<PAGE>


                             OFFICE LEASE AGREEMENT

                                     BETWEEN

               KOLL CENTER IRVINE NUMBER TWO, L.L.C. ("LANDLORD")

                                       AND

                   NEW CENTURY MORTGAGE CORPORATION ("TENANT")

                          DATE OF LEASE: APRIL 23, 2002

                           BUILDING: 18400 Von Karman


<PAGE>

                                TABLE OF CONTENTS

                                                                            Page
                                                                            ----
1.  Definitions ...........................................................    1

2.  Lease Grant ...........................................................    3

3.  Existing Tenancy ......................................................    3

4.  Use ...................................................................    4

5.  Base Rent .............................................................    4

6.  Security Deposit ......................................................    5

7.  Services to be Furnished by Landlord ..................................    5

8.  Leasehold Improvements/Tenant's Property ..............................    7

9.  Signage ...............................................................    8

10. Repairs and Alterations by Tenant .....................................    8

11. Use of Electrical Services by Tenant ..................................   10

12. Entry by Landlord .....................................................   10

13. Assignment and Subletting .............................................   10

14. Mechanic's Liens ......................................................   12

15. Insurance .............................................................   12

16. Indemnity .............................................................   14

17. Damages from Certain Causes ...........................................   15

18. Casualty Damage .......................................................   15

19. Condemnation ..........................................................   15

20. Hazardous Substances ..................................................   16

21. Americans with Disabilities Act .......................................   17

22. Events of Default .....................................................   17

23. Remedies ..............................................................   17

24. No Waiver .............................................................   20

25. Peaceful Enjoyment ....................................................   20

26. Landlord Default; Tenant's Remedies ...................................   20

27. Holding Over ..........................................................   20

28. Subordination to Mortgage/Estoppel Certificate ........................   20

29. Notice ................................................................   21

30. Arbitration ...........................................................   21

31. Surrender of Premises .................................................   22

32. Rights Reserved to Landlord ...........................................   22

33. Event of Bankruptcy ...................................................   23

34. Miscellaneous .........................................................   24

35. Entire Agreement ......................................................   25

36. Limitation Of Liability ...............................................   26

37. Intentionally Omitted .................................................   26

38. Intentionally Omitted .................................................   26

39. Common Areas ..........................................................   26

40. Intentionally Omitted .................................................   26

41. Parking ...............................................................   26

42. Recorded Documents ....................................................   26

43. Food Service ..........................................................   26

44. Approvals .............................................................   26

45. Communications and Computer Lines .....................................   26

EXHIBIT A-OUTLINE AND LOCATION OF PREMISES
EXHIBIT A-2-(SITE PLAN)
EXHIBIT B-RULES AND REGULATIONS
EXHIBIT C-PAYMENT OF BASIC COSTS
EXHIBIT D-WORK LETTER
EXHIBIT E-ADDITIONAL PROVISIONS
EXHIBIT F-COMMENCEMENT LETTER
EXHIBIT G-PARKING
EXHIBIT H-FORM SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT
EXHIBIT I-JANITORIAL AND CLEANING SPECIFICATIONS
EXHIBIT J-Go2 ASSIGNMENT

                                      (i)

<PAGE>

                                                                    Exhibit 10.3

                             OFFICE LEASE AGREEMENT

This Office Lease Agreement (the "Lease") is made and entered into as of the
23rd day of April, 2002, between KOLL CENTER IRVINE NUMBER TWO, L.L.C., a
Delaware limited liability company ("Landlord"), and NEW CENTURY MORTGAGE
CORPORATION, a Delaware corporation ("Tenant").

                              W I T N E S S E T H:
                              - - - - - - - - - -

1. Definitions. The following are definitions of some of the defined terms used
in this Lease. The definition of other defined terms are found throughout this
Lease.

     A. "Building" shall mean the office building at 18400 Von Karman Avenue,
     City of Irvine, County of Orange, State of California, currently known as
     Irvine Center Towers.

     B. "Base Rent": Base Rent will be paid according to the following schedule,
     subject to the provisions of Section 5. hereof. For the purposes of this
     Section 1.B., "Lease Year" shall mean the twelve (12) month period
     commencing on the Commencement Date, and on each anniversary of the
     Commencement Date.

     ------------------------------------------------------------------------
                                              MONTHLY
                         ANNUAL            INSTALLMENTS            MONTHLY
      MONTHS            BASE RENT          OF BASE RENT         BASE RENT/RSF
     ------------------------------------------------------------------------
        1                    $0.00               $0.00              $0.00
     ------------------------------------------------------------------------
     * 2 - 13          $961,464.00          $80,122.00              $2.00
     ------------------------------------------------------------------------
     14 - 25         $1,009,537.20          $84,128.10              $2.10
     ------------------------------------------------------------------------
     26 - 37         $1,057,610.40          $88,134.20              $2.20
     ------------------------------------------------------------------------
     38 - 49         $1,105,683.60          $92,140.30              $2.30
     ------------------------------------------------------------------------
     50 - 61         $1,153,756.80          $96,146.40              $2.40
     ------------------------------------------------------------------------
     62 - 73         $1,201,830.00         $100,152.50              $2.50
     ------------------------------------------------------------------------

     * Notwithstanding the foregoing rental schedule, the security deposit under
     the Existing Lease (as defined below in Section 3 in the amount of Eighty
     Two Thousand Two Hundred Sixty Six and 18/100ths Dollars ($82,266.18) shall
     be applied against the Base Rent due hereunder during months 2 and 3 such
     that Base Rent shall abate to $0.00 during month 2 and to $77,977.82 during
     month 3.

     C. "Additional Rent" shall mean Tenant's Pro Rata Share of Basic Costs
     (hereinafter defined) and any other sums (exclusive of Base Rent) that are
     required to be paid to Landlord by Tenant hereunder, which sums are deemed
     to be Additional Rent under this Lease. Additional Rent and Base Rent are
     sometimes collectively referred to herein as "Rent."

     D. "Basic Costs" shall mean all direct and indirect costs and expenses
     incurred in connection with the Building as more fully defined in Exhibit C
     attached hereto.

     E. Intentionally Omitted.

     F. "Commencement Date", "Lease Term" and "Termination Date" shall have the
     meanings set forth in subsection I.F.(1) below:

        (1) The "Lease Term" or "Term" or "term of this Lease" shall mean a
            period of 73 months commencing on July 1, 2002 (the "Commencement
            Date") and, unless sooner terminated as provided herein, ending on
            July 31, 2008 (the "Termination Date")

     G. "Premises" shall mean the office space comprised of the tenth (10th) and
     eleventh (11th) floors of the Building known as Suites 1000 and 1100 and
     outlined on Exhibit A to this Lease.

     H. "Rentable Area in the Premises" shall mean the area contained within the
     demising walls of the Premises and any other area designated for the
     exclusive use of Tenant plus an allocation of the Tenant's pro rata share
     of the square footage of the "Common Areas" and the "Service Areas" (as
     defined below). For purposes of the Lease it is agreed and stipulated by
     both Landlord and Tenant that (i) the Rentable Area in the Premises is
     40,061 square feet (20,243 rentable square feet in Suite 1000 and 19,818
     rentable square feet in Suite 1100), and (ii) the aggregate usable area of
     the Premises is 36,914 square feet (18,639.31 square feet in Suite 1000 and
     18,274.81 square feet in Suite 1100) as measured in accordance with the
     Standard Method for Measuring Floor Area in Office Buildings, ANSI/BOMA
     Z65.I - 1996 (the "BOMA Standard"). The Rentable Area in the Premises and
     the usable square footage of the Premises shall not be modified unless
     Landlord and Tenant both agree to either increase or decrease the square
     footage of the Premises.

<PAGE>


     I. The "Rentable Area in the Building" is 220,502 square feet. Landlord
     represents and warrants to Tenant that (i) the Rentable Area in the
     Building and the other improvements at the Property were measured in
     accordance with the BOMA Standard and (ii) effective as of February 1,
     2002, the 220,502 square foot Rentable Area in the Building shall be the
     same Building square footage applicable to all new tenants of the Building.
     The Rentable Area in the Building shall not be modified for purposes of
     this Lease unless Landlord increases or decreases the actual square footage
     of the Building and such increase or decrease does not increase Tenant's
     obligations or reduce Tenant's rights under this Lease (above or below what
     they would have been in the absence of such increase or decrease).

     J. "Tenant's Pro Rata Share" shall mean 18.168% which is the quotient
     (expressed as a percentage), derived by dividing the Rentable Area in the
     Premises by the Rentable Area in the Building.

     K. "Permitted Use" shall mean general office use and other lawful uses
     consistent with other first-class office buildings in the John Wayne
     Airport Area of Orange County, California, i.e., Costa Mesa/Irvine/Newport
     Beach (excluding Newport Center) (the "JWAA"), and retail and
     sales/services uses incidental to Tenant's business operations which do not
     violate the certificate of occupancy for the Building or impose a
     substantial burden upon the visitor parking areas of the Property, and no
     other use or purpose.

     L. "Base Year" shall mean calendar year 2003.

     M. Omitted.

     N. "Broker" shall mean Transwestern Commercial Services representing
     Landlord and Cushman & Wakefield, Inc. representing Tenant.

     O. "Building Manager" shall mean Transwestern Commercial Services or such
     other company as Landlord shall designate from time to time.

     P. "Building Standard", shall mean the type, brand, quality and/or quantity
     of materials Landlord reasonably designates from time-to-time to be the
     minimum quality and/or quantity to be used in the Building, provided,
     however, that (i) no change in the then existing Building Standard shall
     require Tenant to alter the Premises or its use of the Premises in any
     respect, (ii) Landlord shall notify Tenant at least three (3) months in
     advance of any proposed change in Building Standard which is to be
     applicable to the Premises, (iii) Landlord shall not discriminate against
     Tenant in application of any Building Standard, and (iv) no change in
     Building Standard shall apply to any casualty damage or to any construction
     work initiated by Tenant prior to the change or to the restoration of any
     work performed by Tenant prior to the change so long as such work conforms
     to or exceeds the Building Standard in effect at the time the work was
     commenced.

     Q. "Business Day(s)" shall mean Mondays through Fridays exclusive of the
     normal business holidays of New Year's Day, Memorial Day, Independence Day,
     Labor Day, Thanksgiving Day and Christmas Day ("Holidays"). Landlord, from
     time to time during the Lease Term, shall have the right to designate not
     more than one additional Holiday, provided such additional Holiday is
     commonly observed by the majority of other comparable office buildings in
     the JWAA.

     R. "Common Areas" shall mean those areas located within the Building or on
     the Property used for corridors, elevator foyers, mail rooms, restrooms
     (including those located within the Premises, which shall not, however, be
     available for the common use of other tenants or the public), mechanical
     rooms, elevator mechanical rooms, property management office, janitorial
     closets, electrical and telephone closets, vending areas, and lobby areas
     (whether at ground level or otherwise), entrances, exits, sidewalks,
     skywalks, tunnels, driveways, parking areas and parking garages and
     landscaped areas and other similar facilities provided for the common use
     or benefit of tenants generally and/or the public.

     S. "Default Rate" shall mean the lower of (i) the Prime Rate plus four
     percent (4%) or (ii) the Maximum Rate.

     T. "Maximum Rate" shall mean the highest rate of interest from time-to-time
     permitted under applicable federal and state law.

     U. "Normal Business Hours" for the Building shall mean 7:00 a.m. to 6:00
     p.m. Mondays through Fridays, and 8:00 a.m. to 1:00 p.m. on Saturdays,
     exclusive of Holidays.

     V. "Prime Rate" shall mean the per annum interest rate announced by and
     quoted in the Wall Street Journal from time-to-time as the prime or base
     rate.

     W. "Property" shall mean the Building and the parcel(s) of land on which it
     is located, other improvements located on such land, the adjacent parcels
     of land that Landlord currently operates jointly with the Building, and
     other buildings and improvements located on such adjacent parcels of land,
     all as depicted on Exhibit A-2 attached hereto.

     X. "Service Areas" shall mean those areas within the Building used for
     stairs, elevator shafts, flues, vents, stacks, pipe shafts and other
     vertical penetrations (but shall not include any such areas for the
     exclusive use of a particular tenant).


                                       -2-

<PAGE>

     Y.   "Notice Addresses" shall mean the following addresses for Tenant and
     Landlord, respectively:

          Tenant:

          New Century Mortgage Corporation
          18400 Von Karman Avenue, Suite 1100
          Irvine, California  92612
          Attention:  General Counsel

          With a copy to:

          Hewitt & O'Neil L.L.P.
          19900 MacArthur Boulevard
          Suite 1050
          Irvine, California  92612
          Attention:  Leasing Counsel

          or such other names and addresses as Tenant shall, from time to time,
          designate.

          Landlord:

          Koll Center Irvine Number Two, L.L.C.
          c/o Transwestern Commercial Services
          18500 Von Karman Avenue, Suite 120
          Irvine, California  92612
          Attn:  Property Manager - Irvine Center Towers

          with a copy to:

          Transwestern Investment Company
          150 North Wacker Drive, Suite 800
          Chicago, Illinois  60606
          Attn:  Owner's Representative

          Payments of Rent only shall be made payable to the order of:

          Koll Center Irvine Number Two, L.L.C.

          at the following address:

          c/o Transwestern Commercial Services
          18500 Von Karman Avenue, Suite 120
          Irvine, California  92612

          or such other name and address as Landlord shall, from time to time,
          designate.

2. Lease Grant. Subject to and upon the terms herein set forth, Landlord leases
to Tenant and Tenant leases from Landlord the Premises together with the right,
in common with others (except for the restrooms on the 10th and 11th floors to
which Tenant shall have exclusive use rights), to use the Common Areas.

3. Existing Tenancy. The parties acknowledge that Tenant's parent corporation,
New Century Financial Corporation ("NCF"), currently occupies the Premises and
Suites 135, 200 and 900 of the Building pursuant to that certain Office Building
Lease dated June 9, 1997 by and between Landlord's predecessor in interest, Koll
Center Irvine Number Two, a California limited partnership, and NCF (as
subsequently amended, the "Existing Lease"). The term of the Existing Lease is
scheduled to expire on June 30, 2002 and shall be deemed terminated as of the
Commencement Date hereof; provided, however, that (i) Tenant shall be entitled
to use Suites 135 and 200, without the payment of Rent but otherwise on the
terms of this Lease, as staging areas during the construction of Tenant
Improvements pursuant to the Work Letter Agreement attached as Exhibit D to this
Lease (the "Work Letter") for up to thirty (30) days following the termination
of the Existing Lease; however, so long as Suite 135 and/or Suite 200 have not
been leased to a third party, such thirty (30) day period may be extended for
successive thirty (30) day periods until Landlord has entered into a lease for
the applicable space, and (ii) neither Tenant nor NCF shall be required to
remove any existing improvements or alterations in Suites 135 or 200.
Notwithstanding anything to the contrary in the preceding paragraph, as of the
date of final mutual execution and delivery of this Lease, Tenant shall cause
NCF to surrender and Landlord shall accept NCF's surrender of Suite 900 under
the Existing Lease. Thereafter, except as expressly provided in the Go2
Assignment (as defined below), NCF shall be deemed relieved of any liability
under the Existing Lease with respect to Suite 900 and that certain Standard
Sublease dated March 21, 2001 between NCF, as sublessor, and Go2 Systems, Inc.,
a Delaware corporation ("Go2"), as sublessee (the "Sublease") covering Suite
900, which Sublease Landlord shall assume as a direct lease between Landlord and
Go2 pursuant to an assignment and assumption agreement among Landlord, Go2 and
NCF substantially in the form attached hereto as Exhibit J (the "Go2
Assignment"). Concurrently with execution and delivery of the Go2 Assignment by
the parties thereto, Tenant shall deliver to Landlord the sum of $46,343.22,
which is the amount of Go2's security deposit under the Sublease Subject only to
latent defects and Landlord's obligations set forth in this Lease with respect
to the condition and repair of the Building, Premises and Property, including,
without limitation, Landlord's obligation to maintain the items and matters
described in this Lease, and


                                       -3-

<PAGE>

Landlord's obligations to provide services and utilities set forth in this
Lease, Landlord's obligations regarding restoration set forth in this Lease, and
matters which are Landlord's responsibility set forth in the Work Letter or
elsewhere in this Lease, Tenant hereby accepts the Premises AS-IS and agrees
that except for the Allowance and Landlord's Work as defined in the Work Letter,
Landlord shall have no obligation to otherwise improve the Premises.

4. Use. The Premises shall be used for the Permitted Use and for no other
purpose. Tenant agrees not to use or affirmatively permit the use of the
Premises for any purpose which is illegal or which creates a legal nuisance. In
addition, if an increase in the cost of insurance coverage with respect to the
Building results from Tenant's wrongful acts or use of the Premises for other
than general office uses, and if Tenant fails to cease such use within ten (10)
Business Days after written notice from Landlord, then Tenant hereby agrees to
pay the amount of such increase within twenty (20) Business Days after written
demand. Except for matters that are Landlord's obligation or responsibility
under this Lease and pursuant to Sections 18 and 19, and except ordinary wear
and tear or damage caused by matters beyond the reasonable control of Tenant,
Tenant will maintain the Premises in a clean and healthful condition, and comply
with all laws, ordinances, orders, rules and regulations of any governmental
entity ("Applicable Laws") with reference to the use, condition, configuration
or occupancy of the Premises; provided, however, that (i) the foregoing shall
apply only to Applicable Laws affecting Tenant's business and its particular
manner of use of the Premises for other than general office purposes; (ii)
Tenant shall have no obligation to comply with any Applicable Laws to the extent
that the particular violation or compliance in question would be remedied or
performed, as the case may be, by Landlord's discharge of its obligations under
other specific provisions of the Lease; (iii) Tenant shall have the right to
contest by appropriate legal proceedings the validity of any law, ordinance,
order, rule, regulation or requirement of the nature herein described and to
postpone compliance with the same pending such contest; (iv) Landlord shall
comply with all Applicable Laws generally applying to the Common Areas, the
Property or that relate to the base Building or the Building systems, except to
the extent such compliance obligations are triggered by Tenant's alterations to
the Premises or are required because of Tenant's use of the Premises for other
than normal and customary business office operations; and (v) no violation of
law regarding Tenant's employment practices shall be a default under this Lease
unless the same shall otherwise constitute a default under this Lease. Tenant,
within a reasonable time after the receipt thereof, shall provide Landlord with
copies of any notices it receives with respect to a violation or alleged
violation of any such laws, ordinances, orders, rules and regulations. Tenant,
at its expense, will comply with the rules and regulations of the Building
attached hereto as Exhibit B and such other rules and regulations adopted and
altered by Landlord from time-to-time and will use commercially reasonable
efforts to cause all of its agents, employees, invitees and visitors to do so;
provided, however, that (i) all new rules and regulations and changes to any
rules and regulations will be reasonable and shall be sent by Landlord to Tenant
in writing, (ii) rules and regulations shall not be modified or enforced in a
manner which will unreasonably interfere with the normal and customary conduct
of Tenant's business, (iii) no rule or regulation or any modification thereto
shall increase the Rent to be paid by Tenant or reduce Tenant's rights under
this Lease. If any other tenant or occupant fails to comply with the rules and
regulations and such non-compliance materially interferes with Tenant's use of
the Premises, Landlord shall use commercially reasonable efforts to enforce such
rules and regulations as against such tenant or occupant. In the event of any
direct conflict between the rules and regulations and the other provisions of
this Lease, the latter shall control.

