Exhibit #10.44



                               PURCHASE AGREEMENT

                                     between

                          FAIR, ISAAC AND COMPANY, INC.

                                       and

                        SAN RAFAEL CORPORATE CENTER, LLC

                                  June 28, 2000

                               Lindaro Office Park
                             San Rafael, California


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                                TABLE OF CONTENTS

                                                                            Page

ARTICLE 1 Purchase and Sale....................................................1
        1.1    The Property....................................................1
        1.2    Property Approval Period........................................2

ARTICLE 2 Purchase Price.......................................................3
        2.1    Amount and Payment..............................................3
        2.2    Deposit.........................................................3
        2.3    Liquidated Damages..............................................3

ARTICLE 3 Completion of Sale...................................................4
        3.1    Place and Date..................................................4
        3.2    Exchange........................................................4

ARTICLE 4 Title and Condition..................................................4
        4.1    Title to the Property...........................................4
        4.2    Acceptance of Title.............................................5
        4.3    Condition of the Property.......................................5

ARTICLE 5 Representations and Warranties.......................................6
        5.1    Seller..........................................................6
        5.2    Buyer...........................................................7

ARTICLE 6 Covenants............................................................8
        6.1    Seller..........................................................8
        6.2    Buyer...........................................................9
        6.3    Eminent Domain.................................................10

ARTICLE 7 Conditions Precedent................................................10
        7.1    Seller.........................................................10
        7.2    Buyer..........................................................12

ARTICLE 8 Closing ............................................................13
        8.1    Procedure......................................................13
        8.2    Possession.....................................................13
        8.3    Closing Costs..................................................14
        8.4    Prorations.....................................................14

ARTICLE 9 General ............................................................14
        9.1    Notices........................................................14
        9.2    Attorneys' Fees................................................15
        9.3    Governing Law..................................................15
        9.4    Construction...................................................15


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        9.5    Terms Generally................................................15
        9.6    Further Assurances.............................................15
        9.7    Partial Invalidity and Waiver..................................16
        9.8    Waiver of Jury Trial...........................................16
        9.9    Miscellaneous..................................................16

Exhibit A     Preliminary Report
Exhibit B     Permits
Exhibit C     Agreements
Exhibit D     Plans and Specifications
Exhibit E     Environmental Assessments
Exhibit F     Grant Deed
Exhibit G     PG&E Assignment
Exhibit H     General Assignment
Exhibit I     Seller's Closing Certificate
Exhibit J     Sublease Estoppel Certificate

Exhibit K     Development Agreement Estoppel Certificate
Exhibit L     Buyer's Closing Certificate
Exhibit M     Amendment to Development Agreement
Exhibit N     Consent and Agreement
Exhibit O     Certificate of Nonforeign Status


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                               PURCHASE AGREEMENT

         THIS  AGREEMENT,  made as of June 28, 2000, by and between FAIR,  ISAAC
AND COMPANY, INC., a Delaware corporation  ("Seller"),  and SAN RAFAEL CORPORATE
CENTER, LLC, a Delaware limited liability company ("Buyer"),

                              W I T N E S S E T H:

         In consideration  of the covenants in this Agreement,  Seller and Buyer
agree as follows:

                                   ARTICLE 1

                                Purchase and Sale

         1.1 The  Property.  Seller  agrees to sell to Buyer and Buyer agrees to
purchase from Seller,  in accordance with this  Agreement,  all of the following
property (collectively, the "Property"):

         (a)  The  real  property  in the  City  of San  Rafael,  Marin  County,
California, comprising approximately 12.9 acres, more or less, commonly known as
the Lindaro  Office Park site,  described in Preliminary  Report No.  8-208866SB
Second  Supplemental  dated  as of June 14,  2000  (the  "Preliminary  Report"),
prepared by First American Title Insurance Company (the "Title Company"), a copy
of which is attached hereto as Exhibit A, together with all improvements on such
real  property and all easements  and rights  appurtenant  to such real property
(all such real property, improvements, and easements and rights are collectively
the "Real Property");

         (b) All development approvals, entitlements and permits (the "Permits")
relating to the Real Property described in Exhibit B attached hereto;

         (c) Seller's interest in all agreements (the "Agreements")  relating to
the Real Property described in Exhibit C attached hereto;

         (d) All plans  and  specifications  (the  "Plans  and  Specifications")
relating to the Real Property described in Exhibit D attached hereto;

         (e) Seller's  interest in the Sublease (the "Sublease")  dated June 13,
2000,  between Seller,  as landlord,  and the City of San Rafael, a charter city
(the "City"), as tenant, relating to the Real Property;

         (f)  Seller's  interest in all soils,  environmental,  engineering  and
other reports of  consultants  relating to the condition or  development  of the
Real  Property but only to the extent Seller has the right to assign such soils,
environmental, engineering and other reports of consultants to Buyer; and

         (g) Seller's interest in the name "Lindaro Office Park" relating to the
Real Property.


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         1.2 Property Approval Period.


         (a) During the period from the date of this  Agreement to July 28, 2000
(the "Property Approval Period"), Buyer shall, in good faith and with diligence,
at Buyer's  expense,  review and  investigate the Permits,  the Agreements,  the
Plans  and  Specifications,   the  environmental   reports  (the  "Environmental
Assessments")  relating  to the Real  Property  described  in Exhibit E attached
hereto,  the physical and  environmental  condition  of the Real  Property,  the
character,  quality and general utility of the Property,  the zoning,  land use,
environmental and building requirements and restrictions  applicable to the Real
Property,  the state of title to the Real  Property,  and the  Sublease.  Seller
shall, on or before the first day of the Property  Approval  Period,  furnish to
Buyer a current ALTA survey of the Real  Property for review by Buyer during the
Property  Approval Period.  Buyer shall determine whether or not the Property is
acceptable to Buyer within the Property Approval Period. If, during the Property
Approval Period,  Buyer  determines,  in the sole discretion of Buyer,  that the
Property is not acceptable for any reason, Buyer shall have the right, by giving
notice to Seller on or before the last day of the Property  Approval Period,  to
terminate  this  Agreement.  If Buyer  exercises  the  right to  terminate  this
Agreement in accordance with this section 1.2, this Agreement shall terminate as
of the date  such  termination  notice  is given by  Buyer,  in which  event the
Initial  Deposit (as  hereinafter  defined)  and all interest  thereon  shall be
returned  to Buyer.  If Buyer  does not  exercise  the right to  terminate  this
Agreement in accordance  with this section 1.2, this Agreement shall continue in
full force and effect,  and Buyer shall have no further right to terminate  this
Agreement pursuant to this section 1.2.

