<PAGE>   1
                                                                    Exhibit 10.8


                               The CRANBROOK Group
                          dba Las Positas Office Plaza

                                      LEASE

                                      DATED
                                OCTOBER 10, 1999

                                 BY AND BETWEEN


                     CRANBROOK REALTY INVESTMENT FUND, L.P.
                                   AS LANDLORD


                                       AND


                       MEDIA SYNERGY SOFTWARE CORPORATION
                                    AS TENANT



                      AFFECTING PREMISES COMMONLY KNOWN AS
                            LAS POSITAS OFFICE PLAZA
                      5976 W. LAS POSITAS BLVD., SUITE 126
                             PLEASANTON, CALIFORNIA
<PAGE>   2
                                TABLE OF CONTENTS

ARTICLE 1
        DEFINITIONS.........................................................4
         1.1      General...................................................4
         1.2      Additional Rent...........................................4
         1.3      Address for Notices.......................................4
         1.4      Agents....................................................4
         1.5      Agreed Interest Rate......................................4
         1.6      Base Monthly Rent.........................................4
         1.7      Building..................................................4
         1.8      Commencement Date.........................................4
         1.9      Common Area...............................................4
         1.10     Common Operating Expenses.................................4
         1.11     Effective Date............................................4
         1.12     Event of Tenant's Default.................................4
         1.13     Hazardous Materials.......................................4
         1.14     Insured and Uninsured Peril...............................4
         1.15     Law.......................................................5
         1.16     Lease.....................................................5
         1.17     Lease Term................................................5
         1.18     Lender....................................................5
         1.19     Permitted Use.............................................5
         1.20     Premises..................................................5
         1.21     Project...................................................5
         1.22     Private Restrictions......................................5
         1.23     Real Property Taxes.......................................5
         1.24     Rentable Area.............................................5
         1.25     Scheduled Commencement Date...............................5
         1.26     Security Instrument.......................................5
         1.27     Summary...................................................6
         1.28     Tenant's Alterations......................................6
         1.29     Tenant's Share............................................6
         1.30     Trade Fixtures............................................6
ARTICLE 2
        DEMISE, CONSTRUCTION, AND ACCEPTANCE................................6
         2.1      Demise of Premises........................................6
         2.2      Commencement Date.........................................6
         2.3      Construction of Improvements..............................6
         2.4      Delivery and Acceptance of Possession.....................7
         2.5      Early Occupancy...........................................7
         2.6      Relocation................................................7
ARTICLE 3
        RENT................................................................8
         3.1      Base Monthly Rent.........................................8
         3.2      Additional Rent...........................................8
         3.3      Payment of Rent...........................................8
         3.4      Late Charge and Interest on Rent in Default...............9
         3.5      Security Deposit..........................................9
ARTICLE 4
        USE OF PREMISES.....................................................9
         4.1      Limitation on Use.........................................9
<PAGE>   3
         4.2      Compliance with Regulations..............................10
         4.3      Outside Areas............................................10
         4.4      Signs....................................................10
         4.5      No Light, Air or View Easement...........................10
         4.6      Parking..................................................10
         4.7      Rules and Regulations....................................10
ARTICLE 5
        TRADE FIXTURES AND ALTERATIONS.....................................11
         5.1      Trade Fixtures...........................................11
         5.2      Tenant's Alteration......................................11
         5.3      Alterations Required by Law..............................11
         5.4      Amortization of Certain Capital Improvements.............12
         5.5      Mechanic's Liens.........................................12
         5.6      Taxes on Tenant's Property...............................12
ARTICLE 6
        REPAIR AND MAINTENANCE.............................................12
         6.1      Tenant's Obligation to Maintain..........................12
         6.2      Landlord's Obligation to Maintain........................12
         6.3      Control of Common Area...................................13
ARTICLE 7
        WASTE DISPOSAL AND UTILITIES.......................................13
         7.1      Waste Disposal...........................................13
         7.2      Hazardous Materials......................................13
         7.3      Utilities................................................14
         7.4      Utilities and Services...................................14
         7.5      Compliance with Governmental Regulations.................14
ARTICLE 8
        COMMON OPERATING EXPENSES..........................................14
         8.1      Tenant's Obligations to Reimburse........................14
         8.2      Common Operating Expenses Defined........................16
         8.3      Real Property Taxes Defined..............................16
ARTICLE 9
        INSURANCE..........................................................17
         9.1      Tenant's Insurance.......................................17
         9.2      Landlord's Insurance.....................................18
         9.3      Tenant's Obligation to Reimburse.........................18
         9.4      Release and Waiver of Subrogation........................18
ARTICLE 10
        LIMITATION ON LANDLORD'S LIABILITY AND INDEMNITY...................19
         10.1     Limitation on Landlord's Liability.......................19
         10.2     Limitation on Tenant's Recourse..........................19
         10.3     Indemnification of Landlord..............................19
ARTICLE 11
        DAMAGE TO PREMISES.................................................20
         11.1     Landlord's Duty to Restore...............................20
         11.2     Landlord's Right to Terminate............................20
         11.3     Tenant's Right to Terminate..............................21
         11.4     Abatement of Rent........................................21
ARTICLE 12
        CONDEMNATION.......................................................21
         12.1     Landlord's Termination Right.............................21
         12.2     Tenant's Termination Right...............................21
<PAGE>   4
         12.3     Restoration and Abatement of Rent........................21
         12.4     Temporary Taking.........................................22
ARTICLE 13
        DEFAULT AND REMEDIES...............................................22
         13.1     Events of Tenant's Default...............................22
         13.2     Landlord's Remedies......................................23
         13.3     Waiver...................................................24
         13.4     Limitation on Exercise of Rights.........................24
         13.5     Waiver by Tenant of Certain Remedies.....................24
ARTICLE 14
        ASSIGNMENT AND SUBLETTING..........................................25
         14.1     Transfer By Tenant.......................................25
         14.2     Transfer By Landlord.....................................27
ARTICLE 15
        GENERAL PROVISIONS.................................................27
         15.1     Landlord's Right to Enter:  .............................27
         15.2     Surrender of the Premises................................28
         15.3     Holding Over.............................................28
         15.4     Subordination............................................28
         15.5     Mortgaged Protection and Attornment......................29
         15.6     Estoppel Certificates and Financial Statements...........29
         15.7     Reasonable Consent.......................................29
         15.8     Notices..................................................29
         15.9     Attorneys' Fees..........................................29
         15.10    Corporate Authority......................................29
         15.11    Miscellaneous............................................30
         15.12    Termination by Exercise of Right.........................30
         15.13    Brokerage Commissions....................................30
         15.14    Force Majeure............................................30
         15.15    Private Restrictions.....................................31
         15.16    Entire Agreement.........................................31
         15.17    Corporate Signers........................................31
ARTICLE 16
        ADDITIONAL PROVISIONS .............................................31

Exhibit "A"
         Site Plan.........................................................33
Exhibit "B"
         Space Plan........................................................34
Exhibit "D"
         Acceptance Agreement..............................................35
Exhibit "E"
         Form of Subordination Agreements..................................36
Exhibit "F"
         Landlord Services.................................................39
Exhibit "G"
         Rules and Regulations.............................................41
Exhibit "H"
         Hazardous Materials Questionnaire.................................45
Exhibit "I"
         Description of Recording Information for Private Restrictions.....51
Exhibit "J"
         Sign Criteria.....................................................52
<PAGE>   5
                          SUMMARY OF BASIC LEASE TERMS

                                     SECTION
                             (LEASE REFERENCE)TERMS

                                       A.
                                 (Introduction)

Lease Reference Date:            October 10, 1999

B.       Landlord: Cranbrook Realty Investment Fund, L.P., dba Las Positas
         Office Plaza

C.       Tenant: Media Synergy Software Corporation, a Ontario corporation

D.
(Section 1.20)Premises:    That area consisting of approximately 2,318 square
                           feet of rentable area the address of which is 5976 W.
                           Las Positas Blvd., Suite 126, Pleasanton, California,
                           within the building as Shown on Exhibit A.

E.
(Section 1.21)Project:     The land and improvements shown on Exhibit A
                           consisting of two (2) buildings the aggregate
                           rentable area of which is approximately 105,358
                           square feet.

F.
(Section 1.7)Building:     The building in which the Premises are located, known
                           as 5976 W. Las Positas Boulevard, Pleasanton, CA
                           94688 containing approximately 2,318 square feet of
                           rentable area.

G.
(Section 1.29)Tenant's Share:       2.2%

H.
Section (4.6)Tenant's Allocated
Parking Stalls:                  Nine (9) spaces

I.
(Section 1.25)Scheduled
Commencement Date:               November 1, 1999 or upon substantial completion
                                 of tenant improvements.

J.
(Section 1.17)Lease Term:           Five (5) years

K.
(Section 3.1)Base Monthly Rent:

                Months 01-12:       $2.30 per rentable square foot, full service
                Months 13-24:       $2.35 per rentable square foot, full service
                Months 25-36:       $2.40 per rentable square foot, full service
                Months 37-48:       $2.45 per rentable square foot, full service
                Months 49-60:       $2.50 per rentable square foot, full service

L.
(Section 3.3)Prepaid Rent:          $0.00

M.


                                       1
<PAGE>   6
(Section 3.5)Security Deposit:      Eleven thousand five hundred ninety and
                                    00/100 dollars ($11,590.00). See paragraph
                                    16.3.

N.
(Section 4.1)Permitted Use:         General office/administrative

O.
(Section 5.2)Permitted Tenant's
Alterations Limit:                  $0.00

P.
(Section 8.1)Common Operating
Expense Base Year:                  1999

Q.
(Section 9.1)Tenant's Liability
Insurance Minimum:                  $2,000,000.00

R.
(Section 1.3)Landlord's Address:    The Cranbrook Group
                                    5994 W. Las Positas Blvd., Suite 205
                                    Pleasanton, CA  94588

S.
(Section 1.3)Tenant's Address:      Media Synergy Software Corporation
                                    5976 W. Las Positas Blvd., Suite 126
                                    Pleasanton, CA  94588
                                    ATTN:  Office Manager

T.
(Section 15.13)Retained Real
Estate Brokers:                     Cornish & Carey Commercial representing the
                                    Landlord/TRI representing the Tenant

U.
(Section 1.16)Lease:                This Lease includes the summary of the Basic
                                    Lease Terms, the Lease, and the following
                                    exhibits and addenda: Exhibit A (site plan
                                    of the Project containing description of the
                                    Premises), Exhibit B (Space Plan), Exhibit D
                                    (acceptance agreement), Exhibit E (form of
                                    subordination agreement), Exhibit F
                                    (Landlord Services), Exhibit G (Rules and
                                    Regulations), Exhibit H (Hazardous Materials
                                    Questionnaire), Exhibit I (description of
                                    Private Restrictions), Exhibit J (sign
                                    criteria).

         The foregoing Summary is hereby incorporated into and made a part of
this Lease. Each reference in this Lease to any term of the Summary shall mean
the respective information set forth above and shall be (Approved
Specifications), construed to incorporate all of the terms provided under the
particular paragraph pertaining to such information. In the event of any
conflict between the Summary and the Lease, the Summary shall control.

LANDLORD:                                    TENANT:

Cranbrook Realty Investment Fund, L.P.       Media Synergy Software Corporation,
                                             a California corporation
Dba: Las Positas Office Plaza

By: Cranbrook Equity Investment Corporation
a California Corporation, General Partner


                                       2
<PAGE>   7
By: /s/ Kevin M. Fitzpatrick                   By: /s/ Martha Ainsley
----------------------------------                ------------------------------
      Kevin M. Fitzpatrick                             Wilson Lee
      Vice President, Operations                       Chief Financial Officer

Dated:  11/1/99                                Date: 10/21/99
      ----------------------------                   ---------------------------

         This Lease is dated as of the lease reference date specified in Section
A of the Summary and is made by and between the party identified in Section B of
the Summary and the party identified as Tenant in Section C of the Summary.

                                    ARTICLE 1

                                   DEFINITIONS

         1.1 General: Any initially capitalized term that is given a special
meaning by this Article 1, the Summary, or by any other provision of this Lease
(including the exhibits attached hereto) shall have such meaning when used in
this Lease or any addendum or amendment hereto unless otherwise clearly
indicated by the context.

         1.2 Additional Rent: The term "Additional Rent" is defined in Section
3.2.

         1.3 Address for Notices: The term "Address for Notices" shall mean the
addresses set forth in Sections R and S of the Summary; provided, however, that
after the Commencement Date, Tenant's Address for Notices shall be the address
of the Premises.

         1.4 Agents: The term "Agents" shall mean the following: (i) with
respect to Landlord or Tenant, the agents, employees, contractors, and invitees
of such party; and (ii) in addition with respect to Tenant, Tenant's permitted
subtenants and their respective agents employees, contractors, and invitees.

         1.5 Agreed Interest Rate: The term "Agreed Interest Rate" shall mean
that interest rate determined as of the time it is to be applied that is equal
to the lessee of (i) the greater of (A) 5% in excess of the discount rate
established by the Federal Reserve Bank of San Francisco as it may be adjusted
from time to time or (B) 10% per annum, or (ii) the maximum interest rate
permitted by Law.

         1.6 Base Monthly Rent: The term "Base Monthly Rent" shall mean the
fixed monthly rent payable by Tenant pursuant to Section 3.1 which is specified
in Section K of the Summary.

         1.7 Building: The term "Building" shall mean the building in which the
Premises are located which Building is identified in Section F of the Summary,
the rentable area of which is referred to herein as the "Building Rentable
Area."

         1.8 Commencement Date: The term "Commencement Date" is the date the
Lease Term commences, which term is defined in Section 2.2.

         1.9 Common Area: The term "Common Area" shall mean all areas and
facilities within the Project that are not designated by Landlord for the
exclusive use of Tenant or any other lessee or other occupant of the Project,
including the parking areas, access and perimeter roads, pedestrian sidewalks,
landscaped areas, trash enclosures, recreation areas and the like.

         1.10 Common Operating Expenses: The term "Common Operating Expenses" is
defined in Section 8.2.


                                       3
<PAGE>   8
         1.11 Effective Date: The term "Effective Date" shall mean the date the
last signatory to this Lease whose execution is required to make it binding on
the parties hereto shall have executed this Lease.

         1.12 Event of Tenant's Default: The term "Event of Tenant's Default" is
defined in Section 13.1.

         1.13 Hazardous Materials: The terms "Hazardous Materials" and
"Hazardous Materials Laws" are defined in Section 7.2E.

         1.14 Insured and Uninsured Peril: The terms "Insured Peril" and
"Uninsured Peril" are defined in Section 11.2E.

         1.15 Law: The term "Law" shall mean any judicial decision, statute,
constitution, ordinance, resolution, regulation, rule, administrative order, or
other requirement of any municipal, county, state, federal or other government
agency or authority have jurisdiction over the parties to this Lease or the
Premises, or both, in effect either at the Effect Date or any time during the
Lease Term.

         1.16 Lease: The term "Lease" shall mean the Summary and all elements of
this Lease identified in Section U of the Summary, all of which are attached
hereto and incorporated herein by this reference.

         1.17 Lease Term: The term "Lease Term" shall mean the term of this
Lease, which shall commence on the Commencement Date and continue for the period
specified in Section J of the Summary.

         1.18 Lender: The term "Lender" shall mean any beneficiary, mortgagee,
secured party, lessor, or other holder of any Security Instrument.

         1.19 Permitted Use: The term "Permitted Use" shall mean the use
specified in Section N of the Summary.

         1.20 Premises: The term "Premises" shall mean that building area
described in Section D of the Summary that is within the Building.

         1.21 Project: The term "Project" shall mean that real property and the
improvements thereon which are specified in Section E of the Summary, the
aggregate rentable area of which is referred to herein as the "Project Rentable
Area."

         1.22 Private Restrictions: The term "Private Restrictions" shall mean
all recorded covenants, conditions and restrictions, private agreements,
reciprocal easement agreements, and any other recorded instruments affecting the
use of the Premises which (i) exist as of the Effective Date, or (ii) are
recorded after the Effective Date including, without limitation, those set forth
on Exhibit I hereto.

         1.23 Real Property Taxes: The term "Real Property Taxes" is defined in
Section 8.3.

         1.24 Rentable Area: The term "Rentable Area" as used in the Lease shall
mean:

                  A. The usable area as determined by Landlord's architect,
multiplied by a load factor of 1.15 to approximate Tenant's share of common
areas which include corridors, lobbies, restrooms, mechanical rooms, electrical
rooms, and telephone closets, which are maintained by the Landlord for the
common benefit of all tenants of the building.


                                       4
<PAGE>   9
                  B. Landlord and Tenant agree that (i) each has had an
opportunity to determine to its satisfaction the actual area of the Project and
the Premise, (ii) all measurements of area contained in this Lease are
conclusively agreed to be correct and binding upon the parties, even if a
subsequent measurement of any one of these areas determines that it is more or
less than the amount of area reflected in this Lease, and (iii) any such
subsequent determination that the area is more or less than shown in this Lease
shall not result in a change in any way of the computations of rent, improvement
allowances, or other matters described in this Lease where area is a factor.

         1.25 Scheduled Commencement Date: The term "Scheduled Commencement
Date" shall mean the date specified in Section I of the Summary.

         1.26 Security Instrument: The term "Security Instrument" shall mean any
underlying lease, mortgage or deed of trust which now or hereafter affects the
Project, and any renewal, modification, consolidation, replacement or extension
thereof.

         1.27 Summary: The term "Summary" shall mean the Summary of Basic Lease
Terms executed by Landlord and Tenant that is part of this Lease.

         1.28 Tenant's Alterations: The term "Tenant's Alterations" shall mean
all improvements, additions, alterations, and fixtures installed in the Premises
by Tenant at its expense, which are not Trade Fixtures.

         1.29 Tenant's Share: The term "Tenant's Share" shall mean the
percentage obtained by dividing Tenant's Rentable Area by the Building Rentable
Area, which as of the Effective Date is the percentage identified in Section G
of the Summary. In the event Landlord constructs other buildings on the Project
Landlord may, in Landlord's sole discretion, reformulate Tenant's Share, as to
any or all of the items which comprise Operating Expenses, to reflect the
rentable square footage of the Premises as a percentage of all rentable square
footage of the Project. In the event Tenant's Share is reformulated in
accordance with this Paragraph 1.30, Landlord shall promptly provide Tenant
notice of such reformulation, together with a written statement showing in
reasonable detail the manner in which Tenant's Share was reformulated and a list
of all items of Operating Expenses which will be accounted for using the
reformulated percentage. Any items of Operating Expenses to which the
reformulated share is not applied shall be accounted for using the Tenant's
Share set forth in Section G of the Summary.

         1.30 Trade Fixtures: The term "Trade Fixtures" shall mean (i) Tenant's
inventory, furniture, signs, and business equipment, and (ii) anything affixed
to the Premises by Tenant at its expense for purposes of trade, manufacture,
ornament or domestic use (except replacement of similar work or material
originally installed by Landlord) which can be removed without material injury
to the Premises unless such thing has, by the manner in which it is affixed,
become an integral part of the Premises.

