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                                                                   EXHIBIT 10.30


                                      LEASE

                                 By and Between

                      MARTIN/CAMPUS ASSOCIATES NO. 7, L.P.

                                   "Landlord"

                                       and

                                  EXCITE, INC.

                                    "Tenant"



              For the approximately 49,510 square foot premises at
                                  475 Broadway
                             Redwood City, CA 94063
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                                  LEASE SUMMARY

Lease Date:                            As of May 19, 1998

Landlord:                              Martin/Campus Associates No. 7, L.P.

Address of Landlord:                   100 Bush Street, 26th Floor
                                       San Francisco, CA 94104

Tenant:                                Excite, Inc.

Address of Tenant:                     525-555 Broadway
                                       Redwood City, CA 94063

Contact:                               Robert Hood

Telephone:                             (415) 943-1203

Building Address:                      475 Broadway (Building 3A)
                                       Redwood City, California 94063

Total Premises
Square Footage:                        approximately 49,510 square feet

Commencement Date:                     October 1, 1998

Term:                                  ten (10) years

Monthly Rent:                          $2.30/square foot/month, subject to
                                       adjustments

Security Deposit:                      $341,619.00, subject to adjustments

Exhibit      A:       Floor Plan of Premises
Exhibit      B:       Site Plan of Project
Exhibit      C:       Work Letter Agreement
Exhibit      C-1:     Elevation Drawing
Exhibit      D:       Commencement Date Memorandum
Exhibit      E:       Termination Date Memorandum
Exhibit      F:       Subordination, Non-Disturbance and Attornment Agreement



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                                      LEASE

        1. Parties.

               THIS LEASE (the "Lease"), dated as of May 19, 1998, is entered
into by and between MARTIN/CAMPUS ASSOCIATES NO. 7, L.P., a Delaware limited
partnership ("Landlord"), whose address is 100 Bush Street, Suite 2600, San
Francisco, CA 94104, and EXCITE, INC., a California corporation ("Tenant"),
whose address is 525-555 Broadway, Redwood City, CA 94063.

        2. Premises.

               Landlord hereby leases to Tenant and Tenant hereby leases from
Landlord those certain premises consisting of a total area of approximately
Forty-Nine Thousand Five Hundred Ten (49,510) square feet (the "Premises"),
comprising the entire building under construction by Landlord, and commonly
known as 475 Broadway (the "Building"), in the City of Redwood City, County of
San Mateo, State of California, as more particularly shown on Exhibit A, which
shall be delivered by Landlord to Tenant on or before the Commencement Date,
Landlord's architect shall measure the Rentable Area of the Premises to the
outside of all exterior walls, and to the middle of the interior demising wall,
that form the boundaries of the Premises, and Landlord and Tenant shall amend
this Lease if necessary to reflect any discrepancy in the size of the Premises
disclosed by the measurement of the Premises by Landlord's architect. The
Premises also includes the Premises by Landlord's architect. The Premises also
includes the appurtenant right to use in common with other tenants of the
Project (as defined below) the Common Area (as defined below) of the Project.

        3. Definitions.

               The following terms shall have the following meanings in this
Lease:

               A. Alterations. Any alterations, additions or improvements made
in, on or about the Premises after the Commencement Date, including, but not
limited to, lighting, heating, ventilating, air conditioning, electrical,
partitioning, drapery and carpentry installations.

               B. Building 1 Lease. That certain Lease entered into by and
between Landlord and Tenant dated as of August 9, 1996, as amended by that
certain First Amendment to Lease dated March 14, 1997, pursuant to which
Landlord agreed to lease to Tenant, and Tenant agreed to lease from Landlord,
certain premises located in the building within the Project and commonly known
as 525-555 Broadway.

               C. Building 2 Lease. That certain Lease entered into by and
between Landlord and Tenant dated as of March 14, 1997, as amended by that
certain First Amendment to Lease dated October 1, 1997, pursuant to which
Landlord agreed to lease to Tenant and Tenant agreed to lease from Landlord,
certain premises located in the building within the Project and commonly known
as 575-595 Broadway.



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               D. Capital Improvements. Those certain improvements to the
Building to be constructed by Landlord pursuant to Paragraph 10.A and the Work
Letter Agreement attached to this Lease as Exhibit C (the "Work Letter").

               E. Commencement Date. The Commencement Date of this Lease shall
be October 1, 1998.

               F. Common Area. All areas and facilities within the Project not
appropriated to the exclusive occupancy of tenants, including the Parking Area,
sidewalks, pedestrian ways, driveways, signs, service delivery facilities,
common storage areas, common utility facilities and all other areas in the
Project established by Landlord for non-exclusive use. The Common Area may
increase and/or decrease from time to time during the Term, since Landlord may
elect in its sole discretion to make changes to the buildings situated in the
Project, and/or to subdivide, sell, exchange, dispose of, transfer, or change
the configuration of all or any portion of the Common Area from time to time, so
long as Landlord neither unreasonably interferes with ingress to or egress from
the Building, nor reduces the number of parking spaces available for Tenant's
use below the minimum requirements set forth in Paragraph 37.

               G. Common Area Maintenance Costs. The total of all costs and
expenses paid or incurred by Landlord in connection with the operation,
maintenance, ownership and repair of the Common Area, the Building, and the
performance of Landlord's obligations under Paragraph 17.A. Without limiting the
generality of the foregoing, Common Area Maintenance Costs include all costs of
and expenses for: (i) maintenance and repairs of the Common Area; (ii)
resurfacing, resealing, remarking, painting, repainting, striping or restriping
the Parking Area; (iii) maintenance and repair of all public or common
facilities; (iv) maintenance, repair and replacement of sidewalks, curbs,
paving, walkways, Parking Area, Project signs, landscaping, planting and
irrigation systems, trash facilities, loading and delivery areas,, lighting,
drainage and common utility facilities, directional or other signs, markers and
bumpers, and any fixtures, equipment and personal property located on the Common
Area; (v) wages, salaries, benefits, payroll burden fees and charges of
personnel employed by Landlord and the charges of all independent contractors
retained by Landlord (to the extent that such personnel and contractors are
utilized by Landlord) for the maintenance, repair, management and/or supervision
of the Project, and of any security personnel retained by Landlord in connection
with the operation and maintenance of the Common Area (although Landlord shall
not be required to obtain security services); (vi) maintenance, repair and
replacement of security systems and alarms; (vii) premiums for Comprehensive
General Liability Insurance or Commercial General Liability Insurance, casualty
insurance, workers compensation insurance or other insurance on the Common Area,
the Project, the buildings located at the Project, or any portion thereof or
interest therein (but not including premiums for insurance policies that solely
cover the initial Tenant Improvements); (viii) all personal property or real
property taxes and assessments levied or assessed on the Project, or any portion
thereof or interest therein, including without limitation Tenant's Percentage
Share of the Real Property Taxes for the Project, if applicable under Paragraph
15.A; (ix) cleaning, collection, storage and removal of trash, rubbish, dirt and
debris, and sweeping and cleaning the Common Area; (x) any alterations,
additions or improvements 



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required to be made to the Common Area in order to comply with applicable
governmental laws, ordinances, rules, regulations and orders that become
effective after the date of this Lease; (xi) legal, accounting and other
professional services for the Project, including costs, fees and expenses of
contesting the validity or applicability of any law, ordinance, rule, regulation
or order relating to the Building, and of contesting, appealing or otherwise
attempting to reduce any Real Property Taxes assessed against the Project; (xii)
all costs and expenses incurred by Landlord in performing its obligations under
Paragraph 17.A, including without limitation all costs and expenses incurred in
performing any alterations, additions or improvements required to be made to the
Building in order to comply with applicable laws, ordinances, rules, regulations
and orders that ` become effective after the date of this Lease, and all capital
improvements required to be made in connection with the operation, maintenance
and repair of the Building, provided that the cost of any such alterations,
additions, improvements or capital improvements, together with interest at the
Interest Rate, shall be amortized over the useful life of the alteration,
addition, improvement or capital improvement in question and included in Common
Area Maintenance Costs for each year over which such costs are amortized; (xiii)
any other cost or expense which this Lease expressly characterizes as a Common
Area Maintenance Cost; and (xiv) any and all payments due and owing on behalf of
the Project or any portion thereof with respect to any covenants, conditions,
and restrictions encumbering the Project, including without limitation any and
all assessments and association dues. In addition, if Tenant approves any
proposal submitted by Landlord for the creation of an amenities center in the
Project (which approval shall not be unreasonably withheld or delayed), Common
Area Maintenance Costs shall also include all costs and expenses of providing,
creating, maintaining, repairing, managing, operating, and supervising such
amenity center for the Project, which may include without limitation a dining
facility, which costs and expenses may include without limitation fair market
rent subsidies granted and fair market rent charged by Landlord for the space
occupied by such amenity center; provided, however, that Landlord shall not
under any circumstances be required to provide or create such an amenity center.
However, notwithstanding the foregoing, Common Area, Maintenance Costs shall not
include the cost of or expenses for the following: (A) leasing commissions,
attorneys' fees or other costs or expenses incurred in connection with
negotiations or disputes with other tenants of the Project; (B) depreciation of
buildings in the Project-; (C) payments of principal, interest, late fees,
prepayment fees or other charges on any debt secured by a mortgage covering the
Project, or rental payments under any ground lease or underlying lease; (D) any
penalties incurred due to Landlord's violation of any governmental rule or
authority (but not excluding the cost of compliance therewith, if such cost is
chargeable to Tenant pursuant to this Lease); (E) any Real Property Taxes or
costs for which Landlord is separately and directly reimbursed by Tenant or any
other tenant of the Project which are assessed against the Premises or the
premises leased by such other tenant; (F) items for which Landlord is reimbursed
by insurance; (G) any Common Area Maintenance Costs representing an amount paid
to a related or affiliated person or entity of Landlord which is in excess of
the amount which would be paid in the absence of such relationship; (H) costs
and expenses incurred by Landlord in performing its obligations under Paragraph
17.A, to the extent but only to the extent that such costs and expenses are
incurred in performing any alterations, additions or improvements required to be
made to the Building in order to comply with applicable laws, ordinances, rules,
regulations and orders that are in effect as of the date of this Lease; and 



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(I) costs and expenses arising from any refinancing of the Project. In addition,
Common Area Maintenance Costs allocable to the Parking Area shall be reduced
(but not below zero (0)) by any and all net income received by Landlord during
the applicable year from the ownership or operation of the Parking Area.

               H. HVAC. Heating, ventilating and air conditioning.

               I. Impositions. Taxes, assessments, charges, excises and levies,
business taxes, license, permit, inspection and other authorization fees,
transit development fees, assessments or charges for housing funds, service
payments in lieu of taxes and any other fees or charges of any kind at any time
levied, assessed, charged or imposed by any federal, state or local entity, (i)
upon, measured by or reasonably attributable to the cost or value of Tenant's
equipment, furniture, fixtures or other personal property located in the
Premises, or the cost or value of any Alterations; (ii) upon, or measured by,
any Rent payable hereunder, including any gross receipts tax; (iii) upon, with
respect to or by reason of the development, possession, leasing, operation,
management, maintenance, alteration, repair, use or occupancy by Tenant of the
Premises, or any portion thereof; or (iv) upon this Lease transaction, or any
document to which Tenant is a party creating or transferring any interest or
estate in the Premises. Impositions do not include franchise, transfer,
inheritance or capital stock taxes, or income taxes measured by the net income
of Landlord from all sources, unless any such taxes are levied or assessed
against Landlord as a substitute for, in whole or in part, any Imposition.

               J. Improvements. Collectively, the Tenant Improvements and the
Capital Improvements.

               K. Index. The Consumer Price Index, All Urban Consumers, All
Items, published by the U.S. Department of Labor, Bureau of Labor Statistics for
the San Francisco-Oakland-San Jose Metropolitan Area (1982-84=100). If the Base
Year of the Index is changed, then all calculations pursuant to this Lease which
require the use of the Index shall be made by using the appropriate conversion
factor published by the Bureau of Labor Statistics (or successor agency) to
correlate to the Base Year of the Index herein specified. If no such conversion
factor is published, then Landlord shall, if possible, make the necessary
calculation to achieve such conversion. If such conversion is not in Landlord's
judgment possible, or if publication of the Index is discontinued, or if the
basis of calculating the Index is materially changed, then the term "Index"
shall mean comparable statistics on the cost of living, as computed either (i)
by an agency of the United States Government performing a function similar to
the Bureau of Labor Statistics, or (ii) if no such agency performs such
function, by a substantial and responsible periodical or publication of
recognized authority most closely approximating the result which would have been
achieved by the Index, as may be determined by Landlord in the exercise of its
reasonable good faith business judgment.

               L. Interest Rate. The lesser of (i) the reference rate, or
succeeding similar index, announced from time to time by the Bank of America's
main San Francisco office, plus two percent (2%) per annum, or (ii) the maximum
rate of interest permitted by law.



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               M. Landlord's Agents. Landlord's authorized agents, partners,
subsidiaries, directors, officers, and employees.

               N. Monthly Rent. The rent payable pursuant to Paragraph 5.A, as
adjusted from time to time pursuant to the terms of this Lease.

               O. Parking Area. All Common Area (except sidewalks and service
delivery facilities) now or hereafter designated by Landlord for the parking or
access of motor vehicles, including roads, traffic lanes, vehicular parking
spaces, landscaped areas and walkways. The Parking Area may increase and/or
decrease from time to time during the Term, since Landlord may elect in its sole
discretion to make changes to the buildings situated in the Project, and/or to
subdivide, sell, exchange, dispose of, transfer, or change the configuration of
all or any portion of the Parking Area from time to time; provided, however,
that Landlord shall not reduce the number of parking spaces available for
Tenant's use below the minimum requirements set forth in Paragraph 37.

               P. Project. That certain real property described in Exhibit B
consisting of approximately 27.8261 acres, upon which are located the Building
and four (4) other buildings, consisting of a total building square footage of
approximately Four Hundred Eleven Thousand Three Hundred Five (411,305) square
feet.

               Q. Real Property Taxes. Any form of assessment, license, fee,
rent tax, levy, penalty (if a result of Tenant's delinquency), or tax (other
than net income, estate, succession, inheritance, transfer or franchise taxes),
imposed by any authority having the direct or indirect power to tax, or by any
city, county, state or federal government or any improvement or other district
or division thereof, whether such tax is: (i) determined by the area of the
Premises or any part thereof or the rent and other sums payable hereunder by
Tenant or by other tenants, including, but not limited to, any gross income or
excise tax levied by any of the foregoing authorities with respect to receipt of
such rent or other sums due under this Lease; (ii) upon any legal or equitable
interest of Landlord in the Premises or any part thereof; (iii) upon this
transaction or any document to which Tenant is a party creating or transferring
any interest in the Premises; (iv) levied or assessed in lieu of, in
substitution for, or in addition to, existing or additional taxes against the
Premises whether or not now customary or within the contemplation of the
parties; or (v) surcharged against the Parking Area. To the extent that Landlord
receives during any calendar year any rebate or refund of Real Property Taxes
assessed against the Project, the Real Property Taxes for such year shall be
reduced by the amount of such rebate or refund received by Landlord.

               R. Rent. Monthly Rent plus the Additional Rent defined in
Paragraph 5.F.

               S. Rentable Area. The aggregate square footage in any one or more
buildings in the Project, as appropriate, as reasonably determined by Landlord
from time to time.

               T. Security Deposit. That amount paid by Tenant pursuant to
Paragraph 7.



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               U. Sublet. Any transfer, sublet, assignment, license or
concession agreement, or hypothecation of this Lease or the Tenant's interest in
the Lease or in and to all or a portion of the Premises. As used herein, a
Sublet includes the following: (i) if Tenant is a partnership or a limited
liability company, a transfer, voluntary or involuntary, of all or any part of
any interest in such partnership or limited liability company, or the
dissolution of the partnership or limited liability company, whether voluntary
or involuntary; (ii) if Tenant is a corporation, any dissolution of Tenant, or
the transfer, either by a single transaction or in a series of transactions, of
a controlling percentage of the stock of Tenant, unless any such corporate
change results from the trading of shares listed on a recognized public stock
exchange and such trading is not for the purposes of acquiring effective control
of Tenant; (iii) if Tenant is a trust, the transfer, voluntarily or
involuntarily, of all or any part of the controlling interest in such trust; and
(iv) if Tenant is any other form of entity, a transfer, voluntary or
involuntary, of all or any part of any interest in such entity. As used herein,
the phrases "controlling percentage" and "controlling interest" mean the
ownership of, and/or the right to vote, stock, partnership interests, membership
interests, or other indicia of ownership possessing at least fifty-one percent
(5l%) of either the total combined interests in Tenant, or the voting power of
all classes of Tenant's capital stock, partnership interests, membership
interests, or other indicia of ownership, that have been issued, outstanding,
and (if applicable) are entitled to vote.

               V. Subrent. Any consideration of any kind received, or to be
received, by Tenant from a Subtenant if such sums are directly related to
Tenant's interest in this Lease or in the Premises, including without limitation
bonus money and payments (in excess of book value) for Tenant's assets,
including without limitation its trade fixtures, equipment and other personal
property, goodwill, general intangibles, and any capital stock or other equity
ownership of Tenant.

               W. Subtenant. The person or entity with whom a Sublet agreement
is proposed to be or is made.

               X. Tenant Improvements. Those certain improvements to the
Premises to be constructed by Landlord pursuant to Exhibit C, other than the
Capital Improvements.

               Y. Tenant's Building Share. The ratio (expressed as a percentage)
of the total Rentable Area of the Premises to the total Rentable Area of the
Building as determined by Landlord from time to time, which as of the
Commencement Date shall equal one hundred percent (100%). Tenant's Building
Share shall be recalculated any time that the amount of Rentable Area contained
in Premises is adjusted, or there is a change in the total Rentable Area of the
Building.

               Z. Tenant's Percentage Share. The ratio (expressed as a
percentage) of the total Rentable Area of the Premises to the total Rentable
Area of all of the buildings at the Project, each as of the first (lst) day of
the calendar month in question, as reasonably determined by Landlord. The
parties acknowledge and agree that the total Rentable Area of all of the
buildings in the Project may increase and/or decrease from time to time during
the Term, since Landlord may elect in its sole discretion to make changes to the
buildings situated in the Project 



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(so long as Landlord neither unreasonably interferes with ingress to or egress
from the Building, nor reduces the number of parking spaces available for
Tenant's use below the minimum requirements set forth in Paragraph 37). For the
purposes of example only and not by way of limitation, if as of the Commencement
Date (x) Landlord determines that the Premises consists of Forty-Nine Thousand
Five Hundred Ten (49,510) square feet of Rentable Area in the Building, and (y)
the total Rentable Area of all of the buildings in the Project equals Four
Hundred Eleven Thousand Three Hundred Five (411,305) square feet of Rentable
Area, then Tenant's Percentage Share as o f the Commencement Date shall equal
Twelve and 37/100ths percent (12.037%).

             AA. Tenant's Personal Property. Tenant's trade fixtures, furniture,
equipment and other personal property in the Premises.

             BB. Term. The term of this Lease set forth in Paragraph 4.A, as it
may be extended hereunder pursuant to any options to extend granted herein.

