ASTON VIEWS CORPORATE CENTER

                              OFFICE BUILDING LEASE


                                     BETWEEN



                                ASTON VIEWS, LLC

                     a California limited liability company

                                   (Landlord)


                                       and


                               CONVERA CORPORATION

                             a Delaware Corporation

                                    (Tenant)



<PAGE>


                          ASTON VIEWS CORPORATE CENTER
                              OFFICE BUILDING LEASE


                             Basic Lease Provisions

       The following constitutes a summary of the Basic Lease Provisions set
forth in the Aston Views Corporate Center Office Building Lease ("Lease")
between the parties and regarding the Premises specified below. The Basic Lease
Provisions are an integral part of this Lease and each reference in this Lease
to any of the Basic Lease Provisions shall be construed to incorporate all of
the terms provided under each such Basic Lease Provisions. In the event of any
conflict between any Basic Lease Provisions and the balance of the Lease, the
latter shall control.


       1.  DATE:           July 3, 2001 (for reference purposes only).


       2.  PARTIES:


           Landlord:       Aston Views, LLC, a California
                           limited liability company.

           Tenant:         Convera Corporation, a Delaware Corporation


       3.  PREMISES:


           A.   Building Address:

                1808 Aston Avenue, Carlsbad, California 92008

           B.   Floor:

                1st and 2nd Floors.

           C.   Location:

                First and second floor space, as described in Exhibit A attached
                hereto.

           D.   Rentable Square Footage:

                Approximately 30,411 rentable square feet.

           E.   Parking Spaces:
                122 unreserved; no additional charge during Initial Lease Term
                and any option periods; exact number of spaces to be confirmed
                once final usable square footage amount has been determined.


       4.  TERM:


           A.   Term of Lease:

                61 months Initial Term.

           B.   Scheduled Commencement Date:

                Upon completion of Tenant Improvements (the date of which shall
                be when final inspection of the tenant improvements is approved
                by the City of Carlsbad), but not sooner than November 1, 2001.

           C.   Rent Commencement Date:

                December 1, 2001, or one (1) month following the Scheduled
                Commencement Date.

           D.   Option to Renew:

                One (1) five (5) year option as set forth on Addendum.


       5.  RENT:


           A.   Initial Monthly Base Rent

                $1.85 per rentable square foot per month plus utilities.

           B.   Annual Increase to Base Rent:

                (ii)  Percentage Increase:
                        3% Fixed Increase over previous year (See below)

                (iii) Scheduled Increase:

                         Month of              Monthly Base Rent per
                        Lease Term            Sq. Ft. of Net Rentable Area

                            1-12                $1.85 (plus utilities)
                           13-24               $1.906 (plus utilities)
                           25-36               $1.963 (plus utilities)
                           37-48               $2.022 (plus utilities)
                           49-60               $2.082 (plus utilities)

           C.   Base Rent Paid Upon Execution:

                $56,260.35 to be applied against rent beginning on the Rent
                Commencement Date.

           D.   Utilities:

                Utilities shall be separately metered to the Premises and paid
                directly by Tenant to the utility supplier. Landlord shall
                provide without cost to Tenant the janitorial service described
                in Paragraph 6 of Exhibit C.


       6.  TENANT'S EXPENSE STOP BASE

           To be determined based upon actual Operating Expenses during the base
           year, which is calendar year 2002 with  Operating  Expenses for such
           base year to be grossed up, if necessary, to assume 95% occupancy and
           a fully assessed Project.

           Increases in Operating  Expenses shall be charged to Tenant as
           Additional Rent beginning in the 13th full month of the Term.

           See Addendum for additional Operating Expense language.


       7.  TENANT'S OPERATING EXPENSE PERCENTAGE:

           36.6% (the ratio that the Rentable Square Footage of the Premises
           bears to the Rentable Square Footage in the Building); exact
           percentage to be confirmed once final rentable square footage has
           been determined.


       8.  LEASEHOLD IMPROVEMENTS:

           A.   Tenant's Allowance for Leasehold Improvements:

                $35.00 per rentable square foot.  See Addendum for additional
                Tenant Allowance language.


       9.  SECURITY DEPOSIT:

           $56,260.35


       10. PERMITTED USE OF PREMISES:

           Tenant willoperate office, sales, administrative, software
           engineering and related lab functions  within the Building, and will
           have the right to use the Premises for any other legally permitted
           use.


       11. TENANT'S INITIAL LIABILITY INSURANCE LIMITS:

           $2,000,000 per person for personal injury or death;
           $2,000,000 per occurrence for personal injury or death; and
           $1,000,000 per occurrence for damage to property.


       12. BROKER(S):

           A.   Landlord's Broker:

                Kent Moore, Rick Reeder, and Dan Oury
                Business Real Estate Brokerage Company

           B.   Tenant's Broker:

                Brian Ffrench
                Irving Hughes


       14. NOTICE:

           To LANDLORD:                            Copy to:

           Aston Views, LLC                        Spectrum Property Management
           4370 La Jolla Village Drive             8799 Balboa Avenue
           Suite 655                               Suite 260
           San Diego, CA 92122.                    San Diego, CA 92123
           Attn: Mark D. McLaren                   Attn: Brenda Tworoger

           To TENANT:                              Copy to:

           Convera Corporation                     Convera Corporation
           1921 Gallows Road, Suite 200            1921 Gallows Road, Suite 200
           Vienna, VA  22182                       Vienna, VA  22182
           Attn: Martin Nowakowski                 Attn: Marc Martin


       15. SIGNS:

           Tenant shall have the right to a building sign in a "top tier"
           location on an exterior wall of the building,  the exact location of
           which shall be mutually agreed  upon by Landlord and Tenant, and one
           (1) section of a four-tenant monument sign to be placed at the
           project entry.  Both signs shall be subject to approvals by the City
           of Carlsbad and the business park association.  Tenant shall be
           responsible for the cost of all approvals, construction,
           installation, and fees associated with the above-mentioned signs.
           Landlord to provide standard lobby directory and standard tenant door
           signage at Landlord's expense.  Tenant shall also have the right to
           install signage within its Premises.


       16. EXHIBITS AND ADDENDA:

           Exhibits A through F and Addendum to Lease are attached to this Lease
           and incorporated herein by reference.


<PAGE>


                                TABLE OF CONTENTS

SECTION                                                                 PAGE

1.     PREMISES AND COMMON AREAS...........................................1
       1.1    Premises.....................................................1
       1.2    Common Areas.................................................1
       1.3    Common Areas Rules and Regulations...........................1
       1.4    Conditions of Premises.......................................1
       1.5    Changes to Common Areas......................................2

2.     TERM................................................................2

       2.1    Length of Term...............................................2
       2.2    Commencement Date............................................2

3.     RENT................................................................3

       3.1    Base Rent....................................................3
       3.2    Annual Increase to Base Rent.................................3
       3.3    Additional Rent..............................................3
       3.4    Tenant's Charges.............................................5
       3.5    Late Charges.................................................5
       3.6    Interest on Past Due Obligations.............................5
       3.7    Security Deposit.............................................5

4.     USE.................................................................6

       4.1    Permitted Uses...............................................6
       4.2    Prohibited Uses..............................................6
       4.3    Changes in Use...............................................6
       4.4    Compliance With Laws.........................................6
       4.5    Insurance Use Requirements...................................6

5.     MAINTENANCE, REPAIR AND ALTERATION OF PREMISES......................6

       5.1    Maintenance and Repair.......................................6
       5.2    Alterations..................................................7
       5.3    Condition on Termination.....................................7

6.     UTILITIES AND SERVICES..............................................7

       6.1    Utilities and Services Furnished by Landlord.................7
       6.2    Utilities and Services Furnished by Tenant...................7
       6.3    Interruption of Service......................................7

7.     INSURANCE AND INDEMNITY.............................................8

       7.1    Tenant's Liability Insurance.................................8
       7.2    Tenant's Casualty Insurance..................................8
       7.3    Form of Insurance Policies...................................8
       7.4    Landlord Insurance...........................................8
       7.5    Waiver of Liability of Landlord..............................8
       7.6    Landlord's Liability.........................................9
       7.7    Indemnity by Tenant of Landlord..............................9
       7.8    Indemnity by Landlord of Tenant..............................9
       7.9    Waiver of Subrogation........................................9

8.     DAMAGE OR DESTRUCTION...............................................9

       8.1    Definitions..................................................9
       8.2    Premises Damage; Premises Building Partial Damage...........10
       8.3    Building Total Destruction; Project Total Destruction.......10
       8.4    Damage Near End of Term.....................................10
       8.5    Abatement of Rent: Tenant's Remedies........................10
       8.6    Termination-Advance Payments................................11
       8.7    Waiver......................................................11
       8.8    Insurance Limitation........................................11

9.     TAXES..............................................................11

10.    ASSIGNMENT AND SUBLETTING..........................................11

       10.1   Prohibition of Assignment or Sublet.........................11
       10.2   Procedure for Consent.......................................12
       10.3   Continuing Obligation of Tenant.............................12
       10.4   Additional Terms and Conditions Applicable to Subletting....12
       10.5   Excess Rent.................................................13
       10.6   No Merger...................................................13

11.    DEFAULT............................................................13

       11.1   Default by Tenant...........................................13
       11.2   Landlord's Remedies.........................................13
       11.3   Inducement, Recapture and Effect of Breach..................14
       11.4   Right of Landlord to Re-Enter...............................14
       11.5   Default by Landlord.........................................14

12.    ENVIRONMENTAL MATTERS..............................................14

       12.1   Definitions.................................................14
       12.2   Legal Requirements..........................................15
       12.3   Environmental Indemnification By Tenant.....................15
       12.4   Tenant's Remedial Action Responsibility.....................16
       12.5   Inspection Rights...........................................16
       12.6   Survival of Article.........................................16

13.    LANDLORD'S RIGHT TO ENTRY AND TO RELOCATE PREMISES.................16

       13.1   Right to Entry..............................................16

14.    CONSTRUCTION OF PREMISES...........................................16

15.    SIGNS..............................................................17

16.    SECURITY...........................................................17

17.    EMINENT DOMAIN.....................................................17

18.    SUBORDINATION......................................................17

19.    ESTOPPEL CERTIFICATE...............................................18

20.    ATTORNEYS' FEES....................................................18

21.    PARKING............................................................18

22.    NOTICE.............................................................18

       22.1   Manner of Service...........................................18
       22.2   Change of Place of Service..................................18

23.    HOLDING OVER BY TENANT.............................................18

24.    WAIVER.............................................................19

25.    TIME OF THE ESSENCE................................................19

26.    SUCCESSORS AND ASSIGNS.............................................19

27.    LANDLORD'S RESERVATIONS............................................19

28.    BROKERAGE COMMISSION...............................................19

29.    FINANCIAL STATEMENTS...............................................19

30.    FORCE MAJEURE......................................................20

31.    GOVERNING LAW......................................................20

32.    CAPTIONS AND INTERPRETATIONS.......................................20

33.    SEVERABILITY.......................................................20

34.    LEASE NOT EFFECTIVE UNTIL EXECUTED; AUTHORITY TO EXECUTE LEASE.....20

35.    EXHIBITS AND ADDENDA TO LEASE......................................20

37.    RECORDATION OF LEASE...............................................20

38.    ENTIRE AGREEMENT...................................................20

       SIGNATURES.........................................................21


                                    EXHIBITS

                                                             Reference Section
A.     Premises Floor Plan...............................................1.1
B.     Rules and Regulations.............................................1.3
C.     Standards for Utilities and Services..............................6.1
D.     Work Letter Agreement..............................................14
F.     Form of Estoppel Certificate.......................................19


                                     ADDENDA

ADDENDUM TO LEASE....................................................3 pages


<PAGE>


                          ASTON VIEWS CORPORATE CENTER
                              OFFICE BUILDING LEASE


This Lease is made and entered into at Carlsbad, California, on the 3rd day of
July, 2001 between Aston Views, LLC, a California limited liability company
("Landlord") and Convera Corporation, a Delaware Corporation ("Tenant") as
follows:


1.       PREMISES AND COMMON AREAS.

         1.1 Premises. Landlord hereby leases to Tenant and Tenant hereby leases
from Landlord, for the term, at the rental, and upon all of the terms, covenants
and conditions set forth herein, those certain premises ("Premises"), described
in the Basic Lease Provisions and depicted on the floor plan attached hereto as
Exhibit "A," located at 1808 Aston Avenue, Carlsbad, California, including
parking facilities, landscaping and appurtenances ("Building"). The Premises,
the Building, the other buildings in the development, the Common Areas (defined
below) and the land upon which the same are located are included within the
development commonly described as Aston Views Corporate Center ("Project"). The
actual amount of rentable square footage in the Premises to be confirmed by an
Architect at Landlord's cost using appropriate standards of measurement.

         1.2 Common Areas. All areas of the Buildings and the real property in
the Project that are provided and designated by the Landlord from time to time
for the general, nonexclusive use of Landlord, tenants of the Building and the
Project and their respective agents, employees, suppliers, shippers, customers
and invitees, including, without limiting the generality of the foregoing,
entrances and exits, hallways, stairwells, elevators, restrooms, sidewalks,
driveways, parking areas (subject to the right of Landlord or its licensee to
control access thereto, and to charge for its use), landscaped areas, and other
areas and improvements provided by Landlord for the common use of Landlord and
tenants and their respective employees and invitees, shall be deemed "Common
Areas." The Premises shall include the nonexclusive right to use the Common
Areas in common with and subject to the right of other tenants in the Building
and the Project, and subject to the rules and regulations established by
Landlord.

         1.3 Common Areas Rules and Regulations. Tenant agrees to abide by and
conform to the Rules and Regulations attached hereto as Exhibit "B" with respect
to the Project and Common Areas, and to cause its employees, suppliers,
shippers, customers and invitees to so abide and conform. Landlord or such other
person(s) as Landlord may appoint shall have exclusive control and management of
the Common Areas and shall have the right, from time to time, to modify, amend
and enforce said Rules and Regulations provided such modification does not
adversely affect Tenant's rights or obligations under the Lease. Landlord shall
not be responsible to Tenant for the noncompliance with said Rules and
Regulations by other tenants of the Project, their agents, employees and
invitees.

         1.4      Condition of Premises.

                  1.4.1 Landlord shall deliver the Premises to Tenant in a clean
condition on the Lease Commencement Date (unless Tenant is already in
possession) and Landlord warrants to Tenant that the plumbing, lighting, air
conditioning, and heating system in the Premises shall be in good operating
condition. In the event that it is determined that this warranty has been
violated, then it shall be the obligation of Landlord, after receipt of written
notice from Tenant setting forth with specificity the nature of the violation,
to promptly, at Landlord's sole cost, rectify such violation. Tenant's failure
to give such written notice to Landlord within ninety (90) days after the Lease
Commencement Date or the date that Tenant takes possession of the Premises,
whichever is earlier, shall result in the conclusive presumption that Landlord
has complied with all of its obligations hereunder, that the Premises are fully
completed and are suitable for Tenant's Purposes, that the Building and every
part of it, including the Premises, are in good and satisfactory condition.

                  1.4.2 Landlord warrants to Tenant that the Premises, in the
state existing on the date that the Lease Term commences, but without regard to
alterations or improvements made by Tenant or to the use for which Tenant will
occupy the Premises, does not violate any covenants or restrictions of record,
or any applicable law or ordinance in effect on the Lease Commencement Date,
that would substantially and adversely affect the operation and profitability of
Tenant's business conducted from the Premises. In the event that it is
determined that this warranty has been violated, it shall be the obligation of
Landlord, after receipt of written notice from Tenant setting forth with
specificity the nature of the violation, to promptly, at Landlord's sole cost,
rectify such violation. Tenant's failure to give such written notice to Landlord
within thirty (30) days after the Lease Commencement Date or the date that
Tenant takes possession of the Premises, whichever is earlier, shall result in
the conclusive presumption that Landlord has complied with all of its
obligations hereunder.

                  1.4.3 Except as otherwise provided in this Lease, Tenant
hereby accepts the Premises and the Building Project in their condition existing
as of the Lease Commencement Date or the date that Tenant takes possession of
the Premises, whichever is earlier, subject to all applicable zoning, municipal,
county and state laws, ordinances and regulations governing and regulating the
use of the Premises, and any easements, covenants or restrictions of record, and
accepts this Lease subject thereto and to all matters disclosed thereby and by
any exhibits attached hereto. Tenant acknowledges that it has satisfied itself
by its own independent investigation that the Premises are suitable for its
intended use, and that neither Landlord nor Landlord's agent or agents have made
any representation or warranty as to the present or future suitability of the
Premises, Common Areas, or Building Project for the conduct of Tenant's
business.

         1.5 Changes to Common Areas. Landlord shall have the right, in
Landlord's sole discretion, from time to time to: (a) make changes to the
Building interior and exterior and Common Areas, including, without limitation,
changes in the location, size, shape, number, and appearance thereof, including
but not limited to the lobbies, windows, stairways, air shafts, elevators,
escalators, restrooms, driveways, entrances, parking spaces, parking areas,
loading and unloading areas, ingress, egress, direction of traffic, decorative
walls, landscaped areas and walkways; provided, however, Landlord shall at all
times (a) provide the parking facilities required by the Base Lease Provisions;
(b) close temporarily any of the Common Areas for maintenance purposes so long
as reasonable access to the Premises remains available; (c) designate other land
and improvements outside the boundaries of the Project to be a part of the
Common Areas, provided that such other land and improvements have a reasonable
and functional relationship to the Project; (d) add additional buildings and
improvements to the Common Areas; (e) use the Common Areas while engaged in
making additional improvements, repairs or alterations to the Project, or any
portion thereof, and (f) do and perform such other acts and make such other
changes in, to or with respect to the Common Areas and Project as Landlord may,
in the exercise of sound business judgment deem to be appropriate, and no such
changes shall entitle Tenant to any abatement of rent. Any actions taken by
Landlord under this Section 1.5 shall not adversely affect Tenant's rights or
obligations under the Lease.

2.       TERM

         2.1 Length of Term. The term of this Lease ("Term") shall be for the
Term specified in the Basic Lease Provisions, plus any partial month following
the commencement of the Term ("Commencement Date") if such date is other than
the first day of a calendar month.

         2.2 Commencement Date. The Commencement Date of the Lease shall be
thirty (30) days after the Premises are substantially complete. Substantial
Completion shall be evidenced when (a) final inspection is approved by the City
of Carlsbad and Tenant is legally permitted to occupy the Premises for the
conduct of its business; (b) all Building systems are in good working order to
support the operation of the Premises; and (c) the Tenant Improvements are
complete excepting industry-standard punch-list items.