                                    ARTICLE 2

                      DEMISE, CONSTRUCTION, AND ACCEPTANCE

         2.1 Demise of Premises: Landlord hereby leases to Tenant, and Tenant
leases from Landlord, for the Lease Term upon the terms and conditions of this
Lease, the Premises for Tenant's own use in the conduct of Tenant's business
together with (i) the non-exclusive right to use the number of Tenant's
Allocated Parking Stalls within the Common Area (subject to the limitations set
forth in Section 4.5), and (ii) the non-exclusive right to use the Common Area
for ingress to and egress from the Premises. Landlord reserves the use of
exterior walls, the roof and the area beneath and above the Premises, together
with the right to install, maintain, use, and replace ducts, wires, conduits and
pipes leading through the Premises in locations which will not materially
interfere with Tenant's use of the Premises.

                                        5
<PAGE>   10
         2.2 Commencement Date: If Landlord is not obligated to construct
improvements prior to the Commencement Date pursuant to Section 2.3, then on the
Scheduled Commencement Date Landlord shall deliver possession of the Premises to
Tenant and the Lease Term shall commence, and such date shall be referred to
herein as the "Commencement Date". If Landlord is required to construct
improvements to the Premises prior to the Commencement Date, then the Scheduled
Commencement Date shall be only an estimate of the actual Commencement Date, and
the term of this Lease shall begin on the first to occur of the following, which
shall be the "Commencement Date": (i) the date Landlord offers to deliver
possession of the Premises to Tenant following substantial completion of all
improvements to be constructed by Landlord pursuant to Section 2.3 except for
punchlist items which do not prevent Tenant from using the Premises for the
Permitted Use and such work as Landlord is required to perform but cannot
complete until Tenant performs necessary portions of construction work it has
elected or is required to do; or (ii) the date Tenant enters into occupancy of
the Premises.

         2.3 Construction of Improvements: Prior to the Commencement Date,
Landlord shall construct certain improvements that shall constitute or become
part of the Premises if required by, and then in accordance with, the terms of
Exhibit B and Exhibit C.

         2.4 Delivery and Acceptance of Possession: If this Lease provides that
Landlord must deliver possession of the Premises to Tenant on a certain date,
then if Landlord is unable to deliver possession of the Premises to Tenant on or
before such date for any reason whatsoever, this Lease shall not be void or
voidable for a period of 180 days thereafter, and Landlord shall not be liable
to Tenant for any loss or damage resulting therefrom. Tenant shall accept
possession and enter into good faith occupancy of the entire Premises and
commence the operation of its business therein within 30 days after the
Commencement Date. Tenant acknowledges that it has had an opportunity to
conduct, and has conducted, such inspections of the Premises, as it deems
necessary to evaluate its condition. Except as otherwise specifically provided
herein, Tenant agrees to accept possession of the Premises in its then existing
condition, "as-is", including all patent and latent defects. Tenant's taking
possession of any part of the Premises shall be deemed to be an acceptance by
Tenant of any work of improvement done by Landlord in such part as complete and
in accordance with the terms of this Lease except for defects of which Tenant
has given Landlord written notice prior to the time Tenant takes possession. At
the time Landlord delivers possession of the Premises to Tenant, Landlord and
Tenant shall together execute an acceptance agreement in the form attached as
Exhibit D, appropriately completed. Landlord shall have no obligation to deliver
possession, nor shall Tenant be entitled to take occupancy, of the Premises
until such acceptance agreement has been executed, and Tenant's obligation to
pay Base Monthly Rent and Additional Rent shall not be excused or delayed
because of Tenant's failure to execute such acceptance agreement.

         2.5 Early Occupancy: If Tenant enters or permits its contractors to
enter the Premises prior to the Commencement Date and the written permission of
Landlord, it shall do so upon all of the terms of this Lease (including its
obligations regarding indemnity and insurance) except those regarding the
obligation to pay rent, which shall commence on the Commencement Date.

         2.6 Relocation.

                  A. Relocation Prior to Possession. Prior to Tenant's occupancy
Landlord shall have the right to relocate the Premises to another part of the
Project in accordance with the following:

                           (1) The relocated Premises shall be substantially the
same in size, dimension, configuration, decor and nature as the Premises
described in this Lease, and shall be placed in that condition at Landlord's
cost.

                           (2) The physical relocation of the premises shall be
accomplished at Landlord's cost.


                                       6
<PAGE>   11
                           (3) Landlord shall give Tenant at least fifteen (15)
days prior written notice of Landlord's intention to relocate the Premises.

                           (4) If the relocation has not been completed as of
Scheduled Commencement Date Rent shall be abated during the period between the
Scheduled Commencement Date and the time the relocated Premises are delivered to
Tenant.

                           (5) All reasonable costs incurred by Tenant which are
directly related to the relocation, including, but not limited to, the costs of
reasonable quantities of new stationery and business cards for which address
changes are required, customary advertising then is use, and the cost of address
changes to directories and similar items in which Tenant is customarily and
actually advertising at the date of Landlord's notice to Tenant of the proposed
relocation, shall be paid by Landlord in a sum not to exceed, in the aggregate,
Tenant's Base Monthly Rent as specified in Section K of the Summary.

                           (6) If the relocated Premises are smaller or larger
than the Premises as they existed before the relocation, Base Rent shall be
adjusted to a sum computed by multiplying the Base Rent by a fraction, the
numerator of which shall be the total number of square feet in the relocated
Premises, and the denominator of which shall be the total number of square feet
in the Premises before relocation. In addition, Tenant's percentage share of
Common Operating Expenses shall be similarly adjusted.

                           (7) Tenant may not terminate this Lease as a result
of Landlord's election to relocate the Premises pursuant to this Paragraph 2.6

                  B. Relocation During Term. At any time during the Lease Term,
Landlord shall have the right to relocate the Premises to another part of the
Project in the same manner and upon the same terms and conditions set forth in
Paragraph 2.6A except:

                           (1) Landlord shall give Tenant sixty (60) days notice
of Landlord's intention to relocate the Premises.

                           (2) Within said sixty (60) day period Tenant shall
have the right to accept or reject the proposed relocation.

                           (3) If Tenant rejects the proposed relocation or
fails to unequivocally accept, in writing, the proposed relocation within said
sixty (60) day period, Landlord shall have the right, exercisable by written
notice to Tenant within thirty (30) days after the expiration of said sixty (60)
day period, to terminate this Lease, such termination to be effective as of any
date chosen by Landlord and specified in Landlord's notice of termination but
not less than sixty (60) days after the date of Landlord's notice of
termination. If Landlord does not deliver its notice of termination within said
thirty (30) day period, this Lease shall remain in full force and effect for the
balance of the term remaining hereunder as to the Premises then occupied by
Tenant and Tenant shall not be required to relocate.

                  C. New Premises. Upon any relocation pursuant to Section
Section 2.6A or 2.6B, the relocated Premises shall become the premises leased by
Tenant hereunder and all references in this Lease to the "Premises" shall refer
thereto.

                                    ARTICLE 3

                                      RENT

         3.1 Base Monthly Rent: Commencing on the Commencement Date and
continuing throughout the Lease Term, Tenant shall pay to Landlord the Base
Monthly Rent set forth in Section K of the Summary.


                                       7
<PAGE>   12
         3.2 Additional Rent: Commencing on the Commencement Date and continuing
throughout the Lease Term, Tenant shall pay the following as additional rent
(the "Additional Rent"): (i) any late charges or interest due Landlord pursuant
to Section 3.4; (ii) Tenant's Share of Common Operating Expenses as provided in
Section 8.1; (iii) Landlord's share of any Subrent received by Tenant upon
certain assignments and sublettings as required by Section 14.1; (iv) any legal
fees and costs due Landlord pursuant to Section 15.9, and (v) any other charges
due Landlord pursuant to this Lease.

         3.3 Payment of Rent: Concurrently with the execution of this Lease by
both parties, Tenant shall pay to Landlord the amount set forth in Section L of
the Summary as prepayment of rent for credit against the first installment(s) of
Base Monthly Rent. All rent required to be paid in monthly installments shall be
paid in advance on the first day of each calendar month during the Lease Term.
If Section K of the Summary provides that the Base Monthly Rent is to be
increased during the Lease Term and if the date of such increase does not fall
on the first day of a calendar month, such increase shall become effective on
the first day of the next calendar month. All rent shall be paid in lawful money
of the United States, without any abatement, deduction or offset whatsoever
(except as specifically provided in Section 11.4 and Section 12.3), and without
any prior demand therefor. Rent shall be paid to Landlord at its address set
forth in Section R of the Summary, or at such other place as Landlord may
designate form time to time. Tenant's obligation to pay Base Monthly Rent and
Tenant's Share of Common Operating Expenses shall be prorated at the
commencement and expiration of the Lease Term.

         3.4 Late Charge and Interest on Rent in Default: If any Base Monthly
Rent or Additional Rent is not received by Landlord from Tenant within three
business days following the date such payment is due, then Tenant shall
immediately pay to Landlord a late charge equal to 5% of such delinquent rent as
liquidated damages for Tenant's failure to make timely payment. In no event
shall this provision for a late charge be deemed to grant to Tenant a grace
period or extension of time within which to pay any rent or prevent Landlord
from exercising any right or remedy available to Landlord upon Tenant's failure
to pay any rent due under this Lease in a timely fashion, including any right to
terminate this Lease pursuant to Section 13.2C. If any rent remains delinquent
for a period in excess of 30 days then, in addition to such late charge, Tenant
shall pay to Landlord interest on any rent that is not paid when due at the
Agreed Interest Rate following the date such amount became due until paid.

         3.5 Security Deposit: On the Effective Date, Tenant shall deposit with
Landlord the amount set forth in Section M of the Summary as security for the
performance by Tenant of its obligations under this Lease, and not as prepayment
of rent (the "Security Deposit"). Landlord may from time to time apply such
portion of the Security Deposit as is reasonably necessary for the following
purposes: (i) to remedy any default by Tenant in the payment of rent; (ii) to
repair damage to the Premises caused by Tenant; (iii) to clean the Premises upon
termination of the Lease; and (iv) to remedy any other default of Tenant to the
extent permitted by Law and, in this regard, Tenant hereby waives any
restriction on the uses to which the Security Deposit may be put contained in
California Civil Code Section 1950.7. In the event the Security Deposit or any
portion thereof is so used, Tenant agrees to pay to Landlord promptly upon
demand an amount in cash sufficient o restore the Security Deposit to the full
original amount. Landlord shall not be deemed a trustee of the Security Deposit,
may use the Security Deposit in Business, and shall not be required to segregate
it from its general accounts. Tenant shall not be entitled to any interest on
the Security Deposit. If Landlord transfers the Premises during the Lease Term,
Landlord may pay the Security Deposit to any transferee of Landlord's interest
in conformity with the provisions of California Civil Code Section 1950.7 and/or
any successor statute, in which event the transferring Landlord will be released
from all liability for the return of the Security Deposit.

                                    ARTICLE 4

                                 USE OF PREMISES

         4.1 Limitation on Use: Tenant shall use the Premises solely for the
Permitted Use specified in Section N of the Summary. Tenant shall not do
anything in or about the Premises which will (i) cause structural injury to the


                                       8
<PAGE>   13
Building, or (ii) cause damage to any part of the Building except to the extent
reasonably necessary for the installation of Tenant's Trade Fixtures and
Tenant's Alterations, and then only in a manner which has been first approved by
Landlord in writing. Tenant shall not operate any equipment within the Premises
which will (i) materially damage the Building or the Common Area, (ii) overload
existing electrical systems or other mechanical equipment servicing the
Building, (iii) impair the efficient operation of the sprinkler system or the
heating, ventilating or air conditioning ("HVAC") equipment within or servicing
the Building, or (iv) damage, overload or corrode the sanitary sewer system.
Tenant shall not attach, hang or suspend anything from the ceiling, roof, walls
or columns of the Building or set any load on the floor in excess of the load
limits for which such items are designed nor operate hard wheel forklifts within
the Premises. Any dust, fumes, or waste products generated by Tenant's use of
the Premises shall be contained and disposed so that they do not (i) create an
unreasonable fire or health hazard, (ii) damage the Premises, or (iii) result in
the violation of any Law. Except as approved by Landlord, Tenant shall not
change the exterior of the Building or install any equipment or antennas on or
make any penetration of the exterior or roof of the Building. Tenant shall not
commit any waste in or about the Premises, and Tenant shall keep the Premises in
a neat, clean, attractive and orderly condition, free of any nuisances. If
Landlord designates a standard window covering for use throughout the Building,
Tenant shall use this standard window covering to cover all windows in the
Premises. Tenant shall not conduct on any portion of the Premises or the Project
any sale of any kind, including any public or private auction, fire sale, going
out of business sale, distress sale or other liquidation sale.

         4.2 Compliance with Regulations: Tenant shall not use the Premises in
any manner, which violates any Laws, or Private Restrictions, which affect the
Premises. Tenant shall abide by and promptly observe and comply with all Laws
and Private Restrictions (including, without limitation, the Americans with
Disabilities Act). Tenant shall not use the Premises in any manner, which will
cause a cancellation of any insurance policy covering Tenant's Alterations, or
any improvements installed by Landlord at its expense or which poses an
unreasonable risk of damage or injury to the Premises. Tenant shall not sell, or
permit to be kept, used, or sole in or about the Premises any article, which may
be prohibited by the standard form of fire insurance policy. Tenant shall comply
with all reasonable requirements of any insurance company, insurance
underwriter, or Board of Fire Underwriters, which are necessary to maintain the
insurance coverage carried by either Landlord or Tenant pursuant to this Lease.

         4.3 Outside Areas: No materials, supplies, tanks or containers,
equipment, finished products or semi-finished products, raw materials,
inoperable vehicles or articles of any nature shall be stored upon or permitted
to remain outside of the Premises except in fully fenced and screened areas
outside the Building which have been designed for such purpose and have been
approved in writing by Landlord for such use by Tenant.

         4.4 Signs: Tenant shall not place on any portion of the Premises any
sign, placard, lettering in or on windows, banner, displays or other advertising
or communicative material which is visible from the exterior of the Building
without the prior written approval of Landlord. All such approved signs shall
strictly conform to all Laws, Private Restrictions, and Landlord's sign criteria
attached as Exhibit J, and shall be installed at the expense of Tenant.
Tenant shall maintain such signs in good condition and repair.

         4.5 No Light, Air or View Easement: Any diminution or shutting off of
light, air or view by any structure which may be erected on lands adjacent to
the Building shall in no way affect this Lease or impose any liability on
Landlord.

         4.6 Parking: Tenant is allocated and shall have the non-exclusive right
to use not more than the number of Tenant's Allocated Parking Stalls contained
within the Project described in Section H of the Summary for its use and the use
of Tenant's Agents, the location of which may be designated from time to time by
Landlord. Tenant shall not at any time use more parking spaces than the number
so allocated to Tenant or park its vehicles or the vehicles of others in any
portion of the Project not designated by Landlord as a non-exclusive parking
area. Tenant shall not have the exclusive right to use any specific parking
space. If Landlord grants to any other tenant the exclusive right to use any
particular parking space(s), Tenant shall not use such spaces. Landlord reserves
the right, after having given Tenant

                                       9
<PAGE>   14
reasonable notice, to have any vehicles owned by Tenant or Tenant's Agents
utilizing parking spaces in excess of the parking spaces allowed for Tenant's
use to be towed away at Tenant's cost. All trucks and delivery vehicles shall be
(i) parked at the rear of the Building, (ii) loaded and unloaded in a manner
which does not interfere with the businesses of other occupants of the Project,
and (iii) permitted to remain on the Project only so long as is reasonably
necessary to complete loading and unloading. In the event Landlord elects or is
required by any Law to limit or control parking in the Project, whether by
validation of parking tickets or any other method of assessment, Tenant agrees
to participate in any such validation or assessment program under such
reasonable rules and regulations as are from time to time established by
Landlord.

         4.7 Rules and Regulations: Landlord may from time to time promulgate
reasonable and nondiscriminatory rules and regulations applicable to all
occupants of the Project for the care and orderly management of the Project and
the safety of its tenants and invitees, including, without limitation, those set
forth on Exhibit G hereto. Such rules and regulations shall be binding upon
Tenant upon delivery of a copy thereof to Tenant, and Tenant agrees to abide by
such rules and regulations. If there is a conflict between the rules and
regulations and any of the provisions of this Lease, the provision of this Lease
shall prevail. Landlord shall not be responsible for the violation by any other
tenant of the Project of any such rules and regulations.

                                    ARTICLE 5

                         TRADE FIXTURES AND ALTERATIONS

         5.1 Trade Fixtures: Throughout the Lease Term, Tenant may provide and
install, and shall maintain in good condition, any Trade fixtures required in
the conduct of its business in the Premises. All Trade Fixtures shall remain
Tenant's property.

         5.2 Tenant's Alteration: Construction by Tenant of Tenant's Alterations
shall be governed by the following:

                  A. Tenant shall not construct any Tenant's Alterations or
otherwise alter the Premises without Landlord's prior written approval. Tenant
shall be entitled, without Landlord's prior approval, to make Tenant's
Alterations (i) which do not affect the structural or exterior parts or water
tight character of the Building, and (ii) the reasonably estimated cost of
which, plus the original cost of any part of the Premises removed or materially
altered in connection with such Tenant's Alterations, together do not exceed the
Permitted Tenant Alterations Limit specified in Section O of the Summary per
work of improvements. In the event Landlord's approval for any Tenant's
Alterations is required, Tenant shall not construct the Leasehold Improvement
until Landlord has approved in writing the plans and specifications therefor,
and such Tenant's Alterations shall be constructed substantially in compliance
with such approved plans and specifications by a licensed contractor first
approved by Landlord. All Tenant's Alterations constructed by Tenant shall be
constructed by a licensed contractor in accordance with all Laws using new
materials of good quality.

                  B. Tenant shall not commence construction of any Tenant's
Alterations until (i) all required governmental approvals and permits have been
obtained, (ii) all requirements regarding insurance imposed by this Lease have
been satisfied, (iii) Tenant has given Landlord at least five days' prior
written notice of its intention to commence such construction, and (iv) if
reasonably requested by Landlord, Tenant has obtained contingent liability and
broad form builders' risk insurance in an amount reasonably satisfactory to
Landlord if there are any perils relating to the proposed construction not
covered by insurance carried pursuant to Article 9.

                  C. All Tenant's Alterations shall remain the property of
Tenant during the Lease Term but shall not be altered or removed from the
Premises. At the expiration or sooner termination of the Lease Term, all
Tenant's Alterations shall be surrendered to Landlord as part of the realty and
shall then become Landlord's property, and

                                       10
<PAGE>   15
Landlord shall have no obligation to reimburse Tenant for all or any portion of
the value or cost thereof; provided, however, that if Landlord requires Tenant
to remove any Tenant's Alterations, Tenant shall so remove such Tenant's
Alterations prior to the expiration or sooner termination of the Lease Term.
Notwithstanding the foregoing, Tenant shall not be obligated to remove any
Tenant's Alterations with respect to which the following is true: (i) Tenant was
required, or elected, to obtain the approval of Landlord to the installation of
the Leasehold Improvement in question; (ii) at the time Tenant requested
Landlord's approval, Tenant requested of Landlord in writing that Landlord
inform Tenant of whether or not Landlord would require Tenant to remove such
Leasehold Improvement at the expiration of the Lease Term; and (iii) at the time
Landlord granted its approval, it did not inform Tenant that it would require
Tenant to remove such Leasehold improvements at the expiration of the Lease
Term.

