Exhibit #10.47
                       AMENDMENT TO DEVELOPMENT AGREEMENT

         This Amendment to Development  Agreement  ("Amendment") is entered into
as of  ____________,  2000 by and among the City of San Rafael (the  "City"),  a
charter  city;  Fair,  Isaac and  Company,  Inc.  ("Fair,  Isaac"),  a  Delaware
corporation,  and San Rafael Corporate Center, LLC, a Delaware limited liability
company,  an  entity  related  to  Wilson/Equity   Office,  Inc.,  a  California
corporation,  ("Wilson"),  or a permitted transferee of Wilson, as permitted and
defined in Section 3.7 herein, with reference to the following:

         A. The City,  Fair,  Isaac and  Village  Builders,  LP  ("Village"),  a
California  limited  partnership,  entered into a  Development  Agreement  dated
February  17,  1998 (the "DA")  pursuant to the  authority  of  Government  Code
Sections  65864 et seq.  The DA was  recorded on April 9, 1998,  as Document No.
98-023245 in the Official  Records of Marin  County.  The DA sets forth  certain
agreements  between the City and Fair,  Isaac regarding the Property (as defined
in the DA). Pursuant to Section 12.2 of the DA, Village no longer has any rights
or obligations under the DA.

         B. On May 18, 1998, the San Rafael  Redevelopment Agency ("Agency") and
Fair,  Isaac entered into an Owner  Participation,  Disposition  and Development
Agreement,  which  agreement  was  amended  by  the  First  Amendment  to  Owner
Participation,  Disposition and  Development  Agreement dated September 7, 1999.
The  Owner  Participation,  Disposition  and  Development  Agreement  and  First
Amendment thereto are referred to collectively herein as the "OPDDA".  The OPDDA
provides  for Fair,  Isaac to develop the  Property (as defined in the OPDDA) in
accordance  with the provisions of the OPDDA.  (The "Property" as defined in the
DA and the OPDDA consists of the same real property.)

         C. As permitted by Section 5.01 of the OPDDA (which  permits a transfer
to a synthetic  lease lessor in accordance with the terms of Section 12.1 of the
DA),  Lease Plan North  America,  Inc.  ("LP"),  an  Illinois  corporation,  has
acquired the  Developer  Parcel (as defined in the OPDDA) and leased it to Fair,
Isaac.  Pursuant to the OPDDA,  the Agency has also conveyed the City Parcel (as
defined in the OPDDA) to LP, which has leased it to Fair, Isaac.

         D. Fair, Isaac desires to cause the sale and Wilson desires to purchase
the Property.  To that end Fair, Isaac and Wilson have entered into an agreement
dated June 28, 2000 (the "Purchase  Agreement")  providing for the conveyance of
the Property to Wilson and  assignment  to Wilson of the rights and  obligations
under the OPDDA and DA.

         E.  Pursuant  to the DA, the  consent of the City is  required  for the
conveyance of the Property to Wilson and  assignment to Wilson of the rights and
obligations under the DA.

         F. The City,  Fair,  Isaac and Wilson desire to set forth the terms and
conditions related to the City's consent to conveyance of the Property to Wilson
and assignment to Wilson of the rights and obligations under the DA.

         G. Wilson and the City desire to provide for certain  amendments to the
DA with regard to Wilson's future development of the Property and to acknowledge
that Wilson may assign this Agreement as provided for in Section 3.7.

         H. On July 25, 2000, the Planning Commission approved the Revisions (as
defined below) and,  recommended  that the City Council approve those aspects of
the Revisions requiring City Council approval.


<PAGE>


         I. On August 7, 2000,  the City Council  approved  those aspects of the
Revisions requiring City Council approval.

         J. On July 25, 2000, the Planning Commission of the City held a hearing
concerning  the  provisions of this  Amendment and adopted  Resolution No. 00-16
recommending  amendment of the DA in the manner  contemplated herein and finding
that such  amendment of the DA provides  benefits as  anticipated  in conformity
with the City's General Plan and is otherwise consistent with the City's General
Plan and all applicable City ordinances, rules and regulations.