        4. Lease Term.

             A. Term. The Term shall commence on the Commencement Date and shall
terminate on September 30, 2008. Upon the delivery of possession of the
Premises, Landlord and Tenant shall execute a Commencement Date Memorandum in
the form set forth in Exhibit D and shall execute a Termination Date Memorandum
in the form set forth in Exhibit E.

             B. Delays in Completion. The term "Tenant Delay" shall mean any
delay that Landlord may encounter in the performance of Landlord's obligations
under the Lease because of any act or omission of any nature by Tenant or its
agents or contractors, including any: (i) delay by Tenant in the submission of
information or the giving of authorizations or approvals within the time limits
set forth in the Lease or the Work Letter; (ii) delay attributable to the
failure of Tenant to pay, when due, any amounts required to be paid by Tenant
pursuant to the Lease or the Work Letter; and (iii) delay resulting from any
change order request initiated or requested by Tenant. Tenant shall pay all
actual costs and expenses incurred by Landlord which result from any Tenant
Delay, including, without limitation, any actual costs and expenses attributable
to increases in the cost of labor or materials.

             C. [Intentionally Deleted).

             D. Option to Extend.

                      (i) Grant of Option. Landlord hereby grants to Tenant one
(1) option (the "Option") to extend the Term of this Lease, for an additional
term of five (5) years, which shall commence upon the expiration of the Term.
The Option is expressly conditioned upon Tenant's not being in default under any
term or condition of this Lease after the expiration of any applicable cure
period granted by this Lease, either at the time the option is exercised or at
the time the Option term would commence. The Option shall be personal to the
Tenant originally named in this Lease and to any successor in interest to Tenant
pursuant to a "Permitted Transfer" 



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(as defined in Paragraph 25.G), and shall not be assigned, sold, conveyed or
otherwise transferred to any other party (including without limitation any
assignee or sublessee of such Tenant) without the prior written consent of
Landlord, which consent may be withheld in Landlord's sole discretion; provided,
however, that Landlord's decision to grant or withhold its consent shall be made
in accordance with the provisions of Paragraph 25.F. Under no circumstances
shall Landlord be required to pay any real estate commission to any party with
respect to Tenant's exercise of the Option.

                      (ii) Manner of Exercise. Tenant may exercise the Option
only by giving Landlord written notice not less than nine (9) months prior to
the expiration of the Term. If Tenant fails to exercise its Option prior to such
nine (9) month period, then the Option automatically shall lapse and thereafter
Tenant shall have no right to exercise the Option.

                      (iii) Terms and Rent. If the Option is exercised, then the
Monthly Rent for the Premises for the Option term shall be equal to one hundred
percent (100%) of the fair market rent, as determined below, for the Premises as
of the commencement of the Option term, but in no event shall the Monthly Rent
ever be reduced below the Monthly Rent payable immediately preceding the Option
term, as such Monthly Rent would have been increased under Paragraph 5.B if the
commencement date for the Option term had been an Adjustment Date. The fair
market rent for the Premises shall be determined by taking into account all
relevant factors, including without limitation the fact that the Premises are
being leased in shell condition. Landlord shall not under any circumstances be
required to construct or pay for any additional interior improvements to the
Premises. All other terms and conditions of the Lease, as amended from time to
time by the parties in accordance with the provisions of the Lease, shall remain
in full force and effect and shall apply during the option term; provided,
however, that notwithstanding the foregoing, neither the Option, nor Landlord's
obligations under the Work Letter Agreement attached hereto as Exhibit C shall
be of any force or effect during the Option term.

                      (iv) Determination of Rent. The fair market rent for the
purposes of calculating the Monthly Rent for the Option term shall be determined
by mutual agreement of the parties or, if the parties are unable to agree within
thirty (30) days after Tenant's exercise of the option, then fair market rent
shall be determined pursuant to the procedure set forth in Paragraphs 4.D.(v)
and 4.D.(vi).

                      (v) Landlord's Initial Determination. If the parties are
unable mutually to agree upon the fair market rent pursuant to Paragraph
4.D.(iv), then the fair market rent initially shall be determined by Landlord by
written notice ("Landlord's Notice") given to Tenant promptly following the
expiration of the 30-day period set forth in Paragraph 4.D.(iv). If Tenant
disputes the amount of fair market rent set forth in Landlord's Notice, then,
within thirty (30) days after the date of Landlord's Notice, Tenant shall send
Landlord a written notice ("Tenant's Notice") which specifically (a) disputes
the fair market rent set forth in Landlord's Notice, (b) demands arbitration
pursuant to Paragraph 4.D.(vi), and (c) states the name and address of the
person who shall act as arbitrator on Tenant's behalf. Tenant's Notice shall be




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deemed defective, and not given to Landlord, if it fails strictly to comply with
the requirements and time period set forth above. If Tenant does not send
Tenant's Notice within thirty (30) days after the date of Landlord's Notice, or
if Tenant's Notice fails to contain all of the required information, then the
Monthly Rent for the Option term shall equal one hundred percent (100%) of the
fair market rent specified in Landlord's Notice. If the arbitration is not
concluded prior to the commencement of the Option term, then for the ninety (90)
day period commencing with the date that the Option term commences, Tenant shall
pay Monthly Rent equal to the Monthly Rent that would have been applicable if
the Term had continued during such ninety (90) day period, except that the date
the Option term commences shall be treated as an "Adjustment Date" (as defined
in Paragraph 5.B), and the Monthly Rent shall be adjusted in accordance with
Paragraph 5.B effective as of the date the Option term commences. If the
arbitration is not concluded prior to the expiration of such ninety (90) day
period, then from and after the expiration of such ninety (90) day period,
Tenant shall pay Monthly Rent equal to one hundred twenty-five percent (125%) of
the Monthly Rent payable immediately prior to the commencement of the Option
term. If the fair market rent determined by arbitration differs from that paid
by Tenant pending the results of arbitration, then any adjustment required to
adjust the amount previously paid shall be made by payment by the appropriate
party within ten (10) days after the determination of fair market rent.

                      (vi) Arbitration. The arbitration shall be conducted in
the City of San Francisco in accordance with the then prevailing rules of the
American Arbitration Association (or its successor) for the arbitration of
commercial disputes, except that the procedures mandated by such rules shall be
modified as follows:

                             (a) Each arbitrator must be a real estate appraiser
with at least five (5) years of full-time commercial appraisal experience who is
familiar with the fair market rent of office and research and development
complexes located in the vicinity of the Premises. Within ten (10) business days
after receipt of Tenant's Notice, Landlord shall notify Tenant of the name and
address of the person designated by Landlord to act as arbitrator on Landlord's
behalf.

                             (b) The two arbitrators chosen pursuant to
Paragraph 4.D.(vi)(a) shall meet within ten (10) business days after the second
arbitrator is appointed and shall either agree upon the fair market rent or
appoint a third arbitrator possessing the qualifications set forth in Paragraph
4.D.(vi)(a). If the two arbitrators agree upon the fair market rent within such
ten (10) business day period, the Monthly Rent for the Option term shall equal
one hundred percent (100%) of such fair market rent. If the two arbitrators are
unable to agree upon the fair market rent and are unable to agree upon the third
arbitrator within five (5) business days after the expiration of such ten (10)
business day period, the third arbitrator shall be selected by the parties
themselves. If the parties do not agree on the third arbitrator within five (5)
business days after the expiration of such five (5) business day period, then
either party, on behalf of both, may request appointment of the third arbitrator
by the Association of South Bay Brokers. The three arbitrators shall decide the
dispute, if it has not been previously resolved, by following the procedures set
forth in Paragraph 4.D.(vi)(c). Each party shall pay the 



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fees and expenses of its respective arbitrator and both shall share the fees and
expenses of the third arbitrator. Each party shall pay its own attorneys, fees
and costs of witnesses.

                             (c) The three arbitrators shall determine the fair
market rent in accordance with the following procedures. Each of Landlord's
arbitrator and Tenant's arbitrator shall state, in writing, his or her
determination of the fair market rent, supported by the reasons therefor, and
shall make counterpart copies for the other arbitrators. All of the arbitrators
shall arrange for a simultaneous exchange of the proposed resolutions within ten
(10) business days after appointment of the third arbitrator. If any arbitrator
fails to deliver his or her own determination to the other arbitrators within
such ten (10) business day period, then the fair market rent shall equal the
average of the resolutions submitted by the other arbitrators. If all three (3)
arbitrators deliver their determinations to the other arbitrators within such
ten (10) business day period, then the two (2) closest determinations of the
arbitrators shall be averaged, and the resulting quotient shall be the fair
market rent, and the Monthly Rent for the option term shall equal one hundred
percent (100%) of such fair market rent; provided, however, that if the
determination of one (1) of the arbitrators (the "Average Determination") is
equal to the average of the determinations of the other two (2) arbitrators,
then the Average Determination shall be the fair market rent. However, the
arbitrators shall not attempt to reach a mutual agreement of the fair market
rent; each arbitrator shall independently arrive at his or her proposed
resolution.

                             (d) The arbitrators shall have the right to consult
experts and competent authorities for factual information or evidence pertaining
to a determination of fair market rent, but any such consultation shall be made
in the presence of both parties with full right on their part to cross-examine.
The arbitrators shall render the decision and award in writing with counterpart
copies to each party. The arbitrators shall have no power to modify the
provisions of this Lease. In the event of a failure, refusal or inability of any
arbitrator to act, his or her successor shall be appointed by him or her, but in
the case of the third arbitrator, his or her successor shall be appointed in the
same manner as that set forth herein with respect to the appointment of the
original third arbitrator.

        5. Rent and Additional Charges.

             A. Monthly Rent. Tenant shall pay to Landlord, in lawful money of
the United States, Monthly Rent as follows: commencing on the Commencement Date,
and continuing throughout the Term, the Monthly Rent shall equal Two and
30/100ths Dollars ($2.30) multiplied by the Rentable Area of the Premises (as
determined by Landlord pursuant to Paragraph 2). The Monthly Rent is subject to
adjustment as provided in Paragraphs 5.B and 5.C below. The actual commencement
date for the payment of Monthly Rent (the "Rent Commencement Date") shall be the
Commencement Date.

             Monthly Rent shall be paid in advance, on the first day of each
calendar month, without abatement, deduction, claim, offset, prior notice or
demand. The sum of One Hundred Thirteen Thousand Eight Hundred Seventy-Three and
00/100ths Dollars ($113,873.00), representing Landlord's estimate of the first
installment of Monthly Rent for the Premises, shall be paid by Tenant to
Landlord upon the execution of this Lease by Landlord and Tenant. 



                                       11
<PAGE>   13

Additionally, Tenant shall pay, as and with the Monthly Rent, the management fee
described in Paragraph 5.D, Tenant's share of Common Area Maintenance Costs
pursuant to Paragraph 5.E, the Real Property Taxes and Impositions payable by
Tenant pursuant to Paragraph 15, and the monthly cost of insurance premiums
required pursuant to Paragraph 21.C.

               B. Index Adjustments to Monthly Rent. The Monthly Rent shall be
increased as of the first (1st) day of the thirteenth (13th) calendar month
immediately following the Commencement Date, and on each ensuing anniversary of
such date occurring during the Term and any extension thereof (each, an
"Adjustment Date") by the greater of (i) the percentage increase in the Index
from the previous Adjustment Date (or, for the first Adjustment Date, from the
Commencement Date) up to a maximum of seven percent or (ii) three percent (3%).
On each Adjustment Date, the total aggregate amount of Monthly Rent then in
effect shall be multiplied by the greater of (x) the lesser of (A) a fraction,
the numerator of which is the Index published most recently before the
applicable Adjustment Date, and the denominator of which is the Index published
most recently before the prior Adjustment Date (or, in the case of the first
Adjustment Date, the Index published most recently before the Commencement
Date), and (B) one hundred seven percent (107%), or (y) one hundred three
percent and the corresponding product shall be the Monthly Rent in effect until
the next Adjustment Date. In no event shall the Monthly Rent in effect after an
Adjustment Date be less than one hundred three percent (103%), nor more than one
hundred seven percent (107%), of the Monthly Rent in effect immediately prior to
such Adjustment Date. If no Index is published for either of the months set
forth above, the Index for the next preceding month shall be used.

               C. [Intentionally Deleted].

               D. Management Fee. Tenant shall pay to Landlord monthly, as
Additional Rent, a management fee equal to three percent (3%) of the Monthly
Rent then in effect.

               E. Common Area Maintenance Costs.

                      (i) Estimated Payments. Commencing on the Commencement
Date and continuing throughout the entire Term, Tenant shall pay Tenant's
Percentage Share of all other Common Area Maintenance Costs paid or payable by
Landlord in each year; provided, however, that Tenant shall pay Tenant's
Building Share of those Common Area Maintenance Costs arising from Landlord's
performance of its obligations under Paragraph 17.A. Before commencement of the
Term and during December of each calendar year or as soon thereafter as
practicable, Landlord shall give Tenant notice of its estimate of amounts
payable under this Paragraph 5.E.(i) for the ensuing calendar year. Such notice
shall show in reasonable detail the basis on which the estimate was determined.
on or before the first day of each month during the ensuing calendar year,
Tenant shall pay to Landlord one-twelfth (1/12th) of such estimated amounts,
provided that if such notice is not given in December, Tenant shall continue to
pay on the basis of the prior year's estimate until the month after such notice
is given. If at any time or times it appears to Landlord, in its reasonable
judgment, that the amounts payable under this Paragraph 5.E.(i) for the current
calendar year will vary from its then-current estimate by more than five percent
(5%), Landlord shall by notice to Tenant, showing in reasonable detail the basis



                                       12
<PAGE>   14
for such variance, revise its estimate for such year, in which case subsequent
payments by Tenant for such year shall be based upon such revised estimate.

                      (ii) Adjustment. Within ninety (90) days after the close
of each calendar year or as soon after such 90-day period as reasonably
practicable, Landlord shall deliver to Tenant a reasonably detailed statement of
Common Area Maintenance Costs for such calendar year, certified by Landlord or
its property manager, subject to Tenant's right to audit as hereinafter
provided. At that time, Landlord shall also deliver to Tenant a statement,
certified as correct by Landlord, of the adjustments to be made pursuant to
Paragraph 5.E.(i) above. If Landlord's statement shows that Tenant owes an
amount that is less than the estimated payments for such calendar year
previously made by Tenant, Tenant may offset such overpayment against Rent due
or remaining due under this Lease, or if no Rent remains due, Landlord shall
refund such excess to Tenant within thirty (30) days after delivery of the
statement. if such statement shows that Tenant owes an amount that is more than
the estimated payments for such calendar year previously made by Tenant, Tenant
shall pay the deficiency to Landlord within thirty (30) days after delivery of
the statement.

                      (iii) Last Year. If this Lease shall terminate on a day
other than the last day of a calendar year, the adjustment in Rent applicable to
the calendar year in which such termination shall occur shall be prorated on the
basis which the number of days from the commencement of such calendar year to
and including such termination date bears to three hundred sixty (360). The
termination of this Lease shall not affect the obligations of Landlord and
Tenant pursuant to Paragraph 5.E.(ii) to be performed after such termination.

                      (iv) Audit. Within one hundred eighty (180) days after
receipt of Landlord's statement of Common Area Maintenance Costs as provided in
Paragraph 5.E.(ii), Tenant or its designee, on not less than five (5) days,
prior written notice to Landlord, shall have the right to, at Tenant's sole cost
and expense, audit, examine and copy Landlord's books and records with respect
to the Common Area Maintenance Costs for the calendar year pertaining to the
year for which the Landlord's statement pertains. Landlord shall cooperate with
Tenant in any such examination of its books and records.

               F. Additional Rent. All monies required to be paid by Tenant
under this Lease, including, without limitation, the management fee described in
Paragraph 5.D, Tenant's share of Common Area Maintenance Costs pursuant to
Paragraph 5.E, Real Property Taxes and Impositions pursuant to Paragraph 15, and
the monthly cost of insurance premiums required pursuant to Paragraph 21.C shall
be deemed Additional Rent.

               G. Prorations. If the Rent Commencement Date is not the first
(1st) day of a month, or if the termination date of this Lease is not the last
day of a month, a prorated installment of Monthly Rent based on a 30-day month
shall be paid for the fractional month during which such date occurs or the
Lease terminates.

               H. Interest. Any amount of Rent or other charges provided for
under this Lease due and payable to Landlord which is not paid when due shall
bear interest at the Interest 



                                       13
<PAGE>   15

Rate from the date that is (i) five (5) days after the date such Rent is due
until such Rent is paid, or (ii) ten (10) days after Tenant receives written
notice from Landlord that any other charge provided for under this Lease (other
than Rent) is due and payable, until such other charge is paid.

        6. Late Payment Charges.

               Tenant acknowledges that late payment by Tenant to Landlord of
Rent and other charges provided for under this Lease will cause Landlord to
incur costs not contemplated by this Lease, the exact amount of such costs being
extremely difficult or impracticable to fix. Therefore, if any installment of
Rent or any other charge due from Tenant is not received by Landlord within five
(5) days after the date such Rent or other charge is due, Tenant shall pay to
Landlord an additional sum equal to five percent (50%) of the amount overdue as
a late charge for every month or portion thereof that the Rent or other charges
remain unpaid. The parties agree that this late charge represents a fair and
reasonable estimate of the costs that Landlord will incur by reason of the late
payment by Tenant.

        Initials:

        ---------------             --------------
        Landlord                    Tenant

        7. Security Deposit.

               Tenant shall deposit with Landlord upon the execution of this
Lease by Landlord and Tenant, the sum of Three Hundred Forty-One Thousand Six
Hundred Nineteen and 00/100ths Dollars ($341,619.00) as the "Security Deposit"
for the full and faithful performance of every provision of this Lease to be
performed by Tenant. At Tenant's option, the Security Deposit may be in the form
of an irrevocable standby letter of credit ("L-C").

               If Tenant defaults with respect to any provision of this Lease,
after the expiration of any applicable cure or grace periods expressly provided
for in this Lease, Landlord may apply all or any part of the Security Deposit
for the payment of any Rent or other sum in default, the repair of such damage
to the Premises or the payment of any other amount which Landlord may spend or
become obligated to spend by reason of Tenant's default or to compensate
Landlord for any other loss or damage which Landlord may suffer by reason of
Tenant's default to the full extent permitted by law. If any portion of a cash
Security Deposit is so applied, or any portion of an L-C posted as the Security
Deposit, if applicable, is drawn upon, by Landlord for such purposes, Tenant
shall either, within ten (10) days after written demand therefor, deposit cash
with Landlord in an amount sufficient to restore the Security Deposit to its
original, amount or deposit a replacement L-C with Landlord in the amount of the
original L-C. If Tenant is not otherwise in default, the Security Deposit or any
balance thereof shall be returned to Tenant within thirty (30) days of
termination of the Lease.