         5.3 Alterations Required by Law: Tenant shall make any alteration,
addition or change of any sort to the Premises that is required by any Law
because of (i) Tenant's particular use or change of use of the Premises; (ii)
Tenant's application for any permit or governmental approval; (iii) Tenant's
construction or installation of any Tenant's Alterations or Trade Fixtures; or
(iv) the Americans with Disabilities Act. Any other alteration, addition, or
change required by Law, which is not the responsibility of Tenant pursuant to
the foregoing, shall be made by Landlord (subject to Landlord's right to
reimbursement from Tenant specified in Section 5.4).

         5.4 Amortization of Certain Capital Improvements: Tenant shall pay
Additional Rent in the event Landlord reasonably elects or is required to make
any of the following kinds of capital improvements to the Project and the cost
thereof is not reimbursable as a Common Operating Expense: (i) capital
improvements required to be constructed in order to comply with any Law
(excluding Hazardous Materials Law) not in effect or applicable to the Project
as of the Effective Date, and specifically including the Americans with
Disabilities Act (as it applies to Common Areas); (ii) modification of existing
or construction of additional capital improvements or building service equipment
for the purpose of reducing the consumption of utility services or Common
Operating Expenses of the Project; (iii) replacement of capital improvements or
building service equipment existing as of the Effective Date when required
because of normal wear and tear; and (iv) restoration of any part of the Project
that has been damaged by any peril to the extent the cost thereof is not covered
by insurance proceeds actually recovered by Landlord up to a maximum amount per
occurrence of 10% of the then replacement cost of the Project. The amount of
Additional Rent Tenant is to pay with respect to each such capital improvement
shall be determined as follows:

                  A. All costs paid by Landlord to construct such improvements
(including financing costs) shall be amortized over the useful life of such
improvements (as reasonably determined by Landlord in accordance with generally
accepted accounting principles) with interest on the unamortized balance at the
then prevailing market rate Landlord would pay if it borrowed funds to construct
such improvements from an institutional leader (but in no event to exceed the
maximum legal rate), and Landlord shall inform Tenant of the monthly
amortization payment required to so amortize such costs, and shall also provide
Tenant with the information upon which such determination is made.

                  B. As Additional Rent, Tenant shall pay at the same time the
Base Monthly Rent is due an amount equal to Tenant's Share of that portion of
such monthly amortization payment fairly allocable to the Building (as
reasonably determined by Landlord) for each month after such improvements are
completed until the first to occur of (i) the expiration of the Lease Term (as
it may be extended), or (ii) the end of the term over which such costs were
amortized.

         5.5 Mechanic's Liens: Tenant shall keep the Project free from any liens
and shall pay when due all bills arising out of any work performed, materials
furnished, or obligations incurred by Tenant or Tenant's Agents relating to the
Project. If any claim of lien is recorded (except those caused by Landlord or
Landlord's Agents), Tenant shall bond against or discharge the same within 10
days after the same has been recorded against the Project. Should any lien be
filed against the Project or any action be commenced affecting title to the
Project, the party receiving notice of such lien or action shall immediately
give the other party written notice thereof.


                                       11
<PAGE>   16
         5.6 Taxes on Tenant's Property: Tenant shall pay before delinquency any
and all taxes, assessments, license fees and public charges levied, assessed or
imposed against Tenant or Tenant's estate in this Lease or the property of
Tenant situated within the Premises which become due during the Lease Term. If
any tax or other charge is assessed by any governmental agency because of the
execution of this Lease, such tax shall be paid by Tenant. On demand by
landlord, Tenant shall furnish Landlord with satisfactory evidence of these
payments.

                                    ARTICLE 6

                             REPAIR AND MAINTENANCE

         6.1 Tenant's Obligation to Maintain: Except as otherwise provided in
Section 6.2, Section 11.1, and Section 12.3, Tenant shall, at all times during
the Lease Term, maintain the Premises in good order, condition and repair.
Tenant shall be responsible for the maintenance, repair and replacement, when
necessary of wall, window and floor coverings.

         6.2 Landlord's Obligation to Maintain: Landlord shall repair and
maintain, in reasonably good condition except as provided in Section 11.2 and
Section 12.1 the following: (i) the structural parts of the Building (including
foundation, load-bearing and exterior walls, subflooring and roof), (ii) the
Common Area of the Building, (iii) the electrical, utility, plumbing, sewage and
HVAC equipment servicing of the Building, installed or furnished by Landlord,
and (iv) interior demising walls and partitions (but not wall or partition
coverings), windows, ceiling light fixtures, drop ceiling and doors. It is an
express condition precedent to all Landlord's Obligations to repair and maintain
that Tenant shall have first notified Landlord in writing of the need for such
repairs and maintenance.

         6.3 Control of Common Area: Landlord shall at all times have exclusive
control of the Common Area. Landlord shall have the right, without the same
constituting an actual or constructive eviction and without entitling Tenant to
any abatement of rent, to: (i) close any part of the Common Area to whatever
extent required in the opinion of Landlord's counsel to prevent a dedication
thereof or the accrual of any prescriptive rights therein; (ii) temporarily
close the Common Area to perform maintenance or for any other reason deemed
sufficient by Landlord; (iii) change the shape, size, location and extent of the
Common Area; (iv) eliminate from or add to the Project any land or improvement,
including multi-deck parking structures; (v) make changes to the Common Area
including, without limitation, changes in the location of driveways, entrances,
passageways, doors and doorways, elevators, stairs, restrooms, exits, parking
paces, parking areas, sidewalks or the direction of the flow of traffic and the
site of the Common Area; (vi) remove unauthorized persons from the Project,
and/or (vii) change the name or address of the Building or Project. Tenant shall
keep the Common Area clear of all obstructions created or permitted by Tenant.
If in the opinion of Landlord unauthorized persons are using any of the Common
Area by reason of the presence of Tenant in the Building, Tenant, upon demand of
Landlord, shall restrain such unauthorized use by appropriate proceedings. In
exercising any such rights regarding the Common Area, (i) Landlord shall make a
reasonable effort to minimize any disruption to Tenant's business, and (ii)
Landlord shall not exercise its rights to control the Common Area in a manner
that would materially interfere with Tenant's use of the Premises without first
obtaining Tenant's consent.

                                    ARTICLE 7

                          WASTE DISPOSAL AND UTILITIES

         7.1 Waste Disposal: Tenant shall store its waste either inside the
Premises or within outside trash enclosures that are fully fenced and screened
in compliance with all Private Restrictions, and designed for such purpose. All
entrances to such outside trash enclosures shall be kept closed, and waste shall
be stored in such manner as not to be visible from the exterior of such outside
enclosures. Tenant shall keep all fire corridors and mechanical equipment rooms
in the Premises free and clear of all obstructions at all times.


                                       12
<PAGE>   17
         7.2 Hazardous Materials: Landlord and Tenant agree as follows with
respect to the existence or use of Hazardous Materials on the Project:

                  A. As a condition to the effectiveness of this Lease, Tenant
shall accurately and fully complete Landlord's Hazardous Materials Questionnaire
in the form attached hereto as Exhibit H. This Lease shall be of no force or
effect unless and until Landlord approves Tenant's completed Hazardous Materials
Questionnaire. Any handling, transportation, storage, treatment, disposal or use
of Hazardous Materials by Tenant and Tenant's Agents after the Effective Date in
or about the Project shall strictly comply with all applicable Hazardous
Materials Laws. Tenant shall save, protect, indemnify, defend upon demand with
counsel reasonably acceptable to Landlord, and hold harmless Landlord from and
against any liabilities, losses, claims, damages, lost profits, consequential
damages, interest, penalties, fines, monetary sanctions, attorneys' fees,
experts' fees, court costs, remediation costs, investigation costs, and other
expenses which result from or arise in any manner whatsoever out of the use,
storage, treatment, transportation, release, or disposal of Hazardous Materials
on or about the Project by Tenant or Tenant's Agents after the Effective Date.

                  B. If the presence of Hazardous Materials on the Project
caused or permitted by Tenant or Tenant's Agents after the Effective Date
results in contamination or deterioration of water or soil resulting in a level
of contamination greater than the levels established as acceptable by any
governmental agency having jurisdiction over such contamination, then Tenant
shall promptly take any and all action necessary to investigate and remediate
such contamination if required by Law or as a condition to the issuance or
continuing effectiveness of any governmental approval which relates to the use
of the Project or any part thereof. Tenant shall further be solely responsible
for, and shall save, protect, defend, indemnify and hold Landlord and its agents
harmless from and against, all claims, costs and liabilities, including
attorneys' fees, experts' fees, and costs, arising out of or in connection with
any investigation and remediation required hereunder to return the Project to
its condition existing prior to the appearance of such Hazardous Materials.

                  C. Landlord and Tenant shall each give written notice to the
other as soon as reasonably practicable of (i) any communication received from
any governmental authority concerning Hazardous Materials which relates to the
Project, and (ii) any contamination of the Project by Hazardous Materials which
constitutes a violation of any Hazardous Materials Law. Tenant may use small
quantities of household chemicals such as adhesives, lubricants, and cleaning
fluids in order to conduct its business at the Premises and such other Hazardous
Materials as are necessary for the operation of Tenant's business of which
Landlord receives notice prior to such Hazardous Materials being brought onto
the Premises and which Landlord consents in writing may be brought onto the
Premises. At any time during the Lease Term, Tenant shall, within five days
after written request therefor received from Landlord, disclose in writing all
Hazardous Materials that are being used by Tenant on the Project, the nature of
such use, and the manner of storage and disposal.

                  D. Landlord may cause testing wells to be installed on the
Project, and may cause the ground water to be tested to detect the presence of
Hazardous Material by the use of such tests as are then customarily used for
such purposes. If Tenant so requests, Landlord shall supply Tenant with copies
of such test results. The cost of such tests and of the installation,
maintenance, repair and replacement of such wells shall be paid by Tenant if
such tests disclose the existence of facts which give rise to liability of
Tenant pursuant to its indemnity given in Section 7.2A and/or Section 7.2B.

                  E. As used herein, the term "Hazardous Material," means any
hazardous or toxic substance, material or waste which is or becomes regulated by
any local governmental authority, the State of California or the United States
Government. The term "Hazardous Material," includes, without limitation,
petroleum products, asbestos, PCB's, and any material or substance with is (i)
listed under Article 9 or defined as hazardous or extremely hazardous pursuant
to Article 11 of Title 22 of the California Administrative Code, Division 4,
Chapter 20, (ii) defined as a "hazardous waste" pursuant to Section 1004 of the
Federal Resource Conservation and Recovery Act, 42 U.S.C. 6901

                                       13
<PAGE>   18
et seq. (42 U.S.C. 6903), or (iii) defined as a "hazardous substance" pursuant
to Section 101 of the Comprehensive Environmental Response; Compensation and
Liability Act, 42 U.S.C. 9601 et seq. (42 U.S.C. 9601). As used herein, the term
"Hazardous Material Law" shall mean any statute, law, ordinance, or regulation
of any governmental body or agency (including the U.S. Environmental Protection
Agency, the California Regional Water Quality Control Board, and the California
Department of Health Services) which regulates the use, storage, release or
disposal of any Hazardous Material.

                  F. The obligations of Landlord and Tenant under this Section
7.2 shall survive the expiration or earlier termination of the Lease Term. The
rights and obligations of Landlord and Tenant with respect to issues relating to
Hazardous Materials are exclusively established by this Section 7.2. In the
event of any inconsistency between any other part of this Lease and this Section
7.2, the terms of this Section 7.2 shall control.

         7.3 Utilities: Tenant shall promptly pay, as the same become due, all
charges for water, gas, electricity, telephone, sewer service, waste pick-up and
any other utilities, materials or services furnished directly to or used by
Tenant on or about the Premises during the Lease Term, including, without
limitation, (i) meter, use and/or connection fees, hook-up fees, or standby fee
(excluding any connection fees or hook-up fees which relate to making the
existing electrical, gas, and water service available to the Premises as of the
Commencement Date), and (ii) penalties for discontinued or interrupted service.
However, if Landlord determines that Tenant is using a disproportionate amount
of any utility service not separately metered, then Landlord at its election may
(i) periodically charge Tenant, as Additional Rent, a sum equal to Landlord's
reasonable estimate of the cost of Tenant's excess use of such utility service,
or (ii) install a separate meter (at Tenant's expense) to measure the utility
service supplied to the Premises.

         7.4 Utilities and Services. Provided that there are no uncured Events
of Tenant's Default, Landlord agrees to furnish or cause to be furnished to the
Premises the utilities and services described in the Landlord Services, attached
hereto as Exhibit F, subject to the conditions and in accordance with the
standards set forth therein. Landlord shall not be in default hereunder or be
liable for any damages directly or indirectly resulting from, nor shall rent be
abated by reason of failure to furnished any of the foregoing items as a result
of: (a) accident, breakage, or repairs; (b) strikes, lockouts or other labor
disturbance or labor dispute of any character; (c) governmental regulation,
moratorium or other governmental action; (d) inability, despite the exercise of
reasonable diligence, to obtain electricity, water or fuel; (e) interruption
necessary to install or repair facilities in the Building; or (f) any other
causes beyond Landlord's reasonable control. In the event of any failure,
stoppage or interruption of such services, Landlord shall diligently attempt to
resume service promptly.

         7.5 Compliance with Governmental Regulations. Landlord and Tenant shall
comply with all rules, regulations and requirements promulgated by national,
state or local governmental agencies or utility suppliers concerning the use of
utility services, including any rationing, limitation or other control. Tenant
shall not be entitled to terminate this Lease nor to any abatement in rent by
reason of such compliance.

                                    ARTICLE 8

                            COMMON OPERATING EXPENSES

         8.1 Tenant's Obligations to Reimburse. As Additional Rent, Tenant shall
pay Tenant's Share (specified in Section G of the Summary) of the amount (if
any) by which Common Operating Expenses paid or incurred in any calendar year
during the Lease Term exceeds the Common Operating Expense Base Amount
identified in Section P of the Summary (which excess is referred to herein as
the "Excess Expense") for any annual period or portion hereof. If the Project
contains more than one building, then Tenant shall pay Tenant's Share of the
Excess Expenses for the calendar year in question based upon the Common
Operating Expenses fairly allocable to the Building, which includes (i) all
Common Operating Expenses paid with respect to the maintenance, repair,
replacement and use of the Building, and (ii) a proportionate share based on the
Building Rentable Area as a percentage of the Project Rentable Area of the

                                       14
<PAGE>   19
Common Operating Expenses which relate to the Project in general and are not
fairly allocable to any one building within the Project. The following provision
shall apply to the foregoing obligation of Tenant:

                  A. Payment shall be made by whichever of the following methods
is from time to time designed by Landlord, and Landlord may change the method of
payment at any time. After each calendar year during the Lease Term, Landlord
may invoice Tenant for Tenant's Share of the Excess Expenses for such calendar
year, and Tenant shall pay such amounts so invoiced within five (5) days after
receipt of such notice. Alternatively, (i) Landlord shall deliver to Tenant
Landlord's reasonable estimate of the Excess Expenses it anticipates will be
paid or incurred for the calendar year in question; (ii) during such calendar
year, Tenant shall pay such Tenant's Share of the estimated Excess Expenses in
advance in equal monthly installments due with each installment of the Base
Monthly Rent; and (iii) within ninety (90) days after the end of such calendar
year, Landlord shall furnish to Tenant a statement in reasonable detail of the
actual Excess Expenses paid or incurred by landlord in accordance with this
paragraph during the just ending calendar year, and thereupon there shall be an
adjustment between Landlord and Tenant, with payment to or repayment by
Landlord, as the case may require, within five (5) days after delivery by
Landlord to Tenant of such statement, to the end that Landlord shall receive the
entire amount of Tenant's Share of all the Excess Expenses for such calendar
year and no more.

                  B. Tenant shall have the right, exercisable upon reasonable
prior notice to Landlord in writing, to inspect Landlord's books and records
relating to Common Operating Expenses at Landlord's office within 90 days of
receipt of any annual statement for the same, for the purpose of verifying the
charges contained in such statement.
Tenant may not withhold payment pending completion of such inspection.

         8.2 Common Operating Expenses Defined: The term "Common Operating
Expenses" shall mean the following:

                  A. All costs and expenses paid or incurred by Landlord in
doing the following (including payments to independent contractors providing
services related to the performance of the following): (i) maintaining,
cleaning, repairing and resurfacing the roof (including repair of leaks) and the
exterior surfaces (including painting) of all buildings located on the Project;
(ii) maintenance of the liability, fire and property damage insurance covering
the Project carried by Landlord pursuant to Section 9.2 (including the
prepayment of premiums for coverage of up to one year); (iii) maintaining,
repairing, operating and replacing when necessary HVAC equipment, utility
facilities and other building service equipment; (iv) providing utilities to the
Common Area (including lighting, trash removal and water for landscaping
irrigation); (v) complying with all applicable Laws and Private Restrictions;
(vi) operating, maintaining, repairing, cleaning, painting, restriping and
resurfacing the Common Area; (vii) replacement or installation of lighting
fixtures, directional or other signs and signals, irrigation systems, trees,
shrubs, ground cover and other plant materials, and all landscaping in the
Common Area; and (viii) providing security; and (ix) staffing and administering
(including supplies, telephones, equipment rental, payroll burden, professional
fees, taxes and licenses and tenant and broker relations) an on-site project
office.

                  B. The following costs: (i) Real Property Taxes as defined in
Section 8.3; (ii) the amount of any "deductible" paid by Landlord with respect
to damage caused by any Insured Peril; (iii) the cost to repair damage caused by
an Uninsured Peril up to a maximum amount in any 12 month period equal to 2% of
the replacement cost of the buildings or other improvements damaged; and (iv)
that portion of all compensation (including benefits and premiums for workers'
compensation and other insurance) paid to or on behalf of employees of Landlord
but only to the extent they are involved in the performance of the work
described by Section 8.2A that is fairly allocable to the Project;

                  C. Fees for management services rendered by either Landlord or
a third party manager engaged by Landlord (which may be a party affiliated with
Landlord).



                                       15
<PAGE>   20
                  D. All additional costs and expenses incurred by Landlord with
respect to the operation, protection, maintenance, repair and replacement of the
Project which would be considered a current expense (and not a capital
expenditure) pursuant to generally accepted accounting principles; provided,
however, that Common Operating Expenses shall not include any of the following:
(i) payments on any loans or ground leases affecting the Project; (ii)
depreciation of any buildings or any major systems of building service equipment
within the Project; (iii) leasing commissions; (iv) the cost of tenant
improvements installed for the exclusive use of other tenants of the Project;
and (v) any cost incurred in complying with Hazardous Materials Laws, which
subject is governed exclusively by Section 7.2.

