<PAGE>

                                   THE ATRIUM

                                  OFFICE LEASE

                                 by and between

                                 NORFOLK ATRIUM,

                       a California limited partnership,

                                    as Lessor

                                       and

                                NETGRAVITY, INC.,

                            a Delaware corporation,

                                    as Lessee

<PAGE>

                                 TABLE OF CONTENTS

<TABLE>
<CAPTION>

                                                                         Page
                                                                         ----
<C>     <S>                                                             <C>

1.      SUMMARY OF LEASE PROVISIONS ...................................    1
2.      PREMISES DEMISED ..............................................    2
3.      TERM ..........................................................    2
4.      POSSESSION.....................................................    4
5.      RENT ..........................................................    4
6.      SECURITY DEPOSIT...............................................    5
7.      PERIODIC COST OF LIVING, PROJECT TAXES AND OPERATING 
          EXPENSE ADJUSTMENTS..........................................    6
8.      USE............................................................   11
9.      COMPLIANCE WITH LAWS...........................................   12
10.     ALTERATIONS AND ADDITIONS......................................   13
11.     REPAIRS........................................................   14
12.     LIENS..........................................................   14
13.     ASSIGNMENT AND SUBLETTING......................................   15
14.     HOLD HARMLESS..................................................   17
15.     SUBROGATION....................................................   17
16.     LESSEE'S INSURANCE.............................................   18
17.     SERVICES AND UTILITIES.........................................   18
18.     RULES AND REGULATIONS..........................................   19
19.     HOLDING OVER...................................................   20
20.     ENTRY BY LESSOR................................................   20
21.     RECONSTRUCTION.................................................   20
22.     DEFAULT........................................................   21
23.     REMEDIES UPON DEFAULT..........................................   22
24.     EMINENT DOMAIN.................................................   23
25.     OFFSET STATEMENT; MODIFICATIONS FOR LENDER.....................   23
26.     PARKING........................................................   23
27.     AUTHORITY .....................................................   24
28.     SURRENDER OF PREMISES..........................................   24
29.     LESSOR DEFAULT AND MORTGAGEE PROTECTION........................   25
30.     RIGHTS RESERVED BY LESSOR......................................   25
31.     EXHIBITS.......................................................   25
32.     WAIVER.........................................................   25
33.     NOTICES........................................................   25
34.     JOINT OBLIGATIONS..............................................   26

<PAGE>

                                                                         Page
                                                                         ----

35.     MARGINAL HEADINGS .............................................   26
36.     TIME...........................................................   26
37.     SUCCESSORS AND ASSIGNS.........................................   26
38.     RECORDATION....................................................   26
39.     QUIET POSSESSION ..............................................   26
40.     LATE CHARGES; ADDITIONAL RENT AND INTEREST.....................   26
41.     PRIOR AGREEMENTS...............................................   26
42.     INABILITY TO PERFORM...........................................   26
43.     ATTORNEYS' FEES ...............................................   27
44.     SALE OF PREMISES BY LESSOR.....................................   27
45.     SUBORDINATION/ATTORNMENT.......................................   27
46.     NAME...........................................................   27
47.     SEVERABILITY...................................................   27
48.     CUMULATIVE REMEDIES............................................   27
49.     CHOICE OF LAW..................................................   27
50.     SIGNS..........................................................   27
51.     GENDER AND NUMBER..............................................   28
52.     CONSENTS.......................................................   28
53.     BROKERS .......................................................   28
54.     SUBSURFACE AND AIRSPACE .......................................   28
55.     COMMON AREA....................................................   28
56.     LABOR DISPUTES.................................................   28
57.     REASONABLENESS.................................................   29
58.     LESSEE'S FINANCIAL STATEMENTS..................................   29
59.     LESSOR NOT A TRUSTEE...........................................   29
60.     MERGER.........................................................   29
61.     NO PARTNERSHIP OR JOINT VENTURE................................   29
62.     LESSOR'S RIGHT TO PERFORM LESSEE'S COVENANTS...................   29
63.     PLANS..........................................................   29
64.     RIGHT OF FIRST OPPORTUNITY.....................................   29
65.     WAIVER OF JURY.................................................   30
66.     JOINT PARTICIPATION............................................   30
67.     COUNTERPARTS...................................................   30

</TABLE>

<PAGE>

                                   THE ATRIUM

                                  OFFICE LEASE

For and in consideration of rentals, covenants, and conditions hereinafter 
set forth, Lessor hereby leases to Lessee, and Lessee hereby leases from 
Lessor, the herein described Premises for the term, at the rental rate 
specified herein and subject to and upon all of the terms, covenants and 
agreements set forth in this lease ("Lease"):

1.  SUMMARY OF LEASE PROVISIONS.

    a. LESSEE:  NETGRAVITY, INC., a Delaware corporation ("Lessee").

    b. LESSOR: NORFOLK ATRIUM, a California limited partnership ("Lessor").

    c. DATE OF LEASE (FOR REFERENCE PURPOSES ONLY): August 5, 1998.

    d. PREMISES: That certain office space commonly known as 1900 South 
       Norfolk Street, Suite 150, San Mateo, California, and shown cross-hatched
       on the reduced floor plan attached hereto as Exhibit "A," consisting of 
       approximately twenty-six thousand five hundred two (26,502) square feet 
       of Rentable Area ("the Premises"). (ARTICLE 2)

    e. TERM: Eighty-four (84) months. (ARTICLE 3)

    f. COMMENCEMENT DATE: As defined in Exhibit "C" attached hereto. (ARTICLE 3)

    g. LEASE TERMINATION: The date which is eighty-four (84) months following 
       the Commencement Date ("Expiration Date"), unless sooner terminated 
       pursuant to the terms of this Lease. (ARTICLE 3)

    h. BASE RENT: Eighty-Six Thousand Six Hundred Sixty-One and 54/100ths 
       Dollars ($86,661.54) per month (based upon Three and 27/100ths Dollars 
       ($3.27) per month per square foot of Rentable Area in the Premises); 
       subject to increase on each anniversary of the Commencement Date 
       occurring during the Term, including, without limitation, during the
       Extended Term, if applicable (except on the commencement of such 
       Extended Term, when Base Rent shall be adjusted in accordance with 
       Article 3.b. below), to equal one hundred three percent (103%) of the
       monthly Base Rent in effect immediately prior to such adjustment date.
       (ARTICLE 5)

    i. SECURITY DEPOSIT: See Article 6. (ARTICLE 6)

    j. LESSEE'S PERCENTAGE SHARE: Sixteen and 37/100ths percent (16.37%).
       (ARTICLE 7)

    k. BASE EXPENSES: Eight Dollars ($8.00) per square foot per year of 
       Rentable Area within the Building. (ARTICLE 7)

    1. PARKING: Non-Exclusive right to use no more than three and one-half 
       (3.5) unreserved, uncovered spaces per each one thousand (1,000) square
       feet of Rentable Area in the Premises (rounded to the nearest whole 
       number) without charge during the Term, subject to the provisions of 
       Article 26. (ARTICLE 26)

    m. ADDRESSES FOR NOTICES:

       Lessor:  c/o Maxim Property Management 
                350 Bridge Parkway
                Redwood City, California 94065-1517
                Attn: Mr. Sanford Diller 
                Telephone No.: (650) 596-5300 
                Fax No.: (650) 596-5377

                with a concurrent copy to:

                c/o Maxim Property Management
                350 Bridge Parkway
                Redwood City, California 94065-1517
                Attn: Ms. Vicki Mullins 
                Telephone No.: (650) 596-5300 
                Fax No.: (650) 596-5377

<PAGE>


                and with a concurrent copy to the
                Project Management Office at:

                1900 South Norfolk Street, Suite 230
                San Mateo, California 94403
                Attn: Property Manager
                Telephone No.: (650) 570-6619
                Fax No.: (650) 570-4380

       Lessee:  Prior to Commencement Date:   Following Commencement Date   
                NetGravity, Inc.                NetGravity, Inc.              
                1700 South Amphlett Blvd.,      1900 South Norfolk Street,    
                Suite 250                       Suite 150                     
                San Mateo, California 94402     San Mateo, California 94403   
                Attn: Chief Financial Officer   Attn: Chief Financial Officer 
                Telephone No.: (650) 655-2586   Telephone No.: _______________
                Fax No.: (650) 655-2259         Fax No.: _____________________

    n. BROKERS: BT Commercial, as Lessor's broker, and The Staubach 
       Company, as Lessee's broker. (ARTICLE 53)

    o. LESSEE IMPROVEMENT ALLOWANCE: Eight and 50/100ths Dollars ($8.50) per 
       square foot of Rentable Area in the Premises. (EXHIBIT "C")

    p. SUMMARY PROVISIONS IN GENERAL.  Parenthetical references in this 
Article 1 to other articles in this Lease are for convenience of reference, 
and designate some of the other Lease articles where applicable provisions 
are set forth.  All of the terms and conditions of each such referenced 
article shall be construed to be incorporated within and made a part of each 
of the above referred to Summary of Lease Provisions.  If any conflict exists 
between any Summary of Lease Provisions as set forth above and the balance of 
the Lease, then the latter shall control.

2.   PREMISES DEMISED. Lessor does hereby lease to Lessee and Lessee hereby 
leases from Lessor the Premises described in Article 1.d., subject, 
nevertheless, to all of the terms and conditions of this Lease. 
Notwithstanding anything to the contrary contained in this Lease, the 
Premises shall be deemed for all purposes of this Lease to contain the amount 
of Rentable Area specified in Article 1.d. above, notwithstanding any 
deviation in actual Rentable Area of the Premises from such amount.  
Calculation of the actual "Rentable Area" of the Building and Project shall 
be performed by Lessor's architect in accordance with Building measurement 
standards, which calculation shall be conclusive and binding upon Lessor and 
Lessee.  The Premises is approximately as shown as cross-hatched on the floor 
plan(s) attached hereto as Exhibit "A".  As used in this Lease, the term 
"Building" shall mean the building at the address listed in Article 1.d. 
above in which the Premises is located.  The Building is situated upon the 
parcel(s) of land shown on Exhibit "B" attached hereto (collectively, the 
"Parcel").  The Building and the "Exterior Common Area" (as defined in Article 
55 below) and all other improvements as now or hereafter located on the 
Parcel, if any, are herein sometimes referred to collectively as the 
"Project".

3.   TERM; OPTION TO EXTEND.

     a.   TERM.  The term of this Lease shall be for the period designated 
in Article 1.e., commencing on the Commencement Date and ending on the 
Expiration Date set forth in Article 1.g., unless sooner terminated pursuant 
to this Lease ("Term").  The expiration or sooner termination of the Lease is 
hereinafter referred to as "Lease Termination".

     b.   OPTION TO EXTEND.  Lessee shall have the option to extend the Term 
for a period of sixty (60) months immediately following the expiration of the 
initial Term (the "Extended Term"), on all provisions contained in this Lease 
(subject to adjustment of Base Rent upon the commencement of the Extended 
Term as described below, and except for such terms and conditions of this 
Lease as are specifically or by their operation limited to the initial Term 
only (including, without limitation, Exhibit "C" attached hereto and 
provisions respecting construction of Lessee Improvements and payment of a 
Lessee Improvement Allowance) and except that Lessee shall have no further 
right or option to extend the term upon the expiration of the Extended Term), 
by giving notice of exercise of the option (the "Option Notice") to Lessor at 
least twelve (12) months but not more than eighteen (18) months before the 
expiration of the then applicable Term.

     Lessor's ability to plan for the orderly transaction of its rental 
business, to accommodate the needs of other existing and potential tenants, 
and to enjoy the benefits of increasing rentals at such times as Lessor is 
able to do so in its sole and absolute discretion, are fundamental elements 
of Lessor's willingness to provide Lessee with the option to extend contained 
herein. Accordingly, Lessee hereby acknowledges that strict compliance with 
the notification provisions contained herein, and Lessee's strict compliance 
with the time period for such notification contained herein, are material 
elements of the bargained for exchange between Lessor and Lessee and are 
material elements of Lessee's consideration paid to Lessor in exchange for 
the grant of the option. Therefore, Lessee's failure to adhere strictly and 
completely to the provisions and time frame contained in this provision shall 
render the option automatically null, void and of no further force or effect, 
without notice, acknowledgement, or any action of any nature or sort, 
required of Lessor. Lessee acknowledges that no other act or notice, other 
than the express written notice set forth hereinabove, shall act to put 
Lessor on notice of Lessee's intent to extend, and Lessee hereby waives any 
claims to the contrary, notwithstanding any other actions of Lessee during 
the Term of this Lease or any statements, written or oral, of Lessee to 
Lessor to the contrary during the Term of this Lease. Notwithstanding the

                                      -2-

<PAGE>

foregoing, if Lessee is in default (after the expiration of any applicable 
period for cure pursuant to Article 22 below) on the date of giving the 
Option Notice, the Option Notice shall be totally ineffective, or if Lessee 
is in default (after the expiration of any applicable period for cure 
pursuant to Article 22 below) on the date the Extended Term is to commence, 
in addition to any and all other remedies available to Lessor under this 
Lease, at Lessor's election, the exercise of the option shall be deemed null 
and void, the Extended Term shall not commence, and this Lease shall expire 
at the end of the Term.

     The option to extend granted pursuant hereto is personal to original 
Lessee signatory to this Lease and cannot be assigned, transferred or 
conveyed to, or exercised for the benefit of, any other person or entity 
(voluntarily, involuntarily, by operation of law or otherwise) including, 
without limitation, to any assignee or subtenant permitted under Article 13, 
other than a "Permitted Transferee" (as defined in Article 13).  All of 
Lessee's rights under this Article 3.b. shall terminate upon the expiration 
of the initial Term or sooner termination of this Lease.

     The parties shall have thirty (30) days after Lessor receives the Option 
Notice in which to agree upon the Base Rent to be payable during the Extended 
Term.  The Base Rent payable during the Extended Term shall be an amount 
equal to the then current "Fair Market Rental Value" (defined below) of the 
Premises at the time of commencement of the proposed Extended Term.  However, 
in no event shall the Base Rent during the Extended Term be less than the 
Base Rent payable at the expiration of the initial Term.  The term "Fair 
Market Rental Value" of the Premises as used in this Lease shall mean the 
then prevailing fair market rent for the Premises as of the commencement of 
the Extended Term.  In determining such rate, the parties may consider 
non-sublease lease renewal transactions for first class office space 
comparable in size and quality to the Premises, if any, located in the San 
Mateo/Foster City area and located in the Building and other buildings 
comparable in size and quality to the Building in which the Premises is 
located, and taking into consideration all other factors normally considered 
when determining fair market rental value (including, without limitation, the 
duration of the Extended Term), provided that the parties shall not consider 
the then value of any alterations or improvements to the Premises made by 
Lessee at Lessee's cost.

     Upon determination of the Fair Market Rental Value for the Premises, the 
parties shall immediately execute an amendment to this Lease stating the Base 
Rent to be paid during the Extended Term.  In the event Lessee has retained 
the services of a real estate broker to represent Lessee during the 
negotiations in connection with the Extended Term, it is expressly understood 
that Lessor shall have no obligation for the payment of all or any part of a 
real estate commission or other brokerage fee to Lessee's real estate broker 
in connection with the Extended Term. Lessee shall be solely responsible for 
payment of fees for services rendered to Lessee by such broker in connection 
with the Extended Term.

     If the parties are unable to agree, in their sole and absolute 
discretion, on the Fair Market Rental Value for the Premises within such 
thirty (30) day period, then the Fair Market Rental Value for the Extended 
Term shall be determined as follows:

     a.  Following the expiration of such thirty (30) day period, Lessor 
and Lessee shall meet and endeavor in good faith to agree upon a licensed 
commercial real estate agent with at least seven (7) years full-time 
experience as a real estate agent active in leasing of commercial office 
buildings in the area of the Premises to appraise and set the Fair Market 
Rental Value for the Extended Term.  If Lessor and Lessee fail to reach 
agreement upon such agent within fifteen (15) days following the expiration 
of such thirty (30) day period, then, within fifteen (15) days thereafter, 
each party, at its own cost and by giving notice to the other party, shall 
appoint a licensed commercial real estate agent with at least seven (7) years 
full-time experience as a real estate agent active in leasing of commercial 
office buildings in the area of the Premises to appraise and set the Fair 
Market Rental Value for the Extended Term.  If a party does not appoint an 
agent within fifteen (15) days after the other party has given notice of the 
name of its agent, the single agent appointed shall be the sole agent and 
shall set the Fair Market Rental Value for the Extended Term.  If there are 
two (2) agents appointed by the parties as stated above, the agents shall 
meet within ten (10) days after the second agent has been appointed and 
attempt to set Fair Market Rental Value for the Extended Term.  If the two 
(2) agents are unable to agree on such Fair Market Rental Value within 
fifteen (15) days after the second agent has been appointed, they shall, 
within fifteen (15) days after the last day the two (2) agents were to have 
set such Fair Market Rental Value, attempt to select a third agent who shall 
be a licensed commercial real estate agent meeting the qualifications stated 
above.  If the two (2) agents are unable to agree on the third agent within 
such fifteen (15) day period, either Lessor or Lessee may request the 
President of the local chapter of the Society of Industrial and Office 
Realtors (SIOR) or a then equivalent organization if SIOR is not then in 
existence to select a third agent meeting the qualifications stated in this 
subsection.  Each of the parties shall bear one-half (1/2) of the cost of 
appointing the third agent and of paying the third agent's fee.  No agent 
shall be employed by, or otherwise be engaged in business with or affiliated 
with, Lessor or Lessee, except as an independent contractor.

     b.  Within fifteen (15) days after the selection of the third agent, a 
majority of the agents shall set the Fair Market Rental Value for the 
Extended Term. If a majority of the agents are unable to set such Fair Market 
Rental Value within the stipulated period of time, each agent shall make a 
separate determination of such Fair Market Rental Value and the three (3) 
appraisals shall be added together and the total shall be divided by three 
(3). The resulting quotient shall be the Fair Market Rental Value for the 
Premises for the Extended Term. If, however, the low appraisal and/or high 
appraisal is/are more than twenty percent (20%) lower and/or higher than the 
middle appraisal, the low appraisal and/or the high appraisal shall be 
disregarded. If only one (1) appraisal is disregarded, the remaining two (2) 
appraisals shall be added together and their total divided by two (2), and 
the resulting quotient shall be Fair Market Rental Value for the Extended 
Term. If both the low appraisal and the high appraisal are disregarded as 
stated in this subsection, the middle appraisal shall be the Fair Market 
Rental Value for the Extended Term.

                                       -3-
<PAGE>

     c.  Each agent shall hear, receive and consider such information as 
Lessor and Lessee each care to present regarding the determination of Fair 
Market Rental Value for the Extended Term and each agent shall have access to 
the information used by each other agent.  Upon determination of the Fair 
Market Rental Value for the Extended Term, the agents shall immediately 
notify the parties hereto in writing of such determination by certified mail, 
return receipt requested.  Notwithstanding anything to the contrary contained 
herein, in the event the Fair Market Rental Value is determined by appraisal 
by licensed commercial real estate agent(s) as provided herein, Lessee shall 
have the right to rescind its exercise of the option to extend the Term by 
the Extended Term by written notice delivered to Lessor within fifteen (15) 
days following Lessee's receipt of notice of such determination, in the event 
of which rescission, notwithstanding anything to the contrary contained in 
the foregoing, (i) Lessee shall be solely responsible for all costs of such 
appraisal process (including, without limitation, fees and costs of all real 
estate agents in such appraisal process), and (ii) Lessee shall have no 
further right or option to extend the Lease Term and the Lease Term shall 
expire at the end of the initial eighty-four (84) month Term.

4.   POSSESSION.

     a. CONSTRUCTION OF IMPROVEMENTS/DELAY  IN POSSESSION.  Lessor and 
Lessee agree to the provisions set forth in the work letter attached hereto 
as Exhibit "C" ("Work Letter"), if any.  Lessee agrees that its construction 
within the Premises of the improvements described in the Work Letter (the 
"Lessee Improvements") shall be upon and subject to the provisions thereof.  
The parties acknowledge that the Premises is presently vacant and available 
for occupancy by Lessee and, accordingly, agree that Lessor shall have 
delivered possession of the Premises to Lessee upon the execution of this 
Lease by Lessee and Lessor.  However, if for any reason whatsoever, Lessor 
cannot deliver possession of the Premises to Lessee by such date, this Lease 
shall not be void or voidable, nor shall Lessor be liable to Lessee for any 
loss or damage resulting therefrom.

     b. EARLY POSSESSION.  Notwithstanding that Lessee shall occupy the 
Premises prior to the Lease Commencement Date for purposes of construction of 
the Lessee Improvements, this Lease shall be fully effective from and after 
the date of the execution of this Lease by Lessee and Lessor.  Lessee's 
occupancy of the Premises following the delivery of possession of the 
Premises to Lessee by Lessor and prior to the Commencement Date shall be 
subject to all terms and conditions of this Lease other than Lessee's 
obligation for payment of monthly Base Rent and Excess Expenses.

     c. CERTIFICATES AND LICENSES.  Prior to occupancy, Lessee shall provide 
to Lessor the certificate(s) of insurance required by Article 16 and a copy of 
all licenses and authorizations that may be required for the lawful operation 
of Lessee's business upon the Premises, including any City business licenses 
as may be required.

     d. CONDITION OF PREMISES ON DELIVERY.  Lessee acknowledges that except 
as specifically otherwise provided in this Lease, (i) the lease of the 
Premises by Lessee pursuant hereto shall be on in its present "AS IS" 
condition, in the broadest sense of that term, with all faults, if any, (ii) 
neither Lessor nor any employee, representative or agent of Lessor has made 
any representation or warranty, express or implied, with respect to the 
Premises or any other portion of the Project, and (iii) Lessor shall have no 
obligation to improve or alter the Premises or Project for the benefit of 
Lessee.  Without regard to Lessee's particular use of, or Alterations to, the 
Premises, upon the delivery of possession of the Premises to Lessee shall be 
in "broom clean" condition, free of debris, and the HVAC, electrical, 
plumbing, lighting and integrated Building mechanical systems serving the 
Premises shall be in good working condition.  In the event it is established 
within sixty (60) days following delivery of possession of the Premises that, 
other than as a result of work necessitated by Lessee's particular use of, or 
Lessee Improvements or Alterations to, the Premises, the HVAC, electrical, 
plumbing, lighting and/or integrated Building mechanical systems serving the 
Premises were not in good working condition as of the delivery of possession 
of the Premises, Lessor shall promptly thereafter commence and diligently 
prosecute to completion the work necessary to restore such systems to working 
order (provided that Lessor shall not be responsible for any increased costs 
of performance of such work resulting from Lessee's particular use (as 
opposed to mere general office use) of, or Lessee Improvements or Alterations 
to, the Premises).  Without regard to Lessee's particular use of, or 
Alterations (including, without limitation, the Lessee Improvements) to, the 
Premises, to Lessor's actual knowledge, as of the delivery of possession, the 
Premises shall comply with the all applicable laws (as enforced upon the 
execution of this Lease; the parties hereby acknowledging that the foregoing 
reference to "as enforced" shall be deemed to relate to changes in the manner 
of interpretation and/or enforcement of the requirements of current laws as 
opposed to a failure of governmental authorities to have identified 
pre-existing non-compliance with applicable laws in effect upon the execution 
of this Lease) other than any pre-existing non-compliance where compliance 
work is not presently required to be performed (as opposed to pre-existing 
non-compliance where compliance work is legally mandated even in the absence 
of subsequent improvements, alterations or change in use).  If it is 
determined following the delivery of possession that upon the delivery of 
possession the Premises was not in compliance with all applicable laws (as 
enforced upon the execution of this Lease) where the correcting compliance 
work was required to be performed as of the execution of this Lease (as 
opposed to pre-existing non-compliance where compliance work was not legally 
mandated in the absence of subsequent improvements, alterations or change in 
use), then Lessor shall promptly thereafter commence and diligently prosecute 
to completion, at Lessor's expense, the work necessary to cause such 
compliance (provided that Lessor shall not be responsible for any increased 
costs of causing such compliance resulting from Lessee's particular use (as 
opposed to mere general office use) of, or Alterations (including, without 
limitation, the Lessee Improvements) to, the Premises).

5. RENT. Lessee agrees to pay to Lessor as rental for the Premises, without 
offset, deduction, prior notice or demand, the monthly Base Rent designated 
in Article 1.h., as the same may be adjusted from time to time in accordance 
therewith and (as to adjustment of Base Rent upon the commencement of the 
Extended Term, if applicable), in accordance with Article 3.b. above. Base 
Rent shall be payable monthly in advance on or before the first day of each 
calendar month during the Term, except that Base Rent for the first full 
calendar month during the 

                                      -4-

<PAGE>

Term shall be paid upon the execution of this Lease, and if the Commencement 
Date is other than the first day of a calendar month, Base Rent for the 
initial partial calendar month during the Term shall be prorated and paid 
upon the Commencement Date.  Base Rent for any period during the Term which 
is for less than one (1) month shall be prorated based upon a thirty (30) day 
month.  Base Rent and all other amounts owing to Lessor pursuant to this 
shall be paid to Lessor in lawful money of the United States of America which 
shall be legal tender at the time of payment, at the office of the Project, 
or to such other person or at such other place as Lessor may from time to 
time designate in writing.

