenant.

                                              ALISO VIEJO TOWN CENTER CORPORATE
                                                PARK LLC,
                                              a California limited liability
                                                company

                                              By: J. F. Shea Co., Inc.,
                                                  a Nevada corporation
                                                  Its Manager

                                              By: ______________________________

                                                  Its: _________________________

                                              By: ______________________________

                                                  Its: _________________________

                                                            "Landlord"


                                              Freerealtime.com, Inc,
                                                a Delaware corporation

                                              By: ______________________________

                                                  Its: _________________________

                                              By: ______________________________

                                                  Its: _________________________

                                                          "Tenant"


                                       -2-