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                             Basic Lease Information
                            116 New Montgomery Street


            The following is a summary of Basic Lease Information. To the extent
there is any conflict between the provisions of this Summary and. any more
specific provision of the Lease, such more specific provision, shall control.

                    LEASE DATE: January 9, 1998

                      LANDLORD: 116 NEW MONTGOMERY ASSOCIATES, LLC, a
                                California limited liability company

           ADDRESS OF LANDLORD: c/o CAC Real Estate Management Company, Inc.
                                255 California Street, Suite 200
                                San Francisco, CA  94111

                        TENANT: GREENFIELD ONLINE, a Connecticut corporation

             ADDRESS OF TENANT: 274 Riverside Avenue
                                Westport, Connecticut  06880

                                with a copy to:

                                Kestenbaum, Dannenberg & Klein, LLP
                                655 Third Avenue, Suite 900
                                New York, New York  10017
                                Attention:  Michael H. Klein

                      PREMISES:             Rentable
                                Suite       Square Footage
                                -----       --------------
                                220         803

                                116 New Montgomery Street
                                San Francisco, CA  94105

                    LEASE TERM: Two (2) years

                          RENT: $1,739.83 per month

   SCHEDULED COMMENCEMENT DATE: January 9, 1998

               EXPIRATION DATE: December 31, 1999

             BASE EXPENSE YEAR: 1998
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                 BASE TAX YEAR: 1998

                           USE: General office use and sales (excluding retail)

     TENANT'S PERCENTAGE SHARE: 0.7%

      INITIAL SECURITY DEPOSIT: $1,739.83

             LANDLORD'S BROKER: Peter Sullivan Associates, Inc.

               TENANT'S BROKER: Grubb and Ellis Company

                   ATTACHMENTS: Exhibit A   -     Floor Plan
                                Exhibit B   -     Operating Expenses and Taxes
                                Exhibit C   -     Rules and Regulations

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                                TABLE OF CONTENTS

                                                                            Page

1.    PARTIES................................................................4
2.    PREMISES...............................................................4
3.    TERM...................................................................4
4.    DELIVERY OF POSSESSION.................................................5
5.    RENT...................................................................6
6.    USE....................................................................7
7.    ESCALATION.............................................................8
8.    RULES AND REGULATIONS.................................................10
9.    ASSIGNMENT AND SUBLETTING.............................................10
10.   SALE..................................................................12
11.   MAINTENANCE AND REPAIRS...............................................13
12.   SERVICES..............................................................14
13.   ALTERATIONS...........................................................15
14.   INDEMNIFICATION, EXCULPATION AND INSURANCE............................16
15.   DESTRUCTION...........................................................18
16.   ENTRY.................................................................19
17.   EVENTS OF DEFAULT.....................................................19
18.   TERMINATION UPON DEFAULT..............................................20
19.   CONTINUATION AFTER DEFAULT............................................20
20.   OTHER RELIEF..........................................................21
21.   LANDLORD'S RIGHT TO CURE DEFAULT......................................21
22.   ATTORNEY'S FEES.......................................................21
23.   NO WAIVER.............................................................22
24.   NOTICES...............................................................22
25.   EMINENT DOMAIN........................................................22
26.   LATE CHARGE...........................................................23
27.   SECURITY DEPOSIT......................................................23
28.   RELOCATION............................................................23
29.   ESTOPPEL CERTIFICATE..................................................24
30.   SURRENDER.............................................................24
31.   HOLDING OVER..........................................................24
32.   FLOOR LOAD AND NOISE..................................................25
33.   SUBORDINATION.........................................................25
34.   INABILITY TO PERFORM..................................................25
35.   CORPORATE AUTHORITY...................................................25
36.   MISCELLANEOUS.........................................................26
37.   BROKER................................................................27
38.   NO OFFER..............................................................27

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1.    PARTIES.

      THIS LEASE (this "Lease") is made as of the 9th day of January, 1998,
between 116 NEW MONTGOMERY ASSOCIATES, LLC, a California limited liability
company ("Landlord"), and GREENFIELD ONLINE, a Connecticut corporation
("Tenant").

2.    PREMISES.

      (a)   Landlord does hereby lease to Tenant, and Tenant does hereby lease
from Landlord, for the term and subject to the covenants and conditions
hereinafter set forth, to all of which Landlord and Tenant agree, those certain
premises ("Premises") identified in the Basic Lease Information, and located in
that certain building owned by Landlord ("Building") located at 116 New
Montgomery Street, San Francisco, California. The Premises are as shown
cross-hatched on Exhibit A attached to this Lease and hereby made a part hereof.
Tenant shall have the right to use, in common with others, the entrances,
lobbies, corridors, stairs and elevators of the Building (the "Common Areas")
for access to the Premises. All of the outside decks, balconies and exterior
walls of the Building and any space in the Premises used for shafts, stacks,
pipes, conduits, ducts, electric or other utilities, or other Building
facilities, and the use thereof and access thereto through the Premises for the
purposes of operation, maintenance and repairs, are reserved to Landlord.

      (b)   The rentable square footage of the Premises has been determined in
accordance with BOMA's Standard Method of Measuring Floor Area in Office
Buildings (ANSI/BOMA Z.65.1-1996), as modified by Landlord for uniform use in
the Building. The square footage figures contained in this Lease shall be final
and binding on the parties.

3.    TERM.

      (a)   The term of this Lease ("Term") shall be for two (2) years. The Term
shall commence on the later of (i) the Scheduled Commencement Date, and (ii) if
Landlord is constructing any improvements in and to the Premises prior to the
Scheduled Commencement Date in accordance with the terms of this Lease, on such
date as such improvements are substantially complete (subject to punchlist
items), and shall end on the Expiration Date.

      (b)   If the Premises are substantially complete and ready for occupancy
by Tenant prior to the Scheduled Commencement Date, Tenant may, with the prior
approval of Landlord, accept delivery of the Premises and take early occupancy
thereof prior to the Scheduled Commencement Date. Such occupancy shall be on all
of the terms and conditions of this Lease (notwithstanding any contrary
reference herein to such obligation being binding on Tenant during the Term of
this Lease); provided, however (but subject to the foregoing parenthetical
condition), the Term of this Lease shall not commence until the Scheduled
Commencement Date.

      (c)   The "Commencement Date" shall be the actual date the Term of this
Lease commences in accordance with this Paragraph 3. If the Commencement Dare is
other than the Scheduled Commencement Dace, Landlord and Tenant each shall,
promptly after the

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Commencement Date has been determined, execute and deliver to the other an
amendment to this Lease which sets forth the Commencement Date of this Lease,
but the term of this Lease shall commence on the Commencement Date and end on
the Expiration Dace whet. her or not such amendment is executed.

      (d)   Notwithstanding anything to the contrary in this Lease, Landlord
acknowledges that Tenant is entering into this Lease in reliance on the ability
of Tenant to contract with a telecommunications provider for high-speed
telecommunications services to the Premises. Tenant acknowledges that Landlord
is presently negotiating with Winstar Wireless, Inc. for certain
telecommunications services that Tenant agrees would sago its requirements. If,
on or before February 1, 1998, Landlord does not enter into a binding agreement
with Winstar or such other telecommunications provider for high-speed Internet
access and "T-I" service capable of providing interconnection co the Premises,
Tenant, at any time during the month of February, 1998, shall have the right, as
its sole and exclusive remedy, upon ten (10), days' prior written notice given
to Landlord, to terminate this Lease, unless prior to the expiration of said ten
(10) day period, Landlord is able co provide the telecommunications services
hereinabove described. Tenant's failure co timely exercise such right of
termination tall constitute a full and complete waiver thereof.

4.    DELIVERY OF POSSESSION.

      (a)   In the event of the inability of Landlord co deliver possession of
the Premises ac the rime of the commencement of the Term for any reason
whatsoever, neither Landlord nor its agents shall be liable for any damage
Caused thereby, nor shall this Lease r. hereby become void or voidable, nor
shall the Term be in any way extended, but in such event Tenant shall not be
liable for any rent until such time as Landlord can deliver possession.
Notwithstanding anything in the foregoing to the contrary, if Landlord does not
deliver possession of the Premises to Tenant on or before the February 10, 1998,
for any reason ocher than due co the act or omission of Tenant, Tenant, as its
sole and exclusive remedy, shall have the right to terminate this Lease, without
penalty to Tenant or to Landlord, and Landlord shall return to Tenant all monies
previously paid by Tenant hereunder.

      (b)   Landlord shall deliver possession of the Premises to Tenant, and
Tenant shall accept the same, in its "AS IS" condition. Tenant agrees that
Landlord has no obligation and has made no promise to alter, remodel, improve,
or repair the Premises or any part thereof or to repair, bring into compliance
with applicable laws, or improve any condition existing in the Premises as of
the Commencement Dare. Tenant agrees that neither Landlord nor any of Landlord's
employees or agents has made any representation or warranty as to the present or
future suitability of the Premises for the conduct of Tenant's business therein,
ocher than the representation herein given by Landlord that the certificate of
occupancy or ocher final governmental approval for occupancy of the Building
authorizes general office use in the Building. Any improvements or personal
property located in the Premises are delivered without any representation or
warranty from Landlord, either express or implied, of any kind, including
merchantability or suitability for a particular purpose.

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      (c)   Prior to the Commencement Date, Landlord will shampoo the existing
carpeting, and wash all interior walls, in the Premises.

5.    RENT.

      (a)   Tenant shall pay to Landlord the following amounts as rent for the
Premises:

            (i) During the Term, Tenant shall pay to Landlord, as base monthly
rent, the respective mounts of monthly rent specified in the Basic Lease
Information (the "Base Rent"). If the Commencement Date should occur on a day
other than the first day of a calendar month, or if the Expiration Date should
occur on a day other than the last day of a calendar month, then the Base Rent
for such fractional month shall be prorated upon a daily basis based upon a
thirty (30) day month. Base Rent is, due and payable monthly, in advance, on the
first day of each calendar month.

            (ii) During each calendar year or part thereof during the Term
subsequent to the Base Expense Year specified in the Basic Lease Information
(the "Base Expense Year"), Tenant shall pay to Landlord, as additional monthly
rent, Tenant's Percentage Share (as hereinafter defined) of the total dollar
increase, if any, in all Operating Expenses (as hereinafter defined) paid or
incurred by Landlord in such calendar year or part thereof over Operating
Expenses paid or incurred by Landlord in the Base Expense Year. Payments on
account of Tenant's Percentage Share of Operating Expenses, determined in
accordance with Paragraph 7(a), are due and payable monthly together with the
payment of Base Rent.

            (iii) Daring each tax year (July I through June 30) or part thereof
during the term of this Lease subsequent to the base tax year ending June 30 of
the Base Tax Year specified in the Basic Lease Information (the "Base Tax
Year"), Tenant shall pay to Landlord, as additional monthly rent, Tenant's
Percentage Share of the total dollar increase, if any, in all Property Taxes (as
hereinafter defined) paid or incurred by Landlord in such tax year or part
thereof over the Progeny Taxes paid or incurred by Landlord in the Base Tax
Year. Payments on account of Tenant's Percentage Share of Property Taxes,
determined in accordance with Paragraph 7(a), are due :and payable month/y
together with the payment of Base Rent.

            (iv) Throughout the Term, Tenant shall pay, as additional rent, all
other mounts of money and charges required to be paid by Tenant under this
Lease, whether or not such. amounts of money or charges are designated
"additional rent." As used in this Lease, "rent" shall mean and include all Base
Rent, additional monthly rent as described in Paragraphs 5(a)(ii) and (iii)
above, and any other additional rent payable by Tenant in accordance with this
Lease.

      (b)   Kent shall be paid in lawful money of the United States of America
at the office of Landlord, c/o CAC Real Estate Management, 255 California
Street, Suite 200, San Francisco, CA 94111, or at such other place as Landlord
may designate in writing in advance, free from all claims, demands, or set-offs
against Landlord of any kind or character whatsoever.

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6.    USE.