5.   Base Rent.

     A. Tenant covenants and agrees to pay to Landlord during the Lease Term,
     without any setoff or deduction except as otherwise expressly provided
     herein, the full amount of all Base Rent and Additional Rent due hereunder
     and the full amount of all such other sums of money as shall become due
     under this Lease (including, without limitation, any charges for services,
     goods or materials furnished by Landlord at Tenant's request and not
     provided as part of the base Building services), all of which hereinafter
     may be collectively called "Rent." In addition Tenant shall pay and be
     liable for, as Additional Rent, one-half of all rent taxes or other similar
     taxes, if any, levied or imposed by any city, state, county or other
     governmental body having authority on the rent payable hereunder (Landlord
     hereby acknowledging that no such rent taxes or similar taxes are currently
     imposed), such payments to be in addition to all other payments required to
     be paid to Landlord by Tenant under the terms and conditions of this Lease.
     In the event of nonpayment of any Rent, Landlord shall be entitled to
     exercise all such rights and remedies as are herein provided in the case of
     the nonpayment of Base Rent and Additional Rent. Any such payments shall be
     paid concurrently with the payments of the Rent on which the tax is based.
     The Base Rent and Additional Rent for each calendar year or portion thereof
     during the Lease Term, shall be due and payable in advance in monthly
     installments of the first day of each calendar month during the Lease Term
     and any extensions or renewals hereof, and Tenant hereby agrees to pay such
     Base Rent and Additional Rent to Landlord without demand. If the Lease Term
     commences on a day other than the first day of a month or terminates on a
     day other than the last day of a month, then the installments of Base Rent
     and Additional Rent for such month or months shall be prorated, based on
     the number of days in such month. No payment by Tenant or receipt or
     acceptance by Landlord of a lesser amount than the correct installment of
     Rent due under this Lease shall be deemed to be other than a payment on
     account of the earliest Rent due hereunder, nor shall any endorsement or
     statement on any check or any letter accompanying any check or payment be
     deemed an accord and satisfaction, and Landlord may accept such check or
     payment without prejudice to Landlord's right to recover the balance or
     pursue any other available remedy. The acceptance by Landlord of an
     installment of Rent on a date after the due date of such payment shall not
     be construed to be a waiver of Landlord's right to declare a default for
     any other late payment. All amounts received by Landlord from Tenant
     hereunder shall be applied first to the earliest accrued and unpaid Rent
     then outstanding. Tenant's covenant to pay Rent shall be independent of
     every other covenant set forth in this Lease.

     B. To the extent allowed by law, all installments of Rent not paid when
     due, which failure continues for ten (10) days after written notice
     thereof, shall bear interest at the Default Rate from the date due until



                                       -4-

<PAGE>

     paid. In addition, if Tenant fails to pay any installment of Base Rent and
     Additional Rent or any other item of Rent when due and payable hereunder,
     and such failure continues for a period of five (5) days after written
     notice from Landlord of such failure (except that no such notice shall be
     required the third time in any twelve (12) month period that such failure
     occurs), a "Late Charge" equal to three percent (3%) of such unpaid amount
     will be due and payable by Tenant to Landlord upon notice from Landlord;
     provided, however, that any Late Charge not imposed by Landlord within
     sixty (60) days after it accrues shall be deemed waived.

     C. The Additional Rent payable hereunder shall be adjusted from
     time-to-time in accordance with the provisions of Exhibit C attached hereto
     and incorporated herein for all purposes.

6.   Security Deposit. Intentionally Omitted.

7.   Services to be Furnished by Landlord.

     A. Landlord agrees to operate and maintain the Building in a high quality
     manner consistent with that observed by owners of comparable first class
     office buildings in the JWAA and to furnish Tenant the following services
     on all days (unless otherwise set forth below) during the Lease Term,
     provided the increased costs of such services over costs for such services
     during the Base Year shall be paid by Tenant as Additional Rent as and to
     the extent required pursuant to Exhibit C:

        (1)  Hot and cold water for use in the lavatories on the floor(s) on
             which the Premises is located. If Tenant desires water in the
             Premises for any approved reason, including a private lavatory or
             kitchen, cold water shall be supplied, at Tenant's sole cost and
             expense, from the Building water main through a line and fixtures
             installed at Tenant's sole cost and expense with the prior
             reasonable consent of Landlord. If Tenant desires hot water in
             the Premises, Tenant, at its sole cost and expense and subject to
             the prior reasonable consent of Landlord, may install a hot water
             heater in the Premises. Tenant shall be solely responsible for
             the maintenance and repair of any such water heater.

        (2)  Central heat and air conditioning in season during Normal Business
             Hours, at such temperatures and in such amounts as are reasonably
             considered to be standard for first class office buildings in the
             JWAA to maintain a comfortable office environment and in no event
             less than amounts required by governmental authority; provided,
             however, Tenant acknowledges that the HVAC service it is receiving
             under the Existing Lease meets this standard. In the event that
             Tenant requires central heat, ventilation or air conditioning
             ("HVAC") service at times other than Normal Business Hours, such
             additional service shall be furnished by way of the existing
             automated telephonic system. Landlord shall initially provide
             after-hours HVAC service to Tenant for the entire Premises at a
             fixed rate of $37.50 per hour with a one (1) hour minimum.
             Commencing as of January 1, 2004, and annually thereafter, such
             $37.50 per hour rate shall be subject to increase or decrease based
             upon the percentage increase or decrease, if any, in the then price
             per kilowatt hour over the price per kilowatt hour incurred during
             the Base Year; provided, however, in no event shall such rate be
             reduced below $37.50 per hour if the price per kilowatt hour on
             January 1, 2004 or on January 1 of any subsequent calendar year is
             less than the price per kilowatt hour incurred during the Base
             Year. Landlord represents and warrants to Tenant that (i) all such
             HVAC from the Building chiller units shall be of the quality and
             type as that provided in Class A Buildings in the JWAA, and (ii)
             that, throughout the duration of the Lease, the existing chiller
             units and other equipment of the existing Building HVAC system will
             be maintained by Landlord in good operating condition.

        (3)  Maintenance and repair and electric lighting service of all Common
             Areas and Service Areas of the Building in the manner and to the
             extent reasonably deemed to be standard for first class office
             buildings in the JWAA.

        (4)  Janitor service on Business Days in substantial accordance with
             the cleaning specifications attached hereto as Exhibit I or
             otherwise consistent with the cleaning specifications for first
             class office buildings in the JWAA, provided, however, if Tenant's
             floor coverings or other improvements require special treatment and
             Tenant asks Landlord to provide such treatment, Tenant shall pay
             the reasonable additional cleaning cost attributable thereto as
             Additional Rent upon presentation of a statement therefor by
             Landlord. Notwithstanding the foregoing, if Tenant desires to
             provide janitorial services which are in addition to the services
             provided by Landlord as set forth in this subsection ("Tenant's
             Janitors"), then to the extent that Tenant's Janitors do not
             unreasonably interfere with the janitorial services provided by
             Landlord for the Property and are bonded and insured to Landlord's
             satisfaction, Landlord shall permit Tenant's Janitors reasonable
             ingress and egress to the Premises. Landlord shall have the right
             to approve the individuals or entities serving as Tenant's
             Janitors, which approval may not be unreasonably withheld or
             delayed. Landlord also shall provide necessary facilities and/or
             procedures at reasonable locations within the Building to
             facilitate the recycling of paper in accordance with Applicable
             Law. In addition, Landlord shall furnish window washing as a
             service for the Building. If Landlord stores and/or operates any
             window washing equipment along certain portions of the ledges
             surrounding the floor(s) of the Building on


                                       -5-

<PAGE>

          which the Premises are located, Landlord agrees that during all times
          that such equipment is not in use, such equipment shall be concealed
          from view from any and all employees, invitees and guests of Tenant
          from any portion of the Premises. Landlord further agrees that no
          window washing personnel shall enter the Premises in order to access
          the exterior of the Building without Tenant's consent which shall not
          be unreasonably withheld.

     (5)  Electric current and electric facilities to the Premises for general
          office use, in no event less than the greater of (a) an amount
          sufficient to accommodate an electrical demand load of an average of
          six (6) watts per square foot of Rentable Area of the Premises
          multiplied by the Normal Building Hours on a monthly basis (not
          including the electricity required to run the Building heating and air
          conditioning system) (the "Standard Electrical Usage") or (b) the
          average power per square foot of Rentable Area of the Premises
          provided by Landlord to the Premises pursuant to the Existing Lease,
          all in accordance with and subject to the terms and conditions of
          Section 11 of this Lease. (6) Fluorescent bulb replacement in the
          Premises necessary to maintain the lighting existing at the Premises
          or provided or installed by Landlord or Tenant pursuant as set forth
          in the Work Letter and fluorescent and incandescent bulb and ballast
          replacement in the Common Areas and Service Areas.

     (7)  Passenger elevator service in common with Landlord and other persons
          during Normal Business Hours, providing for ingress and egress to and
          from the floors of the Premises and with at least one elevator
          available at all other times; provided, however, that Landlord shall
          not reduce the number of elevators serving the Premises as of the date
          hereof; and freight elevator service in common with the Landlord and
          other persons during Normal Business Hours and, subject to scheduling
          by Landlord, after Normal Business Hours. Landlord shall use
          commercially reasonable efforts to provide Tenant, on occasion, with
          exclusive freight elevator service as reasonably necessary, subject to
          availability and reasonable scheduling by Landlord.

     (8)  Notwithstanding the foregoing, subject to the other provisions of this
          Lease, including without limitation, Paragraphs 17, 18 and 34D, Tenant
          shall have access to the Premises and entry access to the Building
          twenty-four (24) hours per day, seven (7) days per week year-round.
          Access control shall be provided for the Building facility seven (7)
          days per week, twenty-four (24) hours per day, in a manner not less
          extensive than the access control standards in effect for the Building
          on the date of this Lease. Tenant shall have the right to install or
          institute its own access control and/or security systems for the
          Premises as Tenant may deem appropriate, subject to Landlord's
          reasonable approval of Tenant's plans and specifications, and provided
          the same do not unreasonably interfere with the Building systems and
          provided Landlord at all times has access to the Premises. Tenant
          shall have the right to all information and reports ("Data")
          pertaining to the operation of any card-key access control system in
          the Building by Tenant's employees, including Data detailing Tenant's
          employees that enter/exit the Building, Premises and elevators. Tenant
          shall cooperate reasonably in Landlord's efforts to maintain access
          control to the Building and shall follow all reasonable regulations
          promulgated by Landlord with respect thereto. NOTWITHSTANDING ANYTHING
          HEREIN TO THE CONTRARY TENANT EXPRESSLY ACKNOWLEDGES AND AGREES THAT
          LANDLORD IS NOT WARRANTING THE EFFICACY OF ANY ACCESS PERSONNEL,
          SERVICE, PROCEDURES OR EQUIPMENT AND THAT TENANT IS NOT RELYING AND
          SHALL NOT HEREAFTER RELY ON ANY SUCH PERSONNEL SERVICE, PROCEDURES OR
          EQUIPMENT. LANDLORD SHALL NOT BE RESPONSIBLE OR LIABLE IN ANY MANNER
          FOR FAILURE OF ANY ACCESS PERSONNEL, SERVICES, PROCEDURES OR EQUIPMENT
          TO PREVENT, CONTROL, OR APPREHEND ANYONE SUSPECTED OF CAUSING PERSONAL
          INJURY OR DAMAGE IN, ON OR AROUND THE PROJECT.

     (9)  Routine pest control, and periodic indoor air quality monitoring as
          Landlord deems reasonably necessary or upon written request from
          Tenant if there is viable evidence of an air quality issue (and
          remediation as necessary).

     B. If Tenant requests any other utilities or building services in addition
     to those identified above, or any of the above utilities or building
     services in frequency, scope, quality or quantities substantially greater
     than the greater of (i) those set forth above or (ii) those provided by
     Landlord to other tenants of the Building, then Landlord shall use
     reasonable efforts to attempt to furnish Tenant with such additional
     utilities or building services. Landlord may impose a reasonable charge,
     not to exceed Landlord's Actual Cost for such additional utilities or
     building services, which shall be paid monthly by Tenant as Additional Rent
     on the same day that the monthly installment of Base Rent is due.

     C. Except as otherwise expressly provided herein, the failure by Landlord
     to any extent to furnish, or the interruption or termination of these
     defined services in whole or in part, resulting from adherence to laws,
     regulations and administrative orders, wear, use, repairs, improvements
     alterations or any causes beyond the reasonable control of Landlord,
     including, without limitation, the following: (i) accident, breakage or
     repairs; (ii) strikes, lockouts or other labor disturbance or labor dispute
     of any character; (iii) governmental regulation, moratorium or other
     governmental action or inaction; (iv) inability despite


                                       -6-

<PAGE>

     the exercise of reasonable diligence to obtain electricity, water or fuel;
     and (v) service interruptions or any other unavailability of utilities
     resulting from causes beyond Landlord's control, including, without
     limitation, any utility service provider initiated "brown-out" or
     "black-out", shall not render Landlord liable in any respect nor be
     construed as a constructive eviction of Tenant, nor give rise to an
     abatement of Rent, nor relieve Tenant from the obligation to fulfill any
     covenant or agreement hereof except as set forth below in Section 7D.
     Should any of the equipment or machinery used in the provision of such
     services for any cause cease to function properly, Landlord shall use
     reasonable diligence to repair such equipment or machinery.

     D. In case of a failure or interruption in utilities or services to the
     Premises, Landlord will take all reasonable steps to restore the
     interrupted utilities/services. Notwithstanding anything to the contrary in
     this Section 7, if Tenant's access to or use of the Building, parking areas
     or Premises or a material portion thereof is materially interfered with
     such that Tenant is prevented from using (meaning that Tenant is unable to
     use the Premises or material portion thereof in the normal course of its
     business) and does not use the Premises or material portion thereof for
     four (4) or more consecutive Business Days (or two (2) Business Days if the
     loss of use results solely from Landlord's acts) (or five (5) total days in
     any calendar month) because of (i) an interruption or discontinuance of the
     utilities or services to be provided under this Section 7 which
     interruption or discontinuance is not caused by the negligence or
     misconduct of Tenant or its agents, employees or contractors (but expressly
     excluding any Electric Service Provider initiated "brown-out," "black-out"
     or other Electric Service Provider interruption in service not attributable
     to Landlord that affects the JWAA generally, so long as Landlord has not
     entered into any "interruptible rate" contract with an Electric Service
     Provider), or (ii) any repair, maintenance or alteration performed by
     Landlord or its agents, employees or contractors, or which Landlord failed
     to perform as required by this Lease, or (iii) the presence of, or cleanup
     or remediation activities in connection with, Hazardous Substances not
     brought on the Premises by Tenant, then Tenant's rent shall be abated for
     the period of such failure or interruption until the date utilities and/or
     services are restored and Tenant is no longer prevented from using the
     Premises or material portion thereof or, as applicable, the date Tenant is
     otherwise permitted to re-occupy the Premises following completion of the
     work described in the foregoing clauses (ii) and (iii), and Landlord shall
     pay to Tenant, to the extent covered (except for any deductible amount) by
     insurance retained by Landlord, any incremental reasonable, out of pocket
     expense that Tenant incurs in relocating functions previously performed in
     the unusable area of the Premises to a different location. For this
     purpose, an incremental expense shall be any expense that the Tenant incurs
     in relocating from the unusable area to a temporary location and then
     relocating back to the unusable area (after such area has been made fit for
     Tenant's Permitted Use) that Tenant would not have had to incur but for
     such relocation. Furthermore, in the event that Tenant is prevented from
     using and does not use the Premises for any of the foregoing reasons for
     180 total days in any calendar year, Tenant shall have the right to
     terminate this Lease without penalty by delivering thirty (30) days' prior
     written notice to Landlord of its election to terminate within five (5)
     days after the expiration of said 180 day period. If Tenant's right to
     abatement of rent under this Lease occurs during a free rent period which
     arises after the Commencement Date, Tenant's free rent period shall be
     extended for the number of days that the abatement period overlapped the
     free rent period. The foregoing provisions shall not apply in the event of
     a casualty or condemnation, which shall be governed by Sections 18 and 19
     of this Lease. Landlord agrees that it has not and will not without
     Tenant's prior written consent, enter into any "interruptible rate" or
     similar discount electrical contract with the electrical supplier to the
     Building or Premises which might result in an impairment of the electricity
     services to be provided to Tenant under this Section 7. So long as the
     electricity services to be furnished by Landlord under this Lease cannot be
     impaired as a result thereof, Landlord at its sole discretion shall
     otherwise be entitled to enter into a discount electrical contract without
     Tenant's prior consent.

     E. Tenant shall have the right, at Tenant's sole cost and expense, to
     install, operate and maintain supplemental air conditioning and heating
     service to Tenant's computers or for the purpose of servicing the Premises
     during Normal Building Hours or other than Normal Building Hours (the
     "Tenant HVAC System"). The design, configuration and location of the Tenant
     HVAC System shall comply with applicable code requirements and are subject
     to Landlord's prior written approval, which shall not be unreasonably
     withheld. If required for such purpose, Tenant may connect into the
     Building's chilled water system, however, Tenant shall pay Landlord for any
     chilled water supplied by Landlord at the actual cost incurred by Landlord
     therefor, but without charge for profit, depreciation or administration
     ("Actual Cost"). Tenant shall be permitted to access 277/480 volts of
     electricity from the existing bus duct riser in connection with the Tenant
     HVAC System. If utilities for the Tenant HVAC System at the Premises,
     including electrical power, hot or chilled water, shall be separately
     metered, then the cost of the meters, maintenance thereof, and the cost of
     the utilities shall be at Tenant's expense. At Tenant's sole option, Tenant
     shall be permitted to remove the Tenant HVAC System, and repair any damages
     to the Building caused by such removal, or leave same in the Premises, in
     which event the same shall become a part of the realty and belong to
     Landlord and shall be surrendered with the Premises upon the expiration or
     earlier termination of this Lease.