         (b) During the Property Approval Period,  Seller shall permit Buyer and
Buyer's  representatives to inspect and copy the files of Seller relating to the
Property,  including the Permits, the Agreements,  the Plans and Specifications,
the Sublease, the Environmental Assessments,  soils and engineering reports, and
construction cost estimates,  but excluding  appraisal and valuation reports and
similar information,  and Seller shall provide Buyer and Buyer's representatives
with access to the Property at reasonable  times during normal business hours on
business  days for the  purposes of carrying out the  responsibilities  of Buyer
pursuant to this section 1.2. Buyer  acknowledges that the materials relating to
the  Property  to be  furnished  by Seller  to Buyer  contain  confidential  and
proprietary information.  Buyer agrees to keep all such information confidential
and not to disclose any such information to any third party except to the extent
necessary to carry out the  responsibilities  of Buyer  pursuant to this section
1.2 or to obtain  financing  for the Property.  If Buyer  exercises the right to
terminate  this  Agreement in  accordance  with this  section 1.2,  Buyer shall,
within five (5) days after the termination  date, return to Seller all copies of
all materials relating to the Property theretofore furnished by Seller.

         (c) Buyer shall  indemnify  and defend  Seller  against and hold Seller
harmless  from all claims,  demands,  liabilities,  losses,  damages,  costs and
expenses,  including reasonable attorneys' fees and disbursements,  arising from
any  entry  on the  Property  by Buyer or any of  Buyer's  representatives.  The
foregoing  indemnification  covenant  shall  survive  any  termination  of  this
Agreement.  Buyer shall, promptly after completion thereof,  provide Seller with
copies of all studies,  tests, reports and other documents or materials relating
to the  Property  that are  prepared,  conducted or made by, for or on behalf of
Buyer  (excluding  revisions made to the Plans and  Specifications  by Buyer and
additional  plans  and  specifications  for  improvements  on the Real  Property
prepared by Buyer).


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                                   ARTICLE 2

                                 Purchase Price

         2.1 Amount and Payment. The total purchase price for the Property shall
be thirty  million two hundred  fifty  thousand  dollars  ($30,250,000).  At the
Closing (as hereinafter  defined) on the Closing Date (as hereinafter  defined),
Buyer shall pay the total  purchase  price for the Property to Seller in cash in
immediately available funds.

         2.2  Deposit.  Within  two (2)  business  days  after  the date of this
Agreement,  Buyer shall deposit the sum of one million dollars ($1,000,000) (the
"Initial  Deposit") in cash in  immediately  available  funds in escrow with the
Title Company.  If Buyer does not exercise the right to terminate this Agreement
in accordance with section 1.2 hereof, Buyer shall, within two (2) business days
after the last day of the  Property  Approval  Period,  deposit  the sum of four
million dollars  ($4,000,000) (the "Additional  Deposit") in cash in immediately
available  funds in escrow with the Title Company.  The Initial  Deposit and the
Additional  Deposit are collectively the "Deposit." The Deposit shall be held by
the Title Company in an interest-bearing  account designated in writing by Buyer
and approved in writing by Seller. If Seller and Buyer complete the purchase and
sale of the  Property in  accordance  with this  Agreement,  the Deposit and all
interest thereon shall be applied to payment of the total purchase price for the
Property in accordance with section 2.1 hereof.  If the purchase and sale of the
Property is not so completed and this Agreement  terminates for any reason other
than a default by Buyer under or a breach by Buyer of this  Agreement,  then the
Deposit  and  all  interest  thereon  shall  be  returned  to  Buyer  upon  such
termination of this Agreement.

         2.3 Liquidated Damages.  SELLER AND BUYER AGREE THAT, IF BUYER DEFAULTS
UNDER  OR  BREACHES  THIS  AGREEMENT  AND  FAILS TO  PURCHASE  THE  PROPERTY  IN
ACCORDANCE  WITH THIS  AGREEMENT  SOLELY BY REASON OF SUCH  DEFAULT  OR  BREACH,
SELLER  SHALL HAVE THE RIGHT TO TERMINATE  THIS  AGREEMENT BY GIVING A NOTICE OF
TERMINATION TO BUYER AND, UPON SUCH  TERMINATION OF THIS AGREEMENT,  THE DEPOSIT
AND ALL  INTEREST  THEREON  SHALL BE PAID TO SELLER  AND  RETAINED  BY SELLER AS
LIQUIDATED  DAMAGES AND AS SELLER'S SOLE REMEDY AT LAW OR IN EQUITY.  SELLER AND
BUYER  AGREE  THAT,  UNDER  THE  CIRCUMSTANCES  EXISTING  AS OF THE DATE OF THIS
AGREEMENT,  ACTUAL DAMAGES MAY BE DIFFICULT TO ASCERTAIN AND THE DEPOSIT AND ALL
INTEREST  THEREON IS A REASONABLE  ESTIMATE OF THE DAMAGES THAT WILL BE INCURRED
BY  SELLER IF BUYER  DEFAULTS  UNDER OR  BREACHES  THIS  AGREEMENT  AND FAILS TO
PURCHASE THE PROPERTY IN ACCORDANCE WITH THIS AGREEMENT.

         SELLER'S INITIALS:  _____         BUYER'S INITIALS:  _____



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                                   ARTICLE 3

                               Completion of Sale

         3.1 Place and Date.  The  purchase  and sale of the  Property  shall be
completed in accordance with Article 8 hereof (the "Closing"). The Closing shall
occur through escrow No.  SP-302905-KT  with the Title Company at 345 California
Street,  Suite 2400, San Francisco,  California  94104, on the date that is five
(5)  business  days  after  the  ordinance  adopted  by the City  approving  the
Amendment  to  Development  Agreement  (as  hereinafter  defined)  described  in
sections  7.1(a)  and  7.2(a)  hereof  becomes   effective  in  accordance  with
California Government Section 36937 (the "Closing Date"), or at such other place
or on such other date as Seller and Buyer agree in writing. Prior to the Closing
Date, Seller and Buyer each shall give appropriate written escrow  instructions,
consistent  with  this  Agreement,  to the  Title  Company  for the  Closing  in
accordance with this Agreement.

         3.2  Exchange.  If  requested  by  Buyer,  Seller  shall  cooperate  in
reasonable  ways with Buyer to effect an exchange of the Real  Property for real
property  owned by Buyer  pursuant to section 1031 of the Internal  Revenue Code
and  the  Income  Tax  Regulations.   Buyer  shall  be  solely  responsible  for
negotiating the terms of any exchange and preparing and furnishing to Seller all
agreements,  escrow  instructions  and other documents  related to any exchange.
Seller  shall  not be  required  to take  title to any  exchange  property.  All
documents  to be executed by Seller in  connection  with any  exchange  shall be
subject to the prior written approval of Seller. Seller shall not be required to
assume or incur any  additional  obligation or liability in connection  with any
exchange.  Any  exchange  shall not delay or postpone the Closing  Date,  Seller
shall  have  no  liability  to  Buyer  if any  exchange  fails  to  qualify  for
nonrecognition  treatment  under the  income  tax laws,  and Buyer  shall not be
released from its obligations under this Agreement to purchase the Property from
Seller if any exchange fails for any reason. Buyer shall reimburse Seller at the
Closing on the Closing Date for all  additional  costs and  expenses,  including
reasonable  attorneys' fees and disbursements,  incurred by Seller in connection
with any  exchange,  whether  or not any  exchange  is  completed.  Buyer  shall
indemnify  and defend Seller  against and hold Seller  harmless from all claims,
demands, liabilities,  losses, damages, costs and expenses, including reasonable
attorneys' fees and disbursements,  arising from or related to any participation
by Seller in any exchange, whether or not any exchange is completed.

