<PAGE>

                                    1111 BROADWAY

                                     OFFICE LEASE

                      SHORENSTEIN REALTY INVESTORS THREE, L.P.,
                          a California limited partnership,
                                       Landlord

                                         and

                             HEALTH SYSTEMS DESIGN CORP.,
                                        Tenant

                           DATED AS OF:  October ___, 1998

                                  TABLE OF CONTENTS
<TABLE>
<CAPTION>
Paragraph                                                                   Page
---------
<S>         <C>                                                             <C>
       1.   Premises . . . . . . . . . . . . . . . . . . . . . . . . . . . .   1
       2.   Certain Basic Lease Terms. . . . . . . . . . . . . . . . . . . .   1
       3.   Term; Delivery of Possession of Premises . . . . . . . . . . . .   2
       4.   Condition of Premises. . . . . . . . . . . . . . . . . . . . . .   4
       5.   Monthly Rent . . . . . . . . . . . . . . . . . . . . . . . . . .   6
       6.   Security Deposit . . . . . . . . . . . . . . . . . . . . . . . .   7
       7.   Additional Rent: Increases in Operating Expenses and Tax
              Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . .   7
       8.   Use of Premises; Compliance with Law . . . . . . . . . . . . . .  10
       9.   Alterations and Restoration. . . . . . . . . . . . . . . . . . .  12
      10.   Repair . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  12
      11.   Abandonment. . . . . . . . . . . . . . . . . . . . . . . . . . .  13
      12.   Liens. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  13
      13.   Assignment and Subletting. . . . . . . . . . . . . . . . . . . .  14
      14.   Indemnification of Landlord. . . . . . . . . . . . . . . . . . .  16
      15.   Insurance. . . . . . . . . . . . . . . . . . . . . . . . . . . .  17
      16.   Mutual Waiver of Subrogation Rights. . . . . . . . . . . . . . .  18
      17.   Utilities. . . . . . . . . . . . . . . . . . . . . . . . . . . .  18
      18.   Personal Property and Other Taxes. . . . . . . . . . . . . . . .  20
      19.   Rules and Regulations. . . . . . . . . . . . . . . . . . . . . .  20
      20.   Surrender; Holding Over. . . . . . . . . . . . . . . . . . . . .  20
      21.   Subordination and Attornment . . . . . . . . . . . . . . . . . .  21
      22.   Financing Condition. . . . . . . . . . . . . . . . . . . . . . .  21
      23.   Entry by Landlord. . . . . . . . . . . . . . . . . . . . . . . .  21
      24.   Insolvency or Bankruptcy . . . . . . . . . . . . . . . . . . . .  21
      25.   Default and Remedies . . . . . . . . . . . . . . . . . . . . . .  22
      26.   Damage or Destruction. . . . . . . . . . . . . . . . . . . . . .  24
      27.   Eminent Domain . . . . . . . . . . . . . . . . . . . . . . . . .  25
      28.   Landlord's Liability; Sale of Building . . . . . . . . . . . . .  25
      29.   Estoppel Certificates. . . . . . . . . . . . . . . . . . . . . .  26
      30.   Right of Landlord to Perform . . . . . . . . . . . . . . . . . .  26
      31.   Late Charge. . . . . . . . . . . . . . . . . . . . . . . . . . .  26
      32.   Attorneys' Fees; Waiver of Jury Trial. . . . . . . . . . . . . .  26
      33.   Waiver . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  27
      34.   Notices. . . . . . . . . . . . . . . . . . . . . . . . . . . . .  27
      35.   Notice of Surrender. . . . . . . . . . . . . . . . . . . . . . .  27
      36.   Defined Terms and Marginal Headings. . . . . . . . . . . . . . .  27
      37.   Time and Applicable Law. . . . . . . . . . . . . . . . . . . . .  28
      38.   Successors . . . . . . . . . . . . . . . . . . . . . . . . . . .  28
      39.   Entire Agreement; Modifications. . . . . . . . . . . . . . . . .  28
      40.   Light and Air. . . . . . . . . . . . . . . . . . . . . . . . . .  28
      41.   Name of Building . . . . . . . . . . . . . . . . . . . . . . . .  28
      42.   Severability . . . . . . . . . . . . . . . . . . . . . . . . . .  28
      43.   Authority. . . . . . . . . . . . . . . . . . . . . . . . . . . .  28
      44.   No Offer . . . . . . . . . . . . . . . . . . . . . . . . . . . .  28
      45.   Real Estate Brokers. . . . . . . . . . . . . . . . . . . . . . .  28
      46.   Consents and Approvals . . . . . . . . . . . . . . . . . . . . .  28
      47.   Reserved Rights. . . . . . . . . . . . . . . . . . . . . . . . .  29
      48.   Financial Statements . . . . . . . . . . . . . . . . . . . . . .  29
      49.   Deleted. . . . . . . . . . . . . . . . . . . . . . . . . . . . .  29
      50.   Nondisclosure of Lease Terms . . . . . . . . . . . . . . . . . .  29
      51.   Hazardous Substance Disclosure . . . . . . . . . . . . . . . . .  29
      52.   Option to Renew. . . . . . . . . . . . . . . . . . . . . . . . .  30
      53.   Parking. . . . . . . . . . . . . . . . . . . . . . . . . . . . .  30
</TABLE>

EXHIBITS:
A - Outline of Premises
B - Rules and Regulations
C - Description of Plans
D - Appraisal Procedure

<PAGE>

                                        LEASE


          THIS LEASE is made as of the ______ day of October, 1998, between
SHORENSTEIN REALTY INVESTORS THREE, L.P., a California limited partnership
("Landlord"), and HEALTH SYSTEMS DESIGN CORP., a California corporation
("Tenant").  

          1.   PREMISES.  Landlord hereby leases to Tenant, and Tenant hereby 
leases from Landlord, on the terms and conditions set forth herein, the space
outlined on the attached EXHIBIT A (the "Premises").  The Premises are located
on the floor(s) specified in Paragraph 2 below of the building (the "Building")
located at 1111 Broadway, Oakland, California.  The Building is a part of the
office, retail and service complex located in the area bounded by Broadway,
Fourteenth, Clay and Eleventh Streets, which complex, including its associated
garages, the parcel(s) of land on which the complex is located and the other
improvements on such land, is referred to herein as "City Center."  The
Building, the associated garage, the parcel(s) of land (the "Land") on which the
Building and garage are located and the other improvements on the Land
(including the walkways and landscaping) are referred to herein as the "Real
Property."

          Tenant's lease of the Premises shall include the right to use, in
common with others and subject to the other provisions of this Lease, the public
lobbies, entrances, stairs, elevators and other public portions of the Building.
All of the windows and outside walls of the Premises and any space in the
Premises used for shafts, stacks, pipes, conduits, ducts, electrical equipment
or other utilities or Building facilities are reserved solely to Landlord and
Landlord shall have rights of access through the Premises for the purpose of
operating, maintaining and repairing the same.  

          2.   CERTAIN BASIC LEASE TERMS.  As used herein, the following terms
shall have the meaning specified below:  

               a.   Floor(s) on which the Premises are located:  Sixteenth
                    (16th), seventeenth (17th) and eighteenth (18th).  Landlord
                    and Tenant agree that for the purpose of this Lease, the
                    portion of the Premises located on the 16th floor of the
                    Building (the "16th Floor Increment") is deemed to contain
                    6,111 rentable square feet of space,  the portion of the
                    Premises located on the 17th floor of the Building (the
                    "17th Floor Increment") is deemed to contain 24,182 rentable
                    square feet of space, and the portion of the Premises
                    located on the 18th floor of the Building (the "18th Floor
                    Increment") is deemed to contain 24,134 rentable square feet
                    of space.

               b.   Lease term:  Approximately ten (10) years and seven (7)
                    months, commencing on the later of (i) March 1, 1999, or
                    (ii) Substantial Completion (as defined in Paragraph 4.b.
                    below) of the Tenant Improvements to be constructed in the
                    17th Floor Increment as provided in Paragraph 4 (the
                    "Commencement Date"), and ending on the last day of the one
                    hundred twentieth (120th) full calendar month after the 18th
                    Floor Commencement Date (as defined in Paragraph 3.b. below)
                    (the "Expiration Date").

               c.   Monthly Rent:  The respective sums set forth as follows:

<TABLE>
<CAPTION>
                    Period                                  Monthly Rent
                    ------                                  ------------
                    <S>                                     <C>
                    From the Commencement Date
                    through the date immediately
                    preceding the 18th Floor
                    Commencement Date (as defined
                    in Paragraph 3.b. below):               $62,470.00

                    From the 18th Floor Commencement
                    Date through the last day of the
                    Third Lease Year:

                         16th Floor Increment:                $15,787.00
                         17th Floor Increment:                $62,470.00
                         18th Floor Increment:                $62,346.00
                                                              ----------
                              Total:                         $140,603.00
</TABLE>

                                          1
<PAGE>

<TABLE>
<CAPTION>
                    Period                                  Monthly Rent
                    ------                                  ------------
                    <S>                                     <C>
                    Fourth through Sixth
                    Lease Years:

                         16th Floor Increment:                $16,805.00
                         17th Floor Increment:                $66,501.00
                         18th Floor Increment:                $66,369.00
                                                              ----------
                              Total:                         $149,675.00

                    Seventh through Eleventh
                    Lease Years:

                         16th Floor Increment:                $18,333.00
                         17th Floor Increment:                $72,546.00
                         18th Floor Increment:                $72,402.00
                                                              ----------
                              Total:                         $163,281.00
</TABLE>

                    The "First Lease Year" shall be the period commencing on the
                    Commencement Date and ending on the last day of the twelfth
                    (12th) full calendar month thereafter.  Each twelve (12)
                    calendar month period thereafter shall constitute a "Lease
                    Year", except that the final Lease Year shall end on the day
                    this Lease expires or otherwise terminates.  

               d.   Security Deposit: Three Hundred Eighty-eight Thousand Three
                    Hundred Twenty-one Dollars ($388,321.00).

               e.   Tenant's Share: 

                    Commencing on the Commencement Date and ending at midnight
                    on the day before the 18th Floor Commencement Date:  4.49%.

                    Commencing on the 18th Floor Commencement Date and
                    continuing through expiration or sooner termination of the
                    Lease:  

<TABLE>
                         <S>                                <C>
                         16th Floor Increment:              1.14%
                         17th Floor Increment:              4.50%
                         18th Floor Increment:              4.49%
                                                            -----
                                 Total:                     10.23%
</TABLE>

               f.   Base Year: The calendar year 1999.

                    Base Tax Year: The fiscal tax year ending June 30, 2000.

               g.   Business of Tenant:  Provider of managed care information
                    systems software to payers and providers of health care
                    services.

               h.   Real estate broker(s):  Shorenstein Management, Inc., Grubb
                    & Ellis Company, and KLP Properties, Inc..

          3.   TERM; DELIVERY OF POSSESSION OF PREMISES.

               a.   TERM.  The term of this Lease shall commence on the
Commencement Date (as defined in Paragraph 2.b.) and, unless sooner terminated
pursuant to the terms hereof or at law, shall expire on the Expiration Date (as
defined in Paragraph 2.b.).  The Commencement Date, the 18th Floor Commencement
Date (as defined in Paragraph 3.b. below) and the Expiration Date shall be
confirmed by the parties in writing following Substantial Completion of the
Tenant Improvements, as provided in Paragraph 4.

               b.   DELIVERY OF PREMISES.  Tenant acknowledges that the Premises
are currently leased by a third party tenant (the "Existing Tenant") pursuant to
a lease (the "Existing Lease") which is currently scheduled to expire on October
31, 2002, and that the Existing Tenant currently subleases the Premises to
another party (the "Existing Subtenant") pursuant to a sublease (the "Existing
Sublease"), which is scheduled to expire on October 30, 2002. The Existing
Subtenant has expressed its intention to exercise its right under the Existing
Sublease to terminate such sublease effective during the first quarter of 1999
and to vacate the Premises on or before the effective early termination date of
the Existing Sublease. Landlord is currently negotiating with the Existing
Tenant for the early termination of the Existing Lease. Landlord shall deliver
the 17th Floor Increment to Tenant on the Commencement Date, and Landlord shall


                                          2
<PAGE>

deliver the 16th and 18th Floor Increments to Tenant on the later of (i) October
1, 1999, or (ii) Substantial Completion (as defined in Paragraph 4.b. below) of
the Tenant Improvements to be constructed in the 16th and 18th Floor Increments
as provided in Paragraph 4 below (the "18th Floor Commencement Date").  Except
as expressly otherwise provided in subparagraphs i, ii and iii below, no delay
in Substantial Completion or delivery of possession of the Premises to Tenant
shall operate to extend the term of this Lease, amend Tenant's obligations under
this Lease, or render this Lease void or voidable, and Landlord shall not be
liable to Tenant for any delay in completion of the Tenant Improvements caused
or occasioned by strikes, lockout, labor disputes, shortages of material or
labor, fire or other casualty, acts of God or any other any other cause beyond
Landlord's reasonable control or by Tenant Delays (as defined in Paragraph 4.d.
below):

                    i.        Landlord and Tenant shall each have the option to
     terminate this Lease after December 31, 1998, by giving written notice to
     the other during the period commencing on January 1, 1999, and expiring at
     close of business on January 29, 1999, if at the time such notice is given
     either (A) Landlord and the Existing Tenant have failed to execute a
     written amendment or agreement providing for the termination of the
     Existing Lease with respect to the 17th and 18th Floor Increments, or
     (B) the Existing Subtenant has failed to give written notice exercising its
     right under the Existing Sublease to terminate the Existing Sublease or to
     otherwise agree in writing to terminate the Existing Sublease. If, however,
     Landlord timely delivers such termination notice, Tenant shall have the
     right to suspend the termination of the Lease for a period of thirty (30)
     days by delivering notice of such suspension to Landlord within five (5)
     business days after receipt of Landlord's termination notice (such
     suspension period to expire thirty (30) days after Landlord's receipt of
     Tenant's suspension notice). During that 30-day suspension period Landlord
     shall make diligent efforts to effect the completion of an executed
     amendment or agreement with the Existing Tenant as described in (A) above
     and shall use diligent efforts to facilitate notice from or other agreement
     by the Existing Subtenant to terminate the Existing Sublease, as applicable
     (provided that such efforts by Landlord shall not require Landlord to
     expend any material sum or to agree to terms or obligations which are not
     acceptable to Landlord). If, however, Landlord fails to bring about the
     completion of such items within the 30-day suspension period, this Lease
     shall terminate at the end of the 30-day suspension period.

          In recognition of the fact that Tenant is not a party to Landlord's
     early termination negotiations with the Existing Tenant or any discussions
     or communications Landlord may have or receive concerning the Existing
     Subtenant's plans regarding early termination of the Existing Sublease and
     vacating of the Premises, Landlord acknowledges that Tenant must rely on
     information provided by Landlord to evaluate its options and make critical
     business decisions under this Paragraph 3. As a result, Landlord agrees to
     respond promptly and to the best of Landlord's then current knowledge, to
     Tenant's reasonable inquiries concerning the Landlord's progress toward
     obtaining the early termination of the Existing Lease and the Existing
     Subtenant's plans for early termination of the Existing Sublease and
     vacating the Premises.

                    ii.       If this Lease is not terminated pursuant to
     subparagraph i above, Tenant shall have the further option to terminate
     this Lease by giving notice to Landlord during the period commencing on
     April 1, 1999, and expiring at close of business on April 7, 1999, if at
     the time the notice is given, the Existing Subtenant remains in occupancy
     of any portion of either the 17th Floor Increment or the 18th Floor
     Increment ("Retained Premises"); provided, however, that if Tenant timely
     delivers such termination notice, Landlord shall have the right to suspend
     the termination of the Lease for a period of thirty (30) days, by
     delivering notice of such suspension to Tenant within five (5) business
     days after receipt of Tenant's termination notice (such suspension period
     to expire thirty days after Tenant's receipt of Landlord's suspension
     notice). If Landlord provides such notice and, within that 30-day
     suspension period, recovers possession of the Retained Premises from the
     Existing Subtenant, Tenant's termination notice shall be of no further
     force or effect. If, however, Landlord fails to recover possession of the
     Retained Premises within that 30-day suspension period, this Lease shall
     terminate at the end of the 30-day suspension period. 

                    iii.   If this Lease is not terminated pursuant to
     subparagraph i or ii above, and Landlord has delivered neither the 17th
     Floor Increment nor the 18th Floor Increment to Tenant with the Tenant
     Improvements Substantially Completed by November 1, 1999 (the "Completion
     Trigger Date"), as such date shall be extended by the length of any delays
     resulting from a Tenant Delay, then Tenant's sole remedy shall be to give
     written notice (the "Termination Notice") to Landlord within five (5) days
     after the Trigger Date, electing to terminate this Lease effective on the
     date which is five (5) days after Landlord's receipt of the Termination
     Notice (the "Termination Date").  Notwithstanding the foregoing, if Tenant
     delivers such Termination Notice, Landlord shall have the right to suspend
     the termination of the Lease for a period ending thirty (30) days after the
     Termination Date, by delivering notice of such suspension to Tenant, within
     five (5) business days after receipt of Tenant's termination notice. If
     Landlord provides such notice and, within that 30-day suspension period,
     delivers possession of the 17th Floor Increment or the 18th Floor
     Increment, or both, to Tenant with the Tenant Improvements Substantially
     Completed, Tenant's Termination Notice


                                          3
<PAGE>

     shall be of no further force or effect. If, however, Landlord delivers
     possession of neither increment to Tenant within that 30-day suspension
     period, this Lease shall terminate at the end of the 30-day suspension
     period.

          Notwithstanding the foregoing, if before the Termination Date (as such
     Termination Date may be suspended pursuant to the foregoing) Landlord
     determines that Substantial Completion of the Tenant Improvements will not
     occur by the Termination Date, Landlord shall have the right to deliver a
     written notice to Tenant stating Landlord's reasonable, good-faith estimate
     of the date by which Substantial Completion of the Tenant Improvements will
     occur.  Tenant shall be required, within five (5) business days after
     receipt of such notice, to either deliver the Termination Notice (which
     will mean that this Lease shall terminate) or agree to extend the
     Termination Date to the date stated in Landlord's notice.  If the
     Termination Date is so extended, Landlord's right to request Tenant to
     elect either to terminate or to further extend the Termination Date shall
     remain and continue to remain, with each of the notice periods and response
     periods set forth above, until the Tenant Improvements in the 17th Floor
     Increment or the 18th Floor Increment are Substantially Completed or until
     this Lease is terminated.

               c.   EARLY OCCUPANCY.  If, at Tenant's request, Landlord permits
Tenant to take occupancy of the 17th Floor Increment prior to the Commencement
Date provided for in Paragraph 2.b. above, then the Commencement Date shall be
the date of such early occupancy by Tenant, and if, at Tenant's request;
provided, however, that the Expiration Date shall not be affected by such early
occupancy.