                                       14
<PAGE>   16

               If at any time Tenant elects to deposit an L-C as the Security
Deposit, the L-C shall be issued by a bank reasonably acceptable to Landlord,
shall be issued for a term of at least twelve (12) months and shall be in a form
and with such content reasonably acceptable to Landlord. Tenant shall either
replace the expiring L-C with an L-C in an amount equal to the original L-C or
renew the expiring L-C, in any event no later than thirty (30) days prior to the
expiration of the term of the L-C then in effect. If Tenant fails to deposit a
replacement L-C or renew the expiring L-C, Landlord shall have the right to draw
upon the expiring L-C for the full amount thereof. Drawing upon the L-C shall be
conditioned upon the presentation to the issuer of the L-C of a certified
statement executed by a general partner or officer of Landlord that (i) Tenant
is in default under the Lease and Landlord is exercising its right to draw upon
so much of the L-C as is necessary to cure Tenant's default, or (ii) Tenant has
not renewed or replaced an expiring L-C as required by this Lease and Landlord
is authorized to draw upon the L-C prior to its expiration. The L-C shall not be
mortgaged, assigned or encumbered in any manner whatsoever by Tenant without the
prior written consent of Landlord. The use, application or retention of the L-C,
or any portion thereof, by Landlord shall not prevent Landlord from exercising
any other right or remedy provided by this Lease or by law, it being intended
that Landlord shall not first be required to proceed against the L-C, and such
use, application or retention shall ,not operate as a limitation on any recovery
to which Landlord may otherwise be entitled.

        8. Holding Over.

               If Tenant remains in possession of all or any part of the
Premises after the expiration of the Term, with the express or implied consent
of Landlord, such tenancy shall be month-to-month only and shall not constitute
a renewal or extension for any further term. If Tenant remains in possession
either with or without Landlord's consent, Monthly Rent shall be increased to an
amount equal to one hundred fifty percent (150%) of the Monthly Rent payable
during the last month of the Term, and any other sums due under this Lease shall
be payable in the amount and at the times specified in this Lease. Such
month-to-month tenancy shall be subject to every other term, condition, and
covenant contained herein.

        9. Tenant Improvements.

               Landlord agrees to construct the Tenant Improvements pursuant to
the terms of Exhibit C.

        10. Condition of Premises.

               A. Capital Improvements. Prior to the Commencement Date, Landlord
shall complete the Capital Improvements in accordance with the terms of Exhibit
C. Landlord represents to Tenant that all Building systems, including plumbing
and electrical, and the Building's roof, shall be in good operating condition
upon the Commencement Date.

               B. Acceptance of Premises. Within ten (10) days after completion
of the Tenant Improvements, Tenant shall conduct a walk-through inspection of
the Premises with 



                                       15
<PAGE>   17

Landlord and complete a punch list of items needing additional work. Other than
the items specified in the punch list, if any, and subject to Landlord's
representations and warranties described below, by taking possession of the
Premises after completion of the Tenant Improvements, Tenant shall be deemed to
have accepted the Premises in good, clean and completed condition and repair,
subject to all applicable laws, codes and ordinances. Any damage to the Premises
caused by Tenant's move-in shall be repaired or corrected by Tenant, at its sole
cost and expense. Tenant acknowledges that neither Landlord nor Landlord's
Agents have made 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 Landlord's Agents agreed to undertake any
Alterations or construct any Improvements to the Premises except as expressly
provided in this Lease. If Tenant fails to submit a punch-list to Landlord
within such l0-day period, it shall be deemed that there are no Improvement
items needing additional work or repair. Landlord's contractor shall complete
all reasonable punch-list items within thirty (30) days after the walk-through
inspection or as soon as practicable thereafter. Upon completion of such
punch-list items, Tenant shall approve such completed items in writing to
Landlord. If Tenant fails to approve such items within fourteen (14) days of
completion, such items shall be deemed approved by Tenant.

        11. Use of the Premises and Common Area.

               A. Tenant's Use. Tenant shall use the Premises only for general
office, administration, research and development, and storage purposes, and such
other purposes as shall be specifically and formally approved by the City of
Redwood City, subject to Landlord's approval which shall not be unreasonably
withheld or delayed. Tenant shall not use the Premises or suffer or permit
anything to be done in or about the Premises which will in any way conflict with
any law, statute, zoning restriction, ordinance or governmental law, rule,
regulation or requirement of public authorities now in force or which may
hereafter be in force, relating to or affecting the condition, use or occupancy
of the Premises. Tenant shall not commit any public or private nuisance or any
other act or thing which might or would disturb the quiet enjoyment of any other
tenant of Landlord or any occupant of nearby property. Tenant shall place no
loads upon the floors, walls or ceilings in excess of the maximum designed load
determined by a licensed structural engineer or which endanger the structure;
nor place any harmful liquids in the drainage systems; nor dump or store waste
materials or refuse or allow waste materials or refuse to remain outside the
Building proper, except in the enclosed trash areas provided. Tenant shall not
store or permit to be stored or otherwise placed any other material of any
nature whatsoever outside the Building, except on a temporary basis.

               B. Hazardous Materials.

                      (i) Hazardous Materials Defined. As used herein, the term
"Hazardous Materials" shall mean any wastes, materials or substances (whether in
the form of liquids, solids or gases, and whether or not air-borne), which are
or are deemed to be (a) pollutants or contaminants, or which are or are deemed
to be hazardous, toxic, ignitable, reactive, corrosive, dangerous, harmful or
injurious, or which present a risk to public health or to 



                                       16
<PAGE>   18

the environment, or which are or may become regulated by or under the authority
of any applicable local, state or federal laws, judgments, ordinances, orders,
rules, regulations, codes or other governmental restrictions, guidelines or
requirements, any amendments or successors) thereto, replacements thereof or
publications promulgated pursuant thereto, including, without limitation, any
such items or substances which are or may become regulated by any of the
Environmental Laws (as hereinafter defined); (b) listed as a chemical known to
the State of California to cause cancer or reproductive toxicity pursuant to
Section 25249.8 of the California Health and Safety Code, Division 20, Chapter
6.6 (Safe Drinking Water and Toxic Enforcement Act of 1986); or (c) a pesticide,
petroleum, including crude oil or any fraction thereof, asbestos or any
asbestos-containing material, a polychlorinated biphenyl, radioactive material,
or urea formaldehyde.

                      (ii) Environmental Laws Defined. In addition to the laws
referred to in Paragraph 11.B.(i) above, the term "Environmental Laws" shall be
deemed to include, without limitation, 33 U.S.C. Section 1251 et seq., 42 U.S.C.
Section 6901 et seq., 42 U.S.C. Section 7401 et seq., 42 U.S.C. Section 9601 et
seq., and California Health and Safety Code Sections 25100 et seq., and 25300 et
seq., California Water Code, Section 13020 et seq., or any successors) thereto,
all local, state and federal laws, judgments, ordinances, orders, rules,
regulations, codes and other governmental restrictions, guidelines and
requirements, any amendments and successors thereto, replacements thereof and
publications promulgated pursuant thereto, which deal with or, otherwise in any
manner relate to, air or water quality, air emissions, soil or ground conditions
or other environmental matters of any kind.

                      (iii) Use of Hazardous Materials. Tenant agrees that
during the Term of this Lease, Tenant shall not use, or permit the use of, nor
store, generate, treat, manufacture or dispose of Hazardous Materials on, from
or under the Premises (individually and collectively, "Hazardous Use") except to
the extent that, and in accordance with such conditions as, Landlord may have
previously approved in writing in its sole and absolute discretion.
Notwithstanding the foregoing, Tenant shall be entitled to use and store only
those Hazardous Materials which are (a) set forth in a list prepared by Tenant
and approved in writing by Landlord, which shall be deemed given with respect to
the Approved Hazardous Materials (hereinafter defined), (b) necessary for
Tenant's business, but then only in the amounts and for the purposes previously
disclosed in writing to and approved in writing by Landlord, and (c) in full
compliance with Environmental Laws, and all judicial and administrative
decisions pertaining thereto. All Hazardous Materials approved in writing by
Landlord as provided in the preceding sentence shall collectively be referred to
as the "Approved Hazardous Materials". Within thirty (30) days after request by
Landlord, Tenant shall deliver to Landlord a list of the Approved Hazardous
Materials. Tenant shall not be entitled to install any tanks under, on or about
the Premises for the storage of Hazardous Materials without the express written
consent of Landlord, which may be given or withheld in Landlord's sole
discretion. For the purposes of this Paragraph 11.B.(iii), the term "Hazardous
Use" shall include Hazardous Use(s) on, from or under the Premises by Tenant,
any Subtenant occupying all or any portion-of the Premises during the Term, or
any of their directors, officers, employees, shareholders, partners, invitees,
agents, contractors or occupants (collectively, "Tenant's Parties"; provided,
however, that if Tenant's stock is publicly traded, the 



                                       17
<PAGE>   19

term "Tenant's Parties" shall not include any shareholder of Tenant who owns
less than ten percent (100%) of Tenant's common stock), whether known or unknown
to Tenant, occurring during the Term of this Lease. The term "Tenant's Parties"
shall not include any tenants of the Project other than Tenant, except that the
term "Tenant's Parties" shall include any Subtenant occupying all or any portion
of the Premises during the Term.

                      (iv) Hazardous Materials Report; When Required. Tenant
shall submit to Landlord a written report with respect to Hazardous Materials
("Report") in the form prescribed in Paragraph 11.B.(v) below on the following
dates:

                             (a) At any time within ten (10) days after written
request by Landlord, and

                             (b) At any time when there has been a violation of
any Environmental Law, or in connection with any proposed request for Landlord's
consent to any change in the list of Approved Hazardous Materials or for an
increase in the intensity of usage or storage of such Approved Hazardous
Materials.

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

                             (a) Whether on the date of the Report and (if
applicable) during the period since the last Report there has been any Hazardous
Use on, from or under the Premises, other than the use of Approved Hazardous
Materials.

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

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

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

                             (e) If there was such Hazardous Use, identification
of any operation or business plan prepared for any government agency with
respect to Hazardous Use.



                                       18
<PAGE>   20

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

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

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

                             (i) Such other pertinent information or documents
as are reasonably requested by Landlord in writing.

                      (vi) Release of Hazardous Materials: Notification and 
Cleanup.


                             (a) At any time during the Term, if Tenant knows or
believes that any release of any Hazardous Materials has come or will come to be
located upon, about or beneath the Premises, then Tenant shall immediately,
either prior to the release or following the discovery thereof by Tenant, give
verbal and follow-up written notice of that condition to Landlord.

                             (b) At its sole cost and expense, Tenant covenants
to investigate, clean up and otherwise remediate any release of Hazardous
Materials which has occurred during the Term and arose from any act or failure
to act of Tenant or any of Tenant's Parties. Such investigation, clean-up and
remediation shall be performed only after Tenant has obtained, if practicable,
Landlord's written consent, which shall not be unreasonably withheld; provided,
however, that Tenant shall be entitled to respond immediately to an emergency
without first obtaining Landlord's written consent. All clean-up and remediation
shall be done in compliance with Environmental Laws and to the reasonable
satisfaction of Landlord.

                             (c) Notwithstanding the foregoing, Landlord shall
have the right, but not the obligation, in Landlord's sole and absolute
discretion, exercisable by written notice to Tenant, to undertake within or
outside the Premises all or any portion of any reasonable investigation,
clean-up or remediation with respect to any Hazardous Use of such Hazardous
Materials by Tenant or any of Tenant's Parties (or, once having undertaken any
of such work, to cease same, in which case Tenant shall perform the work), all
at Tenant's sole cost and expense, which shall be paid by Tenant as Additional
Rent within ten (10) days after receipt of written 



                                       19
<PAGE>   21

request therefor by Landlord (and which Landlord may require to be paid prior to
commencement of any work by Landlord); provided, however, that Tenant's
obligation to pay for such work shall only be applicable if Tenant fails to
perform its obligations under this Paragraph 11 (including without limitation
the obligations described in Paragraph 11.13.(vi)(b)). No such work by Landlord
shall create any liability on the part of Landlord to Tenant or any other party
in connection with such Hazardous Use by Tenant or any of Tenant's Parties or
constitute an admission by Landlord of any responsibility with respect to such
Hazardous Use or Hazardous Materials.

                             (d) It is the express intention of the parties
hereto that Tenant shall be liable under this Paragraph 11.B.(vi) for any and
all conditions covered hereby which were or are caused or created by Tenant or
any of Tenant's Parties, whether occurring prior to, on, or after the
Commencement Date. Tenant shall not enter into any settlement agreement, consent
decree or other compromise with respect to any claims relating to any Hazardous
Materials in any way connected to the Premises without first (x) notifying
Landlord of Tenant's intention to do so and affording Landlord the opportunity
to participate in any such proceedings, and (y) obtaining Landlord's written
consent, which shall not be unreasonably withheld.

                      (vii) Inspection and Testing by Landlord. Landlord shall
have the right at all times during the Term of this Lease to (a) inspect the
Premises, as well as such of Tenant's books and records pertaining to the
Premises and the conduct of Tenant's business therein, and to (b) conduct tests
and investigations to determine whether Tenant is in compliance with the
provisions of this Paragraph 11.B. Except in case of emergency, Landlord shall
give reasonable notice to Tenant in accordance with Paragraph 19 before
conducting any inspections, tests, or investigations, shall provide Tenant with
a work plan describing any testing that shall be performed at the Premises, and
shall use reasonable efforts to minimize interference with the conduct of
Tenant's business at the Premises caused by any such inspections, tests, or
investigations. The cost of all such inspections, tests and investigations shall
be borne by Tenant. Neither any action nor inaction on the part of Landlord
pursuant to this Paragraph 11.B.(vii) shall be deemed in any way to release
Tenant from, or in any way modify or alter, Tenant's responsibilities,
obligations, and liabilities incurred pursuant to Paragraph 11.B hereof.

                      (viii) Tenant's Indemnity. Tenant shall indemnify, defend,
protect, hold harmless, and, at Landlord's option (with such attorneys as
Landlord may approve in advance and in writing), defend Landlord, Landlord's
Agents, and Landlord's officers, directors, shareholders, partners, employees,
contractors, property managers, agents and mortgagees and other lien holders,
from and against any and all Losses (as defined below) whenever such Losses
arise, from or related to: (a) any violation or alleged violation by Tenant or
any of Tenant's Parties of any of the requirements, ordinances, statutes,
regulations or other laws referred to in this Paragraph 11.B, including, without
limitation, the Environmental Laws, whether such violation or alleged violation
occurred prior to, on, or after the Commencement Date; (b) any breach of the
provisions of this Paragraph 11.B by Tenant or any of Tenant's Parties; or (c)
any Hazardous Use on, about or from the Premises by Tenant or any of Tenant's
Parties of any 



                                       20
<PAGE>   22

Hazardous Materials (whether or not approved by Landlord under this Lease),
whether such Hazardous Use occurred prior to, on, or after the Commencement
Date. The term "Losses" shall mean all claims, demands, expenses, actions,
judgments, damages (whether consequential, direct or indirect, known or unknown,
foreseen or unforeseen), penalties, fines, liabilities, losses of every kind and
nature (including, without limitation, property damage, diminution in value of
Landlord's interest in the Premises, damages for the loss of restriction on use
of any space or amenity within the Premises, damages arising from any adverse
impact on marketing space in the Premises, sums paid in settlement of claims and
any costs and expenses associated with injury, illness or death to or of any
person), suits, administrative proceedings, costs and fees, including, but not
limited to, attorneys, and consultants, fees and expenses, and the costs of
cleanup, remediation, removal and restoration, that are in any way related to
any matter covered by the foregoing indemnity.

                      (ix) Landlord's Indemnity. Landlord shall indemnify,
defend, protect, hold harmless, and, at Tenant's option (with such attorneys as
Tenant may approve in advance and in writing), defend Tenant, Tenant's agents,
and Tenant's officers, directors, shareholders, partners, employees,
contractors, property managers, agents and mortgagees and other lien holders,
from and against any and all Tenant Losses (as defined below) arising during the
Term from or related to the presence of Hazardous Materials brought onto the
Project by Landlord or Landlord's Agents. The term "Tenant Losses" shall mean
all claims, demands, expenses, actions, judgments, damages (whether
consequential, direct or indirect, known or unknown, foreseen or unforeseen),
penalties, fines, liabilities, losses of every kind and nature (including,
without limitation, property damage, sums paid in settlement of claims and any
costs and expenses associated with injury, illness or death to or of any
person), suits, administrative proceedings, costs and fees, including, but not
limited to, attorneys, and consultants' fees and expenses, and the costs of
cleanup, remediation, removal and restoration, that are in any way related to
any matter covered by the foregoing indemnity.

                      (x) Survival. The provisions of this Paragraph 11.B shall
survive the expiration or earlier termination of this Lease.

               C. Special Provisions Relating to The Americans With Disabilities
Act of 1990.

                      (i) Allocation of Responsibility to Landlord. As between
Landlord and Tenant, Landlord shall be responsible that the Common Area complies
with the requirements of Title III of the Americans with Disabilities Act of
1990 (42 U.S.C. 32181, et seq., The Provisions Governing Public Accommodations
and Services Operated by Private Entities), and all regulations promulgated
thereunder, and all amendments, revisions or modifications thereto now or
hereafter adopted or in effect in connection therewith (hereinafter collectively
referred to as the "ADA"), and to take such actions and make such alterations
and improvements as are necessary for such compliance; provided, however, that
to the extent such requirements arise from the construction of the Tenant
Improvements or any Alterations to the Premises made by or on behalf of Tenant,
then as between Landlord and Tenant, Tenant shall be responsible that the 



                                       21
<PAGE>   23

Common Area complies with the requirements of the ADA, and to take such actions
and make such alterations and improvements as are necessary for such compliance.

                      (ii) Allocation of Responsibility to Tenant. As between
Landlord and Tenant, Tenant, at its sole cost and expense, shall be responsible
that the Premises (and all modifications made by Tenant of access to the
Premises from the street), and all alterations and improvements in the Premises
(including without limitation the Tenant Improvements), and Tenant's use and
occupancy of the Premises, and Tenant's performance of its obligations under
this Lease, comply with the requirements of the ADA, and to take such actions
and make such alterations and improvements as are necessary for such compliance,
to the extent such requirements arise from Tenant's specific use of the
Premises, or the construction and use of the Tenant Improvements or any
Alterations to the Premises made by or on behalf of Tenant; provided, however,
that Tenant shall not make any such alterations or improvements except upon
Landlord's prior written consent (which shall not be unreasonably withheld)
pursuant to the terms and conditions of this Lease. If Tenant fails diligently
to take such actions or make such alterations or improvements as are necessary
for such compliance, Landlord may, but shall not be obligated to, take such
actions and make such alterations and improvements and may recover all of the
costs and expenses of such actions, alterations and improvements from Tenant as
Additional Rent.

                      (iii) General. Notwithstanding anything in this Lease
contained to the contrary, no act or omission of either party, including any
approval, consent or acceptance by it or its agents, employees or other
representatives, shall be deemed an agreement, acknowledgment, warranty, or
other representation by it that the other party has complied with the ADA as
provided under Paragraphs 11.C.(i) or 11.C.(ii) or that any action, alteration
or improvement by it complies or will comply with the ADA as provided under
Paragraphs 11.C.(i) or 11.(ii) or constitutes a waiver by it of the other
party's obligations to comply with the ADA under Paragraphs 11.C.(i) or
11.C.(ii) of this Lease or otherwise. Any failure of either party to comply with
its obligations of the ADA under Paragraphs 11.C.(i) or 11.C.(ii) shall not
relieve such party from any obligations under this Lease or in the case of
Landlord's failure to comply under Paragraph 11.C.(i), constitute or be
construed as a constructive or other eviction of Tenant or disturbance of
Tenant's use and possession of the Premises.