                  2.2.1 Notwithstanding the Scheduled Commencement Date set
forth in the Basic Lease Provisions, if for any reason Landlord cannot deliver
possession of the Premises to Tenant on said date, Landlord shall not be subject
to any liability therefor, nor shall such failure affect the validity of this
Lease or the obligations of Tenant hereunder or extend the term hereof, but in
such case, Tenant shall not be obligated to pay rent or perform any other
obligations of Tenant under the terms of this Lease, except as may be otherwise
provided in this Lease, until possession of the Premises is delivered to Tenant.
If, however, Landlord shall not have delivered possession of the Premises within
sixty (60) days following said Scheduled Commencement Date for any reason, other
than Tenants Delays as defined in the Work Letter attached hereto as Exhibit "D"
and delays beyond the reasonable control of Landlord, Tenant may, at Tenant's
option, by notice in writing to Landlord within ten (10) days thereafter, advise
Landlord of Tenant's intent to cancel this Lease. Within ten (10) days after its
receipt of such notice, Landlord shall submit to Tenant a statement of all costs
and expenses incurred or irrevocably committed by Landlord for non-standard
improvements to the Premises up to the date of Landlord's receipt of Tenant's
notice of intent to cancel. This Lease shall thereafter be cancelled, and the
parties shall be discharged from all obligations hereunder, if and only if
Tenant reimburses Landlord for all such costs and expenses as stated in
Landlord's notice within ten (10) days after Tenant's receipt thereof, and
Landlord shall thereupon return any money previously deposited by Tenant. If
such written notice of intent to cancel by Tenant is not timely received by
Landlord, or Tenant's reimbursement for such costs and expenses is not timely
received by Landlord, as aforesaid, then in either such event Tenant's right to
cancel this Lease hereunder shall terminate and be of no further force or
effect.

                  2.2.2 Possession of the premises shall be deemed delivered to
Tenant when (1) the improvements to be provided by Landlord under this Lease are
substantially completed, (2) the Building Utilities are ready for use in the
Premises, and (3) Tenant has reasonable access to the Premises.

                  2.2.3 If Tenant occupies the Premises prior to said
Commencement Date (other than to install and/or store furniture and equipment),
such occupancy shall be subject to all provisions of this Lease, such occupancy
shall not change the termination date, and Tenant shall pay rent for such
occupancy.

3.       RENT

         3.1 Base Rent. Subject to adjustment as provided in this Lease, Tenant
shall pay to Landlord for each full calendar month during the Term the Monthly
Base Rent specified in the Basic Lease Provisions and other charges under this
Lease. The Monthly Base Rent shall be payable in advance on the first day of
each calendar month without any deduction or offset. The Monthly Base Rent for
any fractional part of a calendar month at the beginning or end of the term
shall be prorated based upon a 30-day month and 360-day year. Payment of Base
Rent shall be made to Landlord at its address stated herein or to such other
persons or at such other addresses as Landlord may from time to time designate
in writing to Tenant.

         3.2      Annual Increase to Base Rent.

                  3.2.2 Percentage Adjustment. The Monthly Base Rent shall be
increased on each annual anniversary of the Rent Commencement Date by the
percentage set forth in Item 5(b)(ii) of the Basic Lease Provisions.

         3.3      Additional Rent.

                  3.3.1 In addition to the Monthly Base Rent and other sums to
be paid by Tenant to Landlord, Tenant shall pay to Landlord as additional rent
the amount by which Tenant's share of Operating Expenses (defined below) for any
lease year or part thereof during the term exceeds Tenant's Expense Stop Base,
as set forth in the Basic Lease Provisions. Tenant's share of Operating Expenses
shall be an amount equal to the product of the Operating Expenses multiplied by
Tenant's Operating Expense Percentage specified in the Basic Lease Provisions.
For partial lease years during the term, the annual Operating Expenses and
Tenant's Expense Stop Base shall be prorated on a daily basis using a 30-day
month and 360-day year to determine the amount of additional rent due to
Landlord.

                  3.3.2 Landlord shall be entitled to make an estimate of
Operating Expenses projected for each lease year. Landlord shall be entitled to
revise such estimate at any time and from time to time during the lease year to
increase or decrease the estimate of Operating Expenses. If Landlord notifies
Tenant that Landlord's estimate (or any revised estimate) of Operating Expenses
would result in an obligation of Tenant to pay additional rent, then upon
request by Landlord, Tenant shall pay one-twelfth (1/12) of such estimated
additional rent on the first day of each month in advance together with the
Monthly Base Rent. If Landlord shall so notify Tenant after the commencement of
a lease year, then with the next payment of rent due, Tenant shall also pay to
Landlord one-twelfth (1/12) of such estimated additional rent for each month of
such lease year which has already elapsed.

                  3.3.3 Landlord shall provide Tenant with an annual statement
showing Tenant's share of the annual Operating Expenses over Tenants Expense
Stop Base, if any, for the prior lease year, together with any proration.
Landlord shall use all reasonable efforts to deliver the annual statement within
one hundred twenty (120) days after the end of the lease year; provided,
however, that failure of Landlord to deliver the annual statement within such
period shall not impair or constitute a waiver of Tenant's obligations to pay
additional rent or cause Landlord to incur any obligation for damages. If the
amount of the additional rent due for the lease year exceeds any amount paid by
Tenant as estimated additional rent for such lease year, then Tenant shall pay
such excess to Landlord within thirty (30) days of receipt of Landlord's
statement. If the amounts paid as estimated additional rent for a lease year
exceed the amount of Tenant's obligation shown on the annual statement, then
Tenant shall be entitled to a credit against monthly installments of estimated
additional rent due for the then current year. If no further sums of additional
rent are or will become due against which the excess can be credited, then,
subject to offset at Landlord's election against other sums owed by Tenant,
Landlord shall pay such excess to Tenant within ten (10) days after delivery of
the annual statement. All obligations to pay additional rent and/or the
obligation of Landlord to credit or reimburse Tenant for any excess payment of
estimated additional rent shall survive expiration of the term or earlier
termination of this Lease.

                  3.3.4 Tenant shall have a period of sixty (60) days after
delivery of the annual statement of Operating Expenses to question or challenge
the amount shown thereon by giving written notice to Landlord specifying the
items which are challenged. Tenant waives and relinquishes the right to
challenge or object to the amounts shown at any time after expiration of such
sixty (60) day period. If Tenant timely challenges any item shown on the annual
statement, Tenant shall then have a period of ninety (90) days from the date of
Tenant's challenge in which to inspect, during business hours upon reasonable
written notice to Landlord at Landlord's office, Landlord's records relating to
the challenged item or items. Tenant shall give written notice to Landlord prior
to expiration of such ninety (90) days of whether Tenant continues to challenge
any of the items originally objected to, in which case a certification as to
proper amount shall be made by Landlord's independent certified public
accountant, which certification shall be final and conclusive. The cost of such
review shall be paid by Tenant, unless such review reveals an error resulting in
an overcharge to Tenant of five percent (5%) or more, in which case the cost of
such review shall be paid by Landlord. If Tenant fails to review the records or
fails to give timely written notice to Landlord that it continues to object,
then Tenant shall be deemed to have waived its objection and shall have no
further right to challenge or object thereto. Notwithstanding any objection or
challenge of Tenant, Tenant shall pay the amount claimed by Landlord to be due
as and when provided for herein, pending the resolution of Tenant's objection.

                  3.3.5 "Operating Expenses" of the Building mean any and all
costs and expenses of ownership, operation, management, maintenance and repair
of the Building, including the parking facilities and Common Areas. Operating
Expenses include, but are not limited to, each of the following costs and
expenses:

                           3.3.5.1 All costs and expenses of utilities furnished
to the Building and not separately metered to individual tenants, including
without limitation, all costs and expenses attributable to supply of electrical
service, water and sewage service, natural gas, cable television or other
electronic or microwave signal reception, telephone service or other
communication, steam, heat, cooling, or any other service which is now or in the
future a utility furnished to the Building.

                           3.3.5.2 All real property taxes, which shall include
(a) any form of tax or assessment, license fee, license tax, tax or excise on
rent or any other levy, charge, expense or imposition made or required by any
federal, state, county, city, district or other political subdivision on any
interest of Landlord and/or Tenant in the Premises or the Building, including
without limitation, the underlying real property and appurtenances; (b) any fee
for services charged by any governmental agency or quasi-governmental agency for
any services such as fire protection, street, sidewalk and road maintenance,
refuse collection, school systems, or other services provided to property owners
and residents within the general area of the Building; (c) any governmental
impositions allocable to or measured by the area of the Premises or the amount
of any rent payable under this Lease, including, without limitation, any tax on
gross receipts or any excise tax or other charges levied by any federal, state,
county, city, district or other governmental agency or political subdivision
with respect to rent or upon or with respect to the operation, maintenance,
alteration, repair, use or occupancy of the Premises or any portion thereof;
(d) any impositions by any governmental agency on this Lease transaction or with
respect to any document to which Tenant is a party creating or transferring an
interest or an estate in the Premises; and (e) any increase in any of the
foregoing based upon construction of improvements at the Building or changes in
ownership (as defined in the California Revenue and Taxation Code) of the
Building. Real property taxes shall not include taxes on the Landlord's net
income, state franchise taxes or any inheritance, estate or gift taxes.

                           3.3.5.3 Operating costs and common facilities costs,
which shall include all reasonable costs of managing, operating, maintaining and
repairing the Building, including all Common Areas and facilities of the
Building. Such costs shall include, without limitation, all expenses for
insurance obtained by Landlord (including, without limitation, public liability,
contractual liability, property damage, fire and extended coverage, sprinkler
damage, theft, malicious mischief and vandalism, flood, rental interruption,
boiler and machinery, earthquake, all risk coverage, and other coverages in such
amounts as a reasonably prudent Landlord would carry in connection with
ownership and operation of a first class building in San Diego County,
California, or such other insurance as may be required by any present or future
lender of loans secured by the Building), labor and supplies, license, permit
and inspection fees, all assessments and special assessments due to deed
restrictions, declarations and/or owners associations which accrue against the
Building, the cost of compensation (including employment taxes, similar
governmental charges, and fringe benefits) with respect to all persons who
perform duties in connection with landscaping, janitorial, painting, window
washing and general cleaning services, security services and any other services
related to the operation, maintenance or repair of the Building (as well as the
cost of all supplies, materials, tools and equipment used in conjunction
therewith), the fair market rental value of the Building management office,
management fees (at an attributed fair market rate not to exceed 4% of gross
rent if Landlord itself provides such management services), legal expenses,
accounting expenses, and consultant's fees.

                           3.3.5.4 If the Building is not at least 90% 95%
occupied during all or a portion of any lease year including the base year for
Tenant's Expense Stop Base, then Landlord shall make an appropriate adjustment
of the Operating Expenses for such lease year to determine what the Operating
Expenses would have been for such year if the Building had been 95% occupied,
and the amount so determined shall be deemed to be the amount of the Operating
Expenses for such year.

                           3.3.5.5 All costs and expenses for replacement of
equipment or improvements that have a useful life of five (5) years or less,
amortized on a straight line basis over such useful life.

                           3.3.5.6 All costs and expenses for operation,
management, maintenance and repair of the parking facilities.

                           3.3.5.7 Appropriate reserves to provide for
maintenance, repair and replacement of improvements in the Building, as
determined by Landlord consistent with prudent accounting practices.

                           3.3.5.8 Any other service to be provided by Landlord
that is elsewhere in this Lease stated to be an "Operating Expense."

                           3.3.5.9 The costs of any capital improvements made to
the Building for the purpose of reducing Operating Expenses or pursuant to the
requirements of any governmental entity, such costs to be amortized over their
useful life.

                  3.3.6 Operating Expenses shall not include the following costs
and expenses:
                           3.3.6.1 Depreciation of the Building.

                           3.3.6.2 Payments of principal and interest on any
loans secured by the Building.
                           3.3.6.3 Any expenses paid by Tenant directly to third
parties, or as to which Landlord is otherwise reimbursed by any third party, any
other tenant or insurance proceeds.

                           3.3.6.4 Interest or penalties for late payment of
real estate taxes.

                           3.3.6.5 Capital improvements, except as allowed by
Section 3.3.5.8.

                           3.3.6.6 Commissions paid for leasing, construction
permits and fees, or costs of alteration of the Building.

         3.4 Tenant's Charges. Charges for any services, goods or materials
furnished by Landlord at Tenant's request, and charges for services, goods and
materials furnished by Landlord as a result of extraordinary uses or demands by
Tenant in excess of those typical of other tenants in the Building with general
office usage, shall not be included in Operating Expenses but shall be payable
by Tenant as additional rent within thirty (30) days after Landlord delivers a
statement for such services, goods or materials to Tenant.

         3.5 Late Charges. Tenant hereby acknowledges that late payment by
Tenant to Landlord of the Monthly Base Rent, Tenant's share of Operating
Expenses or other sums due hereunder will cause Landlord to incur costs not
contemplated by this Lease, the exact amount of which will be extremely
difficult to ascertain. Such costs include, but are not limited to,
administrative, processing and accounting charges, and late charges which may be
imposed on Landlord by the terms of any mortgage or trust deed covering the
Project. Accordingly, if any installment of the Monthly Base Rent, Operating
Expenses, or any other sum due from Tenant shall not be received by Landlord or
Landlord's designee within ten (10) days after such amount shall be due, then,
without any requirement for notice to Tenant,Tenant shall pay to Landlord a late
charge equal to five percent (5%) of such overdue amount. Landlord shall hereby
grant Tenant one (1) free mistake in any twelve (12) month period whereby no
late charge shall be assessed on the overdue amount. The parties hereby agree
that such late charge represents a fair and reasonable estimate of the costs
Landlord will incur by reason of late payment by Tenant. Acceptance of such late
charge by Landlord shall in no event constitute a waiver of Tenant's default
with respect to such overdue amount, nor prevent Landlord from exercising any of
the other rights and remedies granted hereunder.

         3.6 Interest on Past Due Obligations. Any amount due from Tenant to
Landlord hereunder which is not paid when due shall bear interest at the rate of
ten percent (10%) per annum, or the maximum rate then allowable by law,
whichever is lower, from the due date until paid, The payment of interest on
such amounts shall not excuse or cure any default by Tenant under this Lease;
provided, however, that interest shall not be payable on late charges to be paid
by Tenant under this Lease.

         3.7 Security Deposit. Tenant shall pay to Landlord, immediately upon
execution of this Lease, the sum specified in the Basic Lease Provisions as
security for the full and faithful performance of every provision of this Lease
to be performed by Tenant. If Tenant defaults with respect to any provisions of
this Lease, including, but not limited to, the provisions relating to the
payment of rent, Landlord may (but shall not be required to) use, apply or
retain all or any part of this security deposit for the payment of any rent or
any other sum in default, or for the payment of any other amount which Landlord
may spend or become obligated to spend by reason of Tenant's default, or to
compensate Landlord for any other loss or damage which Landlord may suffer by
reason of Tenant's default. If any portion of said deposit is so used or
applied, Tenant shall, within ten (10) days after written demand therefor,
deposit cash with Landlord in an amount sufficient to restore the security
deposit to its original amount and Tenant's failure to do so shall be a material
breach of this Lease. Landlord shall not be required to keep this security
deposit separate from its general funds, and Tenant shall not be entitled to
interest on such deposit. No trust relationship is created hereby with respect
to such security deposit. If Tenant shall fully and faithfully perform every
provision of this Lease to be performed by it, the security deposit or any
balance thereof shall be returned to the Tenant (or at the Landlord's option, to
the last assignee of Tenant's interests hereunder) within thirty (30) days upon
expiration of the Term.

4.       USE

         4.1 Permitted Uses. Tenant shall use and occupy the Premises during the
Term of this Lease solely for and in accordance with the use specified in the
Basic Lease Provisions and for no other use or uses without the prior written
consent of Landlord, which consent can be granted or withheld in Landlord's
absolute discretion. Tenant shall not use or permit the use of the Premises in a
manner that creates waste or a nuisance, or that disturbs owners and/or
occupants of, or causes damage to, neighboring premises or properties.

         4.2 Prohibited Uses. Notwithstanding any other provision of this Lease,
Tenant shall not use the Premises or any part thereof for the purpose of
operating an executive, administrative or legal business center providing office
space, administrative and support services to sublessees or other users
occupying the Premises for general office purposes.

         4.3 Changes in Use. No change in the restrictions on use of the
Premises set forth in this Lease shall be permitted without the prior written
consent of Landlord, which consent may be granted or withheld in the sole and
absolute discretion of Landlord.

         4.4 Compliance With Laws. Tenant shall comply with all laws,
ordinances, rules and regulations pertaining to Tenant's use of the Premises or
the Building. Tenant shall maintain the Premises in a clean, safe, sanitary and
proper manner and shall pay for any damage to the Premises or to any other part
of the Building caused by any negligence, willful act, misuse or abuse by Tenant
or any of its agents, employees, licensees or invitees. Tenant shall conduct its
business and occupy the Premises, shall not create any nuisance, interfere with,
annoy or disturb any other tenant in the Building or Landlord in its management
thereof, and shall not injure the reputation of the Building. Tenant agrees to
abide by all reasonable rules and regulations established by Landlord from time
to time with respect to the Building. A copy of the rules and regulations in
existence on the date of this Lease is attached hereto as Exhibit "B," but
Landlord reserves the right to amend the rules and regulations at any time by
giving notice of amendment to Tenant, if Landlord determines such amendments to
be to the best interests of the Building and its tenants and do not materially
adversely affect Tenant's rights or obligations under the Lease.

         4.5 Insurance Use Requirements. Tenant shall neither use nor occupy the
Premises in any manner, nor commit or omit any act, resulting in a cancellation
or reduction of any insurance or increase in premiums on any insurance policy
covering the Premises, or the property or Building. Tenant shall, at its
expense, comply with all requirements of any insurer pertaining to the use of
the Premises and reasonably necessary for maintenance of economic and proper
fire, liability and other insurance desired to be carried by Landlord. Tenant
shall promptly, upon demand, reimburse Landlord for any additional premium
charged for any insurance policy by reason of Tenant's failure to comply with
the provisions of this Section.

5.       MAINTENANCE, REPAIR AND ALTERATION OF PREMISES

         5.1 Maintenance and Repair. Landlord shall repair and maintain the
structural and mechanical portions of the Building, including basic plumbing,
heating, ventilating, air conditioning and electrical systems installed or
furnished by Landlord, and Landlord shall keep all Common Areas in good, clean
and sanitary order, and the costs thereof shall be includable as Operating
Expenses; provided, however, that if maintenance and repairs are caused by the
act, neglect, or omission of any duty by Tenant, its agents, servants, employees
or contractors, then Tenant shall pay to Landlord, as additional rent, the
reasonable cost of such maintenance and repairs (less insurance proceeds
received by Landlord). Except as provided in Paragraph 8.5, there shall be no
abatement of rent or liability to Tenant on account of any injury or
interference with Tenant's business with respect to any improvements,
alterations or repairs made by Landlord to the Project or any part thereof.
Tenant expressly waives the benefits of any statute now or hereafter in effect
which would otherwise afford to Tenant a right to make repairs at Landlord's
expense or to terminate this Lease because of Landlord's failure to keep the
Premises in good order, condition and repair. Notwithstanding Landlord's
obligation to the keep the Building in good condition and repair, for that
portion of the cost of any maintenance and repair of the Building or any
equipment (wherever located) that serves only Tenant or the Premises, Tenant
shall be responsible for payment of the cost thereof to Landlord as additional
rent to the extent such cost is attributable to causes related to Tenant's
specific use beyond normal wear and tear. Tenant shall be responsible for the
cost of painting, repairing or replacing wallcoverings, and for the cost of
repairing or replacing any Premises improvements that are not ordinarily a part
of the Building or that require maintenance at a level more expensive than that
prevailing in the Buildings. Landlord may, at its option, upon reasonable
notice, elect to have Tenant perform any maintenance or repair, the cost of
which is solely Tenant's responsibility hereunder.