          4.   CONDITION OF PREMISES.

               a.   TENANT IMPROVEMENTS.  Landlord shall have no obligation to
make or pay for any improvements or renovations in or to the Premises or
otherwise prepare the Premises for Tenant's occupancy, except as specifically
provided in this Paragraph 4. Tenant has submitted for Landlord's review and
approval the layout plans described in the attached EXHIBIT C. Within thirty
(30) days after the date hereof (which date has been inserted by Landlord in the
preamble above to indicate the date on which this Lease has been executed by
Landlord and Tenant), Landlord shall provide Tenant with Landlord's written
approval (which may be subject to conditions) or Landlord's reasonable
objections to such layout plans. Tenant shall respond promptly to any objections
of Landlord to such layout plans and shall resubmit appropriately revised layout
plans within five (5) days of Tenant's receipt of Landlord's objections.  The
layout plans as approved by Landlord shall be referred to herein as the "Plans."
After recovering possession of the Premises from the Existing Tenant and
Existing Subtenant, Landlord shall cause to be performed those improvements (the
"Tenant Improvements") to the Premises which are specifically described in the
Plans; provided, however, that Landlord shall not be required to commence
construction prior to Tenant's waiver of the termination rights set forth in
subparagraphs i and ii of Paragraph 3.b. above. Notwithstanding the foregoing,
if Landlord determines that additional working drawings and specifications are
required for the construction of the Tenant Improvements, Tenant shall prepare
and submit to Tenant for Landlord's reasonable approval such Working Drawings.
The Working Drawings shall show improvements that conform to the approved Plans,
Landlord's base building requirements, applicable building codes and other Legal
Requirements (as defined in Paragraph 7.a.(16) below) and shall be in sufficient
detail as to enable Landlord's Contractor (as defined below) to obtain all
necessary governmental permits for construction of all of the improvements and
to secure complete bids from qualified subcontractors to perform the work.  The
Working Drawings and all improvements shown thereon shall also comply with the
"Tenant Construction Standards" and "Conditions for Construction" applicable to
the Building, receipt of a copy of which is hereby acknowledged by Tennt.  To
the extent that the improvements shown in the Working Drawings do not conform to
the approved Plans, such deviation shall be considered a Change, as defined in
Paragraph 4.c. below.  Tenant shall submit the Working Drawings to Landlord
within ten (10) days of Landlord's written request.  Landlord shall respond to
the Working Drawings (and to any resubmittal of the Working Drawings) within ten
(10) days of Landlord's receipt thereof.  Tenant shall respond promptly to any
objections of Landlord to the Working Drawings and shall resubmit appropriately
revised Working Drawings within five (5) days of Tenant's receipt of Landlord's
objections.  If Working Drawings are so required and prepared, then all
references hereinafter to the "Plans" shall include the Working Drawings so
approved by Landlord and Tenant.  Where reference is made in this Lease to
construction by Landlord, Tenant acknowledges that such construction shall be
performed by Landlord through Shorenstein Company, L.P., or an affiliate thereof
("Landlord's Contractor"), as general contractor.

               b.   CONSTRUCTION.  Landlord shall cause the work described in
the Plans to be commenced as soon as is reasonably possible after the execution
of this Lease.  Landlord shall provide and cause to be installed only those wall
terminal boxes and/or floor monuments required for Tenant's telephone or
computer systems as are shown on the Plans.  Landlord will provide ordinary
power wiring to locations shown on the Plans and shall provide and cause to be
installed conduits and pull strings in partition walls, if shown on the Plans,
as required for Tenant's telephone and computer systems, but shall in no event
provide, install, pull or hook up any other conduits or wires, supply jacks or
plugs, or provide wiring necessary for special conditioned power to the
Premises.  Further, notwithstanding anything to the contrary herein, Landlord
and Tenant shall cooperate with each other to resolve any space plan issues
raised by applicable


                                          4
<PAGE>

local building codes.  The Tenant Improvements shall be deemed to be
"Substantially Completed" when (i) they have, in Landlord's reasonable judgment,
been completed in accordance with the Plans, subject only to correction or
completion of "Punch List" items, which items shall be limited to minor items of
incomplete or defective work or materials or mechanical maladjustments that are
of such a nature that they do not materially interfere with or impair Tenant's
use of the Premises for Tenant's business, and (ii) any governmental approvals
(which may be oral approvals by inspectors or other officials, and may be
temporary or conditional in accordance with local practice) required for the
initial occupancy of the Premises by Tenant have been obtained, subject to final
inspection and "sign off" as to isolated or incidental items of construction
(provided that if the failure to obtain such approval results from construction
of Tenant Improvements in accordance with Final Plans which do not comply with
building codes or other Legal Requirements, then this item (ii) shall not be a
condition to the occurrence of Substanial Completion).  The definition of
"Substantially Completed" shall also apply to the terms "Substantial Completion"
and "Substantially Complete."  Landlord's Contractor shall prepare the Punch
List for the 19th Floor Increment and the 18th Floor Increment, respectively, on
a walkthrough of each increment with Tenant upon Substantial Completion of the
Tenant Improvements for such increment.  Landlord shall cause the Punch List
items to be completed as soon as reasonably possible but in no event later than
thirty (30) days from preparation of the list of Punch List items.  Tenant shall
cooperate with and accommodate Landlord's Contractor and its workers in
connection with completion of the Punch List items and Landlord shall use
commercially reasonable efforts to minimize noise and disruption to Tenant's
business during the performance of such work, provided that such efforts do not
result in a material increase in the cost of performing the relevant work and do
not diminish the quality of work performed.  

               c.   CHANGES.  If Tenant desires any change in or to the Plans (a
"Change"), Tenant shall submit to Landlord for Landlord's review and written
approval revised Working Drawings prepared by Tenant's architect incorporating
the requested change and clearly identifying the same as such on the revised
Working Drawings.  Landlord shall not unreasonably withhold or delay its
approval of the revised Working Drawings, provided, however, that Landlord shall
have at least ten (10) business days after receipt of the revised Working
Drawings to review any proposed change.   If Landlord approves any proposed
Change, then together with such approval, if practicable, and if not practicable
as soon thereafter as is practicable, Landlord shall give Tenant Landlord's
estimate of the increase or decrease in the cost of the Tenant Improvements
which would result from incorporating such Change and Landlord's estimate of the
delay, if any, in the commencement or completion of the Tenant Improvements
which would result from incorporating such Change.  If the Change increases the
cost of the Tenant Improvements and the funds from Landlord's Allowance (as
defined in Paragraph 4.e. below) are not sufficient to pay for the Change, then
Tenant shall be liable for the additional cost, which cost shall be payable
within fifteen (15) days after Tenants' receipt of Landlord's invoice therefor. 
Landlord will use reasonable care in preparing the estimates, but they shall be
good faith estimates only and will not limit Tenant's obligation to pay for the
actual increase in the cost of the Tenant Improvements or Tenant's
responsibility for the actual construction delay resulting from the change. 
Within three (3) business days after receipt of such cost and delay estimates,
Tenant shall notify Landlord in writing whether Tenant approves the Change.  If
Tenant fails to approve the Change within such three (3) business day period,
construction of the Tenant Improvements shall proceed as provided in accordance
with the Plans as they existed prior to the requestedChange.  If, following
Tenant's review of the estimated costs and delays, Tenant desires Landlord to
incorporate the Change into the Tenant Improvements, then Tenant and Landlord
shall execute a change order for such Change on Landlord's Contractor's standard
form therefor, and the term "Plans" shall thereafter be deemed to refer to the
Working Drawings as so revised and approved.

               d.   TENANT DELAYS.  Tenant shall be responsible for, and shall
pay to Landlord (which payment may be funded by Landlord's Allowance, as defined
in Paragraph 4.e. below, to the extent funds are available therefrom), any and
all costs and expenses incurred by Landlord in connection with any delay in the
commencement or completion of any Tenant Improvements and any increase in the
cost of Tenant Improvements caused by (i) any Changes requested by Tenant in the
Tenant Improvements shown on the Plans (including any cost or delay resulting
from proposed Changes that are not ultimately made), (ii) any failure by Tenant
to timely pay any amounts due from Tenant hereunder, including any additional
costs resulting from any Change (it being acknowledged that if Tenant fails to
make or otherwise delays making such payments, Landlord may stop work on the
Tenant Improvements rather than incur costs which Tenant is obligated to fund
but has not yet funded and any delay from such a work stoppage will be a Tenant
Delay), (iii) the inclusion in the Tenant Improvements of any so-called "long
lead" materials (such as fabrics, panellings, carpeting or other items that must
be imported or are of unusual character or limited availability), (iv) any delay
by Tenant in responding to inquiries regarding the construction of the Tenant
Improvements or in granting Tenant's approval of materials or finishes for the
Tenant Improvements, (v) Tenant's failure to pay when due any installment of the
Security Deposit as provided in Paragraph 6 below (it being acknowledged that
Landlord, at Landlord's sole election, may refuse to respond to plans or
drawings or to perform any of Landlord's other obligations under this Paragraph
4 until such sum is received, and any delay resulting therefrom shall be a
Tenant Delay) or (vi) any other delay requested or caused by Tenant.  Each of
the foregoing is referred to herein as a "Tenant Delay."


                                          5
<PAGE>

               e.  COST OF CONSTRUCTION OF TENANT IMPROVEMENTS.  Landlord shall
construct the Tenant Improvements as shown on the Plans in compliance with this
Paragraph 4 on a cost basis plus (i) a charge for overhead and profit equal to
fifteen percent (15%) of the first One Hundred Thousand Dollars ($100,000.00) of
construction costs, plus twelve percent (12%) of the next Four Hundred Thousand
Dollars ($400,000.00) of such costs, plus ten percent (10%) of the next Five
Hundred Thousand Dollars ($500,000.00) of such costs, plus nine percent (9%) of
the next One Million Dollars ($1,000,000.00) of such costs, and (ii) Five
Hundred Dollars ($500.00) per week for supervision (collectively, "Landlord's
Contractor's Charge").  Landlord shall bear the cost of the construction of the
Tenant Improvements, limited however to a maximum expenditure by Landlord
therefor of One Million One Hundred Forty-two Thousand Nine Hundred Sixty-seven
Dollars ($1,142,967.00) ("Landlord's Allowance").  Tenant shall pay to Landlord
immediately upon written demand the cost of the construction of the Tenant
Improvements (including architectural costs and Landlord's Contractor's Charge)
that exceeds Landlord's Allowance, which demand may be for payment in advance or
in course-of-construction installments.  

          In no event may any portions of Landlord's Allowance be applied
towards the costs of Tenant's personal property or movable furniture, signage,
moving expenses or rental obligations.

          If Landlord reasonably determines that, upon Substantial Completion of
the Tenant Improvements, Landlord's Allowance would not be exhausted by
construction of the Tenant Improvements, and the remaining balance of Landlord's
Allowance will exceed the amount needed to fully pay for all outstanding
anticipated costs relating to the Tenant Improvements, then up to One Hundred
Eight Thousand Eight Hundred Fifty-four Dollars ($108,854.00) (the "Soft Cost
Cap") of such excess of Landlord's Allowance, at Tenant's election, may be
applied to reimburse Tenant for the reasonable costs expended by Tenant for its
architectural, engineering, design and space planning fees incurred in
connection with the Tenant Improvements (such costs, up to the Soft Cost Cap,
being referred to herein as the "Reimbursable Costs"). Landlord shall reimburse
Tenant for such fees and costs upon Landlord's receipt of copies of receipted
invoices covering the same.  Not more than Ten Thousand Eight Hundred Eighty-six
Dollars ($10,886.00) of the Soft Cost Cap may be applied to reimburse Tenant for
amounts expended by Tenant for its space planning fees.  No portion of
Landlord's Allowance may be applied to other consultant fees or the purchase of
equipment, trade fixtures, furnishings, signage, moving expenses, free rent or
any other costs other than construction costs due under the terms of this Lease
and the Reimbursable Costs.

          5.   MONTHLY RENT.

               a.   On or before the first day of each calendar month during the
term hereof, Tenant shall pay to Landlord, as monthly rent for the Premises, the
Monthly Rent specified in Paragraph 2 above. Notwithstanding the anything in the
foregoing or Paragraph 2.c. above to the contrary, if, at Tenant's request,
Landlord permits Tenant to take occupancy of the 16th Floor Increment or the
18th Floor Increment prior to the 18th Floor Commencement Date, as defined in
Paragraph 3.b. above, then Tenant shall commence paying Monthly Rent for such
portion of the Premises commencing on the date of such early occupancy. If the
term of this Lease commences on a day other than the first day of a calendar
month, or terminates on a day other than the last day of a calendar month, then
the Monthly Rent payable for such partial month shall be appropriately prorated
on the basis of a thirty (30)-day month.  Monthly Rent and the Additional Rent
specified in Paragraph 7 shall be paid by Tenant to Landlord, in advance,
without deduction, offset, prior notice or demand, in immediately available
funds of lawful money of the United States of America, or by good check as
described below, at the office of Shorenstein Company, L.P., at 555 California
Street, 14th floor, San Francisco, California 94104, or to such other person or
at such other place as Landlord may from time to time designate in writing. 
Payments made by check must be drawn either on a California financial
institution or on a financial institution that is a member of the federal
reserve system.

               b.   All amounts payable by Tenant to Landlord under this Lease,
or otherwise payable in connection with Tenant's occupancy of the Premises, in
addition to the Monthly Rent hereunder and Additional Rent under Paragraph 7,
shall constitute rent owed by Tenant to Landlord hereunder. 

               c.   Any rent not paid by Tenant to Landlord within three (3)
days of the date due shall bear interest from the date due to the date of
payment by Tenant at an annual rate of interest (the "Interest Rate") equal to
the lesser of (i) the maximum annual interest rate allowed by law on such due
date for business loans (not primarily for personal, family or household
purposes) not exempt from the usury law, or (ii) a rate equal to the sum of four
(4) percentage points over the six-month United States Treasury bill rate (the
"Treasury Rate") in effect from time to time during such delinquency (or if
there is no such publicly announced rate, the rate quoted by the San Francisco
Main Office of Bank of America, NT&SA, or any successor bank thereto, in pricing
ninety (90)-day commercial loans to substantial commercial borrowers).  Failure
by Tenant to pay rent when due, including any interest accrued under this
subparagraph, shall constitute an Event of Default (as defined in Paragraph 25
below) giving rise to all the remedies afforded Landlord under this Lease and at
law for nonpayment of rent.  


                                          6
<PAGE>

               d.   No security or guaranty which may now or hereafter be
furnished to Landlord for the payment of rent due hereunder or for the
performance by Tenant of the other terms of this Lease shall in any way be a bar
or defense to any of Landlord's remedies under this Lease or at law.

          6.   SECURITY DEPOSIT.  Tenant shall pay to Landlord the Security
Deposit specified in Paragraph 2.d. above, in installments as follows:
(i) Tenant shall pay to Landlord the initial installment of Fifty Thousand
Dollars ($50,000.00) with Tenant's execution of this Lease, (ii) Tenant shall
pay to Landlord a second installment of Fifty Thousand Dollars upon Landlord
providing Tenant with reasonable evidence that the Existing Subtenant (as
defined in Paragraph 3.b. above) has given written notice exercising its right
under the Existing Sublease to terminate the Existing Sublease (as defined in
Paragraph 3.b. above) or has otherwise agreed in writing to terminate the
Existing Sublease, and (iii) Tenant shall pay the balance of the Security
Deposit to Landlord upon Landlord's providing reasonable evidence to Tenant that
the Existing Subtenant has vacated the Premises. Tenant's failure to pay any
installment of the Security Deposit when due may be a Tenant Delay as provided
in Paragraph 4.d. above.  The Security Deposit shall be security for Tenant's
performance of all of Tenant's covenants and obligations under this Lease;
provided, however, that the Security Deposit is not an advance rent deposit or
an advance payment of any other kind, nor a measure of Landlord's damages upon
Tenant's default.  Landlord shall not be required to segregate the Security
Deposit from its other funds and no interest shall accrue or be payable to
Tenant with respect thereto.  Landlord may (but shall not be required to) use
the Security Deposit or any portion thereof to cure any Event of Default or to
compensate Landlord for any damage Landlord incurs as a result of Tenant's
failure to perform any of its covenants or obligations hereunder, it being
understood that any use of the Security Deposit shall not constitute a bar or
defense to any of Landlord's remedies under this Lease or at law.  In such event
and upon written notice from Landlord to Tenant specifying the amount of the
Security Deposit so utilized by Landlord and the particular purpose for which
such amount was applied, Tenant shall immediately deposit with Landlord an
amount sufficient to return the Security Deposit to an amount equal to one
hundred ten percent (110%) of the amount specified in Paragraph 2.d. as the same
may have been increased by prior applications of this Paragraph 6.  Tenant's
failure to make such payment to Landlord within five (5) days of receipt of
Landlord's notice shall constitute an Event of Default (provided that for the
purposes of this sentence Tenant shall be deemed to have received Landlord's
notice on the date on which there is a refusal to accept delivery at the address
which Tenant has given Landlord for notices or on the date on wich attempted
delivery fails because the address designated under this Lease for such delivery
to Tenant is incorrect).  If Tenant is not in default at the expiration or
termination of this Lease, Landlord shall return to Tenant the Security Deposit
or the balance thereof then held by Landlord; provided, however, that in no
event shall any such return be construed as an admission by Landlord that Tenant
has performed all of its covenants and obligations hereunder.  No holder of a
Superior Interest (as defined in Paragraph 21 below), nor any purchaser at any
judicial or private foreclosure sale of the Real Property or any portion
thereof, shall be responsible to Tenant for the Security Deposit unless and only
to the extent such holder or purchaser shall have actually received the same. 

          Landlord and Tenant agree that (i) Landlord shall return Ninety
Thousand Dollars ($90,000.00) of the Security Deposit to Tenant within thirty
(30) days after receipt by Landlord of Tenant's written request given to
Landlord at any time after the expiration of the twenty-fourth (24th) full
calendar month of the Lease term; and (ii) Landlord shall return an additional
One Hundred Thirty-five Thousand Dollars ($135,000.00) of the Security Deposit
to Tenant within thirty (30) days after receipt by Landlord of Tenant's written
request given to Landlord at any time after the expiration of the thirty-sixth
(36th) full calendar month of the Lease term; provided, however, in each case
that Landlord shall be required to return the specified portion of the Security
Deposit to Tenant only if (A) Tenant is not then in default under the Lease, and
(B) Tenant has at no time during the Lease term been in default under any
provisions of the Lease beyond the applicable cure period.

          7.   ADDITIONAL RENT: INCREASES IN OPERATING EXPENSES AND TAX
EXPENSES.

               a.   OPERATING EXPENSES.  Tenant shall pay to Landlord, at the
times hereinafter set forth, Tenant's Share, as specified in Paragraph 2.e.
above, of any increase in the Operating Expenses (as defined below) incurred by
Landlord in each calendar year subsequent to the Base Year specified in
Paragraph 2.f. above, over the Operating Expenses incurred by Landlord during
the Base Year.  The amounts payable under this Paragraph 7.a. and Paragraph 7.b.
below are termed "Additional Rent" herein.

          The term "Operating Expenses" shall mean the total costs and expenses
incurred by Landlord in connection with the management, operation, maintenance,
repair and ownership of the Real Property, including, without limitation, the
following costs: (1) salaries, wages, bonuses and other compensation (including
hospitalization, medical, surgical, retirement plan, pension plan, union dues,
life insurance, including group life insurance, welfare and other fringe
benefits, and vacation, holidays and other paid absence benefits) relating to
employees of Landlord or its agents engaged in the operation, repair, or
maintenance of the Real Property, allocated in proportion to the percentage of
such  person's working time actually spent working in connection with the Real
Property; (2) payroll, social security, workers' compensation, unemployment and
similar taxes with respect to such


                                          7
<PAGE>

employees of Landlord or its agents, and the cost of providing disability or
other benefits imposed by law or otherwise, with respect to such employees,
allocated in proportion to the percentage of such  person's working time
actually spent working in connection with the Real Property; (3) the cost of
uniforms (including the cleaning, replacement and pressing thereof) provided to
such employees, allocated in proportion to the percentage of such  person's
working time actually spent working in connection with the Real Property; (4)
premiums and other charges incurred by Landlord with respect to fire, other
casualty, rent and liability insurance, any other insurance as is deemed
necessary or advisable in the reasonable judgment of Landlord, or any insurance
required by the holder of any Superior Interest (as defined in Paragraph 21
below), and, after the Base Year, costs of repairing an insured casualty to the
extent of the deductible amount under the applicable insurance policy; (5) water
charges and sewer rents or fees; (6) license, permit and inspection fees; (7)
sales, use and excise taxes on goods and services purchased by Landlord in
connectin with the operation, maintenance or repair of the Real Property and
Building systems and equipment; (8) telephone, telegraph, postage, stationery
supplies and other expenses incurred in connection with the operation,
maintenance, or repair of the Real Property; (9) management fees and expenses;
(10) costs of repairs to and maintenance of the Real Property, including
building systems and appurtenances thereto and normal repair and replacement of
worn-out equipment, facilities and installations, but excluding the replacement
of major building systems (except to the extent provided in (16) and (17)
below); (11) fees and expenses for janitorial, window cleaning, guard,
extermination, water treatment, rubbish removal, plumbing and other services and
inspection or service contracts for elevator, electrical, mechanical and other
building equipment and systems or as may otherwise be necessary or proper for
the operation, repair or maintenance of the Real Property; (12) costs of
supplies, tools, materials, and equipment used in connection with the operation,
maintenance or repair of the Real Property; (13) accounting, legal and other
professional fees and expenses; (14) fees and expenses for painting the exterior
or the public or common areas of the Building and the cost of maintaining the
sidewalks, landscaping and other common areas of the Real Property; (15) costs
and expenses for electricity, chilled water, air conditioning, water for
heating, gas, fuel, steam, heat, lights, power and other energy related
utilities required in connection with the operation, maintenance and repair of
the Real Property; (16) the cost of any capital improvements made by Landlord to
the Real Property or capital assets acquired by Landlord after the Base Year in
order to comply with any local, state or federal law, ordinance, rule,
regulation, code or order of any governmental entity or insurance requirement
(collectively, "Legal Requirement") with which the Real Property was not
required to comply during the Base Year, or to comply with any amendment or
other change to the enactment or interpretation of any Legal Requirement from
its enactment or interpretation during the Base Year; (17) the cost of any
capital improvements made by Landlord to the Building or capital assets acquired
by Landlord after the Base Year for the protection of the health and safety of
the occupants of the Real Property or that are designed to reduce other
Operating Expenses (provided such costs are incurred with the reasonable
expectation that the amortized amount and related interest to be included in
Operating Expenses will not exceed the reduction in other Operatig Expenses
which will result therefrom); (18) the cost of furniture, draperies, carpeting,
landscaping and other customary and ordinary items of personal property
(excluding paintings, sculptures and other works of art) provided by Landlord
for use in common areas of the Building or in the Building office (to the extent
that such Building office is dedicated to the operation and management of the
Real Property); (19) any expenses and costs resulting from substitution of work,
labor, material or services in lieu of any of the above itemizations, or for any
additional work, labor, services or material resulting from compliance with any
Legal Requirement applicable to the Real Property or any parts thereof; (20) the
Real Property's allocable share of Building office rent or rental value; and
(21) the Real Property's allocable share of expenses, in the nature of the other
Operating Expenses described in this Paragraph 7.a., which are incurred with
respect to the common areas of City Center (including without limitation
pedestrian walkways, patios, landscaped areas, sidewalks, service corridors,
restrooms, stairways, escalators, decorative walls, plaza, fountains, malls,
throughways, loading areas and ramps and parking areas), which allocation shall
be determined by Landlord in its good faith business judgment.  If the Real
Property becomes subject to any covenants, conditions or restrictions,
reciprocal easement agreement, common area declaration or similar agreement, the
foregoing common area expenses shall include all fees, costs or other expenses
allocated to the Real Property under such agreement.  With respect to the costs
of items included in Operating Expenses under (16) and (17), such costs shall be
amortized over a reasonable period, as determined by Landlord (provided that
such period shall be within the range used to amortize such costs by landlords
of other first-class office buildings in San Francisco and Oakland in accordance
with generally accepted property management practices), together with interest
on the unamortized balance at a rate per annum equal to three (3) percentage
points over the Treasury Rate charged at the time such item is constructed or
acquired, or at such higher rate as may have been paid by Landlord on funds
borrowed for the purpose of constructing or acquiring such item, but in either
case not more than the maximum rate permitted by law at the time such item is
constructed or acquired.  No particular item of expense shall be included in the
calculation of Operating Expenses more than once.