      (a)   The Premises shall be used for general office and sales (excluding;
retail) purposes only and, subject to the terms of this Lease, uses incidental
thereto, and all be used for no other purpose without the prior written consent
of Landlord. The use of an existing kitchen facility located in the Premises,
subject to the terms of this Lease, is deemed an incidental use.

      (b)   Tenant shall in no way obstruct or interfere with the rights of
other tenants of the Building, or injure or annoy them, or use, or allow the
Premises to be used for any unlawful or objectionable purpose. Tenant may not
use any part or all of the Premises for any retail operations; a medical or
dental office; an office providing any type of psychological, parole, drug or
employment counseling; telemarketing operations (for sales of third party
products at retail); consulate, foreign mission or trade office; government or
regulatory agency office or similar uses. Solicitations or promotions by Tenant
to other tenants in the Building are prohibited.

      (c)   Tenant shall not use the Premises or permit anything to be done in
or about the Premises or the Building `which will in any way conflict with any
present or future law, statute, ordinance, code, rule regulation, requirement,
license, permit, certificate, judgment, decree, order or direction of any
present or future governmental or quasi-governmental authority, agency,
department, board, pane;[ or court (singularly and collectively "Laws'). Tenant
shall, at its expense, promptly comply with all Laws (including, without
limitation, the Federal Americans with. Disabilities Act (the "ADA") as it
affects Tenant's operations within the Premises and any Hazardous Materials Laws
(as Hereinafter defined)), and with the requirements of any board of fire
insurance underwriters or other similar bodies now or hereafter constituted,
relating to or affecting the condition, use or occupancy of the Premises. It is
the intent of the parries to allocate to Tenant the costs of compliance of any
and all Laws, regardless of the existing condition of the Premises, the cost of
compliance or the foreseeability of the enactment or application of the Laws to
the Premises. Notwithstanding the foregoing, Tenant shall not be required to (i)
make structural changes to the Premises timeless they arise or are required
because of or in connection with Tenant's specific use of the Premises, or e
type of business conducted by Tenant in the Premises, or Tenant's Alterations,
or Tenant's acts or omissions, or (ii) pay for any improvements or alterations
in and to the Premises required to comply with Laws (other than Hazardous
Materials Laws and the ADA), unless they arise or are required because of or in
connection with Tenant's use or occupancy of the Premises for other than general
office use and sales (excluding retail) or for other than in the existing "AS
IS" condition of the Premises, or (iii) comply with any Laws relating to the
common area restroom located on the floor on which the Premises are located.
Tenant shall obtain and maintain in effect during the Term all licenses and
permits required for the proper and lawful conduct of Tenant's business in the
Premises, and shall at all times comply with such licenses and permits.

      (d)   Supplementing the provisions of Paragraph 6(c) above, Tenant shall
not use the Premises or the Building in violation of any federal, state, or
local law, ordinance, or regulation relating to the environment, health, or
safety. Tenant shall not use, generate, manufacture or sore in or about the
Premises or the Building or transport to or from the Premises or the Building
any flammable explosives, radioactive materials, hazardous materials, hazardous
wastes, asbestos, PCB transformers, toxic substances or related materials
(collectively "Hazardous Materials"),

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other than the use and storage in the Premises of small quantities of such
substances when found in commonly used household cleansers, office supplies and
general office equipment, and any such Substances shall be used, kept, stored
and disposed of in strict accordance with all applicable federal, state and
local laws now in force or which may hereafter be in force relating to the
protection of human health or the environment from Hazardous Materials,
including all requirements pertaining to reporting, licensing, permitting,
investigation and remediation of emissions, discharges, storage, disposal or
releases of Hazardous Materials and all requirements pertaining to the
protection of the health and safety of employees or the public with respect to
Hazardous Materials (collectively, Hazardous Materials Laws"). Hazardous
Materials shall include,-without limitation, substances defined as "hazardous
substances", hazardous materials", toxic substances", hazardous waste" or
"waste" in the Comprehensive Environmental Response, Compensation and Liability
Act of 1980, as amended, 42 U.S.C. Sec. 9601 et seq.; the Hazardous Materials
Transportation Act, 49 U.S.C. Sec. 1801 et seq.; the Resource Conservation and
Recovery Act, 42 U.S.C. Sec. 6901 et seq.; and those substances defined as
"hazardous wastes" in Section 25117 of the California Health & Safety Code or as
=hazardous substances" in subdivision (f) of Section 25281, and Section 25316,
of the California Health & Safety Code; and any waste" as defined in subdivision
(d) of Section 13050 of the Water Code; and in the regulations adopted and
publications promulgated pursuant to any of the aforementioned said laws; and in
any revised or successor code thereto; and any other chemical, material or
substance at levels for which exposure is prohibited, limited or regulated by
any governmental authority.

      (e)   By its execution of this Lease, Tenant acknowledges that Landlord
has previously delivered to Tenant copies of that certain (i) Phase I Site
Assessment dated August 6, 1996, prepared by Hillmann Environmental Company, and
(ii) Asbestos Survey dated December 6, 1994, prepared by CST Environmental, Inc.

7.    ESCALATION.

      The additional monthly rent payable pursuant to Paragraphs 5(a)(ii) and
(iii) hereof shall be calculated and paid in accordance with the following
procedures'

      (a)   On or before the first day of each calendar year during the Term, or
as soon thereafter as practicable, Landlord shall give Tenant written notice of
Landlord's reasonable estimate of the amounts payable by Tenant under Paragraphs
5(a)(ii) and (iii) hereof for the ensuing calendar year. On or before the first
day of each month during such ensuing calendar year, Tenant shall pay to
Landlord one-twelfth of such estimated amounts. If such notice is not given for
any calendar year, Tenant shall continue to pay on the basis of the prior year's
estimate until the month after such notice is given, and subsequent payments by
Tenant shall be based on Landlord's current estimate. If at any time it appears
to Landlord teat the amounts payable under Paragraphs 5(a)(ii) and (iii) hereof
for the current calendar year will vary from Landlord's estimate, Landlord may,
by giving written notice to Tenant, revise Landlord's estimate for such year,
and subsequent payments by Tenant for such year shall be based on such revised
estimate.

      (b)   Within one hundred twenty (120) days after the end of each calendar
year, Landlord shall give Tenant a written statement of the amounts payable
under Paragraphs 5(a)(ii) and (iii) hereof for such calendar year certified by
Landlord. If such statement shows an amount

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owing by Tenant that is less than the estimated payments for such calendar year
previously made by Tenant, Landlord shall refund the excess to Tenant within
thirty (30) days of the date of such statement. If such statement shows an
amount owing by Tenant that is more than the estimated payments for such
calendar year previously made by Tenant, Tenant shall pay the deficiency to
Landlord within thirty (30) days after delivery of such statement. Failure by
Landlord to give any notice or statement to Tenant under this Paragraph 8 shall
not waive Landlord's right to receive, or Tenant's obligation to pay, the
amounts payable by Tenant under Paragraphs 5(a)(ii) and (iii) hereof.

      (c)   If the Term ends on a day other than the last day of a calendar
year, the amounts payable by Tenant under Paragraphs 5(a)(ii) and (iii) hereof
applicable to the calendar year in which such Term ends shall be prorated
according to the ratio which the number of days in such calendar year to and
including the end of the Term bears to three hundred sixty (360). Termination of
this Lease shall not affect the obligation of Tenant pursuant to paragraph (b)
hereof to be performed after such termination.

      (d)   Tenant or Tenant's authorized agent or representative shall have the
right, at its sole cost and expense, to inspect the books of Landlord directly
relating to Operating Expenses and Property Taxes, after giving reasonable prior
written notice to Landlord, within ninety (90) days of Landlord's statement, and
during the business hours of Landlord at Landlord's office in the Building or at
such other location as Landlord may designate, for the purpose of verifying the
information in such statement. Landlord's statement shall be deemed final and
binding on Tenant, absent such a request by Tenant. If Tenant shall have availed
itself of its right to inspect the books and records, and whether or not Tenant
disputes the accuracy of the information set forth in such books and records,
Tenant shall nevertheless pay the amount set forth in Landlord's statement and
continue to pay the amounts required by the provisions of Paragraph 7(b),
pending resolution of said dispute. Any default in the payment of such charges
by Tenant shall be deemed an Event of Default (as hereinafter defined) under
this Lease. Landlord's retention policy for books and records relating to
Operating Expenses shall provide for the retention of relevant books and records
for such periods that are not less than the period maintained by Landlord for
the retention of books and records for income tax audit purposes.

      (e)   If Tenant timely objects to Landlord's statement, Tenant shall have
the right, upon reasonable prior written notice to Landlord, to inspect (at
Landlord's office where said books and records are maintained) the books and
records of Landlord directly relevant to its operation, maintenance and repair
of the Building for the specific calendar year in question and for the Base
Expense Year, and cause an audit of said books and records to be performed by or
under the direct supervision of a certified public accountant ("Certified
Accountant") to determine if the foregoing final statement is accurate and
correct. The Certified Accountant shall be a certified public accounting firm
designated by Tenant and reasonably acceptable to Landlord. Without limiting the
generality of the foregoing, the Certified Accountant shall be paid a fixed fee
for its services and shall represent only Tenant in its audio. The Certified
Accountant shall certify the results of the audio in a manner reasonably
satisfactory to Landlord. Such audit shall in all cases be paid for by Tenant
unless the audit discloses an overpayment of Operating Expenses by Tenant in
excess of ten percent (10%), in which case Landlord shall pay for the audit up
to a cost not co exceed $5,000. If the audio discloses an overpayment or
underpayment of Operating

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Expenses by Tenant, the amounts due, if any, by Tenant pursuant to Paragraph
7(b) shall be adjusted accordingly. In making any inspection or audit, Tenant
agrees, and shall cause the Certified Accountant to agree, to keep confidential
(i) any and all information contained in inch books and records and (ii) the
circumstances and details pertaining to such examination and any dispute or
settlement between Landlord and Tenant arising out of such examination. Any
credit due Tenant for overpayment of Tenant's Percentage Share of any increases
in the Operating Expenses shall be credited again the installments of rent next
coming due.

8.    RULES AND REGULATIONS.

      Tenant shall faithfully observe and comply with the Rules and Regulations
attached to this Lease as Exhibit "C" and made a part hereof, and such. other
reasonable rules and regulations as Landlord may from trine to time adopt for
the safety, care and cleanliness of the Building, the facilities thereof, or the
preservation of good order therein (collectively, the "Building Rules").
Landlord reserves the right from time to time in its sole discretion to make all
reasonable additions and modifications to the Building Rules. Any additions and
modifications to the Building Rules shall be binding on Tenant when delivered to
Tenant. Landlord shall not be liable to Tenant for violation of any such
Building Rules, or for the breach of any covenant or condition in any lease, by
any other tenant in the Building. In the event of any conflict between this
Lease and the Rules and Regulations, the terms of this Lease shall govern. A
waiver by Landlord of any rule or regulation for any other tenant shall not
constitute nor be deemed a waiver of the role or regulation for this Tenant.

9.    ASSIGNMENT AND SUBLETTING.

      (a)   Tenant will not assign, mortgage or hypothecate this Lease, or any
interest therein, or permit the use of the Premises by any person or persons
other than the Tenant, or sublet the Premises, or any part thereof, without the
prior written consent of Landlord, which consent, subject to the provisions of
this Paragraph 9, shall not be unreasonably withheld or delayed. Consent to any
such assignment or sublease shall not operate as a waiver of the necessity for a
consent to any subsequent assignment or sublease, and the terms of such consent
shall be binding upon any person holding by, under or through Tenant.