         8.3 Real Property Taxes Defined: The term "Real Property Taxes" shall
mean all taxes, assessments, levies and other charges of any kind or nature
whatsoever, general and special, foreseen and unforeseen (including all
installments of principal and interest required to pay any existing or future
general or special assessments for public improvements, services or benefits,
and any increases resulting from reassessments resulting from a change in
ownership, new construction or any other cause), now or hereafter imposed by an
governmental or quasi-governmental authority or special district having the
direct or indirect power to tax or levy assessments, which are levied or
assessed against, or with special district having the direct or indirect power
to tax or levy assessments, which are levied or assessed against, or with
respect to the value, occupancy or use of all or any portion of the Project (as
now constructed or as may at any time hereafter be constructed, altered, or
otherwise changed) or Landlord's interest therein, the fixtures, equipment and
other property of Landlord, real or personal, that are an integral part of and
located on the Project, the gross receipts, income, or rentals from the Project,
or the use of parking areas, public utilities, or energy within the Project, or
Landlord's business of leasing the Project. If at any time during the Lease Term
the method of taxation or assessment of the Project prevailing as of the
Effective Date shall be altered so that in lieu of or in addition to any Real
Property Tax described above there shall be levied, assessed or imposed (whether
by reason of a change in the method of taxation or assessment, creation of a new
tax or charge, or any other cause) an alternate or additional tax or charge (i)
on the value, use or occupancy of the Project or Landlord's interest therein, or
(ii) on or measured by the gross receipts, income or rentals from the project,
on Landlord's business of leasing the project, or computed in any manner with
respect to the operation of the Project, then any such tax or charge, however
designated, shall be included within the meaning of the term "Real Property
Taxes" for purposes of this Lease. If any Real Property Tax is based upon
property or rents unrelated to the project, then only that part of such Real
Property Tax that is fairly allocable to the project shall be included within
the meaning of the term "Real Property Taxes". Notwithstanding the foregoing,
the term "Real Property Taxes" shall not include estate, inheritance, transfer,
gift or franchise taxes of Landlord or the federal or state net income tax
imposed on Landlord's income from all sources. Tenant acknowledges that the
"assessments" referred to in this Section 8.3 may include assessment districts
or other funding mechanisms, including but not limited to, improvement
districts, maintenance districts, special services zones or districts, or any
combination thereof (collectively hereafter called "Assessment Districts") for
the construction, alteration, expansion, improvement, completion, repair,
operation, or maintenance, as the case may be, of on-site or off-site
improvements, or services, or any combination thereof as required by the City of
Pleasanton (the "City"), as a condition of approving or modifying the
development of which the Premises are a part. These Assessment Districts may
provide, among other things, the following improvements or services: streets,
curbs, interchanges, highways, traffic noise studies and mitigation measures,
traffic control systems and expansion of city facilities to operate same,
landscaping and lighting maintenance services, maintenance of flood and control
facilities, water storage and distribution facilities, fire apparatus, manpower,
and other fire safety facilities, and sports facilities. Tenant hereby consents
to the formation of any and all existing and future Assessment Districts and
waives any and all rights of notice and any and all rights of protest in
connection with formation of any Assessment Districts and agrees to execute all
documents, including, but not limited to, formal waivers of notice and protest,
evidencing such consent and waiver upon request of Landlord or the City.

                                    ARTICLE 9

                                    INSURANCE

         9.1 Tenant's Insurance: Tenant shall maintain insurance complying with
all of the following:


                                       16
<PAGE>   21
                  A. Tenant shall procure, pay for and keep in full force and
effect the following:

                           (1) Commercial general liability insurance, including
property damage, against liability for personal injury, bodily injury, death and
damage to property occurring in or about, or resulting from an occurrence in or
about, the Premises with combined single limit coverage of not less than the
amount of Tenant's Liability Insurance Minimum specified in Section Q of the
Summary, which insurance shall contain a "contractual liability" endorsement
insuring Tenant's performance of Tenant's obligation to indemnify Landlord
contained in Section 10.3;

                           (2) Fire and property damage insurance in so-called
"all risk" form insuring Tenant's Trade Fixtures and Tenant's Alterations for
the full actual replacement cost thereof;

                           (3) Such other insurance that is either (i) required
by any Lender, or (ii) reasonably required by Landlord and customarily carried
by tenants of similar property in similar businesses.

                  B. Where applicable and required by Landlord, each policy of
insurance required to be carried by Tenant pursuant to this Section 9.1: (i)
shall name Landlord and such other parties in interest as Landlord reasonably
designates as additional insured; (ii) shall be primary insurance which provides
that the insurer shall be liable for the full amount of the loss up to and
including the total amount of liability set forth in the declarations without
the right of contribution from any other insurance coverage of Landlord; (iii)
shall be in a form satisfactory to Landlord; (iv) shall be carried with
companies reasonably acceptable to Landlord; (v) shall provide that such policy
shall not be subject to cancellation, lapse or change except after at least 30
days prior written notice to Landlord so long as such provision of 30 days
notice is reasonably obtainable, but in any event not less than 10 days prior
written notice; (vi) shall not have a "deductible" in excess of such amount as
is approved by Landlord; (vii) shall contain a cross liability endorsement; and
(viii) shall contain a "severability" clause. If Tenant has in full force and
effect a blanket policy of liability insurance with the same coverage for the
Premises as described above, as well as other coverage of other premises and
properties of Tenant, or in which Tenant has some interest, such blanket
insurance shall satisfy the requirements of this Section 9.1.

                  C. A copy of each paid-up policy evidencing the insurance
required to be carried by Tenant pursuant to this Section 9.1 (appropriately
authenticated by the insurer) or a certificate of the insurer, certifying that
such policy has been issued, providing the coverage required by this Section
9.1, and containing the provisions specified herein, shall be delivered to
Landlord prior to the time Tenant or any of its Agents enters the Premises and
upon renewal of such policies, but not less than 5 days prior to the expiration
of the term of such coverage. Landlord may, at any time, and from time to time,
inspect and/or copy and all insurance policies required to be procured by Tenant
pursuant to this Section 9.1. If any Lender or insurance advisor reasonably
determines at any time that the amount of coverage required for any policy of
insurance Tenant is to obtain pursuant to this Section 9.1 is not adequate, then
Tenant shall increase such coverage for such insurance to such amount as such
Lender or insurance advisor reasonably deems adequate, not to exceed the level
of coverage for such insurance commonly carried by comparable businesses
similarly situated.

         9.2 Landlord's Insurance: Landlord shall have the following obligations
and options regarding insurance:

                  A. Landlord shall maintain a policy or polices of fire and
property insurance in so-called "all risk" form insuring Landlord (and such
others as Landlord may designate) against loss of rents for a period of not less
than 12 months and from physical damage to the Project with coverage of not less
than the full replacement cost thereof. Landlord may so insure the Project
separately, or may insure the Project with other property owned by Landlord,
which Landlord elects to insure together under the same policy or policies. Such
fire and property damage insurance (i) may be endorsed to cover loss caused by
such additional perils against which Landlord may elect to insure, including
earthquake and/or flood, and to provide such additional coverage as Landlord
reasonably requires, and (ii) shall contain reasonable "deductibles" which, in
the case of earthquake and flood insurance, may be up to 10% of the replacement

                                       17
<PAGE>   22
value of the property insured or such higher amount as is then commercially
reasonable. Landlord shall not be required to cause such insurance to cover any
Trade Fixtures or Tenant's Alterations of Tenant.

                  B. Landlord may maintain a policy or policies of commercial
general liability insurance insuring Landlord (and such others as are designated
by Landlord) against liability for personal injury, bodily injury, death and
damage to property occurring or resulting from and occurrence in, on or about
the project, with combined single limit coverage in such amount as Landlord from
time to time determines is reasonably necessary for its protection.

         9.3 Tenant's Obligation to Reimburse: If Landlord's insurance rates for
the Building are increased at any time during the Lease Term as a result of the
nature of Tenant's use of the Premises, Tenant shall reimburse Landlord for the
full amount of such increase immediately upon receipt of a bill from Landlord
therefor.

         9.4 Release and Waiver of Subrogation: The parties hereto release each
other, and their respective agents and employees, from any liability for injury
to any person or damage to property that is caused by or results from any risk
insured against under any valid and collectible insurance policy carried by
either of the parties which contains a waiver of subrogation by the insurer and
is in force at the time of such injury or damage; subject to the following
limitations: (i) the foregoing provision shall not apply to the commercial
general liability insurance described by subparagraphs Section 9.1A and Section
9.2B; (ii) such release shall apply to liability resulting from any risk insured
against or covered by self-insurance maintained or provided by Tenant to satisfy
the requirements of Section 9.1 to the extent permitted by this Lease; and (iii)
Tenant shall not be released from any such liability to the extent any damages
resulting from such injury or damage are not covered by the recovery obtained by
Landlord from such insurance, but only if the insurance in questions permits
such partial release in connection with obtaining a waiver of subrogation from
the insurer. This release shall be in effect only so long as the applicable
insurance policy contains a clause to the effect that this release shall not
affect the right of the insured to recover under such policy. Each party shall
use reasonable efforts to cause each insurance policy obtained by it to provide
that the insurer waives all right of recovery by way of subrogation against the
other party and its agents and employees in connection with any injury or damage
covered by such policy. However, if any insurance policy cannot be obtained with
such a waiver of subrogation, or if such waiver of subrogation is only available
at additional cost and the party for whose benefit the waiver is to be obtained
does not pay such additional cost, then the party obtaining such insurance shall
notify the other party of that fact and thereupon shall be relieved of the
obligation to obtain such waiver of subrogation rights from the insurer with
respect to the particular insurance involved.

                                   ARTICLE 10

                LIMITATION ON LANDLORD'S LIABILITY AND INDEMNITY

         10.1 Limitation on Landlord's Liability: Landlord shall not be liable
to Tenant, nor shall Tenant be entitled to terminate this Lease or to any
abatement of rent (except as expressly provided otherwise herein), for any
injury to Tenant or Tenant's Agents, damage to the property of Tenant or
Tenant's Agents, or loss to Tenant's business resulting from any cause,
including without limitation any: (i) failure, interruption or installation of
any HVAC or other utility system or service; (ii) failure to furnish or delay in
furnishing any utilities or services when such failure or delay is caused by
fire or other peril, the elements, labor disturbances of any character, or any
other accidents or other conditions beyond the reasonable control of Landlord;
(iii) limitation, curtailment, rationing or restriction on the use of water or
electricity, gas or any other form of energy or any services or utility serving
the Project; (iv) vandalism or forcible entry by unauthorized persons or the
criminal act of any person; or (v) penetration of water into or onto any portion
of the Premises or the Building through roof leaks or otherwise. Notwithstanding
the foregoing but subject to Section 9.4, Landlord shall be liable for any such
injury, damage or loss which is proximately caused by Landlord's willful
misconduct or gross negligence of which Landlord has actual notice and a
reasonable opportunity to cure but which it fails to so cure.

         10.2 Limitation on Tenant's Recourse: If Landlord is a corporation,
trust, partnership, joint venture, unincorporated association or other form of
business entity: (i) the obligations of Landlord shall not constitute personal

                                       18
<PAGE>   23
obligations of the officers, directors, trustees, partners, joint venturers,
members, owners, stockholders, or other principals or representatives of such
business entity; and (ii) Tenant shall not have recourse to the assets of such
officers, directors, trustees, partners, joint venturers, members, owners,
stockholders, principals or representatives except to the extent of their
interest in the Project. Tenant shall have recourse only to the interest of
Landlord in the Project for the satisfaction of the obligations of Landlord and
shall not have recourse to any other assets of Landlord for the satisfaction of
such obligations.

         10.3 Indemnification of Landlord: Tenant shall save, protect, hold
harmless, indemnify and defend Landlord, and its employees, agents and
contractors, with competent counsel reasonably satisfactory to Landlord (and
Landlord agrees to accept counsel that any insurer requires be used), from all
liability, penalties, losses, damages, costs, expenses, causes of action, claims
and/or judgments arising by reason of any death, bodily injury, personal injury
or property damage resulting from (i) any cause or causes whatsoever (other than
the willful misconduct or gross negligence of Landlord of which Landlord has had
notice and a reasonable time to cure, but which Landlord has failed to cure)
occurring in or about or resulting from an occurrence in or about the Premises
during the Lease Term, (ii) the negligence or willful misconduct of Tenant or
its agents, employees and contractors, wherever the same may occur, or (iii) an
Event of Tenant's Default. The provisions of this Section 10.3 shall survive the
expiration or sooner termination of this Lease.

                                   ARTICLE 11

                               DAMAGE TO PREMISES

         11.1 Landlord's Duty to Restore: If the Premises are damaged by any
peril after the Effective Date, Landlord shall restore the Premises unless
Landlord terminates the Lease pursuant to Section 11.2 or by Tenant pursuant to
Section 11.3. All insurance proceeds available from the fire and property damage
insurance carried by Landlord pursuant to Section 9.2 shall be paid to and
become the property of Landlord. If this Lease is terminated pursuant to either
Section 11.2 or Section 11.3, then all insurance proceeds available from
insurance carried by Tenant which covers loss to property that is Landlord's
property or would become Landlord's property on termination of this Lease shall
be paid to and become the property of Landlord. If this Lease is not so
terminated, then upon receipt of the insurance proceeds (if the loss is covered
by insurance) and the issuance of all necessary governmental permits, Landlord
shall commence and diligently prosecute to completion the restoration of the
Premises, to the extent then allowed by Law, to substantially the same condition
in which the Premises were immediately prior to such damage. Landlord's
obligation to restore shall be limited to the Premises and interior improvements
constructed by Landlord as they existed as of the Commencement Date, excluding
any Tenant's Alterations, Trade Fixtures and/or personal property constructed or
installed by Tenant in the Premises. Tenant shall forthwith replace or fully
repair all Tenant's Alterations and Trade Fixtures installed by Tenant and
existing at the time of such damage or destruction, and all insurance proceeds
received by Tenant from the insurance carried by it pursuant to Section 9.1A(2)
shall be used for such purpose.

         11.2 Landlord's Right to Terminate: Landlord shall have the right to
terminate this Lease in the event any of the following occurs, which right may
be exercised only by delivery to Tenant of a written notice of election to
terminate within 30 days after the date of such damage:

                  A. Either the Project or the Building is damaged by an Insured
Peril to such an extent that the estimated cost to restore exceeds 33% of the
then actual replacement cost thereof;

                  B. Either the Project or the Building is damaged by an
Uninsured Peril to such an extent that the estimated cost to restore exceeds 2%
of the then actual replacement cost thereof; provided, however, that Landlord
may not terminate this Lease pursuant to this Section 11.2B if one or more
tenants of the Project agree in writing to pay the amount by which the cost to
restore the damage exceeds such amount and subsequently deposit such amount with
Landlord within 30 days after Landlord has notified Tenant of its election to
terminate this Lease;


                                       19
<PAGE>   24
                  C. The Premises are damaged by any peril within 12 months of
the last day of the Lease Term to such an extent that the estimated cost to
restore equals or exceeds an amount equal to six times the Base Monthly Rent
then due; provided, however, that Landlord may not terminate this Lease pursuant
to this Section 11.2C if Tenant, at the time of such damage, has a then valid
express written option to extend the Lease Term and Tenant exercises such option
to extend the Lease Term within 15 days following the date of such damage; or

                  D. Either the Project or the Building is damaged by any peril
and, because of the Laws then in force, (i) cannot be restored at reasonable
cost to substantially the same condition in which it was prior to such damage,
or (ii) cannot be used for the same use being made thereof before such damage if
restored as required by this Article.

                  E. As used herein, the following terms shall have the
following meanings: (i) the term "Insured Peril" shall mean a peril actually
insured against for which the insurance proceeds actually received by Landlord
are sufficient (except for any "deductible" amount specified by such insurance)
to restore the Project under then existing building codes to the condition
existing immediately prior to the damage; and (ii) the term "Uninsured Peril"
shall mean any peril which is not an Insured Peril. Notwithstanding the
foregoing, if the "deductible" for earthquake or flood insurance exceeds 2% of
the replacement cost of the improvements insured, such peril shall be deemed an
"Uninsured Peril".

         11.3 Tenant's Right to Terminate: If the Premises are damaged by any
peril and Landlord does not elect to terminate this Lease or is not entitled to
terminate this Lease pursuant to Section 11.2, then as soon as reasonably
practicable, Landlord shall furnish Tenant with the written opinion of
Landlord's architect or construction consultant as to when the restoration work
required of Landlord may be completed. Tenant shall have the right to terminate
this Lease in the event any of the following occurs, which right may be
exercised only by delivery to Landlord of a written notice of election to
terminate within 7 days after Tenant receives from Landlord the estimate of the
time needed to complete such restoration.

                  A. The Premises are damaged by any peril and, in the
reasonable opinion of Landlord's architect or construction consultant, the
restoration of the Premises cannot be substantially completed within 270 days
after the date of such damage; or

                  B. The Premises are damaged by any peril within 12 months of
the last day of the Lease Term and, in the reasonable opinion of Landlord's
architect or construction consultant, the restoration of the Premises cannot be
substantially completed within 90 days after the date of such damage and such
damage renders unusable more than 30% of the Premises.

         11.4 Abatement of Rent: In the event of damage to the Premises which
does not result in the termination of this Lease, the Base Monthly Rent and the
Additional Rent shall be temporarily abated during the period of restoration in
proportion to the degree to which Tenant's use of the Premises is impaired by
such damage. Tenant shall not be entitled to any compensation or damages from
Landlord for loss of Tenant's business or property or for any inconvenience or
annoyance caused by such damage or restoration. Tenant hereby waives the
provisions of California Civil Code Sections 1932(2) and 1933(4) and the
provisions of any similar law hereinafter enacted.

                                   ARTICLE 12

                                  CONDEMNATION

         12.1 Landlord's Termination Right: Landlord shall have the right to
terminate this Lease if, as a result of a taking by means of the exercise of the
power of eminent domain (including a voluntary sale or transfer by Landlord to a
condemnor under threat of condemnation), (i) all or any part of the Premises is
so taken, (ii) more than 10% of the

                                       20
<PAGE>   25
Building Rentable Area is so taken, or (iii) more than 50% of the Common Area is
so taken. Any such right to terminate by Landlord must be exercised within a
reasonable period of time, to be effective as of the date possession is taken by
the condemnor.

         12.2 Tenant's Termination Right: Tenant shall have the right to
terminate this Lease if, as a result of any taking by means of the exercise of
the power of eminent domain (including any voluntary sale or transfer by
Landlord to any condemnor under threat of condemnation), (i) 10% or more of the
Premises is so taken and that part of the Premises that remains cannot be
restored within a reasonable period of time and thereby made reasonably suitable
for the continued operation of the Tenant's business, or (ii) there is a taking
affecting the Common Area and, as a result of such taking, Landlord cannot
provide parking spaces within reasonable walking distance of the Premises equal
in number to at least 80% of the number of spaces allocated to Tenant by Section
2.1, whether by rearrangement of the remaining parking areas in the Common Area
(including construction of multi-deck parking structures or restriping for
compact cars where permitted by Law) or by alternative parking facilities on
other land. Tenant must exercise such right within a reasonable period of time,
to be effective on the date that possession of that portion of the Premises or
Common Area that is condemned is taken by the condemnor.

         12.3 Restoration and Abatement of Rent: If any part of the Premises or
the Common Area is taken by condemnation and this Lease is not terminated, then
Landlord shall restore the remaining portion of the Premises and Common Area and
interior improvements constructed by Landlord as they existed as of the
Commencement Date, excluding any Tenant's Alterations, Trade Fixtures and/or
personal property constructed or installed by Tenant. Thereafter, except in the
case of a temporary taking, as of the date possession is taken, the Base Monthly
Rent shall be reduced in the same proportion that the floor area of that part of
the Premises so taken (less any addition thereto by reason of any
reconstruction) bears to the original floor area of the Premises.

         12.4 Temporary Taking: If any portion of the Premises is temporarily
taken for one year or less, this Lease shall remain in effect. If any portion of
the Premises is temporarily taken by condemnation for a period which exceeds one
year or which extends beyond the natural expiration of the Lease Term, and such
taking materially and adversely affects Tenant's ability to use the Premises for
the Permitted Use, then Tenant shall have the right to terminate this Lease,
effective on the date possession is taken by the condemnor.