6.   SECURITY DEPOSIT.

     a.  Concurrent with the execution of this Lease, Lessee has deposited 
with Lessor an unconditional, irrevocable letter of credit (the "Letter of 
Credit") in favor of Lessor in an amount equal to the "L C Amount" (as 
hereinafter defined) in form and from an issuer reasonably acceptable to 
Lessor, having an expiration date not sooner than one (1) year following the 
date thereof, which Letter of Credit shall be renewed or replaced annually, 
at least fifteen (15) days prior to the expiration date thereof for 
additional one-year periods until the expiration of the Term, as security for 
the full and faithful performance of every provision of this Lease to be 
performed by Lessee (such Letter of Credit and/or any proceeds thereof are 
collectively referred to herein as the "Security Deposit").  As used herein, 
the "LC Amount" shall mean an amount equal to the sum of (i) the Lessee 
Improvement Allowance plus (ii) all commissions payable by Lessor to the 
Brokers referenced in Article I.n. above in connection with this Lease; 
provided, however, that the LC Amount shall be reduced by twenty percent 
(20%) of the original amount thereof on each anniversary of the Commencement 
Date occurring during the Term, provided that in no event shall the LC Amount 
be reduced below the amount of the last month's Base Rent payable under this 
Lease.  All costs of obtaining, maintaining, replacing, renewing and/or 
restoring the Letter of Credit in accordance with this Article 6 shall be 
born by Lessee.  Such Letter of Credit shall be such that it may be drawn 
upon in part or in full, periodically, or at one time, upon presentation of 
only the Letter of Credit, a draft from Lessor in the amount to be drawn, and 
certification from Lessor that Lessor is entitled to draw upon the Letter of 
Credit pursuant to the provisions of this Lease.  If Lessor shall at any time 
draw upon such Letter of Credit in accordance with this Article 6, Lessee 
shall immediately restore such Letter of Credit to the then applicable full 
LC Amount.  Lessee agrees that the Letter of Credit may be presented by 
Lessor for payment (1) upon the occurrence of a default by Lessee under this 
Lease (after Lessee's receipt of written notice thereof from Lessor and the 
expiration of any applicable cure period provided in Article 22 below), (2) 
in the event Lessee has not, within fifteen (15) days prior to the expiration 
of the then term of the Letter of Credit, delivered to Lessor a renewed or 
replacement Letter of Credit complying with all of the requirements of this 
Lease, and/or (3) in the event Lessor draws upon the Letter of Credit in the 
event of Lessee's default pursuant to clause (1) above, and Lessee does not, 
within ten (10) days after written demand therefor, restore the Letter of 
Credit to its original amount.  Lessee shall not in any manner interfere with 
the payment to Lessor of the proceeds of the Letter of Credit pursuant to 
this case either prior to or following presentment by Lessor pursuant hereto, 
and Lessee shall be liable to Lessor for any loss suffered by Lessor as a 
result of such interference, including, without limitation, any attorneys' 
fees and costs.  Lessee hereby agrees that it may be enjoined from 
interfering or attempting to interfere, directly or indirectly, with Lessor's 
negotiation of the Letter of Credit.  The proceeds of the Letter of Credit 
paid to Lessor upon presentment thereof shall be the Security Deposit for use 
in the manner set forth in this Article 6. Notwithstanding anything to the 
contrary contained herein, Lessee may at any time replace the Letter of 
Credit with a cash security deposit in the amount of the then applicable LC 
Amount, in which event such cash shall be held as the Security Deposit in 
accordance with this Lease and Lessor shall return to Lessee the Letter of 
Credit then held by Lessor.

      b.  The Security Deposit shall be held by Lessor as security for the 
faithful performance by Lessee of all of the terms, covenants, and conditions 
of this Lease to be kept and performed by Lessee during the Term.  If Lessee 
defaults with respect to any provisions of this Lease, including but not 
limited to the provisions relating to the payment of Rent, which default is 
not cured within any applicable period for cure following Lessee's receipt of 
written notice thereof from Lessor pursuant to this Lease, Lessor may (but 
shall not be required to) use, apply or retain all or any part of the 
Security Deposit for the payment of any Rent or any other sum in default, or 
for the payment of any other amount which Lessor may spend or become 
obligated to spend by reason of Lessee's default or to compensate Lessor for 
any loss or damage which Lessor may suffer by reason of Lessee's default (at 
Lessor's option, by application of any cash portion of the Security Deposit, 
to the extent of funds available from prior drawing upon the Letter of Credit 
or from funds deposited by Lessee as replacement for the Letter of Credit or 
for prior drawing upon the Letter of Credit and/or by drawing upon the Letter 
of Credit in accordance herewith).  If any portion of the Security Deposit is 
so used or applied, Lessee shall, within ten (10) days after demand therefor, 
deposit cash with Lessor and/or deliver to Lessor a replacement Letter of 
Credit in accordance herewith, as applicable, in an amount sufficient to 
restore the Security Deposit to the then required LC Amount and Lessee's 
failure to do so shall be a default under this Lease.  Lessor shall not be 
required to keep the Security Deposit separate from its general funds, and 
Lessee shall not be entitled to interest on such Security Deposit.  Provided 
Lessee shall not be in default under this Lease within thirty (30) days 
following the later to occur of (i) the expiration of the Term or sooner 
termination of this Lease, or (ii) Lessee's vacating of the Premises, any 
balance of the Security Deposit then remaining with Lessor (in cash and/or in 
the form of the Letter of Credit) shall be returned to Lessee. The Letter of 
Credit shall inure to the benefit of Lessor and its successors and assigns. 
Should Lessor convey or assign its interest in the Premises during the Term 
hereof and if Lessor deposits with the assignee the then unappropriated funds 
deposited by Lessee as aforesaid and, to the extent not previously presented 
for payment, assigns its interest in the Letter of Credit (Lessee hereby 
agreeing that if Lessor is unable to transfer the Letter of Credit to a 
successor or assign due to restrictions on transferability, Lessee shall 
provide a replacement Letter of Credit meeting all of the requirements of 
this Paragraph in favor of such successor or assign if necessary to permit 
drawing upon such Letter of Credit by such successor or assign and Lessor 
shall return the Letter of Credit to Lessee that is so replaced), thereupon 
Lessor shall be discharged from any further liability with respect to such 
Security Deposit and, if applicable, Letter of Credit.

                                      -5-

<PAGE>

7.   PROJECT TAXES AND OPERATING EXPENSE ADJUSTMENTS.

     a.  Intentionally omitted.

     b.  BUILDING TAXES AND BUILDING OPERATING EXPENSES.  From and after 
January 1, 1999, during the term of this Lease, Lessee shall pay to Lessor, 
as additional rent and without deduction or offset, Lessee's percentage share 
set forth in Article l.j. ("Lessee's Percentage Share") of the amount (if 
any) by which the sum of annual "Building Taxes" and "Building Operating 
Expenses" (as such terms are defined below) for each year during the Term 
exceed the Base Expenses amount set forth in Article l.k. above (the amount 
of such excess is referred to herein as the "Excess Expenses"); provided, 
however, that notwithstanding anything to the contrary contained in the 
following provisions, Lessee shall not be responsible for payment of Excess 
Expenses with respect to the calendar year 1999 until the reconciliation of 
actual Building Taxes and Building Operating Expenses for such year to the 
Base Expenses amount, at which time Excess Expenses for the calendar year 
1999 shall be due by lump sum payment from Lessee to Lessor within thirty 
(30) days following Lessor's delivery to Lessee of "Lessor's Statement" (as 
hereinafter defined) with respect to the calendar year 1999.  Lessee's 
Percentage Share shall be determined by dividing the Rentable Area of the 
Premises by the total Rentable Area in the Building.  Lessee's Percentage 
Share shall be subject to an equitable adjustment upon a condemnation, sale 
by Lessor of part of the Building, reconstruction after damage or destruction 
or expansion or reduction of the areas within the Building.  Lessee's 
Percentage Share of Excess Expenses shall be payable during the Term in equal 
monthly installments on the first day of each month in advance, without 
deduction, offset or prior demand.

     At any time during the Term after the expiration of the calendar year 
1999, Lessor may give Lessee notice of Lessor's estimate of the Excess 
Expenses for the current calendar year.  An amount equal to one twelfth 
(1/12) of Lessee's Percentage Share of the estimated Excess Expenses shall be 
payable monthly by Lessee as aforesaid, commencing on the first day of the 
calendar month following thirty (30) days written notice and continuing until 
receipt of any notice of adjustment from Lessor given pursuant to this 
paragraph.  Until notice of the estimated Excess Expenses for a subsequent 
calendar year is delivered to Lessee, Lessee shall continue to pay its 
Percentage Share of Excess Expenses on the basis of the prior year's 
estimate.  Lessor may at any time during the Term adjust estimates of the 
Excess Expenses to reflect current expenditures and following Lessor's 
written notice to Lessee of such revised estimate, subsequent payments by 
Lessee shall be based upon such revised estimate.

     If the Commencement Date is on a date other than the first day of a 
calendar year, the amount of the Excess Expenses payable by Lessee in such 
calendar year shall be prorated based upon a fraction, the numerator of which 
is the number of days from the Commencement Date to the end of the calendar 
year in which the Commencement Date falls, and the denominator of which is 
three hundred sixty (360).

     Within one hundred twenty (120) days after the end of each calendar year 
during the Term or as soon thereafter as practicable, Lessor will furnish to 
Lessee a statement ("Lessor's Statement") setting forth in reasonable detail 
the actual Building Taxes and Building Operating Expenses paid or incurred by 
Lessor during the preceding year and the amount of the Excess Expenses (if 
any), and thereupon within thirty (30) days an adjustment will be made by 
Lessee's payment to Lessor or credit to Lessee by Lessor against the Excess 
Expenses next becoming due from Lessee (or in the event the Lease has 
terminated and Lessee has satisfied all remaining obligations under the 
Lease, a reimbursement by Lessor to Lessee), as the case may require, to the 
end that Lessor shall receive the entire amount of Lessee's Percentage Share 
of Excess Expenses for such calendar year and no more.  If, based on Lessor's 
Statement a payment from Lessee is required, Lessee shall not have the right 
to withhold or defer such payment pending a review of Lessor's books and 
records pursuant to the following paragraph or the resolution of any dispute 
relating to Excess Expenses.  If the Expiration Date is on a day other than 
the last day of a calendar year, the amount of Excess Expenses payable by 
Lessee for the calendar year in which Lease Termination falls shall be 
prorated on the basis which the number of days from the commencement of such 
calendar year to and including such Expiration Date bears to three hundred 
sixty (360).  The termination of this Lease shall not affect the obligations 
of Lessor and Lessee pursuant to this Article 7. In the event that the sum of 
Building Taxes and Building Operating Expenses for any calendar year are less 
than Base Expenses, Lessee shall not receive a credit against any Rent 
payable hereunder as a result thereof.

     Within sixty (60) days after Lessee receives a statement of actual 
Building Taxes and Building Operating Expenses paid or incurred for a 
calendar year, Lessee shall have the right, upon written demand and 
reasonable notice, to inspect Lessor's books and records relating to the 
Excess Expenses for the calendar year covered by Lessor's Statement for the 
purpose of verifying the amount set forth in such statement.  Such inspection 
shall be made during Lessor's normal business hours, at the place where such 
books and records are customarily maintained by Lessor.  In no event may any 
such inspection be performed by a person or entity being compensated on a 
contingency fee basis or based upon a share of any refund obtained by Lessee. 
Information obtained by such inspection shall be kept in the strictest 
confidence by Lessee. Unless Lessee asserts in writing a specific error 
within ninety (90) days following Lessee's receipt of Lessor's Statement, the 
amounts set forth in Lessor's Statement shall be conclusively deemed correct 
and binding on Lessee. Lessor shall refund to Lessee any overpayment of 
Excess Expenses which is determined to have been made by Lessee. In addition, 
if it is determined that Lessor has overstated the sum of actual Building 
Taxes and Building Operating Expenses for a particular calendar year by more 
than five percent (5%) and such overstatement results in Lessor owing a 
reimbursement to Lessee of more than Five Hundred Dollars ($500.00), then 
Lessor shall also reimburse Lessee's reasonable third-party out of pocket 
expenses incurred in conducting such inspection), within thirty (30) days 
following Lessee's submission to Lessor of reasonable evidence of such 
expenses.

          (i)  OPERATING EXPENSES. As used in this Lease, "Building Operating 
Expenses" means all of the Building Service Expenses and an allocable portion 
of the Project Expenses as follows:

                                      -6-

<PAGE>

          (A) BUILDING SERVICE EXPENSES.  Building Operating Expenses shall 
include all costs of operation, maintenance, repair (which for purposes of 
this Lease shall be deemed to include, without limitation, replacement as and 
when deemed appropriate by Lessor) and management of the Building and 
Building Common Area (defined in Article 55), hereinafter collectively 
referred to as "Building Service Expenses," as determined by Lessor's 
standard accounting practices.  Building Service Expenses as used herein 
shall include, but not be limited to, all sums expended in connection with 
all general maintenance, repairs, painting, cleaning, sweeping and janitorial 
services; maintenance and repair of signs, indoor plants, and atriums; trash 
removal; sewage; electricity, gas, water and any other utilities (including 
any temporary or permanent utility surcharge or other exaction whether now or 
hereafter imposed); maintenance and repair of any fire protection systems, 
elevator systems, lighting systems, storm drainage systems, heating, 
ventilation and air conditioning systems and other utility and/or mechanical 
systems; any governmental imposition or surcharge imposed upon Lessor with 
respect to the Building or assessed against the Building; all costs and 
expenses pertaining to a security alarm system or other security services or 
measures for the Building, if Lessor deems necessary in Lessor's sole 
business judgment; materials; supplies; tools; depreciation on maintenance 
and operating machinery and equipment (if owned) and rental paid for such 
machinery and equipment (if rented); service agreements on equipment; 
maintenance, and repair of the roof (including repair of leaks and 
resurfacing) and the exterior surfaces of all improvements (including 
painting); maintenance and repair of structural parts (including repair of 
leaks and resurfacing) and the exterior surfaces of all improvements 
(including painting); maintenance and repair of structural parts (including 
foundation, floor slabs and load bearing walls); window cleaning; elevator or 
escalator services; materials handling; fees for licenses and permits 
relating to the Building; the cost of complying with rules, regulations and 
orders of governmental authorities; Building office rent or rental value; 
accounting and legal fees; the cost of contesting the validity or 
applicability of any governmental enactment which may affect Building 
Service Expenses; personnel to implement such services (including, without 
limitation, if Lessor deems necessary, the cost of security guards, 
maintenance personnel, engineers and valet attendants); public liability, 
environmental impairment, property damage and fire and extended coverage 
insurance on the Building (in such amounts and providing such coverage as 
determined in Lessor's sole discretion and which may include, without 
limitation, liability, all risk property, lessor's risk liability, war risk, 
vandalism, malicious mischief, boiler and machinery, rental income, 
earthquake, flood and worker's compensation insurance); compensation and 
fringe benefits payable to all persons employed by Lessor in connection with 
the operation, maintenance, repair and management of the Building; and a 
commercially reasonable management fee not to exceed five percent (5%) of 
gross receipts from the Building (including, without limitation, all rentals 
and parking receipts from Building tenants and/or visitors).  Lessor may 
cause any or all of said services to be provided by an independent contractor 
or contractors, or they may be rendered by Lessor.  It is the intent of the 
parties hereto that Building Service Expenses shall include every cost paid 
or incurred by Lessor in connection with the operation, maintenance, repair 
and management of the Building, and the specific examples of Building Service 
Expenses stated in this Article 7 are in no way intended to, and shall not, 
limit the costs comprising Building Service Expenses, nor shall such examples 
be deemed to obligate Lessor to incur such costs or to provide such services 
or to take such actions, except as may be expressly required of Lessor in 
other portions of this Lease, or except as Lessor, in its sole discretion, 
may elect.  The maintenance of the Building shall be at the sole discretion 
of Lessor and all costs incurred by Lessor in good faith shall be deemed 
conclusively binding on Lessee.  If less than one hundred percent (100%) of 
the Rentable Area of the Building is occupied during any calendar year, then 
in calculating Building Service Expenses for such year, the components of
Building Service Expenses which vary based upon occupancy level shall be 
adjusted to equal Lessor's reasonable estimate of the amount of such Building 
Service Expenses had one hundred percent (100%) of the total Rentable Area of 
the Building been occupied during such year.  Notwithstanding anything to the 
contrary contained in this Lease, in no event shall Building Service Expenses 
include (1) any costs relating to the structural repairs to maintain the 
structural integrity of the Building (including, without limitation, the 
structural repairs to the structural elements of the exterior, walls, roof, 
columns, footings and floor slab of the Building), (2) costs, including permit,
license and inspection costs, incurred with respect to the installation of 
tenant improvements to other tenant's leased premises within the Building or 
incurred in renovating or otherwise improving, decorating, painting or 
redecorating vacant leasable space within the Building, (3) costs in order to 
market space to potential tenants, leasing commissions, and attorneys' fees in 
connection with the negotiation and preparation of letters, deal memos, 
letters of intent, leases, subleases and/or assignments or other costs in 
connection with lease, sublease and/or assignment negotiations with present 
or prospective tenants or other occupants of the Building, (4) costs incurred 
for restoration following condemnation to the extent reimbursed by 
condemnation award or for repair of damage to the Building to the extent 
reimbursed by insurance proceeds or to the extent the same would have been 
reimbursed by insurance proceeds had Lessor maintained the insurance required 
of Lessor under this Lease (provided that insurance deductibles and uninsured 
casualty damage up to $50,000.00 per occurrence (or such higher amount, not 
to exceed $100,000.00, as may be then commercially reasonable as an insurance 
deductible for comparable buildings in the San Mateo/Foster City area) shall 
be included in Building Service Expenses), (5) reserves for future expenses 
beyond anticipated expenses for the current year, (6) ground lease rental on 
any underlying ground lease or interest, principal, points and/or fees on 
debts or amortization on any mortgage or mortgages or any other debt 
instrument encumbering the Building, (7) to the extent any employee of Lessor 
spends only a portion of his or her time working with respect to the Building 
(as opposed to full time work with respect to the Building), a prorated 
amount of such employee's wages, salaries and compensation based on the 
portion of time spent by such employee with respect to the projects other 
than the Building, (8) costs of correcting any presently existing 
non-compliance of the Building with applicable laws (as enforced upon the 
execution of this Lease; the parties hereby acknowledging that the foregoing 
reference to "as enforced" shall be deemed to relate to changes in the manner 
of interpretation and/or enforcement of the requirements of current laws as 
opposed to a failure of governmental authorities to have identified 
pre-existing non-compliance with applicable laws in effect upon the execution 
of this Lease) other than any such existing non-compliance where compliance 
work is not presently required to be performed (as opposed to existing 
non-compliance where compliance work is legally mandated even in the absence 
of subsequent improvements, alterations or change in use), (9) costs 
resulting from the negligence or wilful misconduct of Lessor, any other 
Building tenant or any of their respective agents, employees or contractors, 
or (10) costs of the annual premium for earthquake insurance to the extent in 
excess of two hundred percent (200%) of the costs of such annual premium for 
earthquake insurance for the year including the Commencement Date. In 
addition, (x) if any capital expenditure (as determined in accordance 
accounting

                                       -7-
<PAGE>

principles customarily applied in the real estate industry) otherwise 
includable in Building Service Expenses costs more than Fifty Thousand 
Dollars ($50,000.00), then such capital expenditure shall be amortized over 
the useful life of the applicable item as reasonably determined by Lessor, 
and Building Service Expenses shall not include the entire cost of such 
expenditure as is so required to be amortized in the year incurred, but shall 
include annual amortization of such expenditure during each year of such 
useful life; and (y) if the aggregate amount of any capital expenditures (as 
determined in accordance accounting principles customarily applied in the 
real estate industry) otherwise includable in Building Service Expenses and 
the Building's share of Project Expenses in any year and which are not 
required to be amortized as provided in clause (x) above and/or in clause (x) 
of subparagraph (B) below, exceeds One Hundred Thousand Dollars 
($100,000.00), then the portion of such capital expenditures in excess of the 
initial such One Hundred Thousand Dollars ($100,000.00) of such capital 
expenditures shall be amortized over the respective useful lives of the 
applicable capital expenditure items as reasonably determined by Lessor, and 
Building Service Expenses or Project Expenses, as applicable, shall not 
include the entire cost of such expenditures as are so required to be 
amortized in the year incurred, but shall include annual amortization of such 
expenditures during each year of their respective useful lives.  There shall 
be no duplication of items included in Building Service Expenses and Project 
Expenses.

              (B) PROJECT EXPENSES.  Building Operating Expenses shall include 
the Building's equitable share of all direct costs of operation, maintenance, 
repair and management of the Project (as opposed to expenses relating solely to 
the Building or any other particular building within the Project) and/or the 
Exterior Common Area, determined by Lessor's standard accounting practices 
(collectively, "Project Expenses").  Such costs shall be allocated by Lessor 
between the Building containing the Premises and the other buildings containing 
Rentable Area located within the Project from time to time, if any, in such 
manner as Lessor reasonably determines in good faith.  If the Building is the 
only building within the Project containing Rentable Area, then the Building's 
share of Project Expenses shall equal one hundred percent (100%).  Project 
Expenses as used herein shall include, but not be limited to, all sums expended 
in connection with all general maintenance, repairs, resurfacing, painting, 
restriping, cleaning, sweeping, and janitorial services; maintenance and repair 
of sidewalks, curbs, signs and other Exterior Common Areas; maintenance and 
repair of sprinkler systems, planting, and landscaping; trash removal; sewage; 
electricity, gas, water and any other utilities (including any temporary or 
permanent utility surcharge or other exaction whether now or hereafter 
imposed); maintenance and repair of directional signs and other markers and 
bumpers; maintenance and repair of any fire protection systems, elevator 
systems, lighting systems, storm drainage systems and other utility systems; 
any governmental imposition or surcharge imposed upon Lessor or assessed 
against the Exterior Common Area or the Project; materials; supplies, tools; 
depreciation on maintenance and operating machinery and equipment (if owned) 
and rental paid for such machinery and equipment (if rented); service 
agreements on equipment; maintenance and repair of parking areas and parking 
structures, if any; maintenance and repair of structural parts (including 
foundation and floor slabs); elevator services, if applicable; material 
handling; fees for licenses and permits relating to the Exterior Common Area; 
the cost of complying with rules, regulation and orders of governmental 
authorities; accounting and legal fees; the cost of contesting the validity or 
applicability of any governmental enactment which may affect Project Expenses; 
personnel to implement such services, including if Lessor deems necessary, the 
cost of security guards and valet attendants; all annual assessments and 
special assessments levied or charged against the Project and/or Lessor 
pertaining to the Project by any owner's association to which the Project is 
subject and/or otherwise under any matters of record to which the Project is 
subject; public liability, environmental impairments, property damage and fire 
and extended coverage insurance on Exterior Common Area (in such amounts and 
providing such coverage as determined in Lessor's sole discretion and which may 
include, without limitation, liability, all risk property, lessor's risk 
liability, war risk, vandalism, malicious mischief, sprinkler leakage, boiler 
and machinery, parking income, earthquake, flood and worker's compensation 
insurance); compensation and fringe benefits payable to all persons employed by 
Lessor in connection with the operation, maintenance, repair and management of 
the Exterior Common Area; and a commercially reasonable management fee not to 
exceed five percent (5%) of gross receipts from the Project (exclusive of 
amounts collected from tenants of any building within the Project under their 
respective leases).  Lessor may cause any or all of said services to be 
provided by an independent contractor or contractors, or they may be rendered 
by Lessor.  It is the intent of the parties hereto that Project Expenses shall 
include every cost paid or incurred by Lessor in connection with the operation, 
maintenance, repair and management of the Exterior Common Area, and the 
specific examples of Project Expenses stated in this Article 7 are in no way 
intended to, and shall not limit the costs comprising Project Expenses, nor 
shall such examples be deemed to obligate Lessor to incur such costs or to 
provide such services or to take such actions except as Lessor may be expressly 
required in other portions of this Lease, or except as Lessor, in its sole 
discretion, may elect.  The maintenance of the Exterior Common Areas shall be 
at the sole discretion of Lessor and all costs incurred by Lessor in good faith 
shall be deemed conclusively binding on Lessee.  If less than one hundred 
percent (100%) of the Rentable Area of the Project is occupied during any 
calendar year, then in calculating Project Expenses for such year, the 
components of Project Expenses which vary based upon occupancy level shall be 
adjusted to equal Lessor's reasonable estimate of the amount of such Project 
Expenses had one hundred percent (100%) of the total Rentable Area of the 
Project been occupied during such year.  Notwithstanding anything to the 
contrary contained in this lease, in no event shall Project Expenses include 
(1) any costs relating to the structural repairs to maintain the structural 
integrity of the Project, (2) costs, including permit, license and inspection 
costs, incurred with respect to the installation of tenant improvements to 
other tenant's leased premises within the Project or incurred in renovating or 
otherwise improving, decorating, painting or redecorating vacant leasable space 
within the Project, (3) costs in order to market space to potential tenants, 
leasing commissions, and attorneys' fees in connection with the negotiation and 
preparation of letters, deal memos, letters of intent, leases, subleases and/or 
assignments or other costs in connection with lease, sublease and/or assignment 
negotiations with present or prospective tenants or other occupants of the 
Project, (4) costs incurred for restoration following condemnation to the 
extent reimbursed by condemnation award or for repair of damage to the Project 
to the extent reimbursed by insurance proceeds or to the extent the same would 
have been reimbursed by insurance proceeds had Lessor maintained the insurance 
required of Lessor under this Lease (provided that insurance deductibles and 
uninsured casualty damage up to $50,000.00 per occurrence (or such higher 
amount, not to exceed $100,000.00, as may be then commercially reasonable as an 
insurance deductible for comparable buildings in the San Mateo/Foster City 
area) shall


                                      -8-
<PAGE>

be included in Project Expenses), (5) reserves for future expenses beyond 
anticipated expenses for the current year, (6) ground lease rental on any 
underlying ground lease or interest, principal, points and/or fees on debts 
or amortization on any mortgage or mortgages or any other debt instrument 
encumbering the Project, (7) to the extent any employee of Lessor spends only 
a portion of his or her time working with respect to the Project (as opposed 
to full time work with respect to the Project), a prorated amount of such 
employee's wages, salaries and compensation based upon the portion of time 
spent by such employee with respect to the projects other than the Project, 
(8) costs of correcting any presently existing non-compliance of the Project 
with applicable laws (as enforced upon the execution of this Lease; the 
parties hereby acknowledging that the foregoing reference to "as enforced" 
shall be deemed to relate to changes in the manner of interpretation and/or 
enforcement of the requirements of current laws as opposed to a failure of 
government authorities to have identified pre-existing non-compliance with 
applicable laws in effect upon the execution of this Lease) other than any 
such existing non-compliance where compliance work is not presently required 
to be performed (as opposed to existing non-compliance where compliance work 
is legally mandated even in the absence of subsequent improvements, 
alterations or change in use), (9) costs resulting from the negligence or 
wilful misconduct of Lessor, any other Project tenant or any of their 
respective agents, employees or contractors, or (10) costs of the annual 
premium for earthquake insurance to the extent in excess of two hundred 
percent (200%) of the costs of such annual premium for earthquake insurance 
for the year including the Commencement Date.  In addition, (x) if the 
Building's share of any capital expenditure (as determined in accordance 
accounting principles customarily applied in the real estate industry) 
otherwise includable in Project Expenses costs more than Fifty Thousand 
Dollars ($50,000.00), then such capital expenditure shall be amortized over 
the useful life of the applicable item as reasonably determined by Lessor, 
and Project Expenses shall not include the entire cost of such expenditure 
as is so required to be amortized in the year incurred, but shall include 
annual amortization of such expenditure during each year of such useful life; 
and (y) if the aggregate amount of any capital expenditures (as determined in 
accordance accounting principles customarily applied in the real estate 
industry) otherwise includable in the Building's share of Project Expenses 
and Building Service Expenses in any year and which are not required to be 
amortized as provided in clause (x) above and/or pursuant to clause (x) of 
subparagraph (A) above, exceeds One Hundred Thousand Dollars ($100,000.00), 
then the portion of such capital expenditures in excess of the initial such 
One Hundred Thousand Dollars ($100,000.00) of such capital expenditures shall 
be amortized over the respective useful lives of the applicable capital 
expenditure items as reasonably determined by Lessor, and Project Expenses or 
Building Service Expenses, as applicable, shall not include the entire cost 
of such expenditures as are so required to be amortized in the year incurred, 
but shall include annual amortization of such expenditures during each year 
of their respective useful lives.  There shall be no duplication of items 
included in Building Service Expenses and Project Expenses.