          Operating Expenses shall not include the following:  (i) depreciation
on the Building or equipment or systems therein; (ii) debt service; (iii) rental
under any ground or underlying lease; (iv) interest (except as expressly
provided in this Paragraph 7.a.); (v) Tax Expenses (as defined in Paragraph 7.b.
below); (vi) attorneys' fees and expenses incurred in connection with lease
negotiations or lease disputes with former, current or prospective Building
tenants; (vii) the cost (including any amortization thereof) of any improvements
or alterations which would be properly classified as capital expenditures
according to generally accepted property management practices (except to the
extent expressly included in Operating


                                          8
<PAGE>

Expenses pursuant to this Paragraph 7.a.); (viii) the cost of decorating,
improving for tenant occupancy, painting or redecorating portions of the
Building to be demised to tenants; (ix) executive salaries; (x) advertising;
(xi) real estate broker's or other leasing commissions; (xii) all direct costs
of refinancing, selling or exchanging the Real Property, including broker
commissions, attorney's fees and closing costs; or (xiii) overhead and profit
increments paid to subsidiaries or affiliates of Landlord for management or
other services on or to the Building or for supplies or other materials to the
extent that the cost of the services, supplies or materials materially exceed
the amounts normally payable for similar goods and services under similar
circumstances (taking into account the market factors in effect on the date any
relevant contracts were negotiated) in comparable buildings in San Francisco and
Oakland; (xiv) wages, salaries or other compensation paid to any executive
employees of Landlord or of Landlord's agents above the function of director of
property management; (xv) penalties or other costs incurred due to a violation
by Landlord, as determined by written admission, stipulation, final judgment or
arbitration award, of any of the terms and conditions of this Lease or any other
lease relating to the Building except to the extent such costs reflect costs
that would have been incurred by Landlord absent such violation; (xvi) subject
to the provisions of item (4) above, repairs and other work occasioned by fire,
windstorm or other casualty, to the extent Landlord is reimbursed by insurance
proceeds, and other work paid from insurance or condemnation proceeds;
(xvii) costs, penalties or fines arising from Landlord's violation of any
applicable governmental rule or authority except to the extent such costs
reflect costs that  would have been incurred by Landlord absent such violation;
(xviii) Landlord's general corporate office overhead and administrative expenses
(which shall not be deemed to include a management fee); (xix) rentals and other
related expenses incurred in leasing air conditioning systems, elevators or
other equipment ordinarily considered to be of a capital nature (except
equipment that is not affixed to the Building and is used in providing
janitorial services, and except to the extent such costs would otherwise be
includable pursuant to items (16) and (17) as set forth in the immediately
preceding paragraph); (xx) costs directly and solely attributable to the garage
in the Building, including, without limitation, payroll for clerks, attendants,
book-keeping, parking, insurance premiums, parking management fees, parking
tickets, janitorial services, striping and painting of surfaces (provided,
however, that the cost of providing utilities to the garage shall be included in
Operating Expenses); (xxi) any expense for which Landlord is actually directly
reimbursed by a tenant or other party; or (xxii) the cost of services made
available at no special cost to any tenant in the Building but not to Tenant. 

               b.   TAX EXPENSES.  Tenant shall pay to Landlord as Additional
Rent under this Lease, at the times hereinafter set forth, Tenant's Share, as
specified in Paragraph 2.e. above, of any increase in Tax Expenses (as defined
below) incurred by Landlord in each calendar year, over Tax Expenses incurred by
Landlord during the Base Tax Year.  Notwithstanding the foregoing, if any
reassessment, reduction or recalculation of any item included in Tax Expenses
during the term results in a reduction of Tax Expenses, then for purposes of
calculating Tenant's Share of increases in Tax Expenses from and after the
calendar year in which such adjustment occurs, Tax Expenses for the Base Tax
Year shall be adjusted to reflect such reduction.

          The term "Tax Expenses" shall mean all taxes, assessments (whether
general or special), excises, transit charges, housing fund assessments or other
housing charges, improvement districts, levies or fees, ordinary or
extraordinary, unforeseen as well as foreseen, of any kind, which are assessed,
levied, charged, confirmed or imposed on the Real Property, on Landlord with
respect to the Real Property, on the act of entering into leases of space in the
Real Property, on the use or occupancy of the Real Property or any part thereof,
with respect to services or utilities consumed in the use, occupancy or
operation of the Real Property, on any improvements, fixtures and equipment and
other personal property of Landlord located in the Real Property and used in
connection with the operation of the Real Property, or on or measured by the
rent payable under this Lease or in connection with the business of renting
space in the Real Property, including, without limitation, any gross income tax
or excise tax levied with respect to the receipt of such rent, by the United
States of America, the State of California, the City of Oakland, the County of
Alameda, any political subdivision, public corporation, district or other
political or public entity or public authority, and shall also include any other
tax, fee or other excise, however described, which may be levied or assessed in
lieu of, as a substitute (in whole or in part) for, or as an addition to, any
other Tax Expense.  Tax Expenses shall include reasonable attorneys' fees, costs
and disbursements incurred in connection with proceedings to contest, determine
or reduce Tax Expenses.  If it shall not be lawful for Tenant to reimburse
Landlord for any increase in Tax Expenses as defined herein, the Monthly Rent
payable to Landlord prior to the imposition of such increases in Tax Expenses
shall be increased to net Landlord the same net Monthly Rent after imposition of
such increases in Tax Expenses as would have been received by Landlord prior to
the imposition of such increaes in Tax Expenses.  

          Tax Expenses shall not include income, franchise, transfer,
inheritance or capital stock taxes, unless, due to a change in the method of
taxation, any of such taxes is levied or assessed against Landlord in lieu of,
as a substitute (in whole or in part) for, or as an addition to, any other
charge which would otherwise constitute a Tax Expense. 

               c.   ADJUSTMENT FOR OCCUPANCY FACTOR.  Notwithstanding any other
provision herein to the contrary, in the event the Building is not fully
occupied during any calendar year during the term after the Base Year, an
adjustment shall be made by Landlord in computing Operating Expenses for such
year so


                                          9
<PAGE>

that the Operating Expenses shall be computed for such year as though the
Building had been fully occupied during such year.  In addition, if any
particular work or service includable in Operating Expenses is not furnished to
a tenant who has  undertaken to perform such work or service itself, Operating
Expenses shall be deemed to be increased by an amount equal to the additional
Operating Expenses which would have been incurred if Landlord had furnished such
work or service to such tenant.  The parties agree that statements in this Lease
to the effect that Landlord is to perform certain of its obligations hereunder
at its own or sole cost and expense shall not be interpreted as excluding any
cost from Operating Expenses or Tax Expenses if such cost is an Operating
Expense or Tax Expense pursuant to the terms of this Lease.  

               d.   INTENTION REGARDING EXPENSE PASS-THROUGH.  It is the
intention of Landlord and Tenant that the Monthly Rent paid to Landlord
throughout the term of this Lease shall be absolutely net of all increases,
respectively, in Tax Expenses and Operating Expenses over, respectively, Tax
Expenses for the Base Tax Year and Operating Expenses for the Base Year, and the
foregoing provisions of this Paragraph 7 are intended to so provide.  

               e.   NOTICE AND PAYMENT.  On or before the first day of each
calendar year during the term hereof, or as soon as practicable thereafter,
Landlord shall give to Tenant notice of Landlord's estimate of the Additional
Rent, if any, payable by Tenant pursuant to Paragraphs 7.a. and 7.b. for such
calendar year.  On or before the first day of each month during each such
calendar year, Tenant shall pay to Landlord one-twelfth (1/12th) of the
estimated Additional Rent; provided, however, that if Landlord's notice is not
given prior to the first day of any calendar year Tenant shall continue to pay
Additional Rent on the basis of the prior year's estimate until the month after
Landlord's notice is given.  If at any time it appears to Landlord that the
Additional Rent payable under Paragraphs 7.a. and/or 7.b. will vary from
Landlord's estimate by more than five percent (5%), Landlord may, by written
notice to Tenant, revise its estimate for such year, and subsequent payments by
Tenant for such year shall be based upon the revised estimate.  On the first
monthly payment date after any new estimate is delivered to Tenant, Tenant shall
also pay any accrued cost increases, based on such new estimate.

               f.   ANNUAL ACCOUNTING.  Within ninety (90) days after the close
of each calendar year, or as soon after such ninety (90) day period as
practicable, Landlord shall deliver to Tenant a statement of the Additional Rent
payable under Paragraphs 7.a. and 7.b. for such year.  The statement shall be
based on the results of an audit of the operations of the Building prepared for
the applicable year by a nationally recognized certified public accounting firm
selected by Landlord.  Upon Tenant's request, Landlord shall promptly deliver to
Tenant a copy of the auditor's statement on which Landlord's annual statement is
based and such other information regarding the annual statement as may be
reasonably required by Tenant to ascertain Landlord's compliance with this
Paragraph 7. Landlord's annual statement shall be final and binding upon
Landlord and Tenant unless either party, within thirty (30) days after Tenant's
receipt thereof, shall contest any item therein by giving written notice to the
other, specifying each item contested and the reason therefor. Notwithstanding
the foregoing, the Tax Expenses included in such annual statement may be
modified by any subsequent adjustment or retroactive application of Tax Expenses
affecting the calculation of such Tax Expenses. If the annual statement shows
that Tenant's payments of Additional Rent for such calendar year pursuant to
Paragraph 7.e. above exceeded Tenant's obligations for the calendar year,
Landlord shall at its option either (1) credit the excess to the next succeeding
installments of estimated Additional Rent or (2) pay the excess to Tenant within
thirty (30) days after delivery of such statement.  If the annual statement
shows that Tenant's payments of Additional Rent for such calendar year pursuant
to Paragraph 7.e. above were less than Tenant's obligation for the calendar
year, Tenant shall pay the deficiency to Landlord within thirty (30) days after
delivery of such statement.

               g.   PRORATION FOR PARTIAL LEASE YEAR.  If this Lease commences
on a day other than the first day of a calendar year or terminates on a day
other than the last day of a calendar year, the Additional Rent payable by
Tenant pursuant to this Paragraph 7 applicable to such partial calendar year
shall be prorated on the basis that the number of days of such partial calendar
year bears to three hundred sixty-five (365). 

               h.   EARLY OCCUPANCY.  Notwithstanding anything to the contrary
in Paragraph 2.e. above, if, at Tenant's request, Landlord permits Tenant to
occupy the 16th Floor Increment or the 18th Floor Increment prior to the 18th
Floor Commencement Date (as defined in Paragraph 3.b. above), then commencing on
the date of such occupancy, Tenant's Share of Operating Expenses and Tax
Expenses shall increase to include the percentage specified for such space in
Paragraph 2.e. above.

          8.   USE OF PREMISES; COMPLIANCE WITH LAW.  

               a.  USE OF PREMISES.  The Premises shall be used solely for
general office purposes for the business of Tenant as described in Paragraph
2.g. above and for no other use or purpose.   

          Tenant shall not do or suffer or permit anything to be done in or
about the Premises or the Real Property, nor bring or keep anything therein,
which would in any way subject Landlord, Landlord's agents or the holder of any
Superior Interest (as defined in Paragraph 21) to any liability, increase the
premium rate of


                                          10
<PAGE>

or affect any fire, casualty, liability, rent or other insurance relating to the
Real Property or any of the contents of the Building, or cause a cancellation
of, or give rise to any defense by the insurer to any claim under, or conflict
with, any policies for such insurance.  If any act or omission of Tenant results
in any such increase in premium rates, Tenant shall pay to Landlord upon demand
the amount of such increase.  Tenant shall not do or suffer or permit anything
to be done in or about the Premises or the Real Property which will in any way
obstruct or interfere with the rights of other tenants or occupants of the
Building or injure or annoy them, or use or suffer or permit the Premises to be
used for any unlawful or other purpose not in keeping with the nature and image
of the Building as a first-class, downtown office building complex, nor shall
Tenant cause, maintain, suffer or permit any nuisance in, on or about the
Premises or the Real Property.  Without limiting the foregoing, no loudspeakers
or other similar device which can be heard outside the Premises shall, without
the prior written approval of Landlord, be used in or about the Premises. 
Tenant shall not commit or suffer to be committed any waste in, to or about the
Premises.

          Tenant agrees not to employ any person, entity or contractor for any
work in the Premises (including moving Tenant's equipment and furnishings in,
out or around the Premises) whose presence may give rise to a labor or other
disturbance in the Building and, if necessary to prevent such a disturbance in a
particular situation, Landlord may require Tenant to employ union labor for the
work.

               b.   COMPLIANCE WITH LAW.  Tenant shall not do or permit anything
to be done in or about the Premises which will in any way conflict with any
Legal Requirement (as defined in Paragraph 7.a.(16) above) now in force or which
may hereafter be enacted.  Tenant, at its sole cost and expense, shall promptly
comply with all such present and future Legal Requirements relating to the
condition, use or occupancy of the Premises, and shall perform all work to the
Premises or other portions of the Real Property required to effect such
compliance (or, at Landlord's election, Landlord may perform such work at
Tenant's cost).  Notwithstanding the foregoing, however, Tenant shall not be
required to perform any structural changes to the Premises or other portions of
the Real Property unless such changes are related to or affected or triggered by
(i) Tenant's Alterations (as defined in Paragraph 9 below), (ii) Tenant's
particular use of the Premises (as opposed to Tenant's use of the Premises for
general office purposes in a normal and customary manner), (iii) Tenant's
particular employees or employment practices, or (iv) the construction of
initial improvements to the Premises, if any.  The judgment of any court of
competent jurisdiction or the admission of Tenant in an action against Tenant,
whether or not Landlord is a party thereto, that Tenant has violated any Legal
Requirement shall be conclusive of that fact as between Landlord and Tenant. 
Tenant shall immediately furnish Landlord with any notices received from any
insurance company or governmental agency or inspection bureau regarding any
unsafe or unlawful conditions within the Premises or the violation of any Legal
Requirement.

               c.   HAZARDOUS MATERIALS.  Tenant shall not cause or permit the
storage, use, generation, release, handling or disposal (collectively,
"Handling") of any Hazardous Materials (as defined below), in, on, or about the
Premises or the Real Property by Tenant or any agents, employees, contractors,
licensees, subtenants, customers, guests or invitees of Tenant (collectively
with Tenant, "Tenant Parties"), except that Tenant shall be permitted to use
normal quantities of office supplies or products (such as copier fluids or
cleaning supplies) customarily used in the conduct of general business office
activities ("Common Office Chemicals"), provided that the Handling of such
Common Office Chemicals shall comply at all times with all Legal Requirements,
including Hazardous Materials Laws (as defined below).  Notwithstanding anything
to the contrary contained herein, however, in no event shall Tenant permit any
usage of Common Office Chemicals in a manner that may cause the Premises or the
Real Property to be contaminated by any Hazardous Materials or in violation of
any Hazardous Materials Laws.  Tenant shall immediately advise Landlord in
writing of (a) any and all enforcement, cleanup, remedial, removal, or other
governmental or regulatory actions instituted, completed, or threatened pursuant
to any Hazardous Materials Laws relating to any Hazardous Materials affecting
the Premises; and (b) all claims made or threatened by any third party against
Tenant, Landlord, the Premises or the Real Property relating to damage,
contribution, cost recovery, compensation, loss, or injury resulting from any
Hazardous Materials on or about the Premises.  Without Landlord's prior written
consent, Tenant shall not take any remedial action or enter into any agreements
or settlements in response to the presence of any Hazardous Materials in, on, or
about the Premises.  Tenant shall be solely responsible for and shall indemnify,
defend and hold Landlord and all other Indemnitees (as defined in Paragraph
14.b. below), harmless from and against all Claims (as defind in Paragraph 14.b.
below), arising out of or in connection with, or otherwise relating to (i) any
Handling of Hazardous Materials by any Tenant Party or Tenant's breach of its
obligations hereunder, or (ii) any removal, cleanup, or restoration work and
materials necessary to return the Real Property or any other property of
whatever nature located on the Real Property to their condition existing prior
to such Handling of Hazardous Materials.  Tenant's obligations under this
paragraph shall survive the expiration or other termination of this Lease.  For
purposes of this Lease, "Hazardous Materials" means any explosive, radioactive
materials, hazardous wastes, or hazardous substances, including without
limitation asbestos containing materials, PCB's, CFC's, or substances defined as
"hazardous substances" in the Comprehensive Environmental Response, Compensation
and Liability Act of 1980, as amended, 42 U.S.C. Section 9601-9657; the
Hazardous Materials Transportation Act of 1975, 49 U.S.C. Section 1801-1812; the
Resource Conservation and Recovery Act of 1976, 42 U.S.C. Section 6901-6987; or
any other Legal Requirement regulating,


                                          11
<PAGE>

relating to, or imposing liability or standards of conduct concerning any such
materials or substances now or at any time hereafter in effect (collectively,
"Hazardous Materials Laws").

               d.   APPLICABILITY OF PARAGRAPH.  The provisions of this
Paragraph 8 are for the benefit of Landlord, the holder of any Superior Interest
(as defined in Paragraph 21 below), and the other Indemnitees only and are not
nor shall they be construed to be for the benefit of any tenant or occupant of
the Building.  

          9.   ALTERATIONS AND RESTORATION.

               a.   Tenant shall not make or permit to be made any alterations,
modifications, additions, decorations or improvements to the Premises, or any
other work whatsoever that would directly or indirectly involve the penetration
or removal (whether permanent or temporary) of, or require access through, in,
under, or above any floor, wall or ceiling, or surface or covering thereof in
the Premises (collectively, "Alterations"), except as expressly provided in this
Paragraph 9.  If Tenant desires any Alteration, Tenant must obtain Landlord's
prior written approval of such Alteration.

          All Alterations shall be made at Tenant's sole cost and expense
(including the expense of complying with all present and future Legal
Requirements, including those regarding asbestos, if applicable, and any other
work required to be performed in other areas within or outside the Premises by
reason of the Alterations).  Landlord may elect to cause its contractor to
perform the Alterations, in which case Landlord's contractor shall be entitled
to receive a fee for such work of fifteen percent (15%) of the first $100,000 of
the construction costs of such work, and the fee for any construction costs over
such amount shall be as negotiated by Tenant and Landlord.  If Landlord does not
perform the work pursuant to the above, Tenant shall pay Landlord on demand
prior to or during the course of such construction an amount (the "Alteration
Operations Fee") equal to five percent (5%) of the total cost of the Alteration
(and for purposes of calculating the Alteration Operations Fee, such cost shall
include architectural and engineering fees, but shall not include permit fees)
as compensation to Landlord for electrical energy consumed in connection with
the work, freight elevator operation, additional cleaning expenses, additional
security services, and for other miscellaneous costs incurred by Landlord as
result of the work.

          All such work shall be performed diligently and in a first-class
workmanlike manner and in accordance with plans and specifications approved by
Landlord, and shall comply with all Legal Requirements and Landlord's
construction procedures and requirements for the Building (including Landlord's
requirements relating to insurance and contractor qualifications).  In no event
shall Tenant employ any person, entity or contractor to perform work in the
Premises whose presence may give rise to a labor or other disturbance in the
Building.  Default by Tenant in the payment of any sums agreed to be paid by
Tenant for or in connection with an Alteration (regardless of whether such
agreement is pursuant to this Paragraph 9 or separate instrument) shall entitle
Landlord to all the same remedies as for non-payment of rent hereunder.  Any
Alterations, including, without limitation, moveable partitions that are affixed
to the Premises (but excluding moveable, free standing partitions) and all
carpeting, shall at once become part of the Building and the property of
Landlord.  Tenant shall give Landlord not less than five (5) days prior written
notice of the date the construction of the Alteration is to commence.  Landlord
may post and record an appropriate notice of nonresponsibility with respect to
any Alteration and Tenant shall maintain any such notices posted by Landlord in
or on the Premises.

               b.   At Landlord's sole election any or all Alterations made for
or by Tenant shall be removed by Tenant from the Premises at the expiration or
sooner termination of this Lease and the Premises shall be restored by Tenant to
their condition prior to the making of the Alterations, ordinary wear and tear
excepted.  If Tenant desires permission to leave a specific Alteration in the
Premises at the expiration or earlier termination of the Lease, Tenant shall
request such permission from Landlord in writing at the time Tenant requests
approval for such Alteration and Landlord shall advise Tenant in writing at the
time of Landlord's approval of the subject Alteration whether Landlord will
require the removal of the Alteration at the expiration or earlier termination
of this Lease.  The removal of Alterations and the restoration of the Premises
shall be performed by a general contractor selected by Tenant and approved by
Landlord, in which event Tenant shall pay the general contractor's fees and
costs in connection with such work.  Any separate work letter or other agreement
which is hereafter entered into between Landlord and Tenant pertaining to
Alterations shall be deemed to automatically incorporate the terms of this Lease
without the necessity for further reference thereto.