             D. Use and Maintenance of Common Area. Tenant and its employees and
invitees shall have the non-exclusive right to use the Common Area in common
with other persons during the Term of this Lease, subject to such reasonable
rules and regulations as may from time to time be deemed necessary or advisable
in Landlord's reasonable discretion for the proper and efficient operation and
maintenance of the Common Area. Such rules and regulations may include, among
other things, the hours during which the Common Area shall be open for use.
Landlord shall maintain and operate the Common Area in good condition, provided
that any damage thereto, other than normal wear and tear, occasioned by the act
of Tenant or its employees or invitees shall be paid by Tenant upon demand by
Landlord.



                                       22
<PAGE>   24
        12. Quiet Enjoyment.

               Landlord covenants that Tenant, upon performing the terms,
conditions and covenants of this Lease, shall have quiet and peaceful possession
of the Premises as against any person claiming the same by, through or under
Landlord.

        13. Alterations.

               After the Commencement Date, Tenant shall not make or permit any
Alterations in, on or about the Premises, except for nonstructural Alterations
(which shall not include any modifications to the mechanical or electrical
systems of the Building, nor any penetration of the Building's roof) not
exceeding Twenty-Five Thousand Dollars ($25,000.00) in cost during any period of
twelve (12) consecutive months, without the prior written consent of Landlord,
and according to plans and specifications approved in writing by Landlord, which
consent shall not be unreasonably withheld. Notwithstanding the foregoing Tenant
shall not, without the prior written consent of Landlord, make any:

                      (i)    Alterations to the exterior of the Building;

                      (ii)   Alterations to the roof of the Building; and

                      (iii) Alterations visible from outside the Building, to
which Landlord may withhold Landlord's consent on wholly aesthetic grounds.

             All Alterations shall be installed at Tenant's sole expense, in
compliance with all applicable laws, by a licensed contractor, shall be done in
a good and workmanlike manner conforming in quality and design with the Premises
existing as of the Commencement Date, and shall not diminish the value of either
the Building or the Premises. All Alterations made by Tenant shall be and become
the property of Landlord upon installation and shall not be deemed Tenant's
Personal Property; provided, however, that Landlord shall notify Tenant upon
Landlord's consent to such Alterations by Landlord (or if Landlord's consent is
not required, upon written request by Tenant) whether Tenant will be required to
remove, at Tenant's expense, such Alterations from the Premises at the
expiration or sooner termination of this Lease and to return the Premises to
their condition as of the Commencement Date of this Lease, normal wear and tear
excepted and subject to the provisions of Paragraph 23. With respect to any
Alterations as to which Landlords consent is not required, Landlord may require
Tenant to remove, at Tenant's expense, such Alterations from the Premises at the
expiration or earlier termination of this Lease; provided, that upon Tenant's
written request prior to making such Alterations, Landlord shall notify Tenant
whether Tenant will be so required to remove such Alterations from the Premises.
Notwithstanding any other provision of this Lease, Tenant shall be solely
responsible for the maintenance and repair of any and all Alterations made by it
to the Premises. Tenant shall give Landlord written notice of Tenant's intention
to perform work on the Premises at least ten (10),days prior to the commencement
of such work to enable Landlord to post and 



                                       23
<PAGE>   25

record a Notice of Nonresponsibility or other notice deemed proper before the
commencement of any such work.

        14. Surrender of the Premises.

               Upon the expiration or earlier termination of the Term, Tenant
shall surrender the Premises to Landlord in its condition existing as of the
Commencement Date, normal wear and tear and fire or other casualty excepted,
with all interior walls repaired if damaged, all broken, marred or nonconforming
acoustical ceiling tiles replaced, all windows washed, the plumbing and
electrical systems and lighting in good order and repair, including replacement
of any burned out or broken light bulbs or ballasts, the HVAC equipment serviced
and repaired by a reputable and licensed service firm, and all floors cleaned,
all to the reasonable satisfaction of Landlord; provided, however, that if
Landlord elects to demolish the Building at the expiration of the Term, Tenant
shall not be required to repair or restore the Building as otherwise provided
herein. Tenant shall remove from the Premises all of Tenant's Alterations
required to be removed pursuant to Paragraph 13, and all Tenant's Personal
Property, and repair any damage and perform any restoration work caused by such
removal. If Tenant fails to remove such Alterations and Tenant's Personal
Property, and such failure continues after the expiration or earlier termination
of this Lease, Landlord may retain such Alterations and Tenant's Property and
all rights of Tenant with respect to it shall cease, or Landlord may place all
or any portion of such Alterations and Tenant's Property in public storage for
Tenant's account. Tenant shall be liable to Landlord for costs of removal of any
such Alterations and Tenant's Personal Property and storage and transportation
costs of same, and the cost of repairing and restoring the Premises, together
with interest at the Interest Rate from the date of expenditure by Landlord. If
the Premises are not so surrendered at the expiration or earlier termination of
this Lease, Tenant shall indemnify Landlord and Landlord's Agents against all
loss or liability, including reasonable attorneys, fees and costs, resulting
from delay by Tenant in so surrendering the Premises.

               Normal wear and tear, for the purposes of this Lease, shall be
construed to mean wear and tear caused to the Premises by a natural aging
process which occurs in spite of prudent application of reasonable standards for
maintenance, repair and janitorial practices. It is not intended, nor shall it
be construed, to include items of neglected or deferred maintenance which would
have or should have been attended to during the Term of the Lease if reasonable
standards had been applied to properly maintain and keep the Premises at all
times in good condition and repair.

        15. Impositions and Real Property Taxes.

               A. Payment by Tenant. Tenant shall pay all Impositions prior to
delinquency. If billed directly, Tenant shall pay such Impositions and
concurrently present to Landlord satisfactory evidence of such payments. If any
Impositions are billed to Landlord or included in bills to Landlord for Real
Property Taxes, then Tenant shall pay to Landlord all such amounts within
fifteen (15) days after receipt of Landlord's invoice therefor. If applicable
law prohibits Tenant from reimbursing Landlord for an Imposition, but Landlord
may lawfully increase the Monthly Rent to account for Landlord's payment of such
Imposition, the Monthly Rent payable 



                                       24
<PAGE>   26

to Landlord shall be increased so that the amount of such increased Monthly
Rent, together with any accompanying increases in the Real Property Taxes
payable by Tenant with respect to such Imposition, are sufficient to net to
Landlord the same return without reimbursement of such Imposition as would have
been received by Landlord with reimbursement of such Imposition. In addition, on
or before April 10 and December 10 of each year of the Term, Tenant shall pay
directly to the San Mateo County assessor the Real Property Taxes for the
Premises as set forth on the assessor's tax bill for the Premises. If, however,
the Premises are not a separate parcel for tax purposes but constitute a portion
of a larger tax parcel or parcels, the Real Property Taxes payable by Tenant
under this Lease shall be a percentage of the Real Property Taxes payable for
such parcel or parcels, which percentage shall be determined by dividing the
Rentable Area of the Premises by the total Rentable Area of all buildings on
such parcel or parcels and multiplying the result by 100, which Real Property
Taxes shall be payable by Tenant to Landlord monthly as part of the Common Area
Maintenance Costs. Promptly following payment of the Real Property Taxes, Tenant
shall provide Landlord with copies of paid receipts or other documentary
evidence that the Real Property Taxes have been paid by Tenant. If Tenant fails
to pay the Real Property Taxes on or before April 10 and December 10,
respectively, or if Tenant fails to pay its share of Real Property Taxes as part
of the Common Area Maintenance Costs, Tenant shall pay to Landlord any penalty
incurred by such late payment. In addition, Tenant shall pay any Real Property
Tax not included within the county tax assessor's tax bill within ten (10) days
after being billed for same by Landlord. The foregoing dates are based on the
dates established by the county as the dates on which Real Property Taxes become
delinquent if not paid. If such delinquency dates change, the dates on which
Tenant must pay the Real Property Taxes for the Premises shall be at least ten
(10) days prior to the new delinquency dates. Assessments, taxes, fees, levies
and charges may be imposed by governmental agencies for such purposes as fire
protection, street, sidewalk, road, utility construction and maintenance, refuse
removal and for other governmental services which may formerly have been
provided without charge to property owners or occupants. It is the intention of
the parties that all new and increased assessments, taxes, fees, levies and
charges are to be included within the definition of Real Property Taxes for the
purposes of this Lease.

             B. Taxes on Tenant Improvements and Personal Property. Tenant shall
pay any increase in Real Property Taxes resulting from any and all Alterations
and Tenant Improvements of any kind whatsoever placed in, on or about the
Premises for the benefit of, at the request of, or by Tenant. Tenant shall pay
prior to delinquency all taxes assessed or levied against Tenant's Personal
Property in, on or about the Premises or elsewhere. When possible, Tenant shall
cause its Personal Property to be assessed and billed separately from the
Premises and the real property or Personal Property of Landlord.

               C. Proration. Tenant's liability to pay Real Property Taxes shall
be prorated on the basis of a 360-day year to account for any fractional portion
of a fiscal tax year included at the commencement or expiration of the Term.
With respect to any assessments which may be levied against or upon the Premises
or on all or any portion of the Project, or which under the laws then in force
may be evidenced by improvements or' other bonds or may be paid in annual
installments, only the amount of such annual installment (with appropriate
proration for any 



                                       25
<PAGE>   27

partial year) and interest due thereon shall be included within the computation
of the annual Real Property Taxes levied against the Premises or such portion of
the Project, as applicable.

        16. Utilities and Services.

               Tenant shall be responsible for and shall pay promptly all
charges for water, gas, electricity, telephone, refuse pickup, janitorial
service and all other utilities, materials and services furnished directly to or
used by Tenant in, on or about the Premises during the Term, together with any
taxes thereon. If any utility, material or service is not separately charged or
metered to any portion of the Premises, Tenant shall pay to Landlord, within ten
(10) days after written demand therefor, Tenant's pro rata share of the total
cost thereof as may be determined by Landlord. Landlord shall not be liable in
damages or otherwise for any failure or interruption of any utility service or
other service furnished to the Premises, except that resulting from the gross
negligence or willful misconduct of Landlord.

        17. Repair and Maintenance.

               A. Landlord's Obligations. Landlord shall keep in good order,
condition and repair the structural parts of the Building, which structural
parts include only the foundation, subflooring, exterior walls (excluding the
interior of all walls and the exterior and interior of all windows, doors,
ceilings, and plate glass), and the roof structure of the Building (but not the
roof membrane), all unexposed plumbing and electrical facilities, and all
gutters and downspouts, except for any damage thereto caused by the negligence
or willful acts or omissions of Tenant or of Tenant's agents, employees or
invitees, or by reason of the failure of Tenant to perform or comply with any
terms of this Lease, or caused by Alterations made by Tenant or by Tenant's
agents, employees or contractors. In addition, Landlord shall perform any
alterations, additions or improvements required to be made to the Building in
order to comply with applicable laws, ordinances, rules, regulations and orders
that become effective after the date of this Lease, and all capital improvements
required to be made in connection with the operation, maintenance and repair of
the Building; provided, however, in accordance with Paragraph 5.E, any and all
costs and expenses incurred by Landlord in performing any such alterations,
additions, improvements or capital improvements, together with interest at the
Interest Rate, shall be amortized over the useful life of the alteration,
addition, improvement or capital improvement in question and included in Common
Area Maintenance Costs for each year over which such costs are amortized. It is
an express condition precedent to all obligations of Landlord to repair and
maintain that Tenant shall have notified Landlord of the need for such repairs
or maintenance. Tenant waives the provisions of Sections 1941 and 1942 of the
California Civil Code and any similar or successor law regarding Tenant's right
to make repairs and deduct the expenses of such repairs from the Rent due under
this Lease.

               Landlord shall keep in good order, condition, repair and
maintenance the Building's HVAC system and roof, and shall maintain an HVAC
system preventive maintenance service contract from a qualified vendor for the
purpose of maintaining the Building's HVAC system, and a roof maintenance
service contract from a qualified vendor for the purpose of maintaining the
Building's roof. Landlord shall determine in its sole discretion whether any
such 



                                       26

<PAGE>   28

vendor is qualified. Any and all costs of any maintenance or minor repair of the
HVAC system or the roof (including without limitation the cost of maintaining
HVAC system preventative maintenance contracts and roof maintenance service
contracts) shall be included in the Common Area Maintenance Costs payable solely
by Tenant for the year in which such cost is incurred. Any and all costs of any
replacement or major repair of the HVAC system or the roof, together with
interest at the Interest Rate, shall be amortized on a straight-line basis over
the useful life of the item replaced or repaired (as determined by Landlord in
its sole discretion) (collectively, the "Useful Life"), and the entire amount of
such amortized costs and interest allocable to each month, multiplied by
Tenant's Building Share, shall be included in the monthly Common Area
Maintenance Costs payable solely by Tenant during the entire period over which
such costs are amortized, until Tenant has paid to Landlord that proportion of
the total amount of such amortized costs equal to (a) the number of months
remaining during the Term as of the date such replacement or major repair was
completed, divided by (b) the number of months of the Useful Life, multiplied by
(c) Tenant's Building Share; provided that in no event shall such proportion
exceed one hundred percent (100%). Repairs to the HVAC system or the roof shall
be deemed to be "minor" if the total aggregate cost of such repairs is less than
or equal to Ten Thousand Dollars ($10,000.00), and shall be deemed to be "major"
if the total aggregate cost of such repairs exceeds Ten Thousand Dollars
($10,000.00). For the purposes of example only and not by way of limitation, if
a replacement of part of the HVAC system is completed twenty-five (25) months
before the end of the Term, at a cost of Twenty Thousand Dollars ($20,000.00),
and the Useful Life of such replaced part of the HVAC system is fifty (50)
months, then (a) the cost of such replacement shall be amortized at the rate of
Four Hundred Dollars ($400.00) per month, with interest at the Interest Rate,
and (b) the amount to be included in the monthly Common Area Maintenance Costs
payable solely by Tenant for the balance of the Term shall equal Four Hundred
Dollars ($400.00), with interest at the Interest Rate, until Tenant has paid to
Landlord a total aggregate amount of Three Thousand Dollars ($3,000.00),
together with interest at the Interest Rate, towards such amortized costs (i.e.,
Twenty Thousand Dollars ($20,000.00) multiplied by (Twenty-Five (25) Months
divided by Fifty (50) Months), multiplied by Tenant's Building Share).

               It is the express intent of the parties that except as
specifically-set forth in this Paragraph 17.A, Landlord shall have no obligation
whatsoever to incur any costs or expenses whatsoever with respect to the repair,
operation, and maintenance of the Building, and that Tenant shall be responsible
for all costs and expenses arising from the repair, operation, and maintenance
of the Building except those costs and expenses specifically described in this
Paragraph 17.A.

               B. Tenant's Obligations. Tenant shall at all times and at its
sole cost and expense clean, keep and maintain in good order, condition and
repair (and replace, if necessary) every part of the Premises which is not
within Landlord's obligation pursuant to Paragraph 17.A. Tenant's repair and
maintenance obligations shall include without limitation all exposed plumbing
and electrical facilities within the Premises, fixtures, interior walls and
ceiling, floors, windows, window frames, doors, entrances, plate glass,
showcases, skylights, all lighting fixtures, lamps, fans and any exhaust
equipment and systems, all mechanical systems (but not the 



                                       27
<PAGE>   29

HVAC system), any automatic fire extinguisher equipment within the Building, all
security systems and alarms, all electrical motors and all other appliances and
equipment of every kind and nature located in, upon or about the Building or the
Premises. Tenant shall also be responsible for all pest control within the
Premises.

               C. Conditions Applicable to Repairs. All repairs, replacements
and reconstruction made by or on behalf of Tenant or any person claiming through
or under Tenant shall be made and performed (i) at Tenant's sole cost and
expense, in a good and workmanlike manner and at such time and in such manner as
Landlord may reasonably designate, (ii) by contractors approved in advance by
Landlord, (iii) so that the repairs, replacements or reconstruction shall be at
least equal in quality, value and utility to the original work or installation,
(iv) in accordance with such reasonable requirements as Landlord may impose with
respect to insurance and bonds to be obtained by Tenant in connection with the
proposed work, and (v) in accordance with any rules and regulations for the
Building as may be adopted by Landlord from time to time and in accordance with
all applicable laws and regulations of governmental authorities having
jurisdiction over the Premises.

               D. Landlord's Rights. If Tenant fails to perform Tenant's
obligations under Paragraph 17.B, Landlord may in its sole discretion give
Tenant notice of such work as is reasonably required to fulfill such
obligations. If Tenant fails to commence the work within thirty (30) days after
receipt of such notice and diligently prosecute the work to completion, then
Landlord shall have the right (but not the obligation) to do such acts or expend
such funds at the expense of Tenant as are reasonably required to perform such
work. Any amount so expended by Landlord shall be paid by Tenant to Landlord
promptly after demand with interest at the Interest Rate. Landlord shall have no
liability to Tenant for any damage to, or interference with Tenant's use of, the
Premises, or inconvenience to Tenant as a result of performing any such work.

               E. Compliance with Governmental Regulations. Tenant shall, at its
sole cost and expense, comply with, including the making by Tenant of any
Alteration to the Premises, all present and future regulations, rules, laws,
ordinances, and requirements of all governmental authorities (including, without
limitation state, municipal, county and federal governments and their
departments, bureaus, boards and officials) arising from Tenant's use or
occupancy of, or applicable to, the Premises, or in connection with Tenant's
enjoyment of the Premises, or the construction and use of the Tenant
Improvements or any Alterations to the Premises made by or on behalf of Tenant.
Notwithstanding the foregoing, Landlord, and not Tenant, shall be obligated to
make any Alterations to the structural parts of the Building maintained by
Landlord pursuant to Paragraph 17.A that are required to comply with any present
and future regulations, rules, laws, ordinances, and governmental requirements
unless such Alterations to the structural parts of the Building are required
solely as a result of any other Alterations to the Building made by Tenant
during the Term of this Lease, in which case Tenant shall reimburse Landlord for
the cost of any such Alterations to the structural parts of the Building that
are required to comply with regulations, rules, laws, ordinances and
governmental requirements.




                                       28
<PAGE>   30

        18. Liens.

               Tenant shall keep the Building and the Premises free from any
liens arising out of any work performed, materials furnished or obligations
incurred by or on behalf of Tenant and hereby agrees to indemnify, defend,
protect and hold Landlord and Landlord's Agents harmless from and against any
and all loss, claim, damage, liability, cost and expense, including attorneys'
fees and costs, in connection with or arising out of any such lien or claim of
lien. Tenant shall cause any such lien imposed to be released of record by
payment or posting of a proper bond acceptable to Landlord within ten (10) days
after written request by Landlord. Tenant shall give Landlord written notice of
Tenant's intention to perform work on the Premises which might result in any
claim of lien at least ten (10) days prior to the commencement of such work to
enable Landlord to post and record a Notice of Nonresponsibility or any such
other notice(s) as Landlord may deem appropriate. If Tenant fails to so remove
any such lien within the prescribed ten 10-day period, then Landlord may do so
at Tenant's expense and Tenant shall reimburse Landlord for such amounts upon
demand. Such reimbursement shall include all costs incurred by Landlord
including Landlord's reasonable attorneys' fees with interest thereon at the
Interest Rate.