      (b)   If Tenant desires to assign its interest in this Lease or to
sublease all or any part of the Premises, Tenant shall notify Landlord in
writing at lease thirty (30) days in advance of the proposed transaction. This
notice shill be accompanied by: (i) a statement setting forth the name and
business of the proposed assignee or subtenant; (ii) a copy of the proposed form
of assignment or sublease (and any collateral agreements) setting forth all of
the material terms and the financial details of the sublease or assignment
(including, without limitation, the term, the rent and any security deposit,
"key money, and amounts payable for Tenant's Property and the common use of :any
personnel or equipment); (iii) financial statements and other information
requested by Landlord relating to the proposed assignee or subtenant; and (iv)
any other information concerning the proposed assignment or sublease which
Landlord may reasonably request. If Tenant proposes to assign this Lease or
sublet all or substantially all of the Premises, Landlord shall have the right,
in its sole and absolute discretion, to terminate this Lease on written notice
to Tenant within thirty (30) days after receipt of Tenant's notice and the

                                      -10-
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information described above or the receipt of any additional information
requested by Landlord. If Landlord elects to terminate this Lease, this Lease
shall terminate as of the effective date of the proposed assignment or
commencement of the term of the proposed sublease as set forth in Tenant's
notice, and Landlord shall have the right (but no obligation) to enter into a
direct lease with the proposed assignee or subtenant. Tenant shall have no
liability under this Lease as to any lease for space Landlord enters into with
any assignee or subtenant following Landlord's election to terminate this Lease.
Tenant may withdraw its request for Landlord's consent at any time prior to, but
not after, Landlord delivers a written notice of termination.

      (c)   If Landlord elects not to terminate this Lease pursuant to Paragraph
9(b) above, or if a proposed sublease is for less than substantially all of the
Premises, Landlord shall not unreasonably withhold its consent to an assignment
or subletting. (For purposes of this Paragraph 9, an assignment shall not
include an assignment for security purposes, which shall only be permitted with
the prior consent of Landlord in its sole and absolute discretion). Tenant
agrees that the withholding of Landlord's consent shall be deemed reasonable if
all of the following conditions :are not satisfied:

            (i) The proposed assignee or subtenant shall use the Premises only
for the Permitted Use, and the business of the proposed assignee or subtenant is
consistent with the other uses and the standards of the Building, in Landlord's
reasonable judgment.

            (ii) The proposed assignee or subtenant is reputable and has a net
worth not less than the net worth of Tenant on the execution of this Lease, has
a credit rating reasonably acceptable to Landlord, and otherwise has sufficient
financial capabilities to perform all of its obligations under this Lease or the
proposed sublease, in Landlord's reasonable judgment.

            (iii) Neither the proposed assignee or subtenant nor any person or
entity that directly or indirectly controls, is controlled by, or is under
common control with, the proposed assignee or subtenant is a party (including,
without limitation, an existing occupant of any part of the Building) to whom
Landlord has, during the six (6) month period prior to the delivery of Tenant's
written notice, marketed space in the Building that would generally fit such
party's leasing requirements.

            (iv) Tenant is not in default and has not committed acts or
omissions which with the running of time or the giving of notice or both would
constitute a default under this Lease.

            (v)   All of the  other  terms of this  Paragraph  9 are  complied
with.

The conditions described above are not exclusive and shall not limit or prevent
Landlord from considering additional factors in determining if it should
reasonably withhold its consent.

      (d)   Each permitted assignee, transferee or subtenant, other than
Landlord, shall assume and be deemed to have assumed this Lease and shall be and
remain liable jointly and severally with Tenant for the payment of the rent and
for the due performance or satisfaction of all of the provision, covenants,
conditions and agreements herein contained on Tenant's part to

                                      -11-
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be performed or satisfied. Regardless of Landlord's consent, no subletting or
assignment shall release or alter Tenant's obligation or primary liability to
pay the rent and perform all other obligations under this Lease. No permitted
assignment or sublease shall be binding on Landlord unless such assignee,
subtenant or Tenant shall deliver to Landlord a counterpart of such assignment
or sublease which contains a covenant of assumption by the assignee or
subtenant, but the failure or refusal of the assignee or subtenant to execute
such instrument of assumption shall not release or discharge the assignee or
subtenant from its liability as set forth above.

      (e)   If Tenant is a partnership, a transfer of the interest of any
general partner, a withdrawal of one or more general partner(s) from the
partnership, or the dissolution of the partnership, shall be deemed to be an
assignment of this Lease. If Tenant is currently a partnership (either general
or limited), joint venture, co-tenancy, joint tenancy or an individual, the
conversion of the Tenant entity or person into any type of entity which
possesses the characteristics of limited liability such as, by way of example
only, a corporation, a limited liability company, limited liability partnership,
or limited liability limited partnership, shall be deemed an assignment for
purposes of this Lease. If Tenant is a corporation or limited liability company,
unless Tenant is a public corporation, that is to say, a corporation whose stock
is regularly traded on a national stock exchange, or is regularly traded in the
over-the-counter market and quoted on NASDAQ, any merger, consolidation, or
other reorganization of Tenant, or the sale or other transfer of any of the
voting stock of Tenant in one or more transactions that in the aggregate results
in a transfer of forty-five percent (45%) or more of the voting equity interest
in Tenant, or the sale or other transfer of substantially all of the assets of
Tenant, shall be deemed to be an assignment of this Lease.

      (f)   Any notice by Tenant to Landlord pursuant to this Paragraph 9 of a
proposed assignment or sublease shall be accompanied by a payment of $750 as a
non-refundable fee for the processing of Tenant's request for Landlord's
consent. In addition to said fee, Tenant shall reimburse Landlord for reasonable
attorneys' fees incurred by Landlord in connection with such review and the
preparation of documents in connection therewith. Tenant shall pay to Landlord
monthly on or before the first (1st) of each month one-half (1/2) of the rent or
other consideration received from such assignee(s) or subtenant(s) over and
above the concurrent underlying rent payable by Tenant to Landlord for that
portion of the Premises being assigned or sublet after deduction for the
amortized portion of the reasonable expenses actually paid by Tenant to
unrelated third parties for brokerage commissions, legal fees, tenant
improvements to the Premises, or design fees incurred as a direct consequence of
the assignment or sublease. Tenant shall furnish Landlord with a true signed
copy of such assignment(s) or sublease(s) and any supplementary agreements or
amendments thereto, within five (5) days after their respective execution.

10.   SALE.

      If Landlord sells or conveys the Building containing the Premises and the
successor-in-interest of Landlord assumes the terms, covenants and conditions of
this Lease, Landlord shall be released thereby from any liability arising after
the date of such transfer upon any of said terms, covenants and conditions, and
Tenant agrees to look solely to such successor-in-interest of Landlord.

                                      -12-
<PAGE>
11.   MAINTENANCE AND REPAIRS.

      (a)   Landlord shall maintain and repair the public and common areas of
the Building, such as plazas, lobbies, stairs, corridors and restrooms, the roof
and exterior elements of the Building, and the elevator, mechanical and
electrical systems of the Building and keep such areas, elements and systems in
good order and condition, consistent with the standards of other comparable
Class B buildings in the South of Market/Yerba Buena Gardens district. Any
damage in or to any such areas, elements or systems caused by Tenant or any
agent, officer, employee, contractor or licensee of Tenant shall be repaired by
Landlord at Tenant's expense and Tenant shall pay to Landlord, upon billing by
Landlord, as additional rent, the cost of such repairs incurred by Landlord.

      (b)   Tenant shall, at all times during the Term of this Lease and at
Tenant's sole cost and expense, maintain the Premises and every part thereof and
all equipment (including, without limitation, any air conditioning units
exclusively serving Tenant and located in the Premises ("Supplemental HVAC")),
fixtures and improvements therein, and keep all of the foregoing clean and in
good order and operating condition, ordinary wear and tear and damage thereto by
fire or other casualty excepted. Tenant shall not be obligated to replace any
equipment, fixtures or improvements that become dilapidated or inoperable other
than due to the act of Tenant or any employee, contractor or licensee of Tenant.
Tenant hereby waives all rights under California Civil Code Section 1941 and all
rights to make repairs at the expense of Landlord or in lieu thereof to vacate
the Premises as provided by California Civil Code Section 1942 or any other law,
statute or ordinance now or hereafter in effect. Tenant shall, at the end of the
Term of this Lease, surrender to Landlord the Premises and all alterations,
additions, fixtures and improvements therein or thereto in the same condition as
when received, ordinary wear and tear and damage thereto by fire or other
casualty excepted.

      (c)   [Intentionally Omitted.]

      (d)   Tenant shall not alter, modify, add to or disturb any
telecommunications wiring or cabling in the Premises or elsewhere in the
Building without Landlord's prior written consent. Landlord shall provide and
maintain, at no expense to Tenant (other than as an item of Operating Expenses),
telephone riser space in the Building core adequate to accommodate the
telecommunications needs of a general office tenant, and lines and conduit in
Building risers or pathways that provide a continuous connection of
intrabuilding telecommunications cabling from a telephone closet located on the
floor of the Premises ("Tenant's Telephone Closet") to the main telephone closet
located in the ground or basement level floors of the Building. Subject to such
reasonable rules and regulations as may be adopted by Landlord for uniform
application to all tenants in the Building, Landlord shall permit Tenant
reasonable access to Tenant's Telephone Closet and the Building's intrabuilding
telecommunications cabling for the purposes permitted hereunder and agrees that
Tenant may install, remove and maintain in the Premises such voice and data
telecommunications equipment as is generally utilized by office tenants and, in
connection therewith, to connect the same to the distribution frames located in
Tenant's Telephone Closet. Tenant shall be liable to Landlord for any damage to
the telecommunications cabling and wiring in the Building due to the act
(negligent or otherwise) of Tenant or any

                                      -13-
<PAGE>
employee, agent or contractor of Tenant. Landlord makes no representation to
Tenant regarding the condition, security, availability or suitability for
Tenant's purposes of existing intrabuilding network cabling or any
telecommunications services presently located within the Building, and Tenant
hereby waives any claim against Landlord for any damages if Tenant's
telecommunications services in any way are interrupted, damaged or otherwise
interfered with, except to the extent caused by the gross negligence or willful
or criminal misconduct of Landlord, its agents or employees, provided that in no
event shall any such interruption, damage or interference entitle Tenant to any
consequential damages (including damages for loss of business) or relieve Tenant
of any of its obligations under this Lease. Tenant shall maintain and repair all
telecommunications cabling and wiring within or exclusively serving the
Premises.

      (e)   Tenant's installation of telephone lines, cables, and other
electronic telecommunications services and equipment shall be subject to the
terms and conditions of Paragraph 14 of this Lease. Upon the expiration or
earlier termination of this Lease, Tenant shall remove, at its sole cost and
expense, all of Tenant's telecommunications lines and cabling designated by
Landlord for removal.

12.   SERVICES.

      (a)   Landlord agrees to furnish to the Premises at all times (subject to
interruption as provided in this Lease) electricity for lighting and the
operation of desktop office equipment of low electrical consumption, water as
may be required for the comfortable occupation of the Premises and non-attended
automatic elevator service; provided, however, that Landlord shall provide
electric current sufficient to maintain an electrical load not to exceed 4 watts
per square foot of rentable area of the Premises. In addition, subject to the
Building Rules, and during the business hours established thereunder by
Landlord, Landlord will supply heat as may be required for the comfortable
occupation of the Premises and janitorial service. Tenant shall pay (as
additional rent) all costs attributable to Tenant's use of Building services and
utilities outside of the Building's business hours promptly upon receipt of
Landlord's invoice therefor. Landlord, however, shall not be liable for failure
to furnish any of the foregoing when such failure is caused by accidents or
conditions beyond the control of Landlord, or by repairs, labor disturbances or
labor disputes of any character, whether resulting from or caused by acts of
Landlord or otherwise, nor shall Landlord be liable under any circumstances for
loss of or injury to property, however occurring, through or in connection with
or incidental to the furnishing of any of the foregoing, nor shall any such
failure relieve Tenant from the duty to pay the full amount of rent herein
reserved, or constitute or be construed as a constructive or other eviction of
Tenant.

      (b)   Subject to Paragraph 34 hereof, Landlord shall provide passenger
elevator service (which may be unmanned) on a 24 hour per day, 365 days per year
basis, and freight elevator service as reasonably required by Tenant.

      (c)   Subject to Paragraph 34, Tenant shall have access to the Building on
a 24 hour per day, 365 days per year basis; provided, however, access to the
Building during other than normal business hours shall be subject to the
Building Rules.