         5.2 Alterations. Tenant shall make no alterations, additions or
improvements to the Premises (whether structural or nonstructural) without
Landlord's prior written consent, which consent shall not be unreasonably
withheld, delayed or conditioned. If any alteration, addition or improvement is
made by Tenant without such consent, Landlord shall have the right to require
Tenant to remove the same at any time during the Term. If Tenant shall request
Landlord's consent for any alterations, additions or improvements, then Tenant
shall submit detailed plans, specifications and an itemized budget for making
such alterations, additions or improvements. Landlord may impose any conditions
to any consent as Landlord shall in its discretion deem to be necessary or
advisable, including without limitation the hours when work may be performed.
Any approved alteration, addition or improvement shall be made only by
contractors or mechanics approved by both Tenant and Landlord. Tenant shall
provide Landlord with as-built plans and specifications for any alterations,
additions or improvements. Tenant covenants and agrees that all work done by
Tenant shall be performed in full compliance with all laws, rules, orders,
ordinances, regulations, permits and requirements of any insurance rating bureau
used by insurers selected to carry Landlord's insurance, and of any similar
body. Tenant shall pay, when due, all claims for labor or materials furnished or
alleged to have been furnished to or for Tenant at or for use on the Premises,
which claims are or may be secured by any mechanics or materialmen's lien
against the Premises or any interest therein. If Tenant shall, in good faith,
contest the validity of any such lien, claim or demand, then Tenant shall, at
its sole expense defend and protect itself, Landlord, and the Premises against
the same and shall pay and satisfy any such adverse judgment that may be
rendered thereon before the enforcement thereof against the Landlord or the
Premises. Before commencing any work, Tenant shall give Landlord at least five
business (5) days' written notice of the proposed commencement of such work and
shall, if required by Landlord, secure at Tenant's own cost and expense, a
completion and lien indemnity bond satisfactory to Landlord for said work and
such other comprehensive general public liability insurance, builders risk
insurance, and other such insurance coverages so as to protect the insurable
interests of Landlord, Tenant, contractors and subcontractors in amounts and on
forms as may be requested by Landlord. Landlord may enter upon the Premises, in
such case, for the purpose of posting appropriate notices, including, but not
limited to, notices of nonresponsibility.

         5.3 Condition on Termination. On the last day of the Term hereof, or on
any sooner termination, Tenant shall surrender the Premises to Landlord in the
same condition as received, ordinary wear and tear excepted, and Premises damage
to the extent not caused by Tenant excepted, clean and free of debris. Any
damage or deterioration of the Premises shall not be deemed ordinary wear and
tear if the same could have been prevented by good maintenance practices by
Tenant. Landlord may require the removal of any or all alterations, additions or
improvements made by Tenant prior to the termination of the Lease and
restoration of the Premises and the Project to their prior condition (i.e., the
condition as of the Commencement Date), at Tenant's expense unless such
alteration, addition or improvement was made with the written consent of
Landlord and Landlord's consent that such alteration, addition or improvement
would not have to be removed at the termination of the Lease.. All alterations,
additions and improvements which Landlord does not require Tenant to remove
shall become Landlord's property and shall be surrendered to Landlord upon
termination of the Lease. In no event shall Tenant remove any materials or
equipment from the Premises without Landlord's prior written consent, including,
but not limited to, any power wiring or power panels, lighting or lighting
fixtures, wall coverings, window coverings, carpets, other affixed floor
coverings, heaters, air conditioners or any other heating or air conditioning
equipment, fencing or security gates or other similar Building operating
equipment and decorations.

6.       UTILITIES AND SERVICES

         6.1 Utilities and Services Furnished by Landlord. Provided that Tenant
is not in default under this Lease, Landlord agrees to furnish or cause to be
furnished to the occupied portion of the Premises the utilities and services
described in Exhibit "C."

         6.2 Utilities and Services Furnished by Tenant. Tenant shall pay for
all water, gas, heat, light, power, telephone and other utilities and services
specially or exclusively supplied and/or metered exclusively to the Premises or
to Tenant, together with any taxes thereon.

         6.3 Interruption of Service. Landlord shall not be liable in damages or
otherwise for any failure or interruption of any utility service being furnished
to the Premises, unless through the negligence of the Landlord or its agents,
and no such failure or interruption shall entitle Tenant to terminate this
Lease, or to an abatement of the Monthly Base Rent, additional rent or other
charges due hereunder.

7.       INSURANCE AND INDEMNITY

         7.1 Tenant's Liability Insurance. Tenant shall carry at its own expense
throughout the term of this Lease, commercial general liability insurance
covering the Premises and appurtenant areas, and Tenant's use thereof, and
protecting Tenant and Landlord (as an additional insured) against claims for
bodily injury, personal injury and property damage based upon, involving or
arising out of the ownership, use, occupancy or maintenance of the Premises and
all areas appurtenant thereto. Such insurance shall be on an occurrence basis
providing single limit coverage in an amount not less than $1,000,000 per
occurrence with an "Additional Insured--Managers or Lessors of Premises"
Endorsement and shall contain the "Amendment of Pollution Exclusion" for damage
caused by heat, smoke or fumes from a hostile fire. The policy shall not contain
any intra-insured exclusions as between insured persons or organizations, but
shall include coverage for liability assumed under this Lease as an "insured
contract" for the performance of Tenant's indemnity obligations under this
Lease. Such insurance shall also cover Tenant's contractual liability under this
Lease in an amount periodically adjusted as hereinafter provided to conform to
then current standard business practices for comparable business operations, but
in no case less than the amounts shown in the applicable Basic Lease Provisions.
The liability limit of such insurance shall not, however, limit Tenant's
liabilities assumed under this Lease. Tenant shall keep in full force and effect
a policy or policies of worker's compensation insurance as required by law, and
with employees liability coverage for bodily injury by accident of not less than
$2,000,000 for each accident, and for bodily injury by disease of not less than
$2,000,000 for each employee and for the policy limit. If required by Landlord,
then the amounts of general liability and employers liability insurance shall be
increased from time to time (but in no event more frequently than once every
three (3) years) to an amount reasonably determined by Landlord as may be
required, given the then current economic conditions and the size of damage
awards generally, to approximate the same level of protection as was provided on
the Commencement Date.

         7.2 Tenant's Casualty Insurance. Tenant shall, at Tenant's expense,
obtain and keep in force during the term of this Lease, replacement cost, fire
and extended coverage insurance, with vandalism and malicious mischief,
sprinkler leakage and earthquake endorsements, in an amount sufficient to cover
not less than 100% of the full replacement cost, as the same may exist from time
to time, of all of Tenant's personal property, fixtures, equipment and Tenant
improvements. Tenant agrees that all personal property of whatever kind,
including, without limitation, inventory and/or goods stored at or about the
Premises, Tenant's trade fixtures and Tenant's interest in tenant improvements
which may be at any time located in, on or about the Premises or the Building,
whether owned by Tenant or third parties, shall be at Tenant's sole risk or at
the risk of those claiming through Tenant, and that Landlord shall not be liable
for any damage to or loss of such property except for loss or damage arising
from or caused by the sole gross negligence of Landlord or any of Landlord's
officers, employees, agents or authorized representatives acting within the
scope of their authority.

         7.3 Form of Insurance Policies. Insurance required hereunder shall be
in companies duly licensed to transact business in the state where the Premises
are located, and maintaining during the Policy term a "General Policyholders
Rating" of at least B+, V, or such other rating as may be required by any lender
having a lien on the Premises, as set forth in the most current issue of "Bests
Insurance Guide." Tenant shall not do or permit to be done anything which shall
invalidate any insurance policy referred to in this Paragraph 7. Tenant shall
provide Landlord with copies of insurance policies or certificates of insurance
prior to the Commencement Date of the Lease and shall provide to Landlord copies
of replacement policies at least ninety (90) days prior to the date of
expiration of a policy. A binder or certificate of insurance shall be sufficient
evidence of insurance pending issuance of a policy; provided, however, that
Tenant shall forward a copy of each policy to Landlord when issued. Such
insurance policies shall be on forms reasonably acceptable to Landlord and shall
be on an occurrence basis. Such insurance shall name Landlord, any management
agent from time to time designated by Landlord, any lender of Landlord as
additional insureds, and shall provide that coverage of additional insureds
shall be primary and that any insurance maintained by Landlord shall be excess
only. Such insurance shall provide that the interests of Landlord, Tenant and
other insureds shall be severable such that the act or omission of one insured
shall not avoid or reduce the coverage of other insureds. Such insurance shall
contain endorsements (a) stating that the insurer agrees to notify Landlord in
writing not less than thirty (30) days in advance of modification or
cancellation thereof, (b) deleting any employee exclusion on personal injury
coverage, (c) deleting any exclusion from liability caused by serving alcoholic
beverages incidental to Tenant's business, and (d) providing for coverage for
employees non-owned automobile liability. Failure of Tenant to maintain
insurance coverages required by this Lease for any time period during the Term
or failure of Tenant to deliver evidence of insurance or copies of policies
shall be material defaults under this Lease.

         7.4 Landlord Insurance. Landlord shall carry such insurance with
respect to the Building, of the type and amounts as Landlord, in its sole
discretion, shall deem reasonably appropriate. The cost of any such insurance
shall be includable as Operating Expenses pursuant to Section 3.3 above. If
Tenant fails to maintain, or to provide Landlord with, evidence of the required
insurance coverages, Landlord shall have the right, but not the obligation, to
obtain such insurance coverages on Tenant's behalf. The cost of such insurance
coverages shall be deemed additional rent payable by Tenant to Landlord upon
demand.

         7.5 Waiver of Liability of Landlord. Except in the event of Landlord's
negligence or willful misconduct, Tenant hereby agrees that Landlord shall not
be liable for (a) injury to Tenant's business or any loss of income therefrom,
(b) loss of or damage to the goods, wares, merchandise or other property of
Tenant, Tenant's employees, invitees, customers, or any other person in or about
the Premises or the Project with the exception of the Common Areas, or (c)
injury to the person of Tenant, Tenant's employees, agents, contractors,
invitees, customers, or any other person in or about the Premises or the Project
with the exception of the Common Areas, whether such damage is from rain, or
from the breakage, injury is caused by or results from theft, fire, steam,
electricity, gas, water or leakage, obstruction or other defects of pipes.
sprinklers, wires, appliances. plumbing, air conditioning or lighting fixtures,
from indoor air pollution, electromagnetic radiation or other conditions
associated with the so-called "sick building syndrome," or from any other cause,
whether damage or injury results from conditions arising upon the Premises or
upon other portions of the Project, or from other sources or places appurtenant
to the Premises and regardless of whether the cause of such damage or injury or
the means of repairing the same is inaccessible to Tenant. Landlord shall not be
liable for any damages arising from any act or neglect of any other tenant,
occupant, or user of the Project, nor from the failure of Landlord to enforce
the provisions of any other lease of any other tenant in the Project.

         7.6 Landlord's Liability. Anything contained in this Lease to the
contrary notwithstanding, Tenant agrees that Tenant shall look solely to the
estate and property of Landlord in the Project for the collection of any
judgment or other judicial process requiring the payment of money by Landlord
for any default or breach by Landlord under this Lease, subject, however, to the
prior rights of any mortgagee or lessor of the Project. No other assets of
Landlord or any members, partners, shareholders, or other principals of Landlord
shall be subject to levy, execution or other judicial process for the
satisfaction of Tenant's claim.

         7.7 Indemnity by Tenant of Landlord. Tenant shall indemnify and hold
harmless Landlord and its agents, Landlord's master or ground landlord, members,
partners and lenders, from and against any and all claims for damage to the
person or property of anyone or any entity arising from Tenant's use of the
Project, or from the conduct of Tenant's business or from any activity, work or
things done, permitted or suffered by Tenant in or about the Premises or
elsewhere, and shall further indemnify and hold harmless Landlord from and
against any and all claims, costs and expenses arising from any breach or
default in the performance of any obligation on Tenant's part to be performed
under the terms of this Lease, or arising from any act or omission of Tenant, or
any of Tenant's agents, contractors, employees or invitees and from and against
all costs, attorney's fees, expenses and liabilities incurred by Landlord as the
result of any such use, conduct, activity, work, things done, permitted or
suffered, breach, default or negligence, and in dealing reasonably therewith,
including but not limited to the defense or pursuit of any claim or any action
or proceeding involved therein; and in case any action or proceeding be brought
against Landlord by reason of any such matter, Tenant upon notice from Landlord
shall defend the same at Tenant's expense by counsel reasonably satisfactory to
Landlord and Landlord shall cooperate with Tenant in such defense. Landlord need
not have first paid any such claim in order to be so indemnified. Tenant, as a
material part of the consideration to Landlord, hereby assumes all risk of
damage to property of Tenant or injury to persons, in, upon or about the Project
arising from any cause and Tenant hereby waives all claims in respect thereof
against Landlord.

         7.8 Indemnity by Landlord of Tenant. Landlord shall indemnify and hold
harmless Tenant and its agents, members,partners and lenders, from and against
any and all claims for damage to theperson or property of anyone or any entity
arising from Landlord's use of the Project, or from the conduct of Landlord's
business or from any activity, work or things done, permitted or suffered by
Landlord in or about the Premises or elsewhere, and shall further indemnify and
hold harmless Tenant from and against any and all claims, costs and expenses
arising from any breach or default in the performance of any obligation on
Landlord's part to be performed under the terms of this Lease, or arising from
any act or omission of Landlord, or any of Landlord's agents, contractors,
employees or invitees and from and against all costs, attorney's fees, expenses
and liabilities incurred by Tenant as the result of any such use, conduct,
activity, work, things done, permitted or suffered, breach, default or
negligence, and in dealing reasonably therewith, including but not limited to
the defense or pursuit of any claim or any action or proceeding involved
therein; and in case any action or proceeding be brought against Tenant by
reason of any such matter, Landlord upon notice from Tenant shall defend the
same at Landlord's expense by counsel reasonably satisfactory to Landlord and
Tenant shall cooperate with Landlord in such defense. Tenant need not have first
paid any such claim in order to be so indemnified.

         7.9 Waiver of Subrogation. Tenant and Landlord each hereby release and
relieve the other, and waive their entire right of recovery against the other,
for direct or consequential loss or damage arising out of or incident to the
perils covered by property insurance carried by such party, whether due to the
negligence of Landlord or Tenant or their agents, employees, contractors and/or
invitees. If necessary all property insurance policies required under this Lease
shall be endorsed to so provide.

8.       DAMAGE OR DESTRUCTION

         8.1 Definitions

                  8.1.1 "Premises Damage" shall mean that the Premises are
damaged or destroyed to any extent.

                  8.1.2 "Building Partial Damage" shall mean that the building
of which the Premises are a part is damaged or destroyed to the extent that the
cost to repair is less than fifty percent (50%) of the then Replacement Cost of
the building.

                  8.1.3 "Building Total Destruction" shall mean that the
building of which the Premises are a part is damaged or destroyed to the extent
that the cost to repair is fifty percent (50%) or more of the then Replacement
Cost of the building.

                  8.1.4 "Project Total Destruction" shall mean that the Project
(as defined in paragraph 1.1) is damaged or destroyed to the extent that the
cost of repair is fifty percent (50%) or more of the then Replacement Cost of
the Project.

                  8.1.5 "Insured Loss" shall mean damage or destruction caused
by an event required to be covered by the insurance described in Section 7. The
fact that an Insured Loss has a deductible amount shall not make the loss an
uninsured loss.

                  8.1.6 "Replacement Cost" shall mean the amount of money
necessary to be spent in order to repair or rebuild the damaged area to the
condition that existed immediately prior to the occurrence of the damage,
excluding all improvements made by tenants, other than those installed by
Landlord at Tenant's expense.

         8.2      Premises Damage; Premises Building Partial Damage

                  8.2.1 Insured Loss. Subject to the provisions of paragraphs
8.4 and 8,5, if at any time during the term of this Lease there is damage which
is an Insured Loss and which falls into the classification of either Premises
Damage or Building Partial Damage, then Landlord shall, as soon as reasonably
possible and to the extent the required materials and labor are readily
available through usual commercial channels, at Landlord's expense, repair such
damage (but not Tenant's fixtures, equipment or tenant improvements originally
paid for by Tenant) to its condition existing at the time of the damage, and
this Lease shall continue in full force and effect. Tenant shall have the right
to terminate the Lease if repairs can't be completed within 180-270 days.

                  8.2.2 Uninsured Loss. Subject to the provisions of paragraphs
8.4 and 8.5, if at any time during the term of this Lease there is damage which
is not an Insured Loss and which falls within the classification of Premises
Damage or Building Partial Damage, unless caused by a negligent or willful act
of Tenant (in which event Tenant shall make the repairs at Tenant's expenses),
which damage prevents Tenant from making any substantial use of the Premises,
Landlord may at Landlord's option either (i) repair such damage as soon as
reasonably possible at Landlord's expense, in which event this Lease shall
continue in full force and effect, or (ii) give written notice to Tenant within
thirty (30) days after the date of the occurrence of such damage of Landlord's
intention to cancel and terminate this Lease as of the date of the occurrence of
such damage, in which event this Lease shall terminate as of the date of the
occurrence of such damage. Tenant shall have the right to terminate the Lease if
repairs can't be completed within 180-270 days, unless caused by a negligent or
willful act of Tenant, in which Tenant shall make repairs at Tenant's expense...

         8.3 Building Total Destruction; Project Total Destruction. Subject to
the provisions of paragraphs 8.4 and 8.5, if at any time during the term of this
Lease there is damage, whether or not it is an Insured Loss, which falls in the
classifications of either (i) Building Total Destruction, or (ii) Project Total
Destruction, then Landlord may at Landlord's option either (i) repair such
damage or destruction as soon as reasonably possible at Landlord's expense (to
the extent the required materials are readily available through usual commercial
channels) to its condition existing at the time of the damage, but not Tenant's
fixtures, equipment or tenant improvements, and this Lease shall continue in
full force and effect, or (ii) give written notice to Tenant within thirty (30)
days after the date of occurrence of such damage of Landlord's intention to
cancel and terminate this Lease, in which case this Lease shall terminate as of
the date of the occurrence of such damage.