         12.5 Division of Condemnation Award: Any award made as a result of any
condemnation of the Premises or the Common Area shall belong to and be paid to
Landlord, and Tenant hereby assigns to Landlord all of its right, title and
interest in any such award; provided, however, that Tenant shall be entitled to
receive any condemnation award that is made directly to Tenant for the following
so long as the award made to Landlord is not thereby reduced: (i) for the taking
of personal property or Trade Fixtures belonging to Tenant; (ii) for the
interruption of Tenant's business or its moving costs; (iii) for loss of
Tenant's goodwill; or (iv) for any temporary taking where this Lease is not
terminated as a result of such taking. The rights of Landlord and Tenant
regarding any condemnation shall be determined as provided in this Article, and
each party hereby waives the provisions of California Code of Civil Procedure
Section 1265.130 and the provisions of any similar law hereinafter enacted
allowing either party to petition the Superior Court to terminate this Lease in
the event of a partial taking of the Premises. Any award other than for a
temporary taking shall be solely for the benefit of Landlord, and Tenant hereby
waives any right thereto (including, without limitation, any award based upon
any "bonus value" of this Lease). Tenant hereby waives the provisions of any Law
governing a lessee's right to terminate a leasehold or share in any award
therefor to the extent inconsistent with this Article 12.

                                   ARTICLE 13

                              DEFAULT AND REMEDIES



                                       21
<PAGE>   26
         13.1 Events of Tenant's Default: Tenant shall be in default of its
obligations under this Lease if any of the following events occur (an "Event of
Tenant's Default"):

                  A. Tenant shall have failed to pay Base Monthly Rent or
Additional Rent when due, and such failure is not cured within 3 days after
delivery of written notice from Landlord specifying such failure to pay; or

                  B. Tenant shall have failed to perform any term, covenant, or
condition of this Lease except those requiring the payment of Base Monthly Rent
or Additional Rent, and Tenant shall have failed to cure such breach within 30
days after written notice from Landlord specifying the nature of such breach
where such breach could reasonably be cured within said 30 day period, or if
such breach could not be reasonably cured within said 30 day period, Tenant
shall have failed to commence such cure within said 30 day period and thereafter
continue with due diligence to prosecute such cure to completion within such
time period as is reasonably needed but not to exceed 90 days from the date of
Landlord's notice; or

                  C. Tenant shall have sublet the Premises or assigned its
interest in the Lease in violation of the provisions contained in Article 14; or

                  D. Tenant shall have abandoned the Premises or left the
Premises substantially vacant; or

                  E. The occurrence of the following: (i) the making the Tenant
of any general arrangements or assignments for the benefit of creditors; (ii)
Tenant becomes a "debtor" as defined in 11 USC Section 101 or any successor
statute thereto (unless, in the case of a petition filed against Tenant, the
same is dismissed within 60 days); (iii) the appointment of a trustee or
receiver to take possession of substantially all of Tenant's assets located at
the Premises or of Tenant's interest in this Lease, where possession is not
restored to Tenant within 30 days; or (iv) the attachment, execution or other
judicial seizure of substantially all of Tenant's assets located at the Premises
or of Tenant's interest in this Lease, where such seizure is not discharged
within 30 days; provided, however, in the event that any provision of this
Paragraph 13.1E is contrary to any applicable Law, such provision shall be of no
force or effect; or

                  F. Tenant shall have failed to deliver documents required of
it pursuant to Section 15.4 or Section 15.6 within the time periods specified
therein.

         13.2 Landlord's Remedies: If an Event of Tenant's Default occurs,
Landlord shall have the following remedies, in addition to all other rights and
remedies provided by any Law or otherwise provided in this Lease, to which
Landlord may resort cumulatively or in the alternative:

                  A. Landlord may keep this Lease in effect and enforce by an
action at law or in equity all of its rights and remedies under this Lease,
including (i) the right to recover the rent and other sums as they become due by
appropriate legal action, (ii) the right (but not the obligation) to make
payments required of Tenant or perform Tenant's obligations and be reimbursed by
Tenant for the cost thereof with interest at the Agreed Interest Rate from the
date the sum is paid by Landlord until Landlord is reimbursed by Tenant, and
(iii) the remedies of injunctive relief and specific performance to compel
Tenant to perform its obligations under this Lease. Notwithstanding anything
contained in this Lease, in the event of a breach of an obligation by Tenant
which results in a condition which poses an imminent danger to safety of persons
or damage to property, an unsightly condition visible from the exterior of the
Building, or a threat to insurance coverage, then if Tenant does not cure such
breach within 3 days after delivery to it of written notice from Landlord
identifying the breach, Landlord may cure the breach of Tenant and be reimbursed
by Tenant for the cost thereof with interest at the Agreed Interest Rate from
the date the sum is paid by Landlord until Landlord is reimbursed by Tenant.

                  B. Landlord may enter the Premises and re-lease them to third
parties for Tenant's account for any period, whether shorter or longer than the
remaining Lease Term. Tenant shall be liable immediately to Landlord

                                       22
<PAGE>   27
for all costs Landlord incurs in re-leasing the Premises, including brokers'
commissions, expenses of altering and preparing the Premises required by the
re-leasing. Tenant shall pay to Landlord the rent and other sums due under this
Lease on the date the rent is due, less the rent and other sums Landlord
received from any re-leasing. No act by Landlord allowed by this subparagraph
shall terminate this Lease unless Landlord notifies Tenant in writing that
Landlord elects to terminate this Lease. Notwithstanding any re-leasing without
termination, Landlord may later elect to terminate this Lease because of the
default by Tenant.

                  C. Landlord may terminate this Lease by giving Tenant written
notice of termination, in which event this Lease shall terminate on the date set
forth for termination in such notice. Any termination under this Section 13.2C
shall not relieve Tenant from its obligation to pay sums then due Landlord or
from any claim against Tenant for damages or rent previously accrued or then
accruing. In no event shall any one or more of the following actions by
Landlord, in the absence of a written election by Landlord to terminate this
Lease, constitute a termination of this Lease: (i) appointment of a receiver or
keeper in order to protect Landlord's interest hereunder; (ii) consent to any
subletting of the Premises or assignment of this Lease by Tenant, whether
pursuant to the provisions hereof or otherwise; or (iii) any other action by
Landlord or Landlord's Agents intended to mitigate the adverse effects of any
breach of this Lease by Tenant, including without limitation any action taken to
maintain and preserve the Premises or any action taken to relet the Premises or
any portions thereof to the extent such actions do not affect a termination of
Tenant's right to possession of the Premises.

                  D. In the event Tenant breaches this Lease and abandons the
Premises, this Lease shall not terminate unless Landlord gives Tenant written
notice of its election to so terminate this Lease. No act by or on behalf of
Landlord intended to mitigate the adverse effect of such breach, including those
described by Section 13C, shall constitute a termination of Tenant's right to
possession unless Landlord gives Tenant written notice of termination. Should
Landlord not terminate this Lease by giving Tenant written notice, Landlord may
enforce all its rights and remedies under this Lease, including the right to
recover the rent as it becomes due under the lease as provided in California
Civil Code Section 1951.4.

                  E. In the event Landlord terminates this Lease, Landlord shall
be entitled, at Landlord's election, to damages in an amount as set forth in
California Civil Code Section 1951.2 as in effect on the Effective Date. For
purposes of computing damages pursuant to California Civil Code Section 1951.2,
(i) an interest rate equal to the Agreed Interest Rate shall be used where
permitted, and (ii) the term "rent" includes Base Monthly Rent and Additional
Rent. Such damages shall include:

                           (1) The worth at the time of award of the amount by
which the unpaid rent for the balance of the term after the time of award
exceeds the amount of such rental loss that Tenant proves could be reasonably
avoided, computed by discounting such amount at the discount rate of the Federal
Reserve Bank of San Francisco at the time of award plus one percent (1%); and

                           (2) Any other amount necessary to compensate Landlord
for all detriment proximately caused by Tenant's failure to perform Tenant's
obligations under this Lease, or which in the ordinary course of things would be
likely to result therefrom, including the following: (i) expenses for cleaning,
repairing or restoring the Premises; (ii) expenses for altering, remodeling or
otherwise improving the Premises for the purpose of reletting, including
installation of leasehold improvements (whether such installation be funded by a
reduction of rent, direct payment or allowance to a new tenant, or otherwise);
(iii) broker's fees, advertising costs and other expenses of reletting the
Premises; (iv) costs of carrying the Premises, such as taxes, insurance
premiums, utilities and security precautions; (v) expenses in retaking
possession of the Premises; and (vi) attorneys' fees, experts' fees and court
costs incurred by Landlord in retaking possession of the Premises and in
releasing the Premises or otherwise incurred as a result of Tenant's default.



                                       23
<PAGE>   28
                  F. Nothing in this Section 13.2 shall limit Landlord's right
to indemnification from Tenant as provided in Section 7.2 and Section 10.3. Any
notice given by Landlord in order to satisfy the requirements of Section 13.1A
or Section 13.1B above shall also satisfy the notice requirements of California
Code of Civil Procedure Section 1161 regarding unlawful detainer proceedings.

         13.3 Waiver: One party's consent to or approval of any act by the other
party requiring the first party's consent or approval shall not be deemed to
waive or tender unnecessary the first party's consent to or approval of any
subsequent similar act by the other party. The receipt by Landlord of any rent
or payment with or without knowledge of the breach of any other provision hereof
shall not be deemed a waiver of any such breach unless such waiver is in writing
and signed by Landlord. No delay or omission in the exercise of any right or
remedy accruing to either party upon any breach by the other party under this
Lease shall impair such right or remedy or be construed as a waiver of any such
breach theretofore or thereafter occurring. The waiver by either party of any
breach of any provision of this Lease shall not be deemed to be a waiver of any
subsequent breach of the same or of any other provisions herein contained.

         13.4 Limitation on Exercise of Rights: At any time that an Event of
Tenant's Default has occurred and remains uncured, (i) it shall not be
unreasonable for Landlord to deny or withhold any consent or approval requested
of it by Tenant which Landlord would otherwise be obligated to give, and (ii)
Tenant may not exercise any option to extend, right to terminate this Lease, or
other right granted to it by this Lease which would otherwise be available to
it.

         13.5 Waiver by Tenant of Certain Remedies: Tenant waives the provisions
of Sections 1932(1), 1941 and 1942 of the California Civil Code and any similar
or successor law regarding Tenant's right to terminate this Lease or to make
repair and deduct from forfeiture under the laws of the State of California, or
under any other present or future law, including the provisions of Section 1174
and 1179 of the California Code of Civil Procedure.

                                   ARTICLE 14

                            ASSIGNMENT AND SUBLETTING

         14.1 Transfer By Tenant: The following provisions shall apply to any
assignment, subletting or other transfer by Tenant or any subtenant or assignee
or other successor in interest of the original Tenant (collectively referred to
in this Section 14.1 as "Tenant"):

                  A. Tenant shall not do any of the following (collectively
referred to herein as a "Transfer"), whether voluntarily, involuntarily or by
operation of law, without the prior written consent of Landlord, which consent
shall not be unreasonably withheld or delayed: (i) sublet all or any part of the
Premises or allow it to be sublet, occupied or used by any person or entity
other than Tenant; (ii) assign its interest in this Lease; (iii) mortgage or
encumber the Lease (or otherwise use the Lease as a security device) in any
manner; or (iv) materially amend or modify an assignment, sublease or other
transfer that has been previously approved by Landlord. Tenant shall reimburse
Landlord for all reasonable costs and attorneys' fees incurred by Landlord in
connection with the evaluation, processing, and/or documentation of any
requested Transfer, whether or not Landlord's consent is granted. Landlord's
reasonable costs shall include the cost of any review or investigation performed
by Landlord or consultant acting on Landlord's behalf of (i) a Hazardous
Material (as defined in Paragraph 7.2E of this Lease) used, stored, released, or
disposed of by the potential Subtenant or Assignee, and/or (ii) violations of
Hazardous Materials Law (as defined in Paragraph 7.2E of this Lease) by the
Tenant or the proposed Subtenant or Assignee. Any Transfer so approved by
Landlord shall not be effective until Tenant has delivered to Landlord an
executed counterpart of the document evidencing the Transfer which (i) is in a
form reasonably approved by Landlord, (ii) contains the same terms and
conditions as stated in Tenant's notice given to Landlord pursuant to Section
14.1B, and (iii) in the case of an assignment of the Lease, contains the
agreement of the proposed transferree to assume all obligations of Tenant under
this Lease arising after the effective date of such Transfer and to remain
jointly and severally liable therefor with Tenant. Any attempted Transfer
without Landlord's consent


                                       24
<PAGE>   29
shall constitute a waiver of the provisions of this Section 14.1 as to any
subsequent Transfer or a consent to any subsequent Transfer. No Transfer, even
with the consent of Landlord, shall relieve Tenant of its personal and primary
obligation to pay the rent and to perform all of the other obligation to be
performed by Tenant hereunder. The acceptance of rent by Landlord from any
person shall not be deemed to be a waiver by Landlord of any provision of this
Lease nor to be consent to any Transfer.

                  B. At least 30 days before a proposed Transfer is to become
effective, Tenant shall give Landlord written notice of the proposed terms of
such Transfer and request Landlord's approval, which notice shall include the
following: (i) the name and legal composition of the proposed transferee; (ii) a
current financial statement of the transferee, financial statements of the
transferee covering the preceding three years if the same exist, and (if
available) an audited financial statement of the transferee for a period ending
not more than one year prior to the proposed effective date of the Transfer, all
of which statements are prepared in accordance with generally accepted
accounting principles; (iii) the nature of the proposed transferee's business to
be carried on in the Premises; (iv) all consideration to be given on account of
the Transfer; (v) a current financial statement of Tenant; and (vi) an
accurately filled out response to Landlord's standard Hazardous Materials
Questionnaire. Tenant shall provide to Landlord such other information as may be
reasonably requested by Landlord within seven days after Landlord's receipt of
such notice from Tenant. Landlord shall respond in writing to Tenant's request
for Landlord's consent to a Transfer within the later of (i) 15 days of receipt
of such request together with the required accompanying documentation, or (ii)
seven days after Landlord's receipt of all information which Landlord reasonably
requests within seven days after it receives Tenant's first notice regarding the
Transfer in question. If Landlord fails to respond in writing within said
period, Landlord will be deemed to have withheld consent to such Transfer.
Tenant shall immediately notify Landlord of any material modification to the
proposed terms of such Transfer.

                  C. In the event that Tenant seeks to make any Transfer,
Landlord shall, prior to addressing the issue of whether or not it will consent
to the proposed Transfer, have the right to terminate this Lease or, in the case
of a sublease of less than all of the Premises, terminate this Lease as to that
part of the Premises proposed to be so sublet, either (i) on the condition that
the proposed transferee immediately entered into a direct lease of the Premises
with Landlord (or, in the case of a partial sublease, a lease for the portion
proposed to be so sublet) on the same terms and conditions contained in Tenant's
notice, or (ii) so that Landlord is thereafter free to lease the Premises (or,
in the case of a partial sublease, the portion proposed to be so sublet) to
whomever it pleases on whatever terms are acceptable to Landlord. Under no
circumstances shall Tenant be entitled to share in any proceeds of any such new
lease, nor shall it be entitled to receive any amounts from Landlord as a result
of any such termination. In the event Landlord elects to so terminate this Lease
then (i) if such termination is conditioned upon the execution of a lease
between Landlord and the proposed transferee, Tenant's obligations under this
Lease shall not be terminated until such transferee executes a new lease with
Landlord, enters into possession and commences the payment of rent, and (ii) if
Landlord elects simply to terminate this Lease (or, in the case of a partial
sublease, terminate this Lease as to the portion to be so sublet), the Lease
shall so terminate in its entirety (or as to the space to be so sublet) fifteen
(15) days after Landlord has notified Tenant in writing of such election. Upon
such termination, Tenant shall be released from any further obligation under
this Lease if it is terminated in its entirety, or shall be released from any
further obligation under the Lease with respect to the space proposed to be
sublet in the case of a proposed partial sublease. In the case of a partial
termination of the Lease, the Base Monthly Rent and Tenant's Share shall be
reduced to an amount which bears the same relationship to the original amount
thereof as the area of that part of the Premises which remains subject to the
Lease bears to the original area of the Premises. Landlord and Tenant shall
execute a cancellation and release with respect to the Lease to effect such
termination.

                  D. If Landlord consents to a Transfer proposed by Tenant,
Tenant may enter into such Transfer, and if Tenant does so, the following shall
apply:

                           (1) Tenant shall not be released of its liability for
the performance of all of its obligations under the Lease.



                                       25
<PAGE>   30
                           (2) If Tenant assigns its interest in this Lease,
then Tenant shall pay to Landlord 50% of all Subrent (as defined in Section
14.1D(5)) received by Tenant over and above (i) the assignee's agreement to
assume the obligations of Tenant under this Lease, and (ii) all Permitted
Transfer Costs related to such assignment. In the case of assignment, the amount
of Subrent owed to Landlord shall be paid to Landlord on the same basis, whether
periodic or in lump sum, that such Subrent is paid to Tenant by the assignee.

                           (3) If Tenant sublets any part of the Premises, then
with respect to the space so subleased, Tenant shall pay to Landlord 50% of the
positive difference, if any, between (i) all Subrent paid by the subtenant to
Tenant, less (ii) the sum of all Base Monthly Rent and Additional Rent allocable
to the space sublet and all Permitted Transfer Costs related to such sublease.
Such amount shall be paid to Landlord on the same basis, whether periodic or in
lump sum, that such Subrent is paid to Tenant by its subtenant. In calculating
Landlord's share of any periodic payments, all Permitted Transfer Costs shall be
first recovered by Tenant.

                           (4) Tenant's obligations under this Section 14.1D
shall survive any Transfer, and Tenant's failure to perform its obligations
hereunder shall be an Event of Tenant's Default. At the time Tenant makes any
payment to Landlord required by this Section 14.1D, Tenant shall deliver an
itemized statement of the method by which the amount to which Landlord is
entitled was calculated, certified by Tenant as true and correct. Landlord shall
have the right at reasonable intervals to inspect Tenant's books and records
relating to the payments due hereunder. Upon request therefor, Tenant shall
deliver to Landlord copies of all bills, invoices or other documents upon which
its calculations are based. Landlord may condition its approval of any Transfer
upon obtaining a certification from both Tenant and the proposed transferee of
all Subrent and other amounts that are to be paid to Tenant in connection with
such Transfer.

                           (5) As used in this Section 14.1D, the term "Subrent"
shall mean any consideration of any kind received, or to be received, by Tenant
as a result of the Transfer, if such sums are related to Tenant's interest in
this Lease or in the Premises, including payments from or on behalf of the
transferee (in excess of the book value thereof) for Tenant's assets, fixtures,
leasehold improvements, inventory, accounts, goodwill, equipment, furniture, and
general intangibles. As used in this Section 14.1D, the term "Permitted Transfer
Costs" shall mean (i) all reasonable leasing commissions paid to third parties
not affiliated with Tenant in order to obtain the Transfer in question, and (ii)
all reasonable attorneys' fees incurred by Tenant with respect to the Transfer
in question.