                                      -14-
<PAGE>
13.   ALTERATIONS.

      (a)   Tenant shall make no alterations, improvements or additions in or to
the Premises or any part thereof (individually and collectively, "Alterations")
without giving Landlord prior notice of the proposed Alterations and obtaining
Landlord's prior written consent thereto, which consent, except as hereinafter
provided, shall not be unreasonably withheld or delayed; provided, however,
Landlord may withhold its consent in its sole discretion if any proposed
Alterations would adversely affect any of the structural elements of the
Building, the Building's electrical, plumbing, heating, telecommunications,
mechanical or life safety systems. Any and all work by Tenant shall be performed
only by contractors approved by Landlord and, where the prior consent of
Landlord is required, upon the approval by Landlord of fully detailed and
dimensioned plans and specifications pertaining to the work in question, to be
prepared and submitted by Tenant at its sole cost and expense. The contractor or
person selected to make such Alterations shall at all times be subject to
Landlord's control while in the Building. Upon substantial completion of any
Alterations, Tenant shall deliver to Landlord three (3) sets of "as built" plan
covering said Alterations and a copy of the final building permit for the work
signed off as approved by the appropriate building inspector.

      (b)   Tenant shall at its sole cost and expense obtain all necessary
approvals and permits pertaining to any Alterations. Tenant shall be responsible
for any additional alterations and improvements required by law to be made by
Landlord to or in the Building as a result of any alterations, additions or
improvements to the Premises made by or for Tenant. All alterations, additions,
fixtures (other than trade fixtures) and improvements, including, but not
limited to carpeting, other floor coverings, built-in shelving, bookcases,
paneling and built-in security systems (excluding any leased system) made in or
upon the Premises either by or for Tenant and affixed to or forming a part of
the Premises, shall immediately upon installation become Landlord's property
free and clear of all liens and encumbrances. If requested by Landlord at the
time Landlord approves of the installation or construction of said alteration,
addition or improvement, upon the expiration or any sooner termination of this
Lease, Tenant shall, remove or cause to be removed at its expense any and all
alterations, additions, and improvements made in or upon the Premises during the
term of this Lease by or for Tenant.

      (c)   Tenant shall keep the Premises and the Building free from any
mechanics' liens, vendors liens or any other liens arising out of any work
performed, materials furnished or obligations incurred by Tenant, and agrees to
defend, indemnify and hold harmless Landlord from and against any such lien or
claim or action thereon, together with costs of suit and reasonable attorneys'
fees incurred by Landlord in connection with any such claim or action. Before
commencing any work or alteration, addition or improvement to the Premises which
requires Landlord's consent, Tenant shall give Landlord at least ten (10)
business days' written notice of the proposed commencement of work (to afford
Landlord an opportunity to post appropriate notices of non-responsibility). In
the event that there shall be recorded against the Premises or the Building or
the property of which the Premises is a part any claim or lien arising out of
any such work performed, materials furnished or obligations incurred by Tenant
and such claim or lien shall not be removed, bonded over or discharged by Tenant
within ten (10) days of written notice from Landlord, Landlord shall have the
right but not the obligation to pay and discharge said lien by bond or otherwise
without regard to whether such lien shall be lawful or

                                      -15-
<PAGE>
correct. Any reasonable costs, including attorney's fees incurred by Landlord,
shall be paid by Tenant within ten (10) days after demand by Landlord.

      (d)   Before any Alterations or construction with respect thereto are
undertaken by or on behalf of Tenant, Tenant shall provide Landlord with
certificates of insurance evidencing the maintenance in effect by Tenant (or
Tenant shall require any contractor performing work on the Premises to carry and
maintain, at no expense to Landlord) of workers' compensation insurance as
required by the jurisdiction in which the Building is located, All Risk
Builder's Risk insurance in the amount of the replacement cost of any
alterations, additions or improvements (or such other amount reasonably required
by Landlord) and Commercial General Liability insurance (including, without
limitation, Contractor's Liability coverage, Contractual Liability coverage and
Completed Operations coverage) written on an occurrence basis with a minimum
combined single limit of Two Million Dollars ($2,000,000.00) and adding the
"Owner(s) of the Building and its (or their) respective members, principals,
beneficiaries, partners, officers, directors, employees, agents (and their
respective members and principals) and mortgagee(s)" (and any other designees of
Landlord as the interest of such designees shall appear) as additional insureds.

      (e)   Certain materials in the Building, including but not limited to the
sprayed-on fireproofing materials applied to certain structural members in the
Building, contain asbestos containing materials ("ACM"). In order to prevent
exposure to ACM, Landlord has established rules and regulations governing the
manner in which Alterations are to be undertaken. Tenant must comply with all
Building Rules established by Landlord. Tenant shall, at its sole cost and
expense, comply with any and all statutes, ordinances, codes or regulations, or
mandatory or voluntary controls or guidelines with respect to ACM, in the
performance of any Alterations. Such compliance, including the removal of all or
a portion of ACM, whether in the Premises (by Tenant) or elsewhere in the
Building (by Landlord), shall not, in any event, (i) entitle the Tenant to
damages, (ii) relieve Tenant of the obligation to pay any sums due hereunder,
(iii) constitute or be construed as a constructive or other eviction of Tenant,
or (iv) constitute or be construed as a breach of Tenant's quiet enjoyment.

      (f)   Tenant shall pay to Landlord a project administration fee equal to
five percent (5%) of the cost of any Alterations to compensate Landlord for the
administrative costs incurred and the Building services provided by Landlord in
the supervision and coordination of the work.

14.   INDEMNIFICATION, EXCULPATION AND INSURANCE.

      (a)   Landlord shall not be liable to Tenant, and Tenant hereby waives all
claims against Landlord, for any damage to or loss or theft of any property or
for any bodily Or personal injury, illness or death of any person in, on or
about the Premises or the Building arising at any time and from any cause
whatsoever, except to the extent caused by the gross negligence or willful
misconduct of Landlord. In no event shall Landlord be liable for any
consequential or punitive damages (including, but not limited to, damage or
injury to persons, property and the conduct of Tenant's business and any loss of
revenue therefrom).

      (b)   Tenant shall indemnify and defend Landlord against and hold Landlord
harmless from all claims, demands, liabilities, damages, losses, costs and
expenses, including reasonable

                                      -16-
<PAGE>
attorneys' fees and disbursements, arising from or related to any use or
occupancy of the Premises, or any condition of the Premises, or any default in
the performance of Tenant's obligations, or any damage to any property
(including property of employees and invitees of Tenant) or any bodily or
personal injury, illness or death of any person (including employees and
invitees of Tenant) occurring in, on or about the Premises or any part thereof
arising at any time and from any cause whatsoever (except to the extent caused
by the gross negligence or willful misconduct of Landlord) or occurring in, on
or about any part of the Building other than the Premises when such damage,
bodily or personal injury, illness or death is caused by any act or omission of
Tenant or its agents, officers, employees, contractors, invitees or licensees.
This Paragraph 14(b) shall survive the termination of this Lease with respect to
any damage, bodily or personal injury, illness or death occurring prior to such
termination.

      (c)   Tenant shall, at all times during the Term of this Lease and at
Tenant's sole cost and expense, obtain and keep in force workers' compensation
insurance as required by law, including an employers' liability endorsement;
business interruption insurance in an amount equal to all rent payable under
this Lease for a period of twelve (12) months (at the then current rent
charged); and commercial general liability insurance, including contractual
liability (specifically covering this Lease), fire, legal liability, and
premises operations, with a minimum combined single limit of One Million Dollars
($1,000,000) per occurrence for bodily or personal injury to, illness of, or
death of persons and damage to property occurring in, on or about the Premises
or the Building. Tenant shall, at Tenant's sole cost and expense, be responsible
for insuring Tenant's furniture, equipment, fixtures, computers, office machines
and personal property ("Tenant's Property").

      (d)   All insurance required under this Paragraph 14 and all renewals
thereof shall be issued by financially responsible and reputable insurance
companies, qualified to do business in the State of California and reasonably
acceptable to Landlord. Liability amounts in excess of One Million Dollars
($1,000,000) may be carried under umbrella coverage policies. Each policy shall
have a deductible or deductibles, if any, which do not exceed Ten Thousand
Dollars ($10,000) per occurrence. Each policy shall expressly provide that the
policy shall not be canceled or altered without thirty (30) days' prior written
notice to Landlord and shall remain in effect notwithstanding any such
cancellation or alteration until such notice shall have been given to Landlord
and such period of thirty (30) days shall have expired. All liability insurance
under `this Paragraph 14 shall name Landlord and any other parties designated by
Landlord as an additional insured, shall be primary and noncontributing with any
insurance which may be carried by Landlord, shall afford coverage for all claims
based on any act, omission, event or condition that occurred or arose (or the
onset of which occurred or arose) during the policy period, and shall expressly
provide that Landlord, although named as an insured, shall nevertheless be
entitled to recover under the policy for any loss, injury or damage to Landlord.
Upon the issuance thereof, Tenant shall deliver each such policy or a certified
copy and a certificate thereof to Landlord for retention by Landlord. If Tenant
fails to insure or fails to furnish to Landlord upon notice to do so any such
policy or certified copy and certificate thereof as required, Landlord shall
have the right from time to time to effect such insurance for the benefit of
Tenant or Landlord or both of them and all premiums paid by Landlord shall be
payable by Tenant as additional rent on demand.

                                      -17-
<PAGE>
      (e)   Tenant waives on behalf of all insurers under all policies of
property, liability and other insurance (excluding workers' compensation) now or
hereafter carried by Tenant insuring or covering the Premises, or any portion or
any contents thereof, or any operations therein, all rights of subrogation which
any insurer might otherwise, if at all, have to any claims of Tenant against
Landlord. Landlord waives on behalf of all insurers under all policies of
property, liability and other insurance (excluding workers' compensation) now or
hereafter carried by Landlord insuring or covering the Building or any portion
or any contents thereof, or any operations therein, all rights of subrogation
which any insurer might otherwise, if at all, have to any claims of Landlord
against Tenant. Tenant shall, prior to or immediately after the date of this
Lease, procure from each of the insurers under all policies of property,
liability and other insurance (excluding workers' compensation) now or hereafter
carried by Tenant insuring or covering the Premises, or any portion or any
contents thereof, or any operations therein, a waiver of all rights of
subrogation which the insurer might otherwise, if at all, have to any claims of
Tenant against Landlord as required by this Paragraph 14.

15.   DESTRUCTION.

      (a)   In the event of a partial destruction of the Premises during the
Term from any cause, Landlord shall forthwith repair the same (except as
otherwise provided in this Paragraph 15 as to a casualty occurring during the
last twelve (12) months of the Term), provided such repairs can be made within
ninety (90) days under the laws and regulations of State, county, federal or
municipal authorities, but such partial destruction shall nor annul or void this
Lease, except that Tenant shall be entitled to a proportional abatement in rent
while such repairs are being made, such proportionate abatement to be based upon
the amount of square footage in the Premises damaged and the length of time said
area is not either actually being used by Tenant for business purposes or is not
in a condition habitable for general office use. If such repairs cannot be made
within ninety (90) days of such casualty, or if the casualty occurs during the
last twelve (12) months of the Term and would result in any rent abatement for a
period greater than thirty (30) days, Landlord may, at its option, elect to make
such repairs within a reasonable time, this Lease continuing in full force and
effect and the rent to be proportionately abated as provided hereinabove. In the
event that Landlord does not so elect to make such repairs which cannot be made
in ninety (90) days or which results from a casualty occurring during the last
twelve months of the term, within a reasonable time following the casualty (but
in no event not less than sixty days), this Lease may be terminated at the
option of either party. In respect to any partial destruction which Landlord is
obligated to repair or may elect to repair under the terms of this Paragraph,
Tenant waives the provisions of California Civil Code Sections 1932(2) and
1933(4). In the event that any portion of the Building other than the Premises
is destroyed to the extent of twenty percent (20%) or more of the replacement
cost of the Building, Landlord may elect to terminate this Lease, whether the
Premises be injured or not. A total destruction of the Building shall terminate
this Lease.