          (ii)  PROJECT TAXES.  "Building Taxes" as used in this Lease, shall 
mean those items of "Project Taxes" (as hereinafter defined) which relate 
solely to the Building, plus an equitable share of Project Taxes which relate 
to the land underlying the Project, to the Exterior Common Areas and/or to 
the Project as a whole (as opposed to Project Taxes relating solely to the 
Building or any other particular building within the Project), which 
equitable share shall be allocated by Lessor between the Building and the 
other buildings located within the Project from time to time, if any, in such 
manner as Lessor reasonably determines in good faith.  The term "Project 
Taxes" as used in this Lease shall collectively mean (to the extent any of 
the following are not paid by Lessee pursuant to Article 7.c. below) all: 
real estate taxes and general or assessments (including, but not limited to, 
assessments for public improvements or benefits); personal property taxes; 
taxes based on vehicles utilizing parking areas on the Parcel; taxes computed 
or based on rental income (including without limitation any municipal 
business tax but excluding federal, state and municipal net income taxes); 
Environmental Surcharges; excise taxes; gross receipts taxes; sales and/or 
use taxes; employee taxes; water and sewer taxes, levies, assessments and 
other charges in the nature of taxes or assessments (including, but not 
limited to, assessments for public improvements or benefit); and all other 
governmental, quasi-governmental or special district impositions of any kind 
and nature whatsoever, regardless of whether now customary or within the 
contemplation of the parties hereto and regardless of whether resulting from 
increased rate and/or valuation, or whether extraordinary or ordinary, 
general or special, unforeseen or foreseen, or similar or dissimilar to any 
of the foregoing which during the Lease Term are laid, levied, assessed or 
imposed upon Lessor and/or become a lien upon or chargeable against the 
Project or the Premises, Building, Common Area and/or Parcel under or by 
virtue of any present or future laws, statutes, ordinances, regulations, or 
other requirements of any governmental authority or quasi-governmental 
authority or special district having the direct or indirect power to tax or 
levy assessments whatsoever.  The term "Environmental Surcharges" shall 
include any and all expenses, taxes, charges or penalties imposed by the 
Federal Department of Energy, Federal Environmental Protection Agency, the 
Federal Clean Air Act, or any regulations promulgated thereunder, or imposed 
by any other local, state or federal governmental agency or entity now or 
hereafter vested with the power to impose taxes, assessments or other types 
of surcharges as a means of controlling or abating environmental pollution or 
the use of energy in regard to the use, operation or occupancy of the Project 
including the Premises, Building, Common Area and/or Parcel; provided, 
however, that in no event shall Project Taxes or other taxes for which Lessee 
is responsible pursuant to Article 7.c. below include any charge or cost 
relating to remediation of Hazardous Materials upon, within, or beneath the 
Project. The term "Project Taxes" shall include (to the extent the same are 
not paid by Lessee pursuant to Article 7.c. below), without limitation: the 
cost to Lessor of contesting the amount or validity or applicability of any 
Project Taxes described above; and all taxes, assessments, levies, fees, 
impositions or charges levied, imposed, assessed, measured, or based in any 
manner whatsoever upon or with respect to the use, possession, occupancy, 
leasing, operation or management of the Project (including, without 
limitation, the Premises, Building, Common Area and/or Parcel) or in lieu of 
or equivalent to any Project Taxes set forth in this article 7.b.(ii).  In no 
event shall Project Taxes include Lessor's net income, succession, transfer, 
gift, franchise, estate or inheritance taxes.  In addition, Project Taxes 
shall be calculated as if real property assessments were paid in the maximum 
number of installments permitted (and Project Taxes shall therefore include, 
without limitation, interest payable as a result of such payment in 
installments), whether or not actually so paid.

     If at any time during the Term, Project Taxes are under-assessed by the 
taxing authorities so that they are not computed on a fully-completed and 
occupied basis in accordance with the then applicable taxing authority of the 


                                      -9-
<PAGE>

governmental entities having jurisdiction, Lessor shall have the right, but not 
the obligation, to adjust the components of Project Taxes which vary depending 
upon the occupancy level of the Project to reflect the amount that Project 
Taxes would be if the Project were assessed on a fully-completed and occupied 
basis, as determined in Lessor's reasonable discretion, and such adjusted 
amount shall be allocated to the Project in accordance with the terms of this 
Lease.

     c.  OTHER TAXES.  Lessee shall pay the following:

         (i)  Lessee shall pay (or reimburse Lessor as additional rent if 
Lessor is assessed), before delinquency, any and all taxes levied or assessed, 
and which become payable for or in connection with any period during the Term, 
upon all of the following (collectively, "Leasehold Improvements and Personal 
Property"): Lessee's Alterations, Lessee Improvements, equipment, furniture, 
furnishings, fixtures, merchandise, inventory, machinery, appliances and other 
personal property located in the Premises; except only that which has been paid 
for by Lessor or is the standard of the Building.  Lessee hereby acknowledges 
receipt of a copy of a schedule setting forth the improvements comprising the 
standard of the Building.  If any or all of the Leasehold Improvements and 
Personal Property are assessed and taxed with the Project, Lessee shall pay to 
Lessor such taxes within ten (10) days after delivery to Lessee by Lessor of a 
statement in writing setting forth the amount applicable to the Leasehold 
Improvements and Personal Property.  If the Leasehold Improvements and Personal 
Property are not separately assessed on the tax statement or bill, Lessor's 
reasonable good faith determination of the amount of such taxes applicable to 
the Leasehold Improvements and Personal Property shall be a conclusive 
determination of Lessee's obligation to pay such amount as so determined by 
Lessor.

         (ii)  Lessee shall pay (or reimburse Lessor if Lessor is assessed, as 
additional rent), prior to delinquency or within ten (10) days after receipt of 
a statement thereof, any and all other taxes, levies, assessments, or 
surcharges payable by Lessor or Lessee and relating to this Lease, the Premises 
or Lessee's activities in the Premises (other than Lessor's net income, 
succession, transfer, gift, franchise, estate, or inheritance taxes), whether 
or not now customary or within the contemplation of the parties hereto, now in 
force or which may hereafter become effective, including but not limited to 
taxes: (1) upon, allocable to, or measured by the area of the Premises or on 
the Rentals payable hereunder, including without limitation any gross income, 
gross receipts, excise, or other tax levied by the state, any political 
subdivision thereof, city or federal government with respect to the receipt of 
such Rentals; (2) upon or with respect to the use, possession, occupancy, 
leasing, operation and management of the Premises or any portion thereof, (3) 
upon this transaction or any document to which Lessee is a party creating or 
transferring an interest or an estate in the Premises; or (4) imposed as a 
means of controlling or abating environmental pollution or the use of energy, 
including, without limitation, any parking taxes, levies or charges or 
vehicular regulations imposed by any governmental agency; provided, however, 
that in no event shall taxes, levies or other charges for which Lessee is 
responsible pursuant to this Article 7.c. include any charge or cost relating 
to remediation of Hazardous Materials upon, within, or beneath the Project.  
Lessee shall also pay, prior to delinquency, all privilege, sales, excise, use, 
business, occupation, or other taxes, assessments, license fees, or charges 
levied, assessed, or imposed upon Lessee's business operations conducted at the 
Premises.  If any such taxes are payable by Lessor and it shall not be lawful 
for Lessee to reimburse Lessor for such taxes, then the Rentals payable 
hereunder shall be increased to net Lessor the net Rental after imposition of 
any such tax upon Lessor as would have been payable to Lessor prior to the 
imposition of any such tax.

(iii) Any payments made by Lessee directly to the applicable taxing authority 
pursuant to this subsection 7.c. shall be made prior to the applicable 
delinquency date for such payment, and Lessee shall deliver evidence of such 
payment to Lessor within fifteen (15) days thereafter.


                                     -10-
<PAGE>

8.  USE.

     a.  In no event shall Lessee use or permit the use of the Premises for any 
purpose other than general office use (which may include, without limitation, 
software research, development and training, subject to compliance with 
applicable laws and governmental requirements, all not involving Hazardous 
Materials (other than "Standard Office Hazardous Materials", as hereinafter 
defined), and all in a manner consistent with operation within a first-class 
general office use building, so as not to exceed the capacity of the mechanical 
and utility systems serving, and/or the floor load capacity of, the Premises or 
interfere with the use or occupancy of any other occupant of the Building).  
Lessor and Lessee hereby acknowledge and agree that the foregoing use 
restriction is an absolute prohibition against a change in use of the Premises 
as contemplated under California Civil Code Section 1997.230. Lessee shall not 
do or permit to be done in or about the Premises nor bring or keep anything 
therein which will in any way increase the existing rate of or affect any fire 
or other insurance upon the Building or the Project or any of its contents, or 
cause cancellation of any insurance policy covering the Building or the Project 
or any part thereof or any of its contents.  Lessee shall not, without prior 
consent of Lessor, bring into the Building or the Premises or use or 
incorporate in the Premises any apparatus, equipment or supplies that may cause 
substantial noise, odor, or vibration or overload the Premises or the Building 
or any of its utility or elevator systems or jeopardize the structural 
integrity of the Building or any part thereof.  Lessee and/or Lessee's agents, 
officers, employees, representatives, contractors, servants, invitees and/or 
guests (collectively "Lessee's Agents") shall not use, store, or dispose of any 
"Hazardous Materials" (defined below) on any portion of the Project, except, 
however, that nothing contained in this Lease shall be deemed to prohibit 
Lessee's use of customary general office supplies typically used in an office 
area in the ordinary course of business, such as copier toner, liquid paper, 
glue and ink, for use in the manner for which they were designed, in such 
amounts and in a manner as is normal for first-class general office use but 
containing substances technically constituting Hazardous Materials under this 
Lease (collectively, "Standard Office Hazardous Materials").  Without limiting 
the generality of the foregoing, Lessee shall not (either with or without 
negligence) cause or permit the escape, disposal or release of any Hazardous 
Materials in, on or below the Premises or any other portion of the Project 
(other than the disposal of Standard Office Hazardous Materials in a manner 
customary for use of such Standard Office Hazardous Materials and in compliance 
with both manufacturer's recommendations and all applicable laws).  If any 
lender or governmental agency shall ever require testing to ascertain whether 
or not there has been any release or other use of Hazardous Materials at the 
Premises during the Term of this Lease, then the reasonable costs thereof shall 
be reimbursed by Lessee to Lessor upon demand as additional rent if such 
testing is required as a result of the acts of, or if as a result of such 
testing it is determined that Hazardous Materials are present on the Premises 
as a result of the acts of, Lessee, any subtenant of Lessee and/or any of their 
respective employees, agents, representatives, contractors and/or invitees.  
In addition, Lessee shall execute such affidavits, representations and 
certifications as may be reasonably required by Lessor from time to time 
concerning Lessee's best knowledge and belief regarding the presence of 
Hazardous Materials at the Premises.  Lessee shall indemnify, defend with 
counsel acceptable to Lessor, and hold Lessor and Lessor's employees, agents, 
partners, officers, directors and shareholders harmless from and against any 
and all claims, actions, suits, proceedings, orders, judgment, losses, costs, 
damages, liabilities, penalties, or expenses (including, without limitation, 
attorneys' fees) arising in connection with the breach by Lessee of Lessee's 
obligations described in any of the previous four sentences, and the 
obligations of Lessee pursuant hereto and under the previous four sentences 
shall survive the Lease Termination.  As used in this paragraph, "Hazardous 
Materials" means any chemical, substance or material which has been determined 
or is hereafter determined by any federal, state, or local governmental 
authority to be capable of posing risk of injury to health or safety, 
including, without limitation, petroleum, asbestos, polychlorinated biphenyls, 
radioactive materials, radon gas, and/or biologically and/or chemically active 
materials.  Without limiting the generality of the foregoing, the definition of 
"Hazardous Materials" shall include those definitions found in the 
Comprehensive Environmental Response, Compensation, and Liability Act of 1980, 
42 U.S.C. SECTIONS 9601 ET SEQ., the Resource Conservation and Recovery 
Act of 1976, 42 U.S.C. SECTIONS 6901 ET SEQ., the Hazardous Materials 
Transportation Authorization Act, 49 U.S.C. SECTIONS 5101 ET SEQ., the 
National Environmental Policy Act, 42 U.S.C. SECTIONS 4321 ET SEQ., the 
Clean Water Act, 33 U.S.C. SECTIONS 1251 ET SEQ., the Clean Air Act, 42 
U.S.C. SECTIONS 7401 ET SEQ., the Toxic Substances Control Act, 15 
U.S.C. SECTIONS 2601 ET SEQ., the Safe Drinking Water Act, 42 U.S.C. 
SECTIONS 300f ET SEQ., the Occupational Safety and Health Act, 29 U.S. 
C. SECTIONS 651 ET SEQ., Division 20 of the California Health and Safety 
Code commencing at Section 24000, Division 7 of the California Water Code 
commencing at Section 13000, each as amended from time to time, and all similar 
federal, state and local statutes and ordinances and all rules, regulations or 
policies promulgated thereunder.  Lessee shall not do or permit anything to be 
done in or about the Premises which will in any way obstruct or interfere with 
the rights of other tenants or occupants of the Building or the Project or 
injure or annoy them or use or allow the Premises to be used for any improper, 
immoral, unlawful or objectionable purpose, nor shall Lessee cause, maintain or 
permit any nuisance in, on or about the Premises.  Lessee shall not commit or 
suffer to be committed any waste in or upon the Premises.

     Lessor represents and warrants to Lessee that Lessor has no actual 
knowledge (without duty of investigation or imputation of knowledge) of any 
Hazardous Materials presently existing in or about the Premises or other 
portions of the Project at levels in violation of applicable laws or which 
otherwise pose a material risk of having a material and adverse affect upon the 
operation of Lessee's business from the Premises (including, without 
limitation, access to and/or use of the Premises and parking areas serving the 
Project).  Notwithstanding anything to the contrary contained herein, Lessee 
shall not be responsible (either directly or as an item of Building Service 
Expenses, as an item of Project Expenses, as an item of Project Taxes or as an 
item of taxes for which Lessee is responsible pursuant to Article 7.c above) 
for costs related to, and Lessor hereby releases Lessee and Lessee's employees, 
agents, representatives and contractors from any liability or costs related to, 
the testing, remediation and/or presence of Hazardous Materials on or about the 
Premises or Project except to the extent caused to be present thereon or 
thereabout by Lessee, any subtenant of Lessee and/or any of their respective 
employees, agents, representatives, contractors and/or invitees.


                                     -11-
<PAGE>

     b.  EFFECT OF USE RESTRICTION.  Lessor and Lessee hereby acknowledge and 
agree that the use restriction set forth in subsection 8.a. above shall be 
deemed reasonable in all respects and under all circumstances.  Lessor and 
Lessee further acknowledge and agree that, notwithstanding any provision of 
this Lease to the contrary, (i) in the event Lessee requests Lessor's consent 
to a proposed assignment of this Lease or subletting of the Premises, Lessor 
shall be deemed reasonable in withholding its consent to such assignment or 
subletting if the proposed assignee or subtenant desires to use the Premises 
for any purpose other than as expressly provided in subsection 8.a. above, and 
(ii) in the event of a default by Lessee under the Lease, the enforcement of 
the use restriction set forth in subsection 8.a. above shall be deemed 
reasonable for purposes of computing the rental loss that could be or could 
have been reasonably avoided by Lessor pursuant to California Civil Code 
Section 1951.2 and in connection with the exercise of Lessor's remedies under 
California Civil Code Section 1951.4.

     Notwithstanding the preceding to the contrary, if Lessor withholds its 
consent to an assignment of the Lease or subletting of the Premises based upon 
the desire of the proposed assignee or subtenant to use the Premises for any 
purpose other than as expressly provided in subsection 8.a. above, or if Lessee 
is in default under this Lease, then, prior to commencing or pursuing any 
claim or defense against Lessor based upon the unreasonableness of the use 
restriction set forth in subsection 8.a. above, Lessee shall provide Lessor 
with written notice (by certified mail, postage prepaid and return receipt 
requested) setting forth Lessee's objections to the enforcement of the use 
restriction in such instance, the basis upon which Lessee intends to 
demonstrate that the enforcement of such use restriction would be unreasonable 
in such instance, and the use(s) which Lessee believes Lessor should allow 
Lessee or its proposed assignee or subtenant, as the case may be, to make of 
the Premises.  Within thirty (30) days of Lessor's receipt of Lessee's written 
notice of objection, Lessor shall provide Lessee with written notice of 
Lessor's election to either (A) enforce the use restriction set forth in 
subsection 8.a. above, or (B) permit a change in the use of the Premises, 
provided that such proposed use shall in no event (1) require the use, storage 
or disposal of Hazardous Materials (other than Standard Office Hazardous 
Materials in accordance with this Lease) on or about the Premises or the 
Project, (2) increase or affect any fire or other insurance covering the 
Building or the Project, (3) interfere with the rights of other tenants of the 
Building or Project, including, without limitation, any exclusive use rights of 
such tenants, (4) be in violation of applicable federal, state or local laws, 
rules, regulations, codes or ordinances, or (5) require Lessor to construct or 
install, or to provide any allowance for the construction or installation of, 
any tenant improvements in the Premises.  Notwithstanding the preceding to the 
contrary, in no event shall Lessor have any obligation to allow a change in the 
use of the premises, it being expressly understood by the parties that the use 
restriction set forth in subsection 8.a. above is an absolute prohibition 
against a change in use of the Premises.  In the event Lessor fails to provide 
Lessee with written notice of its election to either enforce the use 
restriction or allow a change in use of the Premises within said thirty (30) 
day period, Lessor shall be deemed to have elected to enforce the use 
restriction.  In the event Lessor elects or is deemed to have elected to 
enforce the use restriction as provided hereinabove, Lessee shall have the 
right to pursue such valid claims or defenses against Lessor as may be 
permitted under California Civil Code section 1997.040 and which Lessee is able 
to prove.

9.  COMPLIANCE WITH LAWS.  Lessee shall not use the Premises or permit anything 
to be done in or about the Premises which will in any way conflict with or 
violate any law, statute, ordinance, order or governmental rule or regulation 
or requirement of duly constituted public authorities or quasi-public 
authorities now in force or which may hereafter be enacted or promulgated.  
Lessee shall, at its sole cost and expense, promptly comply with all laws, 
statutes, ordinances, orders and governmental or quasi-governmental rules, 
regulations or requirements now in force or which may hereafter be in force and 
with all recorded documents which relate to or affect the condition, use or 
occupancy of the Premises, and with the requirements of any board of fire 
insurance underwriters or other similar bodies now or hereafter constituted, 
relating to, or affecting the condition, use or occupancy of the Premises, 
excluding structural changes or changes to the integrated Building utility 
and/or mechanical systems unless related to or affected by Lessee's 
improvements, acts or particular use of the Premises.  The judgment of any 
court of competent jurisdiction or the admission of Lessee in any action 
against Lessee, whether Lessor be a party thereto or not, that Lessee has 
violated any law, statute, ordinance, or governmental or quasi-governmental 
rule, regulation or requirement, shall be conclusive of that fact as between 
the Lessor and Lessee.  Lessee shall obtain, prior to taking possession of the 
Premises, all permits, licenses, or other authorizations for the lawful 
operation of its business at the Premises.  Lessee shall indemnify, defend with 
counsel acceptable to Lessor and hold Lessor and Lessor's employees, agents, 
partners, officers, directors and shareholders harmless from and against any 
claim, action, suit, proceeding, order, judgment, liability, penalty or expense 
(including, without limitation, attorneys' fees) arising out of the failure of 
Lessee to comply with the provisions of this Article.  Lessee acknowledges that 
Lessee has independently investigated and is satisfied that the Premises are 
suitable for Lessee's intended use and that neither Lessor nor any of its 
agents, employees, representatives or contractors has made any representation 
or warranty as to whether the Building and/or Premises meets applicable 
governmental and quasi-governmental requirements for such intended use (except 
as may be specifically otherwise provided in this Lease).

     Lessor and Lessee acknowledge that, in accordance with the provisions of 
the Americans with Disabilities Act of 1990 (the "ADA"), responsibility for 
compliance with the terms and conditions of Title III of the ADA may be 
allocated as between Lessor and Lessee.  In this regard and notwithstanding 
anything to the contrary contained in the Lease, Lessor and Lessee agree that 
the responsibility for compliance with the ADA (including, without limitation, 
the removal of architectural and communications barriers and the provision of 
auxiliary aids and services to the extent required) shall be allocated as 
follows: (i) Lessee shall be responsible for compliance with the previsions of 
Title I of the ADA, and of Title II and Title III of the ADA as Titles II and 
III relate to any construction, renovations, alterations and repairs made 
within the Premises if such construction, renovations, alterations and repairs 
are made by Lessee, at its expense without the assistance of Lessor; (ii) 
Lessor shall be responsible for compliance with the provisions of Title II and 
III of the ADA for all construction, renovations, alterations and repairs which 
Lessor is required, under this Lease, to make within the Premises, whether 
(pursuant to the relevant provisions of the Lease) at Lessor's or Lessee's 
expense; and (iii) Lessor shall be responsible for compliance with the 
provisions of Title III of the ADA for all exterior and interior areas of the 
Building not included within the Premises except to the extent such 


                                     -12-
<PAGE>

compliance is necessitated as a result of Lessee's particular use of, or 
alterations to, the Premises.  Lessor agrees to indemnify, defend and hold 
Lessee harmless from and against any claims, damages, costs and liabilities 
arising out of Lessor's failure, or alleged failure, as the case may be, to 
comply with the ADA, to the extent such compliance has been allocated to 
Lessor herein, which indemnification obligation shall survive the expiration 
or termination of this Lease if the Lease has not been terminated by reason 
of a default by Lessee.  Lessee agrees to indemnify, defend and hold Lessor 
harmless from and against any claims, damages, costs and liabilities arising 
out of Lessee's failure, or alleged failure, as the case may be, to comply 
with the ADA to the extent such compliance has been allocated to Lessee 
herein, which indemnification obligation shall survive the expiration or 
termination of this Lease.  Lessor and Lessee each agree that the allocation 
of responsibility for ADA compliance shall not require Lessor or Lessee to 
supervise, monitor or otherwise review the compliance activities of the other 
with respect to its assumed responsibilities for ADA compliance as set forth 
in this Article 9. Lessor shall, in complying with the ADA (to the extent 
such compliance has been allocated to Lessor herein), be entitled to rely 
upon representations made to, or information given to Lessor by Lessee in 
regard to Lessee's use of the Premises, Lessee's employees, and other matters 
pertinent to compliance with the ADA.  The indemnity of Lessee set forth 
above shall apply as to any liability arising against Lessor by reason of any 
misrepresentations or misinformation given by Lessee to Lessor. The 
allocation of responsibility for ADA compliance between Lessor and Lessee, 
and the obligations of Lessor and Lessee established by such allocations, 
shall supersede any other provisions of the Lease that may contradict or 
otherwise differ from the requirements of this Article 9; except, however, 
that in the event of any conflict between the provisions of Article 4.d. 
above and the provisions of this Article 9, the provisions of Article 4.d. 
above shall control.

10.  ALTERATIONS AND ADDITIONS.

     a.  LESSEE'S ALTERATIONS.  Lessee shall not make or suffer to be made 
any alterations, additions, changes or improvements (collectively, 
"Alterations") to or of the Premises, or any part thereof without Lessor's 
prior written consent, which consent shall not, except as otherwise expressly 
provided in the Lease, be unreasonably withheld; except, however, that 
without Lessor's consent but upon at least fifteen (15) days prior written 
notice to Lessor, Lessee may make interior, non-structural Alterations 
costing less than Twenty-Five Thousand Dollars ($25,000.00) per work of 
Alterations and not (1) requiring the demolition of any material existing 
improvements, or (2) affecting the mechanical or utility systems serving the 
Premises or the exterior appearance of the Building.  Lessor may impose, as a 
condition to the aforesaid consent, such requirements as Lessor may deem 
necessary in its reasonable discretion, including without limitation: the 
manner in which the work is done; a right of approval of the contractor by 
whom the work is to be performed; the times during which such work is to be 
accomplished; in the event of proposed Alterations estimated to cost more 
than Fifty Thousand Dollars ($50,000.00), the requirement that Lessee post a 
lien and completion bond (or its equivalent) in an amount equal to one and 
one-half times any and all estimated Alterations costs and otherwise in form 
satisfactory to Lessor to insure Lessor against any liability for mechanics' 
and materialmen's liens and to insure completion of the work; the requirement 
that Lessee reimburse Lessor, as additional rent, for Lessor's reasonable 
costs incurred in reviewing any proposed Alterations, whether or not Lessor's 
consent is granted; and, unless otherwise approved by Lessor at the time 
Lessee makes such Alterations, the requirement that at Lease Termination, 
either (i) Lessee, at its expense, will remove any and all such Alterations 
installed by Lessee and shall, at its cost, promptly repair all damages to 
the Project caused by such removal, or (ii) the Alterations made by Lessee 
shall remain with the Premises, be a part of the realty, and belong to 
Lessor.  If Lessor consents to any Alterations to the Premises by Lessee, the 
same shall be made by Lessee at Lessee's sole cost and expense in accordance 
with plans and specifications approved by Lessor.  Any Alterations made by 
Lessee (whether or not Lessor's consent is required therefor) shall be 
performed in accordance with all applicable laws, ordinances and codes and in 
a first class workmanlike manner, and shall not weaken or impair the 
structural strength or lessen the value of the Building, shall not 
invalidate, diminish, or adversely affect any warranty applicable to the 
Building or any other improvements located within the Project, including any 
equipment therein, and shall be performed in a manner causing Lessor and 
Lessor's agents and other tenants of the Building the least interference and 
inconvenience practicable under the circumstances.  In making any such 
Alterations, Lessee shall, at Lessee's sole cost and expense:

         (i)    File for and secure any necessary permits or approvals from 
all governmental departments or authorities having jurisdiction, and any 
utility company having an interest therein,

         (ii)   Notify Lessor in writing at least fifteen (15) days prior to 
the commencement of work on any Alteration, so that Lessor can post and 
record appropriate notices of non-responsibility, and

         (iii)  Provide Lessor with copies of all drawings and 
specifications prior to commencement of construction of any Alterations, and 
provide Lessor with "as built" plans and specifications (on CAD diskette if 
available) following completion of such Alterations.

     In no event shall Lessee make or suffer to be made any Alteration to the 
mechanical or utility systems of the Building, to the Common Area or the 
structural portions of the Building or any part thereof without Lessor's 
prior written consent, which consent may be withheld in Lessor's sole 
discretion.

     b.  REMOVAL.  Upon Lease Termination, Lessee shall, upon written demand 
by Lessor at Lessee's sole cost and expense, forthwith and with all due 
diligence remove any Alterations made by Lessee, which is then designated by 
Lessor to be removed (provided that Lessor has, at the time of Lessor's 
consent to such Alterations (or if no consent is required pursuant hereto, 
within fifteen (15) days following Lessor's receipt of written notice from 
Lessee of such Alterations not requiring Lessor's consent), notified Lessee 
that such removal may be required) and Lessee shall, forthwith and with all 
due diligence at its sole cost and expense, repair any damage to the Project 
caused by such removal. Without limiting the generality of the foregoing, 
Lessor may not require removal of any of the initial Lessee Improvements 
unless at the time of Lessor's approval of the Final Working Drawings, Lessor 
notified Lessee that removal thereof may be required upon Lease Termination. 
Lessee shall also, upon Lease Termination


                                      -13-

<PAGE>

and provided that Lessee is not then in default hereunder, remove Lessee's 
movable equipment, furnishings, trade fixtures and other personal property 
(excluding any Alterations made by Lessee not specifically designated by 
Lessor to be removed), provided that Lessee shall, forthwith and with all due 
diligence at its sole cost and expense, repair any damages to the Project 
caused by such removal. Unless Lessor elects to have Lessee remove any such 
Alterations, all such Alterations except for movable furniture and trade 
fixtures of Lessee not affixed to the Premises, shall become the property of 
Lessor upon Lease Termination (without any payment therefor) and remain upon 
and be surrendered with the Premises.

     c.  ALTERATIONS REQUIRED BY LAW.  Subject to Article 4.d. above, Lessee 
shall pay to Lessor as additional rent, the cost of any structural or 
non-structural alteration, addition or change to the Building and/or at 
Lessor's election, shall promptly make, at Lessee's sole expense and in 
accordance with the provisions of subsection 10.a. above, any structural or 
non-structural alteration, addition or change to the Premises required to 
comply with laws, regulations, ordinances or orders of any public agencies, 
whether now existing or hereinafter promulgated, where such alterations, 
additions or changes are required by reason of: Lessee's or Lessee's Agents' 
acts; Lessee's particular use (as opposed to mere occupancy for general 
office use) or change of use to the Premises; alterations or improvements to 
the Premises made by or for Lessee; or Lessee's application for any permit or 
governmental approval.

     d.  LESSOR'S IMPROVEMENTS.  All fixtures, improvements or equipment 
which are installed, constructed on or attached to the Premises, or any part 
of the Project by Lessor at its expense shall be a part of the realty and 
belong to Lessor.