        19. Landlord's Right to Enter the Premises.

               Tenant shall permit Landlord and Landlord's Agents to enter the
Premises at all reasonable times with reasonable notice, except for emergencies
in which case no notice shall be required, to inspect the same, to post Notices
of Nonresponsibility and similar notices, and real estate "For Sale" signs, to
show the Premises to interested parties such as prospective lenders and
purchasers, to make necessary repairs, to discharge Tenant's obligations
hereunder when Tenant has failed to do so within a reasonable time after written
notice from Landlord, and at any reasonable time within one hundred and eighty
(180) days prior to the expiration of the Term, to place upon the Building
ordinary "For Lease" signs and to show the Premises to prospective tenants. The
above rights are subject to reasonable security regulations of Tenant, and to
the requirement that Landlord shall at all times act in a manner to cause the
least possible interference with Tenant's business.

        20. Signs.

               Subject to Tenant obtaining all necessary approvals from the City
of Redwood City and subject to Landlord's review and approval of plans and
specifications for any proposed signage, which approval may be withheld in
Landlord's reasonable discretion, Tenant shall have the right to install
identification signage with its corporate name and logo on the exterior of the
Building near the entrance to the Premises, so long as such signage complies
with Landlord's Project sign program. Landlord shall not construct any wing-wall
at the end of the Building at which the entrance to the Premises is located.
Tenant shall have no right to maintain any Tenant identification sign in any
other location in, on or about the Building or the Premises and shall not
display or erect any other Tenant identification sign, display or other
advertising material that is visible from the exterior of the Building. Any
changes to the size, design, color or other physical aspects of Tenant's
identification sign(s) shall be subject to the Landlord's prior written



                                       29
<PAGE>   31

approval, which shall not be unreasonably withheld, and any appropriate
municipal or other governmental approvals. The cost of Tenant's sign(s) and
their installation, maintenance and removal shall be Tenant's sole cost and
expense. If Tenant fails to maintain its sign(s), or, if Tenant fails to remove
its sign(s) upon termination of this Lease, Landlord may do so at Tenant's
expense and the amounts expended by Landlord in doing so shall be payable by
Tenant to Landlord as Additional Rent within ten (10) days after Landlord has
delivered written notice to Tenant demanding payment of such amount.
          
          21. Insurance.

               A. Indemnification.

                      (i) Tenant hereby agrees to defend, indemnify, protect and
hold harmless Landlord and Landlord's Agents from and against any and all
damage, loss, cost, claim, liability or expense including reasonable attorneys,
fees and legal costs, suffered directly or by reason of any claim, suit or
judgment brought by or in favor of any person or persons for damage, loss or
expense due to, but not limited to, bodily injury and property damage sustained
by such person or persons which arises out of, is occasioned by or is in any way
attributable to the use or occupancy of the Premises or any part thereof and
adjacent areas by Tenant, the acts or omissions of the Tenant, its agents,
employees or any contractors brought onto the Premises by Tenant, except to the
extent caused by the gross negligence or willful misconduct of Landlord or
Landlord's Agents. Tenant agrees that the obligations assumed herein shall
survive this Lease. Tenant's obligations under this Paragraph 21.A.(i) are
subject to the following conditions: (i) Tenant is promptly notified in writing
of any such claim(s); (ii) Tenant shall have the right to control the defense of
such claim(s) and any settlement negotiations, provided, however, that no action
may be taken by Tenant which may materially and adversely affect Landlord's
rights or obligations without Landlord's consent; and (iii) Landlord shall
cooperate with Tenant in the defense and/or settlement of such claim(s).
Notwithstanding the foregoing, Landlord shall have the right, in its sole
discretion, but without being required to do so, to defend, adjust, settle or
compromise any claim, obligation, debt, demand, suit or judgment against
Landlord arising out of or in connection with the matters covered by the
foregoing indemnity and, in such event, Tenant shall reimburse Landlord for all
reasonable charges and expenses incurred by Landlord in connection therewith,
including reasonable attorneys, fees; provided, however, that Landlord shall not
undertake any unilateral action or settlement so long as Tenant or an insurance
company, at its or their sole expense, is contesting in good faith, diligently
and with continuity such claim, action, obligation, demand or suit, and so long
as such claim, action, obligation, demand or suit does not have or threaten to
have a material adverse impact on Landlord's assets, reputation or business
affairs.

                      (ii) Landlord hereby agrees to defend, indemnify, protect
and hold harmless Tenant from and against any and all damage, loss, cost, claim,
liability or expense,. including reasonable attorneys, fees and legal costs,
suffered directly or by reason of any claim, suit or judgment brought by or in
favor of any person or persons for damage, loss or expense due to, but not
limited to, bodily injury and property damage sustained by such person or
persons 



                                       30
<PAGE>   32

which arises out of, is occasioned by or is in any way attributable to the acts
or omissions of Landlord, Landlord's Agents, or any contractors brought onto the
Premises by Landlord, except to the extent caused by the gross negligence or
willful misconduct of Tenant, its agents, employees or contractors. Landlord
agrees that the obligations assumed herein shall survive this Lease. Landlord's
obligations under this Paragraph 21.A.(ii) are subject to the following
conditions: (i) Landlord is promptly notified in writing of any such claim(s);
(ii) Landlord shall have the right to control the defense of such claim(s) and
any settlement negotiations, provided, however, that no action may be taken by
Landlord which may materially and adversely affect Tenant's rights or
obligations without Tenant's consent; and (iii) Tenant shall cooperate with
Landlord in the defense and/or settlement of such claim(s). Notwithstanding the
foregoing, Tenant shall have the right, in its sole discretion, but without
being required to do so, to defend, adjust, settle or compromise any claim,
obligation, debt, demand, suit or judgment against Tenant arising out of or in
connection with the matters covered by the foregoing indemnity and, in such
event, Landlord shall reimburse Tenant for all reasonable charges and expenses
incurred by Tenant in connection therewith, including reasonable attorneys'
fees; provided, however, that Tenant shall not undertake any unilateral action
or settlement so long as Landlord or an insurance company, at its or their sole
expense, is contesting in good faith, diligently and with continuity such claim,
action, obligation, demand or suit, and so long as such claim, action,
obligation, demand or suit does not have or threaten to have a material adverse
impact on Tenant's assets, reputation or business affairs.

               B. Tenant's Insurance. Tenant agrees to maintain in full force
and effect at all times during the Term, at its sole cost and expense, for the
protection of Tenant and Landlord, as their interests may appear, policies of
insurance issued by a responsible carrier or carriers acceptable to Landlord
which afford the following coverages:

                      (i) Commercial general liability insurance in an amount
not less than Three Million and 00/100ths Dollars ($3,000,000.00) combined
single limit for both bodily injury and property damage which includes blanket
contractual liability broad form property damage, personal injury, completed
operations, and products liability, which policy shall name Landlord and
Landlord's Agents as additional insureds and shall contain a provision that "the
insurance provided Landlord hereunder shall be primary and non-contributing with
any other insurance available to Landlord with respect to any damage, loss,
liability or expense covered by Tenant's indemnity obligations under Paragraph
21.A.(i) of the Lease."

                      (ii) Causes of loss-special form property insurance
(including, without limitation, vandalism, malicious mischief, inflation
endorsement, and sprinkler leakage endorsement) on Tenant's Personal Property
located on or in the Premises. Such insurance shall be in the full amount of the
replacement cost, as the same may from time to time increase as a result of
inflation or otherwise. As long as this Lease is in effect, the proceeds of such
policy shall be used for the repair and replacement of such items so insured.
Landlord shall have no interest in the insurance proceeds on Tenant's Personal
Property. Notwithstanding the foregoing, Tenant shall have the right, at its
election, to self-insure with respect to any loss or damage to Tenant's Personal
Property.



                                       31
<PAGE>   33

                      (iii) Boiler and machinery insurance, including steam
pipes, pressure pipes, condensation return pipes and other pressure vessels and
HVAC equipment, including miscellaneous electrical apparatus, in an amount
satisfactory to Landlord.

                      (iv) Workers compensation insurance in the manner and to
the extent required by applicable law and with limits of liability not less than
the minimum required under applicable law, covering all employees of Tenant
having any duties or responsibilities in or about the Premises.

               C. Premises Insurance. During the Term Landlord shall maintain
causes of loss-special form property insurance (including inflation endorsement,
sprinkler leakage endorsement, and, at Landlord's option, earthquake and flood
coverage) on the Building, excluding coverage of all Tenant's Personal Property
located on or in the Premises, but including the Tenant Improvements. Such
insurance shall also include insurance against loss of rents, including, at
Landlord's option, coverage for earthquake and flood, in' an amount equal to the
Monthly Rent and Additional Rent, and any other sums payable under the Lease,
for a period of at least twelve (12) months commencing on the date of loss. Such
insurance shall name Landlord and Landlord's Agents as named insureds and
include a lender's loss payable endorsement in favor of Landlord's lender (Form
438 BFU Endorsement). Tenant shall reimburse Landlord monthly, as Additional
Rent, for Tenant's Building Share of one-twelfth (12th) of the annual cost of
such insurance on the first day of each calendar month of the Term, prorated for
any partial month, or on such other periodic basis as Landlord shall elect. If
the insurance premiums are increased after the Commencement Date for any reason,
including without limitation due to an increase in the value of the Building or
its replacement cost, or due to Tenant's use of the Premises or any improvements
installed by Tenant, Tenant shall pay for Tenant's Building Share of such
increase within ten (10) days of notice of such increase. Landlord may, in its
sole discretion, maintain the insurance coverage described in this Paragraph
21.C as part of an umbrella insurance policy covering other properties owned by
Landlord.

               D. Increased Coverage. Upon demand, Tenant shall provide
Landlord, at Tenant's expense, with such reasonable increased amount of existing
insurance, and such other insurance as Landlord or Landlord's lender may
reasonably require to afford Landlord and Landlord's lender adequate protection;
provided, however, that Tenant shall not be required under this Paragraph 21.D
to increase the amount of its existing insurance more frequently than once
during each calendar year, and shall not be required under this Paragraph 21.D
to provide additional insurance coverage more frequently than once during each
calendar year.

               E. Failure to Maintain. If Tenant fails to maintain any insurance
coverage that Tenant is required to maintain under this Paragraph 21, and
Landlord incurs any liability to its insurance carrier arising out of Tenant's
failure to so maintain such insurance coverage, then any and all loss or damage
Landlord shall sustain by reason thereof, including attorneys' fees and costs,
shall be borne by Tenant and shall be immediately paid by Tenant upon its
receipt of a bill therefor and evidence of such loss. Nothing contained in this
Paragraph 21.E shall be deemed to 



                                       32
<PAGE>   34

limit or affect any other remedies or rights available to Landlord under this
Lease that arise from Tenant's failure to so maintain such insurance coverage.

               F. Insurance Requirements. All insurance shall be in a form
satisfactory to Landlord and shall be carried in companies that have a general
policy holder's rating of not less than "All and a financial rating of not less
than Class "X" in the most current edition of Best's Insurance Reports; and
shall provide that such policies shall not be subject to material alteration or
cancellation except after at least thirty (30) days' prior written notice to
Landlord. The policy or policies, or duly executed certificates for them,
together with satisfactory evidence of payment of the premiums thereon shall be
deposited with Landlord prior to the Commencement Date, and upon renewal of such
policies, not less than thirty (30) days prior to the expiration of the term of
such coverage. If Tenant fails to procure and maintain the insurance it is
required to maintain under this Paragraph 21, Landlord may, but shall not be
required to, order such insurance at Tenant's expense and Tenant shall reimburse
Landlord therefor. Such reimbursement shall include all costs incurred by
Landlord in obtaining such insurance including Landlord's reasonable attorneys,
fees, with interest thereon at the Interest Rate.

               G. Landlord's Disclaimer. Landlord and Landlord's Agents shall
not be liable for any loss or damage to persons or property resulting from fire,
explosion, falling plaster, glass, tile or sheetrock, steam, gas, electricity,
water or rain which may leak from any part of the Building or from the pipes,
appliances or plumbing works therein or from the roof, street or subsurface, or
from any other cause whatsoever, including loss or reduction in utilities,
except to the extent caused by the gross negligence or willful misconduct of
Landlord. Landlord and Landlord's Agents shall not be liable for any latent
defect in the Premises; provided, however, that notwithstanding the foregoing,
Landlord warrants to Tenant that the Improvements shall be free from defects for
the first twelve (12) months of the Term. Tenant shall give prompt written
notice to Landlord in case of a casualty or accident occurring, or any repair
needed, in the Premises.

        22. Waiver of Subrogation.

               Landlord and Tenant each hereby waive all rights of recovery
against the other on account of loss or damage occasioned by such waiving party
to its property or the property of others under its control, to the extent that
such loss or damage would be covered by any causes of loss-special form policy
of insurance or its equivalent. Tenant and Landlord shall, upon obtaining
policies of insurance required hereunder, give notice to the insurance carrier
that the foregoing mutual waiver of subrogation is contained in this Lease and
Tenant and Landlord shall cause each insurance policy obtained by such party to
provide that the insurance company waives all right of recovery by way of
subrogation against either Landlord or Tenant in connection with any damage
covered by such policy.



                                       33
<PAGE>   35
        23. Damage or Destruction.

               A. Landlord's Obligation to Rebuild. If all or any part of the
Building is damaged or destroyed, Landlord shall promptly and diligently repair
the same unless it has the right to terminate this Lease as provided herein and
it elects to so terminate.

               B. Right to Terminate. Landlord shall have the right to terminate
this Lease in the event any of the following events occur:

                      (i) Insurance proceeds from the insurance Landlord is
required to carry pursuant to Paragraph 21.C are not available to pay one
hundred percent (100%) of the cost of such repair, excluding the deductible for
which Tenant shall be responsible;

                      (ii) The Building cannot, with reasonable diligence, be
fully repaired by Landlord within one hundred eighty (180) days after the date
of the damage or destruction; or

                      (iii) The Building cannot be safely repaired because of
the presence of hazardous factors, including, but not limited to, earthquake
faults, radiation, Hazardous Materials and other similar dangers.

               If Landlord elects to terminate this Lease, Landlord may give
Tenant written notice of its election to terminate within thirty (30) days after
such damage or destruction, and this Lease shall terminate fifteen (15) days
after the date Tenant receives such notice and both Landlord and Tenant shall be
released of all further liability under this Lease (except to the extent any
provision of this Lease expressly survives termination). If Landlord elects not
to terminate the Lease, subject to Tenant's termination right set forth below,
Landlord shall promptly commence the process of obtaining necessary permits and
approvals and repair of the Building as soon as practicable, and this Lease will
continue in full force and affect. All insurance proceeds from insurance under
Paragraph 21, excluding proceeds for Tenant's Personal Property, shall be
disbursed and paid to Landlord. Tenant shall be required to pay to Landlord the
amount of any deductibles payable in connection with any insured casualties,
unless the casualty was caused by the sole negligence or willful misconduct of
Landlord.

               Tenant shall have the right to terminate this Lease if the
Building cannot, with reasonable diligence, be fully repaired within two hundred
seventy (270) days from the date of damage or destruction. The determination of
the estimated repair periods in this Paragraph 23 shall be made by an
independent, licensed contractor or engineer within thirty (30) days after such
damage or destruction. Landlord shall deliver written notice of the repair
period to Tenant after such determination has been made and Tenant shall
exercise its right to terminate this Lease, if at all, within ten (10) days of
receipt of such notice from Landlord. Upon such termination both Landlord and
Tenant shall be released of all further liability under this Lease (except to
the extent any provision of this Lease expressly survives termination).




                                       34
<PAGE>   36

               C. Limited Obligation to Repair. Landlord's obligation, should it
elect or be obligated to repair or rebuild, shall be limited to the basic
Building and the Tenant Improvements and shall not include any Alterations made
by Tenant.

               D. Abatement of Rent. Rent shall be temporarily abated
proportionately, during any period when, by reason of such damage or destruction
there is substantial interference with Tenant's use of the Premises, having
regard to the extent to which Tenant may be required to discontinue Tenant's use
of the Premises. Such abatement of Rent shall be proportional to the extent of
such interference with Tenant's use of the Premises reasonably attributable to
such damage or destruction (with the extent of such interference to be
reasonably determined by the mutual agreement of Landlord and Tenant), and shall
commence upon such damage or destruction and end upon substantial completion by
Landlord of the repair or reconstruction which Landlord is obligated or
undertakes to perform. Tenant shall not be entitled to any compensation or
damages from Landlord for loss of the use of the Premises, damage to Tenant's
Personal Property or any inconvenience occasioned by such damage, repair or
restoration. Tenant hereby waives the provisions of Section 1932, Subdivision 2,
and Section 1933, Subdivision 4, of the California Civil Code, and the
provisions of any similar law hereinafter enacted.

               E. Damage Near End of Term. Anything herein to the contrary
notwithstanding, if the Building is destroyed or materially damaged during the
last twelve (12) months of the Term, then either Landlord or Tenant may, at its
option, cancel and terminate this Lease as of the date of the occurrence of such
damage, by delivery of written notice to the other party and, in such event,
upon such termination both Landlord and Tenant shall be released of all further
liability under this Lease (except to the extent any provision of this Lease
expressly survives termination). If neither Landlord nor Tenant elects to
terminate this Lease, the repair of such damage shall be governed by Paragraphs
23.A and 23.B.

        24. Condemnation.

               If title to all of the Premises is taken for any public or
quasi-public use under any statute or by right of eminent domain, or so much
thereof is so taken so that reconstruction of the Premises will not, in
Landlord's sole discretion, result in the Premises being reasonably suitable for
Tenant's continued occupancy for the uses and purposes permitted by this Lease,
this Lease shall terminate as of the date that possession of the Premises or
part thereof is taken, and upon such termination both Landlord and Tenant shall
be released of all further liability under this Lease (except to the extent any
provision of this Lease expressly survives termination). A sale by Landlord to
any authority having the power of eminent domain, either under threat of
condemnation or while condemnation proceedings are pending, shall be deemed a
taking under the power of eminent domain for all purposes of this Paragraph 24.

               If any part of the Premises is taken and the remaining part is
reasonably suitable for Tenant's continued occupancy for the purposes and uses
permitted by this Lease, this Lease shall, as to the part so taken, terminate as
of the date that possession of such part of the Premises is taken, and upon such
termination both Landlord and Tenant shall be released of all further 



                                       35
<PAGE>   37

liability under this Lease with respect to that portion of the Premises that is
taken (except to the extent any provision of this Lease expressly survives
termination). The Rent and other sums payable hereunder shall be reduced in the
same proportion that Tenant's use and occupancy of the Premises is reduced. If
any portion of the Common Area is taken, Tenant's Rent shall be reduced only if
such taking materially interferes with Tenant's use of the Common Area and then
only to the extent that the fair market rental value of the Premises is
diminished by such partial taking. If the parties disagree as to the amount of
Rent reduction, the matter shall be resolved by arbitration and such arbitration
shall comply with and be governed by the California Arbitration Act, Sections
1280 through 1294.2 of the California Code of Civil Procedure. Each party hereby
waives the provisions of Section 1265.130 of the California Code of Civil
Procedure allowing either party to petition the Superior Court to terminate this
Lease in the event of a partial taking of the Premises.