8.   Leasehold Improvements/Tenant's Property. All fixtures, equipment,
improvements and appurtenances attached to, or built into, the Premises at the
commencement of or during the Lease Term, whether or not by, or at the expense
of, Tenant ("Leasehold Improvements"), shall be and remain a part of the
Premises; shall be the property of Landlord upon expiration of the Term; and
shall not be removed by Tenant except as expressly provided herein. All
unattached and moveable partitions, trade fixtures, moveable equipment or
furniture located in the Premises and acquired by or for the account of Tenant,
which can be removed without structural damage to the Building or Premises, and
all personalty brought into the Premises by Tenant ("Tenant's Property") shall
be owned and insured by Tenant to the extent required in this Lease. Tenant
shall remove, at Tenant's sole cost, all of Tenant's fixtures, furniture, trade
fixtures, equipment and other items of personal property installed on or located
in the Premises promptly upon expiration or earlier termination of this Lease
(except that Tenant may elect at its option, to


                                       -7-

<PAGE>

leave in place telephone data and/or network cabling and may leave floor and
wall coverings in their then-existing "as is" condition and shall have no
obligation to repaint, install new floor covering or to patch normal,
immaterial, wall and floor penetrations). In addition, Tenant shall remove
promptly upon expiration or earlier termination of this Lease any alterations,
additions or other improvements (excluding any of the improvements existing in
the Premises on the date of this Lease or described in the Work Letter)
installed by or on behalf of Tenant as are designated by Landlord if Landlord
gave Tenant written notice of such removal requirement at the time that Landlord
gave its written approval of such installations and/or alterations because the
same are atypical for normal and customary office purposes (the "Required
Removables") and at Tenant's sole cost, Tenant shall repair any and all damage
to the Premises resulting from the removal of Tenant's Property and the Required
Removables except to the extent any areas of the Premises will be demolished by
Landlord for a succeeding tenant. In the event that Landlord so elects, and
Tenant fails to remove the Required Removables, Landlord may after notice to
Tenant remove the Required Removables at Tenant's cost, and repair any damage to
the Premises caused by such removal in which event Tenant shall pay Landlord
within twenty (20) Business Days of written demand, all costs incurred in
removing, storing and/or disposing of the Required Removables and repairing any
damage to the Premises resulting therefrom. Landlord, at its sole option, and
subject to Landlord's entry limitations as set forth in this Lease, may inspect
any and all alterations and repairs made by or on behalf of the Tenant. The
terms of this Section 8 shall survive the expiration or earlier termination of
this Lease.

9. Signage. Tenant shall be entitled to retain Tenant's existing Building top
signs (and all Building top sign rights shall be exclusive to New Century
Mortgage Corporation or an "Approved Assignee") during the Term and any Option
Term, as well as Tenant's identity signs on the directory board in the Building
lobby and at the entry doors to Suites 1000 and 1100. As used herein, an
"Approved Assignee" shall mean a transferee pursuant to a Permitted Transfer
under Section 13E below or an assignee of Tenant otherwise approved by Landlord
pursuant to Section 13 which has a tangible net worth of at least One Hundred
Million Dollars ($100,000,000) whose name is not an Objectionable Name. Should
the name and/or logo of Tenant or an Approved Assignee, as the case may be, be
legally changed to another name and/or logo (the "New Name"), Tenant or the
Approved Assignee shall be entitled to modify, at such party's sole cost and
expense, Tenant's or the Approved Assignee's name on the Building top signs to
reflect Tenant's or the Approved Assignee's New Name, so long as the New Name is
not an "Objectionable Name." The term "Objectionable Name" shall mean any name
which relates to an entity which is of a character or reputation, or is
associated with a political orientation or faction, which is inconsistent with
the quality of the Property, or which would otherwise reasonably offend
landlords of comparable buildings in the JWAA or is in violation of sign rights
(which do not conflict with Tenant's right to Building top signage) previously
granted to other tenants of the Property of which Tenant has previously been
apprised in writing. Except for the foregoing, Tenant shall have no right to
place any sign upon the Premises, the Building or elsewhere upon the Property or
which can be seen from outside the Premises.

Landlord shall maintain and repair all of Tenant's signs at Tenant's expense.
Upon the expiration or earlier termination of this Lease, Landlord shall, at
Tenant's sole cost and expense (except as otherwise set forth hereinabove), and
after obtaining Tenant's reasonable approval of the bid for such removal, (i)
cause all of Tenant's signs to be removed from the exterior and interior of the
Building, (ii) except for ordinary wear and tear, repair any damage caused by
the removal of Tenant's signs, and (iii) restore the underlying surfaces to the
condition existing prior to the installation of Tenant's signs; provided,
however, the foregoing restoration requirement with respect to any interior
Building surfaces shall exclude ordinary wear and tear.

The sign rights granted herein are personal to the original Tenant executing
this Lease or an Approved Assignee and may not be assigned, voluntarily or
involuntarily, by Tenant to any person or entity other than an Approved
Assignee. The rights granted to the original Tenant hereunder are not assignable
separate and apart from this Lease, nor may any right granted herein be
separated from this Lease in any manner, either by reservation or otherwise.

10.  Repairs and Alterations by Tenant.

     A. Except to the extent such obligations are imposed upon Landlord
     hereunder, Tenant shall, at its sole cost and expense, maintain the
     Premises in good order, condition and repair throughout the entire Lease
     Term, ordinary wear and tear, casualty, condemnation and matters beyond the
     reasonable control of Tenant excepted. Tenant agrees to keep the areas
     visible from outside the Premises in a neat, clean and attractive condition
     at all times. Except for matters that are Landlord's obligation under this
     Lease or as to which the Insurance Exception (as defined in Section 10(C),
     below) or the provisions hereof relating to casualty applies, Tenant shall
     be responsible for all repairs replacements and alterations in and to the
     Premises, Building and Property and the facilities and systems thereof, the
     need for which arises out of (1) Tenant's manner of use of the Premises,
     (2) the installation, removal, use or operation of Tenant's Property (as
     defined in Section 8. above), (3) the moving of Tenant's Property into or
     out of the Building, or (4) the negligence or willful misconduct of Tenant,
     its agents, contractors, employees or invitees. All such repairs,
     replacements or alterations shall be performed in accordance with Section
     10.B. below and the nondiscriminatory rules, policies and procedures
     reasonably enacted by Landlord from time to time for the performance of
     work in the Building that do not conflict with or exceed the provisions of
     Section 10.B. below. If Tenant fails to maintain the Premises in good
     order, condition and repair, Landlord shall give Tenant notice to perform
     such acts as are reasonably required to so maintain the Premises. If Tenant
     fails to promptly commence such work and diligently pursue it to its
     completion, then Landlord may, at its option, after notice to Tenant, make
     such repairs, and Tenant shall pay the cost thereof to Landlord on demand
     as Additional Rent, together with an administration charge in an amount
     equal to four percent (4%) of the Actual Cost of such repairs.

     B. Tenant shall have the right, without Landlord's consent, to make
     strictly cosmetic, non-structural additions and alterations ("Cosmetic
     Alterations") to the Premises that do not (i) affect the exterior



                                       -8-

<PAGE>

     appearance of the Building or (ii) affect the Building systems or the
     Building structural elements ((i) and (ii) above are collectively called a
     "Design Problem"). Except in connection with Cosmetic Alterations, Tenant
     shall not make or allow to be made any alterations, additions or
     improvements to the Premises, without first obtaining the written consent
     of Landlord in each such instance, which consent shall not be unreasonably
     withheld provided the same do not constitute a Design Problem. Prior to
     commencing any work for which Landlord's consent is required and as a
     condition to obtaining Landlord's consent, Tenant must furnish Landlord
     with plans and specifications reasonably acceptable to Landlord; names and
     addresses of contractors reasonably acceptable to Landlord; copies of
     necessary permits and approvals; evidence of contractor's and
     subcontractor's insurance in accordance with Section 15. hereof (provided,
     however, that no payment bond or other security shall be required if the
     project cost is $100,000 or less or if Tenant provides assurances
     reasonably satisfactory to Landlord that the contractor is financially
     capable of completing the proposed work and making all payments required
     therefor to subcontractors and materialmen, all in form and amount
     reasonably satisfactory to Landlord. Tenant shall be responsible for
     insuring that all such persons procure and maintain insurance coverage
     against such risks, in such amounts (not to exceed $2,000,000 aggregate)
     and with companies licensed to do business in California and rated at least
     B+,, VII in Best's or the equivalent, all as Landlord may reasonably
     require in light of the scope of work, experience of contractor and
     creditworthiness of Tenant and such contractor, including, but not limited
     to, Builder's Risk and Worker's Compensation insurance. All such
     improvements, alterations or additions shall be constructed in a good and
     workmanlike manner using Building Standard materials or other new materials
     of equal or greater quality or shall otherwise be compatible with the
     existing improvements at the Premises. Landlord, to the extent reasonably
     necessary to avoid any unreasonable disruption to the tenants and occupants
     of the Building, shall have the right to designate the time during Normal
     Business Hours when any such alterations, additions and improvements may be
     performed and to otherwise designate reasonable and non-discriminatory
     rules, regulations and procedures for the performance of work in the
     Building that do not increase Tenant's obligations or decrease Tenant's
     rights under this Lease or under contracts in place for such work. Upon
     completion, Tenant shall furnish "as-built" plans(if available) and lien
     waivers covering all material amounts of labor and materials. All
     improvements, alterations and additions shall comply with the insurance
     requirements, codes, ordinances, laws and regulations, including without
     limitation, the Americans with Disabilities Act (subject to Section 21,
     below). Amounts, if any, expended by Landlord for third party examination
     of the architectural, mechanical, electrical and plumbing plans for any
     alterations, additions or improvements shall be borne by Landlord. If
     Landlord so requests, Landlord shall be entitled by notice to Tenant given
     at the time of plan approval, to oversee the construction of any
     alterations, additions or improvements that could reasonably be expected to
     affect the structure of the Building or any of the mechanical, electrical,
     plumbing or life safety systems of the Building. In the event Landlord
     elects to and does oversee such work, Landlord shall be entitled to receive
     a fee for such oversight in an amount equal to four percent (4%) of the
     cost of such alterations, additions or improvements. Landlord's approval of
     Tenant's plans and specifications for any work performed for or on behalf
     of Tenant shall not be deemed to be representation by Landlord that such
     plans and specifications comply with applicable insurance requirements,
     building codes, ordinances, laws or regulations or that the alterations,
     additions and improvements constructed in accordance with such plans and
     specifications will be adequate for Tenant's use. The provisions of this
     Section 10.B shall not apply to Tenant's initial improvements at the
     Premises, which shall instead be governed by the terms of the Work Letter.

     C. Landlord shall, at its expense (except as included in Basic Costs to the
     extent permitted by this Lease), keep and maintain in first-class condition
     and keep in good repair and working order and make all repairs (including
     replacements, as necessary) to and perform necessary maintenance upon: (i)
     all structural elements of the Building and Property, including without
     limitation the foundation, floor/ceiling slabs, roof, exterior walls,
     curtain wall, exterior glass and mullions, columns, beams, shafts
     (including elevator shafts), stairs and stairwells, unless the need to make
     a structural alteration or repair results from Tenant's particular manner
     of operation or use of the Premises for other than general office purposes
     or from any alterations, additions or improvements (other than the initial
     improvements installed pursuant to the Work Letter attached hereto)
     performed by or on behalf of Tenant in the Premises; (ii) all mechanical,
     electrical, life safety, plumbing, sprinkler systems and HVAC systems
     within the Premises and Building to the extent such has not been installed
     by Tenant or its contractors; (iii) all elements of the Building and the
     Premises necessary to provide the services described in Section 7; and (iv)
     the Building facilities common to all tenants including but not limited to
     the ceilings, lighting, HVAC, plumbing, walls and floors in the Common
     Areas and Service Areas, plazas, men's and women's washrooms, elevator
     cabs, exterior Property signage, parking areas, landscaping and artwork.
     Notwithstanding the foregoing, Tenant shall be responsible for the cost of
     any alterations, repairs, changes and additions to the foregoing
     necessitated by the negligent or willful misconduct of Tenant, its agents,
     employees or contractors unless and to the extent such damage is covered by
     insurance carried or required to be carried by Landlord pursuant to this
     Lease and to which the waiver of subrogation is applicable (such obligation
     to the extent applicable to Tenant as qualified and conditioned will
     hereinafter be defined as the "Insurance Exception"). Notwithstanding any
     of the provisions set forth in this Lease to the contrary, if Tenant
     provides written notice (or, in the case of an emergency, oral notice
     followed by written notice within twenty-four (24) hours of such oral
     notice) to Landlord of an event or circumstance which requires the action
     of Landlord with respect to repair and/or maintenance of the Building,
     Premises or Property as herein described, or Landlord's failure to provide
     services under Section 7, which event or circumstance adversely affects the
     conduct of Tenant's business at or from the Premises, and Landlord fails to
     commence corrective action within a reasonable period of time, given the
     circumstances, after the receipt of such notice, but in any event not later
     than fifteen (15) days after receipt of such notice, then Tenant may
     proceed to take the required action upon delivery of an additional five (5)
     days' notice to Landlord specifying that Tenant is taking such required
     action to the extent such action was required under the provisions of this
     Lease to be taken by Landlord and was not commenced by Landlord within such
     five (5) day period and thereafter diligently pursued to completion,


                                       -9-

<PAGE>

     then Tenant shall be entitled to prompt reimbursement by Landlord of
     Tenant's reasonable costs and expenses in taking such action plus interest
     thereon at the Prime Rate. In exercising its rights hereunder, with respect
     to any Building systems, Tenant shall use only the Building mechanical,
     electrical, plumbing and fire and life-safety contractors; provided,
     however, that such contractors are available and offer competitive market
     rates for services. If any Building contractor is unavailable or does not
     offer competitive rates, subject to Landlord's prior reasonable approval,
     Tenant may use other licensed contractors. In the event of repairs of an
     emergency nature which are necessary, in Tenant's reasonable opinion, to
     allow Tenant to continue to use the Premises for critical business
     operations or to protect persons or property from imminent risk of damage
     or injury, then Tenant may immediately make such repairs without regard to
     the time periods or notices or other restrictions set forth above and in
     connection therewith, and, if such repairs were required to be made by
     Landlord under this Lease, then Landlord shall reimburse Tenant for the
     cost of such repairs, to the extent Landlord would have been required to do
     so pursuant to this Lease (but only to the extent that the cost thereof
     does not exceed the cost that Landlord would reasonably have had to incur
     if Landlord had made such repairs), but without regard to Tenant's failure
     to comply with the first notice and second notice requirements set forth
     above. Promptly following completion of any work taken by Tenant pursuant
     to the provisions of this Section 9, Tenant shall deliver a detailed
     invoice of the work completed, the materials used and the costs relating
     thereto. If Landlord does not deliver a detailed written objection to
     Tenant within fifteen (15) days after receipt of an invoice from Tenant,
     then Tenant shall be entitled to deduct from rent payable by Tenant under
     this Lease, the amount set forth in such invoice. If, however, Landlord
     delivers to Tenant, within fifteen (15) days after receipt of Tenant's
     invoice, a written objection to the payment of such invoice, setting forth
     with reasonable particularity Landlord's reasons for its claim that such
     action did not have to be taken by Landlord pursuant to the provisions of
     this Lease or that the charges are excessive (in which case Landlord shall
     pay the amount it contends would not have been excessive), then, if elected
     by either Landlord or Tenant, the matter shall proceed to expedited
     arbitration pursuant to Section 30 of this Lease. If Tenant prevails in the
     arbitration, the amount of the Award (which shall include interest at the
     Prime Rate from the time of each expenditure by Tenant until the date
     Tenant receives such amount by payment or offset and attorneys' fees and
     related costs) may be deducted by Tenant from rent next due and owing under
     this Lease.

11.  Use of Electrical Services by Tenant.

     A. All electricity used by Tenant in the Premises shall be paid for by
     Tenant through inclusion in Base Rent and Basic Costs (except as provided
     in Section 11.B. below with respect to excess usage). Landlord shall have
     the right at any time and from time-to-time during the Lease Term to
     contract for electricity service from such providers of such services as
     Landlord shall elect (each being an "Electric Service Provider") provided
     there is no interruption of service for any appreciable length of time
     during business hours, electricity services to Tenant are not materially
     reduced and Tenant's electricity costs are not materially increased as a
     result thereof. Tenant shall cooperate with Landlord, and the applicable
     Electric Service Provider, at all times and, as reasonably necessary,
     subject to the restrictions on entry set forth elsewhere in this Lease,
     shall allow Landlord and such Electric Service Provider reasonable access
     to the Building's electric lines, feeders, risers, wiring, and any other
     machinery within the Premises.

     B. Tenant's use of electrical services furnished by Landlord shall not
     exceed the Standard Electrical Usage amount provided by Landlord pursuant
     to Section 7, above, without Landlord's prior written consent, which
     consent shall not be unreasonably withheld, conditioned or delayed.
     Landlord, as a condition to granting such consent, may require that such
     equipment be separately metered at Tenant's expense. Tenant acknowledges
     that reasonable bases for Landlord's withholding of consent to such excess
     usage include (i) additional capacity does not exist with respect to the
     area(s) of the Premises in question or (ii) Tenant's excess usage would
     diminish Landlord's ability to provide standard electricity capacity to
     other tenant(s) of the Building. Tenant shall pay all metered costs
     attributable to Tenant's electrical power consumption in excess of the
     Standard Electrical Usage within the Premises. Landlord may at its option,
     after reasonable notice to Tenant and an opportunity for Tenant to cease
     such excess electrical consumption, at Tenant's expense, submeter all or
     any portion of such excess electrical consumption. Landlord, at any time
     during the Lease Term, at Landlord's sole cost, risk and expense (unless
     otherwise provided elsewhere in this Lease), shall have the right to
     separately meter electrical usage for the Premises or to measure electrical
     usage by survey or any other method that Landlord, in its reasonable
     judgment, deems appropriate, provided Tenant shall not be charged for
     amounts except excess consumption above the Standard Electrical Usage, if
     any.