11.  REPAIRS.

     a.  BY LESSEE.  Subject to the express provisions of this Lease, by 
taking possession of the Premises, Lessee shall be deemed to have accepted 
the Premises as being in good and sanitary order, condition and repair and to 
have accepted the Premises in their condition existing as of the date of such 
possession, subject to all applicable laws, covenants, conditions, 
restrictions, easements, and other matters of public record and the Rules and 
Regulations from time to time promulgated by Lessor governing the use of any 
portion of the Project.  Lessee shall at Lessee's sole cost and expense, keep 
every part of the Premises in good condition and repair, except for ordinary 
wear and tear, repairs or restoration work due to casualty damage or 
condemnation governed by Article 21 or Article 24 below (except that Lessee 
shall be obligated for performance of its obligations under such Articles), 
and work which is specified to be the obligation of Lessor pursuant to this 
Lease.  If Lessee fails to maintain the Premises as required by this Lease, 
Lessor may give Lessee notice to do such acts as are reasonably required to 
so maintain the Premises and if Lessee fails to commence such work 
immediately in an emergency or where immediate action is required to protect 
the Premises or any portion of the Project, or within ten (10) days after 
such notice is given under other circumstances, and diligently prosecute it 
to completion, then Lessor or Lessor's agents, in addition to all of the 
rights and remedies available hereunder or by law and without waiving any 
alternative remedies, shall have the right to enter the Premises and to do 
such acts and expend such funds at the expense of Lessee as are reasonably 
required to perform such work.  Any amount so expended by Lessor shall be 
paid by Lessee to Lessor as additional rent, upon demand. With respect to any 
work performed by Lessor pursuant to this Article 11.a., Lessor shall be 
liable to Lessee only for physical damage caused to Lessee's personal 
property located within the Premises to the extent such damage is caused by 
Lessor's active negligence or willful misconduct and is not covered by the 
insurance required to be maintained by Lessee pursuant to this Lease.  In no 
event shall Lessor have any liability to Lessee for any other damages, or for 
any inconvenience or interference with the use of the Premises by Lessee, or 
for any consequential damages, including lost profits, as a result of 
performing any such work.  Except as specifically provided in an addendum, if 
any, to this Lease, Lessor shall have no obligation whatsoever to alter, 
remodel, improve, repair, decorate or paint the Premises or any part thereof 
and the parties hereto affirm that Lessor has made no representations or 
warranties, express or implied, to Lessee respecting the condition of the 
Premises or any part of the Project except as specifically set forth in this 
Lease.

     b.  BY LESSOR.  The costs of repairs and maintenance which are the 
obligation of Lessor under this Lease or which Lessor elects to perform under 
this Lease except such repairs and maintenance which are the responsibility 
of Lessee hereunder, shall be an Operating Expense.  Lessor shall repair and 
maintain the structural portions of the Building and the basic plumbing, 
air conditioning, heating, electrical and integrated Building mechanical 
systems installed or furnished by Lessor, unless such maintenance or repairs 
are caused in part or in whole by the act, neglect, fault or omission 
of any duty by Lessee or Lessee's Agents, in which case Lessee shall pay to 
Lessor the reasonable cost of such maintenance or repairs as additional rent. 
Lessor shall not be liable for any failure to make any such repairs or to 
perform any maintenance for which Lessor is responsible as provided above 
unless Lessor fails to commence such work for a period of more than thirty 
(30) days after written notice of the need of such repairs or maintenance is 
given to Lessor by Lessee and the failure is due solely to causes within 
Lessor's reasonable control.  Except as provided in Article 21 of this Lease, 
there shall be no abatement of Rentals, and in any event there shall be no 
liability of Lessor by reason of any injury to or interference with Lessee's 
business arising from the making of any repairs, alterations or improvements 
in or to any portion of the Project or in or to fixtures, appurtenances and 
equipment therein. Lessee waives the benefits of any statute now or 
hereafter in effect (including, without limitation, the provisions of 
subsection 1 of Section 1932, Section 1941 and Section 1942 of the California
Civil Code and any similar or dissimilar law, statute or ordinance now or 
hereafter in effect) which would otherwise afford Lessee the right to make 
repairs at Lessor's expense (or to deduct the cost of such repairs from 
Rentals due hereunder) or to terminate this Lease because of Lessor's failure 
to keep the Premises in good and sanitary order.

12.  LIENS.  Lessee shall keep the Premises and every portion of the Project 
free from any and all mechanics', materialmen's and other liens, and claims 
thereof, arising out of any work performed, materials furnished or 
obligations incurred by or for Lessee. Lessee shall indemnify and defend with 
counsel acceptable to Lessor and hold Lessor harmless from and against any 
liens, demands, claims, actions, suits, proceedings, orders, losses, costs,


                                      -14-

<PAGE>

damages, liabilities, penalties, expenses, judgments or encumbrances 
(including without limitation, attorneys' fees) arising out of any work or 
services performed or materials furnished by or at the direction of Lessee or 
Lessee's Agents or any contractor employed by Lessee with respect to the 
Premises.  Should any claims of lien relating to work performed, materials 
furnished or obligations incurred by Lessee be filed against, or any action 
be commenced affecting the Premises, any part of the Project, and/or Lessee's 
interest therein, Lessee shall give Lessor notice of such lien or action 
within three (3) days after Lessee receives notice of the filing of the lien 
or the commencement of the action.  If Lessee does not, within twenty (20) 
days following the imposition of any such lien, cause such lien to be 
released of record by payment or posting of a proper bond, Lessor shall have, 
in addition to all other remedies provided herein and by law, the right, but 
not the obligation, to cause the same to be released by such means as it 
shall deem proper, including by payment of the claim giving rise to such lien 
or by posting a proper bond, or by requiring Lessee to post for Lessor's 
benefit a bond, surety, or cash amount equal to one and one-half (1-1/2) 
times the amount of lien and sufficient to release the Premises and Project 
from the lien.  All sums paid by Lessor pursuant to this Article 12 and all 
expenses incurred by it in connection therewith including attorneys' fees and 
costs shall be payable to Lessor by Lessee as additional rent on demand.

13.  ASSIGNMENT AND SUBLETTING.

     a.  PROHIBITIONS IN GENERAL.  Lessee shall not (whether voluntarily, 
involuntarily, or by operation of law) assign this Lease or allow all or any 
part of the Premises to be sublet, without Lessor's prior written consent in 
each instance, which consent shall not be unreasonably withheld, subject, 
nevertheless, to the provisions of this Article 13. Notwithstanding anything 
to the contrary contained herein, Lessee shall have the right without 
Lessor's prior consent and without being subject to Article 13.e. or 13.g. 
below, but upon not less than fifteen (15) days prior written notice to 
Lessor, to assign this Lease or sublet the Premises to any entity (i) 
controlling, controlled by or having fifty percent (50%) or more common control 
with Lessee, or (ii) resulting from a merger or consolidation with Lessee or 
acquiring substantially all of the assets and/or substantially all of the 
stock of Lessee; provided that any such entity shall have a tangible net 
worth no less than Lessee's tangible net worth as of the execution of this 
Lease, such entity shall replace the Letter of Credit (if necessary) or post 
a cash Security Deposit in the then applicable LC Amount in accordance with 
Article 6 above, and such entity shall assume the obligations and liabilities 
of Lessee under this Lease, and no such assignment or sublease shall in any 
manner release Lessee from its primary liability under this Lease.  For all 
purposes of this Lease, a "Permitted Transferee" shall mean an assignee or 
subtenant of Lessee under an assignment or subletting which is permitted 
without Lessor's prior consent pursuant to clause (i) or (ii) above. Except 
as otherwise specifically provided in this Article 13, Lessee shall not 
(whether voluntarily, involuntarily, or by operation of law) (1) allow all or 
any part of the Premises to be occupied or used by any person or entity other 
than Lessee, (2) transfer any right appurtenant to this Lease or the 
Premises, (3) mortgage, hypothecate or encumber the Lease or Lessee's 
interest in the Lease or Premises (or otherwise use the Lease as a security 
device) in any manner, or (4) permit any person to assume or succeed to any 
interest whatsoever in this Lease, without Lessor's prior written consent in 
each instance, which consent may be withheld in Lessor's sole and absolute 
discretion.

     Any assignment, sublease, hypothecation, encumbrance, or transfer 
(collectively "Transfer") without Lessor's consent shall be voidable.  
Lessor's consent to any one Transfer shall not constitute a waiver of the 
provisions of this Article 13 as to any subsequent Transfer nor a consent to 
any subsequent Transfer.  The provisions of this subsection 13.a. expressly 
apply to all heirs, successors, sublessees, assigns and transferees of 
Lessee.  If Lessor consents to a proposed Transfer, such Transfer shall be 
valid and the transferee shall have the right to take possession of the 
Premises only if the Assumption Agreement described in subsection 13.c. below 
is executed and delivered to Lessor, Lessee has paid the costs and fees 
described in subsection 13.i. below, and an executed counterpart of the 
assignment, sublease or other document evidencing the Transfer is delivered 
to Lessor and such transfer document contains the same terms and conditions 
as stated in Lessee's notice given to Lessor pursuant to subsection 13.d. 
below, except for any such modifications Lessor has consented to in writing.  
The acceptance of Rentals by Lessor from any person or entity other than 
Lessee shall not be deemed to be a waiver by Lessor of any provision of this 
Lease or to be a consent to any Transfer.  In addition to and without 
limitation upon the other provisions of this Article 13, in the event of 
Lessor's consent to a Transfer to a transferee having a tangible net worth 
which is less than Lessee's tangible net worth as of the execution of this 
Lease then Lessor may require as a condition to such Transfer (in addition to 
the other requirements under this Article 13), that the transferee post a 
letter of credit as additional security for the performance of such entity's 
performance of its obligations, which letter of credit shall be governed in 
all respects by the provisions of Article 6 above, except that the "LC 
Amount" applicable thereto shall in no event to exceed the original LC Amount 
under Article 6 and such "LC Amount" applicable thereto shall not be subject 
to reduction in manner in which the original LC Amount is subject to 
reduction in accordance with Article 6.

     b.  COLLECTION OF RENT.  Lessee irrevocably assigns to Lessor, as 
security for Lessee's obligations under this Lease, all rent not otherwise 
payable to Lessor by reason of any Transfer of all or any part of the 
Premises or this Lease.  Lessor, as assignee of Lessee, or a receiver for 
Lessee appointed on Lessor's application, may collect such rent and apply it 
toward Lessee's obligations under this Lease; provided, however, that until 
the occurrence of any default by Lessee or except as provided by the 
provisions of subsection 13.f. below, Lessee shall have the right to collect 
such rent.

     c.  ASSUMPTION AGREEMENT.  As a condition to Lessor's consent to any 
Transfer of Lessee's interest in this Lease or the Premises, Lessee and 
Lessee's assignee, sublessee, encumbrancer, hypothecate, or transferee 
(collectively "Transferee"), shall execute a written Assumption Agreement, 
in a form reasonably approved by Lessor, which Agreement shall include a 
provision that Lessee's Transferee shall expressly assume all obligations of 
Lessee under this Lease, and shall be and remain jointly and severally 
liable with Lessee for the performance of all conditions, covenants, and 
obligations under this Lease from the effective date of the Transfer of 
Lessee's interest in this Lease (except that as to a subletting, such 
Assumption Agreement shall relate only to performance of Lessee's non-rent 
payment obligations under this Lease relating to the portion of the Premises 
subleased). In no event shall


                                      -15-

<PAGE>

Lessor have any obligation to materially amend or modify this Lease in 
connection with any proposed Transfer, including, without limitation, 
amending or modifying the use restriction set forth in subsection 8.a. above.

     d.  REQUEST FOR TRANSFER.  Lessee shall give Lessor at least thirty (30) 
days prior written notice of any desired Transfer and of the proposed terms 
of such Transfer, including but not limited to: the name and legal 
composition of the proposed Transferee; an audited financial statement of the 
proposed Transferee prepared in accordance with generally accepted accounting 
principles within one year prior to the proposed effective date of the 
Transfer; the nature of the proposed Transferee's business to be carried on 
in the Premises; the payment to be made or other consideration to be given on 
account of the Transfer; and other such pertinent information as may be 
requested by Lessor, all in sufficient detail to enable Lessor to evaluate 
the proposed Transfer and the prospective Transferee.  Lessee's notice shall 
not be deemed to have been served or given until such time as Lessee has 
provided Lessor with all information specified above and all additional 
information requested by Lessor pursuant to this subsection 13.d. Lessee 
shall immediately notify Lessor of any modification to the proposed terms of 
such Transfer.

     e.  EXCESS CONSIDERATION.  In the event of any Transfer (other than a 
Transfer to a Permitted Transferee), Lessor shall receive as additional rent 
hereunder, fifty percent (50%) of Lessee's "Excess Consideration" derived 
from such Transfer.  If Lessee shall elect to Transfer (other than to a 
Permitted Transferee), Lessee shall use reasonable and good faith efforts to 
secure consideration from any such Transferee which would be generally 
equivalent to then-current market rent, but in no event shall Lessee's 
monetary obligations to Lessor, as set forth in this Lease, be reduced.  As 
used herein, "Excess Consideration" shall mean all rent, additional rent, key 
money, bonus money and/or other consideration (including, without limitation, 
any payment in excess of fair market value for services rendered by Lessee to 
the Transferee for assets, fixtures, inventory, equipment, or furniture 
transferred by Lessee to the Transferee in connection with the Transfer) 
received by Lessee from a Transferee and/or paid by a Transferee on behalf of 
Lessee in connection with the Transfer in excess of the rent, additional rent 
and other sums payable by Lessee under this Lease (on a per square foot basis 
if less than all of the Premises is subject to such Transfer), less the sum 
of Lessee's reasonable out-of-pocket costs incurred for brokerage 
commissions, attorneys' fees and any Alterations to the Premises in 
connection with such Transfer and an amount equal to the then unamortized 
cost of any Lessee Improvements made by Lessee at Lessee's cost (based upon 
monthly straight line amortization over the initial eighty-four (84) month 
Lease Term).  If part of the Excess Consideration shall be payable by the 
Transferee other than in cash, then Lessor's share of such non-cash 
consideration shall be in such form as is reasonably satisfactory to Lessor.

     f.  STANDARDS FOR CONSENT.  Without otherwise limiting the criteria upon 
which Lessor may withhold its consent to any proposed Transfer, the parties 
hereby agree that it shall be deemed presumptively reasonable for Lessor to 
withhold its consent to a proposed Transfer if:

         (i)   The proposed Transferee's net worth (according to generally 
accepted accounting principles) is not sufficient in Lessor's reasonable 
business judgment given the obligations to be performed by the proposed 
Transferee pursuant to the proposed Transfer;

         (ii)  The proposed Transferee's use of the Premises is inconsistent 
with the permitted use of the Premises set forth in this Lease or the 
proposed Transferee is of a character or reputation which is not consistent 
with the quality of the Building or Project;

         (iii) As to a Transfer of less than all of the Premises, the space 
to be Transferred is not regular in shape with appropriate means of ingress 
and egress suitable for normal leasing purposes;

         (iv)  The proposed Transferee is a governmental agency or 
instrumentality thereof or a person or entity (or an affiliate thereof) 
currently leasing or occupying space within the Project or with whom Lessor 
is then negotiating for the lease or occupancy of space within the Project;

         (v)   Lessee is in default under this Lease at the time Lessee 
requests consent to the proposed Transfer; or 

         (vi)  The proposed Transfer will result in more than a reasonable 
and safe number of occupants per floor within the space proposed to be 
Transferred or will result in insufficient parking for the Building.

     g.  Intentionally omitted.

     h.  CORPORATIONS AND PARTNERSHIPS.  If Lessee is a partnership, a 
withdrawal or substitution (whether voluntary, involuntary, or by operation 
of law and whether occurring at one time or over a period of time) of any 
partner(s) owning twenty-five percent (25%) or more of the partnership, any 
assignment(s) of twenty-five percent (25%) or more (cumulatively) of any 
interest in the capital or profits of the partnership, or the dissolution of 
the partnership shall be deemed a Transfer of this Lease. Subject to the 
provisions of Article 13.a. above, if Lessee is a corporation, limited 
liability company or other entity, any dissolution, merger, consolidation or 
other reorganization of Lessee, any sale or transfer (or cumulative sales or 
transfers) of the capital stock of or equity interests in Lessee in excess of 
twenty-five percent (25%) or any sale (or cumulative sales) of more than 
fifty percent (50%) of the value of the assets of Lessee shall be deemed a 
Transfer of this Lease. This subsection 13.h. shall not apply to corporations 
the capital stock of which is publicly traded.

     i.  ATTORNEYS' FEES AND COSTS.  Lessee shall pay, as additional rent, 
Lessor's actual costs and attorneys' fees incurred for reviewing, 
investigating, processing and/or documenting any requested Transfer, whether 
or not Lessor's consent is granted.


                                      -16-
<PAGE>

     j.  MISCELLANEOUS.  Regardless of Lessor's consent, no Transfer shall 
release Lessee of Lessee's obligations under this Lease or alter the primary 
liability of Lessee to pay the Rentals and to perform all other obligations 
to be performed by Lessee hereunder.  The acceptance of Rentals by Lessor 
from any other person shall not be deemed to be a waiver by Lessor of any 
provision hereof.  Upon default by any assignee of Lessee or any successor of 
Lessee in the performance of any of the terms hereof, Lessor may proceed 
directly against Lessee without the necessity of exhausting remedies against 
said assignee or successor.  Lessor may consent to subsequent assignments or 
subletting of this Lease or amendments or modifications to this Lease with 
any assignee of Lessee, without notifying Lessee, or any successor of Lessee, 
and without obtaining its or their consent thereto and such action shall not 
relieve Lessee of liability under this Lease.

     k.  REASONABLE PROVISIONS.  Lessee acknowledges that, but for Lessee's 
identity, financial condition and ability to perform the obligations of 
Lessee under the Lease, Lessor would not have entered into this Lease nor 
demised the Premises in the manner set forth in this Lease, and that in 
entering into this Lease, Lessor has relied specifically on Lessee's 
identity, financial condition, responsibility and capability of performing 
the obligations of Lessee under the Lease.  Lessee acknowledges that Lessor's 
rights under this Article 13, including, without limitation, the right to 
withhold consent to certain Transfers in Lessor's sole and absolute 
discretion, are reasonable, agreed upon and bargained for rights of Lessor 
and that the Rentals set forth in the Lease have taken into consideration 
such rights.  Lessee expressly agrees that the provisions of this Article 13 
are not unreasonable standards or conditions for purposes of Section 
1951.4(b)(2) of the California Civil Code, as amended from time to time, 
under the Federal Bankruptcy Code or for any other purpose.

14.  HOLD HARMLESS.  Lessee shall to the fullest extent permitted by law, 
indemnify, defend with counsel acceptable to Lessor, and hold Lessor and 
Lessor's employees, agents, partners, officers, directors and shareholders 
harmless from and against any and all claims, damages, losses, liabilities, 
penalties, judgments, and costs and expenses (including, without limitation, 
attorneys' fees) and any suit, action or proceeding brought pursuant thereto 
(collectively, "Claims"), including, without limitation, Claims for property 
damage, or personal injury including death, arising out of (i) Lessee's use 
of the Premises or any part thereof, or any activity, work or other thing 
done by Lessee or any of Lessee's Agents in the Premises, (ii) any activity, 
work or other thing done or permitted by Lessee or any of Lessee's Agents in 
the Premises, or any part thereof, (iii) any breach or default in the 
performance of any obligation on Lessee's part to be performed under the 
terms of this Lease, (including, without limitation, a failure to maintain 
insurance as provided in Article 16), or (iv) any negligence or wilful 
misconduct of Lessee or Lessee's Agents; provided, however, that Lessee shall 
not be required to indemnity Lessor pursuant hereto for Claims to the extent 
(1) arising as a result of Lessor's default under this Lease, or the 
negligence or wilful misconduct of Lessor or any of Lessor's employees, 
agents or contractors, and (2) not covered by the insurance required to be 
maintained by Lessee pursuant to this Lease.

     The indemnity herein shall extend to the costs and expenses incurred by 
Lessor for administrative expenses, consultant fees, expert costs, 
investigation expenses and costs incurred in settling indemnified claims, 
whether such costs occurred before or after any litigation is commenced.  The 
obligations of Lessee pursuant to this Article 14 and elsewhere in this Lease 
with respect to indemnification of Lessor shall survive the Lease 
Termination and shall continue in effect until any and all claims, actions or 
causes of action with respect to any of the matters indemnified against are 
fully and finally barred by the applicable statute of limitations.  In no 
event shall any of insurance provisions set forth in Article 16 of this Lease 
be construed as any limitation on the scope of indemnification set forth 
herein.

     Lessee as a material part of the consideration to Lessor hereby assumes 
all risk of damage or loss to property or injury or death to person in, upon 
or about all portions of the Project from any cause except as hereinafter 
stated.  Lessor or its agents shall not be liable for any damage or loss to 
property entrusted to employees of any part of the Project nor for loss or 
damage to any property by theft or otherwise, nor for any injury or death or 
damage or loss to persons or property resulting from any accident, casualty 
or condition occurring in or about any portion of the Project, or to any 
equipment, appliances or fixtures therein, or from any other cause 
whatsoever. Lessee's assumption of risk and the exculpation of Lessor 
pursuant hereto is unqualified with the single exception that it shall not 
apply to, and Lessor shall indemnify, defend and hold harmless Lessee from 
and against, the portion of any claim, damage or loss to the extent arising 
out of Lessor's default under this Lease or the negligence or willful 
misconduct of Lessor or any of Lessor's employees, agents or contractors, and 
not covered by the insurance required to be maintained by Lessee pursuant to 
this Lease.  Lessor or its agents shall not be liable for interference with 
the light or other incorporeal hereditaments, nor shall Lessor be liable for 
any latent defect in the Premises or in the Building.  Notwithstanding any 
other provision of this Lease, in no event shall Lessor have any liability 
for loss of business (including, without limitation, lost profits) by Lessee. 
Lessee shall give prompt written notice to Lessor in case of fire or 
accidents in the Premises or in the Building or of defects therein or in the 
fixtures or equipment.

     If, by reason of any act or omission of Lessee or Lessee's Agents, 
Lessor is made a party defendant to any litigation concerning this Lease or 
any part of the Project or otherwise, Lessee shall indemnify, defend with 
counsel acceptable to Lessor, and hold Lessor harmless from any liability and 
damages incurred by (or threatened against) Lessor as a party defendant, 
including without limitation all damages, costs and expenses, including 
attorneys' fees.

15.  SUBROGATION.  Notwithstanding anything to the contrary contained in this 
Lease, Lessor releases Lessee and Lessee's officers, directors, agents, 
employees, partners and shareholders from any and all claims or demands for 
damages, loss, expense or injury arising out of any perils to the extent 
covered by first party property damage insurance carried by Lessor (or which 
would have been so covered if Lessor had maintained the first party property 
damage insurance required to be maintained by Lessor pursuant to this Lease), 
or that are due to the negligence of Lessee or Lessee's officers, directors, 
agents, employees, partners and shareholders and regardless of cost or origin, 
to the extent such waiver is permitted by Lessor's insurers and does not 
prejudice the insurance required to be carried by Lessor under this Lease. 
Lessee releases Lessor and Lessor's officers, directors, agents,

                                      -17-


<PAGE>

employees, partners and shareholders from any and all claims or demands for 
damages, loss, expense or injury arising out of any perils to the extent 
covered by the first party property damage insurance carried by Lessee (or 
which would have been so covered if Lessee had maintained the first party 
property damage insurance required to be maintained by Lessee pursuant to 
this Lease), whether due to the negligence of Lessor or its officers, 
directors, agents, employees, partners and shareholders and regardless of 
cost or origin, to the extent such waiver is permitted by Lessee's insurers 
and does not prejudice the insurance required to be carried by Lessee under 
this Lease.  Lessor and Lessee shall each use reasonable efforts to seek to 
obtain insurance provider approval of the waiver set forth herein and each 
party shall promptly notify the other in the event it is unable to obtain 
such approval.

16.  LESSEE'S INSURANCE.

     a.  Lessee shall, at Lessee's expense, obtain and keep in force during 
the Term a policy of commercial general liability insurance, including the 
broad form endorsement, insuring Lessor and Lessee against any liability 
arising out of the ownership, use, occupancy, maintenance, repair or 
improvement of the Premises and all areas appurtenant thereto.  Such 
insurance shall provide single limit liability coverage of not less than 
Three Million Dollars ($3,000,000.00) per occurrence for bodily injury or 
death and property damage.  Such insurance shall name Lessor and, at Lessor's 
request, Lessor's mortgagee, each as an additional insured, and shall provide 
that Lessor and any such mortgagee, although an additional insured, may 
recover for any loss suffered by Lessor or Lessor's agents by reason of 
Lessee's or Lessee's Agent's negligence.  All such insurance shall be primary 
and non-contributing with respect to any insurance maintained by Lessor and 
shall specifically insure Lessee's performance of the indemnity and hold 
harmless agreements contained in Article 14 above although Lessee's 
obligations pursuant to Article 14 shall not be limited to the amount of any 
insurance required of or carried by Lessee under this Article 16 and Lessee 
is responsible for ensuring that the amount of liability insurance carried by 
Lessee is sufficient for Lessee's purposes. Lessee may carry said insurance 
under a blanket policy provided that such policy conforms with the 
requirements specified in this Article and the coverage afforded Lessor is 
not diminished thereby.

     b.  Lessee acknowledges and agrees that insurance coverage carried by 
Lessor will not cover Lessee's property within the Premises or within the 
Building.  Lessee shall, at Lessee's expense, obtain and keep in force during 
the Term a policy of "All Risk" property insurance, including without 
limitation, coverage for earthquake and flood (at Lessee's option); boiler 
and machinery (if applicable); sprinkler damage; vandalism; malicious 
mischief; and demolition, increased cost of construction and contingent 
liability from changes in building laws on all leasehold improvements 
installed in the Premises by Lessee at its expense (if any), and on all 
equipment, trade fixtures, inventory, fixtures and personal property located 
on or in the Premises, including improvements or fixtures hereinafter 
constructed or installed on the Premises.  Such insurance shall be in an 
amount equal to the full replacement cost of the aggregate of the foregoing 
and shall provide coverage comparable to the coverage in the Standard ISO All 
Risk form, when such form is supplemented with the coverage required above.

     c.  If Lessee fails to procure and maintain any insurance required to be 
procured and maintained by Lessee pursuant to this Lease, Lessor may, but 
shall not be required to, procure and maintain all or any portion of the same, 
at the expense of Lessee.  Lessor's election pursuant to this subsection 
16.c. to procure and maintain all or any portion of the insurance which 
Lessee fails to procure and maintain is acknowledged by Lessee to be for 
Lessor's sole benefit.  Lessee acknowledges that any insurance procured and 
maintained by Lessor pursuant to this subsection 16.c. may not be sufficient 
to adequately protect Lessee.  Any personal property insurance procured and 
maintained by Lessor for Lessee's equipment, trade fixtures, inventory, 
fixtures and personal property located on or in the Premises, including 
improvements or fixtures hereinafter constructed or installed on the 
Premises, may not sufficiently cover the replacement cost thereof.  Any 
insurance procured and maintained by Lessor pursuant to this subsection 16.c. 
may provide for less coverage than is required to be maintained by Lessee 
pursuant to this Lease. Lessee acknowledges and agrees that Lessee is and 
shall remain solely responsible for procuring insurance sufficient for 
Lessee's purposes, notwithstanding the fact that Lessor has procured or 
maintained any insurance pursuant to this subsection 16.c. Any insurance 
required to be maintained by Lessee hereunder shall be in companies with a 
security rating of A or better, and a financial size category rating of X or 
better, in the then most recently published "Best's Insurance Guide".  Prior 
to occupancy of the Premises (and thereafter annually with respect to 
renewals, not later than thirty (30) days prior to expiration of then 
existing policies), Lessee shall deliver to Lessor copies of the policies of 
insurance required to be kept by Lessee hereunder, or certificates evidencing 
the existence and amount of such insurance, with evidence satisfactory to 
Lessor of payment of premiums.  No policy shall be cancelable or subject to 
reduction of coverage except after thirty (30) days prior written notice to 
Lessor.

     d.  Not more frequently than once every year, Lessee shall increase the 
amounts of insurance as reasonably recommended by Lessor's insurance broker 
provided that the amount of insurance recommended by such broker shall not 
exceed the amount customarily required of tenants in comparable projects 
located in San Mateo, California.  Any limits set forth in this Lease on the 
amount or type of coverage required by Lessee's insurance shall not limit the 
liability of Lessee under this Lease.

     e.  As an item of Building Service Expenses, Lessor hereby agrees to 
maintain in effect during the Term of this Lease a policy or policies of "all 
risk" insurance (or its then equivalent coverage) in an amount not less than 
the replacement cost of the Building (exclusive of footings, foundations and 
excavation) and Lessor shall also have the right (but not the obligation) to 
maintain such other insurance coverages in such other amounts as Lessor 
determines to be appropriate.