         8.4 Damage Near End of Term.

                  8.4.1 Subject to paragraph 8.4.2, if at any time during the
last twelve (12) months of the term of this Lease there is substantial damage to
the Premises, Landlord may at Landlord's option cancel and terminate this Lease
as of the date of occurrence of such damage by giving written notice to Tenant
of Landlord's election to do so within thirty (30) days after the date of
occurrence of such damage.

                  8.4.2 Notwithstanding paragraph 8.4.1, in the event that
Tenant has an option to extend or renew this Lease, and the time within which
said option may be exercised has not yet expired, Tenant shall exercise such
option, if it is to be exercised at all, no later than thirty (30) days after
the occurrence of an Insured Loss falling within the classification of Premises
Damage during the last twelve (12) months of the term of this Lease. If Tenant
duly exercises such option during said thirty (30) day period, Landlord shall,
at Landlord's expense, repair such damage, but not Tenant's fixtures. equipment
or tenant improvements, as soon as reasonably possible and this Lease shall
continue in full force and effect. If Tenant fails to exercise such option
during said thirty (30) day period, then Landlord may at Landlord's option
terminate and cancel this Lease as of the expiration of said thirty (30) day
period by giving written notice to Tenant of Landlord's election to do so within
ten (10) days after the expiration of said thirty (30) day period,
notwithstanding any term or provision in the grant of option to the contrary.

         8.5 Abatement of Rent; Tenant's Remedies

                  8.5.1 In the event Landlord repairs or restores the Building
or Premises pursuant to the provisions of Section 8, and any part of the
Premises are not useable (including loss of use due to loss of access or
essential services), the rent payable hereunder (including Tenant's Share of
Operating Expenses) for the period during which such damage, repair or
restoration continues shall be abated, provided (1) the damage was not the
result of the negligence of Tenant, and (2) such abatement shall only be to the
extent the operation and profitability of Tenant's business as operated from the
Premises is adversely affected. Except for said abatement of rent, if any,
Tenant shall have no claim against Landlord for any damage suffered by reason of
any such damage, destruction, repair or restoration.

                  8.5.2 If Landlord shall be obligated to repair or restore the
Premises under the provisions of this Section 8 and shall not commence, in a
substantial and meaningful way, the repair or restoration of the Premises within
ninety (90) days after such obligation shall accrue, Tenant may, at any time
prior to the commencement of such repair or restoration, give written notice to
Landlord and to any lenders of which Tenant has actual notice of Tenant's
election to terminate this Lease on a date not less than sixty (60) days
following the giving of such notice. If Tenant gives such notice to Landlord and
such lenders and such repair or restoration is not commenced within thirty (30)
days after receipt of such notice, this Lease shall terminate as of the date
specified in said notice. If Landlord or a lender commences the repair or
restoration of the Premises within thirty (30) days after receipt of such
notice, this Lease shall continue in full force and effect. "Commence" as used
in this Paragraph shall mean either the unconditional authorization of the
preparation of the required plans, or the beginning of the actual work on the
Premises, whichever first occurs.

                  8.5.3 Tenant agrees to cooperate with Landlord in connection
with any such restoration and repair, including but not limited to the approval
and/or execution of plans and specifications required.

         8.6 Termination-Advance Payments. Upon termination of this Lease
pursuant to Section 8, an equitable adjustment shall be made concerning advance
rent and any advance payments made by Tenant to Landlord. In addition, Landlord
shall, within thirty (30) days of lease termination, return to Tenant so much of
Tenant's security deposit as has not theretofore been applied by Landlord.

         8.8 Insurance Limitation. Notwithstanding anything else to the contrary
contained in this Section 8, Landlord shall have no obligation to pay for the
repair or restoration of damage or destruction to the Premises caused by fire or
other casualty more than the amount of the insurance proceeds payable for the
benefit of Landlord by reason of such damage or destruction, plus any amounts
actually paid by Tenant as required in this Section 8 for the excess of the cost
of reconstructing tenant improvements over the original cost of such repairs,
then the original cost of such tenant improvements paid initially by Landlord.
If the sum of such insurance proceeds, plus the amount so paid by Tenant, is not
sufficient to cover the cost of such repairs, Landlord may elect to so repair or
restore and the Lease shall continue in full force and effect, or Landlord may
elect not to repair or restore and the Lease shall then terminate.

9.       TAXES

         Tenant shall pay all taxes and license fees levied, assessed or imposed
by reason of Tenant's use of the Premises, and all taxes on Tenant's trade
fixtures, furnishings, equipment and all other personal property located on the
Premises. If any of Tenant's personal property shall be assessed with Landlord's
real property, Tenant shall pay to Landlord the taxes attributable to Tenant
within ten (10) days after receipt of a written statement setting forth the
taxes applicable to Tenant's property. Landlord shall pay all property taxes or
assessments applicable to the Project, subject to reimbursement by 'Tenant of
Tenant's share of such taxes in accordance with the provisions of Section 3.3.

10.      ASSIGNMENT AND SUBLETTING

         10.1 Prohibition of Assignment or Sublet. Except as otherwise provided
herein, Tenant shall not assign, transfer, mortgage or otherwise encumber,
voluntarily or by operation of law, this Lease or any interest hereof, or sublet
the Premises or any portion thereof, or permit any other person to occupy the
Premises or any portion thereof without the express written consent of Landlord,
which consent shall not be unreasonably withheld or delayed and shall, in any
event, be subject to the provisions of Section 10.2 below. Tenant shall have the
right at any time to assign or sublease or otherwise permit occupancy
(collectively "transfer") of all or any portion of the Premises to any entity
which is controlled by or which controls or is under common control of Tenant.
Tenant also may transfer the Lease to any successor entity, whether by merger,
consolidation or otherwise, and to any entity that purchases all or
substantially all of the Tenant's assets. No such sublease, assignment or other
transaction shall require Landlord's approval or consent and Tenant shall have
the right to keep all of the profit, if any, wherefrom. Tenant's subtenants and
assignees shall also have the right to assign and sublet subject to the same
consent requirements. Landlord shall also grant, and cause each of its lenders
to grant, to any assignee and each subtenant of Tenant, the equivalent of a
recognition and non-disturbance agreement. Consent to one assignment or
subletting shall not constitute a waiver of this provision or consent to any
further assignment or subletting. Tenant shall reimburse Landlord for any
reasonable costs and expenses, including but not limited to legal expenses,
incurred by Landlord in connection with its review of any proposed assignment or
subletting, whether or not Landlord gives its consent. No assignee for the
benefit of creditors, trustee in bankruptcy or purchaser at any execution sale,
shall have the right to possess or occupy the Premises or any part thereof, or
claim and right hereunder or assignment.

         10.2     Procedure for Consent. In the event Tenant wishes to sublet or
assign the Premises, or any portion thereof, the following procedure shall
apply:

                  10.2.1 Tenant shall submit in writing to Landlord the name of
the proposed subtenant or assignee, the nature of the business to be carried on
the Premises, a copy of the proposed sublease or assignment, including all terms
and conditions thereof, and such reasonable financial information regarding such
subtenant or assignee as Landlord shall request.

                  10.2.2 At any time within ten (10 business days of Landlord's
receipt of the information specified in Section 10.2, Landlord may, by written
notice to Tenant, elect either to (a) consent to the subletting or assignment of
the Premises upon the same terms and conditions as those offered to the proposed
subtenant or assignee; (b) terminate this Lease with respect to the portion of
the Premises proposed to be subleased or assigned, with a proportionate
abatement of rent payable hereunder; (c) consent to such subletting or
assignment, in which event such consent shall be conditioned upon the agreement
by Tenant to pay over to Landlord the amount by which any rent or other
consideration received by Tenant from subtenant or assignee exceeds the amount
of rent payable by Tenant to Landlord pursuant to this Lease; or (d) withhold
Landlord's consent with written explanation, which in such case shall not be
unreasonably withheld or delayed.

         10.3 Continuing Obligation of Tenant. No transfer, even with the
consent of Landlord, shall release Tenant of its obligation to pay the rent and
to perform all other obligations of Tenant hereunder. Neither a delay in the
approval or disapproval of an assignment or subletting, nor the acceptance by
Landlord of any payment due hereunder from any source other than Tenant shall be
deemed a waiver by Landlord of any provision of this Lease or to be a consent to
any assignment or subletting. If Tenant's obligations under this Lease have been
guaranteed by third parties, then an assignment or sublease, and Landlord's
consent thereto, shall not be effective unless said guarantors give their
written consent to such sublease and the terms thereof. In the event of any
default under this Lease, Landlord may proceed directly against Tenant, any
guarantors or anyone else responsible for the performance of this Lease,
including the subtenant, without first exhausting Landlord's remedies against
any other person or entity responsible therefor to Landlord, or any security
held by Landlord or Tenant. Landlord may consent to subsequent assignments or
modifications of this Lease by Tenant's transferee, without notifying Tenant or
obtaining its consent. Such action shall not relieve Tenant's liability under
this lease.
                  10.3.1 Landlord's written consent to any assignment or
subletting of the Premises by Tenant shall not constitute an acknowledgment that
no Default then exists under this Lease of the obligations to be performed by
Tenant, nor shall such consent be deemed a waiver of any then existing Default,
except as may be otherwise stated by Landlord at the time.

                  10.3.2 The discovery of the fact that any financial statement
relied upon by Landlord in giving its consent to an assignment or subletting was
materially false or misleading shall, at Landlord's election, render said
Landlord's consent null and void.

         10.4 Additional Terms and Conditions Applicable to Subletting. The
following terms and conditions shall apply to any subletting by Tenant of all or
any of the Premises and shall be deemed included in all subleases under this
Lease whether or not expressly incorporated therein.

                  10.4.1 Tenant hereby assigns and transfers to Landlord all of
Tenant's interest in all rentals and income arising from any sublease of all or
any portion of the Premises heretofore or hereafter made by Tenant, and Landlord
may collect such rent and income and apply the same toward Tenant's obligations
under this Lease; provided, however, that until a Default (as defined in Section
11) shall occur in the performance of Tenant's obligations under this Lease,
Tenant may collect and enjoy rents accruing under such sublease. Landlord shall
not, by reason of this or any other assignment of such sublease to Landlord, nor
by reason of the collection of the rents from a sublease, be deemed liable to
the subtenant for any failure of Tenant to perform and comply with any of
Tenant's obligations to such subtenant under such sublease. Tenant hereby
irrevocably authorizes and directs any such subtenant, upon receipt of a written
notice from Landlord stating that a default exists in the performance of
Tenant's obligations under this Lease, to pay to Landlord the rents and other
charges due and to become due under the sublease. Subtenant shall rely upon any
such statement and request from Landlord and shall pay such rents and other
charges to Landlord without any obligation or right to inquire as to whether
such default exists and notwithstanding any notice from or claim from Tenant to
the contrary. Tenant shall have no right or claim against said subtenant, or
until the Default has been cured, against Landlord, for any such rents and other
charges so paid by said subtenant to Landlord.

                  10.4.2 In the event of a default by Tenant in the performance
of its obligations under this Lease, Landlord at its option and without any
obligation to do so may require any subtenant to attorn to Landlord in which
event Landlord shall undertake the obligations of the sublandlord under such
sublease from the time of the exercise of said option to the expiration of such
sublease; provided, however, Landlord shall not be liable for any prepaid rents
or security deposit previously paid by the subtenant to such sublandlord (unless
such prepaid rents or security deposit have been delivered to Landlord) or for
any other prior defaults of such sublandlord under such sublease.

                  10.4.3 Any matter or thing requiring the consent of the
sublandlord under a sublease shall also require the consent of Landlord herein.

                  10.4.4 No subtenant shall further assign or sublet all or any
part, of the premises without Landlord's prior written consent.

         10.5 Excess Rent. Notwithstanding any other provision of Section 10 to
the contrary, if the consideration Tenant receives for any assignment, sublease
or transfer exceeds the rent payable under this Lease for the same period and
portion of the Premises, 50% of the excess shall be immediately due and payable
by Tenant to Landlord as additional rent under this Lease, after deduction of
Tenant's reasonable sublease costs. Landlord shall not have recapture rights.

         10.6 No Merger. No merger shall result from Tenant's sublease of the
Premises under this Section 10, Tenant's surrender of this Lease or the
termination of this Lease in any other manner. In any such event, Landlord may
terminate any or all subtenancies or succeed to the interest of Tenant as
sublandlord thereunder.

11.      DEFAULT

         11.1     Default by Tenant. The occurrence of any one or more of the
following events shall constitute a material Default of this Lease by Tenant:

                  11.1.1 The vacation or abandonment of the Premises by Tenant.
Vacation of the Premises shall include the failure to occupy the Premises for a
continuous period of thirty (30) days without paying rent.

                  11.1.2 The failure by Tenant to make any payment of rent or
any other payment required to be made by Tenant hereunder, as and when due,
where such failure shall continue for a period of three (3) days after written
notice thereof from Landlord to Tenant. In the event that Landlord serves Tenant
with a Notice to Pay Rent or Quit pursuant to applicable unlawful detainer
statutes such Notice to Pay Rent or Quit shall also constitute the notice
required by this subsection.

                  11.1.3 The failure by Tenant to observe or perform any of the
express or implied covenants, conditions or provisions of this Lease to be
observed or performed by Tenant other than that referenced in subsection 11.1.2
above, where such failure shall continue for a period of thirty (30) days after
written notice thereof from Landlord to Tenant; provided, however, that if the
nature of Tenant's noncompliance is such that more than thirty (30) days are
reasonably required for its cure, then Tenant shall not be deemed to be in
default if Tenant commenced such cure within said thirty (30) day period and
thereafter diligently pursues such cure to completion. To the extent permitted
by law, such thirty (30) day notice shall constitute the sole and exclusive
notice required to be given to Tenant under applicable unlawful detainer
statutes.

                  11.1.4 The making by Tenant of a general assignment for the
benefit of creditors; (a) Tenant's becoming a "debtor" as defined in 11 USC
Section 101 or any successor statute thereto (unless, in the case of a petition
filed against Tenant, the same is dismissed within sixty (60) days); (b) the
appointment of a trustee or receiver to take possession of substantially all of
Tenant's assets located at the Premises or of Tenant's interest in this Lease,
where possession is not restored within thirty (30) days; or (c) the attachment,
execution or other judicial seizure of substantially all of Tenant's assets
located at the Premises or of Tenant's interest in this Lease, where such
seizure is not discharged within thirty (30) days. In the event that any
provision of this subsection 11.1.4 is contrary to any applicable law, such
provision shall be of no force or effect.

                  11.1.5 The discovery by Landlord that any financial statement
given to Landlord by Tenant, or its successor in interest or by any guarantor of
Tenant's obligation hereunder was materially false or misleading.

                  11.1.6 If the performance of Tenant's obligations under this
Lease is guaranteed: (a) the termination of a guarantors liability with respect
to this Lease other than in accordance with the terms of such guaranty, (b) a
guarantor's becoming insolvent or the subject of a bankruptcy filing, (c) a
guarantors refusal or inability to honor the guarantee, or (d) a guarantor's
breach of its guarantee obligation, and Tenant's failure within sixty (60) days
following written notice by or on behalf of Landlord to Tenant of any such
event, to provide Landlord with written alternative assurance or security,
which, when coupled with the then existing resources of Tenant, equals or
exceeds the combined financial resources of Tenant and the guarantors that
existed at the time of execution of this Lease.

         11.2 Landlord's Remedies. In the event of any material Default of this
Lease by Tenant, Landlord may, at any time thereafter, with or without notice or
demand and without limiting Landlord in the exercise of any right or remedy
which Landlord may have by reason of such default:

                  11.2.1 Terminate Tenant's right to possession of the Premises
by any lawful means, in which case this Lease and the term hereof shall
terminate and Tenant shall immediately surrender possession of the Premises to
Landlord. In such event Landlord shall be entitled to recover from Tenant all
damages incurred by Landlord by reason of Tenant's default, including, but not
limited to, the cost of recovering possession of the Premises; expenses of
reletting, including necessary renovation and alteration of the Premises,
reasonable attorneys' fees, and any real estate commission actually paid; the
worth at the time of award by the court having jurisdiction thereof of the
amount by which the unpaid rent for the balance of the term after the time of
such award exceeds the amount of such rental loss for the same period that
Tenant proves could be reasonably avoided; that portion of the leasing
commission paid by Landlord pursuant to Section 27 applicable to the unexpired
term of this Lease.

                  11.2.2 Maintain Tenant's right to possession in which case
this Lease shall continue in effect whether or not Tenant shall have vacated or
abandoned the Premises. In such event, Landlord shall be entitled to enforce all
of Landlord's rights and remedies under this Lease, including the right to
recover the rent as it becomes due hereunder.

                  11.2.3 Pursue any other remedy now or hereafter available to
Landlord under the laws or judicial decisions of the state wherein the Premises
are located. Unpaid installments of rent and other unpaid monetary obligations
of Tenant under the terms of this Lease shall bear interest from the date due at
the maximum rate then allowable by law.

                  11.2.4 The expiration or termination of this Lease and/or the
termination of Tenant's right to possession shall not relieve Tenant from
liability under any indemnity provisions of this Lease as to matters occurring
or accruing during the Term hereof or by reason of Tenant's occupancy of the
Premises.

         11.4 Right of Landlord to Re-Enter. In the event of any rightful
termination of this Lease that has been fully and finally adjudicated by a
tribunal of competent jurisdiction, Landlord shall have the immediate right to
enter upon and repossess the Premises.

         11.5 Default by Landlord. Landlord shall not be in default unless
Landlord fails to perform obligations required of Landlord within thirty (30)
days after written notice by Tenant to Landlord, or to the holder of any first
mortgage or deed of trust covering the Premises whose name and address shall
have theretofore been furnished to Tenant in writing, specifying wherein
Landlord has failed to perform such obligation; provided, however, that if the
nature of Landlord's obligation is such that more than thirty (30) days are
required for performance then Landlord shall not be in default if Landlord
commences performance within such 30-day period and thereafter diligently
pursues the same to completion.