      (b)   If the Premises are to be repaired or restored by Landlord under
this Paragraph 15, Landlord shall repair or restore, at Landlord's cost, the
Premises itself and any and all permanently affixed improvements in the Premises
constructed or provided by Landlord as of the commencement of the Term, together
with any permanently affixed Alterations approved by Landlord (unless at the
time of construction Landlord informs Tenant that Tenant will be

                                      -18-
<PAGE>
required to remove the same at the end of the Term). In no event shall Landlord
repair, replace or restore any of Tenant's Property.

16.   ENTRY.

      (a)   Tenant will permit Landlord and its agents to enter into and upon
the Premises at all reasonable times for the purpose of inspecting the same, or
for the purpose of protecting owners' reversion, or to make alterations or
additions to the Premises or to any other portion of the Building, or for
maintaining any service provided by Landlord to Tenant hereunder, including
engineering maintenance, window cleaning and janitorial service, without any
rebate of rent to Tenant: for any loss of occupancy or quiet enjoyment of the
Premises, or damage, injury or inconvenience thereby occasioned, and will permit
Landlord at any time to bring upon the Premises, for purposes of inspection or
display, prospective tenants thereof.

      (b)   Except for entry to the Premises in the event of an emergency or to
provide regularly scheduled Building services, Landlord shall give Tenant
reasonable advance notice of Landlord's intent to enter the Premises, and shall,
as a general matter, limit its entry to the Premises to normal business hours.
Except in the case of an emergency, Landlord's employees (including, without
limitation, Landlord's agents and contractors) entering the Premises shall be
prepared to provide proper identification and, upon request by Tenant, shall
enter only in the presence of and accompanied by a Tenant representative.

17.   EVENTS OF DEFAULT.

      The occurrence of any one or more of the following events (each, an "Event
of Default") shall constitute a breach of this Lease by Tenant: (i) if Tenant
shall default in its obligation to pay any rent or other payment(s) due
hereunder as and when due and payable, provided, however, with respect to the
first such delinquency in payment of rent during any twelve (12) month period,
such delinquency in payment of rent shall not, in and of itself, be deemed to be
an Event of Default until the failure of payment continues for a period of ten
(10) days after written notice thereof from Landlord to Tenant; or (ii) if
Tenant shall fail to perform or observe any other term hereof (except as
otherwise provided in this Paragraph) or of the Building Rules described in
Paragraph 8 hereof to be performed or observed by Tenant, such failure shall
continue for more than ten (10) days after notice thereof from Landlord, and
Tenant shall not within such period commence with due diligence and dispatch the
curing of such default, or, having so commenced, thereafter shall fail or
neglect to prosecute or complete with due diligence the curing of such default;
or (iii) any assignment or subletting in violation of the terms of this Lease;
or (iv) if Tenant shall make a general assignment for the benefit of creditors,
or shall admit in writing its inability to pay its debts as they become due or
shall file a petition in bankruptcy, or shall be adjudicated as bankrupt or
insolvent or shall file a petition seeking any reorganization, arrangement,
composition, readjustment, liquidation, dissolution or similar relief under any
present or future statute, law or regulation, or shall file an answer admitting
or shall fail timely to contest the material allegations of a petition filed
against it in any such proceeding, or shall seek or consent to or acquiesce in
the appointment of any trustee, receiver or liquidator of Tenant or any material
part of its property; or (v) the taking of any action leading to, or the actual
dissolution or liquidation of Tenant, if Tenant is other than an individual; or
(vi) if within

                                      -19-
<PAGE>
sixty (60) days after the commencement of any proceeding against Tenant seeking
any reorganization, arrangement, composition, readjustment, liquidation,
dissolution or similar relief under any present or future statue, law or
regulation, such proceeding shall not have been dismissed as if, within ninety
(90) days after the appointment without the consent or acquiescent of Tenant, of
any trustee, receiver or liquidator of Tenant or of any material part of its
properties, such appointment shall not have been vacated; or (vii) if this Lease
or any estate of Tenant hereunder shall be levied upon under any attachment or
execution and such attachment or execution is not vacated within thirty (30)
days.

18.   TERMINATION UPON DEFAULT.

      In any notice given pursuant to any one or more Events of Default,
Landlord in its sole discretion may elect to declare a forfeiture of this Lease
as provided in Section 1161 of the California Code of Civil Procedure, and
provided that Landlord's notice states such an election, Tenant's right to
possession shall terminate and this Lease shall terminate, unless on or before
the date specified in such notice all arrears of rent and all other sums payable
by Tenant under this Lease, and all costs and expenses incurred by or on behalf
of Landlord hereunder, including reasonable attorneys' fees, incurred in
connection with such default, shall have been paid by Tenant and all other
breaches of this Lease by Tenant at the time existing shall have been fully
remedied to the reasonable satisfaction of Landlord. Upon such termination,
Landlord may recover from Tenant (a) the worth at the time of award of the
unpaid rent which had been earned at the time of termination; (b) the worth at
the time of award of the amount by which the unpaid rent which would have been
earned after termination until the time of award exceeds the mount of such rent
loss that Tenant proves could reasonably have been avoided; (c) 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 mount of such rent loss that Tenant proves
could be reasonably avoided; and (d) any other amount necessary to compensate
Landlord for all the detriment proximately caused by Tenant's failure to perform
its obligations under this Lease or which in the ordinary course of things would
be likely to result therefrom. The "worth at the time of award" of the amount
referred to in clauses (a) and (b) above is computed by allowing interest at the
discount rate of the Federal Reserve Bank of San Francisco plus 5% per annum at
date of termination, but in no event in excess of the maximum rate of interest
permitted by law. The worth at the time of award of the amount referred to in
clause (c) above is computed by discounting such amount at the discount rate of
the Federal Reserve Bank of San Francisco at the time of award plus 1%. For the
purpose of determining unpaid rent under clause (c) above, the monthly rent
reserved in this Lease shall be deemed to be the sum of the Base Rent and the
mounts last payable by Tenant as reimbursement of expenses pursuant to
Paragraphs 5(a)(ii) and (iii) hereof for the calendar year in which Landlord
terminated this Lease as provided herein.

19.   CONTINUATION AFTER DEFAULT.

      Even though Tenant has breached this Lease and/or abandoned the Premises,
this Lease shall continue in effect for so long as Landlord does not terminate
Tenant's right to possession as provided in Paragraph 18 hereof, and Landlord
may enforce all its rights and remedies under this Lease, including the right to
recover rent as it becomes due under this Lease. In such event, Landlord may
exercise all of the rights and remedies of a landlord under Section 1951.4 of
the

                                      -20-
<PAGE>
California Civil Code (which provides that a landlord may continue a lease
in effect after a tenant's breach and abandonment and recover rent as it becomes
due, if the tenant has the right to sublet or assign, subject only to reasonable
limitations), or any successor statute. Acts of maintenance or preservation or
efforts to relet the Premises or the appointment of a receiver upon initiative
of Landlord to protect Landlord's interest under this Lease shall not constitute
a termination of Tenant's right to possession.

20.   OTHER RELIEF.

      In the event of re-entry or taking possession of the Premises, Landlord
shall have the right but not the obligation to remove all or any part of the
trade fixtures, furnishings, equipment and personal property located in the
Premises and to place the same in storage at a public warehouse at the expense
and risk of Tenant or to sell such property in accordance with applicable law.
The remedies provided for in this Lease are in addition to any other remedies
available to Landlord at law or in equity, by statute or otherwise.

21.   LANDLORD'S RIGHT TO CURE DEFAULT.

      All agreements and provisions to be performed by Tenant under any of the
terms of this Lease shall be at its sole cost and expense and without abatement
of rent. If Tenant shall fail to pay any sum of money, other than rent, required
to be paid by it hereunder or shall fail to perform any other act on its part to
be performed hereunder and such failure shall not be cured, Landlord may, but
shall not be obligated to so do, and without waiving or releasing Tenant from
any obligations of Tenant, make any such payment or perform any such other act
on Tenant's part to be made or performed as provided in this Lease. All sums so
paid by Landlord and all necessary incidental costs, shall be deemed additional
rent hereunder and shall be payable to Landlord on demand.

22.   ATTORNEY'S FEES.

      If as a result of any breach or default on the part of Tenant under this
Lease Landlord uses the services of an attorney in order to secure compliance
with this Lease, Tenant shall reimburse Landlord upon demand as additional rent
for any and all reasonable attorneys' fees and expenses incurred by Landlord,
whether or not formal legal proceedings are instituted. Should either party
bring an action against the other party, by reason of or alleging the failure of
the other party to comply with any or all of its obligations hereunder, whether
for declaratory or other relief, then the party which prevails in such action
shall be entitled to its reasonable attorneys' fees and expenses related to such
action, in addition to all other recovery or relief. A party shall be deemed to
have prevailed in any such action (without limiting the generality of the
foregoing) if such action is dismissed upon the payment by the other party of
the sums allegedly due or the performance of obligations allegedly not complied
with, or if such party obtains substantially the relief sought by it in the
actions, irrespective of whether such action is prosecuted to judgment.

                                      -21-
<PAGE>
23.   NO WAIVER.

      Landlord's failure to take advantage of any default or breach of covenant
on the part of Tenant shall not be, or be: construed as a waiver thereof, nor
shall any custom or practice which may grow up between the parties in the course
of administering this instrument be construed to waive or to lessen the right of
Landlord to insist upon the performance by Tenant of any term, covenant or
condition hereof, or to exercise any rights given him on account of any such
default. A waiver of a particular breach or default shall not be deemed to be a
waiver of the same or any other subsequent breach or default. The acceptance of
rent hereunder shall not be, nor be construed to be, a waiver of any breach of
any term, covenant or condition of this Lease.

24.   NOTICES.

      All approvals, consents and other notices given by Landlord or Tenant
under this Lease shall be properly given only if made in writing and either
deposited in the United States mail, postage prepaid, certified with return
receipt requested, or delivered by hand (which may be through a messenger or
recognized delivery, courier or air express service) and addressed to Landlord
at the address of Landlord specified in the Basic Lease Information or at such
other place as Landlord may from time to time designate in a written notice to
Tenant, at the address of Tenant specified in the Basic Lease Information and,
after the Commencement Date, at the Premises, together with a copy to such other
address as Tenant may from time to time designate in a written notice to
Landlord. Such approvals, consents and other notices shall be effective on the
date of receipt (evidenced by the certified mail receipt), if mailed, or on the
date of hand delivery, if hand delivered. If any such approval, consent or other
notice is not received or cannot be delivered due to a change in the address of
the receiving party of which notice was not previously given to the sending
party or due to a refusal to accept by the receiving party, such request,
approval, consent, notice or other communication shall be effective on the date
delivery is attempted. Any approval, consent or other notice under this Lease
may be given on behalf of a party by the attorney for :such party. Tenant hereby
appoints as its agent to receive the service of all default notices and notice
of commencement of unlawful detainer proceedings the person in charge of or
apparently in charge of or occupying the Premises at the time, and, if there is
not such person, then such service may be made by attaching the same on the
maintenance of the Premises and such service shall be effective for all purposes
under this Lease.

25.   EMINENT DOMAIN.

      If all or any part of the Premises shall be taken as a result of the
exercise of the power of eminent domain or agreement in lieu thereof, this Lease
shall terminate as to the part so taken as of the date of taking, and, in the
case of a partial taking, Landlord shall have the right to terminate this Lease
as to the balance of the Premises by giving written notice to Tenant within
sixty (60) days after such date. Tenant waives the provisions of California Code
of Civil Procedure Section 1265.] [30 relating to a lease termination from a
partial taking. In the event of any taking, Landlord shall be entitled to any
and all compensation, damages, income, rent, awards, or interest therein which
may be paid or made in connection therewith, and Tenant shall have no claim
against Landlord for the value of any unexpired Term of this Lease or otherwise.
In the event of a partial taking of the Premises which does not result in a
termination of this

                                      -22-
<PAGE>
Lease, the Base Rent thereafter to be paid shall be equitably reduced. If all or
any part of the Building shall be taken as a result of the exercise of the power
of eminent domain, Landlord shall have the right to terminate this Lease by
giving written notice to Tenant within sixty (60) days after the date of taking.