17.  SERVICES AND UTILITIES.  Provided that Lessee is not in default 
hereunder and subject to the rules and regulations of the Building of which 
the Premises are a part, Lessor agrees to furnish to the Premises during the 
hours of 7:00 a.m. to 6:00 p.m., Monday through Friday, other than recognized 
Building holidays (collectively, "Building Hours"), heating and 
air-conditioning service which is required in Lessor's good faith judgment 
for the comfortable use and occupation of the Premises, and at all times 
electricity for normal lighting, water and elevator

                                      -18-

<PAGE>

service which are required in Lessor's good faith judgment for the 
comfortable use and occupation of the Premises. During recognized business 
days for the Building, and subject to the reasonable rules and regulations of 
the Building and Project, Lessor shall furnish to the Premises and the Common 
Areas, janitorial service consistent with the standards of janitorial service 
provided to tenants in comparable buildings in the San Mateo/Foster City 
area, window washing, fluorescent tube replacement and toilet supplies; 
provided, however, Lessor shall not be required to provide janitorial 
services for any portion of the Premises to the extent required as a result 
of the preparation or consumption of food or beverages (provided that nothing 
in this paragraph shall be construed as a consent by Lessor to the 
preparation or consumption of such food or beverages unless otherwise 
expressly provided elsewhere in this Lease).  Lessor shall also maintain and 
keep lighted during such hours and after-hours (at levels sufficient for 
after-hours usage) the common stairs, common entries and toilet rooms in the 
Building.  Lessor shall not be liable for, and Lessee shall not be entitled 
to, any reduction of Rentals by reason of Lessor's failure to furnish any of 
the foregoing when such failure is caused by casualty, Act of God, accident, 
breakage, repairs, strikes, lockouts or other labor disturbances or labor 
disputes of any character, or by any other cause, similar or dissimilar, 
beyond the reasonable control of Lessor.  Lessor shall not be liable under 
any circumstances for injury to or death of or loss or damage to persons or 
property or damage to Lessee's business, however occurring, through or in 
connection with or incidental to failure to furnish any of the foregoing.  
Wherever heat generating machines or equipment are used in the Premises which 
affect the temperature otherwise maintained by the air conditioning system, 
Lessor reserves the right to install supplementary air conditioning units in 
the Premises and the cost thereof, including the cost of installation and the 
cost of operation and maintenance thereof, shall be paid by Lessee to Lessor 
upon demand by Lessor as additional rent.  The costs of all utilities and 
services furnished by Lessor to Lessee pursuant to this Article 17 which are 
not specified as being reimbursed or paid directly by Lessee shall be 
included as items of Building Operating Expenses.

     Lessee will not, without the prior written consent of Lessor, use or 
permit the use of any apparatus or device in or upon the Premises (including, 
but without limitation thereto, machines using in excess of 120 volts), which 
will in any way increase the amount of gas, electricity or water usually 
furnished or supplied for the use of the Premises as general office space 
(which, as to electricity consumption, the parties hereby agree to mean not 
more than four (4) watts per square foot of usable area on a demand load 
basis); nor will Lessee connect or permit connection of any apparatus or 
device for the purpose of using gas, electric current or water with electric 
current, gas or water supply lines, except for electricity through existing 
electrical outlets in the Premises.  If Lessee requires water or electric 
current in excess of that usually furnished or supplied for the use of the 
Premises as general office space (including, without limitation, as a result 
of use at times other than during Building Hours), Lessee shall first procure 
the written consent of Lessor to the use thereof (which consent may be 
granted or withheld in Lessor's reasonable discretion, except that no such 
consent shall be required for mere operation by Lessee during times other 
than Building Hours) and Lessor may cause a water or gas meter or electric 
current meter to be installed in the Premises so as to measure the amount of 
water, gas and electric current consumed for any such use. The cost of any 
such meters and of installation, maintenance and repair thereof shall be paid 
for by the Lessee and Lessee agrees to pay to Lessor, as additional rent, 
promptly upon demand therefor by Lessor for all such water, gas and electric 
current consumed as shown by said meters, at the rates charged for such 
services by the local public utility furnishing the same, plus any additional 
expense incurred in keeping account of the water, gas and electric current so 
consumed.  If a separate meter is not installed, such excess cost for such 
water, gas and electric current will be conclusively established by an 
estimate made by a utility company or electrical engineer selected by Lessor.

     If requested by Lessee in writing at least one (1) business day in 
advance, heating, ventillation and air conditioning ("HVAC") service shall be 
provided to the Premises other than during Building Hours (for a minimum 
period of three (3) consecutive hours at a time, except for after-hours HVAC 
service immediately following Building Hours, at which time the minimum 
period shall be one (1) hour), provided that Lessee shall pay to Lessor for 
each such hour of HVAC service during non-Building Hours, the then prevailing 
charge by Lessor for such service (which shall equal Lessor's determination 
in Lessor's reasonable business judgment of the actual cost of providing such 
non-Building Hours HVAC service, including, without limitation, costs of 
maintenance, labor and administration), which is presently Thirty-Five 
Dollars ($35.00) per hour per zone.  Amounts payable by Lessee hereunder 
shall be paid as additional rent within thirty (30) days following Lessee's 
receipt of Lessor's billing therefor.  However, if Lessee requires 
twenty-four (24) hour per day HVAC service, Lessor shall have the right to 
install a separate meter, at Lessee's expense, to measure such usage, and 
Lessee shall be responsible for all costs of such non-Building Hours usage in 
accordance herewith.

     Notwithstanding anything to the contrary contained in this Lease, during 
the Term of the Lease, if Lessee is actually prevented from using all or a 
material portion of the Premises as a result of an interruption in essential 
utility services to the Premises which is solely the fault of Lessor or 
Lessor's employees, agents or contractors, which prevention from use is not 
cured within seven (7) consecutive days following Lessor's receipt of written 
notice thereof from Lessee stating Lessee's intent to receive an abatement, 
then monthly Base Rent and Lessee's obligation for payment of Lessee's 
Percentage Share of Excess Expenses shall thereafter be equitably abated 
based upon the portion of the Premises which Lessee is so prevented from 
using, until and to the extent that Lessee is no longer so prevented from 
using such portion of the Premises as a result of the applicable interruption 
in essential utility services. Notwithstanding the foregoing, the provisions 
of Article 21 below and not the provisions of this paragraph shall govern in 
the event of casualty damage to the Premises or Project and the provisions of 
Article 24 below and not the provisions of this paragraph shall govern in the 
event of condemnation of all or a part of the Premises or Project.

18.  RULES AND REGULATIONS.  Lessee shall faithfully observe and comply with 
the rules and regulations that Lessor shall from time to time promulgate for 
the Building and the Project. Lessor reserves the right from time to time to 
make all reasonable modifications to said rules and regulations; provided 
that any modification of the rules and regulations attached hereto as Exhibit 
"D" shall be reasonable, shall not materially interfere with Lessee's use of 
the Premises or Lessee's parking rights under this Lease, and shall not 
materially increase the obligations or materially decrease the rights of 
Lessee as set forth in this Lease. The additions and modifications to these 
rules and regulations shall be binding upon Lessee upon delivery of a copy 
of them to Lessee. Lessor shall not be responsible


                                      -19-

<PAGE>

to Lessee for the non-performance of any said rules by any other tenants or 
occupants.  The current "Rules and Regulations" are attached hereto as 
Exhibit "D".  In the event of a conflict between the specific provisions of 
this Lease and such Rules and Regulations, the specific provisions of this 
Lease shall prevail.

19.  HOLDING OVER.  If Lessee remains in possession of the Premises or any 
part thereof after Lease Termination, with the express written consent of 
Lessor, such occupancy shall be a tenancy from month to month at a Base Rent 
in the amount of one hundred fifty percent (150%) of the Base Rent in effect 
immediately preceding such Lease Termination, plus all other rental charges 
payable hereunder, and upon all the terms hereof applicable to a month to 
month tenancy.  In such case, either party may thereafter terminate this 
Lease at any time upon giving not less than thirty (30) days written notice 
to the other party.  For any possession of the Premises after the Lease 
Termination without Lessor's consent, Lessee shall be liable for all 
detriment proximately caused by Lessee's possession, including without 
limitation, attorneys' fees, costs and expenses, claims of any succeeding 
tenant founded on Lessee's failure to vacate and for payment to Lessor of 
Base Rent in an amount equal to the greater of (a) one hundred fifty percent 
(150%) of the Base Rent in effect immediately preceding such Lease 
Termination, or (b) the fair market rental value for the Base Rent for the 
Premises, together with such other Rentals provided in this Lease to the date 
Lessee actually vacates the Premises, and such other remedies as are provided 
by law, in equity or under this Lease.

20.  ENTRY BY LESSOR.  Lessor reserves and shall at any and all reasonable 
times have the right to enter the Premises, inspect the same, supply 
janitorial service and any other service to be provided by Lessor to Lessee 
hereunder, to submit said Premises to prospective purchasers, mortgagees, 
lenders or tenants, to post notices of nonresponsibility, and to alter, 
improve or repair the Premises and any portion of the Building that Lessor 
may deem necessary or desirable, without any abatement of Rentals, and may 
for such purposes erect scaffolding and other necessary structures where 
reasonably required by the character of the work to be performed, provided 
that the entrance to the Premises shall not be unreasonably blocked thereby, 
and further provided that the business of the Lessee shall not be interfered 
with unreasonably.  Lessor shall use reasonable efforts to provide Lessee 
with such prior oral or written notice of any such entry as is reasonably 
practicable under the circumstances, except in the event of an emergency or 
entry for scheduled provision of services to the Premises.  In no event shall 
Lessor have any liability to Lessee for, and Lessee hereby waives any claim 
for, damages or for any injury or inconvenience to or interference with 
Lessee's business, any loss of occupancy or quiet enjoyment of the Premises, 
and any other damage or loss occasioned thereby.  For each of the aforesaid 
purposes, Lessor shall at all times have and retain a key with which to 
unlock all of the doors in, upon and about the Premises, excluding Lessee's 
vaults, safes and files, and Lessor shall have the right to use any and all 
means which Lessor may deem proper to open said doors in an emergency in 
order to obtain entry to the Premises, without liability to Lessee except for 
any failure to exercise due care for Lessee's property under the 
circumstances of each entry.  Any entry to the Premises obtained by Lessor by 
any of said means or otherwise shall not under any circumstances be construed 
or deemed to be a forcible or unlawful entry into, or a detainer of, the 
Premises, or an eviction of Lessee from the Premises or any portion thereof. 
With respect to any entry by Lessor into the Premises, Lessor shall be liable 
to Lessee solely for physical damage caused to Lessee's personal property 
located within the Premises to the extent such damage is caused by Lessor's 
active negligence or willful misconduct and which is not covered by the 
insurance required to be maintained by Lessee pursuant to this Lease, and 
only with respect to an entry in an non-emergency situation.

21.  RECONSTRUCTION.  If the Premises are damaged and rendered substantially 
untenantable, or if the Building is damaged (regardless of damage to the 
Premises) or destroyed, Lessor may, within ninety (90) days after the 
casualty, notify Lessee of Lessor's election not to repair, in which event 
this Lease shall terminate at the expiration of the ninetieth (90th) day.  If 
Lessor elects to repair the damage or destruction, this Lease shall remain in 
effect and the then current Base Rent and Lessee's Percentage Share of Excess 
Expenses shall be proportionately reduced during the period of repair.  The 
reduction shall be based upon the extent to which the making of repairs 
interferes with Lessee's business conducted in the Premises, as reasonably 
determined by Lessor.  All other Rentals due hereunder shall continue 
unaffected, and Lessee shall have no claim against Lessor for compensation 
for inconvenience or loss of business during any period of repair or 
reconstruction.  Lessee shall continue the operation of its business on the 
Premises during any period of reconstruction or repair to the extent 
reasonably practicable from the standpoint of prudent business management.  
Upon Lessor's election to repair, Lessor shall diligently repair the damage to 
the extent of insurance proceeds available to Lessor.  Lessor shall not be 
required to repair or replace, whether injured or damaged by fire or other 
cause, any items required to be insured by Lessee under this Lease including 
Lessee's fixtures, equipment, merchandise, personal property, inventory, 
panels, decoration, furniture, railings, floor covering, partitions or any 
other improvements, alterations, additions, or property made or installed by 
Lessee to the Premises.  Lessee hereby waives all claims for loss or damage 
to the foregoing.  Lessee waives any rights to terminate this Lease if the 
Premises are damaged or destroyed, including without limitation any rights 
pursuant to the provisions of Subdivision 2 of Section 1932 and Subdivision 4 
of Section 1933 of the Civil Code of California, as amended from time to 
time, and the provisions of any similar law hereinafter enacted.  If the 
Lease is terminated by Lessor pursuant to this Article 21, the unused balance 
of the Security Deposit and any Rentals unearned as of the effective date of 
termination shall be refunded to Lessee. Lessee shall pay to Lessor any 
Rentals or other charges due Lessor under the Lease, prorated as of the 
effective date of termination.

     Notwithstanding the foregoing, if less than thirty-three percent (33%) 
of the Rentable Area of the Building is damaged from an insured casualty and 
the insurance proceeds actually available to Lessor for reconstruction (net 
of costs to recover such proceeds and after all claimants thereto including 
lienholders have been satisfied or waive their respective claims) plus 
applicable deductible amounts under such insurance policies ("Net Insurance 
Proceeds") are sufficient to completely restore the Building or in the event 
of a casualty due to a cause which is not covered by the insurance 
maintained by Lessor (and which would not have been so covered if Lessor had 
maintained the insurance required to be maintained by Lessor pursuant to this 
Lease) but costing less than $500,000 to repair, Lessor agrees to make such 
reparations and continue this Lease in effect. If, upon damage of less than 
thirty-three percent (33%) of the Rentable Area of the Building there are not 
sufficient insurance proceeds actually available (when added to 


                                      -20-

<PAGE>

applicable deductible amounts) to allow Lessor to completely restore the 
Building, or in the event of a casualty due to a cause which is not covered 
by the insurance maintained by Lessor (and which would not have been so 
covered if Lessor had maintained the insurance required to be maintained by 
Lessor pursuant to this Lease) but costing $500,000 or more to repair, then 
Lessor shall not be obligated to repair the Building and the provisions of 
the first paragraph of this Article shall control.  Notwithstanding anything 
to the contrary contained in this Article, Lessor shall not be permitted to 
terminate this Lease following casualty damage to portions of the Project 
other than the Premises unless Lessor also concurrently terminates the leases 
of all similarly affected Building tenants.

     Lessee shall not be entitled to any compensation or damages from Lessor 
for loss of the use of the whole or any part of the Premises, or for any 
damage to Lessee's business, or any inconvenience or annoyance occasioned by 
such damage, or by any repair, reconstruction or restoration by Lessor, or by 
any failure of Lessor to make any repairs, reconstruction or restoration 
under this Article or any other provision of this Lease.  However, 
notwithstanding anything to the contrary contained in this Lease, in the 
event of material casualty damage to the Premises not resulting in 
termination of this Lease, Lessor shall deliver written notice to Lessee 
within ninety (90) days following such casualty damage or occurrence setting 
forth Lessor's good faith estimate of the time required for completion of 
repair and/or restoration of the Premises, and if such estimated time exceeds 
two hundred seventy (270) days from the occurrence of the casualty, Lessee 
may elect to terminate this Lease by written notice to Lessor within fifteen 
(15) days following Lessee's receipt of such notice.  In addition, if such 
repair is not substantially completed so as to permit Lessee's resumption of 
business from the Premises without material interference from any uncompleted 
repair work within two hundred forty (240) days from the occurrence of the 
casualty (or such longer period as may have been estimated in Lessor's 
written notice to Lessee pursuant hereto), then Lessee shall thereafter have 
the right to terminate this Lease upon thirty (30) days prior written notice 
to Lessor (provided that if such repair work is so substantially completed 
prior to the expiration of such thirty (30) day period, then Lessee's 
election to terminate shall be nullified and this Lease shall continue in 
full force and effect).

22.  DEFAULT.  The occurrence of any one or more of the following events 
shall constitute a material default and breach of this Lease by Lessee:

     a.  Lessee's failure to pay when due Base Rent or any other Rentals or 
other sums payable hereunder where such failure is not cured within five (5) 
days following Lessor's delivery of written notice thereof (which notice 
shall be in lieu of, and not in addition to, any notice required under 
applicable laws, including, without limitation, notices required under 
California Code of Civil Procedure Section 1161 or any similar or successor 
statute, provided such notice is served in the manner required under 
California Code of Civil Procedure Section 1162 or any successor statute);

     b.  Lessee's abandonment of the Premises;

     c.  Commencement, and continuation for at least thirty (30) days, of any 
case, action, or proceeding by, against, or concerning Lessee, or any 
guarantor of Lessee's obligations under this Lease ("Guarantor"), under any 
federal or state bankruptcy, insolvency, or other debtor's relief law, 
including without limitation, (i) a case under Title II of the United States 
Code concerning Lessee, or a Guarantor, whether under Chapter 7, 11, or 13 of 
such Title or under any other Chapter, or (ii) a case, action, or proceeding 
seeking Lessee's or a Guarantor's financial reorganization or an arrangement 
with any of Lessee's or a Guarantor's creditors;

     d.  Voluntary or involuntary appointment of a receiver, trustee, keeper, 
or other person who takes possession for more than thirty (30) days of 
substantially all of Lessee's or a Guarantor's assets, or of any asset used 
in Lessee's business on the Premises, regardless of whether such appointment 
is as a result of insolvency or any other cause;

     e.  Execution of an assignment for the benefit of creditors of 
substantially all assets of Lessee or a Guarantor available by law for the 
satisfaction of judgment creditors;

     f.  Commencement of proceedings for winding up or dissolving (whether 
voluntary or involuntary) the entity of Lessee or a Guarantor, if Lessee or 
such Guarantor is a corporation, partnership, limited liability company or 
other entity;

     g.  Levy of a writ of attachment or execution on Lessee's interest under 
this Lease, if such writ continues for a period of ten (10) days;

     h.  Intentionally omitted;

     i.  With respect to any report that Lessee is required to submit 
hereunder, the wilful submission by Lessee of a report which Lessee knows to 
be materially inaccurate;

     j.  The use or occupancy of the Premises for any use or purpose not 
specifically allowed by the terms of this Lease; or

     k.  Breach by Lessee of any term, covenant, condition, warranty, or 
provision contained in this Lease or of any other obligation owing or due to 
Lessor other than as described in subsections 22.a., b., c., d., e., f., g., 
h., i. or j. of this Article 22, where such failure shall continue for a 
period of thirty (30) days after written notice thereof by Lessor to Lessee; 
provided, however, that if the nature of Lessee's default is such that more 
than thirty (30) days are reasonably required for its cure, Lessee shall not 
be deemed to be in default if Lessee commences such cure within said thirty 
(30) day period and thereafter diligently prosecutes such cure to completion, 
and if Lessee provides Lessor with such security as Lessor may require to 
fully compensate Lessor for any loss or liability to which

                                      -21-

<PAGE>

Lessor might be exposed; provided that any such notice from Lessor shall be 
in lieu of, and not in addition to, any notice required under applicable 
laws, including, without limitation, notices required under California Code 
of Civil Procedure Section 1161 or any similar or successor statute, provided 
such notice is served in the manner required under California Code of Civil 
Procedure Section 1162 or any successor statute.

23.  REMEDIES UPON DEFAULT.  Upon any default or breach by Lessee which is 
not cured within any applicable period for cure provided for in Article 22 
above, at any time thereafter, with or without notice or demand, and without 
limiting Lessor in the exercise of any right or remedy which Lessor may have 
hereunder or otherwise at law or in equity by reason of such default or 
breach Lessor may do the following:

     a.  TERMINATION OF LEASE.  Lessor may terminate this Lease by notice to 
Lessee or any other lawful means, in which case this Lease shall terminate 
and Lessee shall immediately surrender possession of the Premises to Lessor.  
In such event Lessor shall be entitled to recover from Lessee:

         (i)    The worth at the time of award of the unpaid Rentals which 
had been earned at the time of termination; 

         (ii)   The worth at the time of award of the amount by which the 
unpaid Rentals which would have been earned after termination until the time 
of award exceeds the amount of such rental loss that Lessee proves could have 
been reasonably avoided;

         (iii)  The worth at the time of award (computed by discounting at 
the discount rate of the Federal Reserve Bank of San Francisco at the time of 
award plus one percent) of the amount by which the unpaid Rentals for the 
balance of the Term after the time of award exceeds the amount of such rental 
loss that Lessee proves could be reasonably avoided; and

         (iv)   Any other amounts necessary to compensate Lessor for 
detriment proximately caused by the default by Lessee or which in the 
ordinary course of events would likely result, including without limitation 
the reasonable costs and expenses incurred by Lessor for:

                (A)  Retaking possession of the Premises;

                (B)  Cleaning and making repairs and alterations (including 
installation of leasehold improvements, whether or not the same shall be 
funded by a reduction of rent, direct payment or otherwise) necessary to 
return the Premises to good condition and preparing the Premises for 
reletting;

                (C)  Removing, transporting, and storing any of Lessee's 
property left at the Premises (although Lessor shall have no obligation to 
remove, transport, or store any of the property);

                (D)  Reletting the Premises, including without limitation, 
brokerage commissions, advertising costs, and attorneys' fees;

                (E)  Attorneys' fees, expert witness fees and court costs;

                (F)  Any unamortized real estate brokerage commissions paid 
in connection with this Lease; and 

                (G)  Costs of carrying the Premises, such as repairs, 
maintenance, taxes and insurance premiums, utilities and security 
precautions, if any.

     The "worth at the time of award" of the amounts referred to in Articles 
23.a.(i) and 23.a.(ii) is computed by allowing interest at an annual rate 
equal to the greater of: ten percent (10%); or five percent (5%) plus the 
rate established by the Federal Reserve Bank of San Francisco, as of the 25th 
day of the month immediately preceding the default by Lessee, on advances to 
member banks under Section 13 and 13(a) of the Federal Reserve Act, as then 
in effect or hereafter from time to time amended (the "Stipulated Rate").  
The computation of the amount of rental loss that could be or could have been 
reasonably avoided by Lessor pursuant to California Civil Code section 1951.2 
shall take into account the use restrictions set forth in Article 8.a. above 
except to the extent that Lessee proves that under all circumstances the 
enforcement of the use restriction would be unreasonable.

     b.  CONTINUATION OF LEASE.  Lessor shall have the remedy described in 
California Civil Code Section 1951.4 (Lessor may continue Lease in effect 
after Lessee's breach and abandonment and recover rent as it becomes due, if 
Lessee has right to sublet or assign, subject only to reasonable 
limitations), the parties hereby agreeing and acknowledging that Lessee has 
the right to sublet or assign under this Lease subject only to reasonable 
limitations. The use restriction provided in Article 8.a. above shall apply 
to Lessor's remedies under California Civil Code Section 1951.4 except to the 
extent that Lessee proves that under all circumstances enforcement of the 
use restriction would be unreasonable.

     c.  OTHER REMEDIES.  Lessor may pursue any other remedy now or hereafter 
available to Lessor under the laws or judicial decisions of the State in 
which the Premises are located.

     d.  GENERAL.  The following shall apply to Lessor's remedies:

         (i)   No entry upon or taking of possession of the Premises or any 
part thereof by Lessor, nor any letting or subletting thereof by Lessor for 
Lessee, not any appointment of a receiver, nor any other act of Lessor, 
whether acceptance of keys to the Premises or otherwise, shall constitute or 
be construed as an election by Lessor to

                                      -22-

<PAGE>

terminate this Lease or Lessee's right to possession of the Premises unless a 
written notice of such election be given to Lessee by Lessor.

         (ii)    If Lessor elects to terminate this Lease or Lessee's right to 
possession hereunder, Lessee shall surrender and vacate the Premises in 
broom-clean condition, and Lessor may re-enter and take possession of the 
Premises and may eject all parties in possession or eject some and not others 
or eject none.  Any personal property of or under the control of Lessee 
remaining on the Premises at the time of such re-entry may be considered and 
treated by Lessor as abandoned.

24.  EMINENT DOMAIN.  If a portion of the Premises materially and adversely 
affecting the operation of Lessee's business from the Premises is taken or 
appropriated for any public or quasi-public use under the power of eminent 
domain, or conveyed in lieu thereof, Lessee shall have the right, at its 
option, to terminate this Lease by written notice to Lessor given within ten 
(10) days of the date of such taking, appropriation or conveyance.  If any 
substantial part of the Building or the Project other than the Premises is so 
taken, appropriated or conveyed, Lessor shall have the right at its option to 
terminate this Lease.  Notwithstanding anything to the contrary contained in 
this Article, Lessor shall not be permitted to terminate this Lease following 
condemnation to portions of the Project other than the Premises unless Lessor 
also concurrently terminates the leases of all similarly affected Building 
tenants.  If this Lease is terminated as provided above: (i) the termination 
shall be effective as of the date upon which title to the Premises, the 
Building, the Project, or a portion thereof, passes to and vests in the 
condemnor or the effective date of any order for possession if issued prior 
to the date title vests in the condemnor; (ii) Lessor shall refund to Lessee 
any prepaid but unearned Rentals and the unused balance of the Security 
Deposit; and (iii) Lessee shall pay to Lessor any Rentals or other charges 
due Lessor under the Lease, prorated as of the date of taking.

     In the event of any such taking, appropriation or conveyance in lieu 
thereof, (i) Lessor shall be entitled to the entirety of any and all income, 
rent, award, or any interest therein whatsoever which may be paid or made 
(the "Award") in connection therewith (including, without limitation, any 
Award attributable to the value of any unexpired Term of this Lease), and 
Lessee shall have no claim against Lessor for (and hereby assigns to Lessor 
any claim which Lessee may have for) any Award attributable to the value of 
any unexpired Term of this Lease, and Lessee shall be entitled to make a 
claim for any separate award attributable to any taking of Lessee's trade 
fixtures and any amount allocable to the then unamortized cost of any Lessee 
Improvements made by Lessee at Lessee's cost (based upon monthly straight 
line amortization over the initial eighty-four (84) month Lease Term); and 
(ii) if this Lease is not terminated as provided above, the Rental thereafter 
to be paid hereunder for the Premises shall be reduced in the same ratio that 
the percentage of the area of the Premises so taken, appropriated or conveyed 
bears to the total area of the Premises immediately prior to the taking, 
appropriation or conveyance.  In addition, if any Rentable Area in the 
Building containing the Premises is so taken, appropriated or conveyed and 
this Lease is not terminated by Lessor, Lessee's Percentage Share of Excess 
Expenses shall be adjusted pursuant to Article 7.