               All compensation or damages awarded or paid for any taking
hereunder shall belong to and be the property of Landlord, whether such
compensation or damages are awarded or paid as compensation for diminution in
value of the leasehold, the fee or otherwise, except that Tenant shall be
entitled to any award allowed to Tenant for the taking of Tenant's Personal
Property, for the interruption of Tenant's business, for its moving costs, or
for the loss of its good will. Except for the foregoing allocation, no award for
any partial or entire taking of the Premises shall be apportioned between
Landlord and Tenant, and Tenant assigns to Landlord its interest in the balance
of any award which may be made for the taking or condemnation of the Premises,
together with any and all rights of Tenant arising in or to the same or any part
thereof.

        25. Assignment and Subletting.

               A. Landlord's Consent. Tenant shall not enter into a Sublet
without Landlord's prior written consent, which consent shall not be
unreasonably withheld. Any attempted or purported Sublet without Landlord's
prior written consent shall be void and confer no rights upon any third person
and, at Landlord's election, shall terminate this Lease. Each Subtenant shall
agree in writing, for the benefit of Landlord, to assume, to be bound by, and to
perform the terms, conditions and covenants of this Lease to be performed by
Tenant, as such terms, conditions and covenants apply to the Sublet premises.
Notwithstanding anything contained herein, Tenant shall not be released from
liability for the performance of each term, condition and covenant of this Lease
by reason of Landlord's consent to a Sublet unless Landlord specifically grants
such release in writing.

               B. Tenant's Notice. If Tenant desires at any time to Sublet all
or any portion of the Premises, Tenant shall first notify Landlord in writing of
its desire to do so. Within thirty (30) days after Landlord's receipt of
Tenant's notice, Landlord may elect to terminate this Lease with respect to that
portion of the Premises that Tenant proposes to Sublet; provided, however, that
Landlord shall not have the right to terminate the Lease under this Paragraph
25B during the first two (2) years of the Term. In such event, Landlord and
Tenant shall negotiate in good faith the effective date of such termination and
Tenant shall be released of all further liability under 



                                       36
<PAGE>   38

this Lease with respect to the portion of the Premises for which this Lease is
terminated (except to the extent any provision of this Lease expressly survives
termination).

               C. Information to be Furnished. If Landlord elects not to
terminate this Lease with respect to the portion of the Premises that Tenant
desires to Sublet, then Tenant shall submit in writing to Landlord: (i) the name
of the proposed Subtenant; (ii) the nature of the proposed Subtenant's business
to be carried on in the Premises; (iii) the terms and provisions of the proposed
Sublet and a copy of the proposed form of Sublet agreement containing a
description of the subject premises; and (iv) such financial information,
including financial statements, as Landlord may reasonably request concerning
the proposed Subtenant.

               D. Landlord's Alternatives. At any time within ten (10) days
after Landlord's receipt of the information specified in Paragraph 25.D.,
Landlord may, by written notice to Tenant, elect: (i) to consent to the Sublet
by Tenant; or (ii) to refuse its consent to the Sublet. If Landlord consents to
the Sublet, Tenant may thereafter enter into a valid Sublet of the Premises or
applicable portion thereof, upon the terms and conditions and with the proposed
Subtenant set forth in the information furnished by Tenant to Landlord, subject,
however, at Landlord's election, to the condition that fifty percent (50%) of
any excess of the Subrent over the Rent required to be paid by Tenant under this
Lease (or, if only a portion of the Premises is Sublet, the pro rata share of
the Rent attributable to the portion of the Premises being Sublet) less
reasonable attorneys' fees and leasing commissions paid by Tenant on the Sublet,
shall be paid to Landlord.

               E. Proration. If a portion of the Premises is Sublet, the pro
rata share of the Rent attributable to such partial area of the Premises shall
be determined by Landlord by dividing the Rent payable by Tenant hereunder by
the total square footage of the Premises and multiplying the resulting quotient
(the per square foot rent) by the number of square feet of the Premises which
are Sublet.

               F. Parameters of Landlord's Consent. Landlord shall have the
right to base its consent to any Sublet hereunder upon such factors and
considerations as Landlord reasonably deems relevant or material to the proposed
Sublet and the best interest of the Project's operations. Without limiting the
generality of the foregoing, Tenant acknowledges that it shall be reasonable for
Landlord to withhold its consent to any Sublet hereunder if Tenant has not
demonstrated that: (i) the proposed Subtenant is financially responsible, with
sufficient net worth and net current assets, properly and successfully to
operate its business in the Premises and meet the financial and other
obligations of this Lease; (ii) the proposed Subtenant possesses sound and good
business judgment, reputation and experience, and proven management skills in
the operation of a business or businesses substantially similar to the uses
permitted in the Premises under Paragraph 11.A; and (iii) the use of the
Premises proposed by such Subtenant conforms to the permitted uses specified
under Paragraph 11.A, and involves either no Hazardous Use or only such
Hazardous Use as shall be acceptable to Landlord in its sole discretion.

               G. Permitted Transfers. Notwithstanding the provisions of
Paragraph 25.A above, Tenant shall have the right to assign its entire interest
under this Lease, and Landlord shall not withhold its consent thereto (provided
that all of the conditions set forth in clauses (A) and 



                                       37
<PAGE>   39

(B) below shall be met), if such assignment is one of the following "Permitted
Transfers": (i) an assignment to a corporation that is controlled by, controls,
or is under common control with Tenant; or (ii) an assignment in connection with
the non-bankruptcy reorganization or merger of the corporate entity constituting
the Tenant under this Lease, where either (x) the shareholders of the Tenant
originally named in this Lease control (i.e., own fifty-one percent (51%) or
more of the voting stock of) the reorganized or surviving entity, or (y) as of
the effective date of such assignment, the reorganized or surviving entity has a
net worth equal to or greater than the net worth the Tenant originally named
under this Lease had as of the date of this Lease, and the reorganized or
surviving entity devotes all or a substantial portion of its business to
activities involving the Internet, computer hardware, computer software, media
or entertainment. However, the foregoing Permitted Transfers shall be exempt
from the requirement of Landlord's consent only if all of the following
conditions shall be met: (A) there shall be no change in the use or operation of
the Premises; and (B) Tenant shall have provided to Landlord all information to
allow Landlord to determine, and Landlord shall have determined, that the
proposed transfer is a Permitted Transfer which is exempt from the requirement
of Landlord's consent. No transfer of the type described in this Paragraph 25.G,
or any other transfer, shall release Tenant of its obligations under this Lease.

        26. Default.

               A. Tenant's Default. A default under this Lease by Tenant shall
exist if any of the following occurs:

                      (i) If Tenant fails to pay when due any Rent or any other
sum required to be paid hereunder within three (3) days from the date of
Landlord's written notice to Tenant (which notice shall constitute the notice
required under California Code of Civil Procedure Section 1161) that such Rent
or other sum is due, including, without limitation, any Excess Costs payable by
Tenant under Exhibit C; or

                      (ii) If Tenant fails to perform any term, covenant or
condition of this Lease except those requiring the payment of money, and Tenant
fails to cure such breach within thirty (30) days after written notice from
Landlord where such breach could reasonably be cured within such 30-day period;
provided, however, that where such failure could not reasonably be cured within
the 30-day period, that Tenant shall not be in default if it commences such
performance within the 30-day period and diligently thereafter prosecutes the
same to completion; or

                      (iii) If Tenant assigns its assets for the benefit of its
creditors; or 

                      (iv) If the sequestration or attachment of or execution on
any material part of Tenant's Personal Property essential to the conduct of
Tenant's business occurs, and Tenant fails to obtain a return or release of such
Tenant's Personal Property within thirty (30) days thereafter, or prior to sale
pursuant to such sequestration, attachment or levy, whichever is earlier; or



                                       38
<PAGE>   40

                      (v) If Tenant vacates or abandons the Premises; or

                      (vi) If a court makes or enters any decree or order other
than under the bankruptcy laws of the United States adjudging Tenant to be
insolvent; or approving as properly filed a petition seeking reorganization of
Tenant; or directing the winding up or liquidation of Tenant and such decree or
order shall have continued for a period of sixty (60) days; or

                      (vii) If, at any time that Landlord is also the owner of
the premises leased by Tenant under the Building 1 Lease and/or the Building 2
Lease, Tenant is in default under the Building 1 Lease and/or the Building 2
Lease, as applicable, beyond any applicable notice and cure period.

               B. Remedies. Upon a default, Landlord shall have the following
remedies, in addition to all other rights and remedies provided by law or
otherwise provided in this Lease, to which Landlord may resort cumulatively or
in the alternative:

                      (i) Landlord may continue this Lease in full force and
effect, and this Lease shall continue in full force and effect as long as
Landlord does not terminate this Lease, and Landlord shall have the right to
collect Rent when due.

                      (ii) Landlord may terminate Tenant's right to possession
of the Premises at any time by giving written notice .to that-effect, and relet
the Premises or any part thereof. Tenant shall be liable immediately to Landlord
for all costs Landlord incurs in reletting the Premises or any part thereof,
including, without limitation, broker's commissions, expenses of cleaning and
redecorating the Premises required by the reletting and like costs. Reletting
may be for a period shorter or longer than the remaining term of this Lease. No
act by Landlord other than giving written notice of termination to Tenant shall
terminate this Lease. Neither acts of maintenance, nor efforts to relet the
Premises, nor the appointment of a receiver on Landlord's initiative to protect
Landlord's interest under this Lease shall constitute a termination of Tenant's
right to possession. On termination, Landlord has the right to remove all
Tenant's Personal Property and store the same at Tenant's sole cost and expense
and to recover from Tenant as damages:

                             (a) The worth at the time of award of the unpaid
Rent and other sums due and payable which had been earned at the time of
termination; plus

                             (b) The worth at the time of award of the amount by
which the unpaid Rent and other sums due and payable which would have been
payable after termination until the time of award exceeds the amount of such
Rent loss that Tenant proves could have been reasonably avoided; plus

                             (c) The worth at the time of award of the amount by
which the unpaid rent and other sums due and payable for the balance of the Term
after the time of award exceeds the amount of such Rent loss that Tenant proves
could be reasonably avoided; plus



                                       39
<PAGE>   41

                             (d) Any other amount necessary to compensate
Landlord for all the detriment proximately caused by Tenant's failure to perform
Tenant's obligations under this Lease, or which, in the ordinary course of
things, would be likely to result therefrom, including, without limitation, any
costs or expenses incurred by Landlord: (i) in retaking possession of the
Premises; (ii) in maintaining, repairing, preserving, restoring, replacing,
cleaning, altering or rehabilitating the Premises or any portion thereof,
including such acts for reletting to a new tenant or tenants; (iii) for leasing
commissions; or (iv) for any other costs necessary or appropriate to relet the
Premises; plus

                             (e) At Landlord's election, such other amounts in
addition to or in lieu of the foregoing as may be permitted from time to time by
the laws of the State of California.

               The "worth at the time of award" of the amounts referred to in
Paragraphs 26.B.(ii)(a) and 26.B.(ii)(b) is computed by allowing interest at the
Interest Rate on the unpaid rent and other sums due and payable from the
termination date through the date of award. The "worth at the time of award" of
the amount referred to in Paragraph 26.B.(ii)(c) is computed by discounting such
amount at the discount rate of the Federal Reserve Bank of San Francisco at the
time of award plus one percent (1%). Tenant waives redemption or relief from
forfeiture under California Code of Civil Procedure Sections 1174 and 1179, or
under any other present or future law, in the event Tenant is evicted or
Landlord takes possession of the Premises by reason of any default of Tenant
hereunder.

                      (iii) Landlord may, with or without terminating this
Lease, re-enter the Premises and remove all persons and property from the
Premises, so long as Landlord gives Tenant advance written notice of its intent
to so re-enter the Premises; such property may be removed and stored in a public
warehouse or elsewhere at the cost of and for the account of Tenant. No reentry
or taking possession of the Premises by Landlord pursuant to this Paragraph
26.B.(iii) shall be construed as an election to terminate this Lease unless a
written notice of such intention is given to Tenant.

               C. Landlord's Default. Landlord shall not be deemed to be in
default in the performance of any obligation required to be performed by it
hereunder unless and until it has failed to perform such obligation within
thirty (30) days after receipt of written notice by Tenant to Landlord
specifying the nature of such default; provided, however, that if--the nature of
Landlord's obligation is such that more than thirty (30) days are required for
its performance, then Landlord shall not be deemed to be in default if it shall
commence such performance within such 30-day period and thereafter diligently
prosecute the same to completion.

        27. Subordination.

               This Lease is or may become subject and subordinate to underlying
leases, mortgages and deeds of trust (collectively, "Encumbrances") which may
now affect the Premises, and to all renewals, modifications, consolidations,
replacements and extensions thereof; provided, however, if the holder or holders
of any such Encumbrance (collectively, 



                                       40
<PAGE>   42

"Holder") shall require that this Lease be prior and superior thereto, within
fifteen (15) days of written request of Landlord to Tenant, Tenant shall
execute, have acknowledged and deliver any and all documents or instruments, in
the form presented to Tenant, which Landlord or Holder deems necessary or
desirable for such purposes. Landlord shall have the right to cause this Lease
to be and become and remain subject and subordinate to any and all Encumbrances
which are now or may hereafter be executed covering the Premises or any
renewals, modifications, consolidations, replacements or extensions thereof, for
the full amount of all advances made or to be made thereunder and without regard
to the time or character of such advances, together with interest thereon and
subject to all the terms and provisions thereof; provided only, that in the
event of termination of any such lease or upon the foreclosure of any such
mortgage or deed of trust, so long as Tenant is not in default, Holder agrees to
recognize Tenant's rights under this Lease as long as Tenant shall pay the Rent
and observe and perform all the provisions of this Lease to be observed and
performed by Tenant. Within fifteen (15) days after Landlord's written request,
Tenant shall execute any and all documents required by Landlord or the Holder to
make this Lease subordinate to any lien of the Encumbrance, including without
limitation a Subordination, Non-Disturbance and Attornment Agreement in the form
attached hereto as Exhibit F. If Tenant fails to do so, it shall be deemed that
this Lease is subordinated to such Encumbrance.

             Notwithstanding anything to the contrary set forth in this
Paragraph 27, Tenant hereby attorns and agrees to attorn to any entity
purchasing or otherwise acquiring the Premises at any sale or other proceeding
or pursuant to the exercise of any other rights, powers or remedies under such
Encumbrance.

        28. Notices.

             Any notice or demand required or desired to be given under this
Lease shall be in writing and shall be personally served or in lieu of personal
service may be given by certified mail, facsimile, or overnight courier service.
All notices or demands under this Lease shall be deemed given, received, made or
communicated on the date personal delivery is effected; or, if sent by certified
mail, on the delivery date or attempted delivery date shown on the return
receipt; or, if sent by facsimile, on the date sent by the sender; or, if sent
by overnight courier service, on the delivery date or attempted delivery date
shown on such service's records. At the date of execution of this Lease, the
addresses of Landlord and Tenant are as set forth in Paragraph 1. After the
Commencement Date, the address of Tenant shall be the address of the Premises.
Either party may change its address by giving notice of same in accordance with
this Paragraph 28.

        29. Attorneys' Fees.

               If either party brings any action or legal proceeding for damages
for an alleged breach of any provision of this Lease, to recover Rent, or other
sums due, to terminate the tenancy of the Premises or to enforce, protect or
establish any term, condition or covenant of this Lease or right of either
party, the prevailing party shall be entitled to recover as a part of such
action or proceedings, or in a separate action brought-for that purpose,
reasonable attorneys' fees 



                                       41
<PAGE>   43

and costs, including without limitation any and all costs and expenses arising
from (i) collection efforts, (ii) any appellate proceedings, and (iii) any
bankruptcy, insolvency or arbitration proceedings.

        30. Estoppel Certificates.

               Tenant shall within fifteen (15) days following written request
by Landlord:


                      (i) Execute and deliver to Landlord any documents,
including estoppel certificates, in the form prepared by Landlord (a) certifying
that this Lease is unmodified and in full force and effect or, if modified,
stating the nature of such modification and certifying that this Lease, as so
modified, is in full force and effect and the date to which the Rent and other
charges are paid in advance, if any, and (b) acknowledging that there are not,
to Tenant's knowledge, any uncured defaults on the part of Landlord, or, if
there are uncured defaults on the part of the Landlord, stating the nature of
such uncured defaults, (c) evidencing the status of the Lease as may be required
either by a lender making a loan to Landlord to be secured by deed of trust or
mortgage covering the Premises or a purchaser of the Premises from Landlord, and
(d) stating such other matters as may be reasonably requested by Landlord.
Tenant's failure to deliver an estoppel certificate within fifteen (15) days
after delivery of Landlord's written request therefor shall be conclusive upon
Tenant (a) that this Lease is in full force and effect, without modification
except as may be represented by Landlord, (b) that there are now no uncured
defaults in Landlord's performance, and (c) that no Rent has been paid in
advance.

               If Tenant fails to so deliver a requested estoppel certificate
within the prescribed time it shall be conclusively presumed that this Lease is
unmodified and in full force and effect except as represented by Landlord.

                      (ii) Deliver to Landlord the current financial statements
of Tenant, and financial statements of the two (2) years prior to the current
financial statement's year, with an opinion of a certified public accountant,
including a balance sheet and profit and loss statement for the most recent
prior year, all prepared in accordance with generally accepted accounting
principles consistently applied.

        31. Transfer of the Premises by Landlord.

               In the event of any conveyance of the Premises and assignment by
Landlord of this Lease, Landlord shall be and is hereby-entirely released from
all liability under any and all of its covenants and obligations contained in or
derived from this Lease arising from events occurring after the date of such
conveyance and assignment, and Tenant agrees to attorn to such transferee
provided such transferee assumes Landlord's obligations under this Lease.

        32. Landlord's Right to Perform Tenant's Covenants.

               If Tenant shall at any time fail to make any payment or perform
any other act on its part to be made or performed under this Lease, and such
failure shall continue after the 



                                       42
<PAGE>   44

expiration of any applicable grace or cure periods provided in this Lease,
Landlord may, but shall not be obligated to (and without waiving or releasing
Tenant from any obligation of Tenant under this Lease), make such payment or
perform such other act to the extent Landlord may deem desirable, and in
connection therewith, pay expenses and employ counsel. All sums so paid by
Landlord and all penalties, interest, expenses and costs in connection therewith
shall be due and payable by Tenant on the next day after any such payment by
Landlord, together with interest thereon at the Interest Rate from such date to
the date of payment by Tenant to Landlord, plus collection costs and attorneys'
fees. Landlord shall have the same rights and remedies for the nonpayment
thereof as in the case of default in the payment of Rent.

        33. Tenant's Remedy.

               If, as a consequence of a default by Landlord under this Lease,
Tenant recovers a money judgment against Landlord, such judgment shall be
satisfied only against the right, title and interest of Landlord in the
Building, and neither Landlord nor Landlord's Agents shall be liable for any
deficiency.