26.   LATE CHARGE.

      Rent or other payments due under this Lease which remain unpaid when due
shall bear interest at the discount rate of the Federal Reserve Bank of San
Francisco plus 5% per annum, as it may be from time to time, on the balance due,
but in no event in excess of the maximum rate of interest permitted by law.
Tenant acknowledges that late payment by Tenant to Landlord of such rent or
other payments will cause Landlord to incur costs not contemplated by this
Lease, the exact amount of such costs being extremely difficult and
impracticable to fix. Therefore, if any installment of rent or other payment due
from Tenant is not received by Landlord by the fifth (5th) day of the month when
due, Tenant shall pay to Landlord an additional sum of ten percent (10%) of the
overdue mount as a late charge. Said late charge shall be due as of the sixth
(6th) day of the month in question. The foregoing notwithstanding, a late charge
shall not be imposed on the first late payment made during the Term of this
Lease, provided that payment is actually received by Landlord not later than
five days after written notice of such delinquency. The parties agree that this
late charge represents a fair and reasonable estimate of Landlord's costs to be
incurred by reason of Tenant's late payment. This Paragraph does not relieve
Tenant from its obligation to pay rent or other payments when due. Acceptance of
any late charge shall not constitute a waiver of-Tenant's default with respect
to the overdue amount, nor prevent Landlord from exercising any of the other
rights and remedies available to Landlord.

27.   SECURITY DEPOSIT.

      Upon signing this Lease, Tenant shall pay to Landlord the amount of the
Security Deposit specified in the Basic Lease Information. The Security Deposit
shall be held by Landlord as security for the performance by Tenant of all of
the covenants of this Lease to be performed by Tenant, including, without
limitation, defaults by Tenant in the payment of rent, the repair of damage to
the Premises caused by Tenant, and the cleaning of the Premises upon termination
of the tenancy created hereby, and Tenant shall not be entitled to interest
thereon. If Landlord uses or applies the Security Deposit or any portion
thereof, Tenant shall, within ten (10) days after demand deposit cash with
Landlord in an mount sufficient to restore the Security Deposit to the full
mount, and Tenant's failure to do so shall be deemed a material breach of this
Lease.

28.   RELOCATION.

      Landlord shall have the right, one time, during Term of this Lease, to
relocate Tenant to another location in the Building, provided (i) Landlord shall
give Tenant at least three (3) months' written notice prior to the effective
date of such relocation, (ii) the new Premises shall be substantially equivalent
in size and character to the existing Premises, (iii) there shall be no increase
in rent due to such relocation, and (iv) Landlord shall pay all reasonable
out-of-pocket costs of physically relocating Tenant to the new Premises,
including, without limitation, reimbursement of moving costs and communication
line relocation, and installation of leasehold

                                      -23-
<PAGE>
improvements of substantially the same condition and appearance as of the date
of relocation. If Tenant is relocated during the Term of this Lease, Landlord
and Tenant agree to execute an amendment to this Lease reflecting the relocation
of Tenant to substitute Premises.

29.   ESTOPPEL CERTIFICATE.

      Within ten (10) days after notice from Landlord, Tenant shall execute and
deliver to Landlord, in recordable form, a certificate stating (i)that this
Lease is unmodified and in full force and effect (or, if there have been
modifications, that this Lease is in full force and effect, as modified, and
stating the date and nature of each modification), (i) the date, if any, to
which rental and other sums payable hereunder have been paid, (iii) that no
notice has been received by Tenant of any default which has not been cured,
except as to defaults specified in said certificate and (iv) such other matters
as may be reasonably requested by Landlord. Failure to deliver such certificate
within such ten (10) day period shall be conclusive upon Tenant for the benefit
of Landlord and any successor to Landlord, that this Lease is in full force and
effect and has not been modified except as may be represented by Landlord.

30.   SURRENDER.

      Tenant shall surrender the Premises at the termination of the tenancy
herein created broom clean, and in the same condition as herein agreed they have
been received, reasonable use and wear thereof and damage by casualty, the act
of God or by the elements excepted. The voluntary or other surrender of this
Lease by Tenant, or a mutual cancellation thereof, shall not work a merger and
shall at the option of Landlord, terminate all of any existing subleases or
subtenancies, or may, at the option of Landlord, operate as an assignment to it
of any or all such subleases or subtenancies. At the expiration or sooner
termination of this Lease, Tenant shall remove or cause to be removed at its
sole expense all of Tenant's personal property, furniture and equipment,
including telephone and data processing lines, and all Alterations required by
Landlord in accordance with Paragraph 13 hereof. Tenant shall repair at its
expense all damage to the Premises and the Building caused by the removal of any
of the items provided herein. Tenant obligations under this Paragraph shall
survive the termination of this Lease.

31.   HOLDING OVER.

      If, without objection by Landlord, Tenant holds possession of the Premises
after expiration of the Term of this Lease, Tenant shall become a tenant from
month to month upon the terms herein specified but at a Base Rent equal to two
hundred percent (200%) of the Base Rent in effect at the expiration of the Term
of this Lease, payable in advance on or before the first day of each month. Such
month to month tenancy may be terminated by either Landlord or Tenant by giving
thirty (30) days' written notice of termination to the other at any time. If
Tenant fails to surrender the Premises upon the expiration or termination of
this Lease except as hereinabove provided, Tenant hereby indemnifies and agrees
to hold Landlord harmless from all costs, loss, expense or liability, including
without limitation, costs, real estate brokers claims and attorneys' fees,
arising out of or in connection with any delay by Tenant in surrendering and
vacating the Premises, including, without limitation, any claims made by any
succeeding tenant based on any delay and any liabilities arising out of or in
connection with these claims. Nothing

                                      -24-
<PAGE>
in this Paragraph 31 shall be deemed to permit Tenant to retain possession of
the Premises after the expiration or sooner termination of the Lease Term.

32.   FLOOR LOAD AND NOISE.

      (a)   Tenant shall not place a load upon any floor of the Premises which
exceeds the floor load per square foot which such floor was designed to carry.
Landlord reserves the right to prescribe the weight and position of all safes
and heavy installations which Tenant wishes to place in the Premises so as to
properly distribute the weight thereof.

      (b)   Business machines and mechanical equipment belonging to Tenant which
cause noise and/or vibration that may be transmitted to the structure of the
Building or to any leased space 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, in settings of cork, rubber or spring-type noise
and/or vibration eliminators sufficient to eliminate vibration and/or noise.

33.   SUBORDINATION.

      This Lease shall be subordinate to any ground lease, mortgage, deed of
trust, or any other hypothecation for security now or later placed upon the
Building and to any advances made on the security of it or Landlord's interest
in it, and to all renewals, modifications, consolidations, replacements, and
extensions of it. However, if any mortgagee, trustee, or ground lessor elects to
have this Lease prior to the lien of its mortgage or deed of trust or prior to
its ground lease, and gives notice of that to Tenant, this Lease shall be deemed
prior to the mortgage, deed of trust or ground lease, whether this Lease is
dated prior or subsequent to the date of the mortgage, deed of trust, or ground
lease, or the date of recording of it. In the event any mortgage or deed of
trust to which this Lease is subordinate is foreclosed or a deed in lieu of
foreclosure is given to the mortgagee or beneficiary, Tenant shall at-tom to the
purchaser at the foreclosure sale or to the grantee under the deed in lieu of
foreclosure. In the event of termination of any ground lease to which this Lease
is subordinate, Tenant shall attorn to the ground lessor. Tenant agrees to
execute any documents, in form and substance reasonably acceptable to Tenant,
required to effectuate the subordination, to make this Lease prior to the lien
of any mortgage or deed of trust or ground lease, or to evidence the attornment.

34.   INABILITY TO PERFORM.

      Landlord shall not be in default hereunder nor shall Landlord be liable to
Tenant for any loss or damages if Landlord is unable to fulfill any of its
obligations, or is delayed in doing so, if the inability or delay is caused by
reason of accidents, strike, labor troubles, acts of God, or any other cause,
whether similar or dissimilar, which is beyond the reasonable control of
Landlord.

35.   CORPORATE AUTHORITY.

      If Tenant is a corporation or limited liability company, Tenant and each
person executing this Lease on behalf of Tenant represents and warrants to
Landlord that (a) Tenant is duly incorporated or formed, as the case may be and
validly existing under the laws of its state of

                                      -25-
<PAGE>
incorporation or formation, (b) on or before sixty (60) days from the date of
this Lease, Tenant shall be qualified to do business in California, (c) Tenant
has the full right, power and authority to enter into this Lease and to perform
all of Tenant's obligations hereunder, and (d) each person signing this Lease on
behalf of the corporation or company is duly and validly authorized to do so. If
Tenant is a partnership (whether a general or limited partnership), each person
executing this Lease on behalf of Tenant represents and warrants to Landlord
that (i) he/she is a general partner of Tenant, (ii) he/she is duly authorized
to execute and deliver this Lease on behalf of Tenant, (iii) this Lease is
binding on Tenant (and each general partner of Tenant) in accordance with its
terms, and (iv) each general partner of Tenant is personally liable for the
obligations of Tenant under this Lease.

36.   MISCELLANEOUS.

      (a)   The words "Landlord" and "Tenant" as used herein shall include the
plural as well as the singular. Words used in masculine gender include the
feminine and neuter. If there be more than one Tenant, the obligations hereunder
imposed on Tenant shall be joint and several. Subject to the provisions hereof
relating to assignment and subletting, this Lease is intended to and does bind
the heirs, executors, administrators, successors and assigns of any and all of
the parties hereto. Time is of the essence of this Lease.

      (b)   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 or the Building. There are no representations
between Landlord and Tenant other than those contained in this Lease and all
reliance with respect to any representations is based solely upon the terms of
this Lease.

      (c)   Tenant shall not use the name of the Building for any purpose other
than as an address of the business to be conducted by Tenant in the Premises.

      (d)   Any provision of this Lease which shall be held invalid, void or
illegal shall in no way affect, impair or invalidate any of the other provisions
hereof and such other provisions shall remain in full force and effect.

      (e)   Tenant hereby waives trial by jury in any action, proceeding or
counterclaim brought by either of the parties hereto on any matters whatsoever
arising out of or in anyway connected with this Lease.

      (f)   No right, remedy or election hereunder or at law or in equity shall
be deemed exclusive but shall, wherever possible, be cumulative with all other
rights, remedies or elections.

      (g)   This Lease shall be governed by the laws of the State of California
applicable to transactions to be performed wholly therein.

                                      -26-
<PAGE>
37.   BROKER.

      Tenant represents and warrants to Landlord that Tenant has had no dealings
with any broker, finder, or similar person who is or might be entitled to a
commission or other fee in connection with the execution of this Lease, except
for Landlord's Broker and Tenant's Broker. Landlord shall pay the commission due
Landlord's Broker and Tenant's Broker pursuant to a separate agreement between
Landlord and Landlord's Broker. Landlord and Tenant shall each indemnify, defend
and hold the other harmless from and against any and all claims and damages and
for any and all costs and expenses (including reasonable attorneys' fees and
costs) resulting from claims that may be asserted against the other party by any
broker, agent or finder not disclosed herein. It is hereby disclosed, and all
parties agree and accept, that Peter Sullivan Associates, Inc. is acting as both
Landlord's broker and principal in this transaction.

38.   NO OFFER.

      No contractual or other rights shall exist between Landlord and Tenant
with respect to the Premises until both have executed and delivered this Lease,
notwithstanding that rental deposits have been received by Landlord and
notwithstanding that Landlord has delivered to Tenant an unexecuted copy of this
Lease. The submission of this Lease to Tenant shall be for examination purposes
only, and does not and shall not constitute a reservation of or any option for
the Tenant to lease, or otherwise create any interest by Tenant in the Premises
or any other Premises situated in the Building. Execution of this Lease by
Tenant and return to Landlord shall not be binding upon Landlord,
notwithstanding any time interval, until Landlord has in fact executed and
delivered this Lease to Tenant.