                                   ARTICLE 4

                               Title and Condition

         4.1  Title to the  Property.  Seller  shall  convey  to Buyer  good and
marketable fee title to the Real Property,  by a duly executed and  acknowledged
Grant Deed (the "Grant Deed") in the form of Exhibit F attached hereto, free and
clear of liens, encumbrances, leases, easements, restrictions, rights, covenants
and  conditions,  except the following  (the  "Permitted  Exceptions"):  (a) the
matters  shown as  exceptions 1, 2, 3, 4, 5, 6, 7, 8, 9, 11, 12, 13, 14, 15, 16,
17, 25, 26, 27 and 28 in the Preliminary  Report, (b) the Sublease,  (c) matters
shown by the current ALTA survey of the Real  Property or a physical  inspection
of the Real Property,  and (d) any other matters created,  permitted or approved
by Buyer.  Seller shall  transfer to Buyer good title to the


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Agreements to which Pacific Gas and Electric Company,  a California  corporation
("PG&E"), is a party, by a duly executed and acknowledged  Assignment (the "PG&E
Assignment") in the form of Exhibit G attached hereto,  free and clear of liens,
security interests and adverse claims. Seller shall transfer to Buyer good title
to the Permits,  the Agreements  other than the PG&E  Agreements,  the Plans and
Specifications  and the Sublease,  by a duly executed  Assignment  (the "General
Assignment") in the form of Exhibit H attached hereto,  free and clear of liens,
security interests and adverse claims.

         4.2  Acceptance  of Title.  Buyer's  acceptance  of the Grant Deed from
Seller for the Real Property at the Closing on the Closing Date and the issuance
of the title  insurance  policy  described in section 7.2 hereof to Buyer by the
Title  Company on the  Closing  Date shall  conclusively  establish  that Seller
conveyed  the Real  Property to Buyer as required  by this  Agreement  and shall
discharge in full Seller's  obligations under section 4.1 hereof with respect to
title to the Real Property.

         4.3 Condition of the Property.  Except for the express  representations
and warranties of Seller set forth in section 5.1 hereof and in Seller's Closing
Certificate  (as hereinafter  defined),  Buyer is acquiring the Property "AS IS,
WHERE IS, AND WITH ALL FAULTS," without any covenant, representation or warranty
of any kind or nature  whatsoever,  express  or  implied,  and Buyer is  relying
solely on Buyer's own  investigation  of the  Property.  Except for such express
representations  and warranties,  Seller makes no covenants,  representations or
warranties, express or implied, of any kind or nature whatsoever with respect to
the Property.  Buyer acknowledges that defects,  deficiencies or flaws may exist
in the quality,  legal compliance,  physical condition or general utility of the
Property and Buyer  acknowledges  that Buyer has been given the  opportunity  to
investigate  and  evaluate  any such  defects,  deficiencies  and  flaws.  Buyer
expressly  assumes  all risks of any such  defects,  deficiencies  and flaws and
Buyer  agrees  that  Seller  shall  have no  liability  whatsoever  for any such
defects, deficiencies or flaws, except only for such express representations and
warranties  made by  Seller  in  section  5.1  hereof  and in  Seller's  Closing
Certificate.   Without  limiting  the  foregoing,  in  connection  with  Buyer's
investigation of the Real Property during the Property  Approval  Period,  Buyer
shall investigate the presence of hazardous  substances (as hereinafter defined)
in, on or under the Real  Property and the violation of  environmental  laws (as
hereinafter defined) at the Real Property. As used in this Agreement, "hazardous
substance"  means any  substance  or material  that is  described  as a toxic or
hazardous substance,  waste or material or a pollutant or contaminant,  or words
of similar import, in any environmental  law and  "environmental  law" means all
federal,  state  and  local  laws,  ordinances,  rules  and  regulations  now or
hereafter  in force,  as amended  from time to time,  in any way  relating to or
regulating  human  health or safety,  or  industrial  hygiene  or  environmental
conditions,  or protection of the environment,  or pollution or contamination of
the  air,  soil,  surface  water or  groundwater.  Except  only for the  express
representations and warranties relating to the Environmental Assessments made by
Seller in section 5.1 hereof and in Seller's Closing  Certificate,  Buyer hereby
expressly,  fully,  forever  and  irrevocably  waives and  releases  all claims,
demands, liabilities, losses and causes of action against Seller that in any way
(directly or indirectly)  arise out of, result from or relate to the presence of
any  hazardous  substance  in, on or under the Real Property or the violation of
any environmental law at the Real Property. Buyer intends this Agreement to be a
general release that covers all such claims,  demands,  liabilities,  losses and
causes of action,  whether known or



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unknown or  suspected  or  unsuspected.  Buyer  hereby  waives all rights  under
California Civil Code Section 1542, which provides:

                           A general release does not extend to claims which the
                  creditor does not know or suspect to exist in his favor at the
                  time of executing the release, which if known by him must have
                  materially affected his settlement with the debtor.

Buyer agrees that this Agreement is a full and final general release of all such
claims, demands, liabilities, losses and causes of action against Seller.

                                   ARTICLE 5

                         Representations and Warranties

         5.1  Seller.  The  representations  and  warranties  of  Seller in this
section 5.1 and in Seller's  Closing  Certificate are a material  inducement for
Buyer to enter into this  Agreement.  Buyer would not purchase the Property from
Seller   without  such   representations   and   warranties   of  Seller.   Such
representations  and warranties  shall survive the Closing for only one (1) year
after the Closing Date, at which time such  representations and warranties shall
terminate.  No claim for a breach  of any such  representations  and  warranties
shall be  actionable  or payable,  and Seller  shall have no  liability,  if the
breach in question results from or is based on any fact or circumstance that was
known to Buyer prior to Closing or if Buyer fails to commence a legal  action in
a proper  court  against  Seller for breach of the specific  representation  and
warranty in question  before the  expiration  of such period of one (1) year. As
used in this section 5.1,  "current actual knowledge of Seller" means the actual
knowledge  (not imputed  knowledge  or  constructive  knowledge)  of the fact or
circumstance in question by Michael C. Gordon, Vice President of Seller, with no
duty, express or implied,  to undertake  independent inquiry or investigation to
ascertain any fact or circumstance or the absence thereof. Seller represents and
warrants to Buyer as of the date of this Agreement as follows:

         (a) Seller is a corporation duly incorporated and organized and validly
existing and in good standing under the laws of the State of Delaware. Seller is
duly  qualified  to do  business  and  is in  good  standing  in  the  State  of
California.  Seller has full  corporate  power and  authority to enter into this
Agreement and to perform this Agreement. The execution, delivery and performance
of this  Agreement  by  Seller  have  been duly and  validly  authorized  by all
necessary  action on the part of Seller and all required  consents and approvals
have been duly obtained. This Agreement is a legal, valid and binding obligation
of Seller,  enforceable against Seller in accordance with its terms,  subject to
the effect of applicable bankruptcy,  insolvency,  reorganization,  arrangement,
moratorium or other similar laws affecting the rights of creditors generally.