12.  Entry by Landlord. Subject to Tenant's reasonable security and
confidentiality requirements, Tenant shall permit Landlord or its agents or
representatives to enter into and upon any part of the Premises at all
reasonable hours, upon reasonable prior notice (except for any entry to provide
normal cleaning and janitorial service) and, if reasonably requested by Tenant,
by prior appointment (and in emergencies at all times, with or without prior
notice or appointment, by any means Landlord may deem proper) to inspect the
same, or to show the Premises to prospective purchasers, mortgagees, tenants
(during the last six (6) months of the Lease Term or insurers, or to clean or
make repairs, alterations or additions thereto as required or permitted by this
Lease. Except for emergencies, any such entry shall be performed in a manner so
as not to unreasonably interfere with Tenant's use of the Premises and shall be
performed after Normal Building Hours if reasonably practical. Even in emergency
situation, Landlord shall use commercially reasonable efforts to minimize any
disruption to Tenant's business.

13.  Assignment and Subletting.

     A. Except in connection with a Permitted Transfer (defined in Section 13.E.
     below), Tenant shall not assign, sublease, transfer or encumber any
     interest in this Lease or allow any third party to use any portion


                                       -10-

<PAGE>

     of the Premises (collectively or individually, a "Transfer") without the
     prior written consent of Landlord, which consent shall not be unreasonably
     withheld. The parties hereby agree that the only reasonable reasons under
     this Lease and under any Applicable Law for Landlord to withhold consent to
     any proposed Transfer are where one or more of the following apply: (1) the
     proposed transferee is not a party of reasonable financial worth and/or
     financial stability in light of the responsibilities to be undertaken in
     connection with the Transfer on the date consent is requested; (2) the
     proposed transferee's business is not suitable for the Building considering
     the business of the other tenants; (3) the proposed transferee is a
     governmental agency of the Building if Landlord has not leased comparable
     size space in the Building to a governmental agency, or the Transferee
     intends to use the Premises for purposes which are not permitted under this
     Lease; (4) the proposed Transfer would cause a violation of an exclusive
     right granted by Landlord in good faith in another lease for space in the
     Building or would give another tenant of the Building a right to cancel its
     lease as a result of the proposed use to be made of the space by the
     Transferee (provided that upon request from Tenant, Landlord shall provide
     notice of all applicable exclusive rights); (5) Tenant is in default beyond
     any applicable notice and cure period; or (6) any portion of the Building
     or the Premises would likely become subject to additional or different laws
     as a consequence of the proposed Transfer that would impose additional
     obligations on Landlord. Any attempted Transfer in violation of this
     Section 13, shall, exercisable in Landlord's sole and absolute discretion
     within 15 days after Landlord discovers the violation, be voidable. Consent
     by Landlord to one or more Transfer(s) shall not operate as a waiver of
     Landlord's rights to approve any subsequent Transfer(s). In no event shall
     any Transfer or Permitted Transfer release or relieve Tenant from any
     obligation under this Lease or any liability hereunder.

     B. If Tenant requests Landlord's consent to a Transfer, Tenant shall submit
     to Landlord, in writing, the name of the proposed transferee and the nature
     of the business of the proposed transferee, the term, use, rental rate and
     all other material terms and conditions of the proposed Transfer,
     including, without limitation, evidence satisfactory to Landlord that the
     proposed transferee is financially responsible if an assignment. Landlord
     shall within ten (10) Business Days after Landlord's receipt of the
     required information and documentation either: consent or reasonably refuse
     consent to the Transfer in writing (but no such consent to an assignment or
     sublease shall relieve Tenant or any guarantor of Tenant's obligations
     under this Lease of any liability hereunder). If Landlord shall fail to
     notify Tenant in writing of its decision within such ten (10) Business Day
     period after the later of the date Landlord is notified in writing of the
     proposed Transfer or the date Landlord has received all required
     information concerning the proposed transferee and the proposed Transfer,
     Tenant shall notify Landlord in writing of the expiration of the ten (10)
     Business Day period ("Second Notice") and request that Landlord render a
     decision with respect to the proposed Transfer within an additional five
     (5) Business Days after Landlord's receipt of the Second Notice. If
     Landlord fails to render a decision with respect to the proposed Transfer
     within five (5) Business Days after receipt of the Second Notice, Landlord
     shall be deemed to have consented to such Transfer. Tenant shall reimburse
     Landlord for its actual reasonable costs and expenses (including without
     limitation reasonable attorney's fees) incurred by Landlord in connection
     with Landlord's review of any requested Transfer or Permitted Transfer that
     is approved by Landlord up to a maximum of $1,000.00 per Transfer or
     Permitted Transfer. If Landlord refuses consent to the Transfer, Tenant may
     elect to have the reasonableness of such refusal determined by expedited
     arbitration pursuant to Section 30, below.

     C. If Landlord consents to a Transfer, as a condition thereto which the
     parties hereby agree is reasonable, Tenant shall pay to Landlord fifty
     percent (50%) of any "Transfer Premium," as that term is defined in this
     Section, actually received by Tenant from such Transferee; provided,
     however, that Tenant shall not be required to pay to Landlord any Transfer
     Premium until such time as Tenant has recovered all applicable "Transfer
     Costs," as that term is defined in this Section. "Transfer Premium" shall
     mean all rent, additional rent or other rental consideration payable by
     such Transferee in connection with the Transfer in excess of the rent
     payable by Tenant under this Lease during the term of the Transfer on a per
     rentable square foot basis if less than all of the Premises is transferred,
     after deducting the reasonable expenses incurred by Tenant in connection
     with such Transfer for (i) any improvement allowance or other economic
     concessions (space planning allowance, moving expenses, etc.) paid by
     Tenant to Transferee in connection with such Transfer; (ii) any brokerage
     commissions incurred by Tenant in connection with the Transfer; (iii)
     reasonable attorneys' and other professional fees incurred by Tenant in
     connection with the Transfer; (iv) any lease takeover incurred by Tenant in
     connection with the Transfer; (v) out-of-pocket costs of advertising the
     space subject to the Transfer; and (vi) the aggregate amount of rent paid
     by Tenant during the period prior to the commencement of the term of the
     Transfer during which Tenant does not occupy the portion of the Premises in
     question, commencing on and after the Downtime Start Date (as defined
     below) (collectively, "Transfer Costs"). The "Downtime Start Date" shall
     mean the later of (a) the date which Tenant vacates and does not reoccupy
     the portion of the Premises in question and delivers written notice of the
     same to Landlord, and (b) the date Tenant enters into a listing agreement
     for the portion of the Premises in question with a reputable broker, and
     provides Landlord with written notice thereof. In no event shall item (vi)
     above exceed the amount of three (3) months of Base Rental applicable to
     the portion of the Premises subject to the Transfer (collectively,
     "Transfer Costs"). Under no circumstances shall Landlord be paid any
     Transfer Premium until Tenant has recovered all Transfer Costs for such
     Transferred Space, it being understood that if in any year the gross
     revenues, less the deductions set forth and included in Transfer Costs, are
     less than any and all costs actually paid in assigning or subletting the
     affected space (collectively "Transaction Costs"), the amount of the excess
     Transaction Costs shall be carried over to the next year and then deducted
     from net revenues with the procedure repeated until a profit is achieved.
     This covenant and assignment shall benefit Landlord and its successors in
     ownership of the Building and shall bind Tenant and Tenant's heirs,
     executors, administrators, personal representatives, successors and
     assigns. In addition to any other rights and remedies which Landlord may
     have hereunder, at law or in equity, if Tenant is in Monetary Default
     (defined in Section 22. below) beyond applicable notice and cure periods,
     Landlord may require that all sublease payments be made directly to


                                       -11-

<PAGE>

     Landlord, in which case Tenant shall receive a credit against rent in the
     amount of any payments received (less Landlord's share of any excess).

     D. Except as provided below with respect to a Permitted Transfer, if Tenant
     is a corporation, limited liability company, partnership or similar entity,
     and the entity which owns or controls a majority of the voting
     shares/rights at the time changes for any reason (including but not limited
     to a merger, consolidation or reorganization), such change of ownership or
     control shall constitute a Transfer. The foregoing shall not apply so long
     as Tenant is an entity whose outstanding stock is listed on a nationally
     recognized security exchange, or if at least fifty percent (50%) of its
     voting stock is owned by another entity, the voting stock of which is so
     listed.

     E. Tenant may assign its entire interest under this Lease or sublet the
     Premises to any entity controlling or controlled by or under common control
     with Tenant or to any successor to Tenant by purchase, merger,
     consolidation or reorganization (hereinafter, collectively, referred to as
     "Permitted Transfer") without the consent of Landlord (and Section 13.D.
     shall have no application), provided: (1) Tenant is not in default under
     this Lease beyond applicable notice and cure periods; (2) if such proposed
     transferee is a successor to Tenant by purchase, said proposed transferee
     shall acquire all or substantially all of the stock or assets of Tenant's
     business or, if such proposed transferee shall acquire all or substantially
     all of the stock or assets of Tenant's business or, if such proposed
     transferee is a successor to Tenant by merger, consolidation or
     reorganization, the continuing or surviving corporation shall own all or
     substantially all of the assets of Tenant; (3) such proposed transferee
     shall have a net worth which is sufficient in Landlord's commercially
     reasonable judgment to meet the obligations of the Tenant under this Lease;
     (4) such proposed transferee operates the business in the Premises for the
     Permitted Use and no other purpose; and (5) Tenant shall give Landlord
     written notice as soon as reasonably practicable of the effective date of
     the proposed purchase, merger, consolidation or reorganization.

     Tenant shall, despite any Permitted Transfer, remain directly and primarily
     liable for the performance of all of the covenants, duties, and obligations
     of Tenant hereunder and Landlord shall be permitted to enforce the
     provisions of this Lease against Tenant or any transferee without demand
     upon or proceeding in any way against any other person.

     F. Notwithstanding any contrary provision of this Article, Tenant shall
     have the right without the payment of a Transfer Premium and without the
     receipt of Landlord's consent, to permit the occupancy of up to twenty-five
     percent (25%) of the Rentable Area of the Premises, in the aggregate, to
     any individual(s) or entities with an ongoing, business relationship with
     Tenant ("Tenant's Occupants") on and subject to the following conditions:
     (i) such individuals or entities shall not be permitted to occupy a
     separately demised portion of the Premises which contains an entrance to
     such portion of the Premises other than the primary entrance to the
     Premises; (ii) all such individuals or entities shall be of a character and
     reputation consistent with the first-class quality of the Building and the
     Property; and (iii) such occupancy shall not be a subterfuge by Tenant to
     avoid its obligations under this Lease or the restrictions on Transfers
     pursuant to this Article. Tenant shall promptly supply Landlord with any
     documents or information reasonably requested by Landlord regarding any
     such individuals or entities. Any occupancy permitted under this Section
     shall not be deemed a Transfer under this Article. Notwithstanding the
     foregoing, no such occupancy shall relieve Tenant from any liability under
     this Lease.

14.  Mechanic's Liens. Tenant will not permit any mechanic's liens or other
liens to be placed upon the Premises, the Building, or the Property as a result
of work performed by or at the request of Tenant. If a lien is imposed on the
Premises, Building or Property as a result of any work, services or materials
ordered or performed by or for Tenant, Tenant reserves the right to contest such
lien, provided that in the event that (a) Landlord is in the process of
refinancing or selling its interest in the Building or Property, or (b)
Landlord's lender requires the removal of the lien, or (c) the lien is the
subject of a foreclosure action, or (d) the lien is in excess of $25,000 (any of
items a, b, c or d to be referred to herein as a "Bonding Condition"), then
Tenant shall, at its sole cost and expense, provide a bond in form, content,
amount and issued by a surety, satisfactory to Landlord in its reasonable
judgment, indemnifying, protecting, defending and holding harmless Landlord
against all costs and liabilities resulting from such lien or claim and the
foreclosure or attempted foreclosure thereof in accordance with Applicable Law.
If no Bonding Condition exists, a bond shall not be required unless Tenant fails
to actively and diligently pursue the removal of the mechanic's lien. If Tenant
does not timely exercise its right to contest such lien, Tenant shall remove any
such lien or encumbrance by bond or otherwise within fifteen (15) days after
notice by Landlord, and if Tenant shall fail to do so, Landlord may, but shall
not be obligated to, pay the amount necessary to remove such lien or
encumbrance, without being responsible for investigating the validity thereof.
Any amount paid by Landlord for any of the aforesaid purposes including, but not
limited to, attorneys' fees, shall be paid by Tenant to Landlord within twenty
(20) Business Days after demand as Additional Rent.

15.  Insurance.

     A. Landlord shall maintain such insurance on the Building, Common Areas and
     the Premises (other than on Tenant's Property or on any additional
     improvements constructed in the Premises by Tenant), as set forth below.
     The cost of such insurance shall be included as a part of the Basic Costs,
     and payments for losses thereunder shall be made solely to Landlord or the
     mortgagees of Landlord as their interests shall appear.

        (1)  Liability Insurance. Landlord shall maintain Commercial General
             Liability Insurance insuring Landlord and its property manager (if
             applicable) for injury to persons and property occurring in the
             Common Areas and Service Areas within and surrounding the


                                       -12-

<PAGE>

          Building with policy limits of at least $2,000,000, combined single
          limit and annual aggregate.

     (2)  Property Insurance. Landlord shall obtain and maintain property
          insurance equivalent to the ISO (Insurance Services Office) "causes of
          loss - special form" for the full replacement cost of the Building of
          which the Premises are a part.

     (3)  Workers' Compensation. Landlord and Landlord's property manager (if
          applicable) shall carry appropriate Workers' Compensation and
          Employers Liability Insurance on those of its employees who may at any
          time enter the premises and agrees to indemnify and hold harmless
          tenant from and against any and all expenses connected with claims
          made by Landlord's employees for injuries incurred at the Premises.

     B.   Tenant shall maintain at its expense, (1) worker's compensation and
     employers liability insurance, in statutory amounts and limits, covering
     all persons employed in connection with any work done on or about the
     Premises for which claims for death or bodily injury could be asserted
     against Landlord, Tenant or the Premises, and (2) a policy or policies of
     commercial general liability insurance (including endorsement or separate
     policy for owned or non-owned automobile liability) with respect to its
     activities in the Building and on the Property, with the premiums thereon
     fully paid on or before the due date, in an amount of not less than
     $2,000,000 per occurrence per person coverage for bodily injury, property
     damage, personal injury or combination thereof (the term "personal injury"
     as used herein means, without limitation, false arrest, detention or
     imprisonment, malicious prosecution, wrongful entry, liable and slander),
     provided that if only single limit coverage is available it shall be for at
     least $2,000,000 per occurrence with an umbrella policy of at least
     $5,000,000 combined single limit per occurrence. Tenant's insurance
     policies shall name Landlord and Building Manager as additional insureds to
     the extent of Tenant's indemnity obligations hereunder and shall include
     coverage for the contractual liability of Tenant to indemnify Landlord and
     Building Manager pursuant to Section 16 of this Lease. Prior to Tenant's
     taking possession of the Premises, Tenant shall furnish certificates of
     such insurance, and such other evidence satisfactory to Landlord of the
     maintenance and timely renewal of such insurance, and Tenant shall obtain
     and deliver to Landlord a written obligation on the part of each insurer to
     notify Landlord at least thirty (30) days prior to the modification,
     cancellation or expiration of such insurance policies. In the event Tenant
     shall not have delivered to Landlord a policy or certificate evidencing
     such insurance at least thirty (30) days prior to the expiration date of
     each expiring policy, Landlord may, after notice to Tenant and a reasonable
     opportunity to cure, obtain such insurance as Landlord may reasonably
     require to protect Landlord's interest (which obtaining of insurance shall
     not be deemed to be a waiver of Tenant's default hereunder). The cost to
     Landlord of obtaining such policies, plus an administrative fee in the
     amount of five percent (5%) of the cost of such policies shall be paid by
     Tenant to Landlord as Additional Rent upon demand.

     C.   The insurance requirements set forth in this Section 15 are
     independent of the waiver, indemnification, and other obligations
     under this Lease and will not be construed or interpreted in any way
     to restrict, limit or modify the waiver, indemnification and other
     obligations or to in any way limit any party's liability under this
     Lease. In addition to the requirements set forth in Sections 15 and
     16, the insurance required of Tenant under this Lease must be issued
     by an insurance company with a rating of no less than B+, VII in the
     current Best's Insurance Guide, or A- in the current Standard & Poor
     Insurance Solvency Review, or that is otherwise reasonably acceptable
     to Landlord, and admitted to engage in the business of insurance in
     the state in which the Building is located; be primary insurance for
     all claims under it and provide that any insurance carried by Landlord
     and Landlord's lenders is strictly excess, secondary and
     noncontributing with any insurance carried by Tenant; and provide that
     insurance may not be cancelled, nonrenewed or the subject of material
     change in coverage of available limits of coverage, except upon thirty
     (30) days prior written notice to Landlord and Landlord's lenders.
     Tenant will deliver a certificate of insurance on all policies
     procured by Tenant in compliance with Tenant's obligations under this
     Lease, together with evidence satisfactory to Landlord of the payment
     of the premiums therefor, to Landlord on or before the date Tenant
     first occupies any portion of the Premises, at least ten (10) days
     before the expiration date of any policy and upon the renewal of any
     policy. Tenant may comply with its insurance coverage requirements
     through a blanket policy, provided Tenant, at Tenant's sole expense,
     procures a "per location" endorsement, or equivalent reasonably
     acceptable to Landlord, so that the general aggregate and other limits
     apply separately and specifically to the Premises.

     D.   If Tenant's business operations, conduct or use of the Premises or any
     other part of the Property for other than general office purposes
     causes an increase in the premium for any insurance policy carried by
     Landlord, Tenant will, within twenty (20) Business Days after receipt
     of notice from Landlord, either cease the activity that resulted in
     such premium increase or reimburse Landlord for the entire increase.