          10.  REPAIR.

               a.   Except as specifically provided in this Lease, Tenant agrees
that the Premises are in good condition and repair.  Tenant, at Tenant's sole
cost and expense, shall keep the Premises and every part thereof (including the
interior walls and ceilings of the Premises, those portions of the Building
systems located within and exclusively serving the Premises, and improvements
and Alterations) in good condition and repair; provided that Tenant shall not be
responsible for repairs to the extent such repairs are (i) necessitated because
of fire, earthquake, act of God or the elements, (ii) necessitated by the
negligence or


                                          12
<PAGE>

willful misconduct of Landlord or Landlord's agents, employees or contractors,
or (iii) Landlord's obligation pursuant to Paragraph 10.b. below.  It is
specifically understood and agreed that, except as specifically set forth in
this Lease, Landlord has no obligation and has made no promises to alter,
remodel, improve, repair, decorate or paint the Premises or any part thereof,
and that no representations respecting the condition of the Premises or the
Building have been made by Landlord to Tenant.  Tenant hereby waives the
provisions of California Civil Code Sections 1932(1), 1941 and 1942 and of any
similar Legal Requirement new or hereafter in effect.

               b.   Repairs to the Premises due to item (i) described in
Paragraph 10.a. above shall be governed by Paragraph 26 below.  Landlord shall
repair the Premises if they are damaged due to item (ii) described in Paragraph
10.a. above.  Further, (1) Landlord shall, at Landlord's sole cost and expense,
repair Punch List items in accordance with Paragraph 4.b. above, (2) Landlord
shall, at Landlord's sole cost and expense, repair any latent defect in the
construction of the Tenant Improvements (but not design defects) that exists in
the Premises as of the date Tenant takes possession of the Premises and is of a
nature which would not normally be discoverable by Tenant in the exercise of
reasonable diligence in inspecting the Premises at the commencement of the term
of this Lease, provided Tenant gives prompt notice of such matter to Landlord
promptly upon discovery and no later than ninety (90) days after the
Commencement Date, and (3) Landlord shall repair and maintain in good condition
and repair the structural portions of the Building and all Building systems,
including plumbing, air conditioning, heating, electrical, life safety and other
systems installed or furnished by Landlord (other than the portions of those
systems that are Tenant's responsibility to maintain and repair pursuant to
Paragraph 10.a. above), but excluding (i) non-Building standard lighting and
electrical wiring and (ii) extraordinary quantities of electrical, plumbing,
HVAC or other Building facilities or distribution thereof; provided, however,
that to the extent repairs which Landlord is required to make pursuant to this
item (2) are necessitated by the negligence or deliberate misconduct of Tenant
or Tenant's agents, employees or contractors, then Tenant shall reimburse
Landlord for the cost of such repair to the extent Landlord is not reimbursed
therefor by insurance.  Landlord shall in no event be obligated to repair any
wear and tear to the Premises. 

          11.  ABANDONMENT.  Tenant shall not abandon the Premises or any
substantial part thereof at any time during the term hereof.  Upon the
expiration or earlier termination of this Lease, or if Tenant abandons or
surrenders all or any substantial part of the Premises or is dispossessed of the
Premises by process of law, or otherwise, any movable furniture, equipment,
trade fixtures, or other personal property belonging to Tenant and left on the
Premises shall at the option of Landlord be deemed to be abandoned and, whether
or not the property is deemed abandoned, Landlord shall have the right to remove
such property from the Premises and charge Tenant for the removal and any
restoration of the Premises as provided in Paragraph 9.  Landlord may charge
Tenant for the storage of Tenant's property left on the Premises at such rates
as Landlord may from time to time reasonably determine, or, Landlord may, at its
option, store Tenant's property in a public warehouse at Tenant's expense. 
Notwithstanding the foregoing, neither the provisions of this Paragraph 11 nor
any other provision of this Lease shall impose upon Landlord any obligation to
care for or preserve any of Tenant's property left upon the Premises, and Tenant
hereby waives and releases Landlord from any claim or liability in connection
with the removal of such property from the Premises and the storage thereof and
specifically waives the provisions of California Civil Code Section 1542 with
respect to such release.  Landlord's action or inaction with regard to the
provisions of this Paragraph 11 shall not be construed as a waiver of Landlord's
right to require Tenant to remove its property, restore any damage to the
Premises and the Building caused by such removal, and make any restoration
required pursuant to Paragraph 9 above.  Tenant's mere vacancy of the Premises
during the term hereof shall not constitute an Event of Default (as defined in
Paragraph 25.a.) so long as Tenant continues to pay Monthly Rent, Additional
Rent and all other sums due Landlord under this Lease, mintains the insurance
coverage required pursuant to Paragraph 15 of this Lease and Tenant otherwise
continues to perform its obligations under this Lease, and so long as Tenant
provides Landlord with written notice of an alternate address for notices to
Tenant under this Lease (other than the Premises) if such vacancy exceeds sixty
(60) consecutive days. 

          12.  LIENS.  Tenant shall not permit any mechanic's, materialman's or
other liens arising out of work performed at the Premises by or on behalf of
Tenant to be filed against the fee of the Real Property nor against Tenant's
interest in the Premises.  Landlord shall have the right to post and keep posted
on the Premises any notices which it deems necessary for protection from such
liens.  If any such liens are filed, Landlord may, upon ten (10) days' written
notice to Tenant, without waiving its rights based on such breach by Tenant and
without releasing Tenant from any obligations hereunder, pay and satisfy the
same and in such event the sums so paid by Landlord shall be due and payable by
Tenant immediately without notice or demand, with interest from the date paid by
Landlord through the date Tenant pays Landlord, at the Interest Rate.  Tenant
agrees to indemnify, defend and hold Landlord and the other Indemnitees (as
defined in Paragraph 14.b. below) harmless from and against any Claims (as
defined in Paragraph 14.b. below) for mechanics', materialmen's or other liens
in connection with any Alterations, repairs or any work performed, materials
furnished or obligations incurred by or for Tenant.


                                          13
<PAGE>

          13.  ASSIGNMENT AND SUBLETTING.

               a.   LANDLORD'S CONSENT.  Landlord's and Tenant's agreement with
regard to Tenant's right to transfer all or part of its interest in the Premises
is as expressly set forth in this Paragraph 13.  Tenant agrees that, except upon
Landlord's prior written consent, which consent shall not (subject to Landlord's
rights under Paragraph 13.d. below) be unreasonably withheld, neither this Lease
nor all or any part of the leasehold interest created hereby shall, directly or
indirectly, voluntarily or involuntarily, by operation of law or otherwise, be
assigned, mortgaged, pledged, encumbered or otherwise transferred by Tenant or
Tenant's legal representatives or successors in interest (collectively an
"assignment") and neither the Premises nor any part thereof shall be sublet or
be used or occupied for any purpose by anyone other than Tenant (collectively, a
"sublease").  Any assignment or subletting without Landlord's prior written
consent shall, at Landlord's option, be void and shall constitute an Event of
Default entitling Landlord to terminate this Lease and to exercise all other
remedies available to Landlord under this Lease and at law. 

          The parties hereto agree and acknowledge that, among other
circumstances for which Landlord may reasonably withhold its consent to an
assignment or sublease, it shall be reasonable for Landlord to withhold its
consent where:  (i) the assignment or subletting would increase the operating
costs for the Building or the burden on the Building services, or generate
additional foot traffic, elevator usage or security concerns in the Building, or
create an increased probability of the comfort and/or safety of Landlord and
other tenants in the Building being compromised or reduced, (ii) the space will
be used for a school or training facility, an entertainment, sports or
recreation facility, retail sales to the public (unless Tenant's permitted use
is retail sales), a personnel or employment agency, an office or facility of any
governmental or quasi-governmental agency or authority, a place of public
assembly (including without limitation a meeting center, theater or public
forum), any use by or affiliation with a foreign government (including without
limitation an embassy or consulate or similar office), or a facility for the
provision of social, welfare or clinical health services or sleeping
accommodations (whether temporary, daytime or overnight); (iii) the proposed
assignee or subtenant is a prospective tenant of the Building (and Landlord is
in written correspondence to them regarding space available) or the proposed
assignee or subtenant is a current tenant of the Building; (iv) Landlord
disapproves of the proposed assignee's or subtenant's reputation or
creditworthiness; (v) Landlord determines that the character of the business
that would be conducted by the proposed assignee or subtenant at the Premises,
or the manner of conducting such business, would be inconsistent with the
character of the Building as a first-class office building; (vi) the proposed
assignee or subtenant is an entity or related to an entity with whom Landlord or
any affiliate of Landlord has had adverse dealings; (vii) the assignment or
subletting may conflict with any exclusive uses granted to other tenants of the
Real Property, or with the terms of any easement, covenant, condition or
restriction, or other agreement affecting the Real Property; (viii) the
assignment or subletting would involve a change in use from that expressly
permitted under this Lease; or (ix) Landlord determines that the proposed
assignee may be unable to perform all of Tenant's obligations under this Lease
or the proposed subtenant may be unable to perform all of its obligations under
the proposed sublease.  Landlord's foregoing rights and options shall continue
throughout the entire term of this Lease.   

          For purposes of this Paragraph 13, the following events shall be
deemed an assignment or sublease, as appropriate:  (i) the issuance of equity
interests (whether stock, partnership interests or otherwise) in Tenant or any
subtenant or assignee, or any entity controlling any of them, to any person or
group of related persons, in a single transaction or a series of related or
unrelated transactions, such that, following such issuance, such person or group
shall have Control (as defined below) of Tenant or any subtenant or assignee;
(ii) a transfer of Control of Tenant or any subtenant or assignee, or any entity
controlling any of them, in a single transaction or a series of related or
unrelated transactions (including, without limitation, by consolidation, merger,
acquisition or reorganization), except that the transfer of outstanding capital
stock or other listed equity interests by persons or parties other than
"insiders" within the meaning of the Securities Exchange Act of 1934, as
amended, through the "over-the-counter" market or any recognized national or
international securities exchange, shall not be included in determining whether
Control has been transferred; (iii) a reduction of Tenant's assets to the point
that this Lease is substantially Tenant's only asset; (iv) a change or
conversion in the form of entity of Tenant, any subtenant or assignee, or any
entity controlling any of them, which has the effect of limiting the liability
of any of the partners, members or other owners of such entity; or (v) the
agreement by a third party to assume, take over, or reimburse Tenant for, any or
all of Tenant's obligations under this Lease, in order to induce Tenant to lease
space with such third party.  "Control" shall mean direct or indirect ownership
of 50% or more of all of the voting stock of a corporation or 50% or more of the
legal or equitable interest in any other business entity, or the power to direct
the operations of any entity (by equity ownership, contract or otherwise).

          If this Lease is assigned, whether or not in violation of the terms of
this Lease, Landlord may collect rent from the assignee.  If the Premises or any
part thereof is sublet, Landlord may, upon an Event of Default by Tenant
hereunder, collect rent from the subtenant.  In either event, Landlord shall
apply the amount collected from the assignee or subtenant to Tenant's monetary
obligations hereunder.

          The consent by Landlord to an assignment or subletting hereunder shall
not relieve Tenant or any assignee or subtenant from obtaining Landlord's
express prior written consent to any other or further


                                          14
<PAGE>

assignment or subletting.  Neither an assignment or subletting nor the
collection of rent by Landlord from any person other than Tenant, nor the
application of any such rent as provided in this Paragraph 13.a. shall be deemed
a waiver of any of the provisions of this Paragraph 13.a. or release Tenant from
its obligation to comply with the provisions of this Lease and Tenant shall
remain fully and primarily liable for all of Tenant's obligations under this
Lease.  If Landlord approves of an assignment or subletting hereunder and this
Lease contains any renewal options, expansion options, rights of first refusal,
rights of first negotiation or any other rights or options pertaining to
additional space in the Building, such rights and/or options shall not run to
the subtenant or assignee, it being agreed by the parties hereto that any such
rights and options are personal to the Tenant originally named herein and may
not be transferred.

               b.   PROCESSING EXPENSES.  Tenant shall pay to Landlord, as
Landlord's cost of processing each proposed assignment or subletting, an amount
equal to the sum of (i) Landlord's reasonable attorneys' and other professional
fees, plus (ii) the sum of $750.00 for the cost of Landlord's administrative,
accounting and clerical time (collectively, "Processing Costs"), and the amount
of all direct and indirect costs and expenses incurred by Landlord arising from
the assignee or sublessee taking occupancy of the subject space (including,
without limitation, costs of freight elevator operation for moving of
furnishings and trade fixtures, security service, janitorial and cleaning
service, and rubbish removal service).  Notwithstanding anything to the contrary
herein, Landlord shall not be required to process any request for Landlord's
consent to an assignment or subletting until Tenant has paid to Landlord the
amount of Landlord's estimate of the Processing Costs and all other direct and
indirect costs and expenses of Landlord and its agents arising from the assignee
or subtenant taking occupancy.

          c.  CONSIDERATION TO LANDLORD.  In the event of any assignment or
sublease, whether or not requiring Landlord's consent, Landlord shall be
entitled to receive, as additional rent hereunder, seventy-five percent (75%) of
the value of any Consideration, as defined below, paid or given for the
assignment or sublease; except that Tenant may recapture, on an amortized basis
over the term of the sublease or assignment, any brokerage commissions paid by
Tenant in connection with the subletting or assignment (not to exceed
commissions typically paid in the market at the time of such subletting or
assignment) and any improvement allowance paid by Tenant to the subtenant or
assignee (collectively the "Assignment or Subletting Costs"), provided that, as
a condition to Tenant recapturing the Assignment or Subletting Costs, Tenant
shall provide to Landlord, within ninety (90) days of Landlord's execution of
Landlord's consent to the assignment or subletting, a detailed accounting of the
Assignment or Subletting Costs and supporting documents, such as receipts and
construction invoices.  To effect the foregoing, Tenant shall deduct from the
monthly amounts received by Tenant from the subtenant or assignee as rent or
consideration (i) the Monthly Rent and Additional Rent payable by Tenant to
Landlord for the subject space and (ii) the incremental amount, on an amortized
basis, of the Assignment or Subletting Costs, and seventy-five percent (75%) of
the then remaining sum shall be paid promptly to Landlord.  Upon Landlord's
request, Tenant shall assign to Landlord all amounts to be paid to Tenant by any
such subtenant or assignee and that belong to Landlord and shall direct such
subtenant or assignee to pay the same directly to Landlord.  If there is more
than one sublease under this Lease, the amounts (if any) to be paid by Tenant to
Landlord pursuant to the preceding sentence shall be separately calculated for
each sublease and amounts due Landlord with regard to any one sublease may not
be offset against rental and other consideration pertaining to or due under any
other sublease.

          For the purpose of this Paragraph 13.c., "Consideration" shall be all
consideration actually paid or given (whether in monetary or nonmonetary form)
for the assignment or sublease, including, without limitation, (A) payment for
leasehold improvements, (B) in the case of an assignment, any "Leasehold
Profit," as defined below, and (C) in the case of a sublease, the excess of the
amount of rent and other consideration paid or given for the sublet space by the
subtenant over the amount of Monthly Rent under Paragraph 5 above and Additional
Rent under Paragraph 7 above attributable to the sublet space for the
corresponding month.  "Leasehold Profit" shall be the value allocated to the
leasehold between the parties to the assignment, but in no event less than the
excess of the present value of the fair market rent of the Premises for the
remaining term of this Lease after such assignment, over the present value of
the Monthly Rent payable hereunder for such remaining term, as reasonably
determined by Landlord. Nothing in the definition of "Leasehold Profit" shall be
construed to expand the definition of "Consideration" to include more than the
total consideration actually paid or given (whether in monetary or nonmonetary
form) in the assignment transaction in question.

               d.   PROCEDURES.  If Tenant desires to assign this Lease or any
interest therein or sublet all or part of the Premises, Tenant shall give
Landlord written notice thereof and the terms proposed (the "Sublease Notice"),
which Sublease Notice, in the case of a proposed sublease, shall designate the
space proposed to be sublet.  Landlord shall have the prior right and option (to
be exercised by written notice to Tenant given within thirty (30) days after
receipt of Tenant's notice) (i) to sublet from Tenant any portion of the
Premises proposed by Tenant to be sublet, for the term for which such portion is
proposed to be sublet, but at the lesser of the proposed sublease rent or the
same rent (including Additional Rent as provided for in Paragraph 7 above) as
Tenant is required to pay to Landlord under this Lease for the same space,
computed on a pro rata square footage basis, and during the term of such
sublease Tenant shall be released of its obligations under this Lease with
regard to the subject space, (ii) to terminate this Lease as it pertains to the


                                          15
<PAGE>

portion of the Premises so proposed by Tenant to be sublet, or (iii) to approve
Tenant's proposal to sublet conditional upon Landlord's subsequent written
approval of the specific sublease obtained by Tenant and the specific subtenant
named therein.  If Landlord exercises its option in (i) above, then Landlord
may, at Landlord's sole cost, construct improvements in the subject space and,
so long as the improvements are suitable for general office purposes, neither
Landlord nor Tenant shall be obligated to restore the subject space to its
original condition following the termination of the sublease.  If Landlord
exercises its option described in (iii) above, then Tenant shall have three (3)
months thereafter to submit to Landlord, for Landlord's written approval,
Tenant's proposed sublease agreement (in which the proposed subtenant shall be
named, and which agreement shall otherwise meet the requirements of Paragraph
13.e. below), together with a current financial statement of suchproposed
subtenant and any other information reasonably requested by Landlord.  If Tenant
fails to submit the specific sublease and other required information within such
time, or if the terms of the specific sublease submitted by Tenant vary from the
terms set forth in the Sublease Notice approved by Landlord pursuant to (iii)
above, then Tenant shall be required to submit a new Sublease Notice for
Landlord's evaluation pursuant to the procedures set forth in this paragraph. 
If Landlord fails to exercise any such option to sublet or to terminate, this
shall not be construed as or constitute a waiver of any of the provisions of
Paragraphs 13.a., b., c. or d. herein.  If Landlord exercises any option to
sublet or to terminate, any costs of demising the portion of the Premises
affected by such subleasing or termination shall be borne by Tenant.  In
addition, Landlord shall have no liability for any real estate brokerage
commission(s) or with respect to any of the costs and expenses that Tenant may
have incurred in connection with its proposed subletting, and Tenant agrees to
indemnify, defend and hold Landlord and all other Indemnitees harmless from and
against any and all Claims (as defined in Paragraph 14.b. below), including,
without limitation, claims for commissions, arising from such proposed
subletting.  Landlord's foregoing rights and options shall continue throughout
the entire term of this Lease.  For purposes of this Paragraph 13.d., a proposed
assignment of this Lease in whole or in part shall be deemed a proposed
subletting of such space. 

               e.   DOCUMENTATION.  No permitted assignment or subletting by
Tenant shall be effective until there has been delivered to Landlord a fully
executed counterpart of the assignment or sublease which expressly provides that
(i) the assignee or subtenant may not further assign or sublet the assigned or
sublet space without Landlord's prior written consent (which, in the case of a
further assignment proposed by an assignee, shall not be unreasonably withheld,
subject to Landlord's rights under the provisions of this Paragraph 13), (ii)
the assignee or subtenant will comply with all of the provisions of this Lease,
and Landlord may enforce the Lease provisions directly against such assignee or
subtenant, (iii) in the case of an assignment, the assignee assumes all of
Tenant's obligations under this Lease arising on or after the date of the
assignment, and (iv) in the case of a sublease, the subtenant agrees to be and
remain jointly and severally liable with Tenant for the payment of rent
pertaining to the sublet space in the amount set forth in the sublease, and for
the performance of all of the terms and provisions of this Lease.  In addition
to the foregoing, no sublease by Tenant shall be effective until there has been
delivered to Landlord a fully executed counterpart of Landlord's consent to
sublease form.  The failure or refusal of a subtenant or assignee to execute any
such instrument shall not release or discharge the subtenant or assignee from
its liability as set forth above.  Notwithstanding the foregoing, however, no
subtenant or assignee shall be permitted to occupy the Premises unless and until
such subtenant or assignee provides Landlord with certificates evidencing that
such subtenant or assignee is carrying all insurance coverage required of such
subtenant or assignee under this Lease.

               f.   NO MERGER.  Without limiting any of the provisions of this
Paragraph 13, if Tenant has entered into any subleases of any portion of the
Premises, the voluntary or other surrender of this Lease by Tenant, or a mutual
cancellation by Landlord and Tenant, shall not work a merger, and shall, at the
option of Landlord, terminate all or any existing subleases or subtenancies or,
at the option of Landlord, operate as an assignment to Landlord of any or all
such subleases or subtenancies.  If Landlord does elect that such surrender or
cancellation operate as an assignment of such subleases or subtenancies, 
Landlord shall in no way be liable for any previous act or omission by Tenant
under the subleases or for the return of any deposit(s) under the subleases that
have not been actually delivered to Landlord, nor shall Landlord be bound by any
sublease modification(s) executed without Landlord's consent or for any advance
rental payment by the subtenant in excess of one month's rent.