                  E. If Tenant is a corporation, the following shall be deemed a
voluntary assignment of Tenant's interest in this Lease: (i) any dissolution,
merger, consolidation, or other reorganization of or affecting Tenant, whether
or not Tenant is the surviving corporation; and (ii) if the capital stock of
Tenant is not publicly traded, the sale or transfer to one person or entity (or
to any group of related persons or entities) of stock possessing more than 50%
of the total combined voting power of all classes of Tenant's capital stock
issued, outstanding and entitled to vote for the election of directors. If
Tenant is a partnership, any 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 owning 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 voluntary assignment of Tenant's interest in this
Lease.

                  F. Notwithstanding anything contained in Section 14.1, so long
as Tenant complies with the provisions of Section 14.1 Tenant may enter into any
of the following transfers (a "Permitted Transfer") without Landlord's prior
written consent, and Landlord shall not be entitled to terminate the Lease
pursuant to Section 14.1C or to receive any part of any Subrent resulting
therefrom that would otherwise be due it pursuant to Section 14.1D:

                           (1) Tenant may sublease all or part of the Premises
or assign its interest in this Lease to any corporation which controls, is
controlled by, or is under common control with the original Tenant to this Lease
by means of an ownership interest of more than 50%;


                                       26
<PAGE>   31
                           (2) Tenant may assign its interest in the Lease to a
corporation which results from a merger, consolidation or other reorganization
in which Tenant is not the surviving corporation, so long as the surviving
corporation has a net worth at the time of such assignment that is equal to or
grater than the net worth of Tenant immediately prior to such transaction; and

                           (3) Tenant may assign this Lease to a corporation
which purchases or otherwise acquires all or substantially all of the assets of
Tenant, so long as such acquiring corporation has a net worth at the time of
such assignment that is equal to or greater than the net worth of Tenant
immediately prior to such transaction.

         14.2 Transfer By Landlord: Landlord and its successors in interest
shall have the right to transfer their interest in this Lease and the Project at
any time and to any person or entity. In the event of any such transfer, the
Landlord originally named herein (and in the case of any subsequent transfer,
the transferor) from the date of such transfer, shall be automatically relieved,
without any further act by any person or entity, of all liability for the
performance of the obligations of the Landlord hereunder which may accrue after
the date of such transfer. After the date of any such transfer, the term
"Landlord" as used herein shall mean the transferee of such interest in the
Premises.

                                   ARTICLE 15

                               GENERAL PROVISIONS

         15.1 Landlord's Right to Enter: Landlord and its agents may enter the
Premises at any reasonable time after giving at least 24 hours' prior notice to
Tenant (and immediately in the case of emergency) for the purpose of: (i)
inspecting the same; (ii) posting notices of non-responsibility; (iii) supplying
any service to be provided by Landlord to Tenant; (iv) showing the Premises to
prospective purchasers, mortgagees or tenants; (v) making necessary alterations,
additions or repairs; (vi) performing Tenant's obligations when Tenant has
failed to do so after written notice from Landlord; (vii) placing upon the
Premises ordinary "for lease" signs or "for sale" signs; and (viii) responding
to an emergency. Landlord shall have the right to use any and all means Landlord
may deem necessary and proper to enter the Premises in an emergency. Any entry
into the Premises obtained by Landlord in accordance with this Section 15.1
shall not be a forcible or unlawful entry into, or a detainer of, the Premises,
or an eviction, actual or constructive, of Tenant from the Premises. Tenant
hereby waives any claims for damages for any injury or inconvenience to or
interference with Tenant's business, any loss of occupancy or quiet enjoyment of
the Premises, and any other loss occasioned thereby.

         15.2 Surrender of the Premises: Upon the expiration or sooner
termination of this Lease, Tenant shall vacate and surrender the Premises to
Landlord in the same condition as existed at the Commencement Date, except for
(i) reasonable wear and tear, (ii) damage caused by any peril or condemnation,
and (iii) contamination by Hazardous Materials for which Tenant is not
responsible pursuant to Section 7.2A or Section 7.2B. In this regard, normal
wear and tear shall be construed to mean wear and tear caused to the Premises by
the natural aging process which occurs in spite of prudent application of the
best standards for maintenance, repair and janitorial practices, and does not
include items of neglected or deferred maintenance. If Landlord so requests,
Tenant shall, prior to the expiration or sooner termination of this Lease, (i)
remove any Tenant's Alterations which Tenant is required to remove pursuant to
Section 5.2 and repair all damage caused by such removal, and (ii) return the
Premises or any part thereof to its original configuration existing as of the
time the Premises were delivered to Tenant. If the Premises are not so
surrendered at the termination of this Lease, Tenant shall be liable to Landlord
for all costs incurred by Landlord in returning the Premises to the required
condition, plus interest on all costs incurred at the Agreed Interest Rate.
Tenant shall indemnify Landlord against loss or liability resulting from delay
by Tenant in so surrendering the Premises, including, without limitation, any
claims made by any succeeding tenant or losses to Landlord due to lost
opportunities to lease to succeeding tenants.

         15.3 Holding Over: This Lease shall terminate without further notice at
the expiration of the Lease Term. Any holding over by Tenant after expiration of
the Lease Term shall not constitute a renewal or extension of the Lease

                                       27
<PAGE>   32
or give Tenant any rights in or to the Premises except as expressly provided in
this Lease. Any holding over after such expiration with the written consent of
Landlord shall be construed to be a tenancy from month to month on the same
terms and conditions herein specified insofar as applicable except that Base
Monthly Rent shall be increased to an amount equal to 150% of the Base Monthly
Rent payable during the last full calendar month of the Lease Term.

         15.4 Subordination: The following provisions shall govern the
relationship of this Lease to any Security Instrument:

                  A. The Lease is subject and subordinate to all Security
Instruments existing as of the Effective Date. However, if any Lender so
requires, this Lease shall become prior and superior to any such Security
Instrument.

                  B. At Landlord's election, this Lease shall become subject and
subordinate to any Security Instrument created after the Effective Date.
Notwithstanding such subordination, Tenant's right to quiet possession of the
Premises shall not be disturbed so long as Tenant is not in default and performs
all of its obligations under this Lease, unless this Lease is otherwise
terminated pursuant to its terms.

                  C. Tenant shall upon request execute any document or
instrument reasonably required by any Lender to make this Lease either prior to
or subordinate to a Security Instrument, which may include such other matters as
the Lender customarily and reasonably requires in connection with such
agreements, including provisions that the Lender not be liable for (i) the
return of any security deposit unless the Lender receives it from Landlord, and
(ii) any defaults on the part of Landlord occurring prior to the time the Lender
takes possession of the Project in connection with the enforcement of its
Security Instrument. Tenant's failure to execute any such document or instrument
within 10 days after written demand therefor shall constitute an Event of
Tenant's Default. Tenant approves as reasonable the form of subordination
agreement attached to this Lease as Exhibit E.

         15.5 Mortgaged Protection and Attornment: In the event of default on
the part of the Landlord, Tenant will use reasonable efforts to give notice by
registered mail to any Lender whose name has been provided to Tenant and shall
offer such Lender a reasonable opportunity to cure the default, including time
to obtain possession of the Premises by power of sale or judicial foreclosure or
other appropriate legal proceedings, if such should prove necessary to effect
a cure. Tenant shall attorn to any purchaser of the Premises at any foreclosure
sale or private sale conducted pursuant to any Security Instrument encumbering
the Premises, or to any grantee or transferee designated in any deed given in
lieu of foreclosure.

         15.6 Estoppel Certificates and Financial Statements: At all times
during the Lease Term, each party agrees, following any request by the other
party, promptly to execute and deliver to the requesting party within 15 days
following delivery of such request an estoppel certificate: (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) stating the date to which the rent and other
charges are paid in advance, if any, (iii) acknowledging that there are not, to
the certifying party's knowledge, any uncured defaults on the part of any party
hereunder or, if there are uncured defaults, specifying the nature of such
defaults, and (iv) certifying such other information about the Lease as may be
reasonably required by the requesting party. A failure to deliver an estoppel
certificate within 15 days after delivery of a request therefor shall be a
conclusive admission that, as of the date of the request for such statement: (i)
this Lease is unmodified except as may be represented by the requesting party in
said request and is in full force and effect, (ii) there are no uncured defaults
in the requesting party's performance, and (iii) no rent has been paid more than
30 days in advance. At any time during the Lease Term Tenant shall, upon 15
days' prior written notice from Landlord, provide Tenant's most recent financial
statement and financial statements covering the 24 month period prior to the
date of such most recent financial statement to any existing Lender or to any
potential Lender or buyer of the Premises. Such statements shall be prepared in
accordance with generally accepted accounting principles and, if such is the
normal practice of Tenant, shall be audited by an independent certified public
accountant.


                                       28
<PAGE>   33
         15.7 Reasonable Consent: Except where a different standard for approval
or consent is expressly set forth in this Lease, whenever any party's approval
or consent is required by this Lease before an action may be taken by the other
party, such approval or consent shall not be unreasonably withheld or delayed.

         15.8 Notices: Any notice required or desired to be given regarding this
Lease shall be in writing and may be given by personal delivery, by facsimile
telecopy, by courier service, or by mail. A notice shall be deemed to have been
given (i) on the third business day after mailing if such notice was deposited
in the United States mail, certified or registered, postage prepaid, addressed
to the party to be served at its Address for Notices specified in Section R or
Section S of the Summary (as applicable), (ii) when delivered if given by
personal delivery, and (iii) in all other cases when actually received at the
party's Address for Notices. Either party may change its address by giving
notice of the same in accordance with this Section 15.8, provided, however, that
any address to which notices may be sent must be a California address.

         15.9 Attorneys' Fees: In the event either Landlord or Tenant shall
bring any action or legal proceeding for an alleged breach of any provision of
this Lease, to recover rent, to terminate this Lease or otherwise to enforce,
protect or establish any term or covenant of this Lease, the prevailing party
shall be entitled to recover as a party of such action or proceeding, or in a
separate action brought for that purpose, reasonable attorneys' fees, court
costs, and experts' fees as may be fixed by the court.

         15.10 Corporate Authority: If Tenant is a corporation (or partnership),
each individual executing this Lease on behalf of Tenant represents and warrants
that he is duly authorized to execute and deliver this Lease on behalf of such
corporation in accordance with the by-laws of such corporation (or partnership
in accordance with the partnership agreement of such partnership) and that this
Lease is binding upon such corporation (or partnership) in accordance with its
terms. Each of the persons executing this Lease on behalf of a corporation does
hereby covenant and warrant that the party for whom it is executing this Lease
is a duly authorized and existing corporation, that it is qualified to do
business in California, and that the corporation has full right and authority to
enter into this Lease.

         15.11 Miscellaneous: Should any provision of this Lease prove to be
invalid or illegal, such invalidity or illegality shall in no way affect, repair
or invalidate any other provision hereof, and such remaining provision shall
remain in full force and effect. Time is of the essence with respect to the
performance of every provisions of this Lease in which time of performance is a
factor. The captions used in this Lease are for convenience only and shall not
be considered in the construction or interpretation of any provision hereof. Any
executed copy of this Lease shall be deemed an original for all successors,
executors, administrators and assigns of Landlord and Tenant. "Party" shall mean
Landlord or Tenant, as the context implies. If Tenant consists of more than one
person or entity, then all members of Tenant shall be jointly and severally
liable hereunder. This Lease shall be construed and enforced in accordance with
the laws of the State of California. The language in all parts of this Lease
shall in all cases be construed as a whole according to its fair meaning and not
strictly for or against either Landlord or Tenant. When the context of this
Lease requires, the neuter gender includes the masculine, the feminine, a
partnership or corporation or joint venture, and the singular includes the
plural. The terms "shall", "will" and "agree" are mandatory. The term "may" is
permissive. When a party is required to do something by this Lease, it shall do
so at its sole cost and expense without right of reimbursement from the other
party unless a provision of this Lease expressly requires reimbursement.
Landlord and Tenant agree that (i) the gross leasable area of the Premises
includes any atriums, depressed loading docks, covered entrances or egresses,
and covered loading areas, (ii) each has had an opportunity to determine to its
satisfaction the actual area of the Project and the Premises, (iii) all
measurements of area contained in this Lease are conclusively agreed to be
correct and binding upon the parties, even if a subsequent measurement of any
one of these areas determines that it is more or less than the amount of area
reflected in this Lease, determination that the area is more or less than shown
in this Lease shall not result in a change in any of the computations of rent,
improvement allowances, or other matters described in this Lease where area is a
factor. Where a party hereto is obligated not to perform any act, such party is
also obligated to restrain any others within its control from performing said
act, including the Agents of such party.


                                       29
<PAGE>   34
Landlord shall not become or be deemed a partner or a joint venture with Tenant
by reason of the provisions of this Lease.

         15.12 Termination by Exercise of Right: If this Lease is terminated
pursuant to its tenants by the proper exercise of a right to terminate
specifically granted to Landlord or Tenant by this Lease, then this Lease shall
terminate 30 days after the date the right to terminate is properly exercised
(unless another date is specified in that part of the Lease creating the right,
in which event the date so specified for termination shall prevail), the rent
and all other charges due hereunder shall be prorated as of the date of
termination, and neither Landlord nor Tenant shall have any further rights or
obligations under this Lease except for those that have accrued prior to the
date of termination or those obligations which this Lease specifically provides
are to survive termination. This Section 15.12 does not apply to termination of
this Lease by Landlord as a result of an Event of Tenant's Default.

         15.13 Brokerage Commissions: Each party hereto (i) represents and
warrants to the other that it has not had any dealings with any real estate
brokers, leasing agents or salesmen, or incurred any obligations for the payment
of real estate brokerage commissions or finder's fees which would be earned or
due and payable by reason of the execution of this Lease, other than to the
Retained Real Estate Brokers described in Section T of the Summary, and (ii)
agrees to save, protect, indemnify, defend, and hold harmless the other party
from any claim for any such commission or fees which result form the actions of
the indemnifying party. Landlord shall be responsible for the payment of any
commission owed to the Retained Real Estate Brokers if there is a separate
written commission agreement between Landlord and the Retained Real Estate
Brokers for the payment of a commission as a result of the execution of this
Lease.

         15.14 Force Majeure: Any prevention, delay or stoppage due to strikes,
lock-outs, inclement weather, labor disputes, inability to obtain labor,
materials, fuels or reasonable substitutes therefor, governmental restrictions,
regulations, controls, action or inaction, civil commotion, fire or other acts
of God, and other causes beyond the reasonable control of the party obligated to
perform (except financial inability) shall excuse the performance, for a period
equal to the period of any said prevention, delay or stoppage, of any obligation
hereunder except the obligation of Tenant to pay rent or any other sums due
hereunder.

         15.15 Private Restrictions: Landlord reserves to itself the right, from
time to time, to grant such Private Restrictions that Landlord deems necessary
or desirable, and to cause the recordation of parcel, tentative and final maps
and other Private Restrictions, so long as such Private Restrictions do not
unreasonably interfere with the use of the Premises by Tenant. Tenant shall sign
any documents reasonably necessary or appropriate to effect or evidence any of
such private Restrictions upon request of Landlord, and failure to do so shall
constitute a material breach of this Lease.

         15.16 Entire Agreement: This Lease constitutes the entire agreement
between the parties, and there are no binding agreements or representations
between the parties except as expressed herein. Tenant acknowledges that neither
Landlord nor Landlord's Agents has made any legally binding representation or
warranty as to any matter except those expressly set forth herein, including any
warranty as to (i) whether the Premises may be used for Tenant's intended use
under existing Law, (ii) the suitability of the Premises or the Project for the
conduct of Tenant's business, or (iii) the condition of any improvements. There
are no oral agreements between Landlord and Tenant affecting this Lease, and
this Lease supersedes and cancels any and all previous negotiations,
arrangements, brochures, agreements and understandings if any, between Landlord
and Tenant or displayed by Landlord to Tenant with respect to the subject matter
of this Lease. This instrument shall not be legally binding until both Landlord
and Tenant executes it. No subsequent change or addition to this lease shall be
binding unless in writing and signed by Landlord and Tenant.

         15.17 Corporate Signers: If Tenant is a California corporation, then
one of the following alternative requirements must be satisfied:


                                       30
<PAGE>   35
                           A. This Lease must be signed by two (2) officers of
         such corporation: one being the chairman of the board, the president or
         a vice president, and the other being the secretary, an assistant
         secretary, the chief financial officer or an assistant treasurer. If
         one (1) individual is signing in two (2) of the foregoing capacities,
         that individual must sign twice: once as one officer and again as the
         other officer.

                           B. If there is only one (1) individual signing in two
         (2) capacities, or if the two (2) signatories do not satisfy the
         requirements of A above, then Tenant shall deliver to Landlord a
         certified copy of a corporate resolution in a form reasonably
         acceptable to Landlord, authorizing the signatory(ies) to execute this
         Lease.


                                       31
<PAGE>   36
                                   ARTICLE 16

                              ADDITIONAL PROVISIONS

         16.1 Interior Improvements: The Premises shall be delivered to Tenant
according to the space plan attached hereto, further described as Exhibit B.
Tenant acknowledges and agrees that the Premises are to be leased and accepted
by Tenant in their condition existing as of the Effective Date of this Lease
without implied or expressed warranty or representation and with all patent and
latent defects. Tenant shall be responsible for any costs associated with
changes to Exhibit B before or after the execution of the Lease document.

                  Landlord shall provide the Premises with all existing
electrical, HVAC and plumbing in good and workable condition, and to the extent
that there are any warranties available, Landlord agrees to endeavor to provide
Tenant with access to those warranties.

                  A. Tenant shall establish and maintain during the Terms hereof
a program to encourage maximum use of public Transportation by personnel of
Tenant employed on the Premises, including without limitation the distribution
to such employees of written materials explaining the convenience and
availability of public transportation facilities adjacent or proximate to the
Building, staggering work hours of employees, and encouraging use of such
facilities, all at Tenants' sole reasonable cost and expense.

                  B. Tenant agrees to comply with any lawful regulation or
ordinance of the City of Pleasanton or the County of Alameda respecting
transportation management in those jurisdictions, related solely to the conduct
of Tenant's business within the premises. In particular, Tenant shall comply at
all times with the City of Pleasanton's Transportation Systems Management
Ordinance (T.S.M. Ordinance, Chapter 17.24, Pleasanton Municipal Code), as said
Ordinance may be amended from time to time.

         16.2 Additional Security Deposit: Upon Lease execution, Tenant shall
deposit with Landlord Twenty-three thousand four hundred ten and 00/100 dollars
($23,410.00) as Additional Security Deposit as security for the performance by
Tenant of its obligations under this Lease, and not as prepayment of rent. The
Additional Security Deposit shall be subject to the same terms and conditions of
paragraph 3.5 of the Master Lease.

The additional Security Deposit shall be returned to Tenant under the following
schedule so long as Tenant has not been in default of the Lease as defined in
Article 13 of the Master Lease:

<TABLE>
<S>                                                                   <C>
       At the end of the twelfth month of occupancy                   $7,804.00 returned to Tenant

       At the end of the twenty-fourth month of occupancy             $7,804.00 returned to Tenant

       At the end of the thirty-six month of occupancy                $7,802.00 returned to Tenant
</TABLE>

                  Landlord agrees to review the revised financial information on
Media Synergy Software Corporation subsequently to the plan IPO. Within thirty
(30) days of receipt of such financial information, Landlord shall reasonably
determine if the Additional Security Deposit shall be returned, in its entirety
or portion thereof, to Tenant in lieu of the above stated schedule.

                  IN WITNESS WHEREOF, Landlord and Tenant have executed this
Lease with the intent to be legally bound thereby, to be effective as of the
Effective Date.