     E.   Neither Landlord nor Tenant shall be liable (by way of subrogation or
     otherwise) to the other party (or to any insurance company insuring the
     other party) for any personal injury or loss or damage to any of the
     property of Landlord or Tenant, as the case may be, with respect to their
     respective property, the Building, the Property or the Premises or any
     addition or improvements thereto, or any contents therein, to the extent
     covered by insurance carried or required to be carried by a party hereto
     even though such loss might have been occasioned by the negligence or
     willful acts or omissions of the Landlord or Tenant or their respective
     employees, agents, contractors or invitees. Since this mutual waiver will
     preclude the assignment of any such claim by subrogation (or otherwise) to
     an insurance company (or any other person), Landlord and Tenant each agree
     to give each insurance company which has issued, or on the future may
     issue, policies of insurance, with respect to the items covered by this
     waiver, written notice of the terms of


                                       -13-

<PAGE>

     this mutual waiver, and to have such insurance policies properly endorsed,
     if necessary, to prevent the invalidation of any of the coverage provided
     by such insurance policies by reason of such mutual waiver. For the purpose
     of the foregoing waiver, the amount of any deductible applicable to any
     loss or damage shall be deemed covered by, and recoverable by the insured
     under the insurance policy to which such deductible relates. In the event
     that Landlord or Tenant is permitted to and self-insures any risk for which
     insurance is required to be carried under this Lease, or if Landlord or
     Tenant fails to carry any insurance required to be carried by Landlord or
     Tenant pursuant to this Lease, then all loss or damage to Landlord or to
     Tenant, its leasehold interest, its business, its property, the Premises or
     any additions or improvements thereto or contents thereof shall be deemed
     covered by and recoverable by Landlord or Tenant under valid and
     collectible policies of insurance. Notwithstanding anything to the contrary
     herein, Landlord shall not be liable to the Tenant or any insurance company
     (by way of subrogation or otherwise) insuring the Tenant for any loss or
     damage to any property, or bodily injury or personal injury or any
     resulting loss of income or losses from worker's compensation laws and
     benefits, or for any damage to property sustained by Tenant or any such
     party or any other person claiming through Tenant resulting from any
     accident or occurrence in the Premises or any other portion of the Building
     caused by any defect in or failure of equipment, pipes, or wiring, or by
     broken glass, or by the backing up of drains, or by gas, water, steam,
     electricity, or oil leaking, escaping or flowing into the Premises (except
     where due to Landlord's willful failure to make repairs required to be made
     pursuant to other provisions of this Lease, after the expiration of a
     reasonable time after written notice to Landlord of the need for such
     repairs), nor shall Landlord be liable to Tenant for any loss or damage
     that may be occasioned by or through the acts or omissions of other tenants
     of the Building or of any other persons whomsoever, including, but not
     limited to riot, strike, insurrection, war, court order, requisition, order
     of any governmental body or authority, acts of God, fire or theft, even
     though such loss or damage might have been occasioned by the negligence of
     Landlord, its agents or employees, or Building Manager, if any such loss or
     damage was required to be covered by insurance pursuant to this Lease. In
     furtherance of the foregoing waivers of subrogation, anything in this Lease
     to the contrary notwithstanding, Landlord and Tenant each, on behalf of
     themselves and their respective heirs, successors, legal representatives,
     assigns and insurers, hereby (i) waives any and all rights of recovery,
     claims, actions or causes of action against the other and its respective
     officers, directors, members, partners, shareholders, agents, servants,
     employees, guests, licensees or invitees for any loss or damage that may
     occur to the Premises or other portion of the Property, or any improvements
     thereto, or any personal property of such party therein where such property
     is in, on or about the Premises, Building or Property, by reason of fire,
     the elements, or any other cause which is generally covered under the terms
     of a standard all-risk property insurance policy regardless of cause or
     origin, including negligence of the other party hereto or its respective
     officers, directors, members, partners, shareholders, agents, servants,
     employees, guests, contractors, licensees or invitees, and (ii) covenants
     that no insurer shall hold any right of subrogation against such other
     party.

16.  Indemnity. To the extent not expressly prohibited by law, neither Landlord
nor Building Manager nor any of their respective officers, directors, employees,
members, managers, or agents shall be liable to Tenant, or to Tenant's agents,
servants, employees, customers, licensees, or invitees for any injury to person
or damage to property caused by any act, omission, or neglect of Tenant, its
agents, servants, employees, customers, invitees, licensees or by any other
person entering the Building or upon the Property under the invitation of Tenant
(collectively, "Tenant Parties") or arising out of the use of the Property,
Building or Premises by Tenant and the conduct of its business or out of a
default by Tenant in the performance of its obligations hereunder. Tenant hereby
indemnifies and holds Landlord and Building Manager and their respective
officers, directors, employees, members, managers and agents ("Indemnitees"),
harmless from all liability, claims, damages, judgments, suits, causes of
action, losses, and expenses, including attorneys' fees and court costs
(collectively, "Indemnified Claims") arising or resulting from (a) any negligent
act or omission of Tenant or any Tenant Parties or (b) the use of the Premises
and conduct of Tenant's business by Tenant or any Tenant Parties, or any other
activity, work or thing done, or knowingly permitted by Tenant or any Tenant
Parties, in or about the Premises. This indemnity shall be enforceable to the
full extent whether or not such liability and claims are the result of the sole,
joint or concurrent acts, negligent or intentional, or otherwise, of Tenant, or
any Tenant Party. Landlord shall in no event be liable to Tenant for any
consequential damages or for loss of revenue or income and Tenant waives any and
all claims for any such damages. Notwithstanding the terms of this Lease to the
contrary, the terms of this Section shall survive the expiration or earlier
termination of this Lease.

Notwithstanding anything to the contrary contained in this Section 16, Tenant
shall not be required to protect, defend, save harmless or indemnify Landlord
from any liability for injury, loss, accident or damage to any person resulting
from the negligent acts or omissions or willful misconduct of Landlord, its
agents, contractors, servants or employees ("Landlord Parties") in connection
with activities on or about the Property, and subject to Section 15E, Landlord
hereby indemnifies and agrees to protect, defend and hold Tenant harmless from
and against Indemnified Claims arising out of the negligent acts or omissions or
willful misconduct of Landlord or its agents, contractors, servants or employees
in connection with activities of Landlord or any Landlord Party on or about the
Property outside of the Premises, as well as any activity, work or thing done,
by Landlord or any Landlord Parties, in or about the Property. This indemnity
shall be enforceable to the full extent of the sole, joint or concurrent acts,
negligent or intentional, or otherwise, of Landlord or any Landlord Parties.
Such exclusion from Tenant's indemnity and such agreement by Landlord to so
indemnify and hold Tenant harmless are not intended to and shall not relieve any
insurance carrier of its obligations under policies required to be carried by
Tenant pursuant to the provisions of this Lease to the extent that such policies
cover (or, if such policies would have been carried as required, would have
covered) the result of negligent acts or omissions or willful misconduct of
Landlord or any Landlord Party; provided, however, the provisions of this
sentence shall in no way be construed to imply the availability of any double or
duplicate coverage. Tenant shall in no event be liable to Landlord for any
consequential damages or for loss of revenue or income and Landlord waives any
and all claims for any such damages.


                                       -14-

<PAGE>

Landlord's and Tenant's indemnification obligations hereunder may or may not be
coverable by insurance, but the failure of either Landlord or Tenant to carry
insurance covering the indemnification obligation shall not limit their
indemnity obligations hereunder. Notwithstanding the terms of this Lease to the
contrary, the terms of this Section shall survive the expiration or earlier
termination of this Lease.

17. Damages from Certain Causes. Intentionally Omitted.

18. Casualty Damage. If the Premises or any part thereof shall be damaged by
fire or other casualty, Tenant shall give prompt written notice thereof to
Landlord. In case twenty-five percent (25%) or more of the Building and/or forty
percent (40%) or more of the Premises shall be so damaged that substantial
alteration or reconstruction thereof shall, in Landlord's reasonable opinion, be
required and such alteration or reconstruction is reasonably expected to take
more than two-hundred and ten (210) days to complete or in the event of such
damage and there is less than on (1) year of the Lease Term remaining, or in the
event of any material uninsured loss to the Building (i.e., a loss in excess of
$500,000 from a peril not covered by an "all risk" policy, unless Tenant elects
to pay the repair costs of such uninsured casualty that exceed $500,000),
Landlord may, at its option, terminate this Lease by notifying Tenant in writing
of such termination within ninety (90) days after the date of such casualty (in
which event Tenant shall be given a reasonable time in which to vacate the
Premises. If Landlord does not thus elect to terminate this Lease, Landlord
shall commence as soon as practicable and proceed with reasonable diligence to
restore the Building, and the improvements located within the Premises(except
that Landlord shall not be responsible for delays not within the control of
Landlord) to substantially the same condition in which it was immediately prior
to the happening of the casualty (with such reasonable changes or adjustments as
may be required by changes in Applicable Law or by Tenant's architect).
Notwithstanding the foregoing, Landlord's obligation to restore the Building,
and the improvements located within the Premises, if any, for which Landlord had
financial responsibility pursuant to the Work Letter, shall not require Landlord
to expend for such repair and restoration work more than $500,000 ("Landlord's
Contribution") in excess of the insurance proceeds which Landlord is entitled to
receive (or would have been entitled had Landlord maintained the insurance
required of it hereunder) as a result of the casualty and Landlord's obligation
to restore shall be further limited so that Landlord shall not be required to
expend for the repair and restoration of the improvements located within the
Premises, if any, for which Landlord had financial responsibility pursuant to
the Work Letter, more than the dollar amount of the Allowance, if any, described
in the Work Letter. When the repairs described in the preceding two sentences
have been completed by Landlord, Tenant shall complete the restoration of all
improvements, including furniture, fixtures and equipment, which are necessary
to permit Tenant's reoccupancy of the Premises. Landlord shall not be liable for
any inconvenience or annoyance to Tenant or injury to the business of Tenant
resulting in any way from such damage or the repair thereof, except that,
subject to the provisions of the next sentence, Tenant shall be entitled to an
abatement of rent (proportionate to the portion of the Premises that is
untenantable) during the time and to the extent the Premises are untenantable.
Notwithstanding anything in this Section 20 to the contrary, if all or any
portion of the Premises shall be made untenantable by a fire or other casualty
and Landlord has not elected to terminate this Lease pursuant to the preceding
provisions of this Section, Landlord shall cause an independent architect or
general contractor selected by Landlord to estimate the amount of time required
to substantially complete repair and restoration of the Premises and make the
Premises tenantable again, using standard working methods (the ("Restoration
Notice") within sixty (60) days following the date of the casualty. If the
estimated restoration period exceeds two hundred ten (210) days from the date of
the casualty, Tenant shall have the right to terminate this Lease upon notice to
Landlord given within ten (10) Business Days following Tenant's receipt of the
Restoration Notice. If Tenant fails to terminate the Lease within said ten (10)
Business Day period, Tenant shall be deemed to have elected to continue this
Lease in full force and effect and Landlord shall immediately commence and
diligently proceed to complete the restoration. However, if subsequent to the
Restoration Notice, the Premises have not been substantially restored as of the
two hundred fortieth (240th) day following the date of the casualty for reasons
other than delays caused by Tenant, Tenant may terminate this Lease upon thirty
(30) days' written notice to Landlord. Should Landlord thereafter complete the
restoration of the Premises within thirty (30) days after receipt of Tenant's
termination notice, Tenant's termination notice shall automatically be deemed
null, void and rescinded as if it had never been sent, and this Lease shall
continue in full force and effect. Landlord shall exercise all termination
rights hereunder in good faith and will not terminate the Lease (i) unless it
terminates the leases of all tenants similarly situated, (ii) merely to gain the
benefit of higher market rents, or (iii) if Landlord intends to rebuild the
Building within one (1) year following the date of the casualty. In addition,
if, during the last 6 months of the term of the Lease or any extension thereof,
twenty percent (20%) or more of the Premises is damaged or destroyed, or if any
damage or destruction would take more than 120 days to repair, Tenant shall have
the right to terminate the Lease as of the date of such damage or destruction by
written notice to Landlord, given within thirty (30) days after such damage or
destruction. This Lease sets forth the terms and conditions upon which this
Lease may terminate in the event of any damage or destruction. Accordingly, the
parties hereby waive the provisions of California Civil Code Section 1932,
Subsection 2, and Section 1933, Subsection 4 (and any successor statutes thereof
permitting the parties to terminate this Lease as a result of any damage or
destruction).

19. Condemnation. If the whole or any substantial part of the Premises or if the
Building or any portion thereof which would leave the remainder of the Building
unsuitable for use as an office building comparable to its use on the
Commencement Date, or if the land on which the Building is located or any
material portion thereof, shall be taken or condemned for any public or
quasi-public use under governmental law, ordinance or regulation, or by right of
eminent domain, or by private purchase in lieu thereof, then Landlord may, at
its option, terminate this Lease and the rent shall be abated during the
unexpired portion of this Lease, effective when the physical taking of said
Premises or said portion of the Building or land shall occur. In the event this
Lease is not terminated, the rent for any portion of the Premises so taken or
condemned shall be abated during the unexpired term of this Lease effective when
the physical taking of said portion of the Premises shall occur. All
compensation awarded for any such taking or condemnation, or sale proceeds in
lieu thereof, shall be the property of Landlord, and Tenant shall have no claim
thereto, the same being hereby expressly waived by Tenant, except for any
portions of such award or proceeds which are specifically allocated by the
condemning or purchasing party for the taking of or damage to trade fixtures of
Tenant, which Tenant specifically reserves to itself.


                                       -15-

<PAGE>

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

20.  Hazardous Substances.

     A. Tenant hereby represents and covenants to Landlord the following: No
     toxic or hazardous substances or wastes, pollutants or contaminants
     (including, without limitation, asbestos, urea formaldehyde, the group of
     organic compounds known as polychlorinated biphenyls, petroleum products
     including gasoline, fuel oil, crude oil and various constituents of such
     products, radon, and any hazardous substance as defined in the
     Comprehensive Environmental Response, Compensation and Liability Act of
     1980, 42 U.S.C. 9601-9657, as amended ("CERCLA") (collectively, "Hazardous
     Substances") other than customary office equipment, office supplies and
     cleaning supplies stored and handled within the Premises in accordance with
     all applicable laws, and other than Hazardous Substances associated with
     vehicular traffic, will be generated, treated, stored, released or disposed
     of, or otherwise placed, deposited in or located on the Property, and no
     activity shall be taken on the Property, by Tenant, its agents, employees,
     invitees or contractors, that would cause or contribute to (i) the Property
     or any part thereof to become a generation, treatment, storage or disposal
     facility within the meaning of or otherwise bring the Property within the
     ambit of the Resource Conservation and Recovery Act of 1976 ("RCRA"), 42
     U.S.C. 5901 et. seq., or any similar state law or local ordinance, (ii) a
     release or threatened release of Hazardous Substances, from the Property or
     any part thereof within the meaning of, or otherwise result in liability in
     connection with the Property within the ambit of CERCLA, or any similar
     state law or local ordinance, or (iii) the discharge of Hazardous
     Substances into any water source or system, the dredging or filling of any
     waters, or the discharge into the air of any emissions, that would require
     a permit under the Federal Water Pollution Control Act, 33 U.S.C. 1251 et.
     seq., or the Clean Air Act, 42 U.S.C. 7401 et. seq., or any similar state
     law or local ordinance.

     B. Tenant agrees to indemnify and hold Indemnitees (as defined in Section
     16) harmless from and against and to reimburse Indemnitees with respect to,
     any and all claims, demands, causes of action, loss, damage, liabilities,
     costs and expenses (including attorneys' fees and court costs) of any and
     every kind or character, known or unknown, fixed or contingent, asserted
     against or incurred by Landlord at any time and from time-to-time by reason
     of or arising out of the breach of any representation or covenant contained
     in Section 20.A above.

     C. Tenant shall immediately notify Landlord in writing of any release or
     threatened release of Hazardous Substances of which Tenant has knowledge
     whether or not the release is in quantities that would require under law
     the reporting of such release to a governmental or regulatory agency.

     D. Tenant shall also immediately notify Landlord in writing of, and shall
     contemporaneously provide Landlord with a copy of:

        (1)  Any written notice of release of Hazardous Substances on the
             Property that is provided by Tenant or any subtenant or other
             occupant if the Premises to a governmental or regulatory agency;

        (2)  Any notice of a violation, or a potential or alleged violation, of
             any Environmental Law (hereinafter defined) that is received by
             Tenant or any subtenant or other occupant of the Premises from any
             governmental or regulatory agency;

        (3)  Any inquiry, investigation, enforcement, cleanup, removal, or other
             action that is instituted or threatened by a governmental or
             regulatory agency against Tenant or any subtenant or other occupant
             of the Premises and that relates to the release or discharge of
             Hazardous Substances on or from the Property;

        (4)  Any claim that is instituted or threatened by any third-party
             against Tenant or any subtenant or other occupant of the Premises
             and that relates to any release or discharge of Hazardous
             Substances on or from the Property; and

        (5)  Any notice of the loss of any environmental operating permit by
             Tenant or any subtenant or other occupant of the Premises.

     E. As used herein "Environmental Laws" mean all present and future federal,
     state and municipal laws, ordinances, rules and regulations applicable to
     environmental and ecological conditions, and the rules and regulations of
     the U.S. Environmental Protection Agency, and any other federal, state or
     municipal agency, or governmental board or entity relating to environmental
     matters.

     F. Landlord represents and warrants to Tenant that as of the date of
     execution of this Lease, it has no actual knowledge, without independent
     investigation or inquiry, of the presence of Hazardous Substances on the
     Property, or within the Building or the Premises in excess of legally
     permissible levels. If Hazardous Substances in excess of legally
     permissible levels are hereafter discovered on the Premises or in the
     Building or elsewhere on the Property after the date of this Lease,
     Landlord shall be solely responsible at its expense for the removal and
     remediation thereof as required by applicable laws; provided, however, that
     such Hazardous Substances are not present by reason of Tenant's acts,
     omissions or breach under this Section 20. Furthermore, to the extent that
     such Hazardous Substances are present as a direct result of


                                       -16-

<PAGE>

     Landlord's acts or negligence, Landlord shall indemnify and hold Tenant
     harmless from and against any actual damages, liability, cost or expense
     incurred by Tenant as a result of the presence of such Hazardous
     Substances. Landlord's obligations hereunder shall survive the expiration
     or earlier termination of this Lease.

21.  Americans with Disabilities Act. Tenant agrees to comply with all
requirements of the Americans with Disabilities Act (Public Law (July 26, 1990)
("ADA") applicable to the Premises and such other current acts or other
subsequent acts, (whether federal or state) addressing like issues as are
enacted or amended, to the extent applicable to the interior of the Premises
(i.e., path of travel requirements). Landlord agrees that it shall be Landlord's
obligation to comply with the provisions of the ADA with regard to the Building
(other than those areas for which tenants are responsible), Property, Common
Areas (including, without limitation, restrooms located within or serving the
Premises) and Service Areas as and when required by applicable authorities with
jurisdiction or when impacting Tenant's construction or use of the Premises. If
any claim is made against either party as a result of a failure to comply with
the ADA, then the party whose acts give rise to the claim hereby agrees to
indemnify and hold harmless the other party from and against any and all damages
and liabilities, including, without limitation, court costs, attorneys' fees and
other litigation expenses, incurred by such party in connection with such claim.
The foregoing agreements of the parties shall inure to the benefit of each
party, its successors and assigns.