        34. Mortgagee Protection.

               If Landlord defaults under this Lease, Tenant shall give written
notice of such default to any beneficiary of a deed of trust or mortgagee of a
mortgage covering the Premises, so long as Tenant has received notice of the
existence of such beneficiary or mortgagee, and offer such beneficiary or
mortgagee a reasonable opportunity to cure the default, including time to obtain
possession of the Premises by power of sale or a judicial foreclosure, if such
should prove necessary to effect a cure.

        35. Brokers.

               Landlord and Tenant acknowledge and agree that they have each
utilized the services of real estate brokers (with BT Commercial representing
Landlord and Cornish and Carey representing Tenant) with respect to the
transactions between Landlord and Tenant that are represented by this Lease.
Landlord shall pay commissions to such brokers pursuant to separate agreements.
Tenant warrants and represents that it has had no dealings with any other real
estate broker or agent in connection with the negotiation of this Lease, and
that it knows of no other real estate broker or agent who is or might be
entitled to a commission in connection with this Lease.

        36. Acceptance.

               This Lease shall only become effective and binding upon full
execution hereof by Landlord and delivery of a signed copy to Tenant. Neither
party shall record this Lease nor a short form memorandum thereof.



                                       43
<PAGE>   45
        37. Parking.

               Tenant shall have the non-exclusive right, in common with any
other tenants or occupants of the Project, to use up to 3.3 unassigned parking
spaces per each one thousand (1,000) square feet of Rentable Area in the
Premises, upon terms and conditions as may from time to time be reasonably
established by Landlord. Should parking charges or surcharges of any kind be
imposed on the parking facilities by a governmental agency, Tenant shall
reimburse Landlord for such charges and/or surcharges or, if possible, shall pay
such charges and/or surcharges directly to the governmental agency and, in such
event, Tenant shall provide Landlord with proof that such charges and/or
surcharges have been paid by Tenant.

        38. General.

               A. Captions. The captions and headings used in this Lease are for
the purpose of convenience only and shall not be construed to limit or extend
the meaning of any part of this Lease.

               B. Executed Copy. Any fully executed copy of this Lease shall be
deemed an original for all purposes.

               C. Time. Time is of the essence for the performance of each term,
condition and covenant of this Lease.

               D. Separability. If one or more of the provisions contained
herein, except for the payment of Rent, is for any reason held invalid, illegal
or unenforceable in any respect, such invalidity, illegality, or
unenforceability shall not affect any other provision of this Lease, but this
Lease shall be construed as if such invalid, illegal or unenforceable provision
had not been contained herein.

               E. Choice of Law. This Lease shall be construed and enforced in
accordance with the laws of the State of California. The language in all parts
of this Lease shall in all cases be construed as a whole according to its fair
meaning and not strictly for or against either Landlord or Tenant.

               F. Gender; Singular, Plural. When the context of this Lease
requires, the neuter gender includes the masculine, the feminine, a partnership
or corporation or joint venture, and the singular includes the plural.

               G. Binding Effect. The covenants and agreement contained in this
Lease shall be binding on the parties hereto and on their respective successors
and assigns to the extent this Lease is assignable.

               H. Waiver. The waiver by Landlord of any breach of any term,
condition or covenant, of this Lease shall not be deemed to be a waiver of such
provision or any subsequent 



                                       44
<PAGE>   46

breach of the same or any other term, condition or covenant of this Lease. The
subsequent acceptance of Rent hereunder by Landlord shall not be deemed to be a
waiver of any preceding breach at the time of acceptance of such payment. No
covenant, term or condition of this Lease shall be deemed to have been waived by
Landlord unless such waiver is in writing signed by Landlord.

               I. Entire Agreement. This Lease is the entire agreement between
the parties, and there are no agreements or representations between the parties
except as expressed herein. Except as otherwise provided herein, no subsequent
change or addition to this Lease shall be binding unless in writing and signed
by the parties hereto.

               J. Authority. If Tenant is a corporation or a partnership, each
individual executing this Lease on behalf of said corporation or partnership, as
the case may be, represents and warrants that he is duly authorized to execute
and deliver this Lease on behalf of said entity in accordance with its corporate
bylaws, statement of partnership or certificate of limited partnership, as the
case may be, and that this Lease is binding upon said entity in accordance with
its terms. Landlord, at its option, may require a copy of such written
authorization to enter into this Lease.

               K. Exhibits. All exhibits, amendments, riders and addenda
attached hereto are hereby incorporated herein and made a part hereof.

               L. Lease Summary. The Lease Summary attached to this Lease is
intended to provide general information only. In the event of any inconsistency
between the Lease Summary and the specific provisions of this Lease, the
specific provisions of this Lease shall prevail.

               M. Nondisturbance. Within thirty (30) business days after this
Lease has been fully executed by Landlord and Tenant, Landlord shall provide
Tenant with a non-disturbance and attornment agreement in form reasonably
acceptable to Tenant executed by Landlord's lender.

               N. Consent. Unless otherwise provided in this Lease, whenever
Landlord's approval, consent or satisfaction (collectively, an "approval") is
required pursuant to this Lease or an Exhibit hereto, such approval may be
withheld in Landlord's sole and absolute discretion.



                                       45
<PAGE>   47
               THIS LEASE is effective as of the date the last signatory
necessary to execute the Lease shall have executed this Lease.

                                       TENANT:

                                       EXCITE, INC.,
                                       a California corporation

                                       By: /s/ Robert C. Hood
                                           -------------------------------------
                                       Its:    EVP-CFO
                                           -------------------------------------

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

                                       Dated:  5/14/98
                                             -----------------------------------

                                       LANDLORD:


                                       MARTIN/CAMPUS ASSOCIATES NO. 7, L.P.,
                                       a Delaware limited partnership

                                       By:  Martin/Redwood Partners, L.P.,
                                            a California limited partnership
                                            Its General Partner

                                            By: TMG Redwood LLC,
                                                a California limited liability 
                                                  company
                                                Its General Partner
                                                By: The Martin Group of 
                                                      Companies, Inc.
                                                    a California corporation
                                                    Its General Partner

                                                    By: /s/ Kathy Greenwold
                                                       -------------------------
                                                    Its: Vice President
                                                        ------------------------
                                                    Dated: 5/19/98
                                                          ----------------------


                                       46
<PAGE>   48



                                    EXHIBIT A


<PAGE>   49



                                    EXHIBIT B


<PAGE>   50
                                    EXHIBIT C

                              WORK LETTER AGREEMENT

THIS WORK LETTER ("Agreement") is made and entered into by and between Landlord
and Tenant as of the date of the Lease. This Agreement shall be deemed a part of
the Lease to which it is attached. Capitalized terms which are used herein and
defined in the Lease shall have the meanings given in the Lease.

        l. General.

               1.1. Capital Improvements. At Landlord's sole cost and expense,
Landlord shall construct the Building (which shall be a two story, steel framed
building with glass-curtain wall construction)and the surrounding site
improvements and shall deliver the Premises in -shell" condition, which shall
include construction or installation of the following (collectively, the
"Capital Improvements"): 

        o       Building/Site Improvements. The slab, walls, roof-system, all
                exterior glazing, entry doors, parking lot (including all
                striping and ADA required signage), landscaping, sidewalks and
                exterior lighting as required by the City of Redwood City.

        o       Electrical/Telephone. Power to the main transformer which shall
                be located in the parking lot (PG&E's point of service will be
                at the transformer) with conduits into the Building with
                pull-wires; and telephone conduits to the Building with
                pull-wires. Electrical capacity shall be 2,000 amps at 277/480
                volts, three phase, four wire. The electrical panel, meters and
                all electrical distribution shall be part of the Tenant
                Improvements (as defined below). The connection from PG&E's
                point of service to the electrical room shall also be part of
                the Tenant Improvements.

        o       Stairs. Three sets of unfinished building stairs, excluding
                walls and finishes.

        o       Sprinklers. A base building sprinkler system consisting of one
                riser, mains, laterals and upright sprinkler heads at the
                underside of the roof and underside of the second floor and
                dropped heads at the exterior soffit. The system will be
                designed for Ordinary Hazard (0.17 gpm/sf/3000 sf). All interior
                drops required for Tenant's use and occupancy,, or any
                requirement for sprinkler coverage in excess of Ordinary Hazard
                as described above, shall be part of the Tenant Improvements.

        o       Floors. Smooth and level concrete floors in accordance with
                industry standards. The first floor shall be concrete slab on
                grade and the second floor shall be concrete on metal deck.

        o       Elevator. An elevator-pit, but no elevator, in a location near
                the main entry.

        o       Water. Main domestic water and sewer service plumbing, which
                shall be roughed into the Building.


<PAGE>   51
               1.2. Tenant Improvements. Landlord shall cause Contractor (as
defined below) to perform all other improvements within the Building (including
mechanical systems, roof screen, if required, restroom cores and lobby) and all
initial leasehold improvements, in accordance with the approved Final Plans and
as otherwise may be required to comply with applicable law (collectively, the
"Tenant Improvements"). The parties acknowledge and agree that the Capital
Improvements and the Tenant Improvements constitute all of the work required to
enable Tenant to occupy, and operate its business in, the Premises.

               1.3. Tenant Improvement Costs. The cost of performing the Tenant
Improvements, including without limitation the costs described in Paragraph 6
below (collectively, the "Tenant Improvement Costs") shall be paid in the manner
set forth in Paragraph 5 below.

        2. Approval of Plans for Tenant Improvements.

               2.1. Architect; Tenant's Duty to Specify. Tenant shall select an
architect ("Architect") for the design and preparation of plans for the Tenant
Improvements. Tenant shall retain Architect's administrative services throughout
the performance of the Tenant Improvements.

        2.2. Submittal of Plans.

                      2.2.1. Preliminary Plans. Tenant shall cause Architect to
deliver preliminary plans (the "Preliminary Plans") for the Tenant Improvements
to be performed at the Premises to Landlord after the execution of this Lease.
Within five (5) days after Landlord's receipt of the Preliminary Plans, Landlord
shall either approve or disapprove the Preliminary Plans. If Landlord
disapproves the Preliminary Plans, then Landlord shall state in reasonable
detail the changes which Landlord requires to be made thereto. Tenant shall
submit to Landlord revised Preliminary Plans within five (5) days after Tenant's
receipt of Landlord's disapproval notice. Following Landlord's receipt of the
revised Preliminary Plans from Tenant, Landlord shall have the right to review
and approve the revised Preliminary Plans pursuant to this Paragraph 2.2.1.
Landlord shall give Tenant written notice of its approval or disapproval of the
revised Preliminary Plans within five (5) days after the date of Landlord's
receipt thereof. If Landlord disapproves the revised Preliminary Plans, then
Landlord and Tenant shall continue to follow the procedures set forth in this
Paragraph 2.2.1 until either (x) Landlord and Tenant approve the Preliminary
Plans in accordance with this Paragraph 2.2.1, or (y) the date that is thirty (
30) days after submittal of the initial Preliminary Plans, whichever shall first
occur. If Landlord and Tenant do not mutually agree upon the Preliminary Plans
within thirty (30) days after the execution of the Lease, then Landlord may in
its sole discretion terminate the Lease upon written notice to Tenant. If
Landlord neither approves nor disapproves the Preliminary Plans or the revised
Preliminary Plans within the applicable time periods provided above, Landlord
shall be deemed to have disapproved such Preliminary Plans as submitted.

               2.2.2. Preliminary Budget. Landlord has retained Devcon
Construction ("Contractor") as the general contractor for the construction of
the Tenant Improvements. Within twelve (12) days after approval by Landlord and
Tenant of the Preliminary Plans, 



                                       2
<PAGE>   52

Contractor shall prepare a preliminary budget for the Tenant Improvements based
upon the approved Preliminary Plans, which Contractor shall submit to Tenant for
its review and approval. Within three (3) days after Tenant's receipt of the
preliminary budget, Tenant shall either approve or disapprove the preliminary
budget. If Tenant rejects such preliminary budget, Tenant may in its sole
discretion elect to require Architect to revise the Preliminary Plans to reduce
the cost of the Tenant Improvements. It Tenant makes such election, then Tenant
shall again follow the procedures set forth in Paragraph 2.2.1 and this
Paragraph 2.2.2 with respect to the approval of the Preliminary Plans and to the
submission and approval of the preliminary budget from Contractor. If Tenant
does not approve the preliminary budget for the Tenant Improvements within
thirty (30) days after Contractor's submittal of the initial preliminary budget,
then Landlord may in its sole discretion terminate the Lease upon written notice
to Tenant.

               2.2.3. Final Plans. Within twelve (12) days after approval by
Tenant of the preliminary budget for the Tenant Improvements, Tenant shall cause
Architect to commence preparing complete plans, specifications and working
drawings which incorporate and are consistent with the approved Preliminary
Plans and preliminary budget, and which show in detail the intended design,
construction and finishing of all portions of the Tenant Improvements described
in the Preliminary Plans (collectively, the "Final Plans"). Tenant shall cause
Architect to deliver the Final Plans to Landlord, for Landlord's review and
approval. Within five (5) days after Landlord's receipt of the Final Plans,
Landlord shall either approve or disapprove the Final Plans. If Landlord
disapproves the Final Plans, then Landlord shall state in reasonable detail the
changes which Landlord requires to be made thereto. Tenant shall submit to
Landlord revised Final Plans within five (5) days after Tenant's receipt of
Landlord's disapproval notice. Following Landlord's receipt of the revised Final
Plans from Tenant, Landlord shall have the right to review and approve the
revised Final Plans pursuant to this Paragraph 2.2.3. Landlord shall give Tenant
written notice of its approval or disapproval of the revised Final Plans within
five (5) days after the date of Landlord's receipt thereof. If Landlord
disapproves the revised Final Plans, then Landlord and Tenant shall continue to
follow the procedures set forth in this Paragraph 2.2.3 until either (x)
Landlord and Tenant approve such Final Plans in accordance with this Paragraph
2.2.3, or (y) the date that is thirty (30) days after submittal of the initial
Final Plans, whichever shall first occur. If Landlord and Tenant do not mutually
agree upon the Final Plans on or before such date, then Landlord may in its sole
discretion terminate this Lease upon written notice to Tenant. If Landlord
neither approves nor disapproves the Final Plans within the applicable time
periods provided above, Landlord shall be deemed to have disapproved the Final
Plans as submitted.

        3. Construction Budget. Upon approval by Landlord and Tenant of the
Final Plans, Landlord shall instruct Contractor to obtain competitive bids for
the Tenant Improvements from at least three (3) qualified subcontractors for
each of the major subtrades (excluding the mechanical, electrical and fire
sprinkler trades, which shall be on a design/build basis) and to submit the same
to Tenant for its review and approval. Upon selection of the subcontractors and
approval of the bids, Contractor shall prepare a cost estimate for the Tenant
Improvements described in such Final Plans, based upon the bids submitted by the
subcontractors selected. Contractor shall submit such cost estimate to Tenant
for its review and approval, and to Landlord for its information. Tenant may
approve or reject such cost estimate in its reasonable-sole 



                                       3
<PAGE>   53

discretion. If Tenant rejects such cost estimate, Landlord may in its sole
discretion elect by written notice to Tenant within five (5) days of Landlord's
receipt of Tenant's written rejection notice, to either (i) resolicit bids based
on such Final Plans, in accordance with the procedures specified above, or (ii)
terminate the Lease upon written notice to Tenant. Following any resolicitation
of bids by Landlord pursuant to this Paragraph 3, Landlord and Tenant shall
again follow the procedures set forth in this Paragraph 3 with respect to the
submission and approval of the cost estimate from Contractor.

        4. Landlord to Construct. Landlord shall cause Contractor to construct
the Tenant Improvements in a good and workmanlike manner, in accordance with the
approved Final Plans and in compliance with all applicable laws. Architect shall
be responsible for obtaining all necessary building permits and approvals and
other authorizations from governmental agencies required in connection with the
Tenant Improvements. The cost of all such permits and approvals, including
inspection and other building fees required to obtain the permits for the Tenant
Improvements, shall be included as part of the Tenant Improvement Costs. Tenant
shall have the benefit of any warranties provided by Contractor, the
subcontractors and suppliers in connection with the Tenant Improvements.

        5. Payment for Tenant Improvements. The Tenant Improvement Costs shall
be paid as follows:

               5.1. Tenant Improvement Allowance. Landlord shall provide funds,
to be used for the payment of Tenant Improvement Costs, in an amount not to
exceed Sixteen and 00/100 Dollars per square foot of Rentable Area (the "Tenant
Improvement Allowance"). Tenant shall pay all of the Tenant Improvement Costs in
excess of the Tenant Improvement Allowance (the "Excess Costs") in accordance
with Paragraph 5.2.

               5.2. Set-Aside Funds. Within five (5) days after Tenant has
approved the cost estimate for the Tenant Improvements pursuant to Paragraph 3
above, Tenant shall deposit into a separate account with any financial
institution designated by Landlord, subject to restrictions in favor of such
financial institution, an amount (the "Set-Aside Funds") equal to the Excess
Costs, based on the assumption that the Tenant Improvement Costs shall equal
such cost estimate. Landlord shall instruct such financial institution to hold
the Set-Aside Funds in a separate interest-bearing account with interest to
accrue for Tenant's account, and shall utilize the Set-Aside Funds to pay for
the Tenant Improvement Costs in the manner set forth in this Paragraph 5.

               5.3. Payment. As and when any Excess Costs become due and
payable, Landlord shall request such financial institution to utilize the
remaining Set-Aside Funds to pay such amounts; provided, however, that if at any
time there are insufficient Set-Aside Funds to pay any amount of the Excess
Costs, Tenant shall pay any and all such Excess Costs to Landlord within ten
(10) days after the date of Tenant's receipt of Landlord's written request
therefor. Any failure by Tenant to pay any Excess Costs as and when required
under this Agreement shall constitute a default by Tenant under the Lease.




                                       4
<PAGE>   54

               5.4 Penalties. To the extent that any contractor or subcontractor
working on the Tenant Improvements imposes upon Landlord any penalty or late
charge due to Tenant's failure to pay to Landlord any amount due under this
Paragraph 5 as and when such amount is due, Tenant shall be solely responsible
for paying such penalty or late charge; provided, however, that if Tenant
disputes the imposition of such penalty or late charge, Tenant shall not be
required to pay the penalty or late charge until the dispute has been settled or
otherwise resolved; provided further, that if any penalty or late charge is
imposed due to Tenant's exercise of its rights under this Paragraph 5.4, Tenant
shall pay such penalty or late charge as provided in this Paragraph 5.4.

        6. Tenant Improvement Costs. The Tenant Improvement Costs shall include
all reasonable costs incurred in connection with the Tenant Improvements, as
determined by Landlord in its reasonable discretion, including the following:

               (a) All costs of space plans and other architectural and
engineering plans and specifications for the Tenant Improvements, including
engineering costs associated with completion of the State of California energy
utilization calculations under Title 24 legislation required in connection with
the Tenant Improvements;

               (b) All costs of obtaining building permits and other necessary
authorizations from the City of Redwood City;

               (c) All costs of interior design and finish schedule plans and
specifications, including as-built drawings by Architect;

               (d) All direct and indirect costs of procuring, constructing and
installing the Tenant Improvements in the Premises, including, but not limited
to, the construction fee payable to the Contractor for overhead and profit, and
the cost of all on-site supervisory and administrative staff, office, equipment
and temporary services rendered by Contractor in connection with construction of
the Tenant Improvements;

               (e) All fees payable to Architect and Landlord's engineering firm
if they are required by Tenant to redesign any portion of the Tenant
Improvements following Tenant's approval of the Final Plans;

               (f) Sewer connection fees (if any); and

               (g) A construction management fee payable to Landlord equal to
three percent (3%) of the total Tenant Improvement Costs.

