CONSENT TO ASSIGNMENT


 I.       PARTIES AND DATE.

          This Consent to Assignment ("Consent") dated January 4, 2001,is made
by and among Intel America's Corporation as assignor ("Assignor), and Convera
Corporation as assignee ("Assignee"), and THE IRVINE COMPANY ("Landlord").

 II.      RECITALS.

          Landlord and Assignor, as tenant, are parties to a lease ("Lease")
dated November 11, 1992 for certain space located at 1781 Fox Drive, San Jose,
California. The Lease has subsequently been amended December 20,1999.

          Assignor desires Landlord to consent to Assignor's assignment to
Assignee of all Assignor's right title and interest in the Lease.

 III.     TERMS OF CONSENT.

          A. Assignor.
             --------

          For valuable consideration, receipt of which is hereby acknowledged,
Assignor:

                  1.  Agrees

                           a.   That it shall not be released  from its
obligations  under the Lease,  including all monetary obligations, if Assignee
fails to perform them;

                           b.   To promptly cure any default curable by
Assignee under the Lease, provided the cure may reasonably be accomplished by
Assignor without taking possession of the Premises;

                           c.   That it shall not have any right to take
possession of the Premises without the prior written consent of Landlord; and

                           d.   That it is, by a  separate  agreement
("Assignment  Agreement") with Assignee, assigning to Assignee all of
Assignor's right, title and interest in the Lease, including the security
deposit, if any.

                  2. Represents and warrants that it has not failed to disclose
to Landlord any information which, if known by Landlord, might provide grounds
for Landlord to reasonably withhold its consent to the assignment of the Lease
to Assignee.

          B. Assignee

          For valuable consideration, receipt of which is hereby acknowledged,
Assignee:
                  1.       Agrees

                           a.   That it has accepted the assignment made under
the Assignment Agreement;

                           b.   That the  Assignment  Agreement is subject to
the terms of the Lease and does not modify either party's obligations under
the Lease;

                           c.   To perform all of the terms under the Lease and
any amendment as though  Assignee were the original tenant under the Lease; and

                           d.   That its address for receipt of notices under
the Lease is:
                           The Irvine Company c/o Insignia/ESG Inc.
                           160 W. Santa Clara St. Ste. 1350.
                           San Jose. CA 95113-1735
                           and
                           Mr. Martin Nowakowski
                           Convera Corporation
                           -------------------
                           1921 Gallows Road, Suite 200
                           Vienna, Virginia 22182

                  2.  Acknowledges  that Landlord  has  not  made  any  express
or implied oral or written representation or promise that

                           a.   Future assignments will be approved;

                           b.   Assignee will enjoy financial success in
operating any business on the premises;

                           c.   It will grant an extension of the term or enter
into any other modification of the Lease; and

                           d.   Assignor is not in default under the Lease.

                  3. Acknowledges that it has been provided with a copy of the
Lease, together with all amendments, if any, and that it has read the Lease,
together with all amendments and fully understands its obligations as tenant
under the Lease.

 IV.      CONSENT.

          For valuable consideration, including the assignments,
acknowledgments, and representations of Assignor and Assignee set forth above,
Landlord consents to Assignor's assignment to Assignee of all of Assignor's
right, title and interest in the Lease.

 V.       GENERAL.

          A.      Attorney's Fees

          The provisions of the Lease respecting attorney's fees shall apply to
this Consent.

          B.      Authority to Execute Agreement

          Each individual executing this Consent on behalf of a partnership or
corporation represents that he or she is duly authorized to execute and deliver
this Consent on behalf of the corporation and/or partnership and agrees to
deliver evidence of his or her authority to Landlord upon request by Landlord.

 VI.      EXECUTION.

          Assignor,  Assignee and Landlord have executed this Consent as of the
date set forth in "I. PARTIES AND DATE" above.



<PAGE>


ASSIGNOR:


INTEL AMERICAS, INC.

By:/s/ W.F. Sheppard
W.F. Sheppard
Vice President
ASSIGNEE:

CONVERA CORPORATION

By  /s/ James Buchanan
James Buchanan
Title:    CFO


<PAGE>

LANDLORD:

THE IRVINE COMPANY

By: /s/ William R. Halford
William R. Halford
President, Office Properties

By:/s/ Nancy E. Trujillo
Nancy E. Trujillo
Assistant Secretary


<PAGE>




                       ASSIGNMENT AND ASSUMPTION OF LEASE
                                       AND
                              CONSENT TO ASSIGNMENT


         THIS ASSIGNMENT AND ASSUMPTION OF LEASE AND CONSENT TO ASSIGNMENT (this
"Assignment") is made and entered into this ______ day of _______________, 2001
by and among Intel America's Corporation, a Delaware corporation ("Assignor"),
Convera Corporation, a Delaware corporation ("Assignee") and The Irvine Company
("Landlord").


WHEREAS

          A.  Intel Corporation, a Delaware corporation, entered into the Lease
as defined below;

          B.  The Lease was  assigned to Intel  Americas,  Inc., a Delaware
Corporation,  by an  Assignment  and Assumption of Lease dated June 26, 2000;

          C.  Intel Corporation owns 100% of the common stock of Intel Americas,
Inc.;

          D.  Intel Corporation owns 54.3% of the common stock of Convera
Corporation, a Delaware corporation;

         E.   Convera Corporation is an affiliate of Intel Corporation and Intel
Americas Inc.; and

          F.  Intel Americas Inc. wishes to further assign the Lease to Convera
Corporation.

          THEREFORE, FOR GOOD AND VALUABLE CONSIDERATION, the receipt and
sufficiency of which are acknowledged, the parties agree as follows:

         1.       Definitions.  As used in this Assignment, each of the
following terms shall have the indicated
                  -----------
                  meaning:
                  1.1     "Lease"  means the Lease  Agreement,  dated
                          November 11, 1992 Landlord and Assignor covering the
                          Premises.
                  1.2     "Premises" means the premises located at 1781 Fox
                          Drive, San Jose, California.

         2.       Assignment  and  Assumption.   Effective  upon  the  full
execution  of  this  Assignment  and
                  ---------------------------
                  Assumption, Assignor hereby assigns,  transfers,  conveys  and
                  sets  over to Assignee, its successors and permitted  assigns,
                  all of Assignor's right, title and interest in and to, and all
                  of Assignor's  obligations  under the Lease.  Assignee  hereby
                  accepts this Assignment and assumes and agrees to be bound by,
                  and to perform  all of the terms, covenants and  conditions to
                  be performed by the tenant under the  Lease.  Such  assignment
                  and assumption are subject to  all of the  provisions of  this
                  Assignment and the Lease,  and to the  conditions set forth in
                  the Consent to Assignment.


<PAGE>


IN WITNESS WHEREOF, Assignor and Assignee have executed this Assignment on the
date set forth below.


ASSIGNOR:

INTEL AMERICAS, INC.
BY: /s/ W.F. Sheppard
W.   F.  Sheppard, Vice President
Date:


ASSIGNEE:

CONVERA CORPORATION
By:  /s/ James Buchanan
Print or Type Name of Signatory:
James Buchanan
Its   CFO
Date 11/23/01


<PAGE>


                       ASSIGNMENT AND ASSUMPTION OF LEASE
                                       AND
                              CONSENT TO ASSIGNMENT


         THIS ASSIGNMENT AND ASSUMPTION OF LEASE AND CONSENT TO ASSIGNMENT (this
Assignment") is made and entered into this 26th day of June 2000 by and among
Intel Corporation, a Delaware corporation ("Assignor ), Intel Americas, Inc., a
Delaware corporation ("Assignee") and The Irvine Company ("Landlord").

         FOR GOOD AND VALUABLE CONSIDERATION, the receipt and sufficiency of
which are acknowledged, the parties agree as follows:

         1.       Definitions.  As used in this Assignment,  each of the
following terms shall have the indicated
                  -----------
                  meaning:

                  1.1     "Lease" means the Lease Agreement, dated 11 November
                          1992 between Landlord and Assignor covering the
                          Premises.

                  1.2     "Premises" means the premises located at 1781 Fox
                          Drive, Building A

         2.       Assignment and Assumption. Effective as of January 1, 2000,
                  Assignor hereby assigns. transfers, conveys end sets over to
                  Assignee, its successors and permitted assigns, all of
                  Assignor's right, title and interest in end to, and all of
                  Assignor's obligations under the Lease. Assignee hereby
                  accepts this Assignment and assumes and agrees to be bound by,
                  and to perform all of the terms, covenants and conditions to
                  be performed by the tenant under the Lease. Such assignment
                  and assumption are subject to all of the provisions of this
                  Assignment and the Lease, and to the conditions set forth in
                  the Consent to Assignment of Landlord.

         3.       Consent to Assignment of Landlord.  Subject to the  following
conditions.  Landlord hereby consents to the assignment of the Lease by Assignor
to Assignee:

                  3.1     Assignor shall not be relieved of any obligation to be
                          paid or performed by the tenant under the Lease,
                          whether occurring before, on or after the date of this
                          Assignment, but rather Assignor and Assignee shall be
                          jointly and severally primarily liable for such
                          payment and performance;

                  3.2     This consent shall not be deemed or construed to
                          modify, amend or affect the provisions of the Lease or
                          the tenant's obligations under the Lease, which shall
                          continue to apply to the Premises and the occupants of
                          the Premises as if the Assignment had not been made;

                  3.3     Assignee may not further assign the Lease or sublet
                          the Premises without the prior written consent of
                          Landlord in each instance, except as expressly
                          provided otherwise in the Lease; and

          4.      General  Provisions.  A  modification  of or  amendment to any
provision  contained  in  this
                  -------------------
                  Assignment shall be effective only if the modification or
                  amendment is in writing and signed by the parties to this
                  Assignment.  This Assignment shall inure to the  benefit of,
                  and be binding on, the parties and their respective successors
                  and  permitted assigns.  This Assignment  shall be governed by
                  and construed and interpreted in accordance with, the laws
                  (excluding  the  choice of laws,  rules) of the State of
                  California.  This Assignment may be executed in any number of
                  duplicate originals or counterparts, each of which when so
                  executed shall constitute in the aggregate but one and the
                  same document.


<PAGE>


IN WITNESS WHEREOF, Assignor. Assignee and Landlord have executed this
Assignment on the date set forth below.

ASSIGNOR:

INTEL CORPORATION

By /s/ Willard F. Sheppard
Print or Type Name of Signatory
Willard F. Sheppard
V.P. and Director of Corporate Services

Date ______12/17/99_________



ASSIGNEE:

INTEL AMERICAS, INC.
By  /s/ Patrice Scatena
Print or Type Name of Signatory
Patrice Scatena
V.P. and Secretary
Date ______12/20/99_________



LANDLORD:

THE IRVINE COMPANY
By /s/ Robert E. Williams, Jr.
Robert E. Wi11iams, Jr.
President, Irvine Industrial Company,
a Division of The Irvine Company
Date   June 26, 2000

By  /s/ Jeffrey J. Wallace
Jeffrey J. Wallace
Assistant Secretary
Date:  June 26, 2000


<PAGE>




                          COMMENCEMENT DATE MEMORANDUM


LANDLORD:            Alpha Building Associates Joint Venture

TENANT:              Intel Corporation

LEASE DATE:          November 11, 1992

PREMISES:            13,829 square feet
                     1781 Fox Drive
                     San Jose, California  95131

Pursuant to  Paragraph  4.B. of the above  referenced  lease,  the  Commencement
Date is hereby  established  as January 15, 1993.

Landlord:
Alpha Building Associates Joint Venture a California general partnership
By:  Hutton Real Estate Services, Inc., a Delaware Corporation, general partner



Tenant:
Intel Corporation, a Delaware Corporation
By:  /s/ Earl Whetstone                               Date:  3-22-93
Title:  Earl Whetstone, V.P & Director, America's Sales Marketing



<PAGE>


                                      LEASE


       1.  Parties.  THIS LEASE (the  "Lease"),  dated  November , 1992,  is
entered  into by and  between  Alpha Building Associates Joint Venture, a
California general partnership  ("Landlord"),  whose address is c/o Shearson
Lehman  Brothers,  388  Greenwich  Street,  New  York,NY  10013 and Intel
Corporation,  a  Delaware  Corporation ("Tenant"),  whose address is Sales
Administration  R.N. 5-02. 2200 Mission College  Boulevard.  P.O. Box 58119,
Santa Clara, CA 95052--8119.