                                       32
<PAGE>   37
LANDLORD:                                    TENANT

Cranbrook Realty Investment Fund, LP         Media Synergy Software Corporation,
dba: Las Positas Office Plaza                a California corporation

By: Cranbrook Equity Investment Corporation
   a California Corporation, General Partner


 /s/ K.M. FitzPatrick                         /s/ Martha Ainsley
--------------------------------------       -----------------------------------
Kevin M. FitzPatrick                         Wilson Lee
Vice President, Operations                   Chief Financial Officer

Dated: 11/2/99                               Date: 11/2/99
      --------------------------------             -----------------------------



                                       33
<PAGE>   38
                                    EXHIBIT A



                                       34
<PAGE>   39
                                    EXHIBIT B



All work to be completed by Landlord will be done using building standard
finishes:

-     Paint the Premises

-     Carpet the Premises

-     Installation of lower cabinets with sink

-     Sidelight replaced with drywall

-     Demising wall installed

-     VCT installed in kitchen area


                                       35
<PAGE>   40
                                    EXHIBIT D

                              ACCEPTANCE AGREEMENT

THIS ACCEPTANCE AGREEMENT is made as of ____________1999, by and between the
parties hereto with regard to that Lease dated October 10, 1999, by and between
Cranbrook Realty Investment Fund, L.P. dba Las Positas Office Plaza as Landlord
and Media Synergy Corporation as Tenant, affecting those Premise commonly known
as 5976 W. Las Positas Blvd., Suite 126, Pleasanton, California. The parties
hereto agree as follows:

         1.       All improvements required to lie constructed by Landlord by
                  the Lease have been completed in accordance with the terms of
                  the Lease and are hereby accepted by Tenant, subject to the
                  completion of punchlist items on Exhibit "A" attached hereto.

         2.       Possession of the Premise has been delivered to Tenant and
                  Tenant has accepted and taken possession of the Premise.

         3.       The commencement Date of the Lease Term is dated November 1,
                  1999 and the Lease Term shall expire October 31, 2004 unless
                  sooner terminated according to file terms of the Lease or by
                  mutual agreement.

         4.       The Base Monthly Rent initially due pursuant to the lease is
                  $2.30 per rentable square foot per mouth, subject to any
                  subsequent adjustments required by the Lease.

         5.       Landlord has received a Security Deposit of Eleven thousand
                  five hundred ninety and 00/00 dollars ($11,590.00). In
                  addition, Tenant has prepaid rent in the amount of five
                  thousand three hundred thirteen and 40/100 dollars
                  ($5,331.40), which shall be applied to the first installment
                  of Base Monthly Rent.

         6.       The Lease is in full force and effect, neither party is in
                  default of its obligations under the Lease, and as of the date
                  hereof, Tenant has no setoffs, claims, or defenses to the
                  enforcement of the Lease.



LANDLORD:                                    TENANT
Cranbrook Realty Investment Fund, LP         Media Synergy Software Corporation,
dba: Las Positas Office Plaza                a California corporation
By: Cranbrook Equity Investment Corporation
  a California Corporation, General Partner


By:______________________________
Kevin M. FitzPatrick
Vice President, Operations                   By:________________________________
                                             Wilson Lee
Dated:___________________________            Chief Financial Officer

                                             Dated______________________________


                                       36
<PAGE>   41
                                    EXHIBIT E

                    NON-DISTURBANCE AND ATTORNMENT AGREEMENT


THIS Agreement made and entered into as of this ___ day of _________, 1999 by
and among Cranbrook Realty Investment fund, L.P., dba: Las Positas Office Plaza,
with an address at 5994 W. Las Positas Boulevard, Suite 205, Pleasanton,
California (hereinafter "Lessor") and Media Synergy Software Corporation, a
California corporation with an address at 5976 West Las Positas Blvd., Suite
126, Pleasanton, California (hereinafter: "Lessee") and THE LINCOLN NATIONAL
LIFE INSURANCE COMPANY, an Indiana Corporation, with an address c/o Lincoln
Investment Management, Inc., 200 East Barry Street, P.O. Box 2390, Fort Wayne,
IN 46801, Attention: Financial Services (hereinafter "Lender"),

                                   WITNESSETH:

WHEREAS Lessor and Lessee have entered into a Lease dated, 1999 (hereinafter
referred to as "Lease") whereby Lessee leases from Lessor those certain premises
located in the City of Pleasanton, County of Alameda, and State of California,
more particularly described in Exhibit A attached hereto and made a part hereof
(hereinafter "Demised Premises"); and

WHEREAS Lessor, for the purposes of securing a loan (hereinafter "Loan") from
Lender, has executed (or will execute) a Promissory Note (hereinafter "Note") in
favor of Lender, and for the purpose of securing the Note, Lessor has executed
(or will execute) a Mortgage and Security Agreement or a Deed of Trust and
Security Agreement or a Deed of Trust and Security Agreement (as applicable)
(hereinafter "Mortgage":) creating a first and superior lien upon the real
property described in Exhibit A; and

WHEREAS Lessor, Lessee and Lender desire to confirm their understanding with
respect to the Lease and the Mortgage:

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein
contained and to induce Lender to proceed with the closing of the Loan, Lessor,
Lessee and Lender hereby agree and covenant as follows:

1.       Lessor agrees to all matters contained in this Agreement insofar as
         same affect its interests, and also agrees to furnish Lender,
         immediately upon receipt or dispatch of same, with copies of all
         notices which either Lessee or Lessor send to each other.

2.       During the term of the Lease or any extensions or renewals thereof, so
         long as Lessee is not in default (after giving effect to any applicable
         grace period) in the payment of basic recent or percentage rent or in
         the performance of any of the terms, covenant or conditions of the
         Lease on Lessee's part to be performed, Lender agrees that it will not
         (i) take any action designed to disturb Lessee's possession and
         occupancy of the demised Premises nor to diminish or interfere with any
         of Lessee's rights and privileges under the Lease, or (ii) join lessee
         as a party defendant in any action or proceeding for the purpose of
         terminating Lessee's interest and estate under the Lease because of any
         default under the Mortgage.

3.       In the event any proceedings are brought for the foreclosure of the
         Mortgage or if the Demised Premises are conveyed to the Lender by deed
         in lieu of foreclosure, Lessee shall attorn to Lender or the purchaser
         upon any such conveyance or foreclosure sale or trustee's sale and
         shall recognize Lender or such purchaser as landlord (lessor) under the
         Lease. Such attornment shall be effective and self-operative without
         the execution of any further instrument on the part of any of the
         parties hereto. Lessee agrees, however, to execute and deliver at any
         time and from time to time, upon the request of Lessor or Lender or


                                       37
<PAGE>   42
         any such purchaser (a) any instrument or certificate which, in the
         reasonable judgment of Lessor or Lender or such purchaser, may be
         necessary or appropriate in any such foreclosure proceeding or
         otherwise to evidence such attornment, and (b) an instrument or
         certificate regarding the status of the Lease, consisting of
         statements, if true, (i) that the Lease is in full force and effect,
         (ii) the date through which rentals have been paid, (iii) the date of
         the commencement of the term of the Lease, (iv) the nature of any
         amendments or modifications to the Lease, (v) that no default, or state
         of facts, which with the passage of time or notice would constitute a
         default, exists on the part of either party to the Lease, and (vi) the
         dates on which payments of percentage rentals (if any) are due under
         the terms of the Lease.

4.       If Lender shall succeed to the interest of Lessor under the Lease in
         any manner, or if any purchaser acquires the Demised Premises upon any
         foreclosure of the Mortgage of any trustee's sale (or similar sale)
         under the Mortgage, Lender or such purchaser, as the case may be, in
         the event of attornment shall have the same remedies by entry, action
         or otherwise in the event of a default by Lessee in the payment of rent
         or additional rent or in the performance of any of the terms, covenants
         and conditions of the Lease on Tenant's part to be performed that
         Lessor had or would have had if Lender or such purchaser had not
         succeeded to the interest of Lessor. From and after any such
         attornment, Lender or such purchaser shall be bound to Lessee under all
         the terms, covenants and conditions of the Lease, and Lessee shall,
         from and after the succession to the interest of Lessor under the Lease
         by Lender or such purchaser have the same remedies against Lender or
         such purchaser for the breach of an agreement contained in the Lease
         that Lessee might have had under the Lease against the Lessor if Lender
         or such purchaser had not succeeded to the interest of Lessor, provided
         further, however, that Lender or such purchaser shall not be subject to
         any liability or obligation under the Lease or otherwise until Lender
         or such purchaser shall have acquired the interest of Lessor in the
         demised Premises by foreclosure or otherwise, and then only to the
         extent of liabilities or obligations accruing subsequent to the date
         that Lender or such purchaser has acquired the interest of Lessor, in
         furtherance of the foregoing, neither Lender or such purchaser shall be

                  (a)      liable for any action or omission of any prior
                           landlord failure to maintain and (including Lessor);
                           or

                  (b)      liable for the return of any security deposits
                           (except such as have been delivered to it); or

                  (c)      subject to any offsets or defenses which Lessee might
                           have against any prior landlord (including Lessor)
                           except for offsets and defenses which arise
                           subsequent to the date that Lender or such purchaser
                           acquires the interest of Lessor; or

                  (d)      bond by any rent or additional rent which Lessee
                           might have paid for more than the current month to
                           any prior landlord (including Lessor); or

                  (e)      bound by any amendment or modification of the Lease
                           made without its written consent; or

                  (f)      bound by the consent of any prior landlord (including
                           Lessor), if required by the terms of the Lease, to
                           any assignment or sublease or Lessee's interest in
                           the Lease made without also obtaining Lender's prior
                           written consent; or

                  (g)      personally liable for any default under the Lease or
                           any covenant on its part to be performed thereunder
                           as landlord, it being acknowledged that Lessee's sole
                           remedy in the event of such default shall be to
                           proceed against Lender's interest as mortgagee in the
                           Demised Premises.

5.       Lessee agrees to give Lender notice of any default by Lessor under the
         Lease at the same time as Lessee gives notice to the Lessor. Lender
         shall be entitled, but shall not be obligated, upon notice of a default
         by Lessor under the Lease to remedy the default of the Lessor provided
         that Lender promptly commences action to correct the default within
         thirty (30) days, and Lender proceeds with due diligence and without
         interruption to complete the action necessary to cure the default.
         Lender shall in no event be obliged to cure a default which is personal
         to Lessor and, therefore, not reasonably susceptible of cure by Lender.


                                       38
<PAGE>   43
6.       In the event Lessee receives written notice from Lender that there has
         been a default under the Loan and that rentals due under the Lease are
         to be paid to Lender pursuant to the terms of the Lease and authorizes
         Lessee to make such payments to Lender, or as otherwise directed by
         Lender, and hereby releases and discharges Lessee of any and from any
         liability to Lessor on account of any such payments.

7.       Nothing herein contained is intended, nor shall it be construed, to
         abridge or adversely affect any right or remedy of Lessor under the
         Lease in the event of any default by Lessee in the payment of any rent
         or in the performance of any of the terms, covenants or conditions of
         the Lease on Tenant's part to be performed.

8.       Any notice or communication required or permitted hereunder shall be
         given in writing, sent by United States mail, postage prepaid,
         registered or certified mail, or by facsimile transmission (provided
         that such facsimile is confirmed by mail in the manner previously
         described), addressed to the recipient party at its address set forth
         above, or to such other address or in the case of such other person as
         hereafter shall be designated in writing by the applicable party and
         shall be deemed to have been given as of the date of receipt.

9.       This Agreement may not be modified orally or in any manner other than
         by an agreement in writing signed by the parties hereto or there
         respective successors in interest. This Agreement shall inure to the
         benefit of and be binding upon the parties hereto, their successors and
         assigns, and any purchaser or purchasers at foreclosure of the Demised
         Premises, and their respective heirs, personal representatives,
         successors and assigns.

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


"LESSOR"                                 "LENDER"
Cranbrook Realty Investment Fund, L.P.   Lincoln National Life Insurance Company
Dba: Las Positas Office Plaza            By:  Lincoln Investment Management, its
                                              Attorney in Fact
By: Cranbrook Equity Investment          By:____________________________________
    Corporation
    a California Corporation,            Title:_________________________________
    General Partner

                                         Date:__________________________________
By:___________________________________
        Kevin M. FitzPatrick
Title:  Vice President/Operations

Date:_________________________________

"LESSEE"
Media Synergy Software Corporation,
a California corporation


By:___________________________________
        Wilson Lee
Title:  Chief Financial Officer

Date:_________________________________


                                       39
<PAGE>   44
                                    EXHIBIT F


                      STANDARDS FOR UTILITIES AND SERVICES



                  The following Standards for Utilities and Services are in
effect. Landlord reserves the right to adopt nondiscriminatory modification and
additions hereto:

                  As long as Tenant is not in default under any of the terms,
covenants, conditions, provisions or agreements of this Lease, Landlord shall:

        (a) Provide non-attended automatic elevator facilities Monday through
Friday, except holidays, from 8:00 a.m. to 8:00 p.m., and have one elevator
available at all other times.

        (b) On Monday through Friday, except holidays, from 8:00 a.m. to 6:00
p.m., (and other times for a reasonable additional charge to be fixed by
Landlord), ventilate the Premises and furnish air conditioning or heating on
such days and hours, when in the judgment of Landlord it may be required for the
comfortable occupancy of the Premises. The air conditioning system achieves
maximum cooling when the window coverings are closed. Landlord shall not be
responsible for room temperatures if Tenant does not keep all window coverings
in the Premises closed whenever the system is in operation. Tenant agrees to
co-operate fully at all times with Landlord, and to abide by all regulations and
requirements which Landlord may prescribe for the proper functioning and
protection of said air conditioning system. Tenant agrees not to connect any
apparatus, device, conduit or pipe to the building's chilled and hot water air
conditioning supply lines. Tenant further agrees that neither Tenant nor its
servants, employees, agents, visitors, licensees or contractors shall at any
time enter mechanical installations or facilities of the Building or adjust,
tamper with, touch or otherwise in any manner affect said installations or
facilities.

        (c) Landlord shall furnish to the Premises, during the usual business
hours on business days, electric current as required by the Building standard
office lighting and fractional horsepower office business in the amount
approximately two and one half (2.5) watts per square foot. Tenant agrees,
should its electrical installation or electrical consumption be in excess of the
aforesaid quantity or extend beyond normal business hours, to reimburse Landlord
monthly for the measured consumption at the terms, classifications and rate
charges to similar consumers by the public utility serving the neighborhood in
which the Building is located. If a separate meter is not installed at Tenant's
cost, such excess cost will be established by an estimate agreed upon by
Landlord and Tenant, and if the parties fail to agree, as established by an
independent licensed engineer. Tenant agrees not to use any apparatus or device
in, or upon, or about the Premises which may in any way increase the amount of
such services usually furnished or supplied to said Premises, and Tenant further
agrees not to connect any apparatus or device with wires, conduits or unusual
amounts of such services without written consent of Landlord. Should Tenant use
such services to excess, the refusal on the part of Tenant to pay upon demand of
Landlord the amount established by Landlord for such excess charge shall
constitute a breach of the obligation to pay rent under this Lease and shall
entitle Landlord to the rights therein granted for such breach. At all times
Tenant's use of electric current shall never exceed the capacity of the feeders
to the Building or the risers or wiring installation and Tenant shall not
install or use or permit the installation or use of any computer or electronic
data processing equipment in the Premises without the prior written consent of
Landlord.

        (d) Water will be available in public areas for drinking and lavatory
purposes only, but if Tenant requires, uses or consumes water for any purposes
in addition to ordinary drinking and lavatory purposes of which fact Tenant
constitutes Landlord to be the sole judge, Landlord may install a water meter
and thereby measure Tenant's water consumption for all purposes. Tenant shall
pay Landlord for the cost of the meter and the cost of the


                                       40
<PAGE>   45
installation thereof and throughout the duration of Tenant's occupancy Tenant
shall keep said meter and installation equipment in good working order and
repair at Tenant's own cost and expense, in default of which Landlord may cause
such meter and equipment to be replaced or repaired and collect the cost thereof
from Tenant. Tenant agrees to pay for water consumed, as shown on said meter, as
and when bills are rendered, and on default in making such payment, Landlord may
pay such charges and collect the same from Tenant. Any such costs or expenses
incurred, or payments made by Landlord for any of the reasons or purposes herein
above stated shall be deemed to be additional rent payable by Tenant and
collectible by Landlord as such.

        (e) Provide janitor service to the Premises, provided the same are used
exclusively as offices, and are kept reasonably in order by Tenant, and if to be
kept clean by Tenant, no one other than persons approved by Landlord shall be
permitted to enter the Premises for such purposes. If the Premises are not used
exclusively as offices, they shall be kept clear and in order by Tenant, at
Tenant's expense, and to the satisfaction of Landlord, and by persons approved
by Landlord. Tenant shall pay to Landlord the cost of removal or any of Tenant's
refuse and rubbish, to the extent that the same exceeds the refuse and rubbish
usually attendant upon the use of the premises as offices.

        (f) Landlord reserves the right to stop service of the elevator,
plumbing, ventilation, air conditioning and electric systems, when necessary, by
reason of accident or emergency or for repairs, alterations or improvements, in
the judgment of Landlord desirable or necessary to be made, until said repairs,
alterations or improvements shall have been completed, and shall further have no
responsibility or liability for failure to supply elevator facilities, plumbing,
ventilating, air conditioning or electric service, when prevented from so doing
by strike or accident or by any cause beyond Landlord's reasonable control, or
by laws, rules, orders, ordinances, directions, regulations or requirements of
any federal, state, county or municipal authority or failure of gas, oil or
other suitable fuel supply or inability by exercise of reasonable diligence to
obtain gas, oil or other suitable fuel. It is expressly understood and agreed
that any covenants, conditions, provisions or agreement of this Lease, or to
perform any act or thing for the benefit of Tenant, shall not be deemed breached
if Landlord is unable to furnish or perform the same by virtue of a strike or
labor trouble or any other cause whatsoever beyond Landlord's control.


                                       41
<PAGE>   46
                                    EXHIBIT G

RULES AND REGULATIONS

1.       No sign, placard, picture, advertisement, name or notice shall be
         installed or displayed on any part of the outside or inside of the
         Building without the prior written consent of Landlord. Landlord shall
         have the right to remove, at Tenant's expense and without notice, any
         sign installed or displayed in violation of this rule. All approved
         signs or lettering on doors and walls shall be printed, painted,
         affixed or inscribed at the expense of Tenant by a person chosen by
         Landlord.

2.       If Landlord objects in writing to any curtains, blinds, shades, screens
         or hanging plants or other similar objects attached to or used in
         connection with any window or door of the Premises, Tenant shall
         immediately discontinue such use. No awning shall be permitted on any
         part of the Premises. Tenant shall not place anything against or near
         glass partitions or doors or windows which may appear unsightly from
         outside the Premises.

3.       Tenant shall not obstruct any sidewalks, halls, passages, exits,
         entrances, elevators, escalators, or stairways of the Building. The
         halls, passages, exits, entrances, shopping malls, elevators,
         escalators and stairways are not open to the general public. Landlord
         shall in all cases retain the right to control and prevent access
         thereto of all persons whose presence in the judgment of Landlord would
         be prejudicial to the safety, character, reputation and interest of the
         Building and its tenants; provided that nothing herein contained shall
         be construed to prevent such access to persons with whom any Tenant
         normally deals in the ordinary course of its business, unless such
         persons are engaged in illegal activities. No Tenant and no employee or
         invitee of any Tenant shall go upon the roof of the Building.