         K. On August 7, 2000, the City held a public hearing on this Amendment.
On August 21, 2000, the City Council adopted Ordinance No. 1755 (attached hereto
as Exhibit B) approving  this  Amendment  and  amendment of Ordinance  No. 1722,
which ordinance  initially  approved the DA.  Ordinance No. 1755 also authorizes
the Mayor or Vice Mayor of the City to execute  this  Amendment on behalf of the
City.  Ordinance No.1755 also adopts the findings of the Planning Commission set
forth in Planning Commission  Resolution No. 00-16 regarding consistency of this
Amendment with the General Plan and all applicable  City  ordinances,  rules and
regulations.

         L.  In  approving   this   Amendment,   the  City  has  considered  the
environmental  impact report ("EIR")  prepared in conjunction  with the Agency's
approval of the OPDDA, the City's approval of the DA, and the City's approval of
the Vested Approvals (as defined in the DA) and any amendments thereto,  for the
"project" on the Property  contemplated by the DA and OPDDA,  has considered the
addendum  to the EIR  ("Addendum"),  which  analyzes  the minor  changes  to the
"project" that may be  implemented  pursuant to this Amendment and, based on the
Addendum  and other  evidence  presented at the hearing on this  Amendment,  has
found that the minor changes in the "project" that may be  implemented  pursuant
to this  Amendment  will not  result in  substantial  changes  in the  potential
environmental  effects of the  "project,"  as  analyzed  in the EIR,  no further
environmental  evaluation is required,  and no supplemental or subsequent EIR is
required pursuant to CEQA Guidelines  Sections 15162, 15163, and 15164 or Public
Resources Code Section 21166.

         THEREFORE, the parties agree as follows:


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<PAGE>


                                   ARTICLE 1.
                   CONSENT TO TRANSFER AND CONDITIONS THERETO

         Section 1.1 Consent to Assignment of DA. Subject to the satisfaction of
the  conditions in Section 1.2 below,  the City hereby  consents to and approves
(i) the conveyance of the Property and (ii), Fair Isaac's  assignment of all its
rights and  obligations  under the DA, to Wilson or an Affiliate,  as defined in
Section  3.1 of this  Amendment.  The  City's  consent  and  approval  is  given
notwithstanding  the  fact  that  Wilson  and  Fair,  Isaac  have not and do not
contemplate  that  Fair,  Isaac and Wilson  will  enter  into a lease  agreement
providing for Fair, Isaac to initially occupy Phase I (as defined in the DA).

         Section 1.2  Conditions  to Consent and  Approval.  The  following  are
conditions precedent to the City's consent and approval of the conveyance of the
Property  to Wilson  and Fair,  Isaac's  assignment  to Wilson of its rights and
obligations  under the DA, which conditions may be waived in the sole discretion
of the City:

                  (a)      By December 31, 2000  the Property shall  be conveyed
                           to Wilson or an Affiliate.

                  (b)      By December 31, 2000 Fair,  Isaac shall have assigned
                           all its rights and obligations under the DA to Wilson
                           or an Affiliate.

                  (c)      By December 31, 2000 Fair,  Isaac shall have assigned
                           all its  rights  and  obligations  under the OPDDA to
                           Wilson or an Affiliate.

                  (d)      Concurrently  with the closing of the  conveyance  of
                           the Property to Wilson,  Fair,  Isaac shall have made
                           the payment to the City  contemplated  by Section 1.3
                           below.

                  (e)      Concurrently  with the closing of the  conveyance  of
                           the Property to Wilson, Fair, Isaac has completed the
                           donation contemplated by Section 1.4 below.

         Wilson may request that the date by which the foregoing conditions must
be  satisfied  be  extended  and the City shall not  unreasonably  withhold  its
approval of such request if it is satisfied that Purchase  Agreement  remains in
full force and effect,  the need for the  extension  arises  from events  beyond
Wilson's  control and the period of  extension  is only for the time  reasonably
necessary to satisfy the condition but in no event more than one hundred  eighty
(180) days.