                                      -27-
<PAGE>
      IN WITNESS WHEREOF, the parties hereto have executed this Lease as of the
date first above written.

LANDLORD:                                TENANT:

116 NEW MONTGOMERY ASSOCIATES,           GREENFIELD ONLINE, a Connecticut
LLC, a limited liability company         corporation


By    Peter Sullivan Associates, Inc.,   By    /s/   Rudy Nadilo
      Co-General Manager                    --------------------
                                         Its         President
                                            --------------------
      By           /s/
         ----------------------------
                Peter Sullivan
                  President

By    BEI Management, LLC, Co-General
      Manager


      By          /s/
         ----------------------------
                James Brennan
               Managing Member


                                      -28-
<PAGE>

                                    EXHIBIT A

                           DIAGRAM OF RIALTO BUILDING

                                  See Attached.


                                      A-1
<PAGE>
                                    EXHIBIT B

                      116 NEW MONTGOMERY STREET ESCALATIONS

      A.    As used in this Lease, "Operating Expenses" shall mean, without
duplication, all costs and expenses paid or incurred by Landlord in connection
with the ownership, management, operation, maintenance and repair of the
Building, and in providing services in accordance with this Lease, including the
following: salaries, wages, other compensation, taxes and benefits (including
payroll, social security, workers' compensation, unemployment, disability and
similar taxes and payments) for all personnel engaged in the management,
operation, maintenance or repair of the Building; uniforms provided to such
personnel; premiums and other charges for all property, earthquake, rental
value, liability and other insurance carried by Landlord. together with the
amount of any deductible under such policy; water and sewer charges or fees;
license, permit and inspection fees; electricity, chilled water, air
conditioning, gas, fuel, steam, heat, light, power and other utilities; sales,
use and excise taxes on goods and services purchased by Landlord; telephone,
delivery, postage, stationery supplies and other expenses; management fees and
expenses, provided that the cost of such services if provided by Landlord or an
affiliate of Landlord shall not exceed the fees that would customarily be paid
to an independent management company; equipment lease payments; repairs to and
maintenance of the Building, including Building systems and accessories thereto
and repair and replacement of worn out or broken equipment, facilities, parts
and installations, but excluding the replacement of major Building systems;
janitorial, window cleaning, security, guard, extermination, water treatment,
garbage and waste disposal, rubbish removal, plumbing and other services;
inspection or service contracts for elevator, electrical, mechanical and other
Building equipment and systems; supplies, tools, materials and equipment;
accounting, legal and other professional fees and expenses (excluding legal
fees, accounting, and other professional fees and expenses incurred by Landlord
relating to disputes with specific tenants or the negotiation, interpretation or
enforcement of specific leases); painting the exterior or the public or common
areas of the Building and the cost of maintaining the sidewalks, landscaping and
other common areas of the Building; the cost, amortized over the useful life as
reasonably determined by Landlord, according to generally accepted accounting
principles, of all furniture, fixtures, draperies, carpeting and personal
property furnished by Landlord in common areas or public corridors of the
Building or in the Building office; all costs and expenses resulting from
compliance with any laws, ordinances, rules, regulations or orders applicable to
the Building; Building office rent or rental value for office space reasonably
necessary for the proper management and operation of the Building; all costs and
expenses of contesting by appropriate legal proceedings any matter concerning
managing, operating, maintaining or repairing the Building, or the validity or
applicability of any law, ordinance, rule, regulation or order relating to the
Building, or the amount or validity of any Property Taxes; reasonable
depreciation as determined by Landlord according to generally accepted
accounting principles on all machinery, fixtures and equipment (including window
washing machinery) used in the management, operation, maintenance or repair of
the Building and on window coverings provided by Landlord; the cost, reasonably
amortized as determined by Landlord, according to generally accepted accounting
principles, of all capital improvements made to the Building or capital assets
acquired by Landlord that are designed or intended to be a labor-saving or
energy-saving device, or to improve economy or efficiency in the management,
operation, maintenance or repair of the Building, or to reduce any

                                      B-1
<PAGE>
item of Operating Expenses, or that are reasonably necessary to comply with any
conservation program or required by any law, ordinance, rule, regulation or
order unless caused by Landlord's deliberate or negligent violation of such law,
rule or regulation; and such other usual costs and expenses which are paid by
other landlords for the on-site operation, servicing, maintenance and repair of
comparable office buildings in the San Francisco Bay Area. Notwithstanding
anything contained in the Lease or the foregoing list of Operating Expenses, no
expenses incurred for the following shall be included in Operating Expenses for
any Expense Year: Property Taxes, depreciation on the Building (except as
described above), costs of tenants' improvements (including permit, license and
inspection fees), real estate brokers' commissions, interest, payments of loan
principal and expenses related to a financing or refinancing of the Building,
the cost of any asbestos abatement or removal activities other than conducted in
connection with the installation of capital improvements that are otherwise a
permitted Operating Expense or other than in the course of ordinary maintenance
and repair, capital items (except as described above), the cost of services
provided to tenants materially in excess of services customarily provided to
Tenant, whether or not Landlord is entitled to reimbursement therefor, or
Landlord's legal costs and expenses in connection with any lease dispute, or
litigation with any tenant.

      B.    Actual Operating Expenses for the Base Expense Year and each
subsequent calendar year shall be adjusted, if necessary, to equal Landlord's
reasonable estimate of Operating Expenses for a full calendar year with the
total area of the Building occupied during such full calendar year; provided,
however, Landlord shall not in any year collect in excess of one hundred percent
(100%) of the actual Operating Expenses paid or incurred by Landlord in any
calendar year.

      C.    Landlord reserves the right to, in good faith, establish
classifications for the equitable allocation of Operating Expenses that are
incurred for the direct benefit of specific types of tenants or users in the
Building ("Cost Pools"). Such Cost Pools may include, but shall not be limited
to, office, ground floor retail, and lower level basement, tenants of the
Building. Landlord's determination of such allocations in a manner consistent
with the terms and conditions of this section shall be final and binding on
Tenant. Tenant acknowledges that the allocation of Operating Expenses among Cost
Pools does not affect all Operating Expenses, and is limited to specific items
that are incurred or provided to tenants of Cost Pools which Landlord
determines, in good faith, it would be inequitable to share, in whole or in
part, among tenants of other Cost Pools in the Building.

      D.    As used in this Lease, "Property Taxes" shall mean all taxes,
assessments, excises, levies, fees and charges (and any tax, assessment, excise,
levy, fee or charge levied wholly or partly in lieu thereof or as a substitute
therefor or as an addition thereto) of every kind and description, general or
special, ordinary or extraordinary, foreseen or unforeseen, secured or
unsecured, that are levied, assessed, charged, confirmed or imposed by any
public or government authority on or against, or otherwise with respect to, the
Building or any part thereof or any personal property used in connection with
the Building. If the Building is not assessed on a fully completed basis for all
or any part of the Base Tax Year, until it is so assessed, Property Taxes for
the Base Tax Year shall be established by multiplying Landlord's reasonable
estimate of such assessed valuation by the applicable, tax rates for the Base
Tax Year. Property Taxes shall not include net income (measured by the income of
Landlord from all sources or from sources other

                                      B-2
<PAGE>
than solely rent), franchise, documentary transfer, inheritance or capital stock
taxes of Landlord, unless levied or assessed against Landlord in whole or in
part in lieu of, as a substitute for, or as an addition to any Property Taxes.
Property Taxes shall not include any tax, assessment, excise, levy, fee or
charge paid by Tenant pursuant to Paragraph E hereof.

      E.    In addition to all rent and other charges to be paid by Tenant under
the Lease, Tenant shall reimburse Landlord upon demand for all taxes,
assessments, excises, levies, fees and charges including all payments related to
the cost of providing facilities or services, whether or not now customary or
within the contemplation of Landlord and Tenant, that are payable by Landlord
and levied, assessed, charged, confirmed or imposed by any public or government
authority upon, or measured by, or reasonably attributable to (i) the cost or
value of Tenant's equipment, furniture, fixtures and other personal property
located in the Premises or the cost or value of any leasehold improvements made
in or to the Premises by or for Tenant, regardless of whether title to such
improvements is vested in Tenant or Landlord, (ii) any rent payable under this
Lease, including any gross income tax or excise tax levied by any public or
government authority with respect to the receipt of any such rent, (iii) the
possession, leasing, operation, management, maintenance, alteration, repair, use
or occupancy by Tenant of the Premises, or (iv) this transaction or any document
to which Tenant is a party creating or transferring an interest or an estate in
the Premises. Such taxes, assessments, excises, levies, fees and charges shall
not include net income (measured by the income of Landlord from all sources or
from sources other than solely rent), franchise, documentary transfer,
inheritance or capital stock taxes of Landlord, unless levied or assessed
against Landlord in whole or in part in lieu of, as a substitute for, or as an
addition to any such taxes, assessments, excises, levies, fees and charges.

      F.    All taxes, assessments, excises; levies, fees and charges payable by
Tenant under this Exhibit shall be deemed to be, and shall be paid as,
additional rent.

                                      B-3
<PAGE>
                                    EXHIBIT C
                          RULES AND REGULATIONS OF THE
                       116 NEW MONTGOMERY STREET BUILDING

COMMON, AREAS

      The sidewalks, halls, passages, exits, entrances, elevators and stairways
of the Building shall not be obstructed by `Tenant or used for any purpose other
than for ingress to and egress from the Premises. The halls, passages, exits,
entrances, elevators and stairways are not for the general public and Landlord
shall in all cases have the right to control and prevent access thereto of all
persons (including, without limitation, messengers or delivery personnel not
wearing uniforms) whose presence in the judgment of Landlord would be
prejudicial to the safety, character, reputation or interests of the Building
and its tenants. Neither Tenant nor any agent, employee, contractor, invitee or
licensee of Tenant shall go upon the roof of the Building. Landlord shall have
the right at any time, without the same constituting an actual or constructive
eviction and without incurring any liability to Tenant therefor, to change the
arrangement or location of entrances or passageways, doors or doorways,
corridors, elevators, stairs, toilets and common areas of the Building.

SIGNS

      No sign, placard, picture, name, advertisement or notice visible from the
exterior of the Premises shall be inscribed, painted, affixed or otherwise
displayed by Tenant on any part of the Building or the Premises without the
prior written consent of Landlord. Landlord will adopt and furnish to tenants
general guidelines relating to signs inside the Building. Tenant agrees to
conform to such guidelines. All approved signs or lettering shall be printed,
painted, affixed or inscribed at the expense of Tenant by a person approved by
Landlord. Material visible from outside the Building will not be permitted.

PROHIBITED USES

      The Premises shall not be used for the storage of merchandise held for
sale to the general public or for lodging. No cooking shall be done or permitted
on the Premises except that private use by Tenant of microwave ovens and/or
Underwriters' Laboratory approved equipment for brewing coffee, tea, hot
chocolate and similar beverages will be permitted, provided that such use is in
accordance with all applicable federal, state and municipal laws, codes,
ordinances, rules and regulations. Tenant shall not use electricity for
lighting, machines or equipment in excess of five (5) watts per square foot.

JANITORIAL SERVICE

      Tenant shall not employ any person other than the janitor of Landlord for
the purpose of cleaning the Premises unless otherwise agreed to by Landlord in
writing. Except with the written consent of Landlord, no persons other than
those approved by Landlord shall be permitted to enter the Building for the
purpose of cleaning the Premises.

                                      C-1
<PAGE>
KEYS

      Landlord will furnish Tenant without charge with two (2) keys to each door
lock provided in the Premises by Landlord. Landlord may make a reasonable charge
for any additional keys. Tenant shall not have any such keys copied or any keys
made. Tenant shall not alter any lock or install a new or additional lock or any
bolt on any door of the Premises. Tenant, upon the termination of this Lease,
shall deliver to Landlord all keys to doors in the Building.