     Notwithstanding this Article 24 above, upon a temporary taking of all or 
any portion of the Premises, the Lease shall remain in effect and Lessee 
shall continue to pay and be liable for all Rentals under this Lease.  Upon 
such temporary taking, Lessee shall be entitled to any Award for the 
temporary use of the portion of the Premises taken which is attributable to 
the period prior to the date of Lease Termination, and Lessor shall be 
entitled to any portion of the Award for such use attributable to the period 
after Lease Termination.  As used in this paragraph, a temporary taking shall 
mean a taking for a period of two hundred seventy (270) days or less and does 
not include a taking which is to last for an indefinite period and/or which 
will terminate only upon the happening of a specified event unless it can be 
determined at the time of the taking when such event will occur.

25.  OFFSET STATEMENT; MODIFICATIONS FOR LENDER.  Lessee shall at any time 
and from time to time within fifteen (15) days following request from Lessor 
execute, acknowledge and deliver to Lessor a statement in writing, (i) 
certifying that this Lease is unmodified and in full force and effect (or, if 
modified, stating the nature of such modification and certifying that this 
Lease as so modified is in full force and effect), (ii) acknowledging that 
there are not, to Lessee's knowledge, any uncured defaults on the part of the 
Lessor hereunder, or specifying such defaults if any are claimed, (iii) 
certifying the date Lessee entered into occupancy of the Premises and that 
Lessee is open and conducting business at the Premises, (iv) certifying the 
date to which Rentals and other charges are paid in advance, if any, (v) 
evidencing the status of this Lease as may be required either by a lender 
making a loan affecting or a purchaser of the Premises, or part of the 
Project from Lessor, (vi) certifying that all improvements to be constructed 
on the Premises by Lessor are substantially completed (if applicable), 
except for any punch list items which do not prevent Lessee from using the 
Premises for its intended use, and (vii) certifying such other matters 
relating to this Lease and/or the Premises as may be requested by Lessor or a 
lender making a loan to Lessor or a purchaser of the Premises, or any part of 
the Project from Lessor.  Any such statement may be relied upon by any 
prospective purchaser or encumbrancer of all or any portion of the Project, 
or any interest therein.  Lessee shall, within fifteen (15) days following 
request of Lessor, deliver such other documents including Lessee's financial 
statements as are reasonably requested in connection with the sale of, or 
loan to be secured by, any portion of the Project, or any interest therein; 
provided that if and for so long as Lessee is a corporation whose stock is 
traded on a public exchange, delivery of Lessee's annual 10-K as supplemented 
by an subsequent 10-Q filings with the SEC shall be sufficient to satisfy 
Lessee's requirement for delivery of financial statements pursuant hereto.

     If in connection with obtaining financing for all or any portion of the 
Project, any lender shall request modifications of this Lease as a condition 
to Lessor obtaining such financing, Lessee will not unreasonably withhold, 
delay or condition its consent thereto, provided that such modifications do 
not increase the financial obligations of Lessee hereunder or materially and 
adversely affect the leasehold interest hereby created or Lessee's rights 
hereunder.

26.  PARKING.  Lessee shall have the right to use the number of 
non-exclusive parking spaces located within the Project as designated in 
Article 1.1. without charge during the Term; except, however, notwithstanding 
anything


                                      -23-

<PAGE>

to the contrary contained in this Lease, if a charge, fee, tax or other 
imposition is assessed against Lessor or the Project by applicable 
governmental authorities based upon use of parking spaces at the Project or 
is required by applicable governmental authorities to be assessed by Lessor 
upon users of parking spaces at the Project, then Lessee shall pay its 
equitable share of such charge, fee, tax or other imposition to Lessor 
monthly in advance as additional rent.  Use of all parking spaces shall be 
subject to rules and regulations established by Lessor which may be altered 
at any time and from time to time during the Term.  The location of all 
parking spaces may be designated from time to time by Lessor.  Neither Lessee 
nor Lessee's Agents shall at any time use more parking spaces than the number 
so allocated to Lessee or park or permit the parking of their vehicles in any 
portion of the Parcel not designated by Lessor as a non-exclusive parking 
area.  Lessee and Lessee's Agents shall not have the exclusive right to use 
any specific parking space, except as expressly stated in this Article 26.

     Notwithstanding the number of parking spaces designated for Lessee's 
non-exclusive use, in the event by reason of any rule, regulation, order, 
law, statute or ordinance of any governmental or quasi-governmental authority 
relating to or affecting parking on the Parcel, or any cause beyond Lessor's 
reasonable control, Lessor is required to reduce the number of parking spaces 
on the Parcel, Lessor shall have the right to proportionately reduce the 
number of Lessee's parking spaces and the non-exclusive parking spaces of 
other tenants of the Building.  Lessor reserves the right in its reasonable 
discretion: to determine whether parking facilities are becoming overcrowded 
and in such event to re-allocate parking spaces among Lessee and other 
tenants of the Project provided that there is no reduction in the parking 
made available to Lessee pursuant to this Lease pursuant to Article 1.1. 
above; to have any vehicles owned by Lessee or Lessee's Agents which are 
parked in violation of the provisions of this Article 26 or Lessor's rules 
and regulations relating to parking, towed away at Lessee's cost, after 
having given Lessee reasonable notice.  In the event Lessor elects or is 
required by any law to limit or control parking on the Parcel, by validation 
of parking tickets or any other method, Lessee agrees to participate in such 
validation or other program under such reasonable rules and regulations as 
are from time to time established by Lessor.  Lessor shall have the right to 
close all or any portion of the parking areas at reasonable times for any 
purpose, including, without limitation, the prevention of a dedication 
thereof, or the accrual of rights in any person or the public therein. 
Employees of Lessee shall be required to park in areas designated for 
employee parking, if any.  The parking areas shall not be used by Lessee or 
Lessee's Agents for any purpose other than the parking of motor vehicles and 
the ingress and egress of pedestrians and motor vehicles.

27.  AUTHORITY.  If Lessee is a corporation, partnership, limited liability 
company or other entity, Lessee represents and warrants that each individual 
executing this Lease on behalf of said entity is duly authorized to execute 
and deliver this Lease on behalf of said entity in accordance with a duly 
adopted resolution of the Board of Directors of said corporation or in 
accordance with the by-laws of said corporation or on behalf of said 
partnership in accordance with the partnership agreement of such partnership 
or otherwise on behalf of said entity in accordance with the organizational 
documents governing such entity, and that this Lease is binding upon said 
entity in accordance with its terms.  If Lessee is a corporation or other 
entity, Lessee shall, upon execution of this Lease, deliver to Lessor a 
certified copy of a resolution of the Board of Directors of said corporation 
or other evidence of organizational approval authorizing or ratifying the 
execution of this Lease.  If Lessee fails to deliver such resolution or other 
evidence to Lessor upon execution of this Lease, Lessor shall not be deemed 
to have waived its right to require delivery of such resolution or other 
evidence, and at any time during the Term Lessor may request Lessee to 
deliver the same, and Lessee agrees it shall thereafter promptly deliver such 
resolution or other evidence to Lessor.  If Lessee is a corporation or other 
entity, Lessee hereby represents, warrants, and covenants that (i) Lessee is 
a valid and existing corporation or other entity; (ii) Lessee is qualified to 
do business in California; (iii) all fees and all franchise and corporate 
taxes of Lessee are paid to date, and will be paid when due; (iv) all 
required forms and reports will be filed when due; and (v) the signers of 
this Lease are properly authorized to execute this Lease on behalf of Lessee 
and to bind Lessee hereto.

28.  SURRENDER OF PREMISES.

     a.  CONDITION OF PREMISES.  Lessee shall, upon Lease Termination, 
surrender the Premises in the condition required pursuant to subsection 10.b. 
above, and otherwise in broom clean, trash free, and in the same condition as 
received and with approved Lessee Improvements and Alterations (unless 
required to be removed at the time of approval of such Lessee Improvements or 
Alterations pursuant to this Lease), reasonable wear and tear, and casualties 
and condemnation excepted.  By written notice to Lessee, Lessor may elect to 
cause Lessee to remove from the Premises or cause to be removed, at Lessee's 
expense, any logos, signs, notices, advertisements or displays placed on the 
Premises by Lessee.  If the Premises is not so surrendered as required by 
this Article 28, Lessee shall indemnify, defend and hold harmless Lessor from 
and against any loss or liability resulting from Lessee's failure to comply 
with the provisions of this Article 28, including, without limitation, any 
claims made by any succeeding tenant or losses to Lessor due to lost 
opportunities to lease to succeeding tenants, and the obligations of Lessee 
pursuant hereto shall survive the Lease Termination.

     b.  REMOVAL OF PERSONAL PROPERTY.  Lessee shall remove all its personal 
property from the Premises upon Lease Termination, and shall immediately 
repair all damage to the Premises, Building and Common Area caused by such 
removal. Any personal property remaining on the Premises after Lease 
expiration or sooner termination may be packed, transported, and stored at a 
public warehouse at Lessee's expense. If after Lease Termination and, within 
ten (10) days after written demand by Lessor, Lessee fails to remove Lessee's 
personal property or, if removed by Lessor, fails to pay the removal 
expenses, the personal property may be deemed abandoned property by Lessor 
and may be disposed of as Lessor deems appropriate. Lessee shall repair any 
damage to the Premises caused by or in connection with the removal of any 
personal property, including without limitation, the floor and patch and 
paint the walls, when required by Lessor, to Lessor's reasonable satisfaction, 
all at Lessee's sole cost and expense. The provisions of this Article 28 
shall survive Lease Termination.


                                      -24-

<PAGE>

29.  LESSOR DEFAULT AND MORTGAGEE PROTECTION.  Lessor shall not be in default 
under this Lease unless Lessee shall have given Lessor written notice of the 
breach, and, within thirty (30) days after notice, Lessor has not cured the 
breach or, if the breach is such that it cannot reasonably be cured under the 
circumstances within thirty (30) days, has not commenced diligently to 
prosecute the cure to completion.  The liability of Lessor pursuant to this 
Lease shall be limited to Lessor's interest in the Building and any money 
judgment obtained by Lessee based upon Lessor's breach of this Lease or 
otherwise relating to this Lease or the Premises, shall be satisfied only out 
of the proceeds of the sale or disposition of Lessor's interest in the 
Building (whether by Lessor or by execution of judgment).  Lessee agrees that 
the obligations of Lessor under this Lease do not constitute personal 
obligations of the individual partners, whether general or limited, 
members, directors, officers or shareholders of Lessor, and Lessee shall 
not seek recourse against the individual partners, members, directors, 
officers or shareholders of Lessor or any of their personal assets for 
satisfaction of any liability with respect to this Lease.  Upon any breach by 
Lessor under this Lease, Lessee shall give notice by registered mail to any 
beneficiary or mortgagee of a deed of trust or mortgage encumbering the 
Premises, and/or any portion of the Project, whose address shall have been 
furnished to it, and shall offer such beneficiary or mortgagee a reasonable 
opportunity to cure the breach, including time to obtain possession of the 
Premises, and/or Project, or any portion thereof, by appointment of a 
receiver or (if appointment of a receiver is not permitted under the 
circumstances) by power of sale or judicial foreclosure, if such should prove 
necessary to effect a cure.

30.  RIGHTS RESERVED BY LESSOR.  Lessor reserves the right from time to time, 
without abatement of Rentals and without limiting Lessor's other rights under 
this Lease: (i) to install, use, maintain, repair and replace pipes, ducts, 
conduits, wires and appurtenant meters and equipment for service to other 
parts of the Project above the ceiling surfaces, below the floor surfaces, 
within the walls and in the central core areas, and to relocate any pipes, 
ducts, conduits, wires and appurtenant meters and equipment included in the 
Premises which are located in the Premises or located elsewhere outside the 
Premises, and to expand any building within the Project; (ii) to designate 
other land outside the current boundaries of the Project be a part of the 
Project, in which event the Parcel shall be deemed to include such additional 
land, and the Common Areas shall be deemed to include Common Areas upon 
such additional land; (iii) to add additional buildings and/or other 
improvements ('including, without limitation, additional parking structures 
or extension of existing parking structures) to the Project, which may be 
located on land added to the Project pursuant to clause (ii) above; (iv) to 
make changes to the Common Areas, including, without limitation, changes in 
the location, size, shape and number of driveways, entrances, parking spaces, 
parking areas, loading and unloading areas, ingress, egress, direction of 
traffic, landscape areas and walkways; (v) to close temporarily any of the 
Common Areas for maintenance purposes so long as reasonable access to the 
Premises remains available; (vi) to use the Common Areas while engaged in 
making additional improvements, repairs or alterations to the Building or the 
Project, or any portion thereof; (vii) to grant the right to the use of the 
Exterior Common Area to the occupants of other improvements located on the 
Parcel; (viii) to designate the name, address, or other designation of the 
Building and/or Project, without notice or liability to Lessee; (ix) to close 
entrances, doors, corridors, elevators, escalators or other Building 
facilities or temporarily abate their operation; (x) to change or revise the 
business hours of the Building; and (xi) to do and perform such other acts 
and make such other changes in, to or with respect to the Common Areas, the 
Building or any other portion of the Project as Lessor deems to be 
appropriate in the exercise of its reasonable business judgment.  In the 
exercise of its rights under this Article, Lessor shall not materially 
increase the obligations imposed on Lessee pursuant to this Lease or 
materially diminish the rights granted to Lessee under this Lease, and Lessor 
shall use reasonable efforts to minimize any unreasonable interference with 
the operation of Lessee's business from the Premises.

31.  EXHIBITS. Exhibits and riders, if any, signed by the Lessor and the 
Lessee and endorsed on or affixed to this Lease are a part hereof.

32.  WAIVER. No covenant, term or condition in this Lease or the breach 
thereof shall be deemed waived, except by written consent of the party 
against whom the waiver is claimed.  Any waiver of the breach of any 
covenant, term or condition herein shall not be deemed to be a waiver of any 
preceding or succeeding breach of the same or any other covenant, term or 
condition.  Acceptance by Lessor of any performance by Lessee after the time 
the same shall have become due shall not constitute a waiver by Lessor of the 
breach or default of any covenant, term or condition unless otherwise 
expressly agreed to by Lessor in writing.  The acceptance by Lessor of any 
sum less than that which is required to be paid by Lessee shall be deemed to 
have been received only on account of the obligation for which it is paid (or 
for which it is allocated by Lessor, in Lessor's absolute discretion, if 
Lessee does not designate the obligation as to which the payment should be 
credited), and shall not be deemed an accord and satisfaction notwithstanding 
any provisions to the contrary written on any check or contained in a letter 
of transmittal.  Lessor's efforts to mitigate damages caused by any default 
by Lessee shall not constitute a waiver of Lessor's right to recover damages 
for any default by Lessee.  No custom or practice which may arise between the 
parties hereto in the administration of the terms hereof shall be construed 
as a waiver or diminution of Lessor's right to demand performance by Lessee 
in strict accordance with the terms of this Lease.

33.  NOTICES.  All notices, consents and demands which may or are to be 
required or permitted to be given by either party to the other hereunder 
shall be in writing. All notices, consents and demands by Lessor to Lessee 
shall be personally delivered, sent by overnight courier providing receipt of 
delivery (such as Federal Express), or sent by United States Certified 
Mail, postage prepaid return receipt requested, addressed to Lessee as 
designated in Article 1.m., or to such other place as Lessee may from time to 
time designate in a notice to Lessor pursuant to this Article 33. All notices 
and demands by Lessee to Lessor shall be personally delivered, sent by 
overnight courier providing receipt of delivery (such as Federal Express) or 
sent by United States Certified Mail, postage prepaid return receipt 
requested (provided that a copy of any such notice or demand so sent by 
United States Certified Mail shall be concurrently sent by facsimile 
transmission), addressed to Lessor as designated in Article 1.m., or to such 
other person or place as Lessor may from time to time designate in a notice 
to Lessee pursuant to this Article 33.


                                      -25-

<PAGE>

Notices sent by overnight courier shall be deemed delivered upon the next 
business day following deposit with such overnight courier for next business 
day delivery.  Mailed notices shall be deemed delivered two (2) business days 
after deposit in the United States mail as required by this Article 33.

34.  JOINT OBLIGATIONS.  If Lessee consists of more than one person or 
entity, the obligations of each Lessee under this Lease shall be joint and 
several.

35.  MARGINAL HEADINGS.  The captions of paragraphs and articles of this 
Lease are not a part of this Lease and shall have no effect upon the 
construction or interpretation of any part hereof.

36.  TIME.  Time is of the essence of this Lease and each and all of its 
provisions in which performance is a factor except as to the delivery of 
possession of the Premises to Lessee.

37.  SUCCESSORS AND ASSIGNS.  The covenants and conditions herein contained, 
subject to the provisions of Article 13, apply to and bind the heirs, 
successors, executors, administrators, legal representatives and assigns of 
the parties hereto.

38.  RECORDATION.  Upon request by Lessor, Lessee shall execute and 
acknowledge a short form of this Lease in form for recording which may be 
recorded at Lessor's election.  Lessee shall not record this Lease or a short 
form or memorandum hereof without the prior written consent of Lessor.

39.  QUIET POSSESSION.  Upon Lessee paying the Rentals reserved hereunder and 
observing and performing all of the covenants, conditions and provisions on 
Lessee's part to be observed and performed hereunder, Lessee shall have quiet 
possession of the Premises for the entire Term, subject to all the provisions 
of this Lease and subject to any ground or underlying leases, mortgages or 
deeds of trust now or hereafter affecting the Premises or the Building and 
the rights reserved by Lessor hereunder.

40.  LATE CHARGES; ADDITIONAL RENT AND INTEREST.

     a.  LATE CHARGES.  Lessee acknowledges that late payment by Lessee to 
Lessor of Rentals or other sums due hereunder will cause Lessor to incur 
costs not contemplated by this Lease, the exact amount of which are 
impracticable or extremely difficult to ascertain.  Such costs include, but 
are not limited to, processing and accounting charges, and late charges which 
may be imposed upon Lessor by the terms of any mortgage or trust deed 
covering the Premises or any part of the Project.  Accordingly, if any 
installment of Rentals or any other sum due from Lessee is not received by 
Lessor or Lessor's designee within five (5) (days after the due date, then 
Lessee shall pay to Lessor, in each case, a late charge equal to five percent 
(5%) of such overdue amount; provided, however, that with respect to the 
first and second such late payment in any twelve (12) month period during the 
Term, such late charge shall not be payable unless such late payment by 
Lessee shall not be cured within five (5) days following Lessee's receipt of 
written notice from Lessor of such late payment.  The parties agree that such 
late charge represents a fair and reasonable estimate of the cost that Lessor 
will incur by reason of late payment by Lessee.  Acceptance of any late 
charges by Lessor shall in no event constitute a waiver of Lessee's default 
with respect to such overdue amount, nor prevent Lessor from exercising any 
of its other rights and remedies under this Lease.

     b. RENTALS, ADDITIONAL RENT AND INTEREST.  All taxes, charges, costs, 
expenses, and other amounts which Lessee is required to pay hereunder, 
including without limitation Lessee's Percentage Share of Excess Expenses, 
and all interest and charges (including late charges) that may accrue thereon 
upon Lessee's failure to pay the same and all damages, costs and expenses 
which Lessor may incur by reason of any default by Lessee shall be deemed to 
be additional rent hereunder.  Upon nonpayment by Lessee of any additional 
rent, Lessor shall have all the rights and remedies with respect thereto as 
Lessor has for the nonpayment of Base Rent.  The term "Rentals" as used in 
this Lease is Base Rent and all additional rent.  Any payment due from Lessee 
to Lessor (including but not limited to Base Rent and all additional rent) 
which is not paid within three (3) business days of when due shall bear 
interest from the date when due until paid, at an annual rate equal to the 
maximum rate that Lessor is allowed to contract for by law.  Payment of such 
interest shall not excuse or cure any default by Lessee.  In addition, Lessee 
shall pay all costs and attorneys' fees incurred by Lessor in collection of 
such amounts.  All Rentals and other moneys due under this Lease shall 
survive the Lease Termination.  Interest on Rentals past due as provided 
herein shall be in addition to the late charges levied pursuant to 40.a. 
above.  All Rentals shall be paid to Lessor, in lawful money of the United 
States of America which shall be legal tender at the time of payment, at the 
address of Lessor a provided herein, or to such other person or at such other 
place as Lessor may from time to time designate in writing.  If at any time 
during the Term Lessee pays any Rentals by check which is returned for 
insufficient funds, Lessor shall have the right, in addition to any other 
rights or remedies Lessor may have hereunder, to require that Rentals 
thereafter be paid in cash or by cashier's or certified check.

41.  PRIOR AGREEMENTS.  This Lease contains all of the agreements of the 
parties hereto with respect to the Premises, this Lease or any matter covered 
or mentioned in this Lease, and no prior agreements or understanding 
pertaining to any such matters shall be effective for any purpose. No 
provision of this Lease may be amended or added to except by an agreement in 
writing signed by the parties hereto or their respective successors in 
interest. This Lease shall not be effective or binding on Lessor until fully 
executed by Lessor.

42.  INABILITY TO PERFORM.  This Lease and the obligations of the Lessee 
hereunder shall not be affected or impaired because the Lessor is unable to 
fulfill any of its obligations hereunder or is delayed in doing so, if such 
inability or delay is caused by reason strike, labor troubles, Acts of God, 
or any other cause, similar or dissimilar beyond the reasonable control of 
the Lessor.


                                      -26-

<PAGE>

43.  ATTORNEYS' FEES.  If either party to this agreement shall bring an 
action to interpret or enforce this agreement or for any relief against the 
other, including, but not limited to, declaratory relief or a proceeding in 
arbitration, the losing party shall pay to the prevailing party a reasonable 
sum for attorney's fees, expert witness fees and other costs incurred in such 
action or proceeding.  Additionally, the prevailing party shall be entitled 
to all additional attorney's fees and costs incurred in enforcing and 
collecting any such judgment or award.  Any judgment or order entered in such 
action shall contain a specific provision providing for the recovery of 
attorney's fees and costs incurred in enforcing such award or judgment.

44. SALE OF PREMISES BY LESSOR.  Upon a sale or conveyance by the Lessor 
herein named (and in case of any subsequent transfers or conveyances, the 
then grantor) of Lessor's interest in the Building, other than a transfer for 
security purposes only, the Lessor herein named (and in case of any 
subsequent transfers or conveyances, the then grantor) shall be relieved, 
from and after the date of such transfer, of all obligations and liabilities 
accruing thereafter on the part of Lessor, provided that the transferee 
assumes the remaining obligations of Lessor under this Lease and any funds 
in the hands of Lessor or the then grantor at the time of transfer and in 
which Lessee has an interest, less any deductions permitted by law or this 
Lease, shall be delivered to Lessor's successor.  Following such sale or 
conveyance by Lessor or the then grantor, Lessee agrees to look solely to the 
responsibility of the successor-in-interest of Lessor in and to this Lease as 
to obligations assumed by such successor-in-interest.  This Lease shall not 
be affected by any such sale or conveyance and Lessee agrees to attorn to the 
purchaser or assignee.

45.  SUBORDINATION/ATTORNMENT.  This Lease shall automatically be subject and 
subordinate to all ground or underlying leases which now exist or may 
hereafter be executed affecting any portion of the Project and to the lien of 
any mortgages or deeds of trust (including all advances thereunder, renewals, 
replacements, modifications, supplements, consolidations, and extensions 
thereof) in any amount or amounts whatsoever now or hereafter placed on or 
against any portion of the Project, or on or against Lessor's interest or 
estate therein, or on or against any ground or underlying lease, without the 
necessity of the execution and delivery of any further instruments on the 
part of Lessee to effectuate such subordination.  Lessee covenants and agrees 
to execute and deliver upon demand and without charge therefor, such further 
instruments, in commercially reasonable form, evidencing the subordination 
of this Lease to such ground or underlying leases and/or to the lien of any 
such mortgages or deeds of trusts as may be required by Lessor or a lender 
making a loan affecting the Project; provided that such mortgagee or 
beneficiary under such mortgage or deed of trust or lessor under such ground 
or underlying lease agrees in writing in commercially reasonable form that so 
long as Lessee is not in default under this Lease (beyond any applicable 
period for cure as provided in Article 22 of this Lease), this Lease shall 
not be terminated in the event of any foreclosure or termination of any 
ground or underlying lease.  If any mortgagee, beneficiary or lessor elects 
to have this Lease prior to the lien of its mortgage, deed of trust or lease, 
and shall give written notice thereof to Lessee, this Lease shall be deemed 
prior to such mortgage, deed of trust or lease, whether this Lease is dated 
prior or subsequent to the date of said mortgage, deed of trust, or lease or 
the date of the recording thereof.

     If any proceedings are brought to terminate any ground or underlying 
leases or for foreclosure, or upon the exercise of the power of sale, under 
any mortgage or deed of trust covering any portion of the Project, Lessee 
shall attorn to the lessor or purchaser upon any such termination, foreclosure 
or sale and recognize such lessor or purchaser as the Lessor under this 
Lease.  So long as Lessee is not in default hereunder and attorns as required 
above, this Lease shall remain in full force and effect for the full term 
hereof after any such termination, foreclosure or sale.

     Notwithstanding anything to the contrary contained in the foregoing, (i) 
it shall be a condition to Lessee's obligation to subordinate or attorn to any 
mortgagee or trust deed beneficiary to whose mortgage or deed of trust this 
Lease is hereafter subordinated, that such mortgagee or trust deed 
beneficiary enters into with Lessee an agreement of subordination, 
non-disturbance and attornment in commercially reasonable form, and (ii) 
Lessor shall use commercially reasonable efforts to obtain from any existing 
mortgagee or trust deed beneficiary under a mortgage or deed of trust 
encumbering the Project or Building as of the execution of this Lease, 
non-disturbance protection for Lessee (which shall be deemed to include an 
election by such mortgagee or beneficiary to subordinate its lien to this 
Lease) on commercially reasonable terms within thirty (30) days following the 
execution of this Lease.

46.  NAME.  Lessee shall not use any name, picture or representation of the 
Building or Project for any purpose other than as an address of the business 
to be conducted by the Lessee in the Premises.

47.  SEVERABILITY.  Any provision of this Lease which proves to be invalid, 
void or illegal shall in no way affect, impair or invalidate any other 
provision of this Lease and all such other provisions shall remain in full 
force and effect; however, if Lessee's obligation to pay the Rentals is 
determined to be invalid or unenforceable, this Lease shall terminate at the 
option of Lessor.

48.  CUMULATIVE REMEDIES.  Except has otherwise expressly provided in this 
Lease, no remedy or election hereunder shall be deemed exclusive but shall, 
wherever possible, be cumulative with all other remedies at law or in equity.