         Section 1.3 Payment by Fair,  Isaac.  In  consideration  for the City's
consent  and  approval  as set forth in Section  1.1 above and the  consent  and
approval of the Agency as set forth in the Consent and Agreement dated August 7,
2000 by and among the  Agency,  Fair,  Isaac and Wilson (the  "Consent"),  Fair,
Isaac shall pay to the City the sum of Two Million  Dollars  ($2,000,000).  Said
amount  shall be paid  concurrently  with the closing of the  conveyance  of the
Property  to Wilson.  Fair,  Isaac and Wilson  shall take such steps and provide
such  instructions  to the escrow  holder for the  conveyance of the Property to
Wilson to assure that the amount to be paid to the City is paid  directly to the
City at the  closing for the  conveyance  from funds that are held by the escrow
holder.

         Section 1.4 Donation.  Fair,  Isaac hereby offers to donate to the City
the sum of One Million Three Hundred Thousand Dollars ($1,300,000) to be used by
the City for a capital  project or


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<PAGE>


projects in the downtown San Rafael area determined pursuant to this Section 1.4
that will  benefit  the  citizens of San Rafael.  The City hereby  accepts  said
donation.  Said  donation  shall be made on or before the date the  Property  is
conveyed to Wilson.  Promptly  following  the City's  adoption of its budget for
fiscal year 2000-2001, the City and Fair, Isaac shall jointly determine to which
capital  project or projects  Fair,  Isaac's  donation  will be  devoted,  which
project or projects shall be aligned with Fair, Isaac's  philanthropic goals, as
described by Fair,  Isaac.  If City and Fair,  Isaac cannot agree to the capital
project  or  projects  to which  the  donation  will be  devoted,  the City will
reasonably  determine,  taking  into  account the  philanthropic  goals of Fair,
Isaac, the capital project or projects to which the donation will be devoted. At
Fair,  Isaac's  request,  Fair,  Isaac will be  identified as the donor in press
releases and publicity furnished by the City and the City will memorialize Fair,
Isaac's  donation at the  location of the  project or projects  undertaken  with
Fair,  Isaac's  donation.  Such  memorization  shall  be  by  appropriate  means
reasonably determined by the City (such as a plaque or engraved stone).

         Section 1.5 Release of Fair,  Isaac and LP. Upon the City's consent and
approval  pursuant to Section 1.1 taking effect,  Fair,  Isaac shall be released
from all obligations  and  liabilities  under the DA,  provided,  however,  such
release  shall not extend to any  indemnity  obligation  under the DA that arose
from an event occurring prior to the City's consent and approval taking effect.

                                   ARTICLE 2.
                             ADDITIONAL OBLIGATIONS

         Section 2.1  Application  for Permits and Approvals.  On June 16, 2000,
Wilson  submitted to the City  applications  to revise the Vested  Approvals (as
defined  in the DA).  As set  forth  in  Recitals  H and I  above,  the City has
approved said  revisions (the  "Revisions").  The Revisions are described in the
attached Exhibit A. The Revisions include the following:

                  (a)      Amendment to PD District Ordinance 1721 (ZC-97-2b).

                  (b)      Amendment to Conditional Use Permit (UP-97-10b).

                  (c)      Addendum  to   Environmental   Impact  Report  (State
                           Clearinghouse No. 97042041).

         If the  conditions to the consent and approval set forth in Section 1.2
are not satisfied  and, as a result,  this  Amendment is terminated  pursuant to
Section 4.1 below, the Revisions shall have no further force and effect.

         Section 2.2 Incorporation of OPDDA Amendments. Any references in the DA
to the OPDDA or  various  provisions  of the OPDDA  shall  refer to the OPDDA as
amended by the Consent.

         Section 2.3 Sublease.  Upon  conveyance of the Property to Wilson,  the
Sublease (as defined in the OPDDA) of the City Parcel  between  Fair,  Isaac and
the City  shall be deemed to be a lease of the City  Parcel  between  Wilson and
City on the terms and conditions set forth in the Sublease.

         Section  2.4 Tenant  Selection.  The  Improvements  (as  defined in the
OPDDA) shall be occupied by at least one high quality tenant  occupying at least
80,000  square  feet  in  those   Improvements.   If,  upon  completion  of  the
Improvements,  those  Improvements are not occupied by at least one high quality
tenant  occupying at least 80,000 square feet, then Wilson shall promptly pay to
the  City  the  sum  of Two  Hundred  Fifty  Thousand  Dollars  ($250,000).  The
determination as to whether or not Wilson has satisfied the requirements of this
section  will be made by the Agency


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<PAGE>


pursuant to Section 3.1 of the Consent and  Agreement  of even date  herewith by
and among the Agency, Wilson and Fair, Isaac.