          14.  INDEMNIFICATION OF LANDLORD.

               a.   Landlord and the holders of any Superior Interests (as
defined in Paragraph 21 below) shall not be liable to Tenant and Tenant hereby
waives all claims against such parties for any loss, injury or other damage to
person or property in or about the Premises or the Real Property from any cause
whatsoever, including without limitation, water leakage of any character from
the roof, walls, basement, fire sprinklers, appliances, air conditioning,
plumbing or other portion of the Premises or the Real Property, or gas, fire,
explosion, falling plaster, steam, electricity, or any malfunction within the
Premises or the Real Property, or acts of other tenants of the Building;
provided, however, that the foregoing waiver shall be inapplicable to any loss,
injury or damage to the extent it results from Landlord's gross negligence or
willful misconduct.  Tenant acknowledges that from time to time throughout the
term of this Lease, construction work may be performed in and about the Building
and the Real Property by Landlord, contractors of


                                          16
<PAGE>

Landlord, or other tenants or their contractors, and that such construction work
may result in noise and disruption to Tenant's business.  In addition to and
without limiting the foregoing waiver or any other provision of this Lease,
Tenant agrees that Landlord shall not be liable for, and Tenant expressly waives
and releases Landlord and the other Indemnitees (as defined in Paragraph 14.b.
below) from any Claims (as defined in Paragraph 14.b. below), including without
limitation, any and all consequential damages or interruption or loss of
business, income or profits, or claims of constructive eviction, arising or
alleged to be arising as a result of any such construction activity.

               b.   Tenant shall hold Landlord and the holders of any Superior
Interest, and the constituent shareholders, partners or other owners thereof,
and all of their agents, contractors, servants, officers, directors, employees
and licensees (collectively with Landlord, the "Indemnitees") harmless from and
indemnify the Indemnitees against any and all claims, liabilities, damages,
costs and expenses, including reasonable attorneys' fees and costs incurred in
defending against the same (collectively, "Claims"), to the extent arising from
(a) the acts or omissions of Tenant or any other Tenant Parties (as defined in
Paragraph 8.c. above) in, on or about the Real Property, or (b) any construction
or other work undertaken by or on behalf of Tenant in, on or about the Premises,
whether prior to or during the term of this Lease, or (c) any breach or Event of
Default under this Lease by Tenant, or (d) any accident, injury or damage,
howsoever and by whomsoever caused, to any person or property, occurring in, on
or about the Premises; except to the extent such Claims are caused by the
negligence or willful misconduct of Landlord or its authorized representatives. 
In case any action or proceeding be brought against any of the Indemnitees by
reason of any such Claim, Tenant, upon notice from Landlord, covenants to resist
and defend at Tenant's sole expense such action or proceeding by counsel
reasonably satisfactory to Landlord.  The provisions of this Paragraph 14.b.
shall survive the expiration or earlier termination of this Lease with respect
to any injury, illness, death or damage occurring prior to such expiration or
termination.

          15.  INSURANCE.

               a.   TENANT'S INSURANCE.  Tenant shall, at Tenant's expense,
maintain during the term of this Lease (and, if Tenant occupies or conducts
activities in or about the Premises prior to or after the term hereof, then also
during such pre-term or post-term period):  (i) commercial general liability
insurance including contractual liability coverage, with minimum coverages of
$1,000,000 per occurrence combined single limit for bodily injury and property
damage, $1,000,000 for products-completed operations coverage, $100,000 fire
legal liability, $1,000,000 for personal and advertising injury (which coverage
shall not be subject to the contractual liability exclusion), with a $2,000,000
general aggregate limit, for injuries to, or illness or death of, persons and
damage to property occurring in or about the Premises or otherwise resulting
from Tenant's operations in the Building, (ii) property insurance protecting
Tenant against loss or damage by fire and such other risks as are insurable
under then-available standard forms of "all risk" insurance policies (excluding
earthquake and flood but including water damage), covering Tenant's personal
property and trade fixtures in or about the Premises or the Real Property, and
any improvements and/or Alterations in the Premises, for the full replacement
value thereof without deduction for depreciation; (iii) workers' compensation
insurance in statutory limits; (iv) at least three months' coverage for loss of
business income and continuing expenses, providing protection against any peril
included within the classification "all risk," excluding earthquake and flood
but including water damage; and (v) if Tenant operates owned, leased or
non-owned vehicles on the Real Property, comprehensive automobile liability
insurance with a minimum coverage of $1,000,000 per occurrence, combined single
limit.  The above described policies shall protect Tenant, as named insured, and
Landlord and all the other Indemnitees and any other parties designated by
Landlord, as additional insureds;  shall specifically include all liability
assumed by Tenant under this Lease (provided, however, that such contractual
liability coverage shall not limit or be deemed to satisfy Tenant's indemnity
obligations under this Lease); and, if subject to deductibles, shall provide for
deductible amounts not in excess of those approved in advance in writing by
Landlord in its sole discretion.  Landlord reserves the right to increase the
foregoing amount of liability coverage from time to time as Landlord determines
is required to adequately protect Landlord and the other parties designated by
Landlord from the matters insured thereby (provided, however, that Landlord
makes no representation that the limits of liability required hereunder from
time to time shall be adequate to protect Tenant), provided, however, such
increased amounts shall not materially exceed the greater of (a) those amounts
normally required for comparable buildings in the Oakland City Center or (b)
those amounts required to provide Landlord with the same relative protection as
the amounts set forth above as of the date of this Lease.  Landlord further
reserves the right to require that Tenant cause any of its contractors, vendors,
movers or other parties conducting activities in or about or occupying the
Premises to obtain and maintain insurance as determined by Landlord and as to
which Landlord and such other parties designated by Landlord shall be additional
insureds.

               b.   POLICY FORM.  Each insurance policy required pursuant to
Paragraph 15.a. above shall be issued by an insurance company licensed in the
State of California and with a general policyholders' rating of "A" or better
and a financial size ranking of "Class VIII" or higher in the most recent
edition of Best's Insurance Guide.  Each insurance policy, other than Tenant's
workers' compensation insurance, shall (i) provide that it may not be materially
changed, cancelled or allowed to lapse unless thirty (30) days' prior written
notice to Landlord and any other insureds designated by Landlord is first given,
(ii) provide that no


                                          17
<PAGE>

act or omission of Tenant shall affect or limit the obligations of the insurer
with respect to any other insured, (iii) include all waiver of subrogation
rights endorsements necessary to effect the provisions of Paragraph 16 below,
and (iv) provide that the policy and the coverage provided shall be primary,
that Landlord, although an additional insured, shall nevertheless be entitled to
recovery under such policy for any damage to Landlord or the other Indemnitees
by reason of acts or omissions of Tenant, and that any coverage carried by
Landlord shall be noncontributory with respect to policies carried by Tenant. 
Each such insurance policy or a certificate thereof shall be delivered to
Landlord by Tenant on or before the effective date of such policy and thereafter
Tenant shall deliver to Landlord renewal policies or certificates at least
thirty (30) days prior to the expiration dates of expiring policies.  If Tenant
fails to procure such insurance or to deliver such policies or certificates,
Landlord may, at its option, procure the same for Tenant's account, and the cost
thereof shall be paid to Landlord by Tenant upon demand.  Landlord may at any
time, and from time to time, upon not less than five (5) days prior written
notice to Tenant, inspect and/or copy any and all insurance policies required by
this Lease, provided that Landlord shall not exercise this inspection right more
frequently than once a year unless Tenant's polices or coverage have changed or
unless Landlord has a reasonable belief that Tenant's coverage is not fully
compliant with the requirements of this Lease.

               c.   Nothing in this Paragraph 15 shall be construed as creating
or implying the existence of (i) any ownership by Tenant of any fixtures,
additions, Alterations, or improvements in or to the Premises or (ii) any right
on Tenant's part to make any addition, Alteration or improvement in or to the
Premises.

          16.  MUTUAL WAIVER OF SUBROGATION RIGHTS.  Each party hereto hereby
releases the other respective party and, in the case of Tenant as the releasing
party, the other Indemnitees, and the respective partners, shareholders, agents,
employees, officers, directors and authorized representatives of such released
party, from any claims such releasing party may have for damage to the Building,
the Premises or any of such releasing party's fixtures, personal property,
improvements and alterations in or about the Premises, the Building or the Real
Property that is caused by or results from risks insured against under any fire
and extended coverage insurance policies actually carried by such releasing
party or deemed to be carried by such releasing party; provided, however, that
such waiver shall be limited to the extent of the net insurance proceeds payable
by the relevant insurance company with respect to such loss or damage (or in the
case of deemed coverage, the net proceeds that would have been payable).  For
purposes of this Paragraph 16, Tenant shall be deemed to be carrying any of the
insurance policies required pursuant to Paragraph 15 but not actually carried by
Tenant, and Landlord shall be deemed to carry standard fire and extended
coverage policies on the Real Property.  Each party hereto shall cause each such
fire and extended coverage insurance policy obtained by it to provide that the
insurance company waives all rights of recovery by way of subrogation against
the other respective party and the other released parties in connection with any
matter covered by such policy.

          17.  UTILITIES.

               a.   BASIC SERVICES.  Landlord shall furnish the following
utilities and services ("Basic Services") for the Premises:  (i) during the
hours of 8 A.M. to 6 P.M. ("Business Hours") Monday through Friday (except
public holidays) ("Business Days"), electricity for Building standard lighting
and power suitable for the use of the Premises for ordinary general office
purposes, (ii) during Business Hours on Business Days, heat and air conditioning
required in Landlord's judgment for the comfortable use and occupancy of the
Premises for ordinary general office purposes, (iii) unheated water for the
restroom(s) and drinking fountain(s) in the public areas serving the Premises,
(iv) elevator service to the floor(s) of the Premises by nonattended automatic
elevators for general office pedestrian usage, and (v) on Business Days,
janitorial services  as required to maintain the Premises in a clean and orderly
condition consistent with other first-class office buildings in downtown
Oakland; and (vi) window washing at least two (2) times a year.  Notwithstanding
the foregoing, however, Tenant may use water, heat, air conditioning, electric
current, elevator and janitorial service in excess of that provided in Basic
Services ("Excess Services," which shall include without limitation any power
usage other than through existing standard 110-volt AC outlets; electricity
and/or water consumed by Tenant in connection with any dedicated or supplemental
heating, ventilating and/or air conditioning, computer power, telecommunications
and/or other special units or systems of Tenant; chilled, heated or condenser
water; or water used for any purpose other than ordinary drinking and lavatory
purposes), provided that the Excess Services desired by Tenant are reasonably
available to Landlord and to the Premises (it being understood that in no event
shall Landlord be obligated to make available to the Premises more than the pro
rata share of the capacity of any Excess Service available to the Building or
the applicable floor of the Building, as the case may be), and provided further
that Tenant complies with the procedures established by Landlord from time to
time for requesting and paying for such Excess Services and with all other
provisions of this Paragraph 17.  Landlord reserves the right to install in the
Premises or the Real Property electric current and/or water meters (including,
without limitation, any additional wiring, conduit or panel required therefor)
to measure the electric current or water consumed by Tenant or to cause the
usage to be measured by other reasonable methods (e.g. by temporary "check"
meters or by survey).


                                          18
<PAGE>

               b.   PAYMENT FOR UTILITIES AND SERVICES.  The cost of Basic
Services shall be included in Operating Expenses.  In addition, Tenant shall pay
to Landlord within ten (10) days after receipt of Landlord's bill therefor
(provided that for the purposes of this sentence Tenant shall be deemed to have
received Landlord's bill on the date on which there is a refusal to accept
delivery at the address which Tenant has given Landlord for billing or on the
date on which attempted delivery fails because the address designated by Tenant
for such billing to Tenant is incorrect) (i) the cost, at Landlord's prevailing
rate, of any Excess Services used by Tenant, (ii) the cost of installing,
operating, maintaining or repairing any meter or other device used to measure
Tenant's consumption of utilities, (iii) the cost of installing, operating,
maintaining or repairing any Temperature Balance Equipment (as defined in
Paragraph 17.c. below) for the Premises and/or any equipment required in
connection with any Excess Services requested by Tenant, and (iv) any cost
otherwise incurred by Landlord in keeping account of or determining any Excess
Services used by Tenant.  Landlord's failure to bill Tenant for any of the
foregoing shall not waive Landlord's right to bill Tenant for the same at a
later time.

               c.   TEMPERATURE BALANCE.  If the temperature otherwise
maintained in any portion of the Premises by the heating, air conditioning or
ventilation system is affected as a result of (i) the type or quantity of any
lights, machines or equipment (including without limitation typical office
equipment) used by Tenant in the Premises, (ii) the occupancy of such portion of
the Premises by more than one person per two hundred (200) square feet of
rentable area therein, (iii) an electrical load for lighting or power in excess
of the limits specified in Paragraph 17.d. below, or (iv) any rearrangement of
partitioning or other improvements, then at Tenant's sole cost, Landlord may
install any equipment, or modify any existing equipment (including the standard
air conditioning equipment) Landlord deems necessary to restore the temperature
balance (such new equipment or modifications to existing equipment termed herein
"Temperature Balance Equipment").  Tenant agrees to keep closed, when necessary,
draperies which, because of the sun's position, must be closed to provide for
the efficient operation of the air conditioning system, and Tenant agrees to
cooperate with Landlord and to abide by the regulations and requirements which
Landlord may prescribe for the proper functioning and protection of the heating,
ventilating and air conditioning system.  Landlord makes no representation to
Tenant regarding the adequacy or fitness of the heating, air conditioning or
ventilation equipment in the Building to maintain temperatures that may be
required for, or because of, any computer or communications rooms, machine
rooms, conference rooms or other areas of high concentration of personnel or
electrical usage, or any other uses other than or in excess of the fractional
horsepower normally required for office equipment, and Landlord shall have no
liability for loss or damage suffered by Tenant or others in connection
therewith.

               d.   UTILITY CONNECTIONS.  Tenant shall not connect or use any
apparatus or device in the Premises (i) using current in excess of 110 volts, or
(ii) which would cause Tenant's electrical demand load to exceed 1.0 watts per
rentable square foot for overhead lighting or 2.0 watts per rentable square foot
for convenience outlets, or (iii) which would exceed the capacity of the
existing panel or transformer serving the Premises.  Tenant shall not connect
with electric current (except through existing outlets in the Premises or such
additional outlets as may be installed in the Premises as part of initial
improvements or Alterations approved by Landlord), or water pipes, any apparatus
or device for the purpose of using electrical current or water.

          Landlord will not permit additional coring of the floor of the
Premises in order to install new electric outlets in the Premises unless
Landlord is satisfied, on the basis of such information to be supplied by Tenant
at Tenant's expense, that coring of the floor in order to install such
additional outlets will not weaken the structure of the floor.

               e.   INTERRUPTION OF SERVICES.  Landlord's obligation to provide
utilities and services for the Premises are subject to the Rules and Regulations
of the Building, applicable Legal Requirements (including the rules or actions
of the public utility company furnishing the utility or service), and shutdowns
for maintenance and repairs, for security purposes, or due to strikes, lockouts,
labor disputes, fire or other casualty, acts of God, or other causes beyond the
control of Landlord.  In the event of an interruption in, or failure or
inability to provide any service or utility for the Premises for any reason,
such interruption, failure or inability shall not constitute an eviction of
Tenant, constructive or otherwise, or impose upon Landlord any liability
whatsoever, including, but not limited to, liability for consequential damages
or loss of business by Tenant.  Notwithstanding the foregoing, if any
interruption in, or failure or inability to provide any of the services or
utilities described in Paragraph 17.a. is (i) within Landlord's reasonable
control and continues for fifteen (15) or more consecutive days, or (ii) outside
Landlord's reasonable control and continues for sixty (60) or more consecutive
days, and Tenant is unable to and does not use a material portion of the
Premises for Tenant's business purposes as a result thereof, then Tenant shall
be entitled to an abatement of Monthly Rent under Paragraph 5 hereof and
Additional Rent under Paragraph 7 hereof, which abatement shall be based on the
extent of Tenant's inability to use the Premises.  Tenant hereby waives the
provisions of California Civil Code Section 1932(1) or any other applicable
existing or future Legal Requirement permitting the termination of this Lease
due to such interruption, failure or inability.

               f.   GOVERNMENTAL CONTROLS.  In the event any governmental
authority having jurisdiction over the Real Property or the Building promulgates
or revises any Legal Requirement or


                                          19
<PAGE>

building, fire or other code or imposes mandatory or voluntary controls or
guidelines on Landlord or the Real Property or the Building relating to the use
or conservation of energy or utilities or the reduction of automobile or other
emissions (collectively "Controls") or in the event Landlord is required or
elects to make alterations to the Real Property or the Building in order to
comply with such mandatory or voluntary Controls, Landlord may, in its sole
discretion, comply with such Controls or make such alterations to the Real
Property or the Building related thereto.  Such compliance and the making of
such alterations shall not constitute an eviction of Tenant, constructive or
otherwise, or impose upon Landlord any liability whatsoever, including, but not
limited to, liability for consequential damages or loss of business by Tenant.

          18.  PERSONAL PROPERTY AND OTHER TAXES.  Tenant shall pay, at least
ten (10) days before delinquency, any and all taxes, fees, charges or other
governmental impositions levied or assessed against Landlord or Tenant (a) upon
Tenant's equipment, furniture, fixtures, improvements and other personal
property (including carpeting installed by Tenant) located in the Premises, (b)
by virtue of any Alterations made by Tenant to the Premises, and (c) upon this
transaction or any document to which Tenant is a party creating or transferring
an interest or an estate in the Premises.  If any such fee, charge or other
governmental imposition is paid by Landlord, Tenant shall reimburse Landlord for
Landlord's payment within thirty (30) days of Landlord's demand.

          19.  RULES AND REGULATIONS.  Tenant shall comply with the rules and
regulations set forth on EXHIBIT B attached hereto, as such rules and
regulations may be modified or amended by Landlord from time to time (the "Rules
and Regulations"), provided such amendments or modifications shall be reasonable
and non-discriminatory.  Landlord shall not be responsible to Tenant for the
nonperformance or noncompliance by any other tenant or occupant of the Building
of or with any of the Rules and Regulations, but Landlord shall use reasonable
efforts to encourage such compliance.

          20.  SURRENDER; HOLDING OVER.

               a.   SURRENDER.  Upon the expiration or other termination of this
Lease, Tenant shall surrender the Premises to Landlord vacant and broom-clean,
with all improvements and Alterations (except as provided below) in their
original condition, except for reasonable wear and tear, damage from casualty or
condemnation and any changes resulting from approved Alterations; provided,
however, that prior to the expiration or termination of this Lease Tenant shall
remove from the Premises any Alterations that Tenant is required by Landlord to
remove under the provisions of this Lease, and all of Tenant's personal property
and trade fixtures, and, at Landlord's sole election, any other improvements,
whether installed by Landlord or Tenant, that are of a type or quantity that
would not be installed by or for a typical tenant using space for general office
purposes, or are otherwise nonstandard.  If such removal is not completed at the
expiration or other termination of this Lease, Landlord may remove the same at
Tenant's expense.  Any damage to the Premises or the Building caused by such
removal shall be repaired promptly by Tenant (including the patching or
repairing of ceilings and walls) or, if Tenant fails to do so, Landlord may do
so at Tenant's expense.  The removal of Alterations from the Premises shall be
governed by Paragraph 9 above.  Tenant's obligations under this paragraph shall
survive the expiration or other termination of this Lease.  Upon expiration or
termination of this Lease or of Tenant's possession, Tenant shall surrender all
keys to the Premises or any other part of the Building and shall make known to
Landlord the combination of locks on all safes, cabinets and vaults that may be
located in the Premises.  

               b.   HOLDING OVER.  If Tenant remains in possession of the
Premises after the expiration or earlier termination of this Lease with the
express written consent of Landlord, Tenant's occupancy shall be a
month-to-month tenancy at a rent agreed upon by Landlord and Tenant, but in no
event less than the greater of (i) one hundred fifty percent (150%) of the
Monthly Rent and Additional Rent payable under this Lease during the last full
month prior to the date of the expiration of this Lease or (ii) the then fair
market rental (as reasonably determined by Landlord) for the Premises.  Except
as provided in the preceding sentence, the month-to-month tenancy shall be on
the terms and conditions of this Lease, except that any renewal options,
expansion options, rights of first refusal, rights of first negotiation or any
other rights or options pertaining to additional space in the Building contained
in this Lease shall be deemed to have terminated and shall be inapplicable
thereto.  Landlord's acceptance of rent after such holding over with Landlord's
written consent shall not result in any other tenancy or in a renewal of the
original term of this Lease.  If Tenant remains in possession of the Premises
after the expiration or earlier termination of this Lease without Landlord's
consent, Tenant's continued possession shall be on the basis of a tenancy at
sufferance and Tenant shall pay as Monthly Rent during the holdover period an
amount equal to the greater of (i) one hundred fifty percent (150%) of the fair
market rental (as reasonably determined by Landlord) for the Premises or (ii)
two hundred percent (200%) of the Monthly Rent and Additional Rent payable under
this Lease for the last full month prior to the date of such expiration or
termination.  

               c.   INDEMNIFICATION.  Tenant shall indemnify, defend and hold
Landlord harmless from and against all Claims incurred by or asserted against
Landlord and arising directly or indirectly from Tenant's failure to timely
surrender the Premises, including but not limited to (i) any rent payable by or
any loss, cost, or damages, including lost profits, claimed by any prospective
tenant of the Premises or any portion thereof, and (ii) Landlord's damages as a
result of such prospective tenant rescinding or refusing to


                                          20
<PAGE>

enter into the prospective lease of the Premises or any portion thereof by
reason of such failure to timely surrender the Premises.