               In no event shall the Tenant Improvement Costs include any costs
of procuring, constructing or installing in the Premises any of Tenant's
Personal Property, trade fixtures, equipment, inventory, computer network,
communications system, promotional materials, signage or related expenses.

        7. Change Requests. No revisions to the approved Final Plans shall be
made by either Landlord or Tenant unless approved in writing by both parties.
Landlord agrees to make 



                                       5
<PAGE>   55

all changes (i) required by any public agency to conform with governmental
regulations, or (ii) requested in writing by Tenant and approved in writing by
Landlord, which approval shall not be unreasonably withheld. Any costs related
to such changes shall be added to the Tenant Improvement Costs and shall be paid
as Excess Costs in accordance with Paragraph 5.2. The billing for such
additional costs shall be accompanied by evidence of the amounts billed as is
customarily used in the business. Costs related to changes shall include,
without limitation, any architectural, structural engineering, or design fees,
and the Contractor's price for effecting the change.


                                       TENANT:

                                       EXCITE, INC.,

                                       a California corporation

                                       By: /S/ Robert C. Hood
                                           -------------------------------------
                                       Its:  EVP - CFO
                                           -------------------------------------

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

                                       Dated:  5/14/98
                                             -----------------------------------

                                       LANDLORD:

                                       MARTIN/CAMPUS ASSOCIATES NO. 7, L.P.,
                                       a Delaware limited partnership

                                       By:  Martin/Redwood Partners, L.P.,
                                            a California limited partnership
                                            Its General Partner

                                            By: TMG Redwood LLC,
                                                a California limited liability 
                                                  company
                                                Its General Partner



                                       6
<PAGE>   56
                                            By: The Martin Group of Companies,
                                                  Inc.
                                                a California corporation
                                                Its General Partner

                                                By: /s/ Kathy Greenwold
                                                   -----------------------------
                                                Its:  Vice President
                                                    ----------------------------
                                                Dated: 5/19/98
                                                      --------------------------

<PAGE>   57
                                   EXHIBIT C-1


<PAGE>   58



                                    EXHIBIT D

                          COMMENCEMENT DATE MEMORANDUM

LANDLORD:             Martin/Campus Associates No. 7, L.P.

TENANT:               Excite, Inc.

LEASE DATE:           May 1 1998

PREMISES:             475 Broadway, Redwood City, California

Pursuant to Paragraph 4.A. of the above referenced Lease, Landlord and Tenant
acknowledge and agree that the Commencement Date for the Premises at 475
Broadway, Redwood City, California, shall be October 1, 1998.

                                       TENANT:

                                       EXCITE, INC.,
                                       a California corporation

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

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

                                       Dated:
                                             -----------------------------------

                                       LANDLORD:

                                       MARTIN/CAMPUS ASSOCIATES NO. 7, L.P.,
                                       a Delaware limited partnership

                                       By:  Martin/Redwood Partners, L.P.,
                                            a California limited partnership
                                            Its General Partner

                                            By: TMG Redwood LLC,
                                                a California limited liability
                                                  company
                                                Its General Partner

                                                By: The Martin Group of 
                                                      Companies, Inc.
                                                    a California corporation
                                                    Its General Partner

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


<PAGE>   59
                                    EXHIBIT E

                           TERMINATION DATE MEMORANDUM

LANDLORD:             Martin/Campus Associates No. 7, L.P.

TENANT:               Excite, Inc.

LEASE DATE:           May 1 1998

PREMISES:             475 Broadway, Redwood City, California

Pursuant to Paragraph 4.A. of the above referenced Lease, Landlord and Tenant
acknowledge and agree that the Term of the above referenced Lease for the
Premises at 475 Broadway, Redwood City, shall be scheduled to terminate on
September 30, 2008.

                                       TENANT:

                                       EXCITE, INC.,
                                       a California corporation

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

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

                                       Dated:
                                             -----------------------------------

                                       LANDLORD:

                                       MARTIN/CAMPUS ASSOCIATES NO. 7, L.P.,
                                       a Delaware limited partnership

                                       By:  Martin/Redwood Partners, L.P.,
                                            a California limited partnership
                                            Its General Partner

                                            By: TMG Redwood LLC,
                                                a California limited liability
                                                  company
                                                Its General Partner

                                                By: The Martin Group of 
                                                      Companies, Inc.
                                                    a California corporation
                                                    Its General Partner

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


<PAGE>   60
                                    EXHIBIT F

RECORDING REQUESTED BY AND
WHEN RECORDED RETURN TO:


__________________________
__________________________
__________________________
__________________________


                        SUBORDINATION, NONDISTURBANCE AND

                              ATTORNMENT AGREEMENT

        THIS AGREEMENT made this ____ day of _____________, 199__ between
______________________ (hereinafter called "Lender"), __________________________
hereinafter called "Tenant") and _____________________________ (hereinafter
called "Landlord").

                                WITNESSETH THAT:

        WHEREAS, Lender is the owner and holder of a Deed of Trust and Security
Agreement (hereinafter called the "Deed of Trust") dated ______________, 199__,
covering the read property described in Exhibit A and the buildings and
improvements thereon (hereinafter collectively called the "Mortgaged Premises")
accruing the payment of a promissory note in the stated principal amount of
$____________, payable to the order of Lender;

        WHEREAS, Tenant is the tenant under a lease (hereinafter called the
"Lease") dated ____________, 199__, executed by and between Landlord and Tenant,
covering certain property (hereinafter called the "Demised Premises") consisting
of all or a party of the Mortgaged Premises; and

        WHEREAS, Tenant and Lender desire to confirm their understanding with
respect to the Lease and the Deed of Trust;

        NOW, THEREFORE, in consideration of the mutual covenants and agreements
herein contained, Lender and Tenant hereby agree and covenant as follows:

        1. Subordination. The Lease now is, and shall at all times and for all
purposes continue to be, subject and subordinate, in each and every respect, to
the Deed of Trust, with the provisions of the Deed of Trust controlling in all
respects over the provisions of the Lease, it being understood and agreed that
the foregoing subordination shall apply to any and all increases, renewals,
modifications extensions, substitutions, replacements and/or consolidations of
the Deed of Trust, provided that nay and all such increases, renewals,
modifications, extensions, subtitutions, replacements and/or consolidations
shall nevertheless be subject to the terms of this Agreement.



<PAGE>   61

        2. Non-Disturbance. So long as (i) Tenant is not in default (beyond any
period given Tenant to cure such default) in the payment of rent or additional
rent or in the performance of any of the other terms, covenants or conditions of
the Lease on Tenant's part to be performed, (ii) the Lease is in full force and
effect according to its original terms, or with such amendments or modifications
as Lender shall have approved, and (iii) Tenant attorns to Lender or a purchaser
of the Mortgaged Premises as provided in Paragraph 3, then (a) Tenant's
possession, occupancy, use and quiet enjoyment of the Demised Premises under the
Lease, or any extensions or renewals thereof or acquisition of additional space
which may be effected in accordance with any option therefor in the Lease, shall
not be terminated, disturbed, diminished or interfered with by Lender in the
exercise of any of is rights under the Deed of Trust, and (b) Lender will not
join Tenant as a party defendant in any action or proceeding for the purpose of
terminating Tenant's interest and estate under the Lease because of any default
under the Deed of Trust.

        3. Attornment. If Lender shall become the owner of the Mortgaged
Premises or the Mortgaged Premises shall be sold by reason of nonjudicial or
judicial foreclosure or other proceedings brought to enforce the Deed of Trust
or the Mortgaged Premises shall be conveyed by deed-in-lieu of foreclosure, the
Lease shall continue in full force and effect as a direct Lease between Lender
or other purchaser of the Mortgaged Premises, who shall succeed to the rights
and duties of Landlord, and Tenant, and Tenant shall attorn to Lender or such
purchaser, as the case may be, upon any such occurrence and shall recognize
Lender or such purchaser, as the case may be, as the Landlord under the Lease.
Such attornment shall be effective and self-operative without the execution of
any further instrument on the part of any of the parties hereto. Tenant agrees,
however, to execute and delivery at any time and from time to time, upon request
of Landlord or of any holder(s) of any of the indebtedness or other obligations
secured by Deed of Trust or any such purchaser, any instrument or certificate
which, in the sole reasonable judgment of the requesting party, is necessary or
appropriate, in connection with any such foreclosure or deed-in-lieu of
foreclosure or otherwise, to evidence such attornment. Tenant hereby waives the
provisions of any statute or rule of law, now or hereafter in effect, which may
give or purport to give Tenant any right or election to terminate or otherwise
adversely affect the Lease and the obligations of Tenant thereunder as a result
of any such foreclosure or deed-in-lieu of foreclosure.

        4. Obligations and Remedies. If Lender shall become the owner of the
Mortgaged Premises or the Mortgaged Premises shall be sold by reason of
nonjudicial or judicial foreclosure or other proceedings brought to enforce the
Deed of Trust or the Mortgaged Premises shall be conveyed by deed-in-lieu of
foreclosures, Lender or other purchaser of the Mortgaged Premises, as the case
may be, shall have the same remedies by entry, action or otherwise in the event
of any default by Tenant (beyond the period given Tenant to cure such default)
in the payment of rent or additional rent or in the performance of any of the
other terms, covenants and conditions of the Lease on Tenant's part to be
performed that Landlord had or would have had if Lender or such purchaser had
not succeeded to the interest of Landlord. Upon attornment by Tenant as provided
herein, Lender or such purchaser shall be bound to Tenant under all the terms,
covenants and conditions of the Lease and Tenant shall have the same remedies
against Lender or such purchaser for the breach of an agreement contained in the
Lease that Tenant might have had 




                                       2
<PAGE>   62
under the Lease against Landlord if Lender or such purchaser had not succeeded
to the interest of landlord; provided, however, that Lender or such purchaser
shall not be liable or bound to Tenant:

                (a) for any act or omission of any prior landlord (including
        Landlord); or

                (b) for any offsets or defenses which Tenant might have against
        any prior landlord (including Landlord); or

                (c) for or by any rent or additional rent which Tenant might
        have paid for more than the current month to any prior landlord
        (including Landlord); or

                (d) by any amendment, modification or consensual termination of
        the Lease made without Lender's consent; or

                (e) for any security deposit, rental deposit or similar deposit
        given by Tenant to a prior landlord (including Landlord) unless such
        deposit is actually paid over to Lender or such purchaser by the prior
        landlord; or

                (f) for any repairs or replacements to or required by the
        Demised Premises or the Mortgaged Premises arising prior to the date
        Lender or such purchaser taken possession of the Mortgaged Premises; or

                (g) for any moving, relocation or refurbishment allowance or any
        construction of or payment or allowance for tenant improvements to the
        Demised Premises or any part thereof or to the Mortgaged Premises or any
        part thereof for the benefit of Tenant; or

                (h) for the payment of any leasing commissions or other expenses
        for which any prior landlord (including Landlord) incurred the
        obligation to pay; or

                (i) by any notice given by Tenant to a prior landlord (including
        Landlord) unless a copy thereof was also then given to Lender. 

        The person or entity to which Tenant attorns shall be liable to Tenant
under the Lease only for matters arising during such person's or entity's period
of ownership, and such liability shall terminate upon the transfer by such
person or entity of its interest in the Lease and the Mortgaged Premises.

        5. No Abridgment. Nothing herein contained is intended, nor shall it be
construed, to abridge or adversely affect any right or remedy of Landlord under
the Lease in the event of any default by Tenant (beyond any period given Tenant
to cure such default) in the payment of rent or additional rent or in the
performance of any of the other terms, covenants or conditions of the Lease on
Tenant's part to be performed.

        6. Notices of Default to Lender. Tenant agrees to give Lender a copy of
any default notice sent by Tenant to Landlord under the Lease.


                                       3
<PAGE>   63

        7. Representations by Tenant. Tenant represents and warrants to Lender
that Tenant has validly executed the Lease; the Lease is valid, binding and
enforceable and is in full force and effect in accordance with its terms; the
Lease has not been amended except as stated herein; no rent under the Lease has
been paid more than thirty (30) days in advance of its due date; there are not
defaults existing under the Lease; and Tenant, as of this date, has not charge,
lien, counterclaim or claim of offset under the Lease, or otherwise, against the
rents or other charges due or to become due under the Lease.

        8. Rent Payment. If Lender shall become the owner of the Mortgaged
Premises or the Mortgaged Premises shall be sold by reason of nonjudicial or
judicial foreclosure or other proceedings brought to enforce the Deed of Trust
or the Mortgaged Premises shall be conveyed by deed-in-lieu of foreclosure,
Tenant agrees to pay all rents directly to Lender or other purchaser of the
Mortgaged Premises, as the case may be, in accordance with the Lease immediately
upon notice of Lender or such purchaser, as the case may be, succeeding to
Landlord's interest under the Lease. Tenant further agrees to pay all rents
directly to Lender immediately upon notice that Lender exercising its rights to
such rents under the Deed of Trust or any other loan documents (including but
not limited to any Assignment of Leases and Rents) following a default by
Landlord or other applicable party.

        9. Notice of Deed of Trust. To the extent that the Lease shall entitle
Tenant to notice of any deed of trust or security agreement, this Agreement
shall constitute such notice to the Tenant with respect to the Deed of Trust and
to any and all other deeds of trust and security agreements which may hereafter
be subject to the terms of this Agreement.

        10. Landlord Defaults. Tenant agrees with Lender that effective as of
the date of this Agreement: (i) Tenant shall not take any steps to terminate the
Lease for any default by Landlord or any succeeding owner of the Mortgaged
Premises until after giving Lender written notice of such default, stating the
nature of the default and giving Lender thirty (30) days from receipt of such
notice to effect cure for the same, or if cure cannot be effected within said
thirty (30) days due to the nature of the default, Lender shall have a
reasonable time to cure provided that it commences cure within said thirty (30)
day period of time and diligently carries such cure to completion; and (ii)
notice to Landlord under the Lease (oral or written) shall not constitute notice
to Lender.

        11. No Amendment, Termination, Assignment or Subletting of Lease. Tenant
agrees that Tenant's interest in and obligations under the Lease shall not be
altered, modified or terminated without the prior written consent of Lender.
Tenant further agrees that Tenant shall not assign the Lease or allow it to be
assigned in any manner or sublet the Demised Premises or any part thereof
without the prior written consent of Lender in any situation where Landlord's
consent to any such action is required under the Lease.

        12. Liability of Lender. If Lender shall become the owner of the
Mortgaged Premises or the Mortgaged Premises shall be sold by reason of
foreclosure or other proceedings brought to enforce the Mortgage or the
Mortgaged Premises shall be conveyed by deed-in-lieu of foreclosure, Tenant
agrees that, notwithstanding anything to the contrary contained in the Lease,



                                       4
<PAGE>   64

after such foreclosure sale or conveyance by deed-in-lieu of foreclosure, Lender
shall have no personal liability to tenant under the Lease and Tenant shall look
solely to the estate and property of Landlord in the Mortgaged Premises, to the
net proceeds of sale thereof or the rentals received therefrom, for the
satisfaction of Tenant's remedies for the collection of a judgment or other
judicial process requiring the payment of money by Landlord in the event of any
default or breach by Landlord with respect to any of the terms, covenants, and
conditions of the Lease to be observed or performed by Landlord and any other
obligation of Landlord created by or under this Lease, and no other property or
assets of Landlord or of its partners, officers, beneficiaries, co-tenants,
shareholders, or principals (as the case may be) shall be subject to levy,
execution or other enforcement procedures for the satisfaction of Tenant's
remedies. The term "Landlord" as used herein shall be limited to mean and
include only the owner or owners at the time in question of Landlord's interest
in the Lease, which term shall include Lender in the event Lender acquires title
to the Mortgaged Premises. Further, in the event of any transfer by Landlord or
Landlord's interest in this Lease, Landlord (and in the case of any subsequent
transfers or conveyances, the then assignor), including each of its partners,
officers, beneficiaries, co-tenants, shareholders or principals (as the case may
be) shall be automatically freed and released, from and after the date of such
transfer or conveyance, of all liability for the performance of any covenants
and agreements which accrue subsequent to the date of such transfer of
Landlord's interest.

        13. Notice. Any notice or communication required or permitted hereunder
shall be given in writing, sent by (a) personal delivery, or (b) expedited
delivery service with proof of delivery, or (c) United States mail, postage
prepaid, registered or certified mail, or (d) telegram, telex or telecopy,
addressed as follows:

        To Lender:                             _________________________________
                                               _________________________________
                                               _________________________________
                                               Attention:_______________________

        To Tenant:                             _________________________________
                                               _________________________________
                                               _________________________________
                                               Attention:_______________________

or such other address or to the attention of such other person as hereafter
shall be designated in writing by the applicable party sent in accordance
herewith. Any such notice or communication shall be deemed to have been given
and received either at the time of personal delivery or, in the case of delivery
service or mail, as of the date of first attempted delivery at the address and
in the manner provided herein, or in the case of telegraph, telex or telecopy,
upon receipt.

        14. Modification. This Agreement may not be modified orally or in any
manner than by an agreement in writing signed by the parties hereto or in their
respective successors in interest.




                                       5
<PAGE>   65

         15. Successor Lender. The term "Lender" as used throughout this
Agreement includes any successor or assign of Lender and any holder(s) of any
interest in the indebtedness secured by the Deed of Trust.

        16. Successors and Assigns. This Agreement shall inure to the benefit of
and be binding upon the parties hereto, their successors and assigns, and any
purchaser or purchasers at foreclosure of the Mortgaged Premises, and their
respective heirs, personal representatives, successors and assigns.

        17. Paragraph Headings. The paragraph headings contained in this
Agreement are for convenience only and shall in no way enlarge or limit the
scope or meaning of the various and several paragraphs hereof.

        18. Gender and Number. Within this Agreement, words of any gender shall
be held and construed to include any other gender, and words in the singular
number shall be held and construed to include the plural and words in the plural
number shall be held and construed to include the singular, unless the context
otherwise requires.

        19. Applicable Law. This Agreement and the rights and duties of the
parties hereunder shall be governed for all purposes by the laws of the State of
California and the laws of the United States applicable to transactions within
such state.

        20. Counterparts. This Agreement may be executed in multiple
counterparts, and by the different parties hereto in separate counterparts, each
of which when so executed and delivered shall be deemed to be one and the same
instrument with the same signature as if all parties to this Agreement had
signed the same signature page.

              [THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]



                                       6
<PAGE>   66



               IN WITNESS WHEREOF, the parties hereto have hereunto caused this
Agreement to be duly executed as of the day and year first above written.

                                       LENDER:

                                       _________________________________________


                                       By: _____________________________________

                                           Name:________________________________
                                           Its:_________________________________

                                       TENANT:

                                       By: _____________________________________

                                           Name:________________________________
                                           Its:_________________________________

                                       LANDLORD:

                                       By: _____________________________________

                                           Name:________________________________
                                           Its:_________________________________



                              [Add Acknowledgments]