4.       The directory of the Building will be provided exclusively for the
         display of the name and location of Tenants only and Landlord reserves
         the right to exclude any other names therefrom.

5.       All cleaning and janitorial services for the Building will be provided
         exclusively through Landlord, and except with the written consent of
         Landlord, no person or persons other than those approved by Landlord
         shall be employed by Tenant or permitted to enter the Building for
         purpose of cleaning the same. Tenant shall not cause any unnecessary
         labor by carelessness or indifference to the good order and cleanliness
         of the Premises. Landlord shall not in any way be responsible to any
         Tenant for any loss of property on the Premises, however occurring, or
         for any damage to any Tenant's property by the janitor or any other
         employee or any other person.

6.       Landlord will furnish Tenant, free of charge, with two keys to each
         door lock in the Premises. Landlord may make a reasonable charge for
         any additional keys. Tenant shall not make or have made additional
         keys, and Tenant shall not alter any lock or install a new additional
         lock or bolt on any door of its Premises. Tenant, upon the termination
         of its tenancy, shall deliver to Landlord the keys of all doors which
         have been furnished to Tenant, and in the event of loss of any keys so
         furnished, shall pay Landlord therefor.

7.       If Tenant requires telegraphic, telephonic, burglar alarm or similar
         services, it shall first obtain, and comply with, Landlord's
         instructions in their installation.

8.       Any freight elevator shall be available for use by all tenants in the
         Building, subject to such reasonable scheduling as Landlord in its
         discretion shall deem appropriate. No equipment, materials, furniture,
         packages, supplies, merchandise or other property will be received in
         the Building or carried in the elevators except between such hours and
         in such elevators as may be designated by Landlord.

9.       Tenant shall not place a load upon any floor of the Premises which
         exceeds the load per square foot which such floor was designed to carry
         and which is allowed by law. Landlord shall have the right to prescribe
         the weight,

                                       42
<PAGE>   47
         size and position of all equipment, materials, furniture or other
         property brought into the Building. Heavy objects shall, if considered
         necessary by Landlord, stand on such platforms as determined by
         Landlord to be necessary to properly distribute the weight. Business
         machines and mechanical equipment belonging to Tenant, which cause
         noise or vibration that may be transmitted to the structure of the
         Building or to any space herein to such a degree as to be objectionable
         to Landlord or to any tenants in the Building, shall be placed and
         maintained by Tenant, at Tenant's expense, on vibration eliminators or
         other devices sufficient to eliminate noise or vibration. The persons
         employed to move such equipment in or out of the Building must be
         acceptable to Landlord. Landlord will not be responsible for loss of,
         or damage to, any such equipment or other property from any cause, and
         all damage done to the Building by maintaining or moving such equipment
         or other property shall be repaired at the expense of Tenant.

10.      Tenant shall not use or keep in the Premises any kerosene, gasoline or
         other inflammable or combustible fluid or material other than those
         limited quantities necessary for the operation or maintenance of office
         equipment. Tenant shall not use or permit to be used in the Premises
         any foul or noxious gas or substance, or permit or allow the Premises
         to be occupied or used in a manner offensive or objectionable to
         Landlord or other occupants of the building by reason of noise, odors
         or vibrations, nor shall Tenant bring into or keep in or about the
         Premises any birds or animals.

11.      Tenant shall not use any method of heating or air-conditioning other
         than that supplied by Landlord.

12.      Tenant shall not waste electricity, water or air-conditioning and
         agrees to cooperate fully with Landlord 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
         Tenant has actual notice, and shall refrain from adjusting controls.
         Tenant shall keep corridor doors closed, and shall close window
         coverings at the end of each business day.

13.      Landlord reserves the right, exercisable without notice and without
         liability to Tenant, to change the name and street address of the
         Building.

14.      Landlord reserves the right to exclude from the Building between the
         hours of 6:00 p.m. and 7:00 a.m. the following day, or such other hours
         as may be established from time to time by Landlord, and on Sundays and
         legal holidays, any person unless that person is known to the person or
         employee in charge of the Building and has a pass or is properly
         identified. Tenant shall be responsible for all persons for whom it
         requests passes and shall be liable to Landlord for all acts of such
         persons. Landlord shall not be liable for damages for any error with
         regard to the admission to or exclusion from the Building of any
         person. Landlord reserves the right to prevent access to the Building
         in case of invasion, mob, riot, public excitement or other commotion by
         closing the doors or by other appropriate action.

15.      Tenant shall close and lock the doors of its Premises and entirely shut
         off all water faucets or other water apparatus, and electricity, gas or
         airs outlets before Tenant and its employees leave the Premises. Tenant
         shall be responsible for any damage or injuries sustained by other
         tenants or occupants of the Building or by Landlord for noncompliance
         with this rule.

16.      Tenant shall not obtain for use on the Premises ice, drinking water,
         food, beverage, towel or other similar services or accept barbering or
         bootblacking service upon the Premises, except at such hours and under
         such regulations as may be fixed by Landlord.

17.      The toilet rooms, toilets, urinals, wash bowls and other apparatus
         shall not be used for any purpose other than that for which they were
         constructed and no foreign substance of any kind whatsoever shall be
         thrown therein.


                                       43
<PAGE>   48
         The expense of any breakage, stoppage or damage resulting from the
         violation of this rule shall be borne by Tenant who, or whose employees
         or invitees, shall have caused it.

18.      Tenant shall not sell, or permit the sale at retail, of newspapers,
         magazines, periodicals, theater tickets or any other goods or
         merchandise to the general public in or on the Premises. Tenant shall
         not make any room-to-room solicitation of business from other tenants
         in the Building. Tenant shall not use the premises for any business or
         activity other than that specifically provided for in Tenant's Lease.

19.      Tenant shall not install any radio or television antenna, loudspeaker
         or other device on the roof or exterior walls of the Building. Tenant
         shall not interfere with radio or television broadcasting or reception
         from or in the Building or elsewhere.

20.      Tenant shall nor mark, drive nails, screw or drill into the partitions,
         woodwork or plaster or in any way deface the Premises or any part
         thereof. Landlord reserves the right to direct electricians as to where
         and how telephone and telegraph wires are to be introduced to the
         Premises. Tenant shall not cut or bore holes for wires. Tenant shall
         not affix any floor covering to the floor of the Premises in any manner
         except as approved by Landlord. Tenant shall repair any damage
         resulting from noncompliance with this rule.

21.      Tenant shall not install, maintain or operate upon the Premises any
         vending machine without the written consent of Landlord.

22.      Canvassing, soliciting and distribution of handbills or any other
         written material, and peddling in the Building are prohibited, and each
         Tenant shall cooperate to prevent same.

23.      Landlord reserves the right to exclude or expel form the Building any
         person who, in Landlord's judgment, is intoxicated or under the
         influence of liquor or drugs or who is in violation of any of the Rules
         and Regulations of the Building.

24.      Tenant shall store all its trash and garbage within its Premises.
         Tenant shall 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 shall be
         made in accordance with directions issued from time to time by
         Landlord.

25.      The Premises shall not be used for the storage of merchandise held for
         sale to the general public, or for lodging or for manufacturing of any
         kind, nor shall the Premises be used for any improper, immoral or
         objectionable purpose. No cooking shall be done or permitted by any
         Tenant on the Premises, except that use by Tenant of Underwriters
         Laboratory-approved equipment for brewing coffee, tea, hot chocolate
         and similar beverages shall 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.

26.      Tenant shall not use in any space or in the public halls of the
         Building any hand trucks except those equipped with rubber tires and
         side guards or such other material-handling equipment as Landlord may
         approve. Tenant shall not bring any other vehicles of any kind into the
         Building.

27.      Without the written consent of Landlord, Tenant shall not use the name
         of the Building in connection with or in promoting or advertising the
         business of Tenant except as Tenant's address.

28.      Tenant shall comply with all safety, fire protection and evacuation
         procedures and regulations established by Landlord or any governmental
         agency.


                                       44
<PAGE>   49
29.      Tenant 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.

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

31.      Tenant shall not park its vehicles in any parking areas designated by
         Landlord as areas for parking by visitors to the Building. Tenant shall
         not leave vehicles in the Building parking areas overnight nor park any
         vehicles in the Building parking areas other than automobiles,
         motorcycles, motor driven or non-motor driven bicycles or four-wheeled
         trucks.

32.      Landlord may waive any one or more of these Rules and Regulations for
         the benefit of Tenant or any other Tenant, but no such waiver by
         Landlord shall be constructed as a continuous waiver of such Rules and
         Regulations in favor of Tenant or any other Tenant, nor prevent
         Landlord from thereafter enforcing any such Rules and Regulations
         against any or all of the tenants of the Building.

33.      These Rules and Regulations are in addition to, and shall not be
         construed to in any way modify or amend, in whole or in part, the
         terms, covenants, agreements and conditions of any lease of premises in
         the Building.

34.      Landlord reserves the right to make such other reasonable Rules and
         Regulations as, in its judgment, may from time to time be needed for
         safety and security, for care and cleanliness of the Building and for
         the preservation of good order therein. Tenant agrees to abide by all
         such Rules and Regulations herein above stated and any additional rules
         and regulations which are adopted.

35.      Tenant shall be responsible for the observance of all of the foregoing
         rules by Tenant's employees, agents, clients, customers, invitees and
         guests.


                                       45
<PAGE>   50
                                   EXHIBIT "H"

                        HAZARDOUS MATERIALS QUESTIONNAIRE


Las Positas Office Plaza

To:               Media Synergy Software Corporation

From:   The Cranbrook Group

SUBJECT:          Hazardous Materials Questionnaire As It Relates to California
                  Health and Safety Code Sections 25503.5 and 25503.6

California Health and Safety Code Section 25503.5 requires any business which
handles hazardous Materials in excess of certain limits to establish a business
plan for emergency response to a release or threatened release of Hazardous
Materials. Health and Safety code Section 25503.6 specifies that any business
which is required under Section 25503.5 to establish and implement a business
plan and is located on leased property is required to notify the owner in
writing that the business is subject to Section 25503.5 and to provide a copy of
the business plan to the owner within five working days after receiving a
request from the owner or owner's agent for a copy.

The purpose of this letter is to request that you either verify that you are not
subject to Health and Safety Code Sections 25503.5 and 25503.6 or that you
provide the information required to be provided by those Sections by:

         1.       Completing the attached acknowledgment;

         2.       Completing the attached questionnaire;

         3.       If you are a reporting company, attaching a copy of your
                  hazardous materials management plan.

If you have any questions as to your own specific requirements, please contact
the local fire department to assess your use.


                                       46
<PAGE>   51
                                 ACKNOWLEDGMENT

THE UNDERSIGNED HEREBY ACKNOWLEDGES THAT IT (Mark One):

________________ Does not use any hazardous materials other than minor amounts
of reproduction janitorial chemicals consistent with routine office uses (NO
NEED TO FILL OUT THE ATTACHED HAZARDOUS MATERIALS QUESTIONNAIRE.)

________________ Does not use hazardous materials in a manner or in a quantity
requiring the preparation of a hazardous material management plan or any other
documents under California Health and Safety Code Section 25503.5. (Please fill
out the attached Hazardous Materials Questionnaire.)

________________ Uses only those chemicals identified in the attached
questionnaire in accordance with the provisions of the attached hazardous
materials management plan, which has been approved by the Fire Department of the
City of Pleasanton and is in full force and effect. (Please fill out the
attached Hazardous Materials Questionnaire and attached copy of your Hazardous
Materials Management Plan.)

THE UNDERSIGNED FURTHER ACKNOWLEDGES THAT IT HAS COMPLETED IN ALL RESPECTS TO
THE PROVISIONS OF LOCAL, STATE AND FEDERAL LAW AND THE HAZARDOUS MATERIALS
MANAGEMENT LAW ATTACHED HERETO IN CONNECTION WITH ITS STORAGE, USE AND DISPOSAL
OF HAZARDOUS MATERIALS AND THAT IT HAS DISPOSED OF HAZARDOUS MATERIALS ONLY BY
(1) DISCHARGE TO APPROPRIATELY TREATED WASTE TO A PUBLICLY OWNED TREATMENT WORK
IN ACCORDANCE WITH A VALID AND ENFORCEABLE WASTE DISCHARGE PERMIT AND (2)
DELIVERY OF HAZARDOUS WASTES TO A PROPERLY LICENSED WASTE DISPOSAL AGENT.

IN WITNESS WHEREOF, the undersigned, an authorized officer of the aforementioned
company has executed to this acknowledgment as of the date written below.



Media Synergy Software Corporation


By: /s/ Martha Ainsley
   -------------------------------
       Wilson Lee
       Chief Financial Officer


                                       47
<PAGE>   52
                        HAZARDOUS MATERIALS QUESTIONNAIRE

This questionnaire is designed to solicit information regarding your proposed
use of hazardous or toxic materials. Please complete the questionnaire and
return it to (with Lease Documents) for evaluation. If your use of materials or
generation of wastes is considered to be significant, further information may be
requested regarding your plans for hazardous and toxic materials management.

Your cooperation in this matter is appreciated. If you have any questions do not
hesitate to call us for assistance.

        PROPOSED LESSEE OR TENANT

                                  Name (Corporation, Individual, Corporate
                                  or Individual DBA, or Public Agency


                                  Standard Industrial Classification Code (SIC)

                                  Street Address

                                  City, State, Zip Code

Contact Person & Title:______________________________________________________
Phone Number:(____) ________________ Facsimile Number: (____) _________________

        LOCATION AND ADDRESS OF PROPOSED LEASE

                                  Street Address

                                  City, State, Zip Code

        DESCRIPTION OF PROPOSED FACILITY USE:

Describe proposed use and operation of Premises including principal products or
service to be conducted at facility:

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

Does the operation of your business involve the use, generation, treatment,
storage, transfer or disposal or hazardous wastes or materials? Yes ____ No
____. If yes, or if your SIC code number is between 2000 to 4000, please
complete Section IV.

        PERMIT DISCLOSURE

Does the require permits, license or plan approval from any of the following
agencies?

        Environmental Protection Agency

        or County Sanitation District

        The  Department of Health Services


                                       48
<PAGE>   53
        Nuclear Regulatory Commission

        Quality Management District

        Bureau of Alcohol, Firearms and Tobacco

        or County Fire Department

        Regional Water Quality Control Board

Corporate permit or license numbers, issuing agency and expiration date or
renewal date, if applicable.

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

If your answer is yes to any of the above questions please complete Sections V
and VI.

        HAZARDOUS MATERIALS DISCLOSURE

Are any hazardous or toxic materials or substances be stored on-site? Yes ____
No ____. If yes, please describe the materials or substances to be stored,
qualities and proposed method of storage (i.e., drums, aboveground or
underground storage tanks, cylinders, other), and whether the material is a
Solid(S), Liquid(L) or Gas(G):


Material                 Storage Method              Quantity On A Monthly Basis

Attach additional sheets if necessary.

Is any facility modification required or planned to mitigate the release of
toxic or hazardous substance or wastes into the environment? ________ Yes ____
No ____. If yes, please describe the proposed facility modifications:


--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

                  HAZARDOUS WASTE DISCLOSURE

Will any hazardous waste, including recyclable waste, be generated by the
operation of your business? Yes ____ No ____. If yes, please list the hazardous
waste which will be generated at the facility, its hazardous waste and
volume/frequency of generation on a monthly basis.


Waste Name               Hazardous Class                           Volume/Month


Attached additional sheets if necessary.

If yes, please also indicate if any such wastes are to be stored within the
Premises and the proposed method of storage (i.e., drums, aboveground or
underground storage tanks, cylinders, other).



                                       49
<PAGE>   54
Waste Name                                               Storage/Month


If yes, please also describe the method(s) of disposal for each waste. Indicate
where disposal will take place and method of transportation to be used:

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

Is any treatment or processing of hazardous wastes to be conducted on-site? Yes
____ No ____. If yes, please describe proposed treatment/processing methods:

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------


Which agencies are responsible for monitoring and evaluating compliance with
respect to the storage and disposal of hazardous materials or wastes at or from
the Premises? (Please list all agencies.)

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------


Have there been any agency enforcement actions regarding the company facilities,
or any existing company facilities, or any past, pending our outstanding
administrative orders or consent decrees? Yes ____ No ____. If yes, have there
been any continuing compliance obligations imposed on your company as a result
of decrees or orders? Yes ____ No ____. If yes, please describe.

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------


Has the company been the receipt of requests for information, notice and demand
letters, cleanup and abatement orders, or cease and desist orders or other
administrative inquiries? Yes ____ No ____. If yes, please describe:

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------


Are there any pending citizen lawsuits, or have any notices of violations been
provided to the company or any existing facilities pursuant to the citizens suit
provisions of any statute? Yes ____ No ____. If yes, please describe:

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------


                                       50
<PAGE>   55
Have there been any previous lawsuits against the company regarding
environmental concerns? Yes ____ No ____. If yes, please describe:

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------


Has any environmental audit ever been conducted at any of your company's
existing facilities? Yes ____ No ____. If yes, please describe:

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------


Does your company carry environmental impairment insurance? Yes ____ No ____. If
yes, what is the name of the carrier and what are the effective periods and
monetary limits of such coverage?

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------


This Hazardous Materials Questionnaire is certified as being true and accurate
and has been completed by the party whose signature appears below on behalf of
Tenant as of the date set forth below.

Dated: _______________________           Signature:  ___________________________

                                         Print Name: ___________________________

                                         Title: ________________________________


                                       51
<PAGE>   56
                                    EXHIBIT I

                       DESCRIPTION OF PRIVATE RESTRICTIONS


Reference is hereby made to that certain Declaration of Covenants, Conditions
and Restrictions for Hacienda Business Park (No. 2) recorded January 24, 1985,
Series No. 85-14396 of Office Records, Chicago Title Insurance Company. Landlord
and Tenant agree that they are fully bound by the above-named Declaration.



                                       52
<PAGE>   57
                                    EXHIBIT J

                                  SIGN CRITERIA

1.      SIGN CRITERIA

        These criteria establish the uniform policies for all Tenant signage for
        leased space at Las Positas Office Plaza. These criteria have been
        established for the purpose of maintaining the overall appearance of the
        project. Conformance will be strictly enforced. Any sign installed which
        does not conform to the sign criteria will be brought into conformity at
        the expense of the Tenant.

A.      General Specifications

        1.        Measurements

                  a.       Tenant Name - 1" upper and lower case minus 65%
                           spacing; Color #48, Camel Beige; Typeface - Rockwell
                           Medium

                  b.       Suite Number 1 1/4" minus 65% spacing; Color - #48,
                           Camel Beige; Typeface - Rockwell Medium

        2.        All signage is to be applied to existing tenant name plate.

        3.        Tenant shall be allowed one (1) directory strip on the
                  building directory sign.

        4.        Tenant shall be allowed one (1) sign regardless of size of
                  occupancy.

        5.        Lettering and installation provided at sole cost of Landlord.

        6.        No electrical or audible signs will be allowed.

        7.        Except as provided herein, no company logos, advertising
                  placards, banners, pennants, names, insignias, trademarks or
                  other descriptive material shall be affixed or maintained upon
                  any automated machine, glass panes of the building, building
                  exterior, landscaped areas, streets, or parking or other
                  common areas of the project.

        8.        Sign criteria are subject to change as may be determined at
                  Landlord's sole discretion.



                                       53