         (b) Seller has  delivered an accurate and complete copy of the Sublease
to Buyer. The Sublease has not been amended or modified.  No security deposit is
held by Seller under the Sublease.  To the current  actual  knowledge of Seller,
neither Seller nor the tenant under the Sublease is materially in default in the
performance  of any  material  covenant to be  performed  by


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the  landlord or the tenant,  respectively,  under the  Sublease  and the tenant
under the Sublease has no material  claims or offsets against Seller pursuant to
the Sublease.

         (c) Seller is not a "foreign  person" as defined in Section 1445 of the
Internal  Revenue  Code of 1986,  as  amended,  and the Income  Tax  Regulations
thereunder.

         (d) Except for  Colliers  International,  Seller has not dealt with any
real  estate  broker or finder in  connection  with the sale of the  Property to
Buyer or this Agreement.

         (e)  There is no  litigation,  arbitration  or other  legal  proceeding
pending (as to which Seller has been served with process as required by law) or,
to the current actual knowledge of Seller, threatened against Seller that would,
if determined  adversely to Seller,  materially adversely affect the Property or
the sale of the Property pursuant to this Agreement.

         (f)  Seller  is not a  debtor  in any  bankruptcy  case  or  insolvency
proceeding.

         (g) The documents listed in Exhibits B, C and D are all of the material
Permits, Agreements, and Plans and Specifications, respectively, relating to the
Real Property.

         (h) Seller has paid for all  improvement  work  performed  on behalf of
Seller on the Real Property and no  mechanics'  liens  presently  exist based on
such improvement work.

         (i) To the current actual knowledge of Seller,  the documents listed in
Exhibit E are all of the  material  Environmental  Assessments  relating  to the
presence of hazardous substances on the Real Property.

         (j) To the current actual knowledge of Seller,  Seller has not received
any written notification from any governmental  authority that the Real Property
is in violation of any applicable law, where such violation remains  outstanding
and,  if not  corrected,  would  have a  material  adverse  effect  on the  Real
Property.

         5.2 Buyer. The  representations and warranties of Buyer in this section
5.2 and in Buyer's Closing  Certificate (as hereinafter  defined) are a material
inducement  for Seller to enter into this  Agreement.  Seller would not sell the
Property to Buyer without such  representations  and  warranties of Buyer.  Such
representations  and warranties  shall survive the Closing for only one (1) year
after the Closing Date, at which time such  representations and warranties shall
terminate.  Buyer  represents  and  warrants  to  Seller  as of the date of this
Agreement as follows:

         (a) Buyer is a limited  liability  company duly  organized  and validly
existing  under the laws of the State of  Delaware.  Buyer has a duly issued and
presently effective  certificate of registration for a foreign limited liability
company to transact  intrastate  business in  California  from the  Secretary of
State of  California.  Buyer has full  power and  authority  to enter  into this
Agreement and to perform this Agreement. The execution, delivery and performance
of this  Agreement  by Buyer  have  been  duly  and  validly  authorized  by all
necessary  action on the part of Buyer and all required  consents and  approvals
have been duly obtained. This Agreement is a legal, valid and binding obligation
of Buyer, enforceable against Buyer in accordance with its terms, subject to the
effect  of  applicable  bankruptcy,  insolvency,  reorganization,   arrangement,
moratorium or other similar laws affecting the rights of creditors generally.


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         (b) Except  for  Colliers  International,  Buyer has not dealt with any
real estate  broker or finder in  connection  with the  purchase of the Property
from Seller or this Agreement.

                                    ARTICLE 6

                                    Covenants

         6.1 Seller. Seller covenants and agrees with Buyer as follows:

         (a)  Seller  shall  use  reasonable  efforts,  in good  faith  and with
diligence,  to cause all of the representations and warranties made by Seller in
section 5.1 hereof to be true and correct on and as of the Closing  Date. At the
Closing  on the  Closing  Date,  Seller  shall  execute  and  deliver to Buyer a
Seller's Closing  Certificate  ("Seller's  Closing  Certificate") in the form of
Exhibit I attached hereto, certifying to Buyer that all such representations and
warranties  are true and correct on and as of the Closing  Date,  with only such
exceptions  therein as are necessary to reflect facts or  circumstances  arising
between the date of this  Agreement  and the  Closing  Date which would make any
such  representation  or warranty  untrue or  incorrect on and as of the Closing
Date.

         (b) Seller  shall  indemnify  and defend  Buyer  against and hold Buyer
harmless  from all claims,  demands,  liabilities,  losses,  damages,  costs and
expenses,  including reasonable  attorneys' fees and disbursements,  that may be
suffered or incurred by Buyer if any  representation  or warranty made by Seller
in section 5.1 hereof or in Seller's Closing Certificate was untrue or incorrect
in any material  respect when made or that may be caused by any material  breach
by Seller of any such representation or warranty. The foregoing  indemnification
covenant  shall survive the Closing for as long as Seller is liable for a breach
of any such representation or warranty.

         (c)  Seller  shall  use  reasonable  efforts,  in good  faith  and with
diligence,   to  obtain  an  Estoppel   Certificate   (the  "Sublease   Estoppel
Certificate") substantially in the form of Exhibit J attached hereto executed by
the City and to deliver the Sublease  Estoppel  Certificate  to Buyer before the
Closing Date.

         (d) If the purchase and sale of the Property is completed in accordance
with this Agreement,  Seller shall pay the commission due Colliers International
in accordance with the separate written  agreement  between Seller and such real
estate broker.

         (e) From the date of this  Agreement  through  the  Closing  Date,  (i)
Seller shall not market the Property to others or enter into any other agreement
to sell the Property and (ii) Seller  shall not execute any  agreements  (except
the  agreements  described  in sections 7.1 and 7.2 hereof) that will affect the
Property after the Closing Date.