         Section 2.5 TSM Program.  Wilson,  in cooperation  with the City, shall
develop and  implement  for the Project (as defined in the DA), a  comprehensive
traffic systems  management  program with the objective of achieving the optimal
trip reduction.  Prior to issuance of a building permit for the  Improvements in
the First Phase, Wilson shall prepare, submit to the City and obtain approval of
the City's  Director  of  Community  Development  for a detailed  TSM program in
accordance with condition number 4 of the use permit conditions that are part of
the  Vested  Approvals  (as  defined  in the  DA).  In  addition,  if  the  City
establishes  a shuttle  service for the downtown  San Rafael area,  Wilson shall
contribute  its fair share to the capital and  operating  costs of that  shuttle
service, as reasonably agreed upon by Wilson and the City.

         Section 2.6 Temporary Parking. At the request of the City, Wilson shall
cooperate with the City to provide  temporary  parking for the general public on
the  Property  in  accordance  with the  provisions  of this  Section  2.6 It is
anticipated  that  the  request  will be made to  accommodate  temporary  public
parking that will be needed when the City demolishes the existing public parking
structure  on  Lootens  Place  and   constructs  new  parking  as  part  of  the
redevelopment  of that Lootens Place property and surrounding  properties.  Such
parking  shall be provided  at no cost to the City or the  Agency,  but the City
shall  operate such parking at its cost or pay Wilson the costs of operating and
providing  the  parking.  If the City  requests  that the  temporary  parking be
provided,  Wilson shall first make reasonable efforts to accommodate the parking
with  surface  parking in the area shown on Exhibit  C-1. If  temporary  surface
parking  is not  available  in  that  area  either  because  environmental  site
conditions make it impractical to locate surface parking in that area or because
the planned parking  structure in that area is under  construction or completed,
then Wilson shall make reasonable  efforts to accommodate the temporary  parking
by providing  approximately  100 spaces in the structure to be built in the area
shown on Exhibit C-2,  assuming that structure has been completed and has excess
capacity not needed for completed office  buildings on the Property.  If parking
in the parking structure is not available,  Wilson shall make reasonable efforts
to accommodate  the temporary  parking  through use of a valet parking system or
similar  arrangement on the surface lot shown on Exhibit C-3, provided under all
circumstances  that Wilson may first  accommodate  office users on the Property.
For purposes of this  Amendment,  the  location of such  temporary  parking,  as
agreed upon  pursuant to this  section  2.6,  shall be referred to herein as the
"Temporary  Parking  Parcel." The City shall pay Wilson for any additional costs
associated with accommodating the public parking Wilson may temporarily close or
limit  portions of the  parking on the  Temporary  Parking  Parcel to the extent
reasonably  necessary  to  accommodate  a staging area for  construction  of the
Improvements   or  to  meet  other   construction   considerations   related  to
construction  of the  Improvements,  including  but not  limited  to safety  and
insurance  considerations  in  Wilson's  reasonable  discretion.  The  temporary
parking to be provided  pursuant to this Section 2.6 shall be provided  pursuant
to a license agreement,  right of entry or other agreement reasonably acceptable
to the City and Wilson and consistent with the provisions of this Section 2.6.

         Section 2.7 Night and  Evening  Parking.  On a portion of the  Property
shown on attached  Exhibit D (the "Public  Parking  Parcel"),  Wilson shall make
available the parking  improvements  for public  parking on nights and weekends.
The Public  Parking  Parcel shall be made  available from midnight to 6 a.m. and
from 6 p.m. to midnight on Monday  through Friday and all hours on Saturdays and
Sundays.  Such  parking  shall be provided at no cost to the City or the Agency.
Wilson shall not charge for the public parking without the approval of the City,
which approval shall not be unreasonably withheld, provided the proposed charges
are not substantially and materially higher than the amounts the City charges in
the City-owned  parking  facilities in downtown San Rafael for night and weekend
parking after taking into consideration additional and


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<PAGE>


excess costs to Wilson of security and other related matters. The Public Parking
Parcel shall be made available for parking  beginning with the completion of the
First Phase Improvements.