MOVING PROCEDURES

      Landlord shall designate appropriate entrances for deliveries or other
movement to or from the Premises of equipment, materials, supplies, furniture or
other property, and Tenant shall not use any other entrances for such purposes.
All moves shall be scheduled and carried out during non-business hours of the
Building. All persons employed and means or methods used to move equipment,
materials, supplies, furniture or other property in or out of the Building must
be approved by Landlord prior to any such movement. Landlord shall have the
right to prescribe the maximum weight, 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 a platform of such
thickness as is necessary properly to distribute the weight. Landlord will not
be responsible for loss of or damage to any such property from any cause, and
all damage done to the Building by moving or maintaining such property shall be
repaired at the expense of Tenant.

NO NUISANCES

      Tenant shall not use or keep in the Premises or the Building any kerosene,
gasoline or inflammable or combustible fluid or material other than limited
quantities thereof reasonably necessary for the operation or maintenance of
office equipment. Tenant shall not use any method of heating or air conditioning
other than that supplied by Landlord. Tenant shall not use or keep or permit to
be used or kept any foul or noxious gas or substance in the Premises, or permit
or suffer the Premises to be occupied or used in a manner offensive or
objectionable to Landlord or other occupants of the Building by reason of noise,
odors or vibrations, or interfere in any way with other tenants or those having
business in the Building, nor shall any animals be brought or kept in the
Premises or the Building.

CHANGE OF ADDRESS

      Landlord shall have the right, exercisable without notice and without
liability to Tenant, to change the name or street address of the Building or the
room or suite number of the Premises.

BUSINESS HOURS

      Landlord establishes the hours of 7:00 a.m. to 6:00 p.m., Monday through
Friday, except union holidays and legal holidays, as reasonable and usual
business hours for the purposes of this Lease.

                                      C-2
<PAGE>
ACCESS TO BUILDING

      Landlord reserves the right to exclude from the Building during the
evening, night and early morning hours beginning at 6:00 p.m. and ending at 7:00
a.m. Monday through Friday, and at all hours on Saturdays, Sundays, union
holidays and legal holidays, all persons who do not present identification
acceptable to Landlord. Tenant shall provide Landlord with a list of all persons
authorized by Tenant to enter the Premises and shall be liable to Landlord for
all acts of such persons. Landlord shall in no case be liable for damages for
any error with regard to the admission to or exclusion from the Building of any
person. In the case of invasion, mob, riot, public excitement or other
circumstances rendering such action advisable in Landlord's opinion, Landlord
reserves the right to prevent access to the Building during the continuance of
the same by such action as Landlord may deem appropriate, including closing
doors.

BUILDING DIRECTORY

      The directory of the Building will be provided for the display of the name
and location of Tenant. Landlord reserves the right to restrict the mount of
directory space utilized by Tenant. Landlord may make a reasonable charge for
the replacement of directory slots/panels requested by Tenant.

WINDOW COVERINGS

      No curtains, draperies, blinds, shutters, shades, screens or other
coverings, hangings or decorations shall be attached to, hung or placed in, or
used in connection with any window of the Building without the prior written
consent of Landlord. In any event, with the prior written consent of Landlord,
such items shall be installed on the office side of Landlord's standard window
covering and shall in no way be visible from the exterior of the Building.
Tenant shall keep window coverings closed when the effect of sunlight (or the
lack thereof) would impose unnecessary loads on the Building's air conditioning
systems.

FOOD AND BEVERAGES

      Tenant shall not obtain for use in the Premises ice, drinking water, food,
beverage, towel or other similar services:, except at such reasonable hours and
under such reasonable regulations as may be established by Landlord.

PROCEDURES WHEN LEAVING

      Tenant shall ensure that the doors of the Premises are closed and locked
and that all water faucets, water apparatus and utilities are shut off before
Tenant and its employees leave the Premises so as to prevent waste or damage.
For any default or carelessness in this regard, Tenant shall be liable and pay
for all damage and injuries sustained by Landlord or other tenants or occupants
of the Building. On multiple-tenancy floors, Tenant shall keep the doors to the
Building corridors closed at all times except for ingress and egress.

                                      C-3
<PAGE>
BATHROOMS

      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, no
foreign substance of any kind whatsoever shall be thrown therein, and the
expense of any breakage, stoppage or damage resulting from the violation of this
rule shall be paid by Tenant if caused by Tenant or its agents, employees,
contractors, invitees or licensees.

NO ANTENNA

      Tenant shall not install any radio or television antenna, loudspeaker, or
other device on the roof or exterior wails of the Building. No television or
radio or recorder shall be played in such a manner as to cause a nuisance to any
other tenant.

BICYCLES, VEHICLES

      There shall not be used in any space, or in the public halls of the
Building, either by Tenant or others, any hand trucks except those equipped with
rubber tires and side guards or such other material handling equipment as
Landlord approves. No other vehicles of any kind, including bicycles, shall be
brought by Tenant into the Building or kept in or about the Premises.

TRASH REMOVAL

      Tenant shall store all its trash and garbage within the Premises. No
material shall be placed in the trash boxes or receptacles if such material is
of such nature that it may not be disposed of in the ordinary and customary
manner of removing and disposing of office building trash and garbage in the
city or county in which the Building is located without being in violation of
any law or ordinance governing such disposal. All garbage and refuse disposal
shall be made only through entryways and elevators provided for such purposes
and at such times as Landlord shall designate, Tenant shall crush and flatten
all boxes, cartons and containers. Tenant shall pay extra charges for any
unusual trash disposal.

NO SOLICITING

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

NO SMOKING

      In accordance with Section 1, Part II, Chapter V of the San Francisco
Municipal Code (Health Code), Article 19E, Section 1009.5(a), there shall be NO
SMOKING in the Building.

                                      C-4
<PAGE>
SERVICES

      The requirements of Tenant will be attended to only upon application in
writing at the office of the Building. Personnel of Landlord shall not perform
any work or do anything outside of their regular duties unless under special
instructions from Landlord.

WAIVER

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

SUPPLEMENTAL TO LEASE

      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 covenants of this Lease.

                                      C-5
<PAGE>
                                    EXHIBIT D
                         FIRST AMENDMENT TO OFFICE LEASE
                            116 New Montgomery Street

      THIS FIRST AMENDMENT TO OFFICE LEASE (this "First Amendment"), dated as of
the ___ day of November, 1999, is entered into by and between 116 HCT LLC, a
California limited liability company ("Landlord"), as successor in interest to
116 New Montgomery Associates, LLC, a California limited liability company ("116
NMA"), and GREENFIELD ONLINE, a Connecticut corporation ("Tenant"). Capitalized
terms used in this Fourth Amendment without definition shall have the meanings
ascribed to such terms in the Lease (as hereinafter defined).

      THE PARTIES enter this First Amendment on the basis of the following
facts, understandings and intentions:

      A.    Landlord (as successor in interest to 116 NMA), as landlord, and
Tenant as tenant, are parties to that certain Lease dated January 9, 1998 (the
"Original Lease"), whereby Landlord leased to Tenant and Tenant leased from
Landlord certain premises more particularly described in the Lease, and located
in the building owned by Landlord at 116 New Montgomery Street, San Francisco,
California (the "Building").

      B.    Landlord and Tenant also wish to extend the term of the Lease and
change other terms of the Lease to reflect the increase in areas occupied by the
Tenant.

      C.    Landlord and Tenant wish to expand their leased premises to include
Suites 224, 600, and 605. Tenant shall be given occupancy and commence paying
additional rent on Suites 224, 600 and 605 according to the terms set forth in
the Lease Amendment.

      D.    Landlord and Tenant agree the existing deposit will be increased by
$60,129.17, totaling $61,869 representing six months of base rent for Suites
220, 224 and 605.

      NOW, THEREFORE, based on the foregoing and for other good and valuable
consideration, the receipt and adequacy of which is hereby acknowledged, the
parties agree as follows:

            1. Extension of Lease Term. Landlord and Tenant agree that the Term
of the Lease is hereby extended through December 1, 2004, and that such date
shall be deemed the "Expiration Date" for all purposes of the Lease (including,
without limitation, the expansion space added to the Premises pursuant to this
First Amendment to Office Lease).

            2.    Expansion.

                  (a) Effective December 1, 1999, Landlord and Tenant agree to
add to their leased premises Suite 224, approximately 975 rentable square feet
at a rate of $37 per square foot.

                                      D-1
<PAGE>
                  (b) Effective December 1, 1999, Landlord and Tenant agree to
add to the leased premises Suite 605, approximately 1,805 rentable square feet
for a term of five years at a rate of $37.00 for years 1-3 and $38.00 for years
4 and 5.

            3.    Relocation. Landlord and Tenant agree that Tenant will
relocate on a date designated by Landlord on or after September 30, 2000 and
before October 31, 2000, Tenant will relocate from Suite 200 and 224 to Suite
600, approximately 1,811 square feet, at a rate of $37.00 per square foot. The
term of the lease for Suite 600 shall be coterminous with Suite 605 on December
1, 2004.

            The failure by Landlord to deliver possession of Suite 600 on the
scheduled delivery date or a delay in doing so, whether because of a failure of
an existing tenant or occupant to surrender possession in a timely fashion or
for any other reason whatsoever, shall not be a default by Landlord under the
Lease, and Landlord shall have no liability to Tenant for any loss or damage
resulting from such failure. The failure of Landlord to deliver possession of
Suite 600 on the October 31, 2000 ("Early Termination") without penalty and to
return, without offset, of the funds held by the Landlord in the form of a
security deposit, the return of which Tenant would otherwise have been entitled
to had there been no Early Termination. If Tenant desires Early Termination, it
shall deliver written notice to Landlord at any time after the scheduled
delivery date specifying a termination date not less than thirty (30) days after
deliver of the notice.

            4.    Adjustment to Base Rent.
                  -----------------------

                  (a) Effective December 1, 1999, Monthly Base Rent payable
under the Lease shall increase to $10,311.50 as outlined below.

                          Suites:    Monthly Base Rent

                          220         $1,739.83
                          224         $3,006.25
                          605         $5,565.42 (years 1-3), $5,715.83 (years
                                      ---------  4-5)
                            Total:   $10,311.50

                  (b) Effective October 1, 1999, Monthly Base Rent payable under
the Lease will be adjusted to $11,149.34 and on October 1, 2002 will be adjusted
to $11,299.75 as outlined below.

                         Suites:     Monthly Base Rent

                          600         $5,583.92
                          605         $5,565.42 (years 1-3), $5,715.83 (years
                                      ---------  4-5)
                            Total:   $11,194.34

                  (c) The Tenant's Percentage Share on occupancy of Suite 224
shall be changed to 1.45%, upon occupancy of Suite 605 to 1.49% and upon
occupancy of Suite 600 to 3.00%.

                                      D-2
<PAGE>
                  (d) The Basic Lease Information sheet of the Lease is hereby
amendment to incorporate the terms of this Paragraph 4, and from and after the
mutual execution of this First Amendment, all references in the Lease to
information contained in the Basic Lease Information shall be to the Basic Lease
Information as amended by this First Amendment.

            5.    No Default. Tenant hereby represents and warrants, to its
knowledge, that there exists no defense or offset by Tenant to enforcement of
the Lease by Landlord, and that Landlord is not, as of the date of execution of
this Amendment, in default in the performance of any obligation of Landlord
under the Lease, nor, to the knowledge of Tenant, has any event occurred which,
with the passage of time, or the giving of notice, or both, would constitute a
default or breach of the Lease by Landlord.

            6.    Full Force and Effect.  Except as amended hereby,  the Lease
remains unamended, and as amended hereby the Lease is in full force and effect.

      IN WITNESS WHEREOF, the undersigned have executed this Fourth Amendment as
of the day and year first herein above set forth.

      "Landlord"                  116 HCT LLC, a California limited liability
                                     company

                                  By:   HCT (116 NEW MONTGOMERY), INC.,
                                        a California corporation,
                                        General Manager

                                        By:        /s/
                                           ---------------------------
                                             James J. Hunter
                                             President

      "Tenant"                    GREENFIELD ONLINE,
                                  a Connecticut Corporation

                                  By: /s/  Ron Bergami
                                     ---------------------------------
                                  Its: VP Controller
                                       -------------------------------

                                      D-3