22.  Events of Default.

     A. The following events shall be deemed to be "Events of Default" under
     this Lease:

        (1)  Tenant shall fail to pay within ten (10) days after notice of
             non-payment from Landlord, any Base Rent, Additional Rent or other
             amount payable by Tenant to Landlord under this Lease (hereinafter
             sometimes referred to as a "Monetary Default"); provided, however,
             that any such notice shall be in lieu of, and not in addition to,
             any notice required under California Code of Civil Procedure,
             Section 1161. Furthermore, in no event shall Landlord be obligated
             to provide more than three (3) such notices during any consecutive
             twelve (12) month period during the Term.

        (2)  Any failure by Tenant (other than a Monetary Default) to comply
             with any term, provision or covenant of this Lease, which failure
             is not cured within thirty (30) days after delivery to Tenant of
             notice of the occurrence of such failure provided, however, that
             any such notice shall be in lieu of, and not in addition to, any
             notice required under California Code of Civil Procedure, Section
             1161 and provided further that, if the term, condition, covenant or
             obligation to be performed by Tenant is of such nature that the
             same cannot reasonably be performed within such thirty-day period,
             such default shall be deemed to have been cured if Tenant commences
             such performance within said thirty-day period and thereafter
             diligently prosecutes the same to completion as soon as reasonably
             practicable.

        (3)  Intentionally Omitted.

        (4)  Tenant or any Guarantor shall (a) become insolvent, (b) make a
             transfer in fraud of creditors (c) make an assignment for the
             benefit of creditors, (d) admit in writing its inability to pay
             its debts as they become due, (e) file a petition under any section
             or chapter of the United States Bankruptcy Code, as amended,
             pertaining to bankruptcy, or under any similar law or statute of
             the United States or any State thereof, or Tenant or any Guarantor
             shall be adjudged bankrupt or insolvent in proceedings filed
             against Tenant or any Guarantor thereunder; or a petition or answer
             proposing the adjudication of Tenant or any Guarantor as a bankrupt
             or its reorganization under any present or future federal or state
             bankruptcy or similar law shall be filed in any court and such
             petition or answer shall not be discharged or denied within sixty
             (60) days after the filing thereof.

        (5)  A receiver or trustee shall be appointed for all or substantially
             all of the assets of Tenant or any Guarantor or of the Premises or
             of any of Tenant's property located thereon in any proceeding
             brought by Tenant or any Guarantor, or any such receiver or trustee
             shall be appointed in any proceeding brought against Tenant or any
             Guarantor and shall not be discharged within sixty (60) days after
             such appointment or Tenant or such Guarantor shall consent to or
             acquiesce in such appointment.

        (6)  The leasehold estate hereunder shall be taken on execution or other
             process of law in any action against Tenant.

23.  Remedies.

     A. Upon the occurrence of any event or events of default under this Lease,
     whether enumerated in this Paragraph or not, in addition to all other
     remedies that may be available to Landlord at law or in equity, Landlord
     shall have the option to pursue any one or more of the following remedies
     without any notice (except as expressly prescribed herein) or demand for
     possession whatsoever (and without limiting the generality of the
     foregoing, except as otherwise expressly provided in this Lease, Tenant
     hereby specifically waives notice and demand for payment of rent or other
     obligations due and waives any and all other notices or demand requirements
     imposed by applicable law):


                                       -17-

<PAGE>

     (1)  Terminate this Lease upon written notice to Tenant, in which event
          Landlord may recover from Tenant: (i) the worth at the time of award
          of any unpaid rent which had been earned at the time of such
          termination; plus (ii) the worth at the time of the award of the
          amount by which the unpaid rent which would have been earned after
          termination until the time of award exceeds the amount of such rental
          loss that Tenant proves could have been reasonably avoided; plus (iii)
          the worth at the time of award of the amount by which the unpaid rent
          for the balance of the Term after the time of award exceeds the amount
          of such rental loss that Tenant proves could be reasonably avoided;
          plus (iv) any other amount necessary to compensate Landlord for all
          the detriment proximately caused by Tenant's failure to perform its
          obligations under this Lease or which, in the ordinary course of
          things, would be likely to result therefrom including, but not limited
          to: unamortized tenant improvement costs; attorneys' fees; brokers'
          commissions; the costs of refurbishment, alterations, renovation and
          repair of the Premises amortized over the term of the replacement
          tenant's lease and applied against the Lease Term then remaining; and
          removal (including the repair of any damage caused by such removal)
          and storage (or disposal) of Tenant's personal property, equipment,
          fixtures, Tenant alterations, tenant improvements and any other items
          which Tenant is required under this Lease to remove but does not
          remove.

     As used in Paragraph 23A(1)(i) and 23A(1)(ii) above, the "worth at the
     time of award" is computed by allowing interest at the Default Rate set
     forth in Paragraph 1. As used in Paragraph 23A(1)(iii) above, the "worth at
     the time of award" is computed by discounting such amount at the discount
     rate of the Federal Reserve Bank of San Francisco at the time of award plus
     one percent (1%).

     If Landlord notifies Tenant of its election to terminate this Lease, Tenant
     shall immediately surrender the Premises to Landlord. If Tenant fails to
     surrender the Premises upon termination of the Lease hereunder, Landlord
     may without prejudice to any other remedy which it may have for possession
     or arrearages in rent, enter upon and take possession of the Premises and
     expel or remove Tenant and any other person who may be occupying said
     Premises, or any part thereof, by force, if necessary, without being liable
     for prosecution or any claim of damages therefor, and Tenant hereby agrees
     to pay to Landlord on demand the amount of all loss and damage which
     Landlord may suffer by reason of such termination, whether through
     inability to relet the Premises on satisfactory terms or otherwise,
     specifically including but not limited to all Costs of Reletting
     (hereinafter defined) and any deficiency that may arise by reason of any
     reletting.

     (2)  Without terminating this Lease, enter upon and take possession of the
          Premises and expel or remove Tenant or any other person who may be
          occupying said Premises, or any part thereof, by force, if necessary,
          without having any civil or criminal liability therefor and without
          terminating this Lease. Landlord may (but shall be under no obligation
          to) relet the Premises or any part thereof for the account of Tenant,
          in the name of Tenant or Landlord or otherwise, without notice to
          Tenant for such term or terms which may be greater or less than the
          period which would otherwise have constituted the balance of the Lease
          Term and on such conditions (which may include concessions or free
          rent) and for such uses as Landlord in its reasonable discretion may
          determine, and Landlord may collect and receive any rents payable by
          reason of such reletting. Tenant agrees to pay Landlord on demand all
          Costs of Reletting and any deficiency that may arise by reason of such
          reletting. Landlord shall not be responsible or liable for any failure
          to relet the Premises or any part thereof or for any failure to
          collect any rent due upon any such reletting. No such re-entry or
          taking of possession of the Premises by Landlord shall be construed as
          an election on Landlord's part to terminate this Lease unless a
          written notice of such termination is given to Tenant. If Landlord
          elects to terminate Tenant's right to possession of the Premises
          without terminating this Lease, Tenant shall continue to be liable for
          all rent and Landlord shall use reasonable efforts to relet the
          Premises or any part thereof to a substitute tenant or tenants for a
          period of time equal to or lesser or greater than the remainder of the
          Term on whatever terms and conditions Landlord, in Landlord's good
          faith discretion, deems advisable. For purposes hereof, Landlord shall
          be deemed to have used "reasonable efforts" to relet if Landlord
          places its customary "For Lease" sign within the Premises and places
          the Premises for lease with a reputable broker. In no event shall
          Landlord be obligated to lease the Premises in priority to other
          comparable space within the Building.

     (3)  Enter upon the Premises, by force, if necessary, without having any
          civil or criminal liability therefor, and do whatever Tenant is
          obligated to do under the terms of this Lease and Tenant agrees to
          reimburse Landlord on demand for any expense which Landlord may incur
          in thus affecting compliance with Tenant's obligations under this
          Lease together with interest at the Default Rate and Tenant further
          agrees that Landlord shall not be liable for any damages resulting to
          Tenant from such action, whether caused by the negligence of Landlord
          or otherwise.

     (4)  Continue this Lease in full force and effect, whether or not Tenant
          shall have abandoned the Premises. The foregoing remedy shall also be
          available to Landlord pursuant to California Civil Code Section
          1951.4, and any successor statute thereof, in the event Tenant has
          abandoned the Premises. If Landlord elects to continue this Lease in
          full


                                       -18-

<PAGE>

          force and effect pursuant to this Paragraph 23A(4), then Landlord
          shall be entitled to enforce all of its rights and remedies under this
          Lease, including the right to recover rent as it becomes due.
          Landlord's election not to terminate this Lease pursuant to this
          Paragraph 23A(4) or pursuant to any other provision of this Lease, at
          law or in equity, shall not preclude Landlord from subsequently
          electing to terminate this Lease or pursuing any of its other
          remedies. In order to regain possession of the Premises and to deny
          Tenant access thereto, Landlord or its agent may, at the expense and
          liability of the Tenant, alter or change any or all locks or other
          security devices controlling access to the Premises without posting or
          giving notice of any kind to Tenant. Landlord shall have no obligation
          to provide Tenant a key or grant Tenant access to the Premises so long
          as Tenant is in default under this Lease. Tenant shall not be entitled
          to recover possession of the Premises, terminate this Lease, or
          recover any actual, incidental, consequential, punitive, statutory or
          other damages or award of attorneys' fees, by reason of Landlord's
          alteration or change of any lock or other security device and the
          resulting exclusion from the Premises of the Tenant or Tenant's
          agents, servants, employees, customers, licensees, invitees or any
          other persons from the Premises. Landlord may, without notice, remove
          and either dispose of or store, at Tenant's expense, any property
          belonging to Tenant that remains in the Premises after Landlord has
          regained possession thereof.

     B. For purposes of this Lease, the term "Costs of Reletting" shall mean all
     costs and expenses reasonably incurred by Landlord in connection with the
     reletting of the Premises, including without limitation the cost of
     cleaning, renovation, repairs, decoration and alteration of the Premises
     for a new tenant or tenants amortized over the term of the replacement
     tenant's lease and applied against the Lease Term then remaining,
     advertisement, marketing, brokerage and legal fees, the cost of protecting
     or caring for the Premises while vacant, the cost of removing and storing
     any property located on the Premises, any increase in insurance premiums
     caused by the vacancy of the Premises and any other reasonable
     out-of-pocket expenses incurred by Landlord including tenant inducements
     such as the cost of moving the new tenant or tenants and the cost of
     assuming any portion of the existing lease(s) of the new tenant(s).

     C. Except as otherwise herein provided, no repossession or re-entering on
     the Premises or any part thereof pursuant to subparagraph (b) hereof or
     otherwise shall relieve Tenant or any Guarantor of its liabilities and
     obligations hereunder, all of which shall survive such repossession or
     re-entering. Notwithstanding any such repossession or re-entering on the
     Premises or any part thereof by reason of the occurrence of an event of
     default, Tenant will pay to Landlord the Base Rent and other rent or other
     sum required to be paid by Tenant pursuant to this Lease.

     D. No right or remedy herein conferred upon or reserved to Landlord or
     Tenant is intended to be exclusive of any other right or remedy, and each
     and every right and remedy shall be cumulative and in addition to any other
     right or remedy given hereunder or now or hereafter existing by agreement,
     applicable law or in equity. In addition to other remedies provided in this
     Lease, Landlord and Tenant shall be entitled, to the extent permitted by
     applicable law, to injunctive relief in case of the violation, or attempted
     or threatened violation, of any of the covenants, agreements, conditions or
     provisions of this Lease, or to a decree compelling performance of any of
     the other covenants, agreements, conditions or provisions of this Lease, or
     to any other remedy allowed to Landlord at law or in equity. Forbearance by
     Landlord or Tenant to enforce one or more of the remedies herein provided
     upon an event of default shall not be deemed or construed to constitute a
     waiver of such default.

     E. This Paragraph 23 shall be enforceable to the maximum extent such
     enforcement is not prohibited by applicable law, and the unenforceability
     of any portion thereof shall not thereby render unenforceable any other
     portion. To the extent any provision of applicable law requires some action
     by Landlord to evidence or effect the termination of this Lease or to
     evidence the termination of Tenant's right of occupancy, Tenant and
     Landlord hereby agree that written notice by Landlord to any of Tenant's
     agents, servants or employees, which specifically sets forth Landlord's
     intention to terminate, shall be sufficient to evidence and effect the
     termination herein provided for.

     F. All property of Tenant removed from the Premises by Landlord pursuant to
     any provision of this Lease or applicable law may be handled, removed or
     stored by Landlord at the cost and expense of Tenant, and Landlord shall
     not be responsible in any event for the value, preservation or safekeeping
     thereof. Tenant shall pay Landlord for all expenses reasonably incurred by
     Landlord with respect to such removal and storage so long as the same is in
     Landlord's possession or under Landlord's control. All such property not
     removed from the Premises or retaken from storage by Tenant within thirty
     (30) days after the end of the Term or the termination of Tenant's right to
     possession of the Premises, however terminated, at Landlord's option, shall
     be conclusively deemed to have been conveyed by Tenant to Landlord as by
     bill of sale without further payment or credit by Landlord to Tenant.

     G. Intentionally Omitted.

     H. Intentionally Omitted.

     I. The receipt by Landlord of less than the full rent due shall not be
     construed to be other than a payment on account of rent then due, nor shall
     any statement on Tenant's check or any letter accompanying Tenant's check
     be deemed an accord and satisfaction, and Landlord may accept such payment
     without prejudice to Landlord's right to recover the balance of the rent
     due or to pursue any other remedies provided in this lease. The acceptance
     by Landlord of rent hereunder shall not be construed to be a waiver of any


                                       -19-

<PAGE>

     breach by Tenant of any term, covenant or condition of this Lease. No act
     or omission by Landlord or its employees or agents during the term of this
     Lease shall be deemed an acceptance of a surrender of the Premises, and no
     agreement to accept such a surrender shall be valid unless in writing and
     signed by Landlord.

     J. In the event of any litigation between Tenant and Landlord to enforce
     any provision of this Lease or any right of either party hereto, the
     unsuccessful party to such litigation shall pay to the successful party all
     costs and expenses, including reasonable attorney's fees, incurred therein.
     Furthermore, if Landlord, without fault, is made a party to any litigation
     instituted by or against Tenant, Tenant shall indemnify Landlord against,
     and protect, defend, and save it harmless from, all costs and expenses,
     including reasonable attorney's fees, incurred by it in connection
     therewith. If Tenant, without fault, is made party to any litigation
     instituted by or against Landlord, Landlord shall indemnify Tenant against,
     and protect, defend, and save it harmless from, all costs and expenses,
     including reasonable attorney's fees, incurred by it in connection
     therewith.

24.  No Waiver. Failure of Landlord or Tenant to declare any default immediately
upon its occurrence, or delay in taking any action in connection with an event
of default, shall not constitute a waiver of such default, nor shall it
constitute an estoppel against Landlord or Tenant, but Landlord and Tenant shall
have the right to declare the default at any time and take such action as is
lawful or authorized under this Lease. Failure by Landlord to enforce its rights
with respect to any one default shall not constitute a waiver of its rights with
respect to any subsequent default. Receipt by Landlord of Tenant's keys to the
Premises shall not constitute an acceptance of surrender of the Premises.

25.  Peaceful Enjoyment. Tenant shall, and may peacefully have, hold, and enjoy
the Premises, subject to the other terms hereof. This covenant and any and all
other covenants of Landlord shall be binding upon Landlord and its successors
only with respect to breaches occurring during its or their respective periods
of ownership of the Landlord's interest hereunder.

26.  Landlord Default; Tenant's Remedies. Notwithstanding anything to the
contrary set forth in this Lease, Landlord shall be in default in the
performance of any obligation required to be performed by Landlord pursuant to
this Lease if (i) in the event a failure by Landlord is with respect to the
payment of money, Landlord fails to pay such unpaid amounts within ten (10) days
after written notice from Tenant that the same was not paid when due; or (ii) in
the event a failure by Landlord is other than (i) above, Landlord fails to
perform such obligation within a reasonable time period with the expenditure of
diligent efforts, but in no event more than thirty (30) days after the receipt
of written notice from Tenant specifying in detail Landlord's failure to
perform; provided, however, if the nature of Landlord's obligation is such that
more than thirty (30) days are reasonably required for its performance, then
Landlord shall not be in default under this Lease if Landlord commences such
performance within such thirty (30) day period and thereafter diligently pursue
the same to completion. Upon any such default by Landlord under this Lease
beyond applicable notice and cure periods, Tenant may, except as otherwise
specifically provided in this Lease to the contrary, exercise any of its rights
provided at law or in equity.

27.  Holding Over. In the event of holding over by Tenant after expiration or
other termination of this Lease or in the event Tenant continues to occupy the
Premises after the termination of Tenant's right of possession pursuant to
Section 23.A(3) hereof, Tenant shall become a Tenant at sufferance, throughout
the entire holdover period, pay rent equal to (i) during the first ninety (90)
days of such holdover, one hundred twenty-five percent (125%), and (ii)
thereafter, one hundred fifty percent (150%), of the then current Base Rental
and additional rent which would have been applicable had the term of this Lease
continued through the period of such holding over by Tenant. Provided Landlord
has not entered into a lease with a third party for the entire Premises ("Two
Floor Lease"), and if Tenant holds over on at least one full floor of the
Premises, Tenant shall pay holdover rent only as to such full floor and any
additional space, if any, which Tenant continues to occupy. If Landlord has
entered into a Two Floor Lease, Tenant shall pay holdover rent for the entire
Premises. If Tenant occupies only one full floor (or less) of the Premises
during the holdover period, Tenant shall pay holdover rent for one full floor
only. Any holdover rent shall be prorated on a per diem basis to the date Tenant
discontinues occupancy. No holding over by Tenant or payments of money by Tenant
to Landlord after the expiration of the term of this Lease shall be construed to
extend the term of this Lease or prevent Landlord from recovery of immediate
possession of the Premises by summary proceedings or otherwise unless Landlord
has sent written notice to Tenant that Landlord has elected to extend the term
of this Lease. Tenant shall be liable to Landlord for all actual damages, but
not any consequential damages, which Landlord may suffer by reason of any
holding over by Tenant and, if Tenant holds over beyond ninety (90) days without
Landlord's consent, Tenant shall also indemnify Landlord against any and all
claims made by any other tenant or prospective tenant against Landlord for delay
by Landlord in delivering possession of the Premises to such other tenant or
prospective tenant.