         Section 2.8 License  Agreement.  At the same time as the  conveyance of
the  Property  to  Wilson,  the City and  Wilson  shall  execute  and  record an
irrevocable  license agreement ("License  Agreement"),  which shall be in a form
reasonably  acceptable to the City and Wilson and substantially  consistent with
the provisions of this Amendment . The License  Agreement  shall provide for the
grant of a license to the City for public parking as set forth in Section 2.7 of
this Amendment.

         Section 2.9 Payment for Plaza.  Wilson shall pay to the City the sum of
One Hundred Fifty Thousand Dollars ($150,000).  Said amount shall be paid within
thirty (30) days  following the date the Revisions are final,  unappealable  and
binding.  The City agrees to use the amounts  paid  pursuant to this Section 2.9
for costs of  construction of the water features and  appurtenances  the City is
planning  to  construct  as part of the public  plaza to be  developed  on Court
Street between Fourth Street and Fifth Avenue.

                                   ARTICLE 3.
                   AMENDMENT OF SPECIFIC DEVELOPMENT AGREEMENT
                     PROVISIONS; CONFIRMATION OF COMPLIANCE

         Section 3.1 Amendment of DA Section 1.2. Section 1.2 of the DA shall be
amended to read as follows:


         "1.2 Affiliate.  (i) a person which directly or indirectly controls, is
controlled by or is under common  control with Wilson;  (ii) a Person at least a
majority  of whose  economic  interest is owned by Wilson;  (iii) EOP  Operating
Limited  Partnership  ("EOP"),  a Delaware limited  partnership;  (iv) an entity
("Devco")  that is entirely owned by an affiliate of EOP and an entity more than
fifty  percent  (50%)  of  which  is  owned  by  William  Wilson  III and  other
individuals who were formerly  officers and employees of Cornerstone  Properties
Inc., a Nevada  corporation,  or any of its affiliates or  subsidiaries;  or (v)
provided there has first been an assignment to Devco,  an entity  entirely owned
by Devco alone or by Devco and one of its members or  affiliates of such members
or by just one member of Devco and that member's affiliates."

         Section 3.2 Amendment of DA Section 1.6. Section 1.6 of the DA shall be
amended to read as
follows:

         "1.6 Enacting Ordinance and Resolution.  Ordinance No. 1722, enacted by
the City Council of the City of San Rafael on February 17, 1998,  approving this
Development  Agreement  (attached  as Exhibit F to the  Development  Agreement);
Ordinance No. 1755 enacted by the City Council of San Rafael on August 21, 2000,
approving the Amendment to  Development  Agreement  dated as of July 1, 2000, by
and among the City, Fair, Isaac, and Wilson,  which ordinance is attached to the
Amendment to Development  Agreement as Exhibit B; Resolution No. 10026,  adopted
by the City Council of San Rafael on September 17, 1998,  authorizing  execution
of this  Development  Agreement  by the  Vice-Mayor  (attached  as  Exhibit G to
Development  Agreement);  and Ordinance No. 1755, adopted by the City Council of
San  Rafael on  August  21,  2000  (attached  to the  Amendment  to  Development
Agreement as Exhibit B),  authorizing  execution of the Amendment to Development
Agreement".


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<PAGE>


         Section 3.3  Deletion of DA Sections  1.15.  The DA shall be amended by
deleting Section 1.15 thereof.

         Section 3.4 Amendment of DA Section 1.20.  Upon the City's  approval of
the Revisions, the Vested Approvals (as defined in the DA) shall refer to:

                  (a) the Approvals set forth in Section 1.20 of the DA as those
Approvals may be revised by the Revisions and

                  (b) any other Approvals that are part of the Revisions.

         Section 3.5 Addition of DA Section  1.21.  The  following  Section 1.21
shall be added to the DA:

         "Wilson: San Rafael Corporate Center, LLC, a Delaware limited liability
company,  or its  successors  and assigns as  permitted  under this  Development
Agreement, as it may be amended."