         (f) From the date of this  Agreement  until the  Closing  Date,  Seller
shall (i)  maintain  in force  insurance  policies  with  coverages  and amounts
substantially  the  same in all  material  respects  as the  insurance  policies
carried by Seller on the date of this  Agreement,  (ii)  cooperate with Buyer in
reasonable ways, without incurring any significant  expense,  to obtain land use
approvals for the development of the Real Property by Buyer, (iii) comply in all
material  respects


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with laws or governmental  regulations  applicable to Seller relating to the use
of the Real Property in  substantially  the same manner as Seller  complied with
such laws or  governmental  regulations  prior to the date of this Agreement and
maintain the Real Property in substantially the same manner as Seller maintained
the Real  Property  prior to the date of this  Agreement,  (iv) not  transfer or
assign  the  Permits,  the  Agreements,  the  Plans  and  Specifications  or the
Sublease,  or any interest therein, or further encumber the Property in any way,
(v) perform all material  obligations of Seller, and comply in material respects
with all  requirements  of Seller,  under the Permits,  the  Agreements  and the
Sublease,  and (vi)  give  notice  to Buyer  reasonably  promptly  after  Seller
discovers  any fact or  circumstance  that  would  make any  representation  and
warranty  made by Seller in  section  5.1  hereof  untrue  or  incorrect  in any
material  respect  or that  would  cause  Seller to  materially  default  in the
performance  of any  material  covenant  to be  performed  by Seller  under this
Agreement.

         (g)  Seller  shall  use  reasonable  efforts,  in good  faith  and with
diligence,  to  obtain  an  Estoppel  Certificate  (the  "Development  Agreement
Estoppel  Certificate")  substantially  in the form of Exhibit K attached hereto
executed  by  the  City  and  to  deliver  the  Development  Agreement  Estoppel
Certificate to Buyer on or before the Closing Date.

         (h) On the Closing Date, Seller shall pay to the City the amount of two
million  dollars  ($2,000,000)  (the  "$2,000,000  Payment") in accordance  with
Section 1.3 of the Amendment to Development Agreement.

         (i) On the Closing Date,  Seller shall donate to the City the amount of
one  million  three  hundred  thousand  dollars  ($1,300,000)  (the  "$1,300,000
Donation")  in  accordance  with  Section 1.4 of the  Amendment  to  Development
Agreement.

         6.2 Buyer. Buyer covenants and agrees with Seller as follows:

         (a)  Buyer  shall  use  reasonable  efforts,  in good  faith  and  with
diligence,  to cause all of the  representations and warranties made by Buyer in
section 5.2 hereof to be true and correct on and as of the Closing  Date. At the
Closing on the Closing Date, Buyer shall execute and deliver to Seller a Buyer's
Closing  Certificate  ("Buyer's  Closing  Certificate") in the form of Exhibit L
attached  hereto,  certifying  to  Seller  that  all  such  representations  and
warranties  are true and correct on and as of the Closing  Date,  with only such
exceptions  therein as are necessary to reflect facts or  circumstances  arising
between the date of this  Agreement  and the  Closing  Date which would make any
such  representation  or warranty  untrue or  incorrect on and as of the Closing
Date.

         (b)  Buyer  shall  use  reasonable  efforts,  in good  faith  and  with
diligence,  to obtain the approvals from the City and the  Redevelopment  Agency
(as hereinafter defined) described in sections 7.1(a), 7.1(b), 7.2(a) and 7.2(b)
hereof as soon as reasonably  practicable but in any event by the date set forth
in sections 7.1(a), 7.1(b), 7.2(a) and 7.2(b) hereof.

         (c) If the City requires  payment to the City of the sum of two hundred
fifty thousand dollars ($250,000) (the "Mahon Creek  Contribution") prior to the
Closing Date pursuant to the Development  Agreement (as hereinafter defined) and
Seller pays the Mahon Creek  Contribution  to the City and furnishes  reasonable
written evidence confirming such payment to Buyer before


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<PAGE>


the Closing Date,  then, on the Closing Date,  Buyer shall reimburse  Seller for
the Mahon Creek Contribution.

         (d) If the Closing  Date does not occur on or before  October 31, 2000,
then  Buyer  shall pay to Seller on the  Closing  Date or the date on which this
Agreement  terminates,  whichever occurs first, the costs (the "Carrying Costs")
incurred by Seller for  property  taxes  levied  against the Real  Property  and
interest,  rent and other charges  (excluding  principal)  payable to Lease Plan
North  America,  Inc. or ABN AMRO Bank,  N.V. in accordance  with the "synthetic
lease" financing of the Real Property disclosed in the Preliminary Report during
the period from and  including  November 1, 2000,  to but  excluding the Closing
Date or the date on which this  Agreement  terminates,  whichever  occurs first.
Seller  shall  furnish a reasonable  written  accounting  showing in  reasonable
detail the calculation of the Carrying Costs to Buyer.

         (e) Buyer shall  indemnify  and defend  Seller  against and hold Seller
harmless  from all claims,  demands,  liabilities,  losses,  damages,  costs and
expenses,  including reasonable  attorneys' fees and disbursements,  that may be
suffered or incurred by Seller if any  representation  or warranty made by Buyer
in section 5.2 hereof or in Buyer's Closing  Certificate was untrue or incorrect
in any material  respect when made or that may be caused by any material  breach
by Buyer of any such representation or warranty.

         6.3 Eminent  Domain.  If,  before the  Closing  Date,  proceedings  are
commenced for the taking by exercise of the power of eminent  domain of all or a
material part of the Property  which, as reasonably  determined by Buyer,  would
render the Property  unsuitable  for Buyer's  intended use, Buyer shall have the
right,  by giving  notice to Seller  within  thirty (30) days after Seller gives
notice of the  commencement  of such  proceedings  to Buyer,  to terminate  this
Agreement,  in which event this Agreement shall  terminate.  For the purposes of
this Agreement,  a taking is "material" if it would prevent  construction of one
or more of the buildings  planned for the Real Property.  If, before the Closing
Date,  proceedings  are  commenced  for the taking by  exercise  of the power of
eminent  domain of less than such a material part of the  Property,  or if Buyer
has the right to terminate this Agreement pursuant to the preceding sentence but
Buyer does not exercise  such right,  then this  Agreement  shall remain in full
force and effect and, on the Closing Date,  the  condemnation  award (or, if not
theretofore received, the right to receive such award) payable on account of the
taking  shall be  transferred  to  Buyer.  Seller  shall  give  notice  to Buyer
reasonably  promptly after Seller's  receiving notice of the commencement of any
proceedings  for the taking by exercise of the power of eminent domain of all or
any part of the  Property.  If  necessary,  the Closing  Date shall be postponed
until Seller has given any notice to Buyer  required by this section 6.3 and the
period of thirty (30) days described in this section 6.3 has expired.