          21.  SUBORDINATION AND ATTORNMENT.

               a.  This Lease is expressly made subject and subordinate to any
mortgage, deed of trust, ground lease, underlying lease or like encumbrance
affecting any part of the Real Property or any interest of Landlord therein
which is now existing or hereafter executed or recorded, any present or future
modification, amendment or supplement to any of the foregoing, and to any
advances made thereunder (any of the foregoing being a "Superior Interest")
without the necessity of any further documentation evidencing such
subordination.  Notwithstanding the foregoing, Tenant shall, within ten (10)
days after Landlord's request, execute and deliver to Landlord a document
evidencing the subordination of this Lease to a particular Superior Interest. 
If the interest of Landlord in the Real Property or the Building is transferred
to any person ("Purchaser") pursuant to or in lieu of proceedings for
enforcement of any Superior Interest, Tenant shall immediately and automatically
attorn to the Purchaser, and this Lease shall continue in full force and effect
as a direct lease between the Purchaser and Tenant on the terms and conditions
set forth herein.

               b.  At Tenant's written request, Landlord shall request that the
holder of any then existing Superior Interest execute a written "non-disturbance
agreement" in favor of Tenant providing that if Tenant is not in default under
this Lease beyond any applicable grace period, such party will recognize this
Lease and Tenant's rights hereunder and will not disturb Tenant's possession
hereunder, and if this Lease is by operation of law terminated in a foreclosure,
that a new lease will be entered into on the same terms as this Lease for the
remaining term hereof; provided that if, in order to obtain such non-disturbance
agreement Landlord is required to expend any sum, Landlord shall so notify
Tenant and Tenant may elect to pay such sum or to withdraw Tenant's request for
such non-disturbance agreement.  In no event shall Landlord be required to
expend any sums in connection therewith.  The failure of any such holder of a
Superior Interest to execute and deliver such a non-disturbance agreement upon
Landlord's request shall not constitute a default hereunder by Landlord, it
being understood that Landlord's sole obligation is to request in good faith the
execution and delivery of such agreement.

          22.  FINANCING CONDITION.  If any lender or ground lessor that intends
to acquire an interest in, or holds a mortgage, ground lease or deed of trust
encumbering any portion of the Real Property should require either the execution
by Tenant of an agreement requiring Tenant to send such lender written notice of
any default by Landlord under this Lease, giving such lender the right to cure
such default until such lender has completed foreclosure, and preventing Tenant
from terminating this Lease unless such default remains uncured after
foreclosure has been completed, and/or any modification of the agreements,
covenants, conditions or provisions of this Lease, then Tenant agrees that it
shall, within ten (10) days after Landlord's request, execute and deliver such
agreement and modify this Lease as required by such lender or ground lessor;
provided, however, that no such modification shall affect the length of the term
or increase the rent payable by Tenant under Paragraphs 5 and 7 or otherwise
materially increase Tenant's obligations or diminish Tenants rights under this
Lease.  Tenant acknowledges and agrees that if Tenant fails to execute any such
agreement required by such lender or ground lessor within the period described
above, and thereafter Tenant does not deliver such executed document within ten
(10) days of written notice from Landlord of such failure, such failure may
cause Landlord serious financial damage by causing the failure of a financing
transaction and giving Landlord all of its rights and remedies under Paragraph
25 below, including its right to damages caused by the loss of such financing,
to the extent Landlord proves such loss was caused thereby.

          23.  ENTRY BY LANDLORD.  Landlord may, at any and all reasonable
times, and upon reasonable advance notice (provided that no advance notice need
be given if an emergency necessitates an immediate entry or prior to entry to
provide routine janitorial services), enter the Premises to (a) inspect the same
and to determine whether Tenant is in compliance with its obligations hereunder,
(b) supply janitorial and any other service Landlord is required to provide
hereunder, (c) show the Premises to prospective lenders, purchasers or tenants,
(d) post notices of nonresponsibility, and (e) alter, improve or repair the
Premises or any other portion of the Real Property.  In connection with any such
alteration, improvement or repair, Landlord may erect in the Premises or
elsewhere in the Real Property scaffolding and other structures reasonably
required for the work to be performed.  In no event shall such entry or work
entitle Tenant to an abatement of rent, constitute an eviction of Tenant,
constructive or otherwise, or impose upon Landlord any liability whatsoever,
including but not limited to liability for consequential damages or loss of
business or profits by Tenant; provided, however, that Landlord shall use good
faith efforts to cause all such work to be done in such a manner as to cause as
little interference to Tenant as reasonably possible without incurring
additional expense.  Landlord shall at all times retain a key with which to
unlock all of the doors in the Premises, except Tenant's vaults and safes.  If
an emergency necessitates immediate access to the Premises, Landlord may use
whatever force is necessary to enter the Premises and any such entry to the
Premises shall not constitute a forcible or unlawful entry into the Premises, a
detainer of the Premises, or an eviction of Tenant from the Premises, or any
portion thereof.


                                          21
<PAGE>

          24.  INSOLVENCY OR BANKRUPTCY.  The occurrence of any of the following
shall constitute an Event of Default under Paragraph 25 below:

               1.   Tenant ceases doing business as a going concern, makes an
assignment for the benefit of creditors, is adjudicated an insolvent, files a
petition (or files an answer admitting the material allegations of such
petition) seeking for Tenant any reorganization, arrangement, composition,
readjustment, liquidation, dissolution or similar arrangement under any state or
federal bankruptcy or other law, or Tenant consents to or acquiesces in the
appointment, pursuant to any state or federal bankruptcy or other law, of a
trustee, receiver or liquidator for the Premises, for Tenant or for all or any
substantial part of Tenant's assets; or

               2.   Tenant fails within ninety (90) days after the commencement
of any proceedings against Tenant seeking reorganization, arrangement,
composition, readjustment, liquidation, dissolution or similar relief under any
state or federal bankruptcy or other Legal Requirement, to have such proceedings
dismissed, or Tenant fails, within ninety (90) days after an appointment
pursuant to any state or federal bankruptcy or other Legal Requirement without
Tenant's consent or acquiescence, of any trustee, receiver or liquidator for the
Premises, for Tenant or for all or any substantial part of Tenant's assets, to
have such appointment vacated; or

               3.   Tenant is unable, or admits in writing its inability, to pay
its debts as they mature; or

               4.   Tenant gives notice to any governmental body of its
insolvency or pending insolvency, or of its suspension or pending suspension of
operations.

          In no event shall this Lease be assigned or assignable by reason of
any voluntary or involuntary bankruptcy, insolvency or reorganization
proceedings, nor shall any rights or privileges hereunder be an asset of Tenant,
the trustee, debtor-in-possession, or the debtor's estate in any bankruptcy,
insolvency or reorganization proceedings.

          25.  DEFAULT AND REMEDIES.

               a.   EVENTS OF DEFAULT.  The occurrence of any of the following
shall constitute an "Event of Default" by Tenant:

                    1.  Tenant fails to pay when due Monthly Rent, Additional
Rent  or any other rent due hereunder (provided that the first two (2)
occurrences of such a delinquency in any twenty-four (24)-month period shall be
an Event of Default only if Tenant fails to cure such delinquency within three
(3) business days of written notice from Landlord thereof); or

                    2.   Tenant abandons the Premises or Tenant vacates the
Premises for more than sixty (60) consecutive days without providing Landlord
with written notice of an alternate address for notices to Tenant under this
Lease (other than the Premises); or

                    3.   Tenant fails to deliver any estoppel certificate
pursuant to Paragraph 29 below, subordination agreement pursuant to Paragraph 21
above, or document required pursuant to Paragraph 22 above, within the
applicable period set forth therein; or

                    4.   Tenant violates the bankruptcy and insolvency
provisions of Paragraph 24 above; or

                    5.   Tenant makes or has made or furnishes or has furnished
any warranty, representation or statement to Landlord in connection with this
Lease, or any other agreement made by Tenant for the benefit of Landlord, which
is or was false or misleading in any material respect when made or furnished; or

                    6.   Tenant assigns this Lease or subleases any portion of
the Premises in violation of Paragraph 13 above; or

                    7.   A default by Tenant occurs under any other lease
between Tenant and Landlord or any affiliate of Landlord, and Tenant fails to
cure such default within the applicable period set forth therein; or

                    8.   Tenant fails to comply with any other provision of this
Lease in the manner and within the time required, or, with respect to matters
which do not violate any Legal Requirement, pose a health, safety or security
risk, or annoy other tenants, Tenant fails to comply within ten  (10) business 
days after written notice of such failure (or if the noncompliance can be cured
but cannot by its nature be cured


                                          22
<PAGE>

within the 10-business-day period, if Tenant fails to promptly commence to cure
such noncompliance within the 10-business-day period and thereafter diligently
prosecute such cure to completion).

               b.   REMEDIES.  Upon the occurrence of an Event of Default
Landlord shall have the following remedies, which shall not be exclusive but
shall be cumulative and shall be in addition to any other remedies now or
hereafter allowed by law:

                    1.   Landlord may terminate Tenant's right to possession of
the Premises at any time by written notice to Tenant.  Tenant expressly
acknowledges that in the absence of such written notice from Landlord, no other
act of Landlord, including, but not limited to, its re-entry into the Premises,
its efforts to relet the Premises, its reletting of the Premises for Tenant's
account, its storage of Tenant's personal property and trade fixtures, its
acceptance of keys to the Premises from Tenant, its appointment of a receiver,
or its exercise of any other rights and remedies under this Paragraph 25 or
otherwise at law, shall constitute an acceptance of Tenant's surrender of the
Premises or constitute a termination of this Lease or of Tenant's right to
possession of the Premises.

          Upon such termination in writing of Tenant's right to possession of
the Premises, this Lease shall terminate and Landlord shall be entitled to
recover damages from Tenant as provided in California Civil Code Section 1951.2
or any other applicable existing or future Legal Requirement providing for
recovery of damages for such breach, including but not limited to the following:

                         (i)    The reasonable cost of recovering the Premises;
plus

                         (ii)   The reasonable cost of removing Tenant's
Alterations, trade fixtures and improvements; plus

                         (iii)  All unpaid rent due or earned hereunder prior
to the date of termination, less the proceeds of any reletting or any rental
received from subtenants prior to the date of termination applied as provided in
Paragraph 25.b.2. below, together with interest at the Interest Rate, on such
sums from the date such rent is due and payable until the date of the award of
damages; plus

                         (iv)   The amount by which the rent which would be
payable by Tenant hereunder, including Additional Rent under Paragraph 7 above,
as reasonably estimated by Landlord, from the date of termination until the date
of the award of damages, exceeds the amount of such rental loss as Tenant proves
could have been reasonably avoided, together with interest at the Interest Rate
on such sums from the date such rent is due and payable until the date of the
award of damages; plus

                         (v)    The amount by which the rent which would be
payable by Tenant hereunder, including Additional Rent under Paragraph 7 above,
as reasonably estimated by Landlord, for the remainder of the then term, after
the date of the award of damages exceeds the amount such rental loss as Tenant
proves could have been reasonably avoided, discounted at the discount rate
published by the Federal Reserve Bank of San Francisco for member banks at the
time of the award plus one percent (1%); plus

                         (vi)   Such other amounts in addition to or in lieu of
the foregoing as may be permitted from time to time by applicable law, including
without limitation any other amount necessary to compensate Landlord for all the
detriment proximately caused by Tenant's failure to perform its obligations
under this Lease or which in the ordinary course of things would be likely to
result therefrom. 

                    2.   Landlord has the remedy described in California Civil
Code Section 1951.4 (a landlord may continue the lease in effect after the
tenant's breach and abandonment and recover rent as it becomes due, if the
tenant has the right to sublet and assign subject only to reasonable
limitations), and may continue this Lease in full force and effect and may
enforce all of its rights and remedies under this Lease, including, but not
limited to, the right to recover rent as it becomes due.  After the occurrence
of an Event of Default, Landlord may enter the Premises without terminating this
Lease and sublet all or any part of the Premises for Tenant's account to any
person, for such term (which may be a period beyond the remaining term of this
Lease), at such rents and on such other terms and conditions as Landlord deems
advisable.  In the event of any such subletting, rents received by Landlord from
such subletting shall be applied (i) first, to the payment of the costs of
maintaining, preserving, altering and preparing the Premises for subletting, the
other costs of subletting, including but not limited to brokers' commissions,
attorneys' fees and expenses of removal of Tenant's personal property, trade
fixtures and Alterations; (ii) second, to the payment of rent then due and
payable hereunder; (iii) third, to the payment of future rent as the same may
become due and payable hereunder; (iv) fourth, the balance, if any, shall be
paid to Tenant upon (but not before) expiration of the term of this Lease.  If
the rents received by Landlord from such subletting, after application as
provided above, are insufficient in any month to pay the rent due and payable
hereunder for such month, Tenant shall pay such deficiency to Landlord monthly
upon demand.  Notwithstanding any such subletting for Tenant's account without
termination, Landlord may at any time thereafter, by written notice to Tenant,
elect to terminate this Lease by virtue of a previous Event of Default.


                                          23
<PAGE>

          During the continuance of an Event of Default, for so long as Landlord
does not terminate Tenant's right to possession of the Premises and subject to
Paragraph 13, entitled Assignment and Subletting, and the options granted to
Landlord thereunder, Landlord shall not unreasonably withhold its consent to an
assignment or sublease of Tenant's interest in the Premises or in this Lease.

                    3.   During the continuance of an Event of Default, Landlord
may enter the Premises without terminating this Lease and remove all Tenant's
personal property, Alterations and trade fixtures from the Premises and store
them at Tenant's risk and expense.  If Landlord removes such property from the
Premises and stores it at Tenant's risk and expense, and if Tenant fails to pay
the cost of such removal and storage after written demand therefor and/or to pay
any rent then due, then after the property has been stored for a period of
thirty (30) days or more Landlord may sell such property at public or private
sale, in the manner and at such times and places as Landlord deems commercially
reasonable following reasonable notice to Tenant of the time and place of such
sale.  The proceeds of any such sale shall be applied first to the payment of
the expenses for removal and storage of the property, the preparation for and
the conducting of such sale, and for attorneys' fees and other legal expenses
incurred by Landlord in connection therewith, and the balance shall be applied
as provided in Paragraph 25.b.2. above.

          Tenant hereby waives all claims for damages that may be caused by
Landlord's reentering and taking possession of the Premises or removing and
storing Tenant's personal property pursuant to this Paragraph 25, and Tenant
shall indemnify, defend and hold Landlord harmless from and against any and all
Claims resulting from any such act.  No reentry by Landlord shall constitute or
be construed as a forcible entry by Landlord.

                    4.   Landlord may require Tenant to remove any and all
Alterations from the Premises or, if Tenant fails to do so within ten (10) days
after Landlord's request, Landlord may do so at Tenant's expense.

                    5.   Landlord may cure the Event of Default at Tenant's
expense, it being understood that such performance shall not waive or cure the
subject Event of Default.  If Landlord pays any sum or incurs any expense in
curing the Event of Default, Tenant shall reimburse Landlord upon demand for the
amount of such payment or expense with interest at the Interest Rate from the
date the sum is paid or the expense is incurred until Landlord is reimbursed by
Tenant.  Any amount due Landlord under this subsection shall constitute
additional rent hereunder. 

               c.   WAIVER OF REDEMPTION.  Tenant hereby waives, for itself and
all persons claiming by and under Tenant, all rights and privileges which it
might have under any present or future Legal Requirement to redeem the Premises
or to continue this Lease after being dispossessed or ejected from the Premises.

          26.  DAMAGE OR DESTRUCTION.         If all or a part of the Premises
are damaged by fire or other casualty, or if the Building is so damaged that
access to or use and occupancy of the Premises is materially impaired, Landlord
shall promptly give Tenant notice of Landlord's reasonable estimate of the time
required to make such repairs (the "Damage Estimate").  If the Damage Estimate
is one hundred twenty (120) days or less, then Landlord shall repair the damage
and this Lease shall remain in full force and effect.  If the Damage Estimate is
more than one hundred twenty (120) days, Landlord, at its option exercised by
written notice to Tenant within sixty (60) days of the date of the damage, shall
either (a) repair the damage, in which event this Lease shall continue in full
force and effect, or (b) terminate this Lease as of the date specified by
Landlord in the notice, which date shall be not less than thirty (30) days nor
more than sixty (60) days after the date such notice is given, and this Lease
shall terminate on the date specified in the notice.  If the Damage Estimate is
more than one hundred eighty (180) days, and Landlord does not give notice
terminating this Lease, then Tenant may give notice to Landlord, within thirty
(30) calendar days after Tenant receives the Damage Estimate, terminating this
Lease as of the date of such fire or casualty. 

          Notwithstanding anything to the contrary contained in this
Paragraph 26, if the initial Damage Estimate is more than ninety (90) days, and
the date on which Landlord reasonably anticipates the repairs of such damage
will be completed is during the last twelve (12) months of the Lease term,
Landlord and Tenant shall each have the option to terminate this Lease as of the
date of such damage by giving written notice to the other, in the case of
Landlord together with the Damage Estimate, or, in the case of Tenant, within
thirty (30) days of Tenant's receipt of the Damage Estimate.  

          Notwithstanding anything to the contrary in this Paragraph 26, if
damage which would otherwise lead to a right to terminate this Lease results
from the willful misconduct of Landlord or Tenant, the party from whose
misconduct such damage results shall have no right to terminate this Lease.


          If the fire or other casualty damages the Premises or the common areas
of the Real Property necessary for Tenant's use and occupancy of the Premises,
Tenant ceases to use any portion of the Premises as a result of such damage, and
the damage does not result from the negligence or willful misconduct of


                                          24
<PAGE>

Tenant or any other Tenant Parties, then during the period the Premises or
portion thereof are rendered unusable by such damage and repair, Tenant's
Monthly Rent and Additional Rent under Paragraphs 5 and 7 above shall be
proportionately reduced based upon the extent to which the damage and repair
prevents Tenant from conducting, and Tenant does not conduct, its business at
the Premises.  Landlord shall not be obligated to repair or replace any of
Tenant's movable furniture, equipment, trade fixtures, and other personal
property, nor any Alterations installed in the Premises by Tenant, and no damage
to any of the foregoing shall entitle Tenant to any abatement, and Tenant shall,
at Tenant's sole cost and expense, repair and replace such items.  All such
repair and replacement of Alterations shall be constructed in accordance with
Paragraph 9 above regarding Alterations.  

          A total destruction of the Building shall automatically terminate this
Lease.  In no event shall Tenant be entitled to any compensation or damages from
Landlord for loss of use of the whole or any part of the Premises or for any
inconvenience occasioned by any such destruction, rebuilding or restoration of
the Premises, the Building or access thereto, except for the rent abatement
expressly provided above.  Tenant hereby waives California Civil Code Sections
1932(2) and 1933(4), providing for termination of hiring upon destruction of the
thing hired and Sections 1941 and 1942, providing for repairs to and of
premises.

          27.  EMINENT DOMAIN.

               a.   If all or any part of the Premises are taken by any public
or quasi-public authority under the power of eminent domain, or any agreement in
lieu thereof (a "taking"), this Lease shall terminate as to the portion of the
Premises taken effective as of the date of taking.  If only a portion of the
Premises is taken, Landlord or Tenant may terminate this Lease as to the
remainder of the Premises upon written notice to the other party within ninety
(90) days after the taking; provided, however, that Tenant's right to terminate
this Lease is conditioned upon the remaining portion of the Premises being of
such size or configuration that such remaining portion of the Premises is
unusable or uneconomical for Tenant's business.  Landlord shall be entitled to
all compensation, damages, income, rent awards and interest thereon whatsoever
which may be paid or made in connection with any taking and Tenant shall have no
claim against Landlord or any governmental authority for the value of any
unexpired term of this Lease or of any of the improvements or Alterations in the
Premises; provided, however, that the foregoing shall not prohibit Tenant from
prosecuting a separate claim against the taking authority for an amount
separately designated for Tenant's relocation expenses or the interruption of or
damage to Tenant's business or as compensation for Tenant's personal property,
trade fixtures, Alterations or other improvements paid for by Tenant so long as
any award to Tenant will not reduce the award to Landlord.

          In the event of a partial taking of the Premises which does not result
in a termination of this Lease, the Monthly Rent and Additional Rent under
Paragraphs 5 and 7 hereunder shall be equitably reduced.  If all or any part of
the Real Property other than the Premises is taken, Landlord may terminate this
Lease upon written notice to Tenant given within ninety (90) days after the date
of taking.

                    b.   Notwithstanding the foregoing, if all or any portion of
the Premises is taken for a period of time ending prior to the end of the term
of this Lease, this Lease shall remain in full force and effect and Tenant shall
continue to pay all rent and to perform all of its obligations under this Lease;
provided, however, that Tenant shall be entitled to all compensation, damages,
income, rent awards and interest thereon that is paid or made in connection with
such temporary taking of the Premises (or portion thereof), except that any such
compensation in excess of the rent or other amounts payable to Landlord
hereunder shall be promptly paid over to Landlord as received.  Landlord and
Tenant each hereby waive the provisions of California Code of Civil Procedure
Section 1265.130 and any other applicable existing or future Legal Requirement
providing for, or allowing either party to petition the courts of the state in
which the Real Property is located for, a termination of this Lease upon a
partial taking of the Premises and/or the Building.