         Section 3.6  Amendment of DA Section  3.2. To the extent the  Revisions
revise the  descriptions  of aspects of the Project  listed in  Sections  3.2.1,
3.2.3.  and 3.2.4 of the DA, said  descriptions  shall be deemed amended so that
they are consistent with the Revisions.

         Section 3.7 Amendment of DA Section 12.1.  Section 12.1 of the DA shall
be amended to read as follows:

         "12.1 Transfer By Developer

         12.1.1.  Prior  to the  issuance  of a  certificate  of  completion  of
construction,  which  for  purposes  of  this  Agreement  shall  be  defined  as
substantial completion of the core and shell of the buildings, for both Building
A and  Building  B,  Developer  shall not engage in any  Transfer,  except for a
Transfer expressly permitted pursuant to Section 12.1.3 below, without the prior
approval of the City,  which  approval  may be granted or withheld in the City's
sole  discretion.  Once a certificate  of completion  of  construction  has been
issued for both Building A and Building B,  Developer may engage in any Transfer
with regard to Building A or Building B or the Property-Lot or Parcel for either
without the consent of the City.

         12.1.2.  After a  certificate  of  completion  has been issued for both
Building A and Building B,  Developer  shall not engage in any Transfer,  except
for a Transfer expressly permitted pursuant to Section 12.1.3 below, with regard
to Building C, Building D or Building E or the  Property-Lot or Parcel for those
buildings  without the prior approval of the City, which approval may be granted
or withheld in the City's sole discretion, prior to issuance of a certificate of
completion  of  construction  for  Building C,  Building D or Building E. Once a
certificate  of  completion  has been  issued for  Building  C,  Building  D, or
Building E, the Developer may engage in any Transfer with regard to the building
or buildings for which the  certificate of completion of  construction  has been
issued and the Property-Lot or Parcel for the building or buildings  without the
consent of the City.

         12.1.3.  Notwithstanding  anything to the contrary in this  Development
Agreement,  including,  without limitation,  the limitations in this Article 12,
Wilson  may assign  this  Development  Agreement  or  transfer  fee title to the
Property, without the City's consent, to any Affiliate. Wilson shall give notice
of any such assignment of this Development Agreement or transfer of fee title to
the  Property  to an  Affiliate,  with a full  description  of the  assignee  or
transferee and a copy of the assignment or grant deed executed by Wilson and the
assignee  or  tranferee,  to the City within ten (10)  business  days after such
assignment or transfer.  Notwithstanding  the provisions of Section 12.2


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<PAGE>


of this  Development  Agreement,  no such assignment or transfer to an Affiliate
shall release  Wilson from any  obligation or liability  under this  Development
Agreement.

         Section 3.8  Amendment  of DA Section  5.2.1.  Section  5.2.1 of the DA
shall be  amended by  replacing  the third  sentence  of that  section  with the
following:

                  "Payment  by Wilson  to City  shall be made in  response  to a
                  request by City,  but no sooner  than  sixty (60) days  before
                  anticipated    commencement    of    construction    of   said
                  improvements."

         Section 3.9 Amendment of DA Section 15.3.  Section 15.3 of the DA shall
be amended so that  notices  need not be sent to Village or Fair,  Isaac but are
instead sent to Wilson as follows:

         San Rafael Corporate Center, Inc.

         c/o Wilson/Equity Office, Inc.

         120 Howard Street
         San Francisco, CA 94105
         Attn.: Thomas P. Sullivan
         Phone: (415) 495-2743
         Fax:     (415) 543-9437

cc:      Mary G. Murphy, Esq.
         Farella Braun & Martel, LLP
         Russ Building, 30th Floor
         235 Montgomery Street
         San Francisco, CA 94104
         Phone: (415) 954-4400
         Fax:     (415) 954-4480

         Section  3.10  Compliance  with DA. Fair Isaac and the City each hereby
acknowledge,  represent,  and  warrant  to Wilson  that,  as of the date of this
Amendment,  neither Fair, Isaac nor the City is in default under the DA and that
both Fair,  Isaac and the City have  satisfied all  conditions and complied with
all obligations,  including,  without limitation,  payment obligations or public
improvement obligations,  required to be satisfied, fulfilled, complied with, or
paid by Fair,  Isaac or the City under the DA as of the date of this  Amendment.
Without limitation of the foregoing, the City confirms that it has been paid all
amounts required of Fair, Isaac under Article 5 of the DA except for the payment
required pursuant to Section 5.2.1 of the DA.