28.  Subordination to Mortgage/Estoppel Certificate. Landlord represents and
warrants to Tenant that as of the date of this Lease there are no existing
ground lessors, mortgage holders or lien holders encumbering the Building,
Property or Premises except for TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF
AMERICA ("Lender"). Landlord shall deliver to Tenant a commercially reasonable
non-disturbance agreement in favor of Tenant from Lender in the form of attached
Exhibit H concurrently with the execution and delivery of the Lease, as well as
a commercially reasonable non-disturbance agreement from all ground lessors,
mortgage holders or lien holders of Landlord that later come into existence with
respect to the Building, Property or Premises at any time prior to the
expiration of the Lease Term, and such delivery shall be in consideration of,
and a condition precedent to Tenant's agreement to be bound by the terms of this
Section. Such commercially reasonable non-disturbance agreement(s) shall include
the obligation of any such ground lessor, mortgage holder or lien holder to
recognize Tenant's rights specifically set forth in this Lease, including
Tenant's express rights to offset certain amounts against the rent due
hereunder, and Landlord's obligations to comply with the provisions of this
Lease, or to


                                       -20-

<PAGE>

otherwise receive certain credits against rent as set forth herein. Subject to
Tenant's receipt of the non-disturbance agreement(s) described above, this Lease
shall be subject and subordinate to any mortgage, deed of trust or other lien
hereafter arising upon the Premises, or upon the Building and/or the Property
and to any renewals, modifications, refinancings and extensions thereof provided
that, so long as Tenant is not in default hereunder beyond applicable notice and
cure periods, Tenant's rights hereunder shall not be disturbed upon any
foreclosure and Tenant shall attorn to any purchaser at foreclosure provided
such purchaser shall agree to accept this Lease and not disturb Tenant's
occupancy so long as Tenant timely pays the rent and observes and performs the
terms, covenants and conditions of this Lease to be observed and performed by
Tenant. Subject to Tenant's receipt of the non-disturbance agreement(s)
described above, Tenant accepts this Lease subject and subordinate to any
mortgage, deed of trust or other lien presently existing or hereafter arising
upon the Premises, or upon the Building and/or the Property and to any renewals,
modifications, refinancings and extensions thereof, but Tenant agrees that any
such mortgagee shall have the right at any time to subordinate such mortgage,
deed of trust or other lien to this Lease on such terms and subject to such
conditions as such mortgagee may deem appropriate in its discretion. The
provisions of the foregoing sentence shall be self-operative and no further
instrument of subordination shall be required. Tenant agrees to execute a
commercially reasonable SNDA conforming with the foregoing within twenty (20)
days after receipt thereof.

     A. No Exercise of Mortgage Remedies Against Tenant. So long as the Lease
     has not been terminated on account of Tenant's default that has continued
     beyond applicable cure periods (an "Event of Default"), no mortgagee shall
     name or join Tenant as a defendant in any exercise of such mortgagee's
     rights and remedies arising upon a default under the mortgage unless
     applicable law requires Tenant to be made a part thereto as a condition to
     proceeding against Landlord or prosecuting such rights and remedies. In the
     latter case, a mortgagee may join Tenant as a defendant in such action only
     for such purpose and not to terminate the Lease or otherwise adversely
     affect Tenant's rights under this Lease in such action.

     B. Non-Disturbance and Attornment. If this Lease has not been terminated on
     account of an Event of Default by Tenant, then, when a successor landlord
     ("Successor Landlord") takes title to the Premises: (i) Successor Landlord
     shall not terminate or disturb Tenant's possession of the Premises under
     this Lease, except in accordance with the terms of this Lease; (ii)
     Successor Landlord shall be bound to Tenant under all the terms and
     conditions of this Lease; Tenant shall recognize and attorn to Successor
     Landlord as Tenant's direct landlord under this Lease; and (iii) this Lease
     shall continue in full force and effect as a direct lease, in accordance
     with its terms, between Successor Landlord and Tenant. Concurrently with
     Tenant's execution and delivery of this Lease to Landlord, Tenant shall
     execute a Subordination, Non-Disturbance and Attornment Agreement in
     substantially the form attached hereto as Exhibit H (the "SNDA"). Landlord
     shall use diligent, commercially reasonable efforts to cause Landlord's
     current lender to execute the SNDA such that Landlord is able to deliver
     the SNDA to Tenant concurrently with Landlord's execution and delivery of
     this Lease to Tenant.

     Tenant agrees periodically to furnish, in connection with a bona fide sale
of financing, within twenty (20) days after so requested by Landlord, ground
lessor or the holder of any deed of trust, mortgage or security agreement
covering the Property, Building or any interest of Landlord therein, a
certificate signed by Tenant certifying, if factually correct, (a) that this
Lease is in full force and effect and unmodified (or if there have been
modifications, that the same is in full force and effect as modified and stating
the modifications), (b) as to the Commencement Date and the date through which
Base Rental and Tenant's estimated Additional Rental has been paid, (c) that
Tenant has accepted possession of the Premises and that any improvements
required by the terms of this Lease to be made by Landlord have been completed
to the satisfaction of Tenant, (d) that except as stated in the certificate no
rent has been paid more than thirty (30) days in advance of its due date, (e)
that the address for notices to be sent to Tenant is as set forth in this Lease
(or has been changed by notice duly given and is as set forth in the
certificate), (f) that except as stated in the certificate, Tenant, as of the
date of such certificate, has no charge, lien, or claim of offset against rent
due or to become due, (g) that except as stated in the certificate, Landlord is
not to Tenant's knowledge then in default under this Lease, (h) as to the amount
of Rentable Area then occupied by Tenant, and (i) that there are no renewal or
extension options, purchase options, expansion options, rights of first refusal
or the like in favor of Tenant except as set forth in this Lease. Any such
certificate may be relied upon by any ground lessor, prospective purchaser,
secured party, mortgagee or any beneficiary under any mortgage, deed of trust on
the Building or the Property or any part thereof or interest of Landlord
therein. Landlord shall furnish to Tenant, within twenty (20) days of Tenant's
request, a like estoppel certificate, with appropriate adjustments to substitute
Landlord for Tenant hereunder.

29. Notice. Any notice required or permitted to be given under this Lease or by
law shall be deemed to have been given if it is written and delivered in person
or mailed by Registered or Certified mail, postage prepaid, or sent by a
nationally recognized overnight delivery service to the party who is to receive
such notice at the address specified in Section 1.Y. of this Lease. When so
mailed, the notice shall be deemed to have been given three (3) Business Days
after the date it was mailed. When sent by overnight delivery service, the
notice shall be deemed to have been given on the next Business Day after deposit
with such overnight delivery service. The address specified in Section 1.Y. of
this Lease may be changed from time to time by giving written notice thereof to
the other party. Neither party hereto shall be required to send any notice,
request, demand, consent, approval, or other communication required or permitted
under this Lease to more than two (2) other addresses in addition to the
Premises.

30. Arbitration. The submittal to arbitration in accordance with the provisions
of this Section 30 is the sole and exclusive method, means and procedure to
resolve any and all claims, disputes or disagreements relating to (i) Tenant's
measurement of the First Refusal Premises under Exhibit E, (ii) Tenant's
maintenance and repair costs under Section 10, (iii) Landlord's failure to
approve a Transfer of Tenant's interest in the Lease under Section 13, and (iv)
certain construction matters under the Work Letter. The parties hereby
irrevocably waive any and all rights


                                       -21-

<PAGE>

to the contrary and shall at all times conduct themselves in strict, full,
complete and timely accordance with the provisions of this Section 30 and all
attempts to circumvent the provisions of this Section 30 shall be absolutely
null and void and of no force or effect whatsoever. As to any matter submitted
to arbitration, to determine whether a matter would, with the passage of time,
constitute an event of default, such passage of time shall not commence to run
until any such affirmative arbitrated determination, as long as it is
simultaneously determined in such arbitration that the challenge of such matter
as a potential event of default was made in good faith. Any dispute to be
arbitrated pursuant to the provisions of this Section 30 shall be determined by
binding arbitration before an experienced arbitrator (the "Arbitrator") under
the auspices of JAMS/ENDISPUTE in Orange County, California ("JAMS"). Such
arbitration shall be initiated by the parties, or either of them, within ten
(10) days after either party sends written notice (the "Arbitration Notice") of
a demand to arbitrate to the other party and to JAMS. The Arbitration Notice
shall contain a description of the subject matter of the arbitration, the
dispute with respect thereto, the amount involved, if any, and the remedy or
determination sought. The parties shall agree on a retired judge from the JAMS
panel. If they are unable to promptly agree, JAMS will provide a list of three
available arbitrators and each party may strike one. The remaining judge (or if
there are two, the one selected by JAMS) will serve as the Arbitrator. In the
event that JAMS shall no longer exist or if JAMS fails or refuses to accept
submission of such dispute, then the dispute shall be resolved by binding
arbitration before a reasonably acceptable substitute arbitration service
selected by Tenant under such service's commercial arbitration rules then in
effect. The Arbitrator shall schedule a pre-hearing conference to resolve
procedural matters, arrange for the exchange of information, obtain
stipulations, and narrow the issues. The parties will submit proposed discovery
schedules to the Arbitrator at the pre-hearing conference. The scope and
duration of discovery will be within the sole discretion of the Arbitrator. The
Arbitrator shall have the discretion to order a pre-hearing exchange of
information by the parties, including, without limitation, production of
requested documents, exchange of summaries of testimony of proposed witnesses,
and examination by deposition of parties and third-party witnesses. This
discretion shall be exercised in favor of discovery reasonable under the
circumstances. The arbitration shall be conducted in Orange County, California.
Any party may be represented by counsel or other authorized representative. In
rendering a decision(s), the Arbitrator shall determine the rights and
obligations of the parties according to the provisions of this Lease. The
Arbitrator's decision shall be based on the evidence introduced at the hearing,
including all logical and reasonable inferences therefrom. The Arbitrator may
make any determination, and/or grant any remedy or relief (an "Arbitration
Award") that is just and equitable. The decision must be based on, and
accompanied by, a written statement of decision explaining the factual and legal
basis for the decision as to each of the principal controverted issues. The
decision shall be conclusive and binding, and it may thereafter be confirmed as
a judgment by the District Court of the State of California, subject only to
challenge on grounds set forth in the California Code of Civil Procedure. The
Arbitrator shall award costs, including without limitation attorneys' fees, and
expert and witness costs, to the prevailing party, if any, as determined by the
Arbitrator in his discretion. The Arbitrator's fees and costs shall be paid by
the non-prevailing party as determined by the Arbitrator in his discretion. A
party shall be determined by the Arbitrator to be the prevailing party if its
proposal for the resolution of dispute is the closer to that adopted by the
Arbitrator. The Arbitration shall be conducted pursuant to the most expedited
arbitration procedures available.

31. Surrender of Premises. Upon the termination, whether by lapse of time or
otherwise, or upon any termination of Tenant's right to possession without
termination of the Lease, Tenant will at once surrender possession and vacate
the Premises, together with all Leasehold Improvements (except those Leasehold
Improvements Tenant is required to remove pursuant to Section 8 hereof), to
Landlord in good condition and repair, ordinary wear and tear excepted;
conditions existing because of Tenant's failure to perform maintenance, repairs
or replacements as required of Tenant under this Lease shall not be deemed
"reasonable wear and tear." Tenant shall surrender to Landlord all keys to the
Premises and make known to Landlord the explanation of all combination locks
which Tenant is permitted to leave on the Premises. Subject to the Landlord's
rights under Section 23 hereof, if Tenant fails to remove any of Tenant's
Property within one (1) day after the termination of this Lease, or Tenant's
right to possession hereunder, Landlord, at Tenant's sole cost and expenses,
shall be entitled to remove and/or store such Tenant's Property and Landlord
shall be in no event be responsible for the value, preservation or safekeeping
thereof. Tenant shall pay Landlord, upon demand, any and all reasonable expenses
caused by such removal and all storage charges against such property so long as
the same shall be in possession of Landlord or under the control of Landlord. In
addition, if Tenant fails to remove any Tenant's Property from the Premises or
storage, as the case may be, within ten (10) days after written notice from
Landlord, Landlord, at its option, may deem all or any part of such Tenant's
Property to have been abandoned by Tenant and title thereof shall immediately
pass to Landlord under this Lease as by a bill of sale.

32. Rights Reserved to Landlord. Provided Tenant's use and enjoyment of and
access to the Premises and parking to be provided to Tenant under this Lease are
not interfered within in an unreasonable manner, Landlord reserves the following
rights, exercisable without notice, except as provided herein, and without
liability to Tenant for damage or injury to property, person or business and
without affecting an eviction or disturbance of Tenant's use or possession or
giving rise to any claim for setoff or abatement of rent or affecting any of
Tenant's obligations under this Lease: (1) upon thirty (30) days prior notice to
change the name (subject to Tenant's signage rights) or street address of the
Building (except that Landlord shall reimburse Tenant for its out-of-pocket
costs incurred in connection with any such change for reprinting a reasonable
amount of business cards and stationery); (2) to install and maintain signs on
the exterior (other than the Building top, which is exclusive to Tenant) and
interior of the Building; (3) to designate and approve window coverings to
present a uniform exterior appearance; (4) to make any decorations, alterations,
additions, improvements to the Building or Property, or any part thereof (other
than the Premises unless required by law or with Tenant's prior consent, which
shall not be unreasonably withheld) which Landlord shall desire, or deem
necessary for the safety, protection, preservation or improvement of the
Building or Property, or as Landlord may be required to do by law; (5) to retain
at all times and to use in appropriate instances, a pass key to the entry door
locks to the Premises; (6) to approve the weight, size, or location of heavy
equipment, or articles within the Premises that exceed the recommended load for
the Premises flooring; (7) to close or restrict access to the Building at all
times other than Normal Business Hours subject to Tenant's right to admittance
at all times under such reasonable regulations as Landlord may prescribe from
time to time, or to close temporarily any of the entrances to the Building;
provided Landlord shall have the right to restrict or prohibit access to the
Building, the


                                       -22-

<PAGE>

Premises or the Property at any time Landlord determines it is necessary to do
so to minimize the risk of injuries or death to persons or damage to property
(8) to change the arrangement and/or location of entrances of passageways, doors
and doorways, corridors, elevators, stairs, toilets and public parts of the
Building or Property; (9) to reasonably regulate access to telephone, electrical
and other utility closets in the Building and to require use of designated or
approved contractors for any work involving access to the same; (10) to grant to
anyone the exclusive right to conduct any business or undertaking in the
Building; (11) to designate all sources furnishing sign painting or lettering;
(12) to install, use, maintain, repair, replace and relocate pipes, ducts,
conduits, wires and appurtenant meters and equipment above the ceiling surfaces,
below the floor surfaces, within the walls and in the central core areas of the
Building; and (13) to make changes to the Building and all appurtenant areas,
including, without limitation, to the design and layout of the driveways,
entrances, loading and unloading areas, direction of traffic, landscaped areas
and walkways, parking spaces and parking areas (provided that such modifications
may only be made by Landlord to the extent required by Applicable Law, or as
reasonably necessary on a temporary basis in the event of damage and
destruction) and other improvements appurtenant to the Building that do not
materially decrease Tenant's rights or materially increase Tenant's obligations
under this Lease; provided, however, that Landlord shall make no changes to the
Property or Building which change the nature of the Property or Building to
something other than a first class office building project or materially,
adversely affect Tenant's use of the Premises or Tenant's ingress to or egress
from the Building, the Premises or the parking areas servicing the same, or that
materially, adversely increase Tenant's obligations under this Lease or decrease
Tenant's rights under this Lease.

33. Event of Bankruptcy. In addition to, and in no way limiting, the other
remedies set forth herein Landlord and Tenant agree that if Tenant ever becomes
the subject of a voluntary or involuntary bankruptcy, reorganization,
composition, or other similar type proceeding under the federal bankruptcy laws,
as now enacted or hereinafter amended, then:

     A. "Adequate protection" of Landlord's interest in the Premises pursuant to
     the provisions of Sections 361 and 363 (or their successor sections) of the
     Bankruptcy Code, 11 U.S.C. Paragraph 101, et seq. (such Bankruptcy Code as
     amended from time-to-time being herein referred to as the "Bankruptcy
     Code"), prior to assumption and/or assignment of the Lease by Tenant shall
     include, but not be limited to all (or any part) of the following:

     (1)  the continued payment by Tenant of the Base Rent and all other rent
          due and owing hereunder and the performance of all other covenants and
          obligations hereunder by Tenant;

     (2)  the hiring of security guards to protect the Premises if Tenant
          abandons and/or ceases operations; such obligation of Tenant only to
          be effective so long as Tenant remains in possession and control of
          the Premises to the exclusion of Landlord;

     (3)  the furnishing of an additional/new Security Deposit by Tenant in the
          amount of three (3) times the then-current monthly Base Rent and other
          rent payable hereunder.

     B. "Adequate assurance of future performance" by Tenant and/or any assignee
     of Tenant pursuant to Bankruptcy Code Section 365 will include (but not be
     limited to) payment of an additional/new Security Deposit in the amount of
     three (3) times the then-current Base Rent payable hereunder.

     C. Any person or entity to which this Lease is assigned pursuant to the
     provisions of the Bankruptcy Code, shall be deemed without further act or
     deed to have assumed all of the obligations of Tenant arising under this
     Lease on and after the effective date of such assignment. Any such assignee
     shall, upon demand by Landlord, execute and deliver to Landlord an
     instrument confirming such assumption of liability.

     D. Notwithstanding anything in this Lease to the contrary, all amounts
     payable by Tenant to or on behalf of the Landlord under this Lease, whether
     or not expressly denominated as "rent", shall constitute "rent" for the
     purposes of Section 502(b)(6) of the Bankruptcy Code.

     E. If this Lease is assigned to any person or entity pursuant to the
     provisions of the Bankruptcy Code, any and all monies or other
     considerations payable or otherwise to be delivered to Landlord (including
     Base Rents and other rent hereunder), shall be and remain the exclusive
     property of Landlord and shall not constitute property of Tenant or of the
     bankruptcy estate of Tenant. Any and all monies or other considerations
     constituting Landlord's property under the preceding sentence not paid or
     delivered to Landlord shall be held in trust by Tenant or Tenant's
     bankruptcy estate for the benefit of Landlord and shall be promptly paid to
     or turned over to Landlord.

     F. If Tenant assumes this Lease and proposes to assign the same pursuant to
     the provisions of the Bankruptcy Code to any person or entity who shall
     have made a bona fide offer to accept an assignment of this Lease on terms
     acceptable to the Tenant, then notice of such proposed offer/assignment,
     setting forth (i) the name and address of such person or entity; (ii) all
     of the terms and conditions of such offer, and (iii) the adequate assurance
     to be provided Landlord to assure such person's or entity's future
     performance under the Lease, shall be given to Landlord by Tenant no later
     than twenty (20) days after receipt by Tenant, but in any event no later
     than ten (10) days prior to the date that Tenant shall make application to
     a court of competent jurisdiction for authority and approval to enter into
     such assumption and assignment, and Landlord shall thereupon have the prior
     right and option, to be exercised by notice to Tenant given at any time
     prior to the effective date of such proposed assignment, to accept an
     assignment of this Lease upon the same terms and conditions and for the
     same consideration, if any, as the bona fide offer made by


                                       -23-

<PAGE>

     such persons or entity, less any brokerage commission which may be payable
     out of the consideration to be paid by such person for the assignment of
     this Lease.

     G. To the extent permitted by law, Landlord and Tenant agree that this
     Lease is a contract under which applicable law excuses Landlord from
     accepting performance from (or rendering performance to) any person or
     entity other than Tenant within the meaning of Sections 365(c) and
     365(e)(2) of the Bankruptcy Code.

     H. If the obligations of Landlord under this Lease are not performed during
     the pendency of a bankruptcy or insolvency proceeding involving Landlord as
     the debtor, or following the rejection of this Lease in accordance with
     Section 365 of the United States Bankruptcy Code, then notwithstanding any
     provision of this Lease to the contrary, Tenant shall have the right to set
     off against the rent next due and owing under this Lease (a) any and all
     damages caused by such non-performance of Landlord's obligations under this
     Lease by Landlord, debtor-in-possession, or the bankruptcy trustee, and (b)
     any and all damages caused by the non-performance of Landlord's obligations
     under this Lease following any rejection of this Lease in accordance with
     Section 365 of the United States Bankruptcy Code.

34.  Miscellaneous.

     A. If any term or provision of this Lease, or the application thereof to
     any person or circumstance shall, to any extent, be invalid or
     unenforceable, the remainder of this Lease, or the application of such term
     or provision to persons or circumstances other than those as to which it is
     held invalid or unenforceable, shall not be affected thereby, and each term
     and provision of this Lease shall be valid and enforced to the fullest
     extent permitted by law.

     B. Tenant agrees not to record this Lease or any short form or memorandum
     hereof.

     C. This Lease and the rights and obligations of the parties hereto shall be
     interpreted, construed, and enforced in accordance with the laws of the
     state in which the Building is located.

     D. Events of "Force Majeure" shall include strikes, riots, acts of God,
     shortages of labor or materials, war, governmental laws, regulations or
     restrictions, or any other cause whatsoever beyond the reasonable control
     of Landlord or Tenant, as the case may be. Whenever a period of time is
     herein prescribed for the taking of any action by Landlord or Tenant (other
     than the payment of Rent and all other such sums of money as shall become
     due hereunder), such party shall not be liable or responsible for, there
     shall be excluded from the computation of such period of time, any delays
     in the performance of such action due to events of Force Majeure.

     E. Except as expressly otherwise herein provided, with respect to all
     required acts of Tenant, time is of the essence of this Lease.

     F. Tenant acknowledges that Landlord shall have the right to transfer and
     assign, in whole or in part, all of its rights and obligations hereunder
     and in the Property or Building so long as such transfer is not a
     subterfuge to avoid Landlord's obligations under this Lease, and in such
     event and upon such transfer and if the transferee assumes the applicable
     obligations, Landlord shall automatically be released from all liability
     (to the extent such obligations are assumed by the transferee) under this
     Lease not accrued as of the date of the transfer and Tenant agrees to look
     solely to such transferee for the performance of Landlord's obligations
     hereunder after the date of transfer. Tenant further acknowledges that
     Landlord may assign its interest in this Lease to a mortgage lender as
     additional security. Such transfer shall not release Landlord from its
     obligations hereunder and Tenant shall continue to look to Landlord for the
     performance of its obligations.

     G. Landlord has agreed to pay a commission in connection with this Lease to
     Broker pursuant to a separate written agreement between Landlord and
     Broker. Each party represents and warrants to the other, that, to its
     knowledge, no broker, agent or finder other than Broker (a) negotiated or
     was instrumental in negotiating or consummating this Lease on its behalf,
     and (b) is or might be entitled to a commission or compensation in
     connection with this Lease. Tenant shall indemnify, defend (by counsel
     reasonably approved in writing by Landlord) and hold Landlord harmless from
     and against any and all claims, judgments, suits, causes of action,
     damages, losses, liabilities and expenses (including attorneys' fees and
     court costs) resulting from any breach by Tenant of the foregoing
     representation, including, without limitation, any claims that may be
     asserted against Landlord by any broker, agent or finder undisclosed by
     Tenant herein. Landlord shall indemnify, defend (by counsel reasonably
     approved in writing by Tenant) and hold Tenant harmless from and against
     any and all claims, judgments, suits, causes of action, damages, losses,
     liabilities and expenses (including attorneys' fees and court costs)
     resulting from any breach by Landlord of the foregoing representation,
     including, without limitation, any claims that may be asserted against
     Tenant by any broker, agent or finder undisclosed by Landlord herein. The
     foregoing indemnities shall survive the expiration or earlier termination
     of this Lease.

     H. If there is more than one Tenant, or if the Tenant as such is comprised
     of more than one person or entity, the obligations hereunder imposed upon
     Tenant shall be joint and several obligations of all such parties. All
     notices, payments, and agreements given or made by, with or to any one of
     such persons or entities shall be deemed to have been given or made by,
     with or to all of them.


                                       -24-

<PAGE>

     I. The individual signing this Lease on behalf of Landlord and Tenant
     represents (1) that such individual is duly authorized to execute or attest
     and deliver this Lease on behalf of Landlord or Tenant, as applicable, in
     accordance with the organizational documents of Landlord or Tenant, as
     applicable; (2) that this Lease is binding upon such party; (3) that such
     party is duly organized and legally existing in the state of its
     organization, and is qualified to do business in the state in which the
     Premises is located; (4) that upon request, such party will provide the
     other with true and correct copies of all organizational documents of such
     party, and any amendments thereto; and (5) that the execution and delivery
     of this Lease by such party will not result in any breach of, or constitute
     a default under any mortgage, deed of trust, lease, loan, credit agreement,
     partnership agreement or other contract or instrument to which such party
     is a party or by which such party may be bound. If Tenant or Landlord is a
     corporation, such party will, upon the request of the other party, prior to
     or promptly following execution of this Lease, deliver to the other a copy
     of a resolution of its board of directors authorizing or ratifying the
     execution and delivery of this Lease, which resolution will be duly
     certified by the secretary or assistant secretary of such party.

     J. Tenant acknowledges that the financial capability of Tenant to perform
     its obligations hereunder is material to Landlord and that Landlord would
     not enter into this Lease but for its belief, based on its review of
     Tenant's financial statements, that Tenant is capable of performing such
     financial obligations. Tenant hereby represents, warrants and certifies to
     Landlord that its financial statements previously furnished to Landlord
     were at the time given true and correct in all material respects and that
     there have been no material subsequent changes thereto as of the date of
     this Lease, provided Tenant shall not be in default under this Lease unless
     Landlord would not have entered into this Lease had Landlord received true
     and correct information from Tenant.

     K. Notwithstanding anything to the contrary contained in this Lease, the
     expiration of the Lease Term, whether by lapse of time or otherwise, shall
     not relieve Landlord or Tenant from their obligations accruing prior to the
     expiration of the Lease Term, and such obligations shall survive any such
     expiration or other termination of the Lease Term.

     L. Landlord has delivered a copy of this Lease to Tenant for Tenant's
     review only, and the delivery hereof does not constitute an offer to Tenant
     or an option. This Lease shall not be effective until an original of this
     Lease executed and delivered by both Landlord and Tenant. This Lease may be
     executed in one or more counterparts, each of which shall constitute an
     original and all of which shall be one and the same agreement.

     M. Landlord and Tenant understand, agree and acknowledge that (i) this
     Lease has been freely negotiated by both parties; and (ii) in any
     controversy, dispute or contest over the meaning, interpretation, validity,
     or enforceability of this Lease or any of its terms or conditions, there
     shall be not inference, presumption, or conclusion drawn whatsoever against
     either party by virtue of that party having drafted this Lease or any
     portion thereof.

     N. The headings and titles to the paragraphs of this Lease are for
     convenience only and shall have no affect upon the construction or
     interpretation of any part hereof.

     O. Landlord and Tenant acknowledge that the contents of this Lease and any
     related documents are confidential information. Landlord and Tenant shall
     not disclose such confidential information to any person or entity other
     than the parties' respective partners, administrators, consultants,
     financial, legal, and space planning consultants or a prospective or
     current purchaser or lender on the Building or the Property (or, in
     Tenant's case only, a prospective Transferee), and except as required by
     applicable law or in connection with a dispute or litigation hereunder or
     as required by a subpoena. Any press releases or announcements made by
     Landlord in connection with the contents of this Lease and/or any related
     documents shall be subject to the prior approval of Tenant.

35.  Entire Agreement. This Lease, including the following Exhibits:

     Exhibit A - Outline and Location of Premises
     Exhibit A-2 - Site Plan
     Exhibit B - Rules and Regulations
     Exhibit C - Payment of Basic Costs
     Exhibit D - Work Letter
     Exhibit E - Additional Provisions
     Exhibit F - Commencement Letter (Sample)
     Exhibit G - Parking
     Exhibit H - Subordination, Non-Disturbance and Attornment Agreement
     Exhibit I - Janitorial and Cleaning Specifications
     Exhibit J - Go2 Assignment

constitutes the entire agreement between the parties hereto with respect to the
subject matter of this Lease and supersedes all prior agreements and
understandings between the parties related to the Premises, including all lease
proposals, letters of intent and similar documents. Tenant expressly
acknowledges and agrees that Landlord has not made and is not making, and
Tenant, in executing and delivering this Lease, is not relying upon, any
warranties, representations, promises or statements, except to the extent that
the same are expressly set forth in this Lease. All understandings and
agreements heretofore had between the parties are merged in this Lease which
alone fully and completely expresses the agreement of the parties, neither party
relying upon any statement or representation not embodied in this Lease. This
Lease may be modified only be a written agreement signed by Landlord and Tenant.


                                       -25-

<PAGE>

36. Limitation Of Liability. EXCEPT TO THE EXTENT SPECIFICALLY ADDRESSED HEREIN,
TENANT SHALL NOT HAVE THE RIGHT TO AN ABATEMENT OF RENT OR TO TERMINATE THIS
LEASE AS A RESULT OF LANDLORD'S DEFAULT AS TO ANY COVENANT OR AGREEMENT
CONTAINED IN THIS LEASE OR AS A RESULT OF THE BREACH OF ANY PROMISE OR
INDUCEMENT IN CONNECTION HEREWITH, WHETHER IN THIS LEASE OR ELSEWHERE, AND
EXCEPT AS OTHERWISE SET FORTH IN THIS LEASE, TENANT HEREBY WAIVES SUCH REMEDIES
OF ABATEMENT OF RENT AND TERMINATION. TENANT HEREBY AGREES THAT, EXCEPT AS
OTHERWISE SET FORTH IN THIS LEASE, TENANT'S REMEDIES FOR DEFAULT HEREUNDER OR IN
ANY WAY ARISING IN CONNECTION WITH THIS LEASE INCLUDING ANY BREACH OF ANY
PROMISE OR INDUCEMENT OR WARRANTY, EXPRESSED OR IMPLIED, SHALL BE LIMITED TO
ARBITRATION (TO THE EXTENT PERMITTED HEREUNDER), SUIT FOR DIRECT AND PROXIMATE
DAMAGES, SPECIFIC PERFORMANCE, INJUNCTIVE AND OTHER EQUITABLE RELIEF PROVIDED
THAT TENANT HAS GIVEN THE NOTICES AS HEREINAFTER REQUIRED. NOTWITHSTANDING
ANYTHING TO THE CONTRARY CONTAINED IN THIS LEASE, THE LIABILITY OF LANDLORD TO
TENANT FOR ANY DEFAULT BY LANDLORD UNDER THIS LEASE SHALL BE LIMITED TO THE
INTEREST OF LANDLORD IN THE BUILDING AND THE PROPERTY (AND THE RENTS, ISSUES AND
PROFITS THEREFROM) AND TENANT AGREES TO LOOK SOLELY TO LANDLORD'S INTEREST IN
THE BUILDING AND THE PROPERTY FOR THE RECOVERY OF ANY JUDGMENT AGAINST THE
LANDLORD, IT BEING INTENDED THAT LANDLORD SHALL NOT BE PERSONALLY LIABLE FOR ANY
JUDGMENT OR DEFICIENCY. TENANT HEREBY COVENANTS THAT, PRIOR TO THE FILING OF ANY
SUIT FOR DIRECT AND PROXIMATE DAMAGES, IT SHALL GIVE LANDLORD AND ALL MORTGAGEES
WHOM TENANT HAS BEEN NOTIFIED HOLD MORTGAGES OR DEED OF TRUST LIENS ON THE
PROPERTY, BUILDING OR PREMISES ("LANDLORD MORTGAGEES") NOTICE AND REASONABLE
TIME (NOT TO EXCEED THE SAME TIME PERIODS PROVIDED TO LANDLORD AS DESCRIBED IN
THIS LEASE TO CURE ANY ALLEGED DEFAULT BY LANDLORD. NOTWITHSTANDING THE
FOREGOING, ANY ACTION BROUGHT BY ONE PARTY TO THIS LEASE AGAINST THE OTHER SHALL
BE COMMENCED PRIOR TO THE LATER TO OCCUR OF TWELVE (12) MONTHS FOLLOWING THE
NON-DEFAULTING PARTY'S DISCOVERY OF THE OCCURRENCE OF THE ALLEGED DEFAULT
HEREUNDER OR TWELVE (12) MONTHS FOLLOWING THE EXPIRATION OF THE LEASE TERM,
UNLESS THE PARTIES HERETO AGREE TO EXTEND SUCH TIME IN WRITING. A PARTY'S
FAILURE TO ASSERT SUCH RIGHTS WITHIN SUCH TIME FRAME SHALL BE CONSTRUED AS A
WAIVER OF SUCH PARTY'S REMEDIES HEREIN.

37. Intentionally Omitted.

38. Intentionally Omitted.

39. Common Areas. During the Term of this Lease, Tenant shall have the
nonexclusive right to use the Common Areas of the Building in common with
Landlord and all persons, firms and corporations conducting business in the
Building and their respective customers, guests, licensees, invitees (including
patients and clients), subtenants, employees and agents, subject to the terms of
this Lease, the rules and regulations referenced in Section 4 above and all
covenants, conditions and restrictions now or hereafter affecting the Building.

40. Intentionally Omitted.

41. Parking. Landlord shall provide parking to Tenant as set forth in Exhibit G
to this Lease.

42. Recorded Documents. Landlord and Tenant shall each comply with all recorded
covenants, conditions, and restrictions affecting the Property, as of the date
of full execution and delivery of this Lease, as same apply to Landlord and/or
Tenant; provided, however, that Landlord shall comply with any such recorded
covenants, conditions, and restrictions on behalf of Tenant to the extent that
the same are more burdensome or restrictive on Tenant than the terms and
conditions of this Lease.

43. Food Service. Nothing in this Lease shall prohibit or restrict Tenant from
conducting in-house food service and retail service from the Premises primarily
for the benefit of Tenant and Tenant's employees, however, Tenant's in-house
food service and retail service shall be limited to vending machines and
microwaves. Tenant shall, however, at all times be entitled to utilize outside
food service vendors for occasional take-in, deliveries and catering.

44. Approvals. Except as may otherwise expressly be provided herein, wherever in
this Lease the consent or approval of Landlord or Tenant is required, such
approval or consent shall not unreasonably be withheld, conditioned or delayed.
This provision is subject to express provisions of this Lease which stipulate
what constitutes reasonable withholding of consent.

45. Communications and Computer Lines. Tenant may install, maintain, replace,
remove or use any communications or computer wires and cables (collectively, the
"Lines") at the Property in or serving the Premises, provided that (i) Tenant
will use existing conduit to the extent available and an acceptable number of
spare Lines and space for additional Lines shall be maintained for existing and
future occupants of the Property, as determined in Landlord's reasonable
opinion, (ii) the Lines therefor (including riser cables) shall be appropriately
insulated to prevent excessive electromagnetic fields or radiation, and shall be
surrounded by a protective conduit reasonably acceptable to Landlord, (iii) any
new or existing Lines servicing the Premises shall comply with all Applicable
Laws, and (iv) Tenant shall pay all costs in connection therewith. Landlord
reserves the right to require that Tenant remove any Lines located in or serving
the Premises which are installed in violation of these provisions.


                                       -26-

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                                       -27-

<PAGE>

IN WITNESS WHEREOF, Landlord and Tenant have executed this Lease in multiple
original counterparts as of the day and year first above written.

WITNESS/ATTEST                LANDLORD:

                              KOLL CENTER IRVINE NUMBER TWO, L.L.C.,
                              a Delaware limited liability company

                              By: Connecticut General Life Insurance Company,
By:                               a specially chartered Connecticut corporation,
   --------------------------     Its:  Member and Manager
   Name:
        ---------------------
   Title:                         By:  CIGNA Investments, Inc.,
         --------------------          a Delaware corporation,
By:                                    Its:  Authorized Agent
   --------------------------
   Name:
        ---------------------
   Title:
         --------------------     By:
                                       -----------------------------------------
                                       Ann Marie O'Rourke
                                       Vice President

                              By:  Transwestern Koll Center, L.L.C.,
                                   a Delaware limited liability company
                                   Its:  Member and Manager

                                  By:
                                       -----------------------------------------
                                       Randal S. Bessolo, Managing Director

                              TENANT:

                              NEW CENTURY MORTGAGE CORPORATION,
                              a Delaware corporation

                              By:
                                   ---------------------------------------------
                                   Name:
                                        ----------------------------------------
                                   Title:
                                         ---------------------------------------



                                       -28-