12.      ENVIRONMENTAL MATTERS

         12.1 Definitions. For purposes of this Section 12:

                  12.1.1 "Hazardous Materials" means any product, chemical,
material or waste whose presence, nature, quantity and/or intensity of
existence, use, manufacture, disposal, transportation, spill, release or effect,
either by itself or in combination with other materials expected to be on the
Premises, is either: (a) potentially injurious to the public health, safety or
welfare, the environment or the Premises, (b) regulated or monitored by any
governmental authority, or (c) a basis for liability of Landlord to any
governmental agency or third party under any applicable statute or common law
theory. Hazardous Materials include, but are not limited to, substances defined
as "hazardous wastes," "hazardous substances," "toxic substances," "pollutants,"
"contaminants," "chemicals known to the State to cause cancer or reproductive
toxicity," "radioactive materials," or other similar designations in, or
otherwise subject to regulation under, the Comprehensive Environmental Response,
Compensation and Liability Act of 1980, as amended by the Superfund Amendments
and Reauthorization Act of 1986 ("CERCLA"), 42 USC section 9601 et seq.; the
Hazardous Substances Account Act ("HSAA"), California Health and Safety Code
Section 25300 et seq.; the Toxic Substance Control Act (TSCA"), 15 USC 2601 et
seq.; the Hazardous Materials Transportation Act, 49 USC Section 1802; the
Resource Conservation and Recovery Act ("RCRN"), 42 USC Section 9601 et seq.;
the Hazardous Waste Control Law ("HWCL"), California Health and Safety Code
Section 25100 et seq.; the Safe Drinking Water and Toxic Enforcement Act of
1986, California Health and Safety Code Section 25249.5 et seq.; the
Porter-Cologne Water Quality Control Act ("Porter-Cologne"), California Water
Code Section 13000 et seq.; the Clean Water Act ("CWN"), 33 USC Section 1251 et
seq.; the Safe Drinking Water Act, 42 USC Section 300f et seq.; the Clean Air
Act ("CAA"), 42 USC Section 7401 et seq.; the California Air Pollution Control
Law, California Health and Safety Code Section 39000 et seq.; and in the plans,
rules, regulations or ordinances adopted, or other criteria and guidelines
promulgated pursuant to the preceding laws or other similar laws, regulations,
rule or ordinance now or hereafter in effect (collectively the "Environmental
Laws"); and any other substances, constituents or wastes subject to
environmental regulations under any applicable federal, state or local law,
regulation or ordinance now or hereafter in effect.

                  12.1.2 "Environmental Conditions" means conditions of the
environment, including the ocean, natural resources (including flora and fauna),
soil, surface water, ground water, any present or potential drinking water
supply, subsurface strata or the ambient air, relating to or arising out of the
use, handling, storage, treatment, recycling, generation, transportation,
release, spilling, leaking, pumping, pouring, emptying, discharging, injecting,
escaping, leaching, disposal, dumping or threatened release of Hazardous
Materials by Tenant or Tenant's successors in interest, agents, representatives,
employees or independent contractors. With respect to claims by employees,
Environmental Conditions also includes the exposure of persons to Hazardous
Materials within a workplace.

                  12.1.3 "Environmental Noncompliance" includes, without
limitation (1) the release or threatened release of any Hazardous Materials into
the environment, any storm drain, sewer, septic system or publicly owned
treatment works, in violation of any effluent or emission limitations, standards
or other criteria or guidelines established by any federal, state or local law,
regulation, rule, ordinance, plan or order (2) any noncompliance of physical
structure, equipment, process or facility with the requirements of building or
fire codes, zoning or land use regulations or ordinances, conditional use
permits and the like; (3) any noncompliance with federal, state or local
requirements governing occupational safety and health; (4) any facility
operations, procedures, designs, etc. which do not conform to the statutory or
regulatory requirements of the CAA, the CWA, the TSCA, the RCRA, the HSAA, the
HWCL, Porter-Cologne or any other Environmental Laws intended to protect public
health, welfare and the environment; (5) the failure to have obtained permits,
variances or other authorizations necessary for the legal operation of any
equipment, process, facility or any other activity; (6) the operation of any
facility or equipment in violation of any permit condition, schedule of
compliance, administrative or court order and the like.

                  12.1.4 "Claims" shall include, without limitation; claims,
demands, suits, causes of action for personal injury or property damage
(including any depreciation of property values, lost use of property,
consequential damages arising directly or indirectly out of Environmental
Conditions); actual or threatened damages to natural resources; claims for the
recovery of response costs, or administrative or judicial orders directing the
performance of investigations, response or remedial actions under CERCLA, RCRA,
HSAA, RCRA or other Environmental Laws; a requirement to implement "corrective
action" pursuant to any order or permit issued pursuant to RCRA; claims for
restitution, contribution or equitable indemnity from third parties or any
governmental agency; fines, penalties, liens against property; claims for
injunctive relief or other orders or notices of violation from federal, state or
local agencies or courts; and, with regard to any present or former employees,
exposure to or injury from Environmental Conditions.

                  12.1.5 "Expenses" shall include any liability, loss, cost or
expense, including, without limitation, costs of investigation, cleanup,
remedial or response action, the costs associated with posting financial
assurances for the completion of response, remedial or corrective actions, the
preparation of any closure or other necessary or required plans or analyses, or
other reports or analyses submitted to or prepared by regulating agencies,
including the cost of health assessments, epidemiological studies and the like,
retention of engineers and other expert consultants, legal counsel, capital
improvements, operation and maintenance testing and monitoring costs, power and
utility costs and pumping taxes or fees, and administrative costs incurred by
governmental agencies.

         12.2 Legal Requirements. Legal requirements shall mean all present and
future laws (including but not limited to environmental laws) and all covenants,
restrictions and conditions now or hereafter of record which may be applicable
to Tenant or to the Premises or to the use, manner of use, occupancy,
possession, operation, maintenance, alteration, repair, or restoration of the
Premises, even if compliance therewith necessitates structural changes within
the Premises or results in interference with the use or enjoyment of the leased
Premises. Tenant shall at its expense comply with and conform to all legal
requirements including all applicable environmental laws.

         12.3 Environmental Indemnification By Tenant. Tenant agrees to
indemnify, defend by counsel acceptable to Landlord, and hold harmless Landlord,
its subsidiaries, affiliates, successors and assigns and their respective
directors, officers, employees, shareholders, representatives and agents, from
and against and in respect of any and all Claims, damages (including, without
limitation, diminution in value), losses, liabilities and expenses, lawsuits,
deficiencies, interest, penalties, attorneys' fees and all amounts paid in
defense or settlement of the foregoing whether or not arising out of third-party
claims, which may be imposed upon or incurred by Landlord or asserted against
Landlord by any other party or parties (including Governmental Entities), in
connection with any Environmental Conditions or the remediation of any
Environmental Conditions (whether now known or hereafter discovered), or any
Environmental Noncompliance arising out of, resulting from, or attributable to,
the assets, business, or operations of Tenant at the Premises exluding all areas
outside Tenant's control, including but not limited to the Common Areas,
including without limitation any claims, expenses, losses, liabilities, etc.
resulting from the alleged exposure of any person to Environmental Conditions,
provided that such Environmental Conditions or exposure resulted from activities
of Tenant or Tenant's agents, representatives, employees or independent
contractors. Tenant's obligations pursuant to this Section shall not exist if
Landlord is held to be strictly and/or jointly and severally liable.

         12.4 Tenant's Remedial Action Responsibility

                  12.4.1 If Tenant knows that a Hazardous Material or
Environmental Condition (other than previously consented to by Landlord) has
come to be located in, on, under or about the Premises, Tenant shall immediately
notify Landlord in writing of the condition.

                  12.4.2 In the event that Environmental Noncompliance and/or
Environmental Conditions resulting from the activities of Tenant or Tenant's
agents, representatives, employees or independent contractors is discovered or
alleged to exist at the Premises subsequent to the date hereof, Tenant will pay
all reasonable costs incurred by Landlord in defending and correcting the
conditions which constitute Environmental Noncompliance and/or Environmental
Conditions.

                  12.4.3 Tenant shall be exclusively responsible for the
integrity of all facilities at the Premises under Tenant's control which handle,
treat, store, recycle or dispose of Hazardous Materials. Any incident following
the date hereof which results in an actual or threatened release of Hazardous
Materials into the environment, or which results or may result in any
Environmental Conditions or Environmental Noncompliance, or which contributes or
may contribute to known or unknown Environmental Conditions or Environmental
Noncompliance, shall be included in Tenant's indemnification obligations to
Landlord under this Article.

         12.5 Inspection Rights. Landlord shall have the right to enter and
inspect the Premises and the business operations of Tenant, upon reasonable
notice and in a manner so as not to interfere unreasonably with the conduct of
Tenant's business, to investigate the possibility of an) Environmental Condition
or Environmental Noncompliance at the Premises. Landlord may exercise this right
at its sole discretion. During such inspection, Landlord shall have the right to
take such samples and conduct such tests as it may determine in its sole
discretion to be necessary or advisable. The incurrence by Landlord of any
expense under the provisions of this Section 12.4 shall not impair any claim for
indemnification Landlord may have under the provisions of this Section 12.

         12.6 Survival of Article. The provisions of this Section 12 shall
survive, and remain in full force and effect after, the termination or
expiration of this Lease.

13.      LANDLORD'S RIGHT TO ENTRY

         13.1 Right to Entry. Landlord and Landlord's agents have the right to
enter the Premises upon providing Tenant with reasonable notice (except in the
case of an emergency) to inspect the same, to supply janitorial service and any
other service to be provided by Landlord to Tenant hereunder, to show the
Premises to prospective purchasers or tenants, to post notices of
nonresponsibility, to alter, improve or repair the Premises or any other portion
of the Building, all without such entry constituting any actual or constructive
eviction of Tenant and without abatement of rent. Landlord may, in order to
carry out such purposes, erect scaffolding and other necessary structures where
reasonably required by the character of the work to be performed, provided that
Landlord shall use reasonable efforts to minimize interference with the business
of Tenant. Landlord may at any time, place on or about the Premises or the
Building any ordinary "For Sale" signs, and Landlord may at any time during the
last 120 days of the term hereof place on or about the Premises any ordinary
"For Lease" signs unless Tenant has exercised its renewal option.

14.      CONSTRUCTION OF PREMISES

         As promptly as may be reasonably possible, subject to delays arising
from causes beyond Landlord's reasonable control, Landlord shall commence and
complete such work ("Landlord's Work"), if any, as shall be necessary to
complete the construction of the Premises in conformity with the description of
Landlord's Work set forth in Exhibit "D" attached hereto. Landlord's Work in the
Premises shall be in conformity with Exhibit "D," and Landlord's Work shall be
deemed approved by Tenant in all respects when Tenant occupies the Premises,
except as to items which are not completed or do not conform to Exhibit "D" and
as to which Tenant shall give Landlord written notice of Tenants reasonable
disapproval within fifteen (15) days after Tenant occupies the Premises. It is
acknowledged and agreed that there shall be no Landlord's Work with respect to
the Premises except as set forth in Exhibit "D."

15.      SIGNS

         Subject to paragraph 15 of the Basic Lease Provisions, no sign,
advertisement, poster or notice shall be exhibited, painted or affixed by Tenant
on any part of the Premises, Building or Project without the prior written
consent of Landlord. In the event of violation of the foregoing by Tenant,
Landlord may remove same without any liability, and may charge the expense
incurred in such removal to Tenant. Building standard signs at the entry to the
Premises and on the building directory shall be installed by Landlord at
Landlord's expense.

16.      SECURITY

         Tenant acknowledges that it has been advised by Landlord to satisfy
itself with respect to the condition of the Premises from a security standpoint.
Tenant has made such an investigation as it deems necessary with reference to
security matters. Tenant expressly assumes all responsibility for the protection
of the Premises, Tenant, its employees, agents, invitees, contractors and their
property from the acts of third parties. All entries to the Building are
controlled by card-actuated "mag-lock" devices. Additionally, an after-hours
telephone access station will be located adjacent to the main lobby entry.
Landlord will allow integration of Tenant's private security system if feasible.
Tenant shall be responsible for any additional costs related to the expanded
security system.

17.      EMINENT DOMAIN

         If the Premises or any portion thereof or the Project are taken under
the power of eminent domain, or sold under the threat of the exercise of said
power, this Lease shall terminate as to the part so taken as of the date the
condemning authority takes title or possession, whichever first occurs: provided
that if so much of the Premises or the Project are taken by such condemnation as
would substantially and adversely affect the operation and profitability of
Tenant's business conducted from the Premises, Tenant shall have the option, to
be exercised only in writing within thirty (30) days after Landlord shall have
given Tenant written notice of such taking (or in the absence of such notice,
within thirty (30) days after the condemning authority shall have taken
possession), to terminate this Lease as of the date the condemning authority
takes such possession. If Tenant does not terminate this Lease in accordance
with the foregoing, this Lease shall remain in full force and effect as to the
portion of the Premises remaining, except that the rent and Tenant's share of
Operating Expenses shall be reduced in the proportion that the floor area of the
Premises taken bears to the total floor area of the Premises. Common Areas taken
shall be excluded from the Common Areas usable by Tenant and no reduction of
rent shall occur with respect thereto or by reason thereof. Landlord shall have
the option in its sole discretion to terminate this Lease as of the taking of
possession by the condemning authority, by giving written notice to Tenant of
such election within thirty (30) days after receipt of notice of taking by
condemnation of an) part of the Premises or the Project. Any award for the
taking of all or any part of the Premises or the Project under the power of
eminent domain or any payment made under threat of the exercise of such power
shall be the property of Landlord, whether such award shall be made as
compensation for diminution in value of the leasehold or for the taking of the
fee, or as severance damages; provided, however, that Tenant shall be entitled
to any separate award for loss of or damage to Tenant's trade fixtures,
removable personal property, Tenant's improvements or for damages for cessation
or interruption of Tenant's business.

         In the event that this Lease is not terminated by reason of such
condemnation, Landlord shall to the extent of severance damages received by
Landlord in connection with such condemnation, repair any damage to the Premises
caused by such condemnation except to the extent that Tenant has been reimbursed
therefor by the condemning authority. Tenant shall pay any amount in excess of
such severance damages required to complete such repair.

18.      SUBORDINATION

         This Lease and any option granted hereby shall be superior to any
mortgage or deed of trust that may hereafter be placed upon the Building or any
part thereof and to any and all advances to be made thereunder and to the
interest thereon and to all renewals, replacements and extensions thereof
provided Tenant will agree to subordinate the Lease upon its receipt of a fully
executed Non-Disturbance Agreement reasonably satisfactory to Tenant. Tenant
shall, in the event any proceedings are brought for the foreclosure of any such
mortgage or deed of trust, attorn to the purchaser upon foreclosure sale or sale
under power of sale, and shall recognize such purchaser as Landlord under this
Lease. Landlord shall use its reasonable best efforts best efforts to obtain
timely execution of a Non-Disturbance agreement on Tenant's behalf by Landlord's
existing lender(s).

19.      ESTOPPEL CERTIFICATE

         Tenant shall at any time and, from time to time, to the extent accurate
and truthfully upon not less than ten (10) days' prior written notice from
Landlord execute, acknowledge and deliver to Landlord a statement in writing in
a form substantially similar to Exhibit "F" attached hereto (a) certifying that
this Lease is unmodified and in full force and effect (or, if modified, stating
the nature of such modification and certifying that this Lease, as so modified,
is in full force and effect) and the dates to which the rent and any other
charges are paid in advance, if any, (b) acknowledging that there are not, to
Tenant's knowledge, any uncured default on the part of Landlord, or specifying
such defaults if any are claimed, and (c) containing any other information that
Landlord may reasonably require. Any such statement may be relied upon
conclusively by any prospective purchaser or encumbrancer of the Building that
the matters set forth therein are true and correct.

20.      ATTORNEYS' FEES

         If either party named herein brings an action to enforce the terms
hereof or declare rights hereunder, the prevailing party in any such action,
trial or appeal thereon, shall be entitled to reasonable attorneys' fees to be
paid by the losing party as fixed by the court in the same or a separate suit,
and whether or not such action is pursued to decision or judgment. The
attorneys' fee award shall not be computed in accordance with any court fee
schedule, but shall be such as to fully reimburse all attorneys' fees reasonably
incurred in good faith. Landlord shall be entitled to reasonable attorneys' fees
and all other costs and expenses incurred in the preparation and service of
notices of default and consultations in connection therewith, whether or not a
legal action is subsequently commenced in connection with such default.

21.      PARKING

         So long as Tenant is not in default, and subject to such rules and
regulations as may be established by Landlord from time to time, Tenant shall be
entitled to use, on a nonexclusive basis, the number of parking spaces in the
Project's on-site parking facilities specified in the Basic Lease Provisions.
Landlord shall have the right to designate the location of such parking spaces
and may reserve certain spaces from Tenant's use, or as "Visitor Only," as
Landlord, in its sole discretion, may determine. Landlord agrees to provide no
less than ten (10) spaces of unassigned "visitor" parking near the building main
entrance. Such separate and additional charge, if required by Landlord, shall be
as established, from time to time, by Landlord, and any failure by Landlord to
require such a separate and additional charge, at any time during the Term,
shall not operate as a waiver or otherwise preclude Landlord from later
instituting such a separate and additional charge; provided, however, that if
Landlord has agreed to provide that certain number of parking spaces specified
in the Basic Lease Provisions to Tenant for no charge or for a specified charge,
Landlord agrees not to institute any separate or additional charge for those
specified spaces during the original term of this Lease and any option,
extension or renewal terms.

22.      NOTICE

         22.1 Manner of Service. All notices, demands or requests from one party
to another shall be in writing and may be (i) by personal delivery with notice
effective on the date of personal delivery, (ii) by nationally recognized
overnight courier offering guaranteed delivery, such as Federal Express, DHL, or
Express Mail, in which case service shall be effective on the business day of
guaranteed delivery, (iii) by certified or registered mail, postage prepaid, to
the addresses specified in the Basic Lease Provisions, in which case service
shall be effective on the second business day after mailing. Notices to Tenant
shall be deemed sufficiently given if delivered as described in this Section to
Tenant at address specified in Section 14 of Basic Lease Provisions.

         22.2 Change of Place of Service. Each party shall have the right, from
time to time, to designate a different address by notice given in conformity
with this Section to the other party.

23.      HOLDING OVER BY TENANT

         Tenant agrees upon the expiration or termination of this Lease pursuant
to this agreement, immediately and peaceably to yield up and surrender the
Premises; notice to quit or vacate is hereby expressly waived. Tenant shall be
liable to Landlord for any and all damages incurred by Landlord as the result of
any failure by Tenant to timely surrender possession of the Premises as required
herein. If Tenant, with Landlord's consent, remains in possession of the
Premises or any part thereof after the expiration of the Term hereof, such
occupancy shall be a tenancy from month to month upon all the provisions of this
Lease pertaining to the obligations of Tenant, except that the rent payable
shall be one hundred twenty five percent (125%) of the rent payable immediately
preceding the termination date of this Lease, and all options, if any, granted
under the terms of this Lease shall be deemed terminated and of no further
effect during said month to month tenancy.

24.      WAIVER

         No waiver by Landlord of any provision hereof shall be deemed a waiver
of any other provision hereof or of any subsequent breach by Tenant of the same
or any other provision. Landlord's consent to, or approval of, any act shall not
be deemed to render unnecessary the obtaining of Landlord's consent to or
approval of any subsequent act by Tenant. The acceptance of rent hereunder by
Landlord shall not be a waiver of any preceding breach by Tenant of any
provision hereof, other than the failure of Tenant to pay the particular rent so
accepted, regardless of Landlord's knowledge of such preceding breach at the
time of acceptance of such rent.