          28.  LANDLORD'S LIABILITY; SALE OF BUILDING.  The term "Landlord," as
used in this Lease, shall mean only the owner or owners of the Real Property at
the time in question.  Notwithstanding any other provision of this Lease, the
liability of Landlord for its obligations under this Lease is limited solely to
Landlord's interest in the Real Property as the same may from time to time be
encumbered, and no personal liability shall at any time be asserted or
enforceable against any other assets of Landlord or against the constituent
shareholders, partners or other owners of Landlord, or the directors, officers,
employees and agents of Landlord or such constituent shareholder, partner or
other owner, on account of any of Landlord's obligations or actions under this
Lease.  In addition, in the event of any conveyance of title to the Real
Property, then the grantor or transferor shall be relieved of all liability with
respect to Landlord's obligations to be performed under this Lease after the
date of such conveyance.  In no event shall Landlord be deemed to be in default
under this Lease unless Landlord fails to perform its obligations under this
Lease, Tenant delivers to Landlord written notice specifying the nature of
Landlord's alleged default, and Landlord fails to cure such default within
thirty (30) days following receipt of such notice (or, if the default cannot
reasonably be cured within such period, to commence action within such thirty
(30)-day period and proceed diligently thereafter to cure such default).  Upon
any conveyance of title to the Real Property, the grantee or transferee shall be
deemed to have assumed Landlord's obligations to be performed under this Lease
from and after the


                                          25
<PAGE>

date of such conveyance, subject to the limitations on liability set forth above
in this Paragraph 28.  If Tenant provides Landlord with any security for
Tenant's performance of its obligations hereunder, and Landlord transfers such
security to the grantee or transferee of Landlord's interest in the Real
Property, Landlord shall be released from any further responsibility or
liability for such security.  Any claim, defense or other right of Tenant
arising in connection with this Lease shall be barred unless Tenant files an
action or interposes a defense based thereon within one hundred eighty (180)
days after the date of the alleged event on which Tenant is basing its claim,
defense or right.  Notwithstanding any other provision of this Lease, but not in
limitation of the provisions of Paragraph 14.a. above, Landlord shall not be
liable for any consequential damages or interruption or loss of business, income
or profits, or claims of constructive eviction, nor shall Landlord be liable for
loss of or damage to artwork, currency, jewelry, bullion, unique or valuable
documents, securities or other valuables, or for other property not in the
nature of ordinary fixtures, furnishings and equipment used in general
administrative and executive office activities and functions.  Wherever in this
Lease Tenant (a) releases Landlord from any claim or liability, (b) waives or
limits any right of Tenant to assert any claim against Landlord or to seek
recourse against any property of Landlord or (c) agrees to indemnify Landlord
against any matters, the relevant release, waiver, limitation or indemnity shall
run in favor of and apply to Landlord, the constituent shareholders, partners or
other owners of Landlord, and the directors, officers, employees and agents of
Landlord and each such constituent shareholder, partner or other owner.

               29.  ESTOPPEL CERTIFICATES.  At any time and from time to time,
upon not less than ten (10) days' prior notice from Landlord, Tenant shall
execute, acknowledge and deliver to Landlord a statement certifying the
commencement date of this Lease, stating that this Lease is unmodified and in
full force and effect (or if there have been modifications, that this Lease is
in full force and effect as modified and the date and nature of each such
modification), that Landlord is not in default under this Lease (or, if Landlord
is in default, specifying the nature of such default), that Tenant is not in
default under this Lease (or if Tenant is in default, specifying the nature of
such default), the current amounts of and the dates to which the Monthly Rent
and Additional Rent has been paid, and setting forth such other matters as may
be reasonably requested by Landlord.  Any such statement may be conclusively
relied upon by a prospective purchaser of the Real Property or by a lender
obtaining a lien on the Real Property as security.  If Tenant fails to deliver
such statement within the time required hereunder, such failure shall be
conclusive upon Tenant that (i) this Lease is in full force and effect, without
modification except as may be represented by Landlord, (ii) there are no uncured
defaults in Landlord's performance of its obligations hereunder, (iii) not more
than one month's installment of Monthly Rent has been paid in advance, and (iv)
any other statements of fact included by Landlord in such statement are correct.
Tenant acknowledges and agrees that its failure to execute such certificate may
cause Landlord serious financial damage by causing the failure of a sale or
financing transaction and giving Landlord all of its rights and remedies under
Paragraph 25 above, including its right to damages caused by the loss of such
sale or financing.

          30.  RIGHT OF LANDLORD TO PERFORM.  If Tenant fails to make any
payment required hereunder (other than Monthly Rent and Additional Rent) or
fails to perform any other of its obligations hereunder, Landlord may, but shall
not be obliged to, and without waiving any default of Tenant or releasing Tenant
from any obligations to Landlord hereunder, make any such payment or perform any
other such obligation on Tenant's behalf.  All sums so paid by Landlord and all
necessary incidental costs in connection with the performance by Landlord of an
obligation of Tenant (together with interest thereon from the date of such
payment by Landlord until paid at the Interest Rate) shall be payable by Tenant
to Landlord upon demand, and Tenant's failure to make such payment upon demand
shall entitle Landlord to the same rights and remedies provided Landlord in the
event of non-payment of rent, subject to any applicable cure period 
specifically provided hereunder.

          31.  LATE CHARGE.  Tenant acknowledges that late payment of any
installment of Monthly Rent or Additional Rent or any other amount required
under this Lease will cause Landlord to incur costs not contemplated by this
Lease and that the exact amount of such costs would be extremely difficult and
impracticable to fix.  Such costs include, without limitation, processing and
accounting charges, late charges that may be imposed on Landlord by the terms of
any encumbrance or note secured by the Real Property and the loss of the use of
the delinquent funds.  Therefore, if any installment of Monthly Rent or
Additional Rent or any other amount due from Tenant is not received when due,
Tenant shall pay to Landlord on demand, on account of the delinquent payment, an
additional sum equal to the greater of (i) five percent (5%) of the overdue
amount, or (ii) $100.00, which additional sum represents a fair and reasonable
estimate of the costs that Landlord will incur by reason of late payment by
Tenant (provided that such charge shall be imposed with respect to the first two
occurrences of such a delinquency in any twenty-four (24)-month period only if
Tenant fails to cure such delinquency within five (5) days of written notice
from Landlord thereof). Acceptance of any late charge shall not constitute a
waiver of Tenant's default with respect to the overdue amount, nor prevent
Landlord from exercising its right to collect interest as provided above, rent,
or any other damages, or from exercising any of the other rights and remedies
available to Landlord. 

          32.  ATTORNEYS' FEES; WAIVER OF JURY TRIAL.  In the event of any
action or proceeding between Landlord and Tenant (including an action or
proceeding between Landlord and the trustee or debtor in possession while Tenant
is a debtor in a proceeding under any bankruptcy law) to enforce any provision


                                          26
<PAGE>

of this Lease, the losing party shall pay to the prevailing party all costs and
expenses, including, without limitation, reasonable attorneys' fees and
expenses, incurred in such action and in any appeal in connection therewith by
such prevailing party.  The "prevailing party" will be determined by the court
before whom the action was brought based upon an assessment of which party's
major arguments or positions taken in the suit or proceeding could fairly be
said to have prevailed over the other party's major arguments or positions on
major disputed issues in the court's decision.  Notwithstanding the foregoing,
however, Landlord shall be deemed the prevailing party in any unlawful detainer
or other action or proceeding instituted by Landlord based upon any default or
alleged default of Tenant hereunder if (i) judgment is entered in favor of
Landlord, or (ii) prior to trial or judgment Tenant pays all or any portion of
the rent claimed by Landlord, vacates the Premises, or otherwise cures the
default claimed by Landlord.

          If Landlord becomes involved in any litigation or dispute, threatened
or actual, by or against anyone not a party to this Lease, but arising by reason
of or related to any act or omission of Tenant or any Tenant Party, Tenant
agrees to pay Landlord's reasonable attorneys' fees and other costs incurred in
connection with the litigation or dispute, regardless of whether a lawsuit is
actually filed.

          IF ANY ACTION OR PROCEEDING BETWEEN LANDLORD AND TENANT TO ENFORCE THE
PROVISIONS OF THIS LEASE (INCLUDING AN ACTION OR PROCEEDING BETWEEN LANDLORD AND
THE TRUSTEE OR DEBTOR IN POSSESSION WHILE TENANT IS A DEBTOR IN A PROCEEDING
UNDER ANY BANKRUPTCY LAW) PROCEEDS TO TRIAL, LANDLORD AND TENANT HEREBY WAIVE
THEIR RESPECTIVE RIGHTS TO A JURY IN SUCH TRIAL.  Landlord and Tenant agree that
this paragraph constitutes a written consent to waiver of trial by jury within
the meaning of California Code of Civil Procedure Section 631(a)(2), and Tenant
does hereby authorize and empower Landlord to file this paragraph and/or this
Lease, as required, with the clerk or judge of any court of competent
jurisdiction as  a written consent to waiver of jury trial.

          33.  WAIVER. No provisions of this Lease shall be deemed waived by
Landlord or Tenant unless such waiver is in a writing signed by the party giving
such waiver.  The waiver by either party of any breach of any provision of this
Lease by the other party shall not be deemed a waiver of any subsequent breach
of the same or any other provision of this Lease.  No delay or omission in the
exercise of any right or remedy of Landlord upon any default by Tenant, or of
Tenant upon any default of Landlord, shall impair such right or remedy or be
construed as a waiver.  Landlord's acceptance of any payments of rent due under
this Lease shall not be deemed a waiver of any default by Tenant under this
Lease (including Tenant's recurrent failure to timely pay rent) other than
Tenant's nonpayment of the accepted sums, and no endorsement or statement on any
check or accompanying any check or payment shall be deemed an accord and
satisfaction.  Tenant's payment of rent due and Tenant's continuance in
possession shall not constitute a waiver by Tenant of any default of Landlord. 
Landlord's consent to or approval of any act by Tenant requiring Landlord's
consent or approval shall not be deemed to waive or render unnecessary
Landlord's consent to or approval of any subsequent act by Tenant.

          34.  NOTICES.  All notices and demands which may or are required to be
given by either party to the other hereunder shall be in writing.  All notices
and demands by Landlord to Tenant shall be delivered personally or sent by
United States mail, postage prepaid, or by any reputable overnight or same-day
courier, addressed to Tenant at the Premises, or to such other place as Tenant
may from time to time designate by notice to Landlord hereunder.  All notices
and demands by Tenant to Landlord shall be sent by United States mail, postage
prepaid, or by any reputable overnight or same-day courier, addressed to
Landlord in care of Shorenstein Company, L.P., 555 California Street, 49th
floor, San Francisco, California 94104, or to such other place as Landlord may
from time to time designate by notice to Tenant hereunder.  Notices delivered
personally or sent same-day courier will be effective immediately upon delivery
to the addressee at the designated address; notices sent by overnight courier
will be effective one (1) Business Day after acceptance by the service for
delivery; notices sent by mail will be effective two (2) Business Days after
mailing.  In the event Tenant requests multiple notices hereunder, Tenant will
be bound by such notice from the earlier of the effective times of the multiple
notices.

          35.  NOTICE OF SURRENDER.  At least ninety (90) days before the last
day of the term hereof, Tenant shall give to Landlord a written notice of
intention to surrender the Premises on that date, but neither this paragraph nor
any failure by Landlord to protest the lack of such notice by Tenant shall be
construed as an extension of the term or as a consent by Landlord to any holding
over by Tenant.  

          36.  DEFINED TERMS AND MARGINAL HEADINGS.  When required by the
context of this Lease, the singular includes the plural.  If more than one
person or entity signs this Lease as Tenant, the obligations hereunder imposed
upon Tenant shall be joint and several, and the act of, written notice to or
from, refund to, or signature of, any Tenant signatory to this Lease (including
without limitation modifications of this Lease made by fewer than all such
Tenant signatories) shall bind every other Tenant signatory as though every
other Tenant signatory had so acted, or received or given the written notice or
refund, or signed.  The headings and titles to the paragraphs of this Lease are
for convenience only and are not to be used to interpret or construe this Lease.
Wherever the term "including" or "includes" is used in this Lease it shall be
construed as if followed by the phrase "without limitation."  The language in
all parts of this Lease shall in


                                          27
<PAGE>

all cases be construed as a whole and in accordance with its fair meaning and
not construed for or against any party simply because one party was the drafter
thereof.

          37.  TIME AND APPLICABLE LAW.  Time is of the essence of this Lease
and of each and all of its provisions, except as to the conditions relating to
the delivery of possession of the Premises to Tenant.  This Lease shall be
governed by and construed in accordance with the laws of the State of
California, and the venue of any action or proceeding under this Lease shall be
the City and County of San Francisco, California.

          38.  SUCCESSORS.  Subject to the provisions of Paragraphs 13 and 28
above, the covenants and conditions hereof shall be binding upon and inure to
the benefit of the parties hereto and their respective heirs, personal
representatives, successors, executors, administrators and assigns.  

          39.  ENTIRE AGREEMENT; MODIFICATIONS.  This Lease (including any
exhibit, rider or attachment hereto) constitutes the entire agreement between
Landlord and Tenant with respect to Tenant's lease of the Premises.  No
provision of this Lease may be amended or otherwise modified except by an
agreement in writing signed by the parties hereto.  Neither Landlord nor
Landlord's agents have made any representations or warranties with respect to
the Premises, the Building, the Real Property or this Lease except as expressly
set forth herein, including without limitation any representations or warranties
as to the suitability or fitness of the Premises for the conduct of Tenant's
business or for any other purpose, nor has Landlord or its agents agreed to
undertake any alterations or construct any improvements to the Premises except
those, if any, expressly provided in this Lease, and no rights, easements or
licenses shall be acquired by Tenant by implication or otherwise unless
expressly set forth herein.  Neither this Lease nor any memorandum hereof shall
be recorded by Tenant.

          40.  LIGHT AND AIR.  Tenant agrees that no diminution of light, air or
view by any structure which may hereafter be erected (whether or not by
Landlord) shall entitle Tenant to any reduction of rent hereunder, result in any
liability of Landlord to Tenant, or in any other way affect this Lease.  

          41.  NAME OF BUILDING.  Tenant shall not use the name of the Building
for any purpose other than as the address of the business conducted by Tenant in
the Premises without the written consent of Landlord.  Landlord reserves the
right to change the name of the Building at any time in its sole discretion by
written notice to Tenant and Landlord shall not be liable to Tenant for any
loss, cost or expense on account of any such change of name.  

          42.  SEVERABILITY.  If any provision of this Lease or the application
thereof to any person or circumstance shall be invalid or unenforceable to any
extent, the remainder of this Lease and the application of such provisions to
other persons or circumstances shall not be affected thereby and shall be
enforced to the greatest extent permitted by law.  

          43.  AUTHORITY.  If Tenant is a corporation, partnership, trust,
association or other entity, Tenant and each person executing this Lease on
behalf of Tenant, hereby covenants and warrants that (a) Tenant is duly
incorporated or otherwise established or formed and validly existing under the
laws of its state of incorporation, establishment or formation, (b) Tenant has
and is duly qualified to do business in the state in which the Real Property is
located, (c) Tenant has full corporate, partnership, trust, association or other
appropriate power and authority to enter into this Lease and to perform all
Tenant's obligations hereunder, and (d) each person (and all of the persons if
more than one signs) signing this Lease on behalf of Tenant is duly and validly
authorized to do so.

          44.  NO OFFER.  Submission of this instrument for examination and
signature by Tenant does not constitute an offer to lease or a reservation of or
option for lease, and is not effective as a lease or otherwise until execution
and delivery by both Landlord and Tenant.  

          45.  REAL ESTATE BROKERS.  Landlord and Tenant each represents and
warrants to the other that such party has negotiated this Lease directly with
the Real Estate Broker(s) identified in Paragraph 2 and has not authorized or
employed, or acted by implication to authorize or to employ, any other real
estate broker or salesperson to act for such party in connection with this
Lease.  Each party shall hold the other harmless from and indemnify and defend
the other against any and all Claims by any real estate broker or salesperson
other than the Real Estate Broker(s) identified in Paragraph 2 for a commission,
finder's fee or other compensation as a result of the inaccuracy of such party's
representation above.  Landlord shall pay any commission owing to Shorenstein
Management, Inc., and Grubb & Ellis pursuant to a separate agreement.  Grubb &
Ellis shall pay any commission owing to KLP Properties, Inc., pursuant to a
separate agreement.

          46.  CONSENTS AND APPROVALS.  Wherever the consent, approval, judgment
or determination of Landlord is required or permitted under this Lease, Landlord
may exercise its sole discretion in granting or withholding such consent or
approval or in making such judgment or determination without reference to any
extrinsic standard of reasonableness, unless the provision providing for such
consent, approval, judgment or determination specifies that Landlord's consent
or approval is not to be unreasonably withheld, or that the standard for such
consent, approval,


                                          28
<PAGE>

judgment or determination is to be reasonable, or otherwise specifies the
standards under which Landlord may withhold its consent.  Whenever Tenant
requests Landlord to take any action or give any consent or approval, Tenant
shall reimburse Landlord for all of Landlord's costs incurred in reviewing the
proposed action or consent (whether or not Landlord consents to any such
proposed action), including without limitation reasonable attorneys' or
consultants' fees and expenses, within ten (10) days after Landlord's delivery
to Tenant of a statement of such costs.  If it is determined that Landlord
failed to give its consent or approval where it was required to do so under this
Lease, Tenant's sole remedy will be an order of specific performance or
mandatory injunction of the Landlord's agreement to give its consent or
approval.  The review and/or approval by Landlord of any item shall not impose
upon Landlord any liability for accuracy or sufficiency of any such item or the
quality or suitability of such item for its intended use.  Any such review or
approval is for the sole purpose of protecting Landlord's interest in the Real
Property, and neither Tenant nor any Tenant Party nor any person or entity
claiming by, through or under Tenant, nor any other third party shall have any
rights hereunder by virtue of such review and/or approval by Landlord.

          47.  RESERVED RIGHTS.  Landlord retains and shall have the rights set
forth below, exercisable without notice and without liability to Tenant for
damage or injury to property, person or business and without effecting an
eviction, constructive or actual, or disturbance of Tenant's use or possession
of the Premises or giving rise to any claim for rent abatement:

     (a)  To grant to anyone the exclusive right to conduct any business or
          render any service in or to the Building and its tenants, provided
          that such exclusive right shall not operate to require Tenant to use
          or patronize such business or service or to exclude Tenant from its
          use of the Premises expressly permitted herein.

     (b)  To perform, or cause or permit to be performed, at any time and from
          time to time, including during Business Hours, construction in the
          common areas and facilities or other leased areas in the Real
          Property.

     (c)  To reduce, increase, enclose or otherwise change at any time and from
          time to time the size, number, location, lay-out and nature of the
          common areas and facilities and other tenancies and premises in the
          Real Property and to create additional rentable areas through use or
          enclosure of common areas.

          48.  FINANCIAL STATEMENTS.  At any time within thirty (30) days after
Landlord's request, Tenant shall furnish Landlord with a copy of Tenant's
current annual or quarterly report to stockholders.  If this Lease is ever
assigned by Health Systems Design Corp. to any other party, then, at any time
thereafter within thirty (30) days after Landlord's request therefor, Tenant
shall furnish to Landlord copies of true and accurate financial statements
reflecting Tenant's then current financial situation (including without
limitation balance sheets, statements of profit and loss, and changes in
financial condition), Tenant's most recent audited or certified annual financial
statements, and Tenant's federal income tax returns pertaining to Tenant's
business, and in addition shall cause to be furnished to Landlord similar
financial statements and tax returns for any guarantor(s) of this Lease.  Tenant
agrees to deliver to any lender, prospective lender, purchaser or prospective
purchaser designated by Landlord such financial statements of Tenant as may be
reasonably requested by such lender or purchaser.

          49.  DELETED.

          50.  NONDISCLOSURE OF LEASE TERMS.  Tenant agrees that the terms of
this Lease are confidential and constitute proprietary information of Landlord,
and that disclosure of the terms hereof could adversely affect the ability of
Landlord to negotiate with other tenants.  Tenant hereby agrees that Tenant and
its partners, officers, directors, employees, agents, real estate brokers and
sales persons and attorneys shall not disclose the terms of this Lease to any
other person without Landlord's prior written consent, except to any accountants
of Tenant in connection with the preparation of Tenant's financial statements or
tax returns, to an assignee of this Lease or sublessee of the Premises, or to an
entity or person to whom disclosure is required by applicable law and/or
regulation, by judicial process or in connection with any action brought to
enforce this Lease.