49.  CHOICE OF LAW. This Lease shall be governed by the laws of the State of 
California.

50.  SIGNS.  Lessee shall not inscribe, paint, affix or place any sign, 
awning, canopy, advertising matter, decoration or lettering upon any portion 
of the Premises, including, without limitation, any exterior door, window or 
wall, without Lessor's prior written consent. Subject in all events to the 
requirements of the City of San Mateo and other applicable governmental 
requirements and any other restrictions of record or to which the Project is 
subject, (a) Lessee shall be entitled to Building standard identification of 
Lessee upon the common Building lobby directory board sign to be installed by 
Lessor in the Building lobby; (b) Lessor shall, at Lessor's sole cost, 
install Building standard

                                      -27-


<PAGE>

signage identifying Lessee on the Premises entry doors; and (c) Lessee, at 
Lessee's cost, shall be entitled to standard identification on the Building 
monument sign, subject to compliance with applicable governmental 
requirements.  The exact location, size, materials, coloring and lettering of 
all Lessee signage (including, without limitation, any such monument signage) 
shall be subject to Lessor's prior written approval.

51. GENDER AND NUMBER.  Wherever the context so requires, each gender shall 
include any other gender, and the singular number shall include the plural 
and vice-versa.

52. CONSENTS.  Whenever the consent of Lessor is required herein, the giving 
or withholding of such consent in any one or any number of instances shall 
not limit or waive the need for such consent in any other or future 
instances.  Any consent given by Lessor shall not be binding upon Lessor 
unless in writing and signed by Lessor or Lessor's agents.  Notwithstanding 
any other provision of this Lease, where Lessee is required to obtain the 
consent of Lessor to do any act, or to refrain from the performance of any 
act, Lessee agrees that if Lessee is in default with respect to any term, 
condition, covenant or provision of this Lease, then Lessor shall be deemed 
to have acted reasonably in withholding its consent if said consent is, in 
fact, withheld.

53. BROKERS.  Lessor shall be responsible, pursuant to separate written 
agreement, for the payment of the commission in connection with this Lease 
owing to the brokers designated in Article 1.n. above.  Lessor warrants that 
it has had no dealing with any real estate broker or agents in connection 
with the negotiation of this Lease excepting only the broker or agent 
designated in Article 1.n., and that it knows of no other real estate broker 
or agent who is entitled to or can claim a commission in connection with this 
Lease.  Lessor agrees to indemnify, defend and hold Lessee harmless from and 
against any and all claims, demands, losses, liabilities, lawsuits, 
judgments, and costs and expenses (including, without limitation, reasonable 
attorneys' fees and expenses) with respect to any alleged leasing commission 
or equivalent compensation alleged to be owing on account of Lessor's 
dealings with any such other real estate broker or agent.  Lessee warrants 
that it has had no dealing with any real estate broker or agents in 
connection with the negotiation of this Lease excepting only the broker or 
agent designated in Article 1.n., and that it knows of no other real estate 
broker or agent who is entitled to or can claim a commission in connection 
with this Lease. Lessee agrees to indemnify, defend and hold Lessor harmless
from and against any and all claims, demands, losses, liabilities, lawsuits, 
judgments, and costs and expenses (including, without limitation, reasonable 
attorneys' fees and expenses) with respect to any alleged leasing commission 
or equivalent compensation alleged to be owing on account of Lessee's 
dealings with any such other real estate broker or agent.

54. SUBSURFACE AND AIRSPACE.  This Lease confers on Lessee no rights either 
with respect to the subsurface of the Parcel or with regard to airspace above 
the top of the Building or above any paved or landscaped areas on the Parcel 
or Common Area and Lessor expressly reserves the right to use such subsurface 
and airspace areas, including without limitation the right to perform 
construction work thereon and in regard thereto.  Any diminution or shutting 
off of light, air or view by any structure which may be erected by Lessor on 
those portions of the Parcel, Common Area and/or Building reserved by Lessor 
shall in no way affect this Lease or impose any liability on Lessor.  Lessor 
shall have the exclusive right to use all or any portion of the roof, side 
and rear walls of the Premises and Building for any purpose.  Lessee shall 
have no right whatsoever to the exterior of the exterior walls or the roof of 
the Premises or any portion of the Project outside the Premises except as 
provided in Article 55 of this Lease.

55. COMMON AREA.  For purposes of the Lease, "Common Area" shall collectively 
mean the following:

    a.  EXTERIOR COMMON AREA.  That portion of the Parcel other than the land 
comprising the property, and all facilities and improvements on such portion 
for the non-exclusive use of Lessee in common with other authorized users, 
including, but not limited to, vehicle parking areas, driveways, sidewalks, 
landscaped areas, and the facilities and improvements necessary for the 
operation thereof (the "Exterior Common Area"); and

     b.  BUILDING COMMON AREA.  That portion of the Building in which the 
Premises are located, and all of the facilities therein, set aside by Lessor 
for the non-exclusive use of Lessee in common with other authorized users, 
including, but not limited to, entrances, lobbies, halls, atriums, corridors, 
toilets and lavatories, passenger elevators and service areas (the "Building 
Common Area").

     Subject to the limitations and restrictions contained in this Lease, and 
the Rules and Regulations, Lessor grants to Lessee and Lessee's Agents the 
nonexclusive right to use the Common Area in common with Lessor, Lessor's 
agent, other occupants of the Building and Project, other authorized users 
and their agents, subject to the provisions of this Lease.  The right to use 
the Common Area shall terminate upon Lease Termination.

56. LABOR DISPUTES.  If Lessee becomes involved in or is the object of a 
labor dispute which subjects the Premises or any part of the Project to any 
picketing, work stoppage, or other concerted activity which in the reasonable 
opinion of Lessor is in any manner detrimental to the operation of any part 
of the Project, or its tenants, Lessor shall have the right to require 
Lessee, at Lessee's own expense and within a reasonable period of time 
specified by Lessor, to use Lessee's reasonable efforts to either resolve 
such labor dispute or terminate or control any such picketing, work stoppage 
or other concerted activity to the extent necessary to eliminate any 
interference with the operation of the Projector its tenants. To the extent 
such labor dispute interferes with the performance of Lessor's duties 
hereunder, Lessor shall be excused from the performance of such duties and 
Lessee hereby waives any and all claims against Lessor for damages or losses 
in regard to such duties. Nothing contained in this Article 56 shall be 
construed as placing Lessor in an employer-employee relationship with any of 
Lessee's employees or with any other employees who may be involved in such 
labor dispute. Lessee shall indemnify, defend and hold harmless Lessor from 
and against any and all liability (including, without limitation, attorneys' 
fees and expenses) arising from any labor dispute in which Lessee is involved 
and which affects any part of the Project.


                                     -28-

<PAGE>

57. REASONABLENESS.  Whenever the consent or approval of the Lessor or Lessee 
is required under this Lease, such consent or approval shall not be 
unreasonably withheld, conditioned or delayed, unless a different standard 
for the granting or withholding of such approval of consent is specifically 
set forth in this Lease.

58. LESSEE'S FINANCIAL STATEMENTS.  Lessee hereby warrants that all financial 
statements delivered by Lessee to Lessor prior to the execution of this Lease 
by Lessee, or that shall be delivered in accordance with the terms hereof, 
are or shall be at the time delivered true, correct, and complete, and 
prepared in accordance with generally accepted accounting principles.  Lessee 
acknowledges and agrees that Lessor is relying on such financial statements 
in accepting this Lease, and that a breach of Lessee's warranty as to such 
financial statements shall constitute a default by Lessee.

59. LESSOR NOT A TRUSTEE.  Lessor shall not be deemed to be a trustee of any 
funds paid to Lessor by Lessee (or held by Lessor for Lessee) pursuant to 
this Lease.  Lessor shall not be required to keep any such funds separate 
from Lessor's general funds or segregated from any funds paid to Lessor by 
(or held by Lessor for) other tenants of the Building.  Any funds held by 
Lessor pursuant to this Lease shall not bear interest.

60. MERGER. The voluntary or other surrender of this Lease by Lessee, or a 
mutual cancellation thereof, shall not work a merger, and shall, at the 
option of the Lessor, terminate all or any existing subleases or 
substancies, or may, at the option of Lessor, operate as an assignment to 
it of any or all such subleases or subtenancies.

61. NO PARTNERSHIP OR JOINT VENTURE.  Nothing in this Lease shall be 
construed as creating a partnership or joint venture between Lessor, Lessee, 
or any other party, or cause Lessor to be responsible for the debts or 
obligations of Lessee or any other party.

62. LESSOR'S RIGHT TO PERFORM LESSEE'S COVENANTS.  Except as otherwise 
expressly provided herein, if Lessee fails at any time to make any payment or 
perform any other act on its part to be made or performed under this Lease 
and such failure continues for ten (10) days (or such longer period of time 
as may be reasonably necessary to perform the cure of such failure, so long 
as such cure is promptly commenced and diligently prosecuted to completion) 
after written notice from Lessor to Lessee (provided that no such notice 
shall be required in the event of an emergency), Lessor may, but shall not be 
obligated to, and without waiving or releasing Lessee from any obligation 
under this Lease, make such payment or perform such other act to the extent 
that Lessor may deem desirable, and in connection therewith, pay expenses and 
employ counsel.  All sums so paid by Lessor and all penalties, interest and 
costs in connection therewith shall be due and payable by Lessee to Lessor as 
additional rent upon demand.

63. PLANS.  Lessee acknowledges that any plan of the Project which may have 
been displayed or furnished to Lessee or which may be a part of Exhibit "A" 
or Exhibit "B" is tentative; Lessor may from time to time change the shape, 
size, location, number, and extent of the improvements shown on any such plan 
and eliminate or add any improvements to the Project, in Lessor's sole 
discretion.

64. RIGHT OF FIRST OPPORTUNITY.

    a. During the Term of this Lease (including, without limitation, the 
Extended Term, if applicable), Lessor shall notify Lessee ("Lessor's Notice") 
if either or both Suite 310 (consisting of approximately 15,654 square feet 
of Rentable Area) on the third floor of the Building and/or Suite 115 on the 
first floor of the Building become available for Lease (subject to any rights 
which any then existing tenants of such space may have to lease such space 
pursuant to lease transactions hereafter entered into in accordance with this 
Article 64, and any rights held by Inktomi Corporation as the existing tenant 
of such space, Lessor hereby representing and warranting to Lessee that no 
current tenant other than Inktomi has any existing rights to the lease of 
such Suite 115 or Suite 310).  Such Lessor's Notice shall provide the basic 
business terms on which Lessor is willing to rent such space (including, 
without limitation, Base Rent, improvement allowances and other economic 
concessions) and shall be given to Lessee prior to such space being made 
available to any third party (other than any existing tenant having prior 
rights to such space). Lessee is hereby granted the right of first 
opportunity to lease such space on the terms as outlined in Lessor's Notice 
to Lessee.  No court arbitrator or third party shall have the right to 
challenge the terms and conditions set forth in Lessor's Notice to Lessee.  
Lessee shall have ten (10) days following receipt of such Lessor's Notice 
within which to indicate in writing its desire to lease the space under the 
terms and conditions stated in such Lessor's Notice.  If Lessee rejects or 
fails to accept Lessor's offer within such ten (10) day period, Lessor shall 
have the right at any time within nine (9) months thereafter to enter into a 
lease for such available space which was the subject of the offer made to 
Lessee in Lessor's notice to any one or more third parties on any terms, 
covenants and conditions desired by Lessor, and Lessee shall have no further 
right to lease such space, provided that such lease is entered into within 
nine (9) months following Lessee's receipt of the applicable Lessor's Notice 
and the net effective rent payable under such lease is not less than ninety 
percent (90%) of the net effective rent proposed in the applicable Lessor's 
Notice. If Lessee rejects or fails to accept Lessor's offer as set forth in 
Lessor's Notice within such ten (10) day period, but Lessor thereafter 
desires to lease such space which was the subject of such Lessor's Notice to 
one or more third parties more than nine (9) months following Lessee's 
receipt of the applicable Lessor's Notice or at a net effective rent less 
than ninety percent (90%) of the net effective rent proposed in the 
applicable Lessor's Notice, then Lessor shall first deliver a new Lessor's 
Notice with respect to such space to Lessee and Lessee shall again have its 
right of first opportunity with respect thereto in the manner set forth above.

    b. Lessor's ability to plan for the orderly transaction of its rental 
business, to accommodate the needs of other existing and potential tenants, 
and to enjoy the benefits of increasing rentals at such times as Lessor is 
able to do so in its sole and absolute discretion, are fundamental elements 
of Lessor's willingness to provide Lessee with the right of first opportunity 
contained herein. Accordingly, Lessee hereby acknowledges that strict 
compliance with the

                                    -29-

<PAGE>

notification provisions contained herein, and Lessee's strict compliance with 
the time period for such notification contained herein, are material elements 
of the bargained for exchange between Lessor and Lessee and are material 
elements of Lessee's consideration paid to Lessor in exchange for the grant 
of the right of first opportunity. Therefore, Lessee's failure to adhere 
strictly and completely to the provisions and time frame contained in this 
provision shall render the right of first opportunity automatically null, 
void and of no further force or effect as to the applicable Lessor's Notice, 
without notice, acknowledgement, or any action of any nature or sort, 
required of Lessor. Lessee acknowledges that no other act or notice, other 
than the express written notice set forth hereinabove, shall act to put 
Lessor on notice of Lessee's acceptance of Lessor's offer as set forth in 
Lessor's Notice, and Lessee hereby waives any claims to the contrary, 
notwithstanding any other actions of Lessee during the Term of this Lease or 
any statements, written or oral, of Lessee to Lessor to the contrary during 
the Term of this Lease.  In addition, the right of first opportunity granted 
pursuant hereto shall not be applicable (and Lessor shall not be required to 
deliver any Lessor's Notice), when Lessee is in default under this Lease 
(after the expiration of any applicable period for cure provided in Article 
22 above).  The right of first opportunity granted pursuant hereto is 
personal to original Lessee signatory to this Lease and cannot be assigned, 
transferred or conveyed to, or exercised for the benefit of, any other person 
or entity (voluntarily, involuntarily, by operation of law or otherwise) 
including, without limitation, any assignee or subtenant permitted under 
Article 13 other than a Permitted Transferee.

65. WAIVER OF JURY. LESSOR AND LESSEE HEREBY WAIVE THEIR RESPECTIVE RIGHT TO 
TRIAL BY JURY ON ANY CAUSE OF ACTION, CLAIM, COUNTER-CLAIM OR CROSS-COMPLAINT 
IN ANY ACTION, PROCEEDING AND/OR HEARING BROUGHT BY EITHER LESSOR AGAINST 
LESSEE OR LESSEE AGAINST LESSOR ON ANY MATTER WHATSOEVER ARISING OUT OF OR IN 
ANY WAY CONNECTED WITH THIS LEASE.

66. JOINT PARTICIPATION. Lessor and Lessee hereby acknowledge that both 
parties have been represented by counsel in connection with this Lease and 
that both parties have participated in the negotiation and drafting of all of 
the terms and provisions hereof.  By reason of this joint participation, no 
term or provision of this Lease will be construed against either party as the 
"drafter" thereof, which terms and provisions shall include, without 
limitation, Article 14 hereof.

67. COUNTERPARTS. This Lease may be executed in any number of counterparts, 
each of which shall be deemed to be an original, but any number of which, 
taken together, shall be deemed to constitute one and the same instrument.

IF THIS LEASE HAS BEEN FILLED IN, IT HAS BEEN PREPARED FOR SUBMISSION TO YOUR 
ATTORNEY FOR APPROVAL.  NO REPRESENTATION OR RECOMMENDATION IS MADE BY THE 
LESSOR BY THE REAL ESTATE BROKER OR ITS AGENTS OR EMPLOYEES AS TO THE LEGAL 
SUFFICIENCY, LEGAL EFFECT, OR TAX CONSEQUENCES OF THIS LEASE OR THE 
TRANSACTIONS RELATING THERETO.

IN WITNESS WHEREOF, the parties hereto have entered into this Lease as of the 
date first written above.

LESSOR:                                    LESSEE:

NORFOLK ATRIUM, a California               NETGRAVITY, INC., a Delaware 
limited partnership                        corporation

By:   NAPA RIVER DEVCO, INC.,              By: /s/ John Danner
      a California corporation, its           ---------------------------------
      general partner 
                                           Print Name: John Danner
By:   PROM MANAGEMENT GROUP, INC.,                    ------------------
      a California corporation, dba        Its: CEO
      Maxim Property Management,               -------------------------
      agent for owner                                                   
                                          Date:    August 7, 1998
                                                ------------------


      By: /s/ Dennis L. Randall, Jr.       By: /s/ Stephen E. Recht
         ------------------------------       ---------------------------------

      Print Name: Dennis L. Randall, Jr.   Print Name:  Stephen E. Recht
                 ----------------------               -------------------------

      Its: Assistant Secretary             Its: Vice President Finance & 
           -----------------------------        Administration, Chief Financial
                                                Officer
                                               --------------------------------

      Date: August 7, 1998                 Date: August 7, 1998
            --------------                       --------------

      By: /s/ Vicki R. Mullins
         ------------------------------  
                                         
      Print Name: Vicki R. Mullins
                 ----------------------  
                                         
      Its: Executive Vice President and 
           Chief Financial Officer
          -----------------------------  
                                         
      Date: August 7, 1998        
            --------------

                                       -30-

<PAGE>

                                   EXHIBIT "A"

                           FLOOR PLAN OF THE PREMISES




                                   [Graphic of
                           floorplan of the Premises]




<PAGE>
                                        
                                   EXHIBIT "B"

                            DEPICTION OF THE PROJECT




                             [Graphical depiction
                                of the Project]


<PAGE>
                                        
                                   EXHIBIT "C" 

                                   WORK LETTER

1. AS IS LEASE.  Except as otherwise specifically provided in the Lease of 
which this Exhibit is a part, the lease of the Premises (including, without 
limitation, HVAC, fire/life safety and other utility and mechanical systems 
within the Premises) by Lessee pursuant hereto shall be on an entirely "as 
is" basis.

2.   LESSEE IMPROVEMENTS.

     (a) LESSEE IMPROVEMENT ALLOWANCE.  Lessee shall be entitled to a 
one-time tenant improvement allowance (the "Lessee Improvement Allowance") in 
an amount up to Eight and 50/100ths Dollars ($8.50) per square foot of 
Rentable Area within the Premises, which Lessee Improvement Allowance shall 
be used for the costs relating to the initial construction of Lessee's 
improvements which are permanently affixed to the Premises (the "Lessee 
Improvements").  In no event shall Lessor be obligated to make disbursements 
pursuant to this Exhibit in a total amount which exceeds the Lessee 
Improvement Allowance.

     (b) DISBURSEMENT OF THE LESSEE IMPROVEMENT ALLOWANCE.

         (i) LESSEE IMPROVEMENT ALLOWANCE ITEMS.  The Lessee Improvement 
Allowance shall be disbursed by Lessor only for the following items and costs 
(collectively the "Lessee Improvement Allowance Items"): plan check, permit 
and license fees relating to construction of the Lessee Improvements, and the 
cost of design and construction of the Lessee Improvements.

        (ii) DISBURSEMENT OF LESSEE IMPROVEMENT ALLOWANCE.  During the 
construction of the Lessee Improvements, Lessor shall make monthly 
disbursements of the Lessee Improvement Allowance for Lessee Improvement 
Allowance Items for the benefit of Lessee and shall authorize the release of 
monies for the benefit of Lessee as follows.

             (1) MONTHLY DISBURSEMENTS.  On or before the occurrence of a 
uniform date designated by Lessor (the "Submittal Date") for each calendar 
month during the construction of the Lessee Improvements, Lessee shall 
deliver to Lessor: (A) a request for payment of the "Contractor" (as 
hereinafter defined) approved by Lessee, in substantially the form of AIA 
Document G702, showing the schedule, by trade, of percentage of completion of 
the Lessee Improvements in the Premises, detailing the portion of the work 
completed and the portion not completed, and demonstrating that the 
relationship between the cost of the work completed and the cost of the work 
to be completed complies with the terms of the "Construction Budget" (as 
hereinafter defined), (B) invoices from all of "Lessee's Agents" (as 
hereinafter defined) for labor rendered and materials delivered to the 
Premises evidencing costs not previously paid from the Lessee Improvement 
Allowance for Lessee Improvement Allowance Items at least in the amount 
requested; (C) executed conditional mechanic's lien releases from all of 
Lessee's Agents requesting payment as a part of such submittal which shall 
comply with the appropriate provisions of California Civil Code Section 
3262(d)(1), together with executed unconditional mechanic's lien releases 
from all of Lessee's Agents with respect to prior requests for payment 
theretofore paid by Lessor (to the extent not previously delivered to Lessor 
by Lessee) which shall comply with the appropriate provisions of California 
Civil Code Section 3262(d)(2); and (D) all other information reasonably 
requested by Lessor.  Lessee's request for payment shall be deemed (as 
between Lessor and Lessee) to constitute Lessee's acceptance and approval of 
the work furnished and/or the materials supplied as set forth in Lessee's 
payment request.  On or before the date occurring thirty (30) days after the 
Submittal Date, and assuming Lessor receives all of the information described 
in items (A) through (D), above, Lessor shall deliver a check to Lessee made 
payable to Lessee, in payment of the lesser of: (1) "Lessor's Share" (as 
hereinafter defined) of the amount so requested by Lessee, as set forth in 
clause (A) above, less a ten percent (10%) retention (the aggregate amount of 
such retentions to be known as the "Final Retention"), and (2) the balance of 
any remaining available portion of the Lessee Improvement Allowance (not 
including the Final Retention), provided that Lessor does not dispute any 
request for payment based on non-compliance of any work with the "Approved 
Working Drawings" (as hereinafter defined).  Lessor's payment of such amounts 
shall not be deemed Lessor's approval or acceptance of the work furnished or 
materials supplied as set forth in Lessee's payment request.  As used herein, 
the term "Lessor's Share" shall mean a fraction, the numerator of which is 
the Lessee Improvement Allowance, and the denominator of which is the then 
estimated amount of "Final Costs" (as hereinafter defined).  Lessor's Share 
shall be subject to adjustment from time to time based upon then applicable 
Final Costs, and in any event, payment of the Final Retention shall be based 
upon actual Final Costs, as adjusted pursuant to this EXHIBIT "C".

             (2) FINAL RETENTION.  Subject to the provisions of this Exhibit, 
a check for the Final Retention payable to Lessee shall be delivered by 
Lessor to Lessee within thirty (30) days following (A) the completion of 
construction of the Lessee Improvements, (B) Lessee's delivery to Lessor of 
properly executed conditional final mechanics' lien releases in compliance 
with California Civil Code Section 3262(d)(3) and invoices from all of 
Lessee's Agents for labor rendered and materials delivered to the Premises 
evidencing costs not previously paid from the Lessee Improvement Allowance 
for Lessee Improvement Allowance Items at least in the amount requested; (C) 
Lessee's delivery to Lessor of copies of signed-off permits and stamped set 
of Approved Working Drawings evidencing governmental approval of the 
completion of the Lessee Improvements; and (D) Architect's delivery to Lessor 
of a certificate, in form reasonably acceptable to Lessor, certifying that 
the construction of the Lessee Improvements has been substantially completed; 
provided that Lessor has determined that no substandard work exists which 
adversely affects the mechanical, electrical, plumbing, heating, ventilating 
and air conditioning, life-safety or other systems of the Building, the 
curtain wall of the Building, the structur of exterior appearance of the 
Building, or any other tenant's use of such other tenant's leased premises in 
the Building. Concurrently with Lessor's payment of the Final Retention, 
Lessee shall deliver to Lessor properly executed

<PAGE>

unconditional final mechanics lien releases in compliance with both 
California Civil Code Section 3262(d)(4) from all of Lessee's Agents for 
labor rendered and materials delivered to the Premises in connection with the 
Lessee Improvements.

        (iii) OTHER TERMS.  Lessor shall only be obligated to make 
disbursements from the Lessee Improvement Allowance to the extent costs are 
incurred by Lessee for Lessee Improvement Allowance Items.  All Lessee 
Improvement Allowance Items for which the Lessee Improvement Allowance has 
been made available shall be deemed Lessor's property under the terms of this 
Lease.  Lessee shall not be entitled to the use of (as a credit against rent 
or otherwise) any portion of the Lessee Improvement Allowance which is not 
used in payment of Lessee Improvement Allowance Items.

        (c) STANDARD LESSEE IMPROVEMENT PACKAGE.  Lessor has established 
certain specifications (the "Specifications") for the Building standard 
components to be used in the construction of the Lessee Improvements in the 
Premises, which Specifications are maintained in the office of the Building 
and are open to inspection.  The quality of Lessee Improvements shall be 
equal to or of greater quality than the quality of the Specifications in 
effect upon the Lessor's approval of the "Final Working Drawings" (as 
hereinafter defined), provided that Lessor may, at Lessor's option, require 
the Lessee Improvements to comply with certain Specifications if necessary to 
ensure the good working order of integrated Building mechanical or utility 
systems or the first-class appearance of the Building exterior.

3. CONSTRUCTION DRAWINGS.

        (a) SELECTION OF ARCHITECT/CONSTRUCTION DRAWINGS.  Lessee shall 
retain an architect/space planner (the "Architect") approved by Lessor, which 
approval shall not be unreasonably withheld, to prepare the Construction 
Drawings.  Lessee shall retain engineering consultants (the "Engineers") 
approved by Lessor, which approval shall not be unreasonably withheld, to 
prepare all plans and engineering working drawings relating to the 
structural, mechanical, electrical, plumbing, HVAC, life-safety, and 
sprinkler work in the Premises in connection with the Lessee Improvements.  
The plans and drawings to be prepared by Architect and the Engineers 
hereunder shall be known collectively as the "Construction Drawings".  All 
Construction Drawings shall be professionally prepared consistent with 
drawings for comparable construction projects at comparable buildings in the 
San Mateo/Foster City area, using one-eighth (1/8th) inch scale CAD drawings. 
Lessor's review of the Construction Drawings as set forth in this SECTION 3, 
shall be for its sole purpose and shall not imply Lessor's review of the 
same, or obligate Lessor to review the same, for quality, design, compliance 
with Applicable Law or other like matters.  Accordingly, notwithstanding that 
any Construction Drawings are reviewed by Lessor or its space planner, 
architect, engineers and consultants, and notwithstanding any advice or 
assistance which may be rendered to Lessee by Lessor or Lessor's space 
planner, architect, engineers, and consultants, Lessor shall have no 
liability whatsoever in connection therewith and shall not be responsible for 
any omissions or errors contained in the Construction Drawings, and Lessee's 
waiver and indemnity set forth in the Lease shall specifically apply to the 
Construction Drawings.  Furthermore, Lessee and Architect shall verify, in 
the field, the dimensions and conditions as shown on the relevant portions of 
any existing plans for the Premises and/or Building, and Lessee and 
Architect shall be solely responsible for the same, and Lessor shall have no 
responsibility in connection therewith.

        (b) FINAL SPACE PLAN. Lessee shall supply Lessor with four (4) copies 
signed by Lessee of its final space plan for the Premises before any 
architectural working drawings or engineering drawings have been commenced.  
The final space plan (the "Final Space Plan") shall include a layout and 
designation of all offices, rooms and other partitioning, their intended use, 
and equipment to be contained therein.  Lessor may request clarification or 
more specific drawings for special use items not included in the Final Space 
Plan.  Lessor shall advise Lessee within five (5) business days after 
Lessor's receipt of the Final Space Plan for the Premises if the same is 
unsatisfactory or incomplete in any respect, provided that Lessor's approval 
of the Final Space Plan shall not be unreasonably withheld or conditioned.  
If Lessee is so advised, the parties shall promptly meet and reasonably reach 
agreement upon the Final Space Plan, correcting any deficiencies therein.