25.      TIME OF THE ESSENCE

         TIME IS OF THE ESSENCE OF THIS LEASE WITH RESPECT TO THE OBLIGATIONS TO
BE PERFORMED UNDER THIS LEASE.

26.      SUCCESSORS AND ASSIGNS

         The covenants and conditions herein contained shall, subject to the
provisions as to assignments, apply to and bind the heirs, successors,
executors, administrators and assigns of the respective parties hereof. If more
than one person or entity is indicated as Tenant herein, each person or entity
subscribing as Tenant shall be jointly and severally liable for all obligations
of Tenant hereunder.

27.      LANDLORD'S RESERVATIONS

         In addition to its other rights retained or reserved herein, Landlord
shall have the right to change the name, number or designation of the Building
or the Project without notice or liability to Tenant. In addition, Tenant shall
not, without Landlord's prior written consent, use the name of the Building or
the Project for any purpose other than as the address of the business to be
conducted by, Tenant at the Premises, and in no event shall Tenant acquire any
rights in or to such names. Landlord shall have the right to (a) at Landlord's
expense, provide and install Building standard graphics or art on such portions
of the Common Areas as Landlord shall reasonably deem appropriate; (b) permit
any Tenant the exclusive right to conduct any business as long as such exclusive
does not conflict with any rights expressly given herein; (c) place such signs,
notices or displays as Landlord reasonably deems necessary or advisable upon the
roof, exterior of the buildings or the Project or on pole signs in the Common
Areas; (d) reasonably designate, limit, restrict and control any business and
any service in or to the Building or its tenants; (e) keep in a secure area, and
to use in appropriate instances subject to the terms of this Lease, keys to all
doors into and within the Premises except for secure areas designated by Tenant.
Tenant hereby agrees that no locks shall be changed or added without the prior
written consent of Landlord. Landlord reserves to itself the right, from time to
time, to grant such easements, rights and dedications that Landlord deems
necessary or desirable and to cause the recordation of Parcel Maps and
restrictions, so long as such easements, rights, dedications, maps and
restrictions do not unreasonably interfere with the use of the Premises by
Tenant. Tenant shall sign any of the aforementioned documents within ten (10)
days after written request by Landlord, and failure to do so shall constitute a
material default under this Lease by Tenant without the need for further notice
to Tenant.

28.      BROKERAGE COMMISSION

         With the exception of the real estate brokerage commission, if any,
payable to the party identified in the Basic Lease Provisions, pursuant to
separate written agreement with Landlord, and which commission Landlord hereby
agrees to pay, Tenant and Landlord each represent and warrant to the other that
neither has had any dealings with any person, firm, broker or finder in
connection with the negotiation of this Lease and/or the consummation of the
transaction contemplated hereby, and no other broker or other person, firm or
entity is entitled to any commission or finders fee in connection with said
transaction and Tenant and Landlord do each hereby indemnify and hold the other
harmless from and against any costs, expenses, attorney's fees, or liability for
compensation or charges which may be claimed by any such unnamed broker, finder
or other similar party by reason of any dealings or actions of the indemnifying
party.

29.      FINANCIAL STATEMENTS

         At any time during the term of this Lease but no more often than once
in any calendar year, Tenant shall, upon thirty (30) days' prior written notice
from Landlord, provide Landlord with the most recent existing financial
statement and existing financial statements of the two (2) years prior to the
most recent financial statement year. Such statements shall be prepared in
accordance with generally accepted accounting principles and, if such is the
normal practice of Tenant, shall be audited and certified by an independent
certified public accountant.

30.      FORCE MAJEURE

         Whenever the period of time is herein prescribed for action to be taken
by Landlord or Tenant, Landlord or Tenant shall not be liable or responsible
for, and there shall be excluded from the computation for any such period of
time, any delays due to Force Majeure, which term shall include strikes, riots,
acts of God, shortages of labor or materials, war, governmental approvals, laws,
regulations, or restrictions, or any other cause of any kind whatsoever which is
beyond the reasonable control of Landlord or Tenant. Force Majeure shall not
excuse or delay Tenant's obligation to pay Rent or any other amount due under
this Lease.

31.      GOVERNING LAW

         This Lease shall be governed by, construed and enforced in accordance
with the laws of the State of California.

32.      CAPTIONS AND INTERPRETATIONS

         The section and paragraph captions contained in this Lease are for
convenience only and shall not be considered in the construction or
interpretation of any provision hereof.

33.      SEVERABILITY

         If any term, covenant, condition or provision of this Lease is held by
a court of competent jurisdiction to be invalid, void or unenforceable, the
remainder of the provisions shall remain in full force and effect and shall in
no way be affected, impaired or invalidated.

34.      LEASE NOT EFFECTIVE UNTIL EXECUTED; AUTHORITY TO EXECUTE LEASE

         Submission by Landlord of this Lease for examination or signature by
Tenant shall not constitute an option and this Lease shall not become effective
until executed by both Tenant and Landlord and delivery of the fully executed
instrument to such parties. This Lease shall not be deemed to be executed by
Landlord until signed by an authorized member or officer partner of Landlord. If
a party hereto is a corporation, partnership, limited liability company, trust
or other entity, each individual executing this Lease on behalf of said entity
represents and warrants that he or she is duly authorized to execute and deliver
this Lease on behalf of such entity in accordance with a duly adopted resolution
of its governing body or in accordance with the governing documents of such
entity, and that this Lease is binding upon such entity in accordance with its
terms.

35.      EXHIBITS AND ADDENDA TO LEASE

         All Exhibits or Addenda referenced in this Lease (or which are executed
concurrently herewith and attached hereto and refer to this Lease) are
incorporated herein by reference and shall constitute a part of this Lease.

37.      RECORDATION OF LEASE

         Neither this Lease nor any Memorandum hereof shall be recorded without
the express written consent of Landlord.

38.      ENTIRE AGREEMENT

         This Lease constitutes the entire agreement between the parties hereto
pertaining to the subject matter hereof, fully supersedes any and all prior
negotiations, understandings, representations, warranties and agreements between
the parties hereto, or any of them, pertaining to the subject matter hereof, and
may be modified only by written agreement, signed by all of the parties hereto.

LANDLORD AND TENANT HAVE CAREFULLY READ AND REVIEWED THIS LEASE AND EACH TERM
AND PROVISION CONTAINED HEREIN, AND BY THE EXECUTION OF THIS LEASE SHOW THEIR
INFORMED AND VOLUNTARY CONSENT THERETO. THE PARTIES HEREBY AGREE THAT, AT THE
TIME THIS LEASE IS EXECUTED, THE TERMS OF THIS LEASE ARE COMMERCIALLY REASONABLE
AND EFFECTUATE THE INTENT AND PURPOSE OF LANDLORD AND TENANT WITH RESPECT TO THE
PREMISES.

         This Lease has been prepared with the joint participation of each party
hereto and their respective counsel, and each provision herein shall be
construed according to its fair meaning, rather than in favor of any one of the
parties hereto, or against one of the parties hereto, because such party was the
principal or primary author of such provision.

IN WITNESS WHEREOF, the parties hereto have executed this Lease the day and year
first hereinabove written.

BY TENANT:                              BY LANDLORD:

CONVERA Corporation                     ASTON VIEWS, LLC
A Delaware Corporation                  A California limited liability company

By:________________________________     By:________________________________

Title:_____________________________     Title:_____________________________

By:________________________________     By:________________________________

Name:______________________________     Name:______________________________

Title:_____________________________     Title:_____________________________


<PAGE>


                                    EXHIBIT A

                        FLOOR PLAN WITH PREMISES DEPICTED


<PAGE>


                                   EXHIBIT "B"

             RULES AND REGULATIONS FOR ASTON VIEWS CORPORATE CENTER


1.       No tenant or its agents or employees shall loiter in the mail areas or
         other Common Areas of the Building, nor shall they in any way obstruct
         the sidewalks, entry passages, pedestrian passageways, driveways,
         entrances and exits to the Building, and they shall use the same only
         as passageways to and from their respective premises. Landlord reserves
         the right to exclude or expel from the Building any person who, in the
         judgment of Landlord, is intoxicated or under the influence of liquor
         or drugs, or who shall in any manner do any act in violation of the
         rules and regulations of the Building.

2.       No sash doors, sashes, windows, glass doors, lights and skylights that
         reflect or admit light into the Common Areas of the Building shall be
         covered or obstructed by any tenant, and doors leading into the Common
         Areas from tenant premises shall not be left open by any tenant.

3.       Water closets and urinals shall not be used for any purpose other than
         those for which they were constructed, and no rubbish, newspapers, food
         or other substances of any kind shall be thrown into them. No tenant or
         his agents and employees shall throw or discard cigar or cigarette
         butts or other substances or lifter of any kind in or about the
         Building, except in receptacles placed therein for such purposes by
         Landlord or governmental authorities. All garbage, including wet
         garbage, refuse or trash shall be placed by each tenant in the
         receptacles provided by Landlord for that purpose and only during those
         times prescribed by Landlord.

4.       Tenants shall not mark, drive nails, screw or drill into, paint or in
         any way deface, any exterior walls, roof foundations, bearing walls or
         pillars without the prior written consent of Landlord. No boring or
         cutting for wires shall be allowed, except with the consent of
         Landlord. The expense of repairing any breakage, stoppage or damage
         resulting from a violation of this rule or the preceding rule shall be
         borne by the tenant violating or responsible for the violation of such
         rule.

5.       Tenant shall not alter any lock or install new or additional locks or
         bolts in or about the Premises, without the written approval of
         Landlord.

6.       No curtains, blinds, screens, shades, window tinting, or other window
         coverings shall be attached to or hung in any window visible from the
         exterior of the Premises without the prior written consent of Landlord.
         No bottles, parcels, or other articles shall be placed on the window or
         storefront sills such that they may be observed from outside the
         Premises.

7.       No tenant shall do anything in any premises, or bring or keep anything
         therein, which will in any way increase or tend to increase the risk of
         fire or the rate of fire insurance or which shall conflict with
         applicable law, rules or regulations established by any governmental
         body or official having jurisdiction, the regulations of the fire
         department or the provisions or requirements of any insurance policy on
         such premises or any part thereof. Tenant shall not use any machinery
         in its premises, even though the installation may have been originally
         permitted, which may cause any unreasonable noise or jar, or tremor to
         the floors or walls, or which by its weight might injure the walls or
         floors of such premises or any other portion of the Building.

8.       Landlord may limit the weight, size and position of all filing systems,
         computers, safes, fixtures and other heavy equipment used in any
         premises. In the event any tenant shall require heavy equipment, such
         tenant shall notify Landlord of such fact and shall pay the cost of any
         structural bracing required to accommodate the same. All damage done to
         such premises or to any other portion of the Building resulting from
         installing, removing or maintaining extra heavy equipment shall be
         repaired at the expense of the tenant which maintains such equipment.

9.       No tenant or its agents and employees shall make or permit any loud,
         unusual or improper noises in the Building, nor interfere in any way
         with other tenants or those having business with them, nor bring into
         nor keep within the Building any animal or bird (with the exception of
         the authorized pet store), or any bicycle or other vehicle, except such
         vehicles as tenants are permitted to park in the Building parking lot,
         and shall park only in the areas designated from time to time for
         employee parking generally. No radio or television or other similar
         device shall be installed without first obtaining in each instance
         Landlord's consent in writing. No aerial shall be erected on the roof
         or exterior walls of any premises, or on the ground, without in each
         instance, the written consent of Landlord. Any aerial so installed
         without such written consent shall be subject to removal without notice
         at any time.

10.      All freight must be moved into, within and out of tenant premises only
         during such hours and according to such regulations and may be posted
         from time to time in Landlord's general offices.

11.      Tenant shall not employ any service or contractor for services or work
         to be performed in the Building, except as approved by Landlord.

12.      Tenant shall return all keys at the termination of its tenancy and
         shall be responsible for the cost of replacing any keys that are lost.

13.      Tenant shall not suffer or permit smoking or carrying of lighted pipes,
         cigars or cigarettes other than in areas designated by Landlord in the
         Common Areas as smoking areas. At Landlord's sole option, Landlord may
         grant Tenant the temporary and revocable permission to install a
         smoking area within the Premises. The cost of installing and
         maintaining of any smoking area within the Premises shall be charged to
         Tenant, including but not limited to costs of additional cleaning, air
         conditioning or other work whatsoever required to prevent any effects
         of the smoking area from reaching any other area in the Building.
         Landlord reserves the right to revoke Tenant's temporary permission to
         a smoking area within the Premises, at Landlord's sole option.

14.      Tenant shall not use any method of heating or air conditioning without
         prior written approval of Landlord.

15.      Tenant shall not install, maintain or operate any vending machine upon
         the Premises without Landlord's written consent.

16.      The Premises shall not be used for food preparation, lodging,
         manufacturing, or storage of merchandise, except as such may be
         incidental to use of the Premises for general office purposes.

17.      Canvassing, soliciting and peddling in the Building are prohibited and
         each Tenant shall cooperate to prevent same.

18.      Tenants are required to observe all security regulations issued by
         Landlord and to comply with instructions and/or directions of the duly
         authorized security personnel for the protection of the Building and
         all tenants therein. Access by any tenant to his premises or the
         Building before or after hours of operation of the Building shall be
         subject to clearance by the security personnel of the Building and to
         compliance with such procedures as may be imposed by such personnel,
         including presentation of identification to such personnel.

19.      Landlord reserves the right, but shall not have the obligation, to
         close and keep locked any and all entrances and exit doors and gates of
         the Building and gates or doors closing the parking areas thereof
         during such hours as Landlord may deem to be advisable for the adequate
         protection of the Building and all tenants therein.

20.      Parking areas shall be used only for parking by vehicles no longer than
         full size, passenger automobiles. Tenant shall not permit or allow any
         vehicles that belong to or are controlled by Tenant or Tenant's
         employees, suppliers, shippers, customers, or invitees to be loaded,
         unloaded, or parked in areas other than those designed by Landlord for
         such activities. Users of the parking area will obey all posted signs
         and park only in the areas designated for vehicle parking. Tenant shall
         be responsible for seeing that all of its employees, agents and
         invitees comply with the applicable parking rules, regulations, laws
         and agreements. The maintenance, washing, waxing or cleaning of
         vehicles in the parking structure or Common Areas is prohibited.

21.      Parking stickers or identification devices shall be the property of
         Landlord and be returned to Landlord by the holder thereof upon
         termination of the holder's parking privileges. Tenant will pay such
         replacement charge as is reasonably established by Landlord for the
         loss of such devices.

22.      Such parking use as is herein provided is intended merely as a license
         only and no bailment is intended or shall be created hereby. Unless
         otherwise instructed, every person using the parking area is required
         to park and lock his own vehicle. Landlord will not be responsible for
         any damage to vehicles, injury to persons or loss of property, all of
         which risks are assumed by the party using the parking area.

23.      Landlord reserves the right at any time to change or rescind any one or
         more of these rules and regulations or to make such other and further
         reasonable rules and regulations as in Landlord's judgment may from
         time to time be necessary for the management, safety, care and
         cleanliness of the Building, for the preservation of good order therein
         and for the convenience of tenants and visitors to the Building, Any
         such amendments, deletions or additions to these rules and regulations
         shall be effective immediately upon delivery of written notice thereof
         to tenants. No waiver of any rule or regulation by Landlord shall be
         effective unless expressed in writing and signed by Landlord. Landlord
         shall not be responsible to any tenant or any other person for the
         nonobservance or violation of these rules and regulations by any other
         tenant or other person.

24.      A copy of these rules and regulations shall be attached to and form a
         part of each tenant lease at the Building, Each tenant who executes a
         lease of space at the Building shall be deemed to have read these rules
         and regulations and to have agreed to abide by them as a condition to
         its occupancy of space at the Building.


In the event of any conflict between these rules and regulations, or any
amendments or additions thereto, and the provision of any tenant's lease, such
lease provisions shall control.


<PAGE>



                                   EXHIBIT "C"

                      STANDARDS FOR UTILITIES AND SERVICES

Landlord shall provide the utilities and services set forth in this exhibit at
all times during the term of the Lease, subject to the provisions of the Lease
concerning Landlord's inability to supply such utilities and services due to
causes beyond Landlord's control. Landlord reserves the right to adopt such
reasonable nondiscriminatory modifications and additions to the following
standards as it deems necessary and appropriate from time to time. Landlord
shall not be obligated to supply any utilities or services to Tenant at any time
during which Tenant is in default under the terms of the Lease.

1. Landlord shall provide automatic elevator services on Monday through Friday
from 7:00 a.m. to 7:00 p.m. and on Saturday from 8:00 a.m. to 12:00 p.m.;
provided, however, that Landlord shall not be obligated to provide such elevator
services on the following federal holidays: New Years Day, President's Day,
Memorial Day, Independence Day, Labor Day, Thanksgiving Day, Day after
Thanksgiving, and Christmas Day (such times referred to in this Exhibit as
"Business Hours"). At all other times, Landlord shall provide at least one
elevator operated by security personnel or by an automatic security access
system.

2. Landlord shall provide to the Premises, during Business Hours (and at other
times for an additional charge to be fixed by Landlord), heating, ventilation,
and air conditioning ("HVAC") when and to the extent in the judgment of Landlord
any such sources may be required for the comfortable occupancy of the Premises
for general office purposes. Landlord shall not be responsible for room
temperatures and conditions in the Premises if the lighting or receptacle load
for Tenant's equipment and fixtures exceed those listed in Section 3 of this
Exhibit, if the Premises are used for other than general office purposes or if
the building standard blinds and curtains in the Premises are not used and/or
closed to screen the rays of direct sunlight. If any lights, machines or
equipment (including, without limitation, computers) are used by Tenant in the
Premises which materially affect the temperature otherwise maintained by the
Building HVAC or generate substantially more heat in the Premises than would be
generated by the Building standard lights and usual fractional horsepower office
equipment, Landlord shall have the right to install any machinery and equipment
which Landlord reasonably deems necessary to restore temperature balance
(including, without limitation, modifications to the standard air conditioning
equipment) and the cost thereof, including the cost of installation and any
additional cost of operation and maintenance occasioned thereby, shall be paid
by Tenant to Landlord upon demand by Landlord.

3. Landlord shall furnish to the Premises during Business Hours electric current
for routine lighting and operation of general office machines such as
typewriters, dictating equipment, desk model adding machines, and similar
devices which operate on 110 volt alternating current electrical power with
demands, wattages and ampere draws which do not exceed the reasonable capacity
of building standard office lighting and receptacles and are not in excess of
limits imposed or recommended by governmental authorities. Landlord shall
replace bulbs and/or ballasts in building-standard florescent lighting fixtures
within the Premises. Tenant shall be responsible for replacing all other
non-building-standard items (nonstandard bulbs, ballasts, ceiling tiles, etc.).
Landlord shall furnish to the lavatories within the Premises or within the
Common Areas water for normal lavatory and drinking purposes.