                                   ARTICLE 4.
                                  MISCELLANEOUS

         Section 4.1  Termination.  If the  conditions  set forth in Section 1.2
above to the City's  consent and approval  have not been  satisfied or waived by
December 31, 2001,  or such later date  approved by the City pursuant to Section
1.2 above,  then this  Amendment  shall  terminate and the parties shall have no
further  rights,  obligations or  liabilities  under this  Amendment.  Upon such
termination,  the amendments to the DA set forth in this Amendment shall have no
force or effect  and the DA shall be given  full  force  and  effect as if never
amended by this Amendment. This Amendment shall become effective as an amendment
to the DA upon the later of (i) the effective


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<PAGE>


date of Ordinance  No.1755 or (ii) the date on which the conditions set forth in
Section 1.2 to the consent and  approval of the City have all been  satisfied or
waived.

         Section 4.2 No Other Amendment.  Except as set forth in this Amendment,
the DA shall remain in full force and effect and unamended.

         Section  4.3  Capitalized  Terms.  Capitalized  terms set forth in this
Amendment  shall  have the same  meanings  set forth in the DA and OPDDA  unless
specified otherwise herein.

         Section  4.4  Recordation.   Pursuant  to  the  Development   Agreement
Legislation (as defined in the DA), within ten (10) days following the date that
Ordinance No. 1755 becomes  effective,  the parties shall record this Amendment.
For  purposes of  recording,  a legal  description  of the  Property is attached
hereto as Exhibit  E. The cost of  recording  shall be borne by Wilson.  If this
Amendment is terminated  pursuant to Section 4.1 above after this  Amendment has
been  recorded,  the parties  shall  promptly  execute  and record a  memorandum
indicating that this Amendment has no force and effect.

         Section  4.5   Counterparts.   This   Amendment  may  be  executed  and
acknowledged in counterparts.


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<PAGE>


IN WITNESS  WHEREOF,  the parties have executed this Consent and Agreement as of
the date set forth in the opening paragraph above.

APPROVED AS TO FORM                            CITY OF SAN RAFAEL

By: _____________________________
      City Attorney                            By: ___________________________
                                                     [Mayor][Vice-Mayor]


                                               ATTEST:

                                               By: ___________________________
                                                     City Clerk



                                               FAIR, ISAAC, AND COMPANY, INC., a
                                               Delaware corporation

                                               By: ___________________________
                                                      Henk J. Evenhuis,
                                                      Chief Financial Officer




<TABLE>
<CAPTION>
                           SAN RAFAEL CORPORATE CENTER, LLC,
                           a Delaware limited liability company
<S>                        <C>           <C>           <C>          <C>

                                         a Delaware limited liability company,
                                         a Manager and Member

                                         By:           Wilson Investors-California, LLC,
                                                       a Delaware  limited liability company,
                                                       a Manager and Member

                                                       By:         ________________________________
                                                       Name:       Thomas P. Sullivan
                                                                   a Manager and Member

                                         By:           EOPMC Investor, L.L.C.,
                                                       a Delaware limited liability company,
                                                       a Manager and Member

                                                       By:        Equity Office Properties Management Corp.,


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<PAGE>


                                                                  a Delaware corporation,
                                                                  a Manager and Member

                                                                  By:    ________________________
                                                                  Name:  ________________________
                                                                  Title: ________________________

                           By:           EOP - San Rafael Corporate Center, L.L.C.,
                                         a Delaware limited liability company

                                         By:           EOP Operting Limited Partnership,
                                                       a Delaware limited partnership

                                                       By:        Equity Office Properties Trust,
                                                                  a Maryland real estate investment trust,
                                                                  its sole general partner

                                                                  By:    _______________________
                                                                  Name:  _______________________
                                                                  Title: _______________________
</TABLE>


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