        (c) FINAL WORKING DRAWINGS.  After the approval of the Final Space 
Plan by Lessor and Lessee, Lessee shall promptly cause the Architect and the 
Engineers to complete the architectural and engineering drawings for the 
Premises, and Architect shall compile a fully coordinated set of 
architectural, structural, mechanical, electrical and plumbing working 
drawings in a form which is complete to allow subcontractors to bid on the 
work and to obtain all applicable permits (collectively, the "Final Working 
Drawings") and shall submit the same to Lessor for Lessor's approval.  Lessee 
shall supply Lessor with four (4) copies signed by Lessee of such Final 
Working Drawings.  Lessor shall advise Lessee within five (5) business days 
after Lessor's receipt of the Final Working Drawings for the Premises if the 
same is unsatisfactory or incomplete in any respect, provided that Lessor's 
approval of the Final Working Drawings shall not be unreasonably withheld or 
conditioned.  If Lessee is so advised, the parties shall promptly meet and 
reasonably reach agreement upon the Final Working Drawings, correcting any 
deficiencies therein.

        (d) APPROVED WORKING DRAWINGS.  The Final Working Drawings shall be 
approved by Lessor (the "Approved Working Drawings") prior to the 
commencement of construction of the Premises by Lessee. After approval by 
Lessor of the Final Working Drawings, Lessee may submit the same to the City 
in which the Project is located for all applicable building permits. Lessee 
hereby agrees that neither Lessor nor Lessor's consultants shall be 
responsible for obtaining any building permit or certificate of occupancy for 
the Premises and that obtaining the same shall be Lessee's responsibility; 
provided, however, that Lessor shall cooperate with Lessee in executing 
permit applications and performing other ministerial acts reasonably 
necessary to enable Lessee to obtain any such permit or certificate of 
occupancy. No changes, modifications or alterations in the Approved Working 
Drawings may be made without the prior written consent of Lessor, which 
consent shall not be unreasonably withheld and shall be granted or

<PAGE>

withheld (with written explanation of the reasons for withholding of consent) 
within three (3) business days following Lessor's receipt of Lessee's written 
request therefor.

4. CONSTRUCTION OF THE LESSEE IMPROVEMENTS.

     (a) LESSEE'S SELECTION OF CONTRACTORS.

              (i) THE CONTRACTOR.  Lessee shall retain a licensed general 
contractor (the "Contractor"), reasonably approved in advance by Lessor as 
contractor for the construction of the Lessee Improvements.

             (ii) LESSEE'S AGENTS.  For purposes of this Exhibit only, 
"Lessee's Agents" shall mean, collectively, all subcontractors, laborers, 
materialmen, and suppliers used by Lessee in the construction of the Lessee 
Improvements and the Contractor.  Lessor shall have the right to approve 
(which approval shall not be unreasonably withheld, conditioned or delayed) 
the subcontractors retained by Lessee and/or the Contractor for any 
mechanical, electrical, plumbing, structural, life-safety, HVAC or other 
integrated utility system work in the Premises as a part of the Lessee 
Improvements.

     (b) CONSTRUCTION OF LESSEE IMPROVEMENTS BV LESSEE'S AGENTS.

              (i) CONSTRUCTION CONTRACT: COST BUDGET.  Prior to Lessee's 
execution of the construction contract and general conditions with Contractor 
(the "Contract"), Lessee shall submit the Contract and the bids of the 
Contractor and all subcontractors for major trades and materials suppliers 
for construction of the Lessee Improvements, to Lessor for its approval, 
which approval shall be limited to ensuring compliance with the provisions of 
this Lease.  Prior to the commencement of the construction of the Lessee 
Improvements, and after Lessee has accepted all bids for the Lessee 
Improvements, Lessee shall provide Lessor with a detailed breakdown, by 
trade, of the final costs to be incurred and/or which have been incurred for 
Lessee Improvement Allowance Items (the "Final Costs") and a construction 
budget (the "Construction Budget") based upon such Final Costs. Lessee shall 
be solely responsible for the amount (the "Over-Allowance Amount") equal to 
the difference between the amount of the Construction Budget (as such 
Construction Budget may be modified from time to time pursuant hereto) and 
the amount of the Lessee Improvement Allowance.  In the event that, after the 
Construction Budget has been delivered by Lessor to Lessee, the estimated or 
actual costs for Lessee Improvement Allowance Items shall increase or 
decrease, the Final Costs and Construction Budget shall be modified to 
reflect such additional or reduced costs.

             (ii) LESSEE'S AGENTS.

                  (1) LESSOR'S GENERAL CONDITIONS FOR LESSEE'S AGENTS AND 
LESSEE IMPROVEMENT WORK. Lessee's and Lessee's Agent's construction of the 
Lessee Improvements shall comply with the following: (A) the Lessee 
Improvements shall be constructed in accordance with the Approved Working 
Drawings in all material respects; (B) Lessee and Lessee's Agents shall not, 
in any way, interfere with, obstruct, or delay, any other work in the 
Building; (C) Lessee's Agents shall submit schedules of all work relating to 
the Lessee Improvements to Contractor; and (D) Lessee shall abide by all 
reasonable rules made by Lessor's Building contractor or Lessor's Building 
manager with respect to the use of freight, loading dock and service 
elevators, storage of materials, coordination of work with the contractors of 
other tenants, and any other matter in connection with the construction of 
the Lessee Improvements.

                  (2) CONSTRUCTION WARRANTIES.  Lessee shall use reasonable 
efforts to obtain customary construction warranties of not less than one (1) 
year from Lessee's Agents with respect to the Lessee Improvements.  Lessee 
shall cooperate with Lessor to ensure that Lessor will receive the benefit of 
any construction warranties obtained by Lessee from Lessee's Agents with 
respect to the Lessee Improvements to the extent reasonably practicable.

                  (3) INSURANCE REQUIREMENTS.

                      (A) GENERAL COVERAGES.  All of Lessee's Agents shall 
carry worker's compensation insurance covering all of their respective 
employees, and shall also carry public liability insurance, including 
property damage, all with limits, in form and with companies as are required 
to be carried by Lessee as set forth in the Lease, and the policies therefor 
shall insure Lessor and Lessee, as their interests may appear, as well as the 
Contractor and subcontractors.

                      (B) SPECIAL COVERAGES.  Lessee shall carry "Builder's 
All Risk" insurance in an amount approved by Lessor covering the construction 
of the Lessee Improvements, it being understood and agreed that the Lessee 
Improvements shall be insured by Lessor pursuant to the Lease immediately 
upon completion thereof.  All of Lessee's Agents shall carry excess liability 
and Products and Completed Operation Coverage insurance, each in amounts not 
less than $1,000,000 per incident, $2,000,000 in aggregate, and in form and 
which companies as are required to be carried by Lessee as set forth in 
Article 16 of the Lease of which this Exhibit is a part.

                      (C) GENERAL TERMS.  Certificates for all insurance 
carried pursuant to this SECTION 4(b)(ii)(3) shall be delivered to Lessor 
before the commencement of construction of the Lessee Improvements and before 
the Contractor's equipment is moved onto the site. All such policies of 
insurance must contain a provision that the company writing said policy will 
give Lessor at least thirty (30) days prior written notice of any cancellation
or lapse of the effective date or any reduction in the amounts of such 
insurance. In the event that the Lessee Improvements are damaged by any cause 
covered by Lessee's "Builder's All Risk" insurance during the course of the 
construction thereof. Lessee shall promptly repair the same at Lessee's sole 
cost and expense (provided that whether or not so covered by lessee's 
"Builder's All Risk" insurance, Lessor shall in no event be responsible for 
the repair of

<PAGE>

the Lessee Improvements damaged by casualty during the course of construction 
thereof).  Lessee's Agents shall maintain all of the foregoing insurance 
coverage in force until the Lessee Improvements are fully completed and 
accepted by Lessor, except for any Products and Completed Operation Coverage 
insurance required by Lessor of the Contractor, which is to be maintained for 
five (5) years following completion of the work and acceptance by Lessor and 
Lessee.  All first party property damage insurance maintained by Lessee's 
Agents shall preclude subrogation claims by the insurer against anyone 
insured thereunder.  Such insurance shall provide that it is primary 
insurance as respects the owner and that any other insurance maintained by 
owner is excess and noncontributing with the insurance required hereunder. 
The requirements for the foregoing insurance shall not derogate from the 
provisions for indemnification of Lessor by Lessee under the Lease of which 
this Exhibit is a part.

             (iii) GOVERNMENTAL COMPLIANCE.  The Lessee Improvements shall 
comply in all respects with the following: (1) all applicable Laws and other 
state, federal, city or quasi-governmental laws, codes, ordinances and 
regulations, as each may apply according to the rulings of the controlling 
public official, agent or other person; (2) applicable standards of the 
American Insurance Association and the National Electrical Code; and (3) 
building material manufacturer's specifications.

             (iv) INSPECTION BY LESSOR.  Lessor shall have the right to 
inspect the Lessee Improvements at all times, provided however, that Lessor's 
failure to inspect the Lessee Improvements shall in no event constitute a 
waiver of any of Lessor's rights hereunder nor shall Lessor's inspection of 
the Lessee Improvements constitute Lessor's approval of the same.  Should 
Lessor disapprove any portion of the Lessee Improvements as a result of their 
materially deviating from the Approved Working Drawings, then Lessor shall 
notify Lessee in writing of such disapproval and shall specify the items 
disapproved.  Any defects or material deviations from the Approved Working 
Drawings in the Lessee Improvements shall be rectified by Lessee at no 
expense to Lessor, provided however, that in the event such a defect or 
deviation exists and such defect or deviation adversely affects the 
mechanical, electrical, plumbing, heating, ventilating and air conditioning 
or life-safety systems of the Building, the structure or exterior appearance 
of the Building or any other tenant's use of such other tenant's leased 
premises, and the same is not cured within thirty (30) days following 
Lessee's receipt of written notice thereof from Lessor (or such longer period 
of time after receipt of such notice as may be reasonably required to 
complete such cure so long as such cure is promptly commenced and diligently 
prosecuted to completion), provided that no such notice and opportunity for 
cure shall be required in an emergency situation, Lessor may, take such 
action as Lessor reasonably deems necessary, at Lessee's expense and without 
incurring any liability on Lessor's part, to correct any such defect or 
deviation, including, without limitation, causing the cessation of 
performance of the construction of the Lessee Improvements until such time as 
the defect or deviation is corrected to Lessor's reasonable satisfaction.

             (v) MEETINGS.  Commencing upon the execution of this Lease (or 
later as reasonably determined by Lessor), Lessee shall hold bi-weekly 
meetings at a reasonable time, with the Architect and the Contractor 
regarding the progress of the preparation of Construction Drawings and the 
construction of the Lessee Improvements, which meetings shall be held at a 
location reasonably acceptable to Lessor, and Lessor and/or its agents shall 
receive prior notice of, and shall have the right to attend, all such 
meetings, and, upon Lessor's request, certain of Lessee's Agents shall attend 
such meetings.  One such meeting each month shall include the review of 
Contractor's current request for payment.

        (c) NOTICE OF COMPLETION; UPDATED APPROVED WORKING DRAWINGS.  At 
the conclusion of construction, (i) Lessee shall cause the Architect and 
Contractor to update the Approved Working Drawings as necessary to reflect 
all changes made to the Approved Working Drawings during the course of 
construction; (ii) Lessee shall cause a Notice of Completion to be recorded 
in the office of the Recorder of the County where the Building is located in 
accordance with Section 3093 of the Civil Code of the State of California or 
any successor statute, and deliver a copy thereof to Lessor, provided that if 
Lessee fails to do so, Lessor may execute and file the same on behalf of 
Lessee as Lessee's agent for such purpose, at Lessee's sole cost and expense; 
and (iii) Lessee shall deliver to Lessor two (2) sets of sepia and CAD 
diskette of such as-built drawings for the Premises with the completed Lessee 
Improvements and a copy of all warranties, guaranties, and operating manuals 
and information relating to the improvements, equipment, and systems in the 
Premises, and shall cause the Architect and Contractor to certify to the best 
of their knowledge that the "record-set" of as-built drawings are true and 
correct, which certification shall survive the expiration or termination of 
this Lease.

        (d) COORDINATION BY LESSEE'S AGENTS WITH LESSOR.  Concurrently with 
Lessee's delivery of the Construction Budget to Lessor under SECTION 4(b)(i) 
above, Lessee shall furnish Lessor with a schedule setting forth the projected 
date of the completion of the Lessee Improvements and showing the critical 
time deadlines for each phase, item or trade relating to the construction of 
the Lessee Improvements.

5. COMMENCEMENT DATE.

        (a) COMMENCEMENT DATE. The "Commencement Date" shall occur for all 
purposes of this Lease upon the earlier to occur of (i) October 12, 1998; 
which date shall be extended on a day for day basis to the extent of any 
"Lessor Delay" and/or "Force Majeure Delay" (as such terms are hereinafter 
defined) which causes the "Substantial Completion of the Lessee Improvements" 
(as hereinafter defined) to occur after October 12, 1998, or (ii) the 
Substantial Completion of the Lessee Improvements.

        (b) LESSOR DELAY.  As used herein, the term "Lessor Delay" shall mean 
any delay in the Substantial Completion of the Lessee Improvements resulting 
from (i) any breach of this Lease by lessor (including, without limitation, 
any failure of Lessor to perform in accordance with the time frames specified 
for Lessor's performance under this Exhibit); and/or (ii) the negligence or 
wilful misconduct of Lessor or its employees or agents; provided that no 
Lessor Delay shall be deemed to commence or occur unless and until the matter 
giving rise to such Lessor Delay is not cured by Lessor within one (1) 
business day following Lessor's receipt of written notice thereof from Lessee.

<PAGE>

        (c) FORCE MAJEURE DELAY.  As used herein, the term "Force Majeure 
Delay" shall mean any delay in the Substantial Completion of the Lessee 
Improvements resulting from Acts of God or any other cause beyond the 
reasonable control of the Lessee, provided that (i) in no event shall delays 
caused by Lessee's Agents be deemed to constitute a Force Majeure Delay for 
purposes hereof, and (ii) in no event shall delays in permit processing, 
obtaining other governmental approvals or other government related matters be 
deemed to constitute a Force Majeure Delay for purposes hereof except that if 
it takes more than three (3) weeks for Lessee to obtain necessary building 
permits for the construction of the Lessee Improvements after Lessee's 
submittal of all necessary fees, plans, specifications and other materials 
required by the applicable governmental authority in order to issue such 
building permits, with Lessee using its continued reasonable efforts and 
diligence to obtain such permits, then the period of time after such three 
(3) week period until issuance of such building permits shall be deemed to 
constitute a Force Majeure Delay.  If Lessee contends that a Force Majeure 
Delay has occurred, Lessee shall notify Lessor in writing promptly following 
each of (1) Lessee's first learning of the occurrence of the event giving 
rise to such Force Majeure Delay, and (ii) the date upon which such Force 
Majueure Delay ends.  Notwithstanding anything to the contrary contained 
herein, if Lessee does not provide Lessor with written notice of the 
occurrence of a Force Majeure Delay within five (5) business days after 
Lessee's first learning of the occurrence of the event giving rise to such 
Force Majeure Delay, then Lessee shall not be entitled to the benefit of the 
period of Force Majeure Delay accruing between the expiration of such five 
(5) business day period and the date upon which Lessor receives such written 
notice from Lessee of the occurrence of the event giving rise to such Force 
Majeure Delay.

        (d) SUBSTANTIAL COMPLETION OF THE LESSEE IMPROVEMENTS.  For purposes 
of the Lease of which this Exhibit is a part, the "Substantial Completion of 
the Lessee Improvements" shall mean completion of construction of the Lessee 
Improvements in the Premises pursuant to the Approved Working Drawings with 
the exception of any punch list items, any funiture or equipment (even if the 
same requires installation or electrification by Lessee's Agents), and any 
tenant improvement finish items and materials which are selected by Lessee 
but which are not available within a reasonable time (given the anticipated 
date of the Lease Commencement Date), and Lessee's receipt of any 
governmentally-required permits and/or approvals to allow occupancy of the 
Premises (provided that Lessee shall use reasonable efforts and diligence in 
good faith to obtain such permits and/or approvals as soon as reasonably 
possible).

6. MISCELLANEOUS.

        (a) LESSEE'S REPRESENTATIVE.  Lessee has designated Chris Krook as 
its sole representative with respect to the matters set forth in this 
Exhibit, who, until further notice to Lessor, shall have full authority and 
responsibility to act on behalf of the Lessee as required in this Exhibit.

        (b) LESSOR'S REPRESENTATIVE.  Lessor has designated Dennis Randall as 
its sole representative with respect to the matters set forth in this 
Exhibit, who, until further notice to Lessee, shall have full authority and 
responsibility to act on behalf of the Lessor as required in this Exhibit.

        (c) LESSEE'S LEASE DEFAULT.  Notwithstanding any provision to the 
contrary contained in this Lease, in the event of a default by Lessee under 
this Lease (which default is not cured within the applicable period for cure 
following Lessee's receipt of written notice from Lessor pursuant to Lease 
Article 22) at any time on or before the Substantial Completion of the Lessee 
Improvements, then in addition to all other rights and remedies granted to 
Lessor pursuant to the Lease, Lessor shall have the right to withhold payment 
of all or any portion of the Lessee Improvement Allowance and/or Lessor may 
cause Contractor to cease the construction of the Premises (in which case, 
Lessee shall be responsible for any delay in the Substantial Completion of 
the Lessee Improvements caused by such work stoppage and such delay shall not 
be deemed a Lessor Delay).

        (d) MISCELLANEOUS.  During the period of construction of the Lessee 
Improvements prior to the Commencement Date, (i) Lessee or Lessee's Agents 
shall not be charged for, directly or indirectly, HVAC usage during Building 
Hours (provided that such HVAC provided to the Premises need only be at such 
levels as are commercially reasonable for a tenant improvement construction 
site), electricity, water, or freight elevator or loading dock usage in 
connection with the construction of the Lessee Improvements or for Lessor's 
construction management or general overhead costs in connection with the 
design and construction of the Lessee Improvements, and (ii) the Contractor 
and all of its subcontractors shall not be charged for parking in the Project 
parking facility in connection with construction of the Lessee Improvements 
prior to the Commencement Date.  None of Lessee's Agents shall be entitled to 
(1) display identification or other signage at the Project, (2) use passenger 
elevators at the Project, (3) access the main Building lobby (unless 
otherwise approved in advance by Lessor) and shall only access the Premises 
through means reasonably designated by Lessor (provided that notwithstanding 
any access by fire stairwells adjacent to the Premises, such fire stairwells 
shall at all times be kept unobstructed and in compliance with applicable 
laws), or (4) park anywhere except in such areas of the Project parking 
facilities as are designated by Lessor. Notwithstanding anything to the 
contrary contained herein, Lessor shall be liable for increased costs of
performance of the Lessee Improvements which may result form the presence of 
any currently existing Hazardous Materials within the Building.

<PAGE>
                                        
                                   EXHIBIT "D"

                             RULES AND REGULATIONS

     1. No sign, placard, picture, advertisement, name or notice shall be 
inscribed, displayed or printed or affixed on or to any part of the outside 
or inside of the Building without prior written consent of Lessor.  Lessor 
shall have the right to remove any such sign, placard, picture, 
advertisement, name or notice without notice to and at the expense of Lessee. 
All approved signs or lettering on doors shall be printed, painted, affixed 
or inscribed at the expense of Lessee by a person approved of by Lessor. 
Lessee shall not place anything or allow anything to be places near the glass 
of any exterior window, door, partition or wall which may appear unsightly 
from outside the Premises.  Lessee shall not, without prior written consent 
of Lessor cover or otherwise sunscreen any window.

     2. The sidewalks, halls, passages, exits, entrances, elevators and 
stairways shall not be obstructed by Lessee or used by Lessee for any purpose 
other than for ingress or egress from its Premises.

     3. Lessor will furnish Lessee, free of charge, with two keys to each door 
lock in the Premises.  Lessor may make a reasonable charge for any additional 
keys.  Lessee shall return all keys issued for the Premises.  Lessee shall 
pay to Lessor the costs of re-keying the Premises if all keys are not 
returned.  Without Lessor's prior approval and otherwise complying with the 
provisions of this Lease governing the making of Alterations, Lessee shall 
not alter any lock or install any new or additional locks or any bolts on any 
doors or windows of the Premises.

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

     5. Lessee shall not overload the floor of the Premises or in any way 
deface the Premises or any part thereof.  Lessor shall have the right to 
prescribe the weight, size and position of all safes and other heavy 
equipment brought into the Building and also the time and manner of moving 
the same in and out of the Building.  Safes and other heavy objects shall, if 
considered necessary by Lessor, stand on supports of such thickness as is 
necessary to properly distribute the weight.  Lessor will not be responsible 
for loss of or damage to any such safe or property from any cause and all 
damage done to the Building by moving or maintaining any such safe or other 
property shall be repaired at the expense of Lessee.

     6. No furniture, freight or equipment of any kind shall be brought into 
the Building without prior notice to Lessor and all moving of the same into 
or out of the Building shall be done at such time and in such manner as 
Lessor shall designate.  Unless otherwise agreed to in writing by Lessor, any 
such movement of furniture, freight, or equipment shall be made during 
non-business hours for the Building.

     7. Lessee shall have the right to use the loading facilities provided at 
the Building, if any, in common with the other tenants.  All Lessee 
deliveries of bulk items shall be through the Building loading facilities, if 
any. Freight elevator(s) will be available for use by all tenants in the 
Building, subject to such reasonable scheduling as Lessor, in its discretion, 
deems appropriate.  Lessor shall have the right at its sole discretion to 
prohibit Lessee's delivery through the main lobbies.

     8. Lessee shall not use, keep or permit to be used or kept, any foul or 
noxious gas or substance in the Premises, or permit or suffer the Premises to 
be occupied or used in a manner offensive or objectionable to Lessor or other 
occupants of the Building by reason of noise, odors and/or vibrations, or 
interfere in any way with other tenants or those having business therein, nor 
shall any animals or birds be in or kept in or about the Premises or 
Building (other than "seeing-eye" dogs or other animals providing assistance 
to disabled persons).

     9. The Premises will not be used for lodging, storage of merchandise, 
washing clothes, or manufacturing of any kind, nor shall the Premises be used 
for any improper, immoral or objectionable purpose.  No cooking will be done 
or permitted on the Premises without Lessor's consent, except the use by 
Lessee of Underwriters Laboratory approved equipment for brewing coffee, tea, 
hot chocolate and similar beverages shall be permitted, and the use of a 
microwave oven for employees use will be permitted, provided that such 
equipment and use is in accordance with all applicable federal, state, county 
and city laws, codes, ordinances, rules and regulations.

     10. Lessee shall not use or keep in the Premises or the Building any 
kerosene, gasoline or inflammable or combustible fluid or material, or any 
method of heating or air conditioning other than supplied by Lessor.

     11. Lessor shall approve in writing the method of attachment of any 
objects affixed to walls, ceilings or doors. Lessor will direct electricians 
as to where and how telephone and telegraph wires are to be introduced. No 
boring or cutting for the wires will be allowed without the consent of 
Lessor. The location of telephones, call boxes and other office equipment 
affixed to the Premises shall be subject to the approval of Lessor. Lessee 
shall not install any wiring above the ceiling tiles that does not comply 
with the fire codes. Any such wiring shall be removed immediately at the 
expense of Lessee. Lessee will not affix any floor covering to the floor of 
the Premises in any manner except as approved by Lessor.

     12. All cleaning and janitorial services for the Building and the 
premises will be provided exclusively through Lessor, and except with the 
written consent of Lessor, no person or persons other than those approved by 
Lessor will be employed by Lessee or permitted to enter the Building for the 
purpose of cleaning the same.

<PAGE>

     13. Lessee will store all its trash and garbage within its Premises or 
in other facilities provided by Lessor.  Lessee will not place in any trash 
box or receptacle any material which cannot be disposed of in the ordinary 
and customary manner of trash and garbage disposal.  All garbage and refuse 
disposal is to be made in accordance with directions issued from time to time 
by Lessor.

     14. On Saturdays, Sundays and legal holidays, and on other days between 
the hours of 6:00 p.m. and 7:00 a.m. the following day, access to the 
Building, or to the halls, corridors, elevators or stairways in the 
Building, or to the Premises may be refused unless the person seeking access 
is known to the person or employee of the Building in charge and has a pass 
or is properly identified.  Lessor shall in no case be liable for damages for 
any error with regard to the admission to or exclusion from the Building of 
any person.  In case of invasion, mob, not, public excitement or other 
commotion, Lessor reserves the right to prevent access to the Building during 
the continuance of the same by closing the doors or otherwise, for the safety 
of the tenants and protection of the Building and of property in the Building.

     15.  Lessee will not waste electricity, water or air conditioning and 
agrees to cooperate fully with Lessor to assure the most effective operation 
of the Building's heating and air conditioning and to comply with any 
governmental energy-saving rules, laws or regulations of which Lessee has 
actual notice, and will refrain from attempting to adjust controls.  Lessee 
will keep corridor doors closed, and shall keep all window coverings pulled 
down.

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

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

     18. Lessor shall have the right, exercisable without notice and without 
liability to Lessee to change the name and street address of the Building or 
the Project.

     19. Lessee shall not disturb, solicit or canvass any occupant of the 
Building or Project and shall cooperate to prevent the same.

     20. Lessor shall have the right to control and operate the public 
portions of the Building and the public facilities, and heating and air 
conditioning, as well as facilities furnished for the common use of the 
tenants, in such manner as it deems best for the benefit of the tenants 
generally.

     21. All entrance doors in the Premises shall be left locked when the 
Premises are not in use and all doors opening to public corridors shall be 
kept closed except for normal ingress or egress from the Premises.

     22. Without the written consent of Lessor, Lessee shall not use the name 
of the Building or Project in connection with or in promoting or advertising 
the business of Lessee except at Lessee's address.

     23. Lessee shall place pads under all desk chairs, or have carpet 
coasters to protect carpeting.

     24. The current "Building Hours" are between 7:00 a.m. to 6:00 p.m. on 
weekdays, Monday through Friday, except generally recognized Building 
holidays.

     25. Lessee will not install any radio or television antenna, 
loudspeaker, satellite dishes or other devices on the roof(s) or exterior 
walls of the Building or the Project.  Lessee will not interfere with radio 
or television broadcasting or reception from or in the Project or elsewhere.  
If Lessee desires telegraphic, telephonic, burglar alarm, satellite dishes, 
antennae or similar services, it will first obtain Lessor's approval, and 
comply with, Lessor's reasonable rules and requirements applicable to such 
services, which may include (without limitation) separate licensing by, and 
fees paid to, Lessor.

     26. Lessee agrees to comply with all safety, fire protection and 
evacuation procedures and regulations established by Lessor or any 
governmental agency.

     27. Lessee assumes any and all responsibility for protecting its 
Premises from theft, robbery and pilferage, which includes keeping doors 
locked and other means of entry to the Premises closed.

     28. Lessor may prohibit smoking in the Building and/or any other portion 
of the Project and may require Lessee and any of its employees, agents, 
clients, customers, invitees and guests who desire to smoke, to smoke within 
designated smoking areas within the project, if any such smoking areas are 
provided.

     29. Lessee's requirements will be attended to by Lessor only upon 
appropriate application to Lessor's management office for the Project by an 
authorized individual of Lessee. Employees of Lessor will not perform any 
work or do anything outside of their regular duties unless under special 
instructions from Lessor, and no employee of Lessor will admit any person 
(Lessee or otherwise) to any office without specific instructions from Lessor.

     30. In the event of any conflict between these Rules and Regulations and 
the Lease of which they are a part, the other provisions of the Lease shall 
prevail. Lessor may waive any one or more of these Rules and Regulations for 
the benefit of Lessee or any other tenant, but no such waiver by Lessor will 
be construed as a waiver of such Rules and Regulations in favor of Lessee or 
any other tenant, nor prevent Lessor from thereafter enforcing any such Rules 
and Regulations against any or all of the tenants of the Project.