4. Excluding typical office equipment, no computers, data processing equipment,
photocopying machines or other special electrical equipment, air conditioning
systems, heating systems, or space heaters shall be installed nor shall any
changes be made the HVAC, electrical or plumbing systems in the Building without
the prior written approval of Landlord in accordance with the provisions of the
Lease governing alterations requested by Tenant. Tenant shall not without the
prior written consent of Landlord, which consent shall not be unreasonably
withheld, use any apparatus, machines or devices in the Premises (including,
without limitation, photocopier or duplicating machines, computers, printers,
vending machines;, or other equipment) which uses current in excess of 110 volts
AC or which has a demand, wattage or ampere draw which exceeds the electrical
systems installed in the Building or in any way which will increase the amount
of electricity or water usually supplied for the use of the Premises for general
office purposes.

5. Landlord may impose reasonable conditions upon any consent for use of any
apparatus, machine or device which exceeds the limitations set forth in this
Exhibit. Tenant agrees to cooperate fully with Landlord at all times to abide by
all regulations and requirements which Landlord may prescribe for proper
functioning and protection of the Building HVAC, electrical and plumbing
systems. Tenant shall comply with all laws, statutes, ordinances and
governmental rules and regulations now in force or which may be enacted or
promulgated in connection with building services furnished to the Premises,
including, without limitation, any governmental rule or regulation relating to
the heating or cooling of the Building.

6. Landlord shall provide janitorial services to the Premises prior to 7:00 a.m.
of each working day, Monday through Friday (except for the above-listed federal
holidays) provided the Premises are used exclusively for the uses permitted by
the Lease and are kept in reasonable order by Tenant. Tenant shall pay to
Landlord any extra cost for cleaning or removal of any rubbish or garbage to the
extent the nature or amount of such cleaning, refuse or garbage exceeds the
amount which is generally produced by use of the Premises for general office
purposes.


<PAGE>


                                   EXHIBIT "F"

                          ASTON VIEWS CORPORATE CENTER
                      FORM OF TENANT'S ESTOPPEL CERTIFICATE


_________The undersigned as Tenant under that certain Office Lease (the "Lease")
made and entered into as of ___________, _______, by and between ASTON VIEWS,
LLC, a California limited liability company as Landlord, and the undersigned as
Tenant, for Premises on the _________ Floor of the Office Building located at
_____________________, Carlsbad, California, __________ certifies as follows:

_________1._______Attached hereto as Exhibit A is a true and correct copy of the
Lease and all amendments and modifications thereto. The documents contained in
Exhibit A represent the entire agreement between the parties as to the Premises.

_________2._______The undersigned has commenced occupancy of the Premises
described in the Lease, currently occupies the Premises, and the Lease Term
commenced on _____.

_________3._______The Lease is in full force and effect and has not been
modified, supplemented or amended in any way except as provided in Exhibit A.

_________4._______Tenant has not transferred, assigned, or sublet any portion of
the Premises nor entered in license or concession agreements with respect
thereto except as follows:

_________5._______Tenant shall not modify the documents contained in Exhibit A
or prepay any amounts owing under the Lease to Landlord in excess of thirty (30)
days without the prior written consent of Landlord's mortgagee.

_________6._______Base Rent became payable on _____.

_________7._______The Lease Term expires on _____.

_________8._______All conditions of the Lease to be performed by Landlord
necessary to the enforceability of the Lease have been satisfied and Landlord is
not in default thereunder.

_________9._______No rental has been paid in advance and no security has been
deposited with Landlord except as provided in the Lease.

_________10.______As of the date hereof, there are no existing defenses or
offsets that the undersigned has, which preclude enforcement of the Lease by
Landlord.

_________11.______All monthly installments of Base Rent, all Additional Rent and
all monthly installments of the current monthly estimated Additional Rent have
been paid when due through _____. The current monthly installment of Base Rent
is $_____.

_________12.______The undersigned acknowledges that this Estoppel certificate
may be delivered to Landlord's prospective mortgagee, or a prospective
purchaser, and acknowledges that it recognizes that if same is done, said
mortgagee, prospective mortgagee, or prospective purchaser will be relying upon
the statements contained herein in making the loan or acquiring the property of
which the Premises are a part, and in accepting an assignment of the Lease as
collateral security, and that receipt by it of this certificate is a condition
of making of the loan or acquisition of such property.

_________13.______If Tenant is a corporation or partnership, each individual
executing this Estoppel Certificate on behalf of Tenant hereby represents and
warrants that Tenant is a duly formed and existing entity qualified to do
business in California and that Tenant has full right and authority to execute
and deliver this Estoppel Certificate and that each person signing on behalf of
Tenant is authorized to do so.

Executed at __________________________ on the _______ day of __________ 199___.

                                      "Tenant"
                                      ----------------------------------------

                                      a ______________________________________

                                      By: ____________________________________

                                      Its: ___________________________________

                                      By: ____________________________________

                                      Its: ___________________________________



<PAGE>


                                    ADDENDUM


This ADDENDUM is attached to and made a part of that certain Aston Views Office
Building Lease ('Lease") dated as of July 2, 2001 by and between Aston Views,
LLC, a California limited liability company ("Landlord"), and Convera
Corporation, a Delaware Corporation ("Tenant").

Notwithstanding anything in the Lease to the contrary, Landlord and Tenant agree
as follows:

38.      Option to Extend Lease Term.

         38.1  Option to Extend Term and Method of Exercise. Provided Tenant is
not then in default under this Lease, Tenant shall be entitled to extend the
Term of this Lease (the "Option Term") for one consecutive five (5) year period.
Such Option Term shall be exercised by Tenant by delivery of written notice to
Landlord at least six (6) months months and no more than twelve (12) months
prior to the then scheduled expiration date of the Term. The option to extend is
personal to Tenant and may not be exercised by any transferee of Tenant (other
than an affiliate of Tenant), even if Landlord has consented to the transfer.

         38.2  Effect of Exercise.

              (a) Incorporation of Lease by Reference. All of the terms,
covenants and conditions (including, without limitation, defined terms)
contained in this Lease shall be applicable to each Option Term in the event of
exercise by Tenant provided, however, that the Term and the Monthly Base Rent
shall be modified as provided herein.

              (b) Rent. Subject to adjustment as hereafter provided, the Monthly
Base Rent effective as of the commencement date of the Option Term shall be the
Prevailing Market Rent described below. The base year used to calculate Tenant's
Expense Stop Base will be adjusted to the year in which the option term
commences.

              (c) Prevailing Market Rent. The "Prevailing Market Rent" shall
mean the annual amount per square foot that a willing, comparable tenant would
pay and a willing, comparable landlord of a comparable building in the
immediate area would accept at "arm's length", giving appropriate consideration
to the credit of the Tenant, free rent and other tenant inducements then being
offered for comparable space, length of lease term, size and location of
premises being leased, tenant improvement allowances, if any, and other
generally applicable terms and conditions of tenancy for comparable space.
Further, the base year for operating expenses and taxes shall be amended to the
calendar year in which the renewal term occurs. In determining the Prevailing
Market Rent, whether for comparable improved space within the Building or in the
business district, the following factors shall be taken into account:

                  (i) The particular configuration, frontage along a public
thoroughfare, signage visible to the public, parking facilities, and general
level of quality of improvements and location of each comparison building shall
be relevant.

                  (ii) Charges for parking, if any, shall be taken into
consideration and adjustments shall be made for variations, if any, in charges
paid as additional rent by Tenants.

                  (iii) No rent which has not been set or adjusted during the
twelve month period immediately preceding the expiration date of the initial
term shall be considered prevailing or current.

         If Tenant has timely exercised the option, Landlord shall notify Tenant
in writing of the Proposed new, Monthly Base Rent determined by Landlord for the
Option Term at least ninety (90) days prior to the Commencement Date of the
Option Term. Unless Tenant objects to the amount determined by Landlord within
fifteen (15) days after receipt of such notice, the amount stated in such notice
shall be the new Monthly Base Rent. If Tenant objects to Landlord's proposal,
the new Monthly Base Rent shall be determined by an MAI Appraiser chosen by
Landlord and approved by Tenant. If Tenant does not disapprove of Landlord's
choice of any appraiser by delivery of written notice of disapproval naming a
Tenant's appraiser within five (5) days after written notice of such choice by
Landlord, then Landlord's appraiser shall be deemed to be approved by Tenant. If
Tenant does disapprove of Landlord's choice of an appraiser within the said five
(5) days, then Tenant's notice of disapproval shall name an MAI Appraiser
designated by tenant. Within ten (10) days after the date of Tenant's notice of
disapproval, Landlord's appraiser and Tenant's appraiser together shall select a
neutral third MAI Appraiser. If they are unable to agree on a third MAI
Appraiser within the said ten (10) days, then upon the application of either
party, the third MAI Appraiser shall be designated by the Presiding Judge of the
Superior Court for San Diego County, California. Landlord's appraiser and
Tenant's appraiser each shall determine a Prevailing Market Rent, to be
submitted in writing to Landlord, Tenant and the third MAI Appraiser within
thirty (30) days after the date of Tenant's notice of disapproval. Within
fifteen (15) days after receipt of those two appraisals, the third MAI Appraiser
shall select one of the other of those two appraisals, and the one so selected
shall be and become the Prevailing Market Rent effective as of the commencement
date of the Option Term. The cost of the MAI Appraiser shall be split equally by
Landlord and Tenant, and Landlord and Tenant shall each be responsible for the
fees and costs of the appraiser which it appoints. If the Monthly Base Rent
shall not have been determined by the commencement date of the Option Term, then
until it is determined, Tenant shall pay Monthly Base Rent when due during the
Option Term determined using Landlord's proposed Monthly Base Rent, and when the
actual adjusted Monthly Base Rent is determined, Tenant shall pay to Landlord
any additional rent due for the months which are elapsed in the Option Term, or
Landlord shall credit any excess payment for the elapsed months to the next
Monthly Base Rent becoming due.

39.      Utilities / Services / Access / HVAC.  Access to the Premises shall be
24 hours per day, 365 days per year.  Landlord, at Landlord's sole expense,
shall furnish heating, ventilating and air conditioning Monday through Friday
from 7:00 a.m. to 7:00 p.m. and from 8:00 a.m. to 12:00 p.m. on Saturday, except
for New York Stock Exchange holidays.  After-hours HVAC is available at a cost
of $15.00 per heat pump per hour, not to exceed $45.00 per hour for the entire
Premises.  Said charges shall be subject to increases based on electrical usage
rates, such that these charges shall never be less than Landlord's actual costs.

40. Operating Expenses: In no instance shall Tenant's prorata share of the
annual increase in "controllable" Operating Expenses" exceed six percent (6%) of
the amount of the total prior year's "controllable" Operating Expenses,
non-cumulative. Landlord will not cap the increase in real property taxes,
insurance, or other "non-controllable" pass-through Operating Expenses.

41. Right of First Refusal: Tenant shall have a right of first refusal to lease
any adjacent space (the "ROFR space"), subject to availability, and subject to
the rights of existing tenants at the time of lease execution. During the term
of the lease, if Landlord receives an acceptable offer from a party other than
the Existing Tenant (which shall mean a written letter of intent or other
written offer from any unaffiliated party, other than the Existing Tenant) to
lease space adjacent to the Premises on terms acceptable to Landlord, Landlord
shall notify Tenant of the terms and conditions of such offer. Tenant shall have
five (5) business days after receipt of such offer to provide written notice to
Landlord that Tenant accepts the terms and conditions proposed for lease of such
entire space as is the subject of such offer. If Landlord does not receive
written notice of Tenant's acceptance within said five (5) business day period,
then it shall be conclusively deemed an election by Tenant not to lease such
space.

42. Brokerage Fees: Landlord shall pay a commission to Irving Hughes in the
amount of four percent (4%) of the aggregate full service gross rental for years
one (1) through five (5) and two percent (2%) for any additional fixed term.
Such Commission shall be paid by the Landlord fifty percent (50%) upon mutual
Lease execution and fifty percent (50%) upon Commencement of the Lease.

43. Tenant Allowance / Base Building Improvements: Landlord will provide Tenant
with an improvement allowance of Thirty-Five Dollars ($35.00) per rentable
square foot for the entire Premises ("Tenant Allowance"). The Tenant Allowance
shall be for Tenant's Work, as defined below, including but not limited to costs
of construction, space planning, design and architectural fees, engineering
costs, signage, permits, telecom and data cabling, and shall not be used to pay
for any Landlord's work. In the event Tenant's Work is more than the Tenant
Allowance (up to an additional $5.00 per rentable square foot), such excess cost
may, at Tenant's option, either be (a) paid by Landlord, in which case Tenant
shall pay Additional Rent during the Term equal to the payments on a loan in the
amount of the excess costs, amortized over the Term, including interest at 9%
per annum, or (b) paid by Tenant to Landlord within thirty (30) days of
substantial completion. Notwithstanding provisions to the contrary contained in
the Lease or Work Letter (Exhibit D), Landlord shall furnish the base building
improvements and systems at Landlord's sole cost and expense ("Base Building
Improvements"), as follows:

        A.  The Building structure will be designed for a minimum floor load of
80 lbs. live load plus a 20 lb. partition dead load.

        B. The Building will include a built out and finished interior core and
exterior perimeter walls and all building columns. The Premises shall include
men's and women's restroom facilities, and drinking fountains per plan (1 per
floor), electrical, telephone, janitorial and mechanical closets. All such
facilities shall comply with all applicable laws, rules and regulations,
including the Americans with Disabilities Act.

        C. The floor will be improved with a smoothed trowel finish for
installation of glued-down carpet. The floor will be finished per plan
specifications. The roof and perimeter walls may be utilized for grounded
electrical, data communications and telephone wiring installations within the
Premises.

        D. The Life Safety system will be in accordance with the more stringent
of NFPA 101 (Code for Life Safety) and the National Electrical Code or
applicable national, state and local codes, including without limitation
accessibility codes, and the Americans with Disabilities Act regulations,
throughout the Building, including all corridors. It shall consist of
sprinklers, smoke detectors, internal fire alarm and enunciator system,
emergency lighting, self-illuminating exit signs, strobes, fire hoses, and
extinguishers as required by applicable codes. The sprinkler system will have an
approved water flow alarm connection and tamper-proof detection device,
connected to a central station or direct to the fire/police departments. It will
include distribution of sprinkler mains throughout the Building. Laterals,
uprights and upright heads, finished heads or "armovers" will be configured to
Tenant's space layout and be paid for out of the Tenant Improvement Allowance.

        E. Electrical distribution will be provided to the main panel boxes in
the main electrical room on the floor(s) containing the Premises. The electrical
system shall be sized for 5 watts per rentable square foot demand load for
Tenant's consumption, over and above base building electrical requirements for
base building and lighting and HVAC servicing the Premises.

        F. Landlord shall warrant that there is sufficient HVAC capacity and
distribution capacity for Tenant's Use.

        G. Telephone service, as provided by the local utility, will be
available to the Building main telephone room, with sufficient conduit run space
provided from the utility pedestal. If conduit or sleeves are required by local
code, Base Building Improvements will include necessary conduit/sleeves to
distribute data and telephone cables between floors.

        H. The Building ground system is in accordance with the N.E.C. All
existing metal conduits, cabinets, raceways, wire ways and non-current carrying
metal components of the electrical system are grounded to the equipment
grounding system and building steel.

        I. If applicable, demising walls, including common corridor walls and
walls between tenant suites will be provided. These walls will include tenant
entry doors from public corridors. Demising walls will be soundproofed and
insulated to the ceiling deck above.

        J. All common areas, landscaping and roadways necessary for Tenant's
access to and egress from the Building will be completed and comply with all
applicable laws.

        K. Modifications to the Base Building as a result of the design of
Tenant's Work shall not relieve Landlord of Landlord's obligation to install the
Base Building Improvements. Cost savings in Base Building Improvements resulting
from Tenant's Work shall be allocated to the Tenant Allowance.

44. Roof Rights / Communications Systems: Tenant shall have the right to install
satellite dishes or microwave antennae on the roof of the Building, subject to
Landlord's approval and subject to any governmental agencies' conditions and
approvals. Landlord preliminarily approves the installation of said
communications systems, with the reservation and understanding that such systems
will not be visible from any portion of the Property, or the adjacent street,
and that no roof penetrations should be required in its installation. All costs
of installation, including any required penetration and patching shall be at
Tenant's expense, and equipment specifications and installation plans are
subject to Landlord's approval. Tenant agrees to release and indemnify Landlord
from any and all liability, cost, damage, or injury resulting form the
installation, operation, presence, or removal of said communications systems,
and agrees to reimburse Landlord for any cost or liability incurred by Landlord
in connection with the above.


<PAGE>


                          ASTON VIEWS CORPORATE CENTER

                           NOTICE OF LEASE TERM DATES


TO:      _______________________________________



            Re: Office Lease dated ___________________, 19_____, between Aston
                Views, LLC, a California limited liability company ("Landlord"),
                and __________________________________ ("Tenant") concerning
                Suite __________ on floor(s) ___________ of the Office Building
                located at ______________________, California _________________.

Ladies and Gentlemen:

                  In accordance with the Office Lease (the "Lease"), we wish to
advise you and/or confirm as follows:

         1.       That the Premises are Ready for Occupancy, and that the Lease
                  Term shall commence as of _____________ for a term of
                  __________________ months ending on _________________.

         2.       That in accordance with the Lease, Rent commenced to accrue on
                  _____________________.

         3.       If the Lease Commencement Date is other than the first day of
                  the month, the first billing will contain a pro rata
                  adjustment. Each billing thereafter, with the exception of the
                  final billing, shall be for the full amount of the monthly
                  installment as provided for in the Lease.

         4.       Rent is due and payable in advance on the first day of each
                  and every month during the Lease Term. Your rent checks
                  should be made payable to ______________________________
                  at ______________________________.

         5.       The exact number of rentable square feet within the Premises
                  is ______________ square feet.

         6.       Tenant's Share as adjusted based upon the exact number of
                  rentable square feet within the Premises is
                  _______________________ percent (____________%).


"Landlord":
(NAME)

By:_____________________________________________

Its:____________________________________________

Landlord's Federal Taxpayer Identification No.:

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


Agreed to and Accepted as of "Tenant":
------------------------------------------------

a ______________________________________________

By:_____________________________________________

Its:____________________________________________

By:_____________________________________________

Its:____________________________________________



<PAGE>


                                   EXHIBIT "D"

                              WORK LETTER AGREEMENT


_________CONCURRENTLY WITH THE EXECUTION OF THIS WORK LETTER AGREEMENT (the
"Work Letter Agreement"), Landlord and Tenant have executed an Office Building
Lease (the "Lease"), covering the Premises. Unless the context otherwise
requires, the terms defined in the Lease shall have the same meanings when used
herein. This Work Letter Agreement is incorporated into the Lease as Exhibit "D"
thereto. Tenant desires that certain work be performed in the Premises to make
the Premises ready for Tenant.

_________NOW, THEREFORE, in consideration of the mutual covenants contained in
the Lease and in this Work Letter Agreement, Landlord and Tenant agree as
follows:

1.       Definitions

         1.1      "Approved Plans" are defined in Section 5.1 below.

         1.2      "Estimated Work Cost" is defined in Section 4.2 below.

         1.3      "Preliminary Plans" are defined in Section 3.1 below.

         1.4      "Space Planner" shall mean a Space Planner selected by Tenant
                  and approved by Landlord.

         1.5      "Contractor"' shall mean  a General Contractor selected by
                  Tenant and approved by Landlord.

         1.6      "Standards" shall mean Landlord's usual specifications for
                  standard leasehold improvements in the Building.

         1.7      "Tenant Improvements" shall mean all improvements made to the
                  Premises other than those that are physically in place at the
                  Premises as of the date of the execution of the Lease.

         1.8      "Tenant's Allowance" shall mean the sum specified in the Basic
                  Lease Provisions per rentable square foot of the Premises,
                  which shall be paid by Landlord toward the cost of completion
                  of the Tenant Improvements.

         1.9      "Tenant's Programming Information" shall mean all information
                  necessary for the preparation of the Preliminary Plans,
                  including without limitation electrical requirements,
                  telephone, special heat generating equipment, plumbing
                  requirements, special finishes, number and sizes of offices,
                  number of secretarial stations and special data processing
                  requirements.

         1.10     Tenant approval, authorization, consent or other required
                  action shall mean such action taken or authorized by Tenant,
                  Landlord shall have the right to rely on such approval,
                  authorization, consent or other action, until Tenant advises
                  Landlord in writing that some other person has such authority.

         1.11     Other terms are defined in this Work Letter Agreement. In
                  addition, terms defined in the Lease shall have the same
                  meanings where used herein, unless the context otherwise
                  requires.

2.       Schedule


         2.1      Tenant and  Space Planner shall furnish to Landlord the
                  Preliminary Plans within  thirty (30) days following execution
                  of the Lease.

         2.2      Tenant shall furnish to Landlord the Estimated Work Cost and
                  the identity of Contractor within fifteen (15) days following
                  completion of Preliminary Plans.

         23       Tenant shall furnish to Landlord written notice of its
                  acceptance or rejection of the Estimated Work Cost within ten
                  (10) days after receipt of same.

         2.4      If Tenant rejects the Estimated Work Cost, Tenant shall meet
                  with the Space Planner and Contractor to revise the
                  Preliminary Plans within ten (10) days after furnishing such
                  rejection to Landlord .

         2.5      Tenant shall cause its architect and engineer to prepareand
                  furnish to Tenant and Landlord construction drawings and
                  specifications for Tenant Improvements based on the
                  Preliminary Plans within twenty (20) days following Tenant's
                  and Landlord's approval of the Preliminary Plans.

         2.6      Tenant shall furnish to Landlord written notice of its
                  acceptance or rejection of the construction drawings within
                  ten (10) days after receipt of same .

         2.7      Contractor shall prepare and furnish to Tenant and Landlord a
                  final cost proposal based upon the Approved Plans within ten
                  (10) days after Tenant's approval or deemed approval of the
                  Approved Plans.

         2.8      If the final cost proposal is greater than the Estimated Work
                  Cost, Tenant shall furnish to Landlord written notice of its
                  acceptance or rejection of the final cost proposal within ten
                  (10) days after receipt of same . If Tenant rejects the final
                  cost proposal, Tenant may elect the Competitive Bid described
                  in Paragraph 8 below.

         2.9      Tenant shall cause its Contractor to complete the construction
                  of the Tenant Improvements within sixty (60) days following
                  approval of the Approved Plans, receipt of all building
                  permits required by governmental agencies having jurisdiction
                  thereof, and/or approval of the final cost proposal, whichever
                  is later.

 3.      Preliminary Plans

..        3.1      Tenant shall furnish  its Programming Information to Space
                  Planner. Thereafter, Tenant shall cause the Space Planner to
                  prepare preliminary space plans and specifications (the
                  "Preliminary Plans") for all leasehold improvements to be
                  constructed for Tenant in the Premises, which Preliminary
                  Plans shall be sufficient to obtain an Estimated Work Cost for
                  the construction and installation of the Tenant Improvements
                  as shown thereon. The cost of the preparation of Preliminary
                  Plans shall be charged against the Tenant's Allowance. Tenant
                  shall furnish the Preliminary Plans to Landlord by the time
                  set forth in Section 2.1 above. Tenant shall furnish the
                  Estimated Work Cost to Landlord by the time set forth in
                  Section 2.2 above.

         3.2      In the preparation of Preliminary Plans and Approved Plans, no
                  deviation shall be permitted from the Standards with respect
                  to entry doors and hardware, entry graphics, ceiling systems,
                  life safety systems or perimeter window coverings. Subject to
                  Landlord's approval, Tenant may deviate from the Standards as
                  to partitions, floor coverings, wall finishes, special
                  lighting fixtures or other items as to which deviations may be
                  permitted, provided that no deviation shall be of lesser
                  quality than the Standards. Landlord will not approve of any
                  deviations which (a) do not conform to applicable governmental
                  regulations or are disapproved by any governmental agency, (b)
                  that require Building service beyond the level normally
                  provided to other tenants in the Building, (c) that because of
                  fabrication time or other factors would delay the construction
                  schedule (unless Tenant agrees that the Commencement Date will
                  not be extended by such delay), or (d) that in Landlord's
                  reasonable opinion are of a nature or quality that are
                  inconsistent with Landlord's overall plan or objectives for
                  the Building.

4.       Tenant's Allowance

         4.1      Landlord shall pay for the construction and installation of
                  the Tenant Improvements up to, but not in excess of, the
                  Tenant's Allowance. Tenant shall pay the cost of all Tenant
                  Improvements in excess of the Tenant's Allowance. The cost of
                  Tenant Improvements shall include the cost of all labor and
                  materials for the construction and installation of the Tenant
                  Improvements; the cost of all permits, licenses and fees; all
                  amounts paid to Contractors under and pursuant to contracts
                  for the construction and installation of the Tenant
                  Improvements; all architectural, engineering, space planning
                  and other consultants' fees; all amounts paid for mechanical
                  drawings, plans, specifications, shop drawings, designs and
                  layouts; and incidental costs related to the foregoing.

         4.2      Tenant shall obtain an estimate of the cost of Tenant
                  Improvements as shown on the Preliminary Plans. Tenant shall
                  notify Landlord of the amount of such cost estimate plus the
                  amount required to pay for the preparation of architectural
                  and engineering construction drawings for the Tenant
                  Improvements (the "Estimated Work Cost"). TENANT CANNOT AND
                  DOES NOT GUARANTY THE ACCURACY OF SUCH ESTIMATED WORK COST. If
                  the Estimated Work Cost is less than or equal to the Tenant's
                  Allowance, then Tenant shall proceed in accordance with
                  Section 5 below.

         4.3      If the Estimated Work Cost is greater than the Tenant's
                  Allowance, then Tenant shall give written notice to Landlord
                  of Tenant's acceptance or rejection of the Estimated Work Cost
                  within the time period set forth in Section 2.3 above. Unless
                  Landlord receives Tenant's written rejection within such
                  period, the Estimated Work Cost shall be deemed accepted by
                  Tenant. If within such period Landlord receives Tenant's
                  written rejection of the Estimated Work Cost, then within the
                  time period set forth in Section 2.4 above, Tenant shall meet
                  with the Space Planner and Contractor to revise the
                  Preliminary Plans. At such meetings, Tenant may, at Tenant's
                  option, elect to eliminate one or more items shown on the
                  Preliminary Plans so as to reduce the Estimated Work Cost. All
                  costs of Tenant-initiated changes requiring revisions,
                  including engineering, estimating, coordination, layout and
                  printing of drawings, specification changes and any other
                  incidental expenses, shall be included in the cost of the
                  Tenant Improvements. Following such revisions, Tenant shall
                  submit a new Estimated Work Cost to Landlord, and the same
                  procedure will be followed as set forth above until Tenant has
                  accepted a proposal. Any time consumed in revising plans or in
                  revising the Estimated Work Cost shall be considered a Tenant
                  Delay (as defined in Section 6.2 hereto and shall not delay
                  the Commencement Date of the Lease. If Tenant does not so
                  elect to revise the Preliminary Plans, or if Tenant does so
                  elect but the Estimated Work Cost after accounting for the
                  revisions is still greater than the Tenant's Allowance, or if
                  Tenant otherwise approves or is deemed to have approved of the
                  Estimated Work Cost, then Tenant shall forthwith deposit with
                  Landlord an amount (the "Construction Deposit") equal to the
                  difference between the Tenant's Allowance and the Estimated
                  Work Cost (as the same may have been revised), whereupon
                  Tenant shall proceed in accordance with Section 5 below.
                  Tenant shall have no obligation to increase the Construction
                  Deposit for increases less than five percent (5%) Estimated
                  Work Cost.

         4.4      The Tenant's Allowance shall be available only for the cost of
                  Tenant Improvements as described in Section 4.1 above. If the
                  cost of Tenant Improvements is less than the Tenant's
                  Allowance, the difference shall be paid to Tenant no later
                  than thirty (30) days after completion of "punchlist" items
                  (described in 6.1 of the work letter).

         4.5      Tenant will review and approve all invoices and charges
                  applied against the Tenant's Allowance . Any questions or
                  disputes concerning the charges shall be communicated in
                  writing to Landlord within thirty (30) days after the
                  Commencement Date.

5.       Construction of Tenant Improvements

         5.1      Tenant shall cause its space planner and engineer to prepare
                  construction drawings and specifications for the Tenant
                  Improvements based strictly on the Preliminary Plans within
                  the time period set forth in Section 2.5 above. Prior to the
                  commencement of construction, Tenant shall be given an
                  opportunity to review the construction drawings to confirm
                  that they conform to the Preliminary Plans. Tenant shall have
                  the time period set forth in Section 2.6 above in which to
                  give written notice to Landlord of Tenant's acceptance or
                  rejection of the construction drawings. Unless Landlord
                  receives Tenant's written rejection within such period, the
                  construction drawings shall be deemed approved by Tenant
                  ("Approved Plans"). Such Approved Plans shall create no
                  responsibility or liability on the part of Tenant or Landlord
                  for the completeness of such plans, their design sufficiency
                  or compliance with applicable statutes, ordinances or
                  regulations.

         5.2      Within the time period set forth in Section 2.7 above, the
                  Contractor shall prepare a final cost proposal based upon the
                  Approved Plans. The final cost proposal shall contain a
                  complete cost breakdown by line item, including without
                  limitation costs of architectural and engineering fees, plan
                  check and permit fees and other governmental fees, sales and
                  use taxes and all other costs to be expended by or on behalf
                  of Landlord in connection with the construction and
                  installation of the Tenant Improvements. If the final cost
                  proposal is less than or equal to the Estimated Work Cost,
                  Tenant and Landlord shall authorize construction to commence.
                  If the final cost proposal is greater than the Estimated Work
                  Cost, Tenant shall have the time period set forth in Section
                  2.8 above in which to give written notice to Landlord of
                  Tenant's acceptance or rejection of the final cost proposal.
                  If Tenant rejects such cost proposal, Tenant shall meet with
                  Landlord, the Space Planner and Contractor to make revisions.
                  All costs of Tenant-initiated changes requiring such revisions
                  shall be included in the cost of the Tenant Improvements.
                  Following such revisions, the Contractor shall submit a new
                  cost proposal to Tenant and Landlord, and the same procedure
                  will be followed as set forth above until Tenant has accepted
                  a proposal. Any time consumed in revising the drawings or
                  revising the estimated cost of construction shall be
                  considered a Tenant Delay and shall not delay the Commencement
                  Date of the Lease.

         5.3      No work shall commence until the Approved Plans are filed with
                  the governmental agencies having jurisdiction thereof, all
                  required building permits have been obtained, and the Space
                  Planner has certified that to the best of its knowledge, if
                  performed in accordance with the Approved Plans, the work will
                  comply with all laws, codes, regulations and statutes
                  applicable to such work.

         5.4      Tenant shall cause the Tenant Improvements to be constructed
                  or installed in the Premises by the Contractor in accordance
                  with the Approved Plans.

         5.5      Except as provided below, Tenant shall have no obligation for
                  defects in design, workmanship or materials, but shall use its
                  reasonable best efforts to enforce the Contractor's
                  obligations therefor and shallretain any manufacturers
                  warranties with respect to the work.

         5.6      Upon substantial completion of the construction and
                  installation of the Tenant Improvements, Tenant shall pay to
                  Landlord on demand the amount, if any, by which the actual
                  costs incurred by or on behalf of Landlord in connection with
                  the construction and installation of the Tenant Improvements,
                  including the costs of any authorized change orders as defined
                  below, exceeds the sum of the Tenant's Allowance and any
                  amounts previously delivered by Tenant to Landlord pursuant to
                  Section 4.3 above. Tenant shall have no obligation to pay for
                  costs in excess of the final cost proposal unless Tenant has
                  consented to such increased costs pursuant to Section 5.7.

         5.7      Any changes to the construction work may be made only upon
                  written request by Tenant approved in writing by Landlord, or
                  as may be required by any governmental agency, or as may be
                  required due to structural or unanticipated field conditions.
                  In each instance, said change must be evidenced by a written
                  change order describing the change. Tenant shall approve all
                  change orders materially affecting the Approved Plans or
                  increasing the costs of the Tenant Improvements in excess of
                  the final cost proposal approved by Tenant.

6.       Completion and Delays

         6.1      The work to be performed by Tenant under this Work Letter
                  Agreement shall be deemed substantially completed on the date
                  on which the Premises are completed by Tenant in substantial
                  conformance with the Approved Plans, except for remaining work
                  fully described on a "punch list" to be prepared by Tenant,
                  Landlord, and the Contractor and provided that the remaining
                  work on the approved "punch list" will not substantially
                  adversely affect Tenant's ability to occupy the Premises.
                  Tenant and Landlord will do everything in their power to cause
                  the Contractor to complete punch list items within a
                  reasonable timeframe, which shall not exceed thirty (30) days
                  after substantial completion of the Premises.

         6.2      If the Tenant Improvements are substantially delayed in being
                  completed as a result of any of the following circumstances or
                  events ("Tenant Delays"), the Commencement Date shall not be
                  deferred by reason of such delay, to wit:

                  1.       Tenant's failure to furnish information in accordance
                           with Section 2 above;
                  2.       Tenant's request for any special, long-lead materials
                           or installations as part of the Tenant Improvements
                           that do not conform to the Standards;
                  3.       Tenant's changes in any drawings, plans or
                           specifications, after the date of submission of the
                           Approved Plans;
                  4.       Any changes initiated by Tenant by reason of Tenant's
                           disapproval of cost proposals or resulting in the
                           preparation of revised cost proposals;
                  6.       The delivery, installation or completion of any
                           Tenant-finish work performed by Tenant's employees or
                           agents;
                  7.       The performance of any Additional Tenant Work, or any
                           failure to complete or delay in completion of such
                           work; or
                  8.       Any other act or omission of Tenantthat directly
                           delays the Tenant Improvements from being completed.

         6.3      If, for any reason, Tenant cannot complete the Tenant
                  Improvements by the Estimated Commencement Date, or perform
                  any other covenant contained in this Work Letter Agreement or
                  in the Lease related to the work described in this Work Letter
                  Agreement, Landlord shall not be in breach of this Work Letter
                  Agreement or the Lease, and shall not be subject to any
                  liability therefor, nor shall such failure affect the validity
                  of this Lease or the obligations of Tenant hereunder, except
                  that in any such case (unless caused by Tenant Delays), Tenant
                  shall not be obligated to pay rent or perform any other
                  obligation of Tenant under the terms of the Lease (other than
                  payment and performance due in advance of occupancy as
                  provided in the Lease or this Work Letter Agreement), until
                  possession of the Premises is tendered to Tenant.

7.       General

         7.1      All drawings, space plans, plans and specifications for any
                  improvements or installations in the Premises are subject to
                  Landlord's prior written approval. Any approval by Landlord or
                  Landlord's architects or engineers of any of Tenant's
                  drawings, plans or specifications which are prepared in
                  connection with construction of improvements in the Premises
                  shall not in any way bind Landlord or constitute a
                  representation or warranty by Landlord as to the adequacy or
                  sufficiency of such drawings, plans or specifications, or the
                  improvements to which they relate, for any use, purpose or
                  condition, but such approval shall merely evidence the consent
                  of Landlord to Tenant's construction of improvements in the
                  Premises in accordance with such drawings, plans or
                  specifications.

         7.2      Any failure by Tenant to pay any amounts due hereunder shall
                  have the same effect under the Lease as a failure to pay rent.
                  Any such failure, or the failure by Tenant to perform any of
                  its other obligations hereunder, shall constitute an event of
                  default under the Lease, entitling Landlord to all of its
                  remedies under the Lease, at law and in equity.

         7.3      All work, other than Landlord's work, required by Tenant to
                  render the Premises suitable for Tenant's occupancy and use
                  shall collectively be referred to as "Tenant's Work".  At its
                  option, Tenant may elect to use it's own Project Manager.
                  Landlord shall receive no supervision fee, overhead, profit
                  or other fees for the administration of such work.  In
                  addition, Landlord shall receive no fee (or reimbursement) for
                  the review and approval of any of Tenant's plans and
                  specifications or any other documentation fee or other such
                  fees or costs.  All Tenant's work shall be completed in
                  accordance with all applicable laws, including environmental
                  laws, and in compliance with the Americans with
                  Disabilities Act ("ADA").

         7.4      Tenant and its architects, engineers, consultants and
                  contractors (collectively, Tenant's "Consultants") shall have
                  access to the Building and the Premises for the purpose of
                  inspecting Landlord's work and planning Tenant's work. Tenant
                  shall have access to the Building for the performance of
                  Tenant's work. In the event Landlord performs Tenant's work,
                  prior to substantial completion, Tenant shall be allowed at
                  least 45 days early access to install cabling and other
                  special Tenant items required prior to the Commencement Date.
                  Landlord and Tenant shall coordinate a mutually acceptable
                  schedule.

8.       Competitive Bid

         Tenant may elect to put the Preliminary Plans or the Approved
Plans out for competitive bid to contractors mutually approved by Landlord. All
responses must be received within twenty (20) days after delivery of the
Preliminary Plans or Approved Plans to Tenant.

         IN WITNESS WHEREOF, the parties have executed this Work Letter
Agreement, at San Diego, California, concurrently with their execution of the
Lease.


TENANT:                                   LANDLORD:
CONVERA Corporation                       ASTON VIEWS, LLC
A Delaware Corporation                    A California limited liability company


By:__________________________________     By:__________________________________

Name:________________________________     Name:________________________________

Title:_______________________________     Title:_______________________________



By:__________________________________     By:__________________________________

Name:________________________________     Name:________________________________

Title:_______________________________     Title:_______________________________