                                   ARTICLE 7

                              Conditions Precedent

7.1  Seller.  The  obligations  of Seller  under this  Agreement  are subject to
satisfaction  of all of the conditions set forth in this section 7.1. Seller may
waive  any or all of such  conditions  in whole  or in part but any such  waiver
shall  be  effective  only if made in  writing.


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After the  Closing,  any such  condition  that has not been  satisfied  shall be
treated as having been waived in writing.  No such  waiver  shall  constitute  a
waiver by  Seller of any of its  rights or  remedies  if Buyer  defaults  in the
performance  of any  covenant or  agreement  to be performed by Buyer under this
Agreement or if Buyer breaches any  representation  or warranty made by Buyer in
section 5.2 hereof or in Buyer's Closing Certificate. If any condition set forth
in this section 7.1 is not fully satisfied or waived in writing by Seller,  this
Agreement shall terminate,  but without  releasing Buyer from liability if Buyer
defaults in the performance of any such covenant or agreement to be performed by
Buyer or if Buyer  breaches any such  representation  or warranty  made by Buyer
before such termination.

         (a) On or before November 20, 2000, the City shall have finally adopted
an ordinance approving the Amendment to Development Agreement (the "Amendment to
Development  Agreement"),  in all material respects substantially in the form of
Exhibit  M  attached  hereto,  which  amends  the  Development   Agreement  (the
"Development  Agreement") dated February 17, 1998, among Village Builders, L.P.,
a California  limited  partnership,  the City and Seller,  and recorded April 9,
1998,  as  Document  No.  1998-023245  the  Official  Records  of Marin  County,
California.

         (b) On or  before  November  20,  2000,  the San  Rafael  Redevelopment
Agency, a public body, corporate and politic (the "Redevelopment Agency"), shall
have  finally  adopted a resolution  approving  the Consent and  Agreement  (the
"Consent and Agreement"),  in all material respects substantially in the form of
Exhibit N attached hereto, which amends the Owner Participation, Disposition and
Development  Agreement dated May 18, 1998, between the Redevelopment  Agency and
Seller,  as amended by the First Amendment to Owner  Participation,  Disposition
and Development  Agreement dated  September 7, 1999,  between the  Redevelopment
Agency and Seller.

         (c) On or before  December 21, 2000, the ordinance  adopted by the City
approving the Amendment to Development  Agreement shall have become effective in
accordance with California Government Code Section 36937.

         (d) On or before the last day of the Property  Approval Period,  Seller
shall have received  written  consents or approvals from PG&E for the assignment
by Seller and the  assumption by Buyer (or a permitted  assignee as described in
section 9.9 hereof) of the Permits and the  Agreements to which PG&E is a party,
but only to the extent that such Permits or such  Agreements  expressly  require
such consent or approval.

         (e) On the Closing  Date,  Buyer shall not be  materially in default in
the  performance  of any  material  covenant to be performed by Buyer under this
Agreement.

         (f) On the Closing Date, all  representations  and  warranties  made by
Buyer in section 5.2 hereof shall be true and correct in all  material  respects
as if made on and as of the Closing Date and Seller shall have received  Buyer's
Closing Certificate,  executed by Buyer, in which Buyer certifies to Seller that
all  representations and warranties made by Buyer in section 5.2 hereof are true
and correct on and as of the Closing Date, without material adverse exceptions.


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<PAGE>


         7.2 Buyer. The obligations of Buyer under this Agreement are subject to
satisfaction  of all of the  conditions set forth in this section 7.2. Buyer may
waive  any or all of such  conditions  in whole  or in part but any such  waiver
shall  be  effective  only if made in  writing.  After  the  Closing,  any  such
condition that has not been satisfied  shall be treated as having been waived in
writing.  No such waiver shall constitute a waiver by Buyer of any of its rights
or remedies if Seller  defaults in the  performance of any covenant or agreement
to be  performed  by Seller  under  this  Agreement  or if Seller  breaches  any
representation  or warranty  made by Seller in section 5.1 hereof or in Seller's
Closing Certificate. If any condition set forth in this section 7.2 is not fully
satisfied or waived in writing by Buyer,  this Agreement  shall  terminate,  but
without releasing Seller from liability if Seller defaults in the performance of
any such  covenant or agreement to be performed by Seller or if Seller  breaches
any such representation or warranty made by Seller before such termination.

         (a) On or before November 20, 2000, the City shall have finally adopted
an ordinance approving the Amendment to Development Agreement.

         (b) On or before November 20, 2000, the Redevelopment Agency shall have
finally adopted a resolution approving the Consent and Agreement.

         (c) On or before  December 21, 2000, the ordinance  adopted by the City
approving the Amendment to Development  Agreement shall have become effective in
accordance with California Government Code Section 36937.

         (d) On or before the last day of the Property  Approval  Period,  Buyer
shall have received  written  consents or approvals from PG&E for the assignment
by Seller and the  assumption by Buyer (or a permitted  assignee as described in
section 9.9 hereof) of the Permits and the  Agreements to which PG&E is a party,
but only to the extent that such Permits or such  Agreements  expressly  require
such consent or approval.

         (e) On the Closing  Date,  Seller shall not be materially in default in
the  performance  of any material  covenant to be performed by Seller under this
Agreement.

         (f) On the Closing Date, all  representations  and  warranties  made by
Seller in section 5.1 hereof shall be true and correct in all material  respects
as if made on and as of the Closing Date and Buyer shall have received  Seller's
Closing Certificate, executed by Seller, in which Seller certifies to Buyer that
all representations and warranties made by Seller in section 5.1 hereof are true
and correct on and as of the Closing Date, without material adverse exceptions.

         (g) On the Closing  Date,  the Title Company shall be prepared to issue
to Buyer an American Land Title  Association  Owner's Policy of title insurance,
with  liability  equal to the total  purchase  price for the Property,  insuring
Buyer that fee title to the Real Property is vested in Buyer subject only to the
Permitted Exceptions.

         (h) On the  Closing  Date,  Buyer  shall  have  received  the  Sublease
Estoppel  Certificate  substantially  in the form of Exhibit J attached  hereto,
without material adverse exceptions, executed by the City.


                                    EXHIBIT O
<PAGE>


         (i) On the Closing  Date,  Buyer shall have  received  the  Development
Agreement Estoppel  Certificate  substantially in the form of Exhibit K attached
hereto, without material adverse exceptions, executed by the City.

         (j) On the Closing Date,  Seller shall have  delivered  the  $2,000,000
Payment to the City.

         (k) On the Closing Date,  Seller shall have  delivered  the  $1,300,000
Donation to the City.

                                    ARTICLE 8

                                     Closing

         8.1  Procedure.  Seller and Buyer shall cause the following to occur at
the Closing on the Closing Date:

         (a)  The  Grant  Deed  for  the  Real   Property,   duly  executed  and
acknowledged by Seller, and the PG&E Assignment,  duly executed and acknowledged
by Seller and Buyer,  shall be recorded in the Official Records of Marin County,
California.

         (b) Seller  shall date as of the Closing  Date,  execute and deliver to
Buyer (i) the PG&E  Assignment,  (ii) the  General  Assignment,  (iii)  Seller's
Closing  Certificate,  (iv) a Certificate  of  Nonforeign  Status in the form of
Exhibit  O  attached  hereto,  and  (v) a  California  Form  590-RE  Withholding
Exemption Certificate for Real Estate Sales.

         (c) Buyer  shall date as of the  Closing  Date,  execute and deliver to
Seller (i) the PG&E Assignment,  (ii) the General Assignment,  and (iii) Buyer's
Closing Certificate.

         (d) Seller and Buyer each shall  execute the  Amendment to  Development
Agreement and deliver the Amendment to Development Agreement to the City.

         (e) Seller and Buyer each shall  execute the Consent and  Agreement and
deliver the Consent and Agreement to the Redevelopment Agency.

         (f) Buyer shall pay to Seller in cash in  immediately  available  funds
(i) the purchase  price for the Property in accordance  with section 2.1 hereof,
(ii) if applicable,  the Mahon Creek Contribution,  and (iii) if applicable, the
Carrying Costs.

         (g) The Title Company shall issue to Buyer the title  insurance  policy
described in section 7.2 hereof.

         (h) Seller  shall  deliver to the City (i) the  $2,000,000  Payment and
(ii) the $1,300,000 Donation.

         8.2  Possession.   Subject  to  the  Sublease,  Seller  shall  transfer
possession of the Real Property to Buyer on the Closing Date.  Seller shall,  on
the Closing Date,  deliver to Buyer originals (or copies if Seller does not have
originals)  the  Sublease,  the  Permits,  the  Agreements  and  the  Plans  and
Specifications  in the  possession  of Seller and copies of any other  documents


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relating to the Real Property in the possession of Seller requested by Buyer. On
the Closing  Date,  Seller shall send a letter to the City,  as the tenant under
the  Sublease,  notifying the City that the Real Property has been sold to Buyer
and  directing  the City to pay future rent and other charges under the Sublease
to Buyer at the address to be furnished by Buyer.

         8.3  Closing  Costs.  Seller  shall  pay the Marin  County  documentary
transfer tax in respect of the Grant Deed and one-half of the City of San Rafael
conveyance  tax in respect of the Grant Deed.  Buyer  shall pay  one-half of the
City of San Rafael  conveyance tax in respect of the Grant Deed, the premium for
the title  insurance  policy  described  in section 7.2  hereof,  the escrow fee
charged by the Title Company, and the recording fee for the Grant Deed. When the
Grant Deed is  submitted  to the  Recorder for  recordation,  Seller  shall,  in
accordance with California Revenue and Taxation Code Section 11932, request that
the amount of the  documentary  transfer  tax due be shown on a  separate  paper
which  shall be affixed to the Grant Deed by the  Recorder  after the  permanent
record is made and before the Grant Deed is  returned  to Buyer.  On the Closing
Date,  Buyer shall  reimburse  Seller for the cost of the current ALTA survey of
the Real Property furnished by Seller to Buyer pursuant to section 1.2 hereof.

         8.4  Prorations.  At the Closing on the Closing Date,  the current rent
under the Sublease and other revenues,  the current installment of real property
taxes and assessments levied against the Real Property,  current utilities,  and
other current  operating and maintenance  expenses of the Real Property shall be
prorated  between  Seller and Buyer as of the  Closing  Date on the basis of the
actual number of days in the month.

                                    ARTICLE 9

                                     General

         9.1 Notices.  All notices and other communications under this Agreement
shall be properly  given only if made in writing and mailed by  certified  mail,
return  receipt  requested,  postage  prepaid,  or delivered by hand  (including
messenger  or  recognized  delivery,   courier  or  air  express  service),   or
transmitted by facsimile  (provided the facsimile is sent during normal business
hours  on  business  days and  confirmation  of good and  complete  delivery  is
produced by the sending facsimile machine) to the party at the address set forth
in this section 9.1 or such other  address as such party may designate by notice
to the other party. Such notices and other  communications shall be effective on
the date of receipt  (evidenced by the certified mail receipt) if mailed,  or on
the date of such hand  delivery  if hand  delivered,  or on the date of delivery
(confirmed by the sending facsimile machine) if transmitted by facsimile. If any
such  notice or other  communication  is not  received  or  cannot be  delivered
because  the  receiving  party  changed its address and failed to give notice of
such change to the sending  party or due to a refusal to accept by the receiving
party,  such  notice  or  other  communication  shall be  effective  on the date
delivery is attempted.  Any notice or other  communication  under this Agreement
may be given on behalf of a party by the attorney for such party.

         (a) The address of Seller is Fair,  Isaac and Company,  Inc., 200 Smith
Ranch Road, San Rafael,  California 94903-1996,  attention:  Peter L. McCorkell,
Esq.,  Executive Vice President and General  Counsel,  facsimile (415) 492-5688,
with a copy given  simultaneously  to



                                    EXHIBIT O
<PAGE>


Pillsbury  Madison & Sutro LLP, 50 Fremont  Street,  San  Francisco,  California
94105, attention: Frederick D. Minnes, Esq., facsimile (415) 983-1200.

         (b) The  address  of Buyer is San Rafael  Corporate  Center,  LLC,  c/o
Equity Office Properties  Management Corp., Two North Riverside Plaza,  Chicago,
Illinois 60606, attention:  Stanley M. Stevens, Vice President,  facsimile (312)
559-5021, with a copy given simultaneously to The Wilson Group, Inc., 120 Howard
Street,  San  Francisco,   California  94105,  attention:  Thomas  P.  Sullivan,
President, facsimile (415) 543-9437, with a further copy given simultaneously to
DR  Young  Associates,   57  Inverness  Drive,  San  Rafael,  California  94901,
attention:  Donald R. Young,  facsimile (415) 456-5753,  and with a further copy
given  simultaneously  to Farella Braun & Martel,  235 Montgomery  Street,  30th
Floor,  San  Francisco,  California  94104,  attention:  Craig  P.  Wood,  Esq.,
facsimile (415) 954-4480.

         9.2 Attorneys' Fees. If there is any legal action or proceeding between
Seller and Buyer arising from or based on this Agreement, the unsuccessful party
to such action or  proceeding  shall pay to the  prevailing  party all costs and
expenses,  including  reasonable  attorneys'  fees,  incurred by such prevailing
party in such action or proceeding and in any appeal in connection therewith. If
such  prevailing  party  recovers a judgment in any such action,  proceeding  or
appeal,  such costs,  expenses and attorneys' fees shall be included in and as a
part of such judgment.

         9.3 Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of California.

         9.4 Construction.  Seller and Buyer acknowledge that each party and its
counsel  have  reviewed  and  revised  this  Agreement  and  that  any  rule  of
construction  to the effect  that  ambiguities  are to be  resolved  against the
drafting party shall not be employed in the  interpretation of this Agreement or
any document  executed and  delivered  by either  party in  connection  with the
transactions  contemplated by this Agreement. The captions in this Agreement are
for  convenience  of  reference  only and  shall not be used to  interpret  this
Agreement.

         9.5 Terms  Generally.  The defined terms in this Agreement  shall apply
equally to both the singular and the plural forms of the terms defined. Whenever
the context may require, any pronoun shall include the corresponding  masculine,
feminine and neuter forms. The term "person" includes individuals, corporations,
partnerships,  trusts, other legal entities, organizations and associations, and
any  government  or  governmental  agency or  authority.  The  words  "include,"
"includes" and "including" shall be deemed to be followed by the phrase "without
limitation." The words "approval,"  "consent" and "notice" shall be deemed to be
preceded by the word "written." As used in this Agreement,  "business day" shall
mean a day on which  banks and  government  offices in  California  are open for
business.


                                    EXHIBIT O
<PAGE>


         9.6  Further  Assurances.  From and after  the date of this  Agreement,
Seller and Buyer agree to do such things,  perform such acts, and make, execute,
acknowledge and deliver such documents as may be reasonably  necessary or proper
and usual to complete the  transactions  contemplated  by this  Agreement and to
carry out the purpose of this Agreement in accordance with this Agreement.

         9.7 Partial  Invalidity and Waiver.  If any provision of this Agreement
is determined by a proper court to be invalid,  illegal or  unenforceable,  such
invalidity, illegality or unenforceability shall not affect the other provisions
of this  Agreement  and this  Agreement  shall  remain in full  force and effect
without  such  invalid,  illegal or  unenforceable  provision.  No waiver of any
provision of this Agreement or any breach of this  Agreement  shall be effective
unless such  waiver is in writing  and signed by the waiving  party and any such
waiver shall not be deemed a waiver of any other  provision of this Agreement or
any other or subsequent breach of this Agreement.

         9.8  Waiver of Jury  Trial.  Seller and Buyer  each  hereby  expressly,
irrevocably,  fully and forever  releases,  waives and  relinquishes any and all
right to trial by jury in any claim, demand,  action, suit,  proceeding or cause
of action in which Seller and Buyer are parties,  which in any way  (directly or
indirectly)  arises out of, results from or relates to any of the following,  in
each case  whether now  existing  or  hereafter  arising  and  whether  based on
contract or tort or any other legal basis: This Agreement; any document executed
or  delivered  pursuant  to this  Agreement;  any past,  present or future  act,
omission,  conduct or activity with respect to this Agreement;  any transaction,
event or occurrence  contemplated  by this  Agreement;  the  performance  of any
obligation or the exercise of any right under this Agreement; or the enforcement
of this Agreement.  Seller and Buyer each agrees that this Agreement constitutes
written  consent  that trial by jury shall be waived in any such claim,  demand,
action, suit, proceeding or other cause of action pursuant to California Code of
Civil Procedure Section 631 and agrees that Seller and Buyer each shall have the
right at any time to file this Agreement with the clerk or judge of any court in
which any such claim, demand,  action, suit, proceeding or other cause of action
may be  pending  as  statutory  written  consent  to  waiver of trial by jury in
accordance with California Code of Civil Procedure Section 631.

         9.9  Miscellaneous.  The Exhibits attached to this Agreement are made a
part of  this  Agreement.  Neither  Seller  nor  Buyer  shall  make  any  public
announcement  of  this  Agreement  or  the  transactions  contemplated  by  this
Agreement  without the prior consent of the other,  unless any such announcement
is reasonably necessary to comply with applicable law. Buyer shall not assign or
transfer this Agreement,  or any interest in or part of this Agreement,  without
the prior consent of Seller.  Notwithstanding  the  foregoing,  Buyer may assign
this  Agreement,  without  Seller's  consent,  to any  affiliate  of  Buyer.  An
"affiliate"  shall mean any entity  controlling,  controlled by, or under common
control with the applicable party or person. Furthermore, Seller hereby consents
to the following  assignments of this Agreement:  (a) assignment by Buyer to EOP
Operating  Limited  Partnership,  a Delaware limited  partnership  ("EOP");  (b)
assignment by Buyer or EOP to 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.  or  any  of  its  affiliates  or
subsidiaries;  and (c) assignment by Devco to 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. The foregoing approval of
certain  assignments  shall include  transfer of the interests in the identified
entities.  Buyer  shall  give  notice  of  any  such  assignment,  with  a  full
description of the assignee and a copy of the  assignment  executed by Buyer and
the assignee, to Seller at least ten (10) business days before the Closing Date.
No such  assignment  or transfer  shall  release  Buyer from any  obligation  or
liability under this Agreement.  Notwithstanding the foregoing,  if the assignee
executes  an  assumption  agreement  in favor of Seller,  in form and


                                    EXHIBIT O
<PAGE>


substance  reasonably  satisfactory  in all  respects  to  Seller,  in which the
assignee  assumes  all  obligations  of Buyer  under  this  Agreement,  then the
assignor  shall be released from liability for  performance  of the  obligations
assumed by the assignee.  Subject to the foregoing, this Agreement shall benefit
and bind Seller and Buyer and their respective  successors and assigns.  Time is
of  the  essence  of  this   Agreement.   This  Agreement  may  be  executed  in
counterparts,  each of  which  shall  be an  original,  but all of  which  shall
constitute  one and the same  Agreement.  This  Agreement  may not be amended or
modified  except  by a  written  agreement  signed by  Seller  and  Buyer.  This
Agreement  constitutes  the entire and integrated  agreement  between Seller and
Buyer relating to the purchase and sale of the Property and supersedes all prior
agreements,  understandings,  offers and  negotiations,  oral or  written,  with
respect to the sale of the Property.

         IN WITNESS WHEREOF, Seller and Buyer have executed this Agreement as of
the date first hereinabove written.

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


                                      By
                                         ---------------------------------------
                                                    Henk J. Evenhuis
                                                Chief Financial Officer

                                      SAN RAFAEL CORPORATE CENTER, LLC, a
                                      Delaware limited liability company

                                      By EOP OPERATING LIMITED PARTNERSHIP,
                                         a Delaware limited partnership,
                                         its sole Member

                                           By  EQUITY OFFICE PROPERTIES  TRUST,
                                               a Maryland real estate investment
                                               trust, its sole General Partner

                                               By
                                                   -----------------------------
                                                   Title
                                                         -----------------------


                                    EXHIBIT O