          51.  HAZARDOUS SUBSTANCE DISCLOSURE.  California law requires
landlords to disclose to tenants the existence of certain hazardous substances. 
Accordingly, the existence of gasoline and other automotive fluids, maintenance
fluids, copying fluids and other office supplies and equipment, certain
construction and finish materials, tobacco smoke, cosmetics and other personal
items, and asbestos-containing materials ("ACM") must be disclosed.  Gasoline
and other automotive fluids are found in the garage area of the Building. 
Cleaning, lubricating and hydraulic fluids used in the operation and maintenance
of the Building are found in the utility areas of the Building not generally
accessible to Building occupants or the public.  Many Building occupants use
copy machines and printers with associated fluids and toners, and pens, markers,
inks, and office equipment that may contain hazardous substances.


                                          29
<PAGE>

Certain adhesives, paints and other construction materials and finishes used in
portions of the Building may contain hazardous substances.  Although smoking is
prohibited in the public areas of the Building, these areas may, from time to
time, be exposed to tobacco smoke.  Building occupants and other persons
entering the Building from time-to-time may use or carry prescription and
non-prescription drugs, perfumes, cosmetics and other toiletries, and foods and
beverages, some of which may contain hazardous substances.

          52.  OPTION TO RENEW.

               a.  OPTION TO RENEW.  Tenant shall have the option to renew this
Lease for one (1) additional term of five (5) years, commencing upon the
expiration of the initial term of the Lease.  The renewal option must be
exercised, if at all, by written notice given by Tenant to Landlord not later
than twelve (12) months prior to expiration of the initial term of this Lease. 
Notwithstanding the foregoing, this renewal option shall be null and void and
Tenant shall have no right to renew this Lease if (i) as of the date immediately
preceding the commencement of the renewal period Tenant is not in occupancy of
the entire Premises then demised hereunder or Tenant does not intend to continue
to occupy the Premises (but intends to assign this Lease or sublet the space in
whole or in part), or (ii) on the date Tenant exercises the option or on the
date immediately preceding the commencement date of the renewal period Tenant is
in default of any of its obligations under this Lease.

               b.  TERMS AND CONDITIONS.  If Tenant exercises the renewal
option, then during the renewal period all of the terms and conditions set forth
in this Lease as applicable to the Premises during the initial term shall apply
during the renewal term, except that (i) Tenant shall have no further right to
renew this Lease, (ii) Tenant shall take the Premises in their then "as-is"
state and condition, and (iii) the Monthly Rent payable by Tenant for the
Premises shall be the then-fair market rent for the Premises based upon the
terms of this Lease, as renewed.  Fair market rent shall include the periodic
rental increases, if any, that would be included for space leased for the period
the space will be covered by the Lease.  For purposes of this Paragraph 52, the
term "fair market rent" shall mean the rental rate for comparable space under
primary lease (and not sublease) to new tenants, taking into consideration the
unique quality and prestige of the Building and such amenities as existing
improvements, view, floor on which the Premises are situated and the like,
situated in first-class, reputable, established high-rise office buildings in
comparable locations in downtown Oakland, in comparable physical and economic
condition, taking into consideration the then-prevailing ordinary rental market
practices with respect to tenant concessions (if any) (e.g. not offering
extraordinary rental, promotional deals and other concessions to tenants which
deviate from what is the then-prevailing ordinary practice in an effort to
alleviate cash flow problems, difficulties in meeting loan obligations or other
financial distress, or in response to a greater than average vacancy rate).  The
fair market rent shall be mutually agreed upon by Landlord and Tenant in writing
within the thirty (30) calendar day period commencing six (6) months prior to
commencement of the renewal period.  If Landlord and Tenant are unable to agree
upon the fair market monthly rent within said thirty (30)-day period, then the
fair market rent shall be established by appraisal in accordance with the
procedures set forth in EXHIBIT D attached hereto.

               c.  MINIMUM RENTAL.  Notwithstanding anything in the foregoing or
EXHIBIT D attached hereto to the contrary, in no event shall the Monthly Rent
during the renewal period be less than the aggregate of the amounts of Monthly
Rent and Additional Rent payable by Tenant (for all of the Premises leased
hereunder) under Paragraphs 2.c., 5 and 7 hereof for the calendar month
immediately preceding the commencement of the renewal period.

          53.  PARKING.

               a.   Commencing upon the Commencement Date, Landlord shall
provide Tenant, on an unassigned, non-exclusive and unlabelled basis, thirty
(30) parking spaces, fifteen (15) of which shall be in the garage of the
Building (the "Building Spaces") and the balance of which shall be in the
parking facility presently known as the City Center Garage, located at 525 14th
Street, Oakland (the "City Center Garage Spaces"), and Tenant shall pay Landlord
or the operator of the subject garage, as directed by Landlord, for such parking
at the rate or charge in effect from time to time for parking in the garage. 
Tenant acknowledges that the monthly and hourly rates or charges in effect may
vary from time to time based on, among other things, the time of day, type of
parking (e.g., valet, self-park, or tandem) and general rate increases.

               b.   Tenant shall provide Landlord with advance written notice of
the names of each individual to whom Tenant from time to time distributes
Tenant's parking rights hereunder, and shall cause each such individual to
execute Landlord's standard waiver form for garage users.  If the parking charge
is not paid when due, and such failure continues for ten (10) days after written
notice to Tenant of such failure, then in addition to any other remedies
afforded Landlord under this Lease by reason of nonpayment of rent, Landlord may
terminate Tenant's rights under this Paragraph 52.  Further, if at any time
Tenant releases to Landlord any parking space provided for in this Paragraph 52,
then Tenant's right under this Paragraph 52 to use such released parking space
shall automatically terminate.


                                          30
<PAGE>

               c.   The parking spaces to be made available to Tenant hereunder
may contain a reasonable mix of spaces for compact cars. Landlord shall take
reasonable actions to ensure the availability of the parking spaces leased by
Tenant, but Landlord does not guarantee the availability of those spaces at all
times against the actions of other tenants of the Building and users of the
parking facility.  Without limiting the foregoing, in no event shall this Lease
be void or voidable, nor shall Landlord be liable to Tenant for any loss or
damage, nor shall there be any abatement of rent hereunder (other than the
parking charge paid hereunder for any parking space no longer made available),
by reason of any reduction in Tenant's parking rights hereunder by reason of
strikes, lock-outs, labor disputes, shortages of material or labor, fire, flood
or other casualty, acts of God or any other cause beyond the control of
Landlord.  Access to the parking spaces to be made available to Tenant shall, at
Landlord's option, be by card, pass, bumper sticker, decal or other appropriate
identification issued by Landlord, and Tenant's right to use the parking
facility is conditioned on Tenant's abiding by and shall otherwise be subject to
such rules and regulations as may be promulgated by Landlord from time to time
for the parking facility.

               d.   With respect to the Building Spaces, the parking rights set
forth in this Paragraph 52 are non-transferrable, are personal to the Tenant
originally named herein, and shall not inure to the benefit of any successor,
assignee or subtenant of Tenant. In connection with an assignment or sublease
which is permitted under Paragraph 13 above, Tenant shall have the right, upon
written notice to Landlord, to assign the City Center Garage Spaces to the
permitted assignee of the Lease or subtenant of Tenant. In the event of any
assignment or sublease of parking space rights which is permitted under the
foregoing provisions of this Paragraph 53.d., or which is otherwise approved by
Landlord (provided, however, that such approval may be granted or withheld by
Landlord in its sole and absolute discretion), Landlord shall be entitled to
receive one hundred percent (100%) of any profit received by Tenant in
connection with such assignment or sublease.


          THIS LEASE IS EXECUTED by Landlord and Tenant as of the date set forth
at the top of page 1 hereof.


SHORENSTEIN REALTY INVESTORS THREE, L.P.,    HEALTH SYSTEMS DESIGN CORP.,
a California limited partnership        a California corporation

By Shorenstein Company, L.P.,
   a California limited partnership,
   Manager

  By Shorenstein Management, Inc.,
     a California corporation, 
     its Agent 

    By                                       By:
      -------------------------------           -----------------------
        Douglas W. Shorenstein
        President                            Name:
                                                  ---------------------

               Landlord                      Title:
                                                   --------------------

                                                       Tenant


                                          31
<PAGE>

                                      EXHIBIT B

                                RULES AND REGULATIONS

                                    1111 BROADWAY

          1.   No sign, placard, picture, advertisement, name or notice shall be
inscribed, displayed or printed or affixed on or to any part of the outside or
inside of the Building or any part of the Premises visible from the exterior of
the Premises without the prior written consent of Landlord, which consent may be
withheld in Landlord's sole discretion.  Landlord shall have the right to
remove, at Tenant's expense and without notice to Tenant, any such sign,
placard, picture, advertisement, name or notice that has not been approved by
Landlord. 

               All approved signs or lettering on doors and walls shall be
printed, painted, affixed or inscribed at the expense of Tenant by a person
approved of by Landlord.  

               If Landlord notifies Tenant in writing that Landlord objects to
any curtains, blinds, shades or screens attached to or hung in or used in
connection with any window or door of the Premises, such use of such curtains,
blinds, shades or screens shall be removed immediately by Tenant.  No awning
shall be permitted on any part of the Premises.  

          2.   No ice, drinking water, towel, barbering or bootblacking,
shoeshining or repair services, or other similar services shall be provided to
the Premises, except from persons authorized by Landlord and at the hours and
under regulations fixed by Landlord.

          3.   The bulletin board or directory of the Building will be provided
exclusively for the display of the name and location of tenants only and
Landlord reserves the right to exclude any other names therefrom.  

          4.   The sidewalks, halls, passages, exits, entrances, elevators and
stairways shall not be obstructed by any of the Tenant Parties or used by Tenant
for any purpose other than for ingress to and egress from its Premises.  The
halls, passages, exits, entrances, elevators, stairways, balconies and roof are
not for the use of the general public and Landlord shall in all cases retain the
right to control and prevent access thereto by all persons whose presence in the
judgment of Landlord shall be prejudicial to the safety, character, reputation
and interests of the Building and its tenants.  No tenant and no employees or
invitees of any tenant shall go upon the roof of the Building.  

          5.   Tenant shall not alter any lock or install any new or additional
locks or any bolts on any interior or exterior door of the Premises without the
prior written consent of Landlord.  

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

          7.   Tenant shall not overload the floor of the Premises or mark,
drive nails, screw or drill into the partitions, woodwork or plaster or in any
way deface the Premises or any part thereof.
  
          8.   No furniture, freight or equipment of any kind shall be brought
into the Building without the consent of Landlord and all moving of the same
into or out of the Building shall be done at such time and in such manner as
Landlord shall designate.  Landlord shall have the right to prescribe the
weight, size and position of all safes and other heavy equipment brought into
the Building and also the times and manner of moving the same in and out of the
Building.  Safes or other heavy objects shall, if considered necessary by
Landlord, stand on a platform of such thickness as is necessary to properly
distribute the weight.  Landlord will not be responsible for loss of or damage
to any such safe or property from any cause, and all damage done to the Building
by moving or maintaining any such safe or other property shall be repaired at
the expense of Tenant.  The elevator designated for freight by Landlord shall be
available for use by all tenants in the Building during the hours and pursuant
to such procedures as Landlord may determine from time to time.  The persons
employed to move Tenant's equipment, material, furniture or other property in or
out of the Building must be acceptable to Landlord.  The moving company must be
a locally recognized professional mover, whose primary business is the
performing of relocation services, and must be bonded and fully insured.  In no
event shall Tenant employ any person or company whose presence may give rise to
a labor or other disturbance in the Project.  A certificate or other
verification of such insurance must be received and approved by Landlord prior
to the start of any moving operations.  Insurance must be sufficient in 
Landlord's sole opinion, to cover all personal liability, theft or damage to the
Project, including, but not limited to, floor coverings, doors, walls,
elevators, stairs, foliage and landscaping.  Special care must be taken to
prevent damage to foliage and landscaping during adverse weather.  All moving
operations shall be


                                         B-1
<PAGE>

conducted at such times and in sucha manner as Landlord shall direct, and all
moving shall take place during non-business hours unless Landlord agrees in
writing otherwise.

          9.   Tenant shall not employ any person or persons other than the
janitor of Landlord for the purpose of cleaning the Premises, unless otherwise
agreed to by Landlord.  Except with the written consent of Landlord, no person
or persons other than those approved by Landlord shall be permitted to enter the
Building for the purpose of cleaning the Building or the Premises.  Tenant shall
not cause any unnecessary labor by reason of Tenant's carelessness or
indifference in the preservation of good order and cleanliness.  

          10.  Tenant shall not use, keep or permit to be used or kept any foul
or noxious gas or substance in the Premises, or permit or suffer the Premises to
be occupied or used in a manner offensive or objectionable to Landlord or other
occupants of the Building by reason of noise, odors and/or vibrations, or
interfere in any way with other tenants or those having business therein, nor
shall any animals or birds be brought in or kept in or about the Premises or the
Building.  In no event shall Tenant keep, use, or permit to be used in the
Premises or the Building any guns, firearm, explosive devices or ammunition.  

          11.  No cooking shall be done or permitted by Tenant in the Premises,
nor shall the Premises be used for the storage of merchandise, for washing
clothes, for lodging, or for any improper, objectionable or other purpose not in
keeping with the nature and image of the Building as a first-class, downtown
office building complex.  

          12.  Tenant shall not use or keep in the Premises or the Building any
kerosene, gasoline, or inflammable or combustible fluid or material, or use any
method of heating or air conditioning other than that supplied by Landlord.  

          13.  Landlord will direct electricians as to where and how telephone
and telegraph wires are to be introduced into the Premises and the Building.  No
boring or cutting for wires will be allowed without the prior consent of
Landlord.  The location of telephones, call boxes and other office equipment
affixed to the Premises shall be subject to the prior approval of Landlord.

          14.  Upon the expiration or earlier termination of the Lease, Tenant
shall deliver to Landlord the keys of offices, rooms and toilet rooms which have
been furnished by Landlord to Tenant and any copies of such keys which Tenant
has made.  In the event Tenant has lost any keys furnished by Landlord, Tenant
shall pay  Landlord for such keys.  

          15.  Tenant shall not lay linoleum, tile, carpet or other similar
floor covering so that the same shall be affixed to the floor of the Premises,
except to the extent and in the manner approved in advance by Landlord.  The
expense of repairing any damage resulting from a violation of this rule or
removal of any floor covering shall be borne by the tenant by whom, or by whose
contractors, employees or invitees, the damage shall have been caused. 

          16.  No furniture, packages, supplies, equipment or merchandise will
be received in the Building or carried up or down in the elevators, except
between such hours and in such elevators as shall be designated by Landlord,
which elevator usage shall be subject to the Building's customary charge
therefor as established from time to time by Landlord.

          17.  On Saturdays, Sundays and legal holidays, and on other days
between the hours of 6:00 P.M. and 8:00 A.M., access to the Building, or to the
halls, corridors, elevators or stairways in the Building, or to the Premises may
be refused unless the person seeking access is known to the person or employee
of the Building in charge and has a pass or is properly identified.  Landlord
shall in no case be liable for damages for any error with regard to the
admission to or exclusion from the Building of any person.  In case of invasion,
mob, riot, public excitement, or other commotion, Landlord reserves the right to
prevent access to the Building during the continuance of the same by closing the
doors or otherwise, for the safety of the tenants and protection of property in
the Building.  

          18.  Tenant shall be responsible for insuring that the doors of the
Premises are closed and securely locked before leaving the Building and must
observe strict care and caution that all water faucets or water apparatus are
entirely shut off before Tenant or Tenant's employees leave the Building, and
that all electricity, gas or air shall likewise be carefully shut off, so as to
prevent waste or damage, and for any default or carelessness Tenant shall make
good all injuries sustained by other tenants or occupants of the Building or
Landlord.  Landlord shall not be responsible to Tenant for loss of property on
the Premises, however occurring, or for any damage to the property of Tenant
caused by the employees or independent contractors of Landlord or by any other
person.

          19.  Landlord reserves the right to exclude or expel from the Building
any person who, in the judgment of Landlord, is intoxicated or under the
influence of liquor or drugs, or who shall in any manner do any act in violation
of any of the rules and regulations of the Building.  


                                         B-2
<PAGE>

          20.  The requirements of any tenant will be attended to only upon
application at the office of the Building.  Employees of Landlord shall not
perform any work or do anything outside of their regular duties unless under
special instructions from Landlord, and no employee will admit any person
(tenant or otherwise) to any office without specific instructions from Landlord.


          21.  No vending machine or machines of any description shall be
installed, maintained or operated upon the Premises without the prior written
consent of Landlord.

          22.  Subject to Tenant's right of access to the Premises in accordance
with Building security procedures, Landlord reserves the right to close and keep
locked all entrance and exit doors of the Building on Saturdays, Sundays and
legal holidays and on other days between the hours of 6:00 P.M. and 8:00 A.M.,
and during such further hours as Landlord may deem advisable for the adequate
protection of the Building and the property of its tenants.  





                                         B-3
<PAGE>

                                      EXHIBIT C


                                 DESCRIPTION OF PLANS


          Plans prepared by Interform Designers of Commercial Interiors for
Health Systems Design Corporation's premises on the 16th, 17th and 18th floors
of the 1111 Broadway Building, which plans consist of the following:

16th floor premises: One sheet - Preliminary Plan dated 9/21/98, Job No. 8180D
(with no annotated notes or descriptions)

17th floor premises: Two sheets dated 10/1/98 - Preliminary Demo Plan and
Preliminary Pricing Plan, Job No. 8180D (with annotated general and sheet notes)

18th floor premises (four sheets):

Preliminary Demo Plan dated 6/17/98, rev 8/25/98; 

Preliminary Pricing Plan dated 6/17/98, rev. 8/25/98; 

Power and Signal Plan dated 8/25/98 (consisting of the Shorenstein/Huntsman as-
          built drawing dated 6/14/94 for the State Department of Social
          Services premises in the same space, overlaid and revised by
          Interform); and

Reflected Ceiling Plan, undated (consisting of the Shorenstein/Huntsman as-built
          drawing dated 6/14/94 for the State Department of Social Services
          premises in the same space, overlaid and revised).





                                         C-1
<PAGE>

                                      EXHIBIT D


                                 APPRAISAL  PROCEDURE


               Within fifteen (15) days after the expiration of the thirty
(30)-day period set forth in Paragraph 52 of the Lease for the mutual agreement
of Landlord and Tenant as to the fair market monthly rental, each party hereto,
at its cost, shall engage a real estate appraiser to act on its behalf in
determining the fair market monthly rental.  The appraisers each shall have at
least ten (10) years' experience with leases in first-class high-rise office
buildings in downtown Oakland and shall submit to Landlord and Tenant in advance
for Landlord's and Tenant's reasonable approval the appraisal methods to be
used.  If a party does not appoint an appraiser within such fifteen (15)-day
period but an appraiser is appointed by the other respective party, the single
appraiser appointed shall be the sole appraiser and shall set the fair market
monthly rental.  If the two appraisers are appointed by the parties as stated in
this paragraph, such appraisers shall meet promptly and attempt to set the fair
market monthly rental.  If such appraisers are unable to agree within thirty
(30) days after appointment of the second appraiser, the appraisers shall elect
a third appraiser meeting the qualifications stated in this paragraph within ten
(10) days after the last date the two appraisers are given to set the fair
market monthly rental.  Each of the parties hereto shall bear one-half (1/2) the
cost of appointing the third appraiser and of the third appraiser's fee.  The
third appraiser shall be a person who has not previously acted in any capacity
for either party.  

               The third appraiser shall conduct his own investigation of the
fair market monthly rent, and shall be instructed not to advise either party of
his determination of the fair market monthly rent except as follows:  When the
third appraiser has made his determination, he shall so advise Landlord and
Tenant and shall establish a date, at least five (5) days after the giving of
notice by the third appraiser to Landlord and Tenant, on which he shall disclose
his determination of the fair market monthly rent.  Such meeting shall take
place in the third appraiser's office unless otherwise agreed by the parties. 
After having initialed a paper on which his determination of fair market monthly
rent is set forth, the third appraiser shall place his determination of the fair
market monthly rent in a sealed envelope.  Landlord's appraiser and Tenant's
appraiser shall each set forth their determination of fair market monthly rent
on a paper, initial the same and place them in sealed envelopes.  Each of the
three envelopes shall be marked with the name of the party whose determination
is inside the envelope.

               In the presence of the third appraiser, the determination of the
fair market monthly rent by Landlord's appraiser and Tenant's appraiser shall be
opened and examined.  If the higher of the two determinations is 105% or less of
the amount set forth in the lower determination, the average of the two
determinations shall be the fair market monthly rent, the envelope containing
the determination of the fair market monthly rent by the third appraiser shall
be destroyed and the third appraiser shall be instructed not to disclose his
determination.  If either party's envelope is blank, or does not set forth a
determination of fair market monthly rent, the determination of the other party
shall prevail and be treated as the fair market monthly rent.  If the higher of
the two determinations is more than 105% of the amount of the lower
determination, the envelope containing the third appraiser's determination shall
be opened.  If the value determined by the third appraiser is the average of the
values proposed by Landlord's appraiser and Tenant's appraiser, the third
appraiser's determination of fair market monthly rent shall be the fair market
monthly rent.  If such is not the case, fair market monthly rent shall be the
rent proposed by either Landlord's appraiser or Tenant's appraiser which is
closest to the determination of fair market monthly rent by the third appraiser.



                                         D-1