       2. Premises. Landlord hereby leases to Tenant and Tenant Hereby leases
from Landlord those certain premises consisting of approximately thirteen
thousand eight hundred and twenty nine (13,829) square feet, as shown in Exhibit
A (the "Premises") in that certain building, commonly known as 1781 Fox Drive,
Building A, in the City of San Jose, County of Santa Clara, California 95131,
(the "Building") as further defined in Paragraph 3.B., located on that certain
real Property consisting of approximately one and 89/lOOths (1.89) acres, as
more particularly described in Exhibit B (which, together with the Building and
other improvements thereon shall be referred to as the "Property"), together
with a right in common to the Common Area as defined in Paragraph 3.F. Tenant's
right to use the parking area and landscaped area of the Common Area of the
Premises, as that term is defined in Paragraph 3 F., shall be a right in common
with other tenants of the Property.

       3.  Definitions. The following terms shall have the following meanings in
this Lease:
           ------------

               A.     Alterations.  Any alterations,  additions or improvements
made in, or about the Building or the Premises after the commencement Date,
including,  but not limited to, lighting,  heating,  ventilating,  air
conditioning, electrical, partitioning, drapery and carpentry installations.

               B.     Building.  That certain  building on the Premises
consisting of  approximately  twenty-six thousand one hundred and twenty three
(26,126) square feet.

               C. CC&R's. Those certain covenants, conditions and restrictions
recorded at Page 394, Book G728, of the Official Records of Santa Clara County,
California, on April 16, 1982, and the First Amendment and Second Amendment
dated September 9, 1982, and recorded on November 24, 1982, as amended, attached
hereto as Exhibit C.

               D.     City. The City of San Jose, State of California.
                      ----

               E.     Commencement  Date. The Commencement Date of this Lease
shall be the first day of the Lease term determined in accordance with
Paragraph 4.B.

               F.     Common Area. All areas and facilities  connected with the
Property provided and designated by Landlord for the general use and convenience
of Tenant and other tenants and occupants of any part of the Property,
including, without limitation, those portions of the Building for the general
use and convenience of all tenants of the Building such as hallways,  stairs,
elevators, entrances and exits, restrooms, appurtenant equipment serving the
Building,  parking areas, sidewalks, landscaped  areas,  service  areas,  trash
disposal facilities, and similar areas and  acilities, subject to the reasonable
rules and  regulations  and changes therein from time to time promulgated by
Landlord governing the use of the Common Area.

               G.     County. The County of Santa Clara, State of California.

               H.     HVAC. Heating, ventilating and air conditioning.

               I.     Interest  Rate. The then prime rate of interest
established by Bank of America,  N.T.S.A., San Francisco  main branch, plus two
percent (2%),  however,  in no event to exceed the maximum rate of interest
permitted by law.

               J.     Landlord's  Agents.  Landlord's  authorized  agents,
partners,  subsidiaries,   directors, officers, and employees.

               K.     Monthly Rent. The rent payable pursuant to Paragraph 5.A.

               L. Real Property Taxes. Any form of assessment, license, fee,
rent tax, levy, penalty, or tax (other than net income, estate, succession,
inheritance, transfer or franchise taxes), imposed by any city, county, state or
federal government or any improvement or other district or division thereof,
whether such tax is: (i) determined by the area of the Premises or any part
thereof or the rent and other sums payable hereunder by Tenant or by other
tenants, including, but not limited to , any gross income or excise tax levied
by any of the foregoing authorities with respect to receipt of such rent or
other sums due under this Lease; (ii) upon any legal or equitable interest of
Landlord in the Property or the Premises or any part thereof; (iii) surcharged
against the parking area; (iv) upon this transaction or any document to which
Tenant is a party creating or transferring any interest in the Premises; or (v)
levied or assessed in lieu of, in substitution for, or in addition to, existing
or additional taxes against the Premises whether or not now customary or within
the contemplation of the parties.

               M.     Rent. Monthly Rent plus the Additional Rent defined in
Paragraph 5.C.

               N.     Security Deposit. That amount paid by Tenant pursuant to
Paragraph 7.

               0.     Sublet.  Any  transfer,  sublet,  assignment,  license or
concession  agreement,  change of ownerahip,  mortgage,  or  hypo-thecation of
this Lease or the Tenant's interest in the Lease or in and to all or a  portion
of the  Premises, or of cumulatively  more than 50% of the  ownership interests
of Tenant  (i.e., partnership interests if Tenant is a partnership or shares if
Tenant is a corporation).

               P.     Subrent. Any consideration of any kind received, by Tenant
from a subtenant if such sums are related to Tenant's  interest in this Lease or
in the  Premises,  including,  but not limited to, bonus money and payments (in
excess of book value) for Tenant's  assets  including  its trade  fixtures,
equipment and other personal Property, goodwill, general intangibles, and any
capital stock or other equity ownership of Tenant.

               Q.     Subtenant. The person or entity with whom a Sublet
agreement is proposed to be or is made.

               R.     Tenant  Improvements.  Those  certain  improvements to the
Premises to be  constructed  by Landlord pursuant to Exhibit D.

               S.     Tenant   Improvements   Allowance.   The  cost  allowance
provided  by Landlord for the construction of the Tenant Improvements as further
described in Exhibit D.

               T.     Tenant's  Personal  Property.  Tenant's  trade  fixtures,
furniture,  equipment  and other personal Property in the Premises.

               U.     Term. The term of this Lease set forth in Paragraph 4.A.

       4.      Lease Term.

               A.     Term.  The Term shall be a period of ten (10) years
beginning  on the  Commencement  Date as defined in Paragraph 4.B an terminating
ten (10) years thereafter, unless sooner terminated  according to the terms of
this Lease.

               B.     Commencement  Date. The Commencement  Date of this Lease
shall be January 1, 1993.  Notwithstanding  the above, in no event  shall the
Commencement  Date be prior to the date  fourteen (14) days  following  the date
Landlord has substantially completed the Premises in accordance with Exhibit D.

               C. Early Entry. Provided Tenant has paid to Landlord the Monthly
Rent for the month of January, 1993, Tenant shall have the right to enter the
Premises on or after December 15, 1992 to take occupancy of the Premises. Such
entry shall be subject to all of the terms and conditions of this Lease, except
that Tenant shall not be required to pay any rent on account thereof. Tenant
shall defend, indemnify and hold Landlord harmless from any claims, costs and
liabilities, including attorneys' fees and costs, arising out of or in
connection with any such early entry by Tenant. In the event the Commencement
Date of this Lease shall be later than January 1, 1993, Tenant shall have the
right to enter the Premises pursuant to the terms of this paragraph a minimum of
fourteen (14) days prior to the new Commencement Date following Landlord's
substantial completion of the Premises in accordance with Exhibit D (i.e.,
Tenant shall be allowed to occupy the Premises rent free for up to two (2) weeks
prior to the Commencement Date.

               D.    No  Perpetuity.  Either party, at its option, may terminate
this Lease by giving  written notice of its  election to terminate  to the other
party if the  Commencement Date has not occurred on or before one hundred twenty
(120) days from the date of execution hereof through no fault of the terminating
party.

       5. Rent.

               A. Monthly Rent. Tenant shall pay to Landlord, in lawful money of
the United States, for each calendar month of the term, in advance, on the first
day of each calendar month without abatement, deduction, claim, offset, prior
notice or demand, Monthly Rent as follows: Months 1 through 12 the monthly rent
shall be $11,063; from the 13th month through the end of the 24th month the
monthly rent shall be $12,446; from the 25th month through the end of the 36th
month the monthly rent shall be $13,829; from the 37th month through the end of
the 48th month the monthly rent shall be $15,212; from the 49th month through
the end of the 60th month the monthly rent shall be $16,180; from the 61st month
through the end of the 84th month the monthly rent shall be $17,978 and; from
the 85th month through the end of the 120th month the monthly rent shall be
$19,361. Tenant shall pay the first months Rent on or before the date Tenant
occupies the Premises.

               B.    Prorations. If the Commencement Date is not the first (1st)
day of a month, or if the termination date of this Lease is not the last day of
a month, a prorated installment of Monthly Rent based on a thirty (30) day month
shall be paid for the fractional month during which the Lease commences or
terminates.

               C.    Additional Rent: Increases in Operating Expenses and Taxes.
For purposes of this Lease, the parties agree to the following:

                     (i)    "Base  Operating  Expenses  and  Taxes" shall be the
amount of actual operating expenses for calendar year 1993, for the Building for
the full 1993 calendar year.

                     (ii)   "Operating  Expenses"  shall  mean all direct  costs
of operating, maintaining and managing the Building and Property (including
parking areas) including, but not limited to, all charges paid or expenses
incurred by Landlord for repairs, maintenance, utilities, water, capital
improvements required to meet changed government regulations as a result of
Tenant's particular use of the Premises, cleaning and janitorial services, a
reasonable management fee, security services, modifications or additional
capital improvements or replacement of existing building systems or equipment to
reduce the Operating Expenses which shall be amortized at the Interest Rate over
the useful life of the improvement or equipment and included in Operating
Expenses (to the extent of the cost savings realized) maintenance of landscaping
(including necessary plant replacements), glazing, plumbing systems, electrical
systems, heating and air conditioning systems, automatic fire extinguishing
systems, conference centers, roofs, down spouts, exterior common areas,
ceilings, Building exterior and common area doors, rubbish removal, Property and
liability insurance, licenses, permits and inspections, reasonable legal
expenses and the reasonable cost of contesting the validity or applicability of
any government enactments that may affect Operating Expenses.

                      (iii) "Taxes" shall mean all Real Property  Taxes as
hereafter defined in Paragraph 15 and all other taxes which are paid by Landlord
under this Lease.

               If the aggregate Operating Expenses and Taxes for the 1994
Calendar Year and each calendar year thereafter during the Lease term, exceeds
the Base Operating Expenses and Taxes, Tenant shall pay Landlord, as Additional
Rent, this increase ("Increase"). In no event shall Landlord be liable to Tenant
or will Rent be reduced based on the decreased cost of Operating Expenses and
Taxes in relation to Base Operating Expenses and Taxes.

               The Increases in Operating Expenses and Taxes shall be Additional
Rent and shall be paid to Landlord, expect as otherwise provided in this Lease,
as follows: prior to the commencement of each calendar year or within a
reasonable period thereafter, Landlord shall estimate, in advance, such Increase
for the following calendar year and Landlord shall notify Tenant of such
estimate in writing. Commencing on the first day of the first month of the
calendar year for which Landlord has notified Tenant of the estimated Increase,
and on the first day of every month thereafter in such year, Tenant shall pay to
Landlord, as Additional Rent, one-twelfth (1/12th) of such yearly Increase.
Within ninety (90) days of the end of each calendar year for which Tenant has
made estimated payments, Landlord shall furnish Tenant a statement rendered in
accordance with generally accepted accounting principles with respect to such
year, showing actual charges for the past calendar year and the total payments
made by Tenant on the basis of Landlord's estimate. Upon request by Tenant to
Landlord, Landlord shall allow Tenant to review Landlord's records with respect
to Operating Expenses at all reasonable times. If the Increase exceeds the
payments made by Tenant based on Landlord's estimate, Tenant shall pay the
deficiency to Landlord within thirty (30) days of Tenant's receipt of Landlord's
statement. If the total payments by Tenant based on Landlord's estimate exceeds
the Increase, Tenant's excess payment shall be credited toward future payments
by Tenant of Monthly Rent or refunded to Tenant within thirty (30) days of
Landlord's statement to Tenant. All Lease provisions with respect to late
charges and interest on unpaid Rent shall be applicable to Additional Rent, as
well as to Monthly Rent and all other monetary amounts due from Tenant under
this Lease.

               D.     Monetarv  Obligations  as Rent.  All monetary  amounts
payable by Tenant to Landlord under this Lease  including  but not  limited to
Monthly and  Additional  Rent,  and  amounts  paid by Landlord to cure Tenant's
default(s) shall be deemed "Rent" hereunder.

               E.     Operating Expense  Exclusions and Limitation.
Notwithstanding  anything to the contrary in this Lease,  Operating Expenses
shall not include, and Tenant shall have no liability for, the following expense
items:

                      (i)    the  construction  costs,  purchase price or
depreciation of the Property,  Building and Premises, and any additions thereto
or expansions thereof, including, without limitation, the cost of tools,
equipment and material purchased in connection therewith, and the cost to repair
defects therein.

                      (ii)   costs  incurred  for  the  repair,  maintenance  or
replacement of the structural components of the Property, Building or Premises,
including, without limitation, beams, columns, foundations, footings, structural
slabs and the roof.

                      (iii) costs incurred for the repair,  maintenance or
replacement of the Property,  Buildingor Premises, or any portion, to the extent
of: (a) the proceeds of insurance  which  Landlord is required to maintain under
the  Lease  or  actually  maintains   (whichever  is  greater),   including  any
deductibles  which exceed S25,000 and self-insured  amounts,  (unless such costs
are  attributable  to Tenant's  or  Tenant's  guests'  employees',  agents',  or
invitees'  negligence  or willful  misconduct  in which  event  Tenant  shall be
responsible  for  Landlord's  insurance  deductible or for such costs as are not
otherwise covered by such insurance),  (b) any  reimbursement  which Landlord is
entitled  to receive  therefore  under any  warranties  or from any third  party
(other than on account of a lessee's  proportionate share of Operating Expenses,
or (c)  the  negligence  or  willful  misconduct  of  Landlord  or  its  agents,
employees, contractors or invitees.

                      (iv) rentals and related expenses incurred in leasing air
conditioning  systems,  elevators or other  equipment  that may be classified as
capital expenditures under generally accepted accounting principles,  except for
rentals and related  expenses  incurred  in  connection  with the rental of such
equipment in order to make repairs or keep permanent  systems in operation while
repairs  are being  made,  and except for the  rental of  equipment  that is not
affixed to the  Property and which is used in the  maintenance  or repair of the
Property or Building or the provision of other services required to be furnished
by Landlord under this Lease.

                      (v)  interest,  principal,  points and fees on debt or
amortization of any deed of trust, mortgage or other debt instrument encumbering
all or any portion of the Property or Building.

                      (vi) expenses and penalties (including, without
limitation,  attorneys  fees)  incurred due to  Landlord's  violation of (a) any
lease of premises,  or (b) any deed of trust or mortgage,  or (c) any law, rule,
regulation,  code,  permit or private  restriction,  in each case,  affecting or
applicable to the Property, the Building or any portion thereof.

                      (vii) leasing  commissions,  attorneys' fees, tenant
improvement  costs and other costs and expenses  incurred in connection with the
leasing, or the improvement for leasing, of any premises.

                      (viii) advertising,  marketing,  media and promotional
expenditures regarding the Property or Building, and costs of signs in or on the
Property or Building identifying the owner, lender or any contractor thereof.

                      (ix) in the event a parking  charge is imposed  for use of
the parking  areas  serving the Property or  Buildings,  costs  incurred for the
maintenance, repair and operation of such parking areas.

                      (x) in no event shall management and administration fees
include any salaries,  benefits or other  compensation paid to personnel who are
not engaged full time or part time, as the case may be, in  connection  with the
maintenance,  operation or  management of the  Property;  Landlord's  general or
administrative  overhead  expenses;  costs of automobiles  and travel  expenses;
professional, civil or recreational memberships; costs of seminars, conventions,
educational  programs and the like;  or  charitable  contributions.  Salaries of
part--time  personnel shall be included in Operating Expenses only to the extent
of, and in proportion to, such person's engagement in the maintenance, operation
or management of the Property.

                      (xi)  costs  incurred  for  alterations  or  improvements
which are  considered  capital  improvements  or  replacements  under  generally
accepted  accounting  principles,  except as provided for in paragraph  5.C.(ii)
above.

                      (xii) costs  incurred in compliance  with the Americans
with  Disabilities  Act of 1990, as amended.

               All maintenance and other on--going service contracts for the
Property shall be competitively bid; Landlord shall accept the lowest
responsible bidder conforming to Landlord's requirements.

               The aggregate sum of all Operating Expenses upon which the
Increase is determined for a particular Lease year shall not exceed the
aggregate sum of such cost items which are actually incurred by Landlord for the
year in question. No cost item shall be included more than once or allocated
under more than one expense category.

               F. Tax Exclusions. Notwithstanding anything to the contrary in
the Lease, "Real Property Taxes" shall not include, and Tenant shall have no
liability for the following charges: (1) interest or penalties imposed as a
result of Landlord's failure to pay taxes or assessments when due; (2) any
taxes, fees, assessments, levies or similar impositions that are charged or
assessed other than with respect to the Premises, Building or Property; (3)
increases in real estate taxes resulting from new construction (other than of
the Tenant Improvements) or related to Tenant's use of the Premises; or (4)
Landlord's estate, gift, transfer, franchise or income taxes. All assessments
which can be paid by Landlord in installments shall be included as a
reimbursable expense item as if paid over the maximum number of installments
permitted, regardless of when Landlord actually pays such assessments.

       6.      Late Payment Charges.
               --------------------

               Tenant acknowledges that late payment by Tenant to Landlord of
Rent and other charges provided for under this Lease will cause Landlord to
incur costs being extremely difficult or impracticable to fix. Such costs
include, but are not limited to, processing and accounting charges, and late
charges that may be imposed on Landlord by the terms of any encumbrance and
notes secured by any encumbrance covering the Premises, or late charges and
penalties due to late payment of Real Property Taxes due on the Premises.
Therefore, if any installment of Rent or any other charge due from Tenant is not
received by Landlord within ten (10) days after Tenant receives written notice
from Landlord that such amount has not been paid when due, Tenant shall pay to
Landlord an additional sum equal to five percent (5%) of the amount overdue as a
late charge for every month or portion thereof that the Rent or other charges
remain unpaid. The parties agree that this late charge represents a fair and
reasonable estimate of the costs that the Landlord will incur by reason of the
late payment by Tenant. Acceptance of any late charge shall not constitute a
waiver of Tenant's default with respect to the overdue amount, nor prevent
Landlord from exercising any of the other rights and remedies available to
Landlord.

Initials:

----------------------------------------------     -----------------------
Landlord                                           Tenant

       7. Security Deposit.
          ----------------


<PAGE>


               Tenant shall not be required to deposit a security deposit with
Landlord.

       8.  Holding Over.
           ------------

               If Tenant remains in possession of all or any part of the
Premises after the expiration of the Term, with the express or implied consent
of Landlord, such tenancy shall be month--to--month only and shall not
constitute a renewal or extension for any further term. In such event, Monthly
Rent shall be increased to an amount equal to one hundred fifty percent (150%)
of the Monthly Rent payable during the last month of the Term, and any other
sums due hereunder shall be payable in the amount and at the times specified in
this Lease. Such month-to-month tenancy shall be subject to every other term,
condition, and covenant contained herein.

       9.  Tenant Improvements.
           -------------------

               Landlord agrees to construct the Premises and perform all tenant
standard improvement work at its sole cost and expense in accordance with the
plans attached hereto as Exhibit D (including repainting and recarpeting the
Premises, replacing all damaged ceiling tile and performing all required duct
work for the computer room as described on Exhibit D together with general
office standard electrical work). In addition, Landlord shall, at its expense,
provide all architectural services and construction drawings and shall obtain
all required permits. Tenant shall have the right to upgrade the standard finish
work to the Premises in accordance with the list of additional above standard
tenant improvements attached hereto as Exhibit E. In such event, Landlord shall
pay the cost of such additional above standard tenant improvement work provided,
however, the cost thereof shall be amortized into the Rent over a five (5) year
period at ten percent (10%) per annum at the time Landlord commences such
additional tenant improvement work.

       10.     Condition of Premises.
               ---------------------

               If Landlord has agreed to construct any Tenant Improvements,
within thirty (30) days after completion of the Tenant Improvements, Tenant
shall conduct a walk--through inspection of the Premises with Landlord and
complete a punch-list of items needing additional work by Landlord. Other than
the items specified in the punch-list, by taking possession of the Premises,
Tenant shall be deemed to have accepted the Premises in good, clean and
completed condition and repair, subject to all applicable laws, codes and
ordinances. The punch-list to be prepared by Tenant shall not include any damage
to the Premises caused by Tenant's move-in, which damage shall be repaired or
corrected by Tenant, at its expense. Tenant acknowledges that except as
expressly set forth in this Paragraph 10, neither Landlord nor its Agents have
made any representations or warranties as to the suitability or fitness of the
Premises for the conduct of Tenant's business or for any other purpose, nor has
Landlord or its Agents agreed to undertake any Alterations or construct any
Tenant Improvements to the Premises except as expressly provided in this Lease.
If Tenant fails to submit a punch-list to Landlord within such thirty (30) day
period, it shall be deemed that there are no items needing additional work or
repair. Landlord shall cause all reasonable punch-list items to be completed
within thirty (30) days after the punch-list has been submitted to Landlord by
Tenant, or as soon as practical thereafter. Upon completion of such punch-list
items, Tenant shall approve such completed items in writing to Landlord. If
Tenant fails to approve such items within seven (7) days of completion, such
items shall be deemed approved by Tenant. On the commencement of the term
hereof, Landlord shall deliver the Premises to Tenant free of debris and in good
working order, condition, and repair. Landlord represents and warrants to Tenant
that on the commencement of the term hereof, the Premises and any tenant
improvements to be constructed by Landlord (a) shall be free from material
structural defects, and (b) shall comply with all applicable covenants and
restrictions of record, statutes,'ordinances, codes, rules, regulations, orders,
and requirements. In the event of any breach of the foregoing warranties,
Landlords shall promptly rectify such breach at Landlord's sole cost and
expense. Landlord further represents and warrants to Tenant that as of the date
of this Lease, to the best of Landlord's knowledge, the Premises, including the
underlying soil and ground water, are free from contamination by any Toxic
Materials. As used herein, "to the best of Landlord's acknowledge" shall mean to
the current actual knowledge of Landlord, no duty being imposed upon Landlord to
undertake any inspection or investigation of the physical condition of the
Premises or the Property. Tenant acknowledges that Landlord has not conducted
any testing of the Premises (including the underlying soil and ground water) to
determine whether there is any contamination of the Premises by Toxic Materials,
and that Landlord's representation and warranty is based solely on Landlord's
current, actual knowledge. Landlord shall protect, indemnify, defend and hold
Tenant harmless from and against any and all liability, loss, suits, claims,
actions, costs and expenses, including attorneys' fees and costs arising from
any contamination of the Premises (including the underlying land and ground
water) by any Toxic Materials, except to the extent that any such contamination
was caused or contributed to by Tenant, its agents, employees, contractors,
invitees or subtenants. For the purposes of this paragraph, "contamination"
shall mean the presence of Toxic Materials or the release of any Toxic Materials
in excess of amounts permitted by applicable state, federal or local laws,
statutes, codes, ordinances, rules and regulations. Landlord's indemnification
obligations under this paragraph shall extend only to Tenant's "out-of-pocket"
costs, expenses and fees (which "out-of-pocket" costs shall include, without
limitation, attorneys' and consultants' fees and costs) and all third party
claims made against Tenant, but shall not include Tenant's lost profits or any
loss of rental value of the Premises suffered or allegedly suffered by Tenant or
anyone claiming under Tenant. Landlord's indemnity obligation under this
paragraph shall survive the termination of this Lease.

       11.     Use of the Premises.
               -------------------

               A.     Tenant's  Use.  Tenant shall use the Premises  solely for
general office and warehouse and other legal uses related  thereto and shall not
use the Premises  for any other  purpose  without  obtaining  the prior  written
consent of Landlord.

               B. CC&R's. Tenant agrees that the Premises are subject and
subordinate to the CC&R's. Tenant acknowledges that it has read the CC&R's and
knows the contents thereof. Throughout the Term, Tenant shall faithfully and
timely perform and comply with the CC&R's and any modification or amendments
thereof. Tenant shall hold Landlord and its Agents harmless and indemnify
Landlord and its Agents against any loss, expense, damage, attorneys' fees and
costs or liability arising out of or in connection with the failure of Tenant to
so perform or comply with the CC&R's.

               C.     Compliance.

                     (i)     Tenant  shall not use the  Premises  or suffer or
permit  anything  to be done in or  about  the  Premises  which  will in any way
conflict with any law, statute,  zoning  restriction,  ordinance or governmental
law, rule,  regulation or requirement of duly constituted public authorities now
in force or which may hereafter be in force,  or the requirement of the Board of
Fire Underwriters or other similar body now or hereafter constituted relating to
or affecting the  condition,  use or occupancy of the Premises.  Notwithstanding
the foregoing or anything to the contrary contained in this Lease,  Tenant shall
not be responsible  for  compliance  with any laws,  codes,  ordinances or other
governmental  directives  where such  compliance is not related  specifically to
Tenant's use and occupancy of the  Premises.  For example,  if any  governmental
authority  should  require  the  Building  or the  Premises  to be  structurally
strengthened  against  earthquake  or require the  removal of asbestos  from the
Premises and such  measures are imposed as a general  requirement  applicable to
all tenants rather than as a condition of Tenant's  specific use or occupancy of
the  Premises,  such work shall be performed by and at the sole cost of Landlord
provided,  however,  that if the acts or omissions of Tenant,  its  employees or
agents have caused or materially  contributed to the condition (e.g., Tenant has
installed  alterations  which affect the structural  integrity of the Building),
Tenant shall reimburse  Landlord,  as additional rent, for the costs incurred by
Landlord in effecting  compliance  with the applicable  law, code,  ordinance or
governmental  directive.  Tenant shall not commit any public or private nuisance
or any other act or thing which would  disturb the quiet  enjoyment of any other
tenant of Landlord or any  occupant of nearby  Property.  Tenant  shall place no
loads upon the floors,  walls or ceilings in excess of the maximum designed load
determined by Landlord or which  endanger the  structure;  nor place any harmful
liquids in the drainage systems;  nor dump or store waste materials or refuse or
allow such to remain outside the Building  proper,  except in the enclosed trash
areas provide. Tenant shall not store or permit to be stored or otherwise placed
any other material of any nature whatsoever outside the Building.

                     (ii)    In  particular,  Tenant,  at its sole cost,  shall
comply with all laws  relating to the storage,  use and  disposal of  hazardous,
toxic or radioactive  matter,  including those materials  identified in Sections
66680 through 66685 of Title 22 of the California  Administrative Code, Division
4,  Chapter  30  ("Title  22")  as  they  may  be  amended  from  time  to  time
(collectively  "Toxic  Materials").  If Tenant does store, use or dispose of any
Toxic Materials,  Tenant shall notify Landlord in writing at least ten (10) days
prior to their first  appearance  on the Premises  and Tenants  failure to do so
shall be a default under the Lease.  Tenant shall be solely  responsible for and
shall  defend,  indemnify  and hold  Landlord and its Agents  harmless  from and
against all claims, costs and liabilities,  including attorney's fees and costs,
arising out of or in connection with Tenant's storage, use and disposal of Toxic
Materials.  Tenant shall  further be solely  responsible  for and shall  defend,
indemnify and hold Landlord and its Agents harmless from and against any and all
claims, costs, and liabilities, including attorneys' fees and costs, arising out
of or in connection  with Tenant's use,  storage or disposal of Toxic  Materials
in, on or about the  Premises,  the Building,  or the Project,  and the removal,
clean--up and  restoration  work and materials  necessary to return the Premises
and any other Property of whatever nature to their  condition  existing prior to
Tenant's storage,  use or disposal of Toxic Materials on the Premises.  Tenant's
obligations hereunder shall survive the termination of this Lease.

        12.    Quiet Enjoyment.
               ---------------

               Landlord covenants that Tenant, upon performing the terms,
conditions and covenants of this Lease, shall have quiet and peaceful possession
of the Premises as against any person claiming the same by, through or under
Landlord.

        13.    Alterations.
               -----------

               Except for Tenant's telephone systems and office application
equipment, after the Commencement Date, Tenant shall not make or permit any
Alterations in, on or about the Premises, except for nonstructural Alterations
not exceeding Five Thousand Dollars ($5,000.00) in cost, with respect to any
Alterations or related series of Alterations without the prior written consent
of Landlord, and according to plans and specifications approved in writing by
Landlord, which consent shall not be unreasonably withheld. Notwithstanding the
foregoing Tenant shall not, without the prior written consent of Landlord, make
any:

                     (i)     Alterations to the exterior of the Building;
                                                                        -

                     (ii)    Alterations to and penetrations of the roof of the
 Building; and

                     (iii)  Alterations  visible from outside  the  Premises  to
which Landlord may withhold Landlord's consent on wholly aesthetic grounds.

All Alterations shall be installed at Tenant's sole expense, in compliance with
all applicable laws and the CC&R's, by a licensed contractor, shall be done in a
good and workmanlike manner conforming in quality and design with the Premises
existing as of the Commencement Date, and shall not diminish the value of either
the Building or the Premises. Tenant shall be required to provide Landlord with
"as--built" plans, copies of all construction contracts and proof of payment for
all labor and materials for any Alterations constructed by Tenant during the
Term. Tenant's telephone systems, trade fixtures and office application
equipment, and all Alterations made by Tenant shall be deemed Tenant's Personal
Property and Tenant shall have the right to remove said Personal Property from
the Premises upon the expiration of this Lease, provided, however, Tenant shall
repair any damage and perform any restorative work caused by such removal.
Subject to Paragraph 24, Landlord may, at its option, require Tenant, at
Tenant's expense, to remove any nonstructural Alterations installed by Tenant
and return the Premises to their condition as of the Commencement Date of this
Lease, normal wear and tear excepted, provided, however, Tenant shall not be
required to remove (a) any of the initial tenant improvements constructed on
behalf of Tenant, (b) any alterations made by Tenant in order to comply with its
repair obligations under Paragraph 17, or by any alterations or additions for
which Tenant obtained Landlord's consent, unless Landlord indicated, at the time
the Landlord granted such consent, that such removal will be required.
Notwithstanding any other provision of this Lease, Tenant shall be solely
responsible for the maintenance and repair of any and all Alterations made by it
to the Premises. Landlord may, at Landlord's option, require Tenant to provide,
at its cost, demolition and/or lien and completion bonds in a form and amount
satisfactory to Landlord.

        14.    Surrender of the Premises.
               -------------------------

               Upon the expiration or earlier termination of the Term, Tenant
shall surrender the Premises to Landlord in its condition existing as of the
Commencement Date, except for normal wear and tear and fire or other casualty
which Tenant was not otherwise obligated to remedy under any provision of this
Lease, Tenant shall remove from the Premises all of Tenant's Alterations
required to be removed pursuant to Paragraph 13., and all Tenant's Personal
Property and repair any damage and perform any restoration work caused by such
removal. In no event shall Tenant remove any of the following materials or
equipment without Landlord's prior written consent; Any power wiring or power
panels; lighting or lighting fixtures; wall coverings, drapes, blinds or other
window coverings; carpets or other floor coverings; heaters, air conditioners or
any other heating or air conditioning equipment not originally Tenant's personal
property; fencing or security gates; landscaping; or other similar building
operating equipment or decorations. If Tenant is then in default, Tenant shall
only remove such Alterations and Tenant's Personal Property as specified in
written notice from Landlord to Tenant. If Tenant fails to remove such
Alterations and Tenant's Personal Property, and such failure continues after the
termination of this Lease, Landlord may retain such Property and all rights of
Tenant with respect to it shall cease, or Landlord may place all or any portion
of such Property in public storage for Tenant's account. Tenant shall be liable
to Landlord for costs of removal of any such Alterations and Tenant's Personal
Property and storage and transportation costs of same, and the cost of repairing
and restoring the Premises, together with interest at the Interest Rate from the
date of expenditure by Landlord. If the Premises are not so surrendered at the
termination of this Lease, Tenant shall indemnify Landlord and its Agents
against all loss or liability resulting from delay by Tenant in so surrendering
the Premises, including, without limitation, any claims made by any succeeding
tenant, losses to Landlord due to lost opportunities to lease to succeeding
tenants, and attorneys' fees and costs.

        15.    Real Property and Personal Property Taxes.
               -----------------------------------------

               A.     Payment by  Landlord.  Landlord  shall pay all taxes,
assessments, license fees and other charges that are levied and assessed against
the Property.

B.     Personal  Property  Taxes.  Tenant  shall pay prior to  delinquency  all
taxes assessed or levied against Tenant's  Personal Property in, on or about the
Premises or elsewhere.  When possible,  Tenant shall cause its Personal Property
to be  assessed  and billed  separately  from the real or  personal  Property of
Landlord.

               C.    Failure to Pay.  Tenant's failure to pay the charges
required to be paid under  subparagraph B shall constitute a default  under this
Lease.

        16.    Utilities and Services.

               Landlord shall be responsible for and shall pay promptly all
charges for water, gas, electricity, refuse pickup, janitorial service and all
other utilities, materials and services furnished directly to or used by Tenant
in, on or about the Premises during the Term, together with any taxes thereon in
accordance with the provisions of Exhibit F attached hereto. Landlord shall not
be liable in damages or otherwise for any failure or interruption of any utility
service or other service furnished to the Premises, except that resulting from
the misconduct of Landlord.

        17.    Repair and Maintenance.

               A.    Building.
                     --------

                      (i)    Landlord's Obligations.  Landlord shall keep in
good order,  condition and repair the  structural  parts of the Building,  which
structural parts include the foundation,  exterior walls (excluding the interior
of all walls and the exterior and  interior of all windows,  doors,  plateglass,
showcases and interior ceiling),  roof and subflooring of the Premises,  as well
as all  plumbing  facilities  within the  Premises,  fixtures,  interior  walls,
floors, ceilings, windows, store front, doors, entrances, plateglass, showcases,
skylights, all electrical facilities and equipment, including lighting fixtures,
lamps,  fans and any exhaust  equipment  and  systems,  any  automatic  fire and
extinguisher  equipment  within the  Premises,  electrical  motors and all other
appliances  and equipment of every kind and nature located in, upon or about the
Premises  except for any damage thereto caused by the negligence or willful acts
or omissions  of Tenant or of Tenant's  agents,  employees  or  invitees,  or by
reason of the failure of Tenant to perform or comply with any terms,  conditions
or  covenants  in this  Lease,  or  caused by  Alterations  made by Tenant or by
Tenant's  agents,  employees or  contractors.  Tenant  shall notify  Landlord in
writing of the need for such repairs or maintenance.  Landlord will commence all
repairs  hereunder  in a timely  manner but at least within five (5) days (or as
soon as reasonably practicable) after receipt of written notice from Tenant. All
interior  glass  is at the sole  risk of  Tenant,  and any  broken  glass  shall
promptly be replaced by Tenant at Tenant's  expense with glass of the same kind,
size and quality.

               B.     Waiver.  Tenant waives the provisions of Sections 1941 and
1942 of the  California  Civil Code and any similar or successor  law  regarding
Tenant's  right to make repairs and deduct the expenses of such repairs from the
Rent due under this Lease.

        Notwithstanding the above, should Landlord fail or refuse to commence to
make critical repairs for any period exceeding fifteen (15) days after receipt
of notice from Tenant and proceed to diligently complete such repairs thereafter
and the unrepaired condition substantially impairs Tenant's use of the Premises,
then Tenant may make such repairs and deduct the expenses for the same from Rent
due under the Lease.

               C. Compliance with Governmental Regulations. Tenant shall, at its
own cost and expense, promptly and properly observe and comply with, including
the making by Tenant of any Alteration to the Premises, all present and future
orders, regulations, directions, rules, laws, ordinances, and requirements of
all governmental authorities (including without limitation state, municipal,
county and federal governments and their departments, bureaus, boards and
officials) arising from Tenant's use or occupancy of the Premises or privileges
appurtenant to or in connection with the enjoyment of the Premises, including
the provisions of the Americans with Disabilities Act of 1990, as amended.
Landlord represents that to the best of its current actual knowledge the Premise
shall substantially comply with the Americans With Disabilities Act of 1990 upon
the Commencement Date of this Lease.

               D.     Failure  to Pay.  Failure  of Tenant to pay any of the
valid  charges  required  to be paid under this  paragraph  shall  constitute  a
default under this Lease.

        18.    Fixtures.

               Tenant shall, at its own expense, provide, install and maintain
in good condition all its Personal Property required in the conduct of its
business in the Premises.

        19.    Liens.

               Tenant shall keep the Premises free from any liens arising out of
any work performed, materials furnished or obligations incurred by or on behalf
of Tenant and hereby indemnifies and holds Landlord and its Agents harmless from
all liability and cost, including attorneys' fees and costs, in connection with
or rising out of any such lien or claim of lien. Tenant shall cause any such
lien imposed to be released of record by payment or posting of a proper bond
acceptable to Landlord within ten (10) days after the earlier of imposition of
the lien or written request by Landlord. If Tenant elects to contest any charges
resulting in a lien or claim of lien, Tenant shall post a bond to cover the
amount of the lien. Tenant shall give landlord written notice of Tenant's
intention to perform work on the Premises which might result in any claim of
lien at least twenty (20) days prior to the Commencement of such work to enable
Landlord to post and record a Notice of Nonresponsibility or other notice deemed
proper before the commencement of any such work. If Tenant fails to so remove
said lien or post a bond within the prescribed ten (10) day period, then
Landlord may do so at Tenant's expense and Tenant's reimbursement to Landlord
for such amounts shall be deemed Additional Rent. Such reimbursement shall
include all sums disbursed, incurred or deposited by Landlord including
Landlord's costs, expenses and reasonable attorneys' fees with interest thereon
at the Interest Rate.

       20.     Landlord's Right to Enter the Premises.
               --------------------------------------

               Tenant shall permit Landlord and its Agents to enter the Premises
at all reasonable times with reasonable notice, except for emergencies in which
case no notice shall be required, to inspect the same, to post Notices of
Nonresponsibility and similar notices to show the Premises to interested parties
such as prospective lenders and purchasers, to make necessary Alterations or
repairs, to discharge Tenant's obligations hereunder when Tenant has failed to
do so within a reasonable time after written notice from Landlord, and at any
reasonable time within one hundred and eighty (180) days prior to the expiration
of the Term, to place upon the Premises ordinary "For Lease" signs and to show
the Premises to prospective tenants. The above rights are subject to reasonable
security regulations of Tenant, and to the requirement that Landlord shall at
all times act in a manner so as to minimize interference with Tenant's business.



<PAGE>


        21.    Signs.
               -----

               Tenant shall have the right to one (1) exterior monument sign
fronting Fox Drive at an exact location to be designated by Landlord. Tenant
shall have no right to maintain any other Tenant identification sign in any
other location in, on or about the Building or the Premises and shall not
display or erect any other Tenant identification sign, display or other
advertising material that is visible from the exterior of the Building. The
size, design, color and other physical aspects of the Tenant's signs shall be
subject to Landlord's written approval prior to installation, which shall not be
unreasonably withheld, the CC&R's, and any appropriate municipal or other
governmental approvals. The cost of the signs, their installation, maintenance
and removal expense shall be Tenant's sole expense. If Tenant fails to maintain
its signs, or, if Tenant fails to remove its signs upon termination of this
Lease, Landlord may do so at Tenant's expense and Tenant's reimbursement to
Landlord for such amounts shall be deemed Additional Rent. Such reimbursement
shall include all sums disbursed, incurred or deposited by Landlord including
Landlord's costs, expenses and reasonable attorneys' fees with interest thereon
at the Interest Rate.

        22.        Insurance.
                   ---------

               A. Indemnification. Tenant hereby agrees to defend (with
attorneys acceptable to Landlord), indemnify and hold harmless Landlord and its
Agents from and against any and all damage, loss, liability or expense
including, without limitation, attorneys' fees and legal costs suffered directly
or by reason of any claim, suit or judgment brought by or in favor of any person
or persons for damage, loss or expense due to, but not limited to, bodily injury
and Property damage sustained by such person or persons which arises out of, is
occasioned by or in any way attributable to the use or occupancy of the Property
or any part thereof and adjacent areas by the Tenant, the acts or omissions of
the Tenant, its agents, employees or any contractors brought onto the Premises
by the Tenant, except to the extent caused by the negligence of Landlord or its
Agents. Tenant agrees that the obligations assumed herein shall survive this
Lease.

               B.     Tenant's  Insurance.  Tenant  agrees to  maintain  in full
force and  effect at all times  during  the Term,  at its own  expense,  for the
protection of Tenant and Landlord,  as their  interests may appear,  policies of
insurance issued by responsible carrier or carriers acceptable to Landlord which
afford the following coverage:

                     (i)     Workers' compensation - Statutory limits.

                     (ii)    Employer's  liability - Not less than One Hundred
Thousand  and  no/lOOths  Dollars ($100,000.00).

                     (iii) Comprehensive general liability  insurance including
blanket  contractual  liability  broad form Property  damage,  personal  injury,
completed  operations,  products liability,  fire damage legal, in an amount not
less than One Million and  no/lOOths  Dollars  ($1,000,000.00)  combined  single
limit for both bodily injury and Property damage, naming Landlord and its Agents
as additional insureds,  containing cross liability endorsements, if applicable,
and insuring Tenant's performance of the indemnification provisions contained in
Paragraph 22.A.
                     (iv) "All Risk" Property insurance  (including,  without
limitation,  vandalism,  malicious mischief,  inflation  endorsement,  sprinkler
leakage  endorsement,  and boiler and machinery  coverage) on Tenant's  Personal
Property  located on or in the  Premises,  and any  Alterations  constructed  or
installed on the Premises by Tenant.  Such insurance shall be in the full amount
of the replacement  cost, as the same may from time to time increase as a result
of inflation or otherwise,  and shall be in a form providing coverage comparable
to the coverage  provided in the standard ISO  All--Risk  form.  As long as this
Lease is in effect,  the proceeds of such policy shall be used for the repair or
replacement  of such items so insured.  Landlord  shall not have any interest in
the insurance upon Tenant's Personal Property.

               C. Property Insurance. During the Term Landlord shall maintain
"All Risk" Property insurance (including, at Landlord's option, earthquake and
flood coverage, inflation endorsement, sprinkler leakage endorsement, and boiler
and machinery coverage) on the Property, in the amount of the full replacement
value thereof. excluding coverage of all Tenant's Personal Property located on
or in the Premises, but including any Tenant Improvements. Such insurance shall
also include insurance against loss of rents on an "All Risk" basis, including ,
at Landlord's option, earthquake and flood, in an amount equal to the Monthly
Rent and Additional Rent, and any other sums payable under the Lease, for a
period of at least twelve (12) MONTHS COMMENCING ON THE DATE OF LOSS. Such
insurance shall name Landlord and its Agents as named insureds and include a
lender's loss payable endorsement in favor of Landlord's lender (Form 438 BFU
Endorsement).

               D.     Deductibles.  Any  deductibles in connection  with those
items set forth in Paragraph 22.B. must be approved in writing by Landlord prior
to issuance of such policies, which approval shall not be unreasonably withheld.
Tenant  shall be liable  for the  payment  of any  deductible  amount  under any
insurance policies required by be maintained pursuant to this Lease.

               E. Certificates. Tenant shall deliver to Landlord at least thirty
(30) days prior to the time such insurance is first required to be carried by
Tenant, and thereafter at least thirty (30) days prior to expiration of each
such policy, certificates of insurance evidencing the above coverage with limits
not less than those specified above. The certificates shall expressly provide
that the interest of Landlord therein shall not be affected by any breach of
Tenant of any policy provision for which such certificates evidence coverage.
Further, all certificates shall expressly provide that no less than thirty (30)
days' prior written notice shall be given Landlord in the event of cancellation
of the coverage evidenced by such certificates.

               F.     Increased Coverage.  Upon demand,  Tenant shall provide
Landlord, at Tenant's expense, with such increased amount of existing insurance,
and such other insurance as Landlord or Landlord's lender may reasonably require
to afford  Landlord and Landlord's  lender  adequate  protection,  provided said
insurance  is then  standard  for tenants of similar  buildings  in the San Jose
area.

               G. No Limitation of Liability. Landlord and its Agents make no
representation that the limits of liability specified to be carried by Tenant
under this Lease are adequate to protect Tenant. If Tenant believes that any
such insurance coverage is insufficient, Tenant shall provide, at its own
expense, such additional insurance as Tenant deems adequate.

               H. Insurance Requirements. All such insurance shall be in a form
satisfactory to Landlord and shall be carried with companies that have a general
policy holder's rating of not less than "A" and a financial rating of not less
than Class "X" in the most current edition of Best's Insurance Reports: shall
provide that such policies shall not be subject to material alteration or
cancellation except after at least thirty (30) days' prior written notice to
Landlord; and shall be primary as to Landlord. The policy or policies, or duly
executed certificates for them, together with satisfactory evidence of payment
of the premium thereon shall be deposited with Landlord prior to the
Commencement Date, and upon renewal of such policies, not less than thirty (30)
days prior to the expiration of the term of such coverage. If Tenant fails to
procure and maintain the insurance required hereunder, Landlord may, but shall
not be required to, order such insurance at Tenant's expense and Tenant's
reimbursement to Landlord for such amounts shall be deemed Additional Rent. Such
reimbursement shall include all sums disbursed, incurred or deposited by
Landlord including Landlord's costs, expenses and reasonable attorneys' fees
with interest thereon at the Interest Rate. Tenant is expressly prohibited from
doing or permitting any act or use of the Premises which would invalidate any
insurance policy.

               I.     Failure to Pay.  The failure of Tenant to obtain and pay
for any insurance  required to be obtained and paid for by it hereunder shall be
deemed a default under this Lease.

               J. Self Insure. Notwithstanding anything herein to the contrary,
Landlord acknowledges and agrees that Tenant shall have the right to elect to
self-insure against any and all risks for which insurance is required hereunder
by giving written notice of such election to Landlord or, at any time during the
Term, to provide such insurance through an insurance company in accordance with
the requirements of this paragraph 22. This right to self-- insure is granted to
Intel Corporation and shall not be a part of this Lease in the event of a Sublet
of this Lease.

        23.    Waiver of Subrogation.

               Landlord and Tenant each hereby waive all rights of recovery
against the other on account of loss and damage occasioned to such waiving party
for its Property or the Property of others under its control to the extent that
such loss or damage is insured against under any insurance policies which may be
in force at the time of such loss or damage or, in the case of Tenant, to the
extent self--insurance coverage is provided hereunder. Tenant and Landlord
shall, upon obtaining policies of insurance required hereunder, give notice to
the insurance carrier that the foregoing mutual waiver of subrogation is
contained in this Lease and Tenant and Landlord shall cause each insurance
policy obtained by such party to provide that the insurance company waives all
right of recovery by way of subrogation against either Landlord or Tenant in
connection with any damage covered by such policy.

        24.    Damage or Destruction.

               A.     Landlord's  Obligation to Rebuild. If the Premised or the
Building is damaged or destroyed,  Landlord shall promptly and diligently repair
the same unless it has the right to terminate this Lease as provided  herein and
it elects to so terminate.

               B.     Landlord's  Right to Terminate.  Landlord  shall have the
right to terminate this Lease in the event any of the following events occurs:

                     (i)     The Premises are destroyed  and  insurance proceeds
are not available to pay ninety (90%)  percent of the cost of repair,  excluding
any deductible for which Tenant shall be responsible;

                     (ii)    The  Premises or the Building is destroyed and more
than one hundred  twenty (120) days is reasonably  required to repair or restore
the Premises, or the Building, as the case may be;
                     (iii) The  Premises  or Building  cannot be safely repaired
because of the  presence of  hazardous  factors,  including  but not limited to,
earthquake faults, radiation, chemical waste and other similar dangers.

                      If Landlord elects to terminate this Lease, Landlord shall
give Tenant written notice or its election to terminate  within thirty (30) days
after such damage or destruction,  and this Lease shall  terminate  fifteen (15)
days after the date Tenant  receives  such  notice.  If  Landlord  elects not to
terminate  the Lease,  Landlord  shall give notice to Tenant of its  election to
rebuild  within  thirty (30) days of casualty  to the  Premises  and such notice
shall specify Landlord's architect's or engineer's reasonable estimate as to the
time required to rebuild or restore the Premises.  If, in the reasonable opinion
of  Landlord's  architect or engineer,  the Premises will take longer 4..han one
hundred  twenty  (120) days to rebuild or restore  and  Landlord  has elected to
perform such rebuilding or restoration,  Tenant may, notwithstanding  Landlord's
election, terminate this Lease by written notice to Landlord of such termination
within ten (10) days after its receipt of Landlord's  notice.  Such  termination
shall be  effective  thirty  (30) days  after the  giving  of  Tenant's  notice.
Landlord  shall  promptly,  following  the date of such  damage or  destruction,
commence the process of obtaining  necessary  permits and  approvals,  and shall
commence  repair of the  Premises  or the  Building as soon as  practicable  and
thereafter  prosecute  the same  diligently to  completion,  in which event this
Lease will  continue  in full force and  effect.  All  insurance  proceeds  from
insurance under Paragraph 22., excluding proceeds for trade fixtures,  equipment
and other personal Property of Tenant,  shall be disbursed and paid to Landlord.
If the casualty to the Premises or the Building is due to Landlord's  negligence
or willful misconduct, Landlord shall at Tenant's option be obligated to rebuild
or restore the same  notwithstanding  any  insufficiency  of insurance  proceeds
provided  that  Landlord's  out--of--pocket  costs for such  restoration  do not
exceed Fifty Thousand and no/lOOths Dollars  ($50,000.00).  If Landlord fails to
restore the Premises  (including  reasonable  means of access  thereto) within a
period which is sixty days longer than the period stated in Landlord's notice to
Tenant as the estimated rebuilding period,  Tenant, at any time thereafter until
such  rebuilding is completed,  may terminate  this Lease by delivering  written
notice  to  Landlord  of such  termination,  in which  event  this  Lease  shall
terminate as of the date of the giving of such notice.

               C. Limited Obligation to Repair. Landlord's obligation, should it
elect to be obliqated to repair or rebuild, shall be limited to the basic
Premises and the Tenant Improvements, or the basic Building, as the case may be,
and Tenant shall, at its expense, replace or fully repair all Tenant's Personal
Property and any alterations installed by Tenant and existing at the time of
such damage or destruction.

               D. Abatement of Rent. Rent shall be temporarily abated
proportionately, but only to the extent of any proceeds received by Landlord
from rental abatement insurance described in Paragraph 22.C. in the event the
damage was caused by the negligence of Tenant or its Agents, during any period
when, by reason of such damage or destruction, Landlord reasonably determines
that there is substantial interference with Tenant's use of the Building, giving
regard to the extent to which Tenant may be required to discontinue Tenant's use
of the Building. Such abatement shall commence upon such damage or destruction
and end upon substantial completion by Landlord of the repair or reconstruction
which Landlord is obligated or undertakes to do. Tenant shall not be entitled to
any compensation or damages from Landlord for loss of the use of the Premises,
damage to Tenant's Personal Property or any inconvenience occasioned by such
damage, repair or restoration. Tenant hereby waives the provisions of Section
1932, Subdivision 2, and Section 1933, Subdivision 4, of the California Civil
Code, and the provisions of any similar law hereinafter enacted. This waiver is
made so that the provisions of this Lease, not general principles of law, shall
govern the obligations and rights of the parties in the event of damage or
destruction.

               E. Damage Near End of Term. Anything herein to the contrary
notwithstanding, if the Premises or the Building is destroyed or damaged during
the last twelve (12) months of the Term, then Landlord may, at its option,
cancel and terminate this Lease as of the date of the occurrence of such damage
provided Tenant may elect to remain in the undamaged portion of the Premises if
satisfactory for the conduct of its business. If Landlord does not elect to so
terminate this Lease, the repair of such damage shall be governed by Paragraphs
24.A. or 24.B., as the case may be. If this Lease is terminated, Landlord may
keep all the insurance proceeds resulting from such damage, except for those
proceeds payable under policies obtained by Tenant which specifically insure
Tenant's Personal Property.

               F.    Replacement  Cost.  The  determination  in good faith by
Landlord of the estimated  cost of repair of any damage,  or of the  replacement
cost of the Premises or the Building,  shall be  conclusive  for the purposes of
this paragraph.

        25.    Condemnation.

               A. Total Taking - Termination. If title to all of the Property or
so much thereof is taken for any public or quasi-- public use under any statute
or by right of eminent domain so that reconstruction of the Property will not,
in Landlord's and Tenant's mutual opinion, result in the Property being
reasonably suitable for Tenant's continued occupancy for the uses and purposes
permitted by this Lease, this Lease shall terminate as of the date that
possession of the Property or part thereof by taken. If the parties are unable
to so agree within thirty (30) days of the taking, the matter shall be submitted
to arbitration according to the rules, but not the jurisdiction of, the American
Arbitration Association.

               B. Partial Taking. If any part of the Premises is taken and the
remaining part is reasonably suitable for Tenant's continued occupancy for the
purposes and uses permitted by this Lease, this Lease shall, as to the part so
taken, terminate as of the date that possession of such part of the Premises is
taken. The Rent and other sums payable hereunder shall be reduced
proportionately in the degree to which Tenant's use of the Premises is impaired.
Landlord shall, to the extent of any condemnation proceeds available for such
purpose, compensate Tenant for the unamortized value of any Alterations made to
the Premises by Tenant which Tenant has a right to remove pursuant to Paragraph
13 of this Lease, and make all necessary repairs or alterations to the Premises
so as to make the portion of the Premises not taken a complete architectural
unit. Such work shall not, however, exceed the scope of the work done by
Landlord in originally constructing the Premises. Rent and other sums payable
hereunder shall be temporarily abated during such restoration proportionately in
the degree to which Tenant's use of Premises is impaired. Each party hereby
waives the provisions of Section 1265.130 of the California Code of Civil
Procedure allowing either party to petition the Superior Court to terminate this
Lease in the event of a partial taking of the Property or Premises. Such waiver
is made so that the provisions of this Lease, not general principles of law,
shall govern the rights and obligations of the parties in the event of a partial
taking.

               C. No Apportionment of Award. Nothing contained herein shall be
deemed or construed to prevent Tenant from interposing and prosecuting in any
condemnation proceedings a claim for the unamortized value of any fixtures or
improvements installed in or made to the Premises by Tenant if Tenant has the
right to remove such improvements pursuant to Paragraph 13, or for its costs of
moving or loss of business by reason of such condemnation. Nothing contained
herein shall be deemed to give Landlord any interest in or require Tenant to
assign to Landlord any separate award made to Tenant for the taking of Tenant's
Personal Property, for the interruption of Tenant's Business, or its moving
costs, or for the loss of its good--will.

               D. Temporary Taking. No temporary taking of the Premises shall
terminate this Lease. Any award made to Tenant by reason of such temporary
taking shall belong entirely to Tenant and Landlord shall not be entitled to
share therein. Rent shall be abated only to the extent that any award made to
Tenant for such temporary taking is less than the Rent due under this Lease for
the period of such temporary taking. Each party agrees to execute and deliver to
the other all instruments that may be required to effectuate the provisions of
this paragraph.



<PAGE>



               E.     Sale Under Threat of  Condemnation.  A sale by Landlord to
any authority having the power of eminent domain,  either under confirmed threat
of condemnation or while condemnation proceedings are pending, shall be deemed a
taking under the power of eminent domain for all purposes of this paragraph.

        26.    Assignment and Subletting.

               A. Landlord's Consent. Tenant shall not enter into a Sublet
without Landlord's prior written consent, which consent shall not be
unreasonably withheld. Any attempted or purported Sublet without Landlord's
prior written consent shall be void and confer no rights upon any third person
and, at Landlord's election, shall terminate this Lease.

               B. Sublet Form. Each Sublet to which Landlord has consented shall
be by an instrument in writing in a form reasonably satisfactory to Landlord and
shall be executed by Tenant and Subtenant. Each Subtenant shall agree in
writing, for the benefit of Landlord, to assume, to be bound by, and to perform
the terms, conditions and covenants of this Lease to be performed by Tenant.
Notwithstanding anything contained herein, Tenant shall not be released from
liability for the performance of each term, condition and covenant of this Lease
by reason of Landlord's consent to a Sublet unless Landlord specifically grants
such release in writing.

               C.     No Waiver.  Consent by Landlord  to one such Sublet  shall
not be deemed to be a consent to any subsequent Sublet.

               D. Information to be Furnished. If Tenant desires at any time to
Sublet the Premises or any portion thereof, it shall first notify Landlord of
this desire to do so and shall submit in writing to Landlord: (i) the name of
the proposed Subtenant; (ii) the nature of the proposed Subtenant's business to
be carried on in the Premises; (iii) the terms and provisions of the proposed
sublet and a copy of the proposed Sublet form containing a description of the
subject premises; and (iv) such financial information, including financial
statements, as Landlord may reasonably request concerning the proposed
Subtenant.

               E. Landlord's Alternatives. At any time within fifteen (15) days
after Landlord's receipt of the information specified in Paragraph 26.d.,
Landlord may, by written notice to Tenant, elect: (i) to lease for its own
account the Premises or the portion thereof so proposed to be sublet by Tenant,
upon the same terms as those offered to the proposed Subtenant but on a form
reasonably acceptable to Landlord; (ii) to lease for its own account the
Premises or the portion thereof so proposed to be Sublet by Tenant to any person
upon any terms desired by Landlord; (iii) to consent to the Sublet by Tenant; or
(iv) to refuse its consent to the Sublet. Consent to a Sublet shall not be
unreasonably withheld or delayed by Landlord.

        If Landlord fails to elect any of the alternatives set forth in
Paragraph 26.3.(i) through Paragraph 26.3.(iv) above within the fifteen (15) day
period, it shall be deemed that Landlord has consented to the Sublet.

        If Landlord elects to proceed with either Paragraph 26.3.(i) or
Paragraph 26.E. (ii), and to lease the Premises or portion thereof proposed to
be Sublet by Tenant on its own account, Landlord and Tenant shall enter into a
limited release and termination agreement whereby Tenant is relieved of any
liability, including the payment of Rent, with respect to such released portion
of the Premises during the term of the Sublet. Upon the expiration of the lease
between Landlord and the new tenant for such released space, providing this
Lease Term is still in effect, Landlord shall return possession of the released
space to Tenant in substantially the same condition, normal wear and tear
excepted, it was in when it was released and delivered to Landlord, and Tenant
shall resume all its obligations under this Lease with respect to such space,
including, without limitation, the payment of Rent attributable to such space.

        If Landlord proceeds with Paragraph 26.E. (iii) and consents to the
Sublet, Tenant may thereafter enter into a valid Sublet of the Premises or
portion thereof, upon the terms and conditions and with the proposed Subtenant
set forth in the information furnished by Tenant to Landlord pursuant to
Paragraph 26.0., subject, however, at Landlord's election, to the condition that
fifty percent (50%) any excess of the Subrent over (i) the Rent required to be
paid by Tenant hereunder, (ii) the cost to Tenant of any brokers' commission for
the Sublet, (iii) the cost to Tenant of any tenant improvements to induce the
subtenant to enter the Sub let and (iv) any other direct costs of producing the
Sublet, shall be paid to Landlord. Any such Subrent to be paid to Landlord
pursuant hereto shall be payable to Landlord as and with the Monthly Rent
payable to Landlord hereunder pursuant to Paragraph 5.A. Tenant shall provide
Landlord with copies of paid invoices, certified by Tenant to be true and
correct, for each of the direct costs incurred by Tenant in procuring the
Sublet.

               F.     Proration. If a portion of the Premises is Sublet, the pro
rata share of the Rent  attributable  to such partial area of the Premises shall
be  determined  by Landlord by dividing the Rent payable by Tenant  hereunder by
the total square footage of the Premises and multiplying the resulting  quotient
(the per square  foot rent) by the number of square feet of the  Premises  which
are Sublet.

               G.     Executed  Counterpart.  No Sublet shall be valid nor shall
any Subtenant take  possession of the Premises until an executed  counterpart of
the Sublet agreement has been delivered to Landlord.

               H.     Exempt Sublets.  Notwithstanding the foregoing, Landlord's
consent  shall not be required  for any Sublet to a  subsidiary  or affiliate of
Tenant,  or any  transfer of this Lease as the result of a merger or purchase of
substantially  all the assets of Tenant provided that the successor entity has a
net worth  greater than or equal to the net worth of Tenant as of the date prior
to the merger or purchase of substantially all the assets of Tenant.

               I.     No Merger.  No merger shall result from Tenant's sublease
of the Premises under this Article 26,  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 the Tenant as
sub landlord thereunder.

        27.    Default.

               A.     Tenant's  Default.  At the option of Landlord,  a default
under this Lease by Tenant shall exist if any of the following events shall
occur:

                      (i)    If  Tenant  shall  have  failed to pay Rent or any
other sum required to be paid hereunder when due; and such failure continues for
a period of five business  days after  Tenant's  receipt of written  notice from
Landlord  specifying  Tenant's failure to pay when due,  provided,  however that
such  notice  shall be in lieu of, and not in addition  to, any notice  required
pursuant to Section 1161 of the  California  Code of Civil  Procedure  regarding
unlawful detainer actions; or

                      (ii)   If Tenant  shall have failed to perform  any term,
covenant or condition of this Lease except those requiring the payment of money,
and Tenant shall have failed to cure such breach  within  thirty (20) days after
written notice thereof from Landlord where such breach could reasonably be cured
within such thirty (30) day period;  provided,  however, that where such failure
could not  reasonably  be cured  within the thirty (3O) day period,  that Tenant
snail not be in default if it has commenced such  performance  within the thirty
(30) day period and diligently thereafter prosecutes the same to completion; or

                      (iii) If Tenant shall have assigned its assets for the
benefit of its creditors; or

                      (iv) If the  sequestration  or  attachment of or execution
on any material part of Tenant's Personal  Property  essential to the conduct of
Tenant's business shall have occurred,  and Tenant shall have failed to obtain a
return or release of such Personal  Property within thirty (30) days thereafter,
or prior to sale pursuant to such sequestration,  attachment or levy,  whichever
is earlier; or

                      (v) If Tenant shall have abandoned or vacated the
Premises,  provided,  however,  if Tenant  continues  to pay Rent as and when it
becomes  due  there  shall  be no  default  hereunder  and in the  case  of such
abandonment  or  vacation  Landlord  shall  have the  right to try to relet  the
Premises on behalf of Tenant; or

                      (vi) If a court  shall  have made or  entered  any  decree
or order  other than under the  bankruptcy  or  approving  as  properly  filed a
petition  seeking  reorganization  of Tenant;  or  directing  the  winding up or
liquidation of Tenant and such decree or order shall have continued for a period
of thirty (30) days; or

               B.     Remedies.  Upon a default,  Landlord shall have the
following remedies, in addition to all other rights and remedies provided by law
or otherwise  provided in this Lease, to which Landlord may resort  cumulatively
or in the alternative.

                      (i)    Landlord may continue  this Lease in full force and
effect,  and this  Lease  shall  continue  in full  force and  effect as long as
Landlord does not  terminate  this Lease,  and Landlord  shall have the right to
collect Rent when due.

                      (ii)   Landlord may terminate Tenant's right to possession
of the Premises at any time by giving written  notice to that effect,  and relet
the Premises or any part thereof. Tenant shall be liable immediately to Landlord
for all costs  Landlord  incurs in reletting  the Premises or any part  thereof,
including, without limitation, broker's commissions (to the extent applicable to
the then  remaining Term of this Lease),  expenses of cleaning and  redecorating
the Premises  required by the reletting  and like costs.  Reletting may be for a
period  shorter  or  longer  than  the  remaining  term of this  Lease.  Acts of
maintenance,  efforts to relet the Premises or the  appointment of a receiver on
Landlord's  initiative to protect Landlord's interest under this Lease shall not
constitute  a  termination  of Tenant's  right to  possession.  On  termination,
Landlord has the right to remove all Tenant's  Personal  Property and store same
at Tenant's cost and to recover from Tenant as damages:

                                    (a)    The worth at the time of award of
unpaid Rent and other sums due and payable  which had been earned at the time of
termination including any remaining above standard tenant improvement with which
has been amortized into the rent and not paid at the time of default; plus

                                    (b)    The worth at the time of award of the
amount by which the unpaid Rent and other sums due and payable  which would have
been payable  after  terminations  until the time of award exceeds the amount of
such Rent loss that Tenant proves could have been reasonably avoided; plus

                                     (c)   The worth at the time of award of the
amount by which the unpaid  Rent and other sums due and  payable for the balance
of the Term  after the time of award  exceeds  the amount of such Rent loss that
Tenant proves could be reasonably avoided; plus

                                     (d)   Any  other  amount   reasonably
necessary  which is to  compensate  Landlord for ail the  detriment  proximately
caused by Tenant's failure to perform Tenant's  obligations under this Lease, or
which,  in the ordinary course of things,  would be likely to result  therefrom,
including without limitation, any costs or expenses incurred by Landlord: (i) in
retaking possession of the Premises; (ii) in maintaining, repairing, preserving,
restoring,  replacing,  cleaning, altering or rehabilitating the Premises or any
portion  thereof,  including such acts for reletting to a new tenant or tenants;
(iii)  for  leasing  commissions;  or (iv)  for any  other  costs  necessary  or
appropriate to relet the Premises; plus

                                    (e) At Landlord's  election,  such other
amounts in addition to or in lieu of the foregoing as may be permitted from time
to time by the laws of the State of California.

               The "worth at the time of award" of the amounts referred to in
Paragraphs 27.B.(ii) (a) and 27.B.(ii)(b) is computed by allowing interest at
the Interest Rate on the unpaid rent and other sums due and payable from the
termination date through the date of award. The "Worth at the time of award" of
the amount referred to in Paragraph 27.B.(ii)(c) is computed by discounting such
amount at the discount rate of the Federal Reserve Bank of San Francisco at the
time of award plus one percent (1%). Tenant waives redemption or relief from
forfeiture under California Code of Civil Procedure Sections 1174 and 1179, or
under any other present or future law, in the event Tenant is evicted or
Landlord takes possession of the Premises by reason of any default of Tenant
hereunder.

                      (iii)  Landlord may, with or without terminating this
Lease,  and pursuant to  California  law,  re--enter the Premises and remove all
persons and Property from the Premises;  such Property may be removed and stored
in a public warehouse or elsewhere at the cost of and for the account of Tenant.

               C. Landlord's Default. Landlord shall not be deemed to be in
default in the performance of any obligation required to be performed by it
hereunder unless and until it has failed to perform such obligation within
thirty (30) days after receipt of written notice by Tenant to Landlord
specifying the nature of such default; provided, however, that if the nature of
Landlord's obligation is such that more than thirty (30) days are required for
its performance, then Landlord shall not be deemed to be in default if it shall
commence such performance within such thirty (30) day period and thereafter
diligently prosecute the same to completion. In addition to all of the rights
and elections provided in this Lease and all other legal or equitable remedies
or damages provided by law and not waived hereunder, Tenant may elect after
written notice to Landlord and Landlord's failure to cure within the time herein
prescribed, to proceed without terminating this Lease to correct any such
default by itself, performing or complying on behalf of Landlord, with any of
the covenants, conditions and agreements to be performed by Landlord, except for
structural repairs, and may collect the cost of same from Landlord.

        28.    Subordination.

               A. Documentation. This Lease is subject and subordinate to ground
and underlying leases, mortgages and deeds of trust (collectively
"Encumbrances") which now affect the Premises, to the CC&R's and to all
renewals, modifications, consolidations, replacements and extensions thereof;
provided, however, if the holder or holders of any such Encumbrance ("Holder")
shall require that this Lease to be prior and superior thereto, within seven (7)
days of written request of Landlord to Tenant, Tenant shall execute, have
acknowledged and deliver any and all documents or instruments, in the form
presented to Tenant, which Landlord or Holder deems reasonably necessary or
desirable for such purposes. Landlord shall have the right to cause this Lease
to be and become and remain subject and subordinate to any and all Encumbrances
which are now or may hereafter be executed covering the Premises or any
renewals, modifications, consolidations, replacements or extensions thereof, for
the full amount of all advances made or to be made thereunder and without regard
to the time or character of such advances, together with interest thereon and
subject to all the terms and provisions thereof. Notwithstanding the foregoing,
in the event of termination of any such lease or upon the foreclosure of any
such mortgage or deed of trust, so long as Tenant is not in default, Holder
shall enter into a recognition and attornment agreement with Tenant to the
effect that, as long as Tenant shall pay the Rent and observe and perform all
the provisions of this Lease to be observed and performed by Tenant, no lease
termination or foreclosure of, deed given in lieu of foreclosure of, or sale
under the Encumbrance, and no steps or procedures taken under the Encumbrance,
shall affect Tenant's rights hereunder. Within ten (10) days after Landlord's
written request, Tenant shall execute any and all documents required by Landlord
or the Holder required to effectuate such subordination to make this Lease
subordinate to any lien of the Encumbrance. If Tenant fails to do so, it shall
be deemed that Tenant has agreed to subordinate this Lease to the lien of the
Encumbrance. Landlord represents that as of the date of this Lease, there are no
deeds of trust or mortgages encumbering the Premises. Further, Landlord agrees
to use reasonable efforts to obtain and deliver to Tenant a Non-- Disturbance
Agreement running to the benefit of Tenant from all beneficiaries of future
deeds of trust or mortgages.

               B.     Attornment.  Notwithstanding  anything to the contrary set
forth in this  paragraph,  Tenant  hereby  attorns  and  agrees to attorn to any
entity  purchasing  or  otherwise  acquiring  the  Property at any sale or other
proceeding or pursuant to the exercise of any other  rights,  powers or remedies
under such  Encumbrance.  and such  entity  shall  attorn to Tenant or  Tenant's
successor in interest.

        29. Notices. Any notice or demand required or desired to be given under
this Lease shall be in writing and shall be personally served or in lieu of
personal service may be given by mail. If given by mail, such notice shall be
deemed to have been given when seventy--two (72) hours have elapsed from the
time when such notice was deposited in the United States Mail, registered or
certified, and postage prepaid, addressed to the party to be served. At the date
of execution of this Lease, the addresses of Landlord and Tenant are as set
forth in Paragraph 1. Either party may change its address by giving notice of
same in accordance with this paragraph.

        3O. Attorneys' Fees. If either party brings any action or legal
proceeding for damages for an alleged breach of any provision of this Lease, to
recover rent, or other sums due, to terminate the tenancy of the Premises or to
enforce, protect or establish any term, condition or covenant of this Lease or
right of either party, the prevailing party shall be entitled to recover as a
part of such action or proceedings, or in a separate action brought for that
purpose, reasonable attorneys' fees and costs.

        31.    Estoppel Certificates. Tenant shall within seven (7) days
following written request by Landlord:

                      (i)    Execute and deliver to Landlord any documents,
including  estoppel   certificates,   in  the  form  prepared  by  Landlord  (a)
certifying,  if true, 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 date to which
the Rent and other charges are paid in advance,  if any, and (b)  acknowledging,
if true, that there are not, to Tenant's knowledge,  any uncured defaults on the
part of Landlord, or, if there are uncured defaults on the part of the Landlord,
stating the nature of such uncured  defaults,  and (c)  evidencing the status of
the Lease as may be required  eitl3r by a lender making a loan to Landlord to be
secured by deed of rust or mortgage  covering the Property or a purchaser of the
 .perty from Landlord. Tenant's failure to deliver an estoppel certificate within
seven (7) days after delivery of Landlord's  written  request  therefor shall be
conclusive upon Tenant (a) that this Lease is in full force and effect,  without
modification except as may be represented by Landlord, (b) that there are now no
uncured defaults in Landlord's performance and (c) that no Rent has been paid in
advance.

               If Tenant fails to so deliver a requested estoppel certificate
with the prescribed time, it shall be deemed that there are no uncured defaults
on the part of Landlord to be performed and that this Lease is in full force and
effect.

        32. Transfer of the Property by Landlord. In the event of any conveyance
of the Property and assignment by Landlord of this Lease, Landlord shall be and
is hereby entirely released from all liability under any and all of its
covenants and obligations contained in or derived from this Lease occurring
after the date of such conveyance and assignment and all such covenants and
obligations shall be binding upon the transferee.

        33. Landlord's Right to Perform Tenant's Covenants. If Tenant shall at
any time fail to make any payment or perform any other act on its part to be
made or performed under this Lease, subject to the notice and cure provisions of
Paragraph 27.A., Landlord may, but shall not be obligated to without waiving or
releasing Tenant from any obligation of Tenant under this Lease, make such
payment or perform such other act to the extent Landlord may deem desirable, and
in connection therewith, pay expenses and employ counsel. All sums so paid by
Landlord and all penalties, interest and costs in connection therewith shall be
due and payable by Tenant on the next day after any such payment by Landlord,
together with interest thereon at the Interest Rate from such date to the date
of payment thereof by Tenant to Landlord, plus collection costs and attorneys'
fees. Landlord shall have the same rights and remedies for the nonpayment
thereof as in the case of default in the payment of Rent.

        34. Tenant's Remedy. If Landlord shall fail to perform any covenant,
term or condition of this Lease upon Landlord's part by be performed, Tenant
shall be required to deliver to Landlord written notice of the same. If, as a
consequence of such default, Tenant shall recover a money judgment against
Landlord, such judgment shall be satisfied only out of the proceeds of sale
received upon execution of such judgment and levied thereon against the right,
title and interest of Landlord in the Premises and out of Rent or other income
from such Property receivable by Landlord or out of consideration received by
Landlord from the sale or other disposition of all or any part of Landlord's
right, title or interest in the Premises, and neither Landlord nor its Agents
shall be liable for any deficiency.

        35. Mortgagee Protection. In the event of any default on the part of
Landlord, Tenant will give notice by registered or certified mail to any
beneficiary of a deed of trust or mortgagee of a mortgage covering the Premises
(provided Landlord has provided Tenant with the name and address of such
beneficiary or mortgagee), and shall offer such beneficiary or mortgagee a
reasonable opportunity to cure the default, including time to obtain possession
of the Premises by power of sale or a judicial foreclosure, if such should prove
necessary to effect a cure.

        36. Brokers. Landlord and Tenant each warrant and represent to the other
that it has had no dealings with any real estate broker or agent in connection
with the negotiation of this Lease, except for Cushman & Wakefield and CPC Baker
Harris and that neither knows of any other real estate broker or agent who is or
night be entitled to a commission in connection with this Lease. Landlord and
Tenant each agree to indemnify and hold the other party and its Agents harmless
from and against any and all liabilities or expenses, including attorneys' fees
and costs, arising out of or in connection with claims made by any other brokers
or individuals for commission or fees resulting from the execution of this
Lease.

        37. Acceptance. Delivery of this Lease, duly executed by Tenant,
constitutes an offer to lease the Premises, and under no circumstances shall
such delivery be deemed to create an option or reservation to lease the Premises
for the benefit of Tenant. This Lease shall only become effective and binding
upon full execution hereof by Landlord and delivery of a signed copy to Tenant.

        38.    Recording.  Neither party shall record this Lease. Either party
may,  however,  record a short  form  memorandum  of this  Lease  with the prior
written  consent of the other party,  which  consent  shall not be  unreasonably
withheld or delayed.

        39.    Quitclaim.  In the  event a short form  memorandum  of this Lease
is filed of  record,  upon any  termination  of this  Lease,  Tenant  shall,  at
Landlord's  request,  execute,  have  acknowledged  and  deliver  to  Landlord a
quitclaim deed of the Premises.

        40. Modifications for Lender. If, in connection with obtaining financing
for the Property or any portion thereof, Landlord's lender shall request
reasonable modification to this Lease as a condition to such financing, Tenant
shall not unreasonably withhold, delay or defer its consent thereto, provided
such modifications do not materially adversely affect Tenant's rights hereunder.

        41. Parking. Pursuant to Paragraph 2., Tenant shall have the right to
park in the Project's parking facilities free of charge unless any governmental
entity imposes a parking fee, parking surcharge or similar imposition on
property owners in which event Tenant shall pay such fee, surcharge or
imposition to Landlord upon request. Such right to park shall be on conditions
as may from time to time be established by Landlord. Tenant agrees to cooperate
with Landlord and other tenants in the use of the parking facilities. Landlord
reserves the right in its absolute discretion to determine whether the parking
facilities are becoming crowded and to allocate and assign parking spaces among
Tenant and the other tenants. Notwithstanding anything to the contrary contained
in this Lease, Tenant shall have the right to utilize during the Term four (4)
parking spaces per each 1,000 square feet of Premises.

        42.    General.
               -------

               A.     Captions.  The captions and headings used in this Lease
are for the purpose of  convenience  only and shall not be construed to limit or
extend the meaning of any part of this Lease.

               B.     Executed Copy. Any fully executed copy of this Lease shall
be deemed an original for all purposes.

               C.     Time.  Time is of the essence for the  performance of each
term,  condition and covenant of this Lease.

               D.     Severability.  In case any one or more of the provisions
contained  herein,  except for the payment of Rent, shall for any reason be held
to be  invalid,  illegal  or  unenforceable  in any  respect,  such  invalidity,
illegality,  or  unenforceability  shall not affect any other  provision of this
Lease,  but this  Lease  shall  be  construed  as if such  invalid,  illegal  or
unenforceable provision had not been contained herein.

               E.     Choice of Law. This Lease shall be construed  and enforced
in  accordance  with the laws of the State of  California.  The  language in all
parts of this Lease shall in all cases be construed as a whole  according to its
fair meaning and not strictly for or against either Landlord or Tenant.

               F.     Gender:  Singular, Plural.  When the context of this Lease
requires, the neuter gender includes the masculine,  the feminine, a partnership
or corporation or joint venture, and the singular includes the plural.

               G.    Binding  Effect.  The covenants  and  agreement  contained
in this Lease  shall be binding on the  parties  hereto and on their  respective
successors and assigns to the extent this Lease is assignable.

               H. Waiver. The waiver by either party of any breach of any term
condition or covenant, of this Lease shall not be deemed to be a waiver of such
provision or any subsequent breach of the same or any other term, condition or
covenant of this Lease. The subsequent acceptance of Rent hereunder by Landlord
shall not be deemed to be a waiver of any preceding breach at the time of
acceptance of such payment. No covenant, term or condition of this Lease shall
be deemed to have been waived unless said party evidences the waiver in a
writing signed by said party.

               I.    Entire Agreement.  This Lease is the entire agreement
between the parties, and there are no agreements or representations  between the
parties except as expressed  herein.  Except as otherwise  provided  herein,  no
subsequent  change or addition to this Lease shall be binding  unless in writing
and signed by the parties hereto.

               J. Authority. Each individual executing this Lease on behalf of
Tenant represents and warrants that he is duly authorized to execute and deliver
this Lease on behalf of Tenant in accordance with its by--laws or a corporate
resolution and that this Lease is binding upon Tenant in accordance with its
terms. Landlord, at its option, may require a copy of such written authorization
to enter into this Lease. The failure of Tenant to deliver the same to Landlord
within seven (7) days of Landlord's request therefor shall be deemed a default
under this Lease. Landlord covenants and represents that it has full and
complete authority to enter into this Lease under all of the terms, conditions
and provisions set forth herein and so long as Tenant performs each and every
term, provision and condition herein contained on the part of Tenant to be
performed, Tenant may peacefully and quietly enjoy the Premises without
hindrance or molestation by Landlord or by any other person claiming by, through
or under Landlord.

               K.     Exhibits.  All  exhibits,  amendments, riders and addendum
attached hereto are hereby incorporated herein and made a part hereof.

               L.     Joint and Several Liability.  All parties signing this
Lease as Tenant Shall be jointly and  severally  liable for all  obligations  of
Tenant.

        43.    Option to Cancel.  Landlord grants to Tenant a one (1) time right
to cancel this Lease at the end of the sixtieth (60th) month of the Lease on the
following terms and conditions:

               A.     Tenant shall  provide  Landlord  with at least one hundred
eighty (180) days prior written notice of election to cancel this Lease; and

               B.     Tenant shall pay, at the time of giving such notice, a
cancellation fee equal to $48,540.



<PAGE>


        THIS LEASE is effective as of the date the last signatory necessary to
execute the Lease shall have executed this Lease.

TENANT:

INTEL CORPORATION
A Delaware corporation

Dated: Nov. 9, 1992

Earl Whetstone
Director, Americas Sales & Mktg.


LANDLORD:

ALPHA BUILDING ASSOCIATES JOINT VENTURE,
a California general partnership

Dated:_____________, 1992

HUTTON REAL ESTATE SERVICES, INC.
A Delaware Corporation
general partner

William Caulfield
Vice--President


<PAGE>


The land referred to herein is described as follows:

ALL HA CERTAIN REAL PROPERTY IN THE CITY OP SAN ~OSE, COUNTY CF SA CLARA, STATE
OF CALIFORNIA, OESCRIBEO AS FOLLOWS:

                                   PARCEL CNE

ALL OF PARCEL. 2, AS -SHOWN UPON THAT CERTAIN MAP ENTITLED, "~ MAP BEING ALL OF
LOTS '4 C 5 OF TRACT NO. 7422, ACCORDING TO THE MAP THEREOF RECORDED IN BOOK 511
OF MAPS AT PAGES 20 THROUGH 23, SANTA CLARA COUNTY RECORDS", WHICH MAP WAS FILED
FOR RECORD IN THE OFFICE OF THE RECORDER OF THE COUNTY OF SANTA CLARA, STATE OF
CALIFORNIA, MAY 23, 1983, IN BOOK 513 OF MAPS, AT PAGES a AND 9.

RESERVING THEREFROM AN EASEMENT 24.00 FEET IN WIDTH FOR THE PURPOSE "MUTUAL
INGRESS/EGRESS", OVER THE SOUTHERLY PORTION OF PARCEL 2, AS UPON THAT CERTAIN
MAP ENTITLED, "PARCEL MAP BEI?JG ALL OF LOTS 14 ; 5 TRACT ~JO. 7422, ACCORDING
TO THE MAP THEREOF RECORDED IN 800K 511 01 AT PAGES 20 THROUGH 23, SANTA CLARA
CCUNTY RECORDS", WHICH MAP WAS F FOR RECORD IN THE OFFICE OF THE RECORDER OF THE
COUNTY OF SANTA CLA; STATE OF CALIFORNIA, 014 HAY 23, 1983 IN BOOK 513 OF MAPS,
AT PAGES 1 AND 9

SAID EASEMEIJT IS RESERVED AS APPURTENANT TO AND FOR THE BENEFIT OF 1, AS SHOWN
O~1 SAID PARCEL MAP ABOVE REFERRED TO.

                                   PARCEL TWO

AN EASEMENT 2'4.O0 FEET IN WIDTH FOR THE PURPOSE OF "MUTUAL INGRESSA OVER THE
WESTERLY AND NORTHWESTERLY- PORTIONS OF PARCEL 1, AS SHOWN THAT CERTAIN MAP
ENTITLED, " PARCEL MAP BEING ALL OF LOTS '4 C S OF NO. 7'.22, ACCORDING TO THE
MAP THEREOF RECORDED IN BOOK 511 OF MAPS PAGES 20 THROUGH 23, SANTA CLARA
COUNTY. RECORDS:, WHICH MAP WAS FI RECORD IN THE OFFICE OF THE RECORDER OF THE
COUNTY OF SANTA CLARA, OF CALIFORNIA, ON MAY 23 , 1583 IN BOOK 52.3 OF MAPS, AT
PAGES 8 AND


<PAGE>


RECORDING REQUESTED BY:


WHEN RECORDED RETURN TO:

HOWELL & HALLGRIMSON
28 North First Street
10th Floor, Commercial Building
San Jose, CA 95113


SECOND AMENDMENT TO DECLARATION OF
COVENANTS, CONDITONS AND RESTRICTIONS FOR
SWENSON BUSINESS PARK
DATED SEPTEMBER 9, 1982


                 On April 16. 1992, Carl N. Swenson Co., Inc., California
corporation  ("Declarant"),  caused to be recored a  Declaration  of  Covenants,
Conditions and  Restrictions  Swenson  Business Park in Book G728,  Pages 394 et
sec., Santa Clara County Records,  California,  affecting  certain real property
described   therein.   References  to  "Declaration"  mean  the  Declaration  of
Covenants,  Conditions and  Restrictions for Swenson Business park, as it may be
amended from time to time.

                Thomas A. Lopes and Evelyn J. Lopes, Trustees the Thomas A.
Lopes Family Trust, as to an undivided 89.5% interest; and Stephen Thomas Lopes,
as to an undivided 3.5% interest; and Shelly Christine Botner, as to an
undivided 3.5% interest; and Jeffrey Michael Lopes, as to an undivided 3.5%
interest, are the owners ("Owner") of the real property described in Exhibit A,
attached hereto and made a part hereof.

                 Pursuant to Article XIII of the Declaration, Declarant and
Owner herebv annex the real property described in Exhibit A to the real property
described in the Declaration and cause the real property described in Exhibit A
become subject to all the provisions of the Declaration.


<PAGE>




               RECORDING REQUESTED BY:                        G728  394

               WHEN RECORDED RETURN TO:                        7338883
               HOWELL & HALLGRIMSON
               Tenth Floor Commercial Building
               28 North First Street
               San Jose, CA 95113
               Attn: Eric Wong


               Recorded at the request of
               Title Insurance and Trust Company

               April 10, 1982

               George A. Mann, Recorder
               Santa Clara County, Official Record


               DECLARATION OF COVENANTS
               CONDITIONS AND RESTRICTIONS
               FOR
               SWENSON BUSINESS PARK



<PAGE>


RECORDING REQUESTED BY:


WHEN RECORDED RETURN TO:

HOWELL & HALLGRIMSON
28 North First Street
10th Floor, Commercial Building
San Jose, CA 95113


SECOND AMENDMENT TO DECLARATION OF
COVENANTS, CONDITONS AND RESTRICTIONS FOR
SWENSON BUSINESS PARK
DATED SEPTEMBER 9, 1982


                 On April 16. 1992, Carl N. Swenson Co., Inc., California
corporation  ("Declarant"),  caused to be recorded a  Declaration  of Covenants,
Conditions and  Restrictions  Swenson  Business Park in Book G728,  Pages 394 et
sec., Santa Clara County Records,  California,  affecting  certain real property
described   therein.   References  to  "Declaration"  mean  the  Declaration  of
Covenants,  Conditions and  Restrictions for Swenson Business park, as it may be
amended from time to time.

                Thomas A. Lopes and Evelyn J. Lopes, Trustees the Thomas A.
Lopes Family Trust, as to an undivided 89.5% interest; and Stephen Thomas Lopes,
as to an undivided 3.5% interest; and Shelly Christine Botner, as to an
undivided 3.5% interest; and Jeffrey Michael Lopes, as to an undivided 3.5%
interest, are the owners ("Owner") of the real property described in Exhibit A,
attached hereto and made a part hereof.

                 Pursuant to Article XIII of the Declaration, Declarant and
Owner herebv annex the real property described in Exhibit A to the real property
described in the Declaration and cause the real property described in Exhibit A
become subject to all the provisions of the Declaration.

Except as amended hereby, the Declaration is, shall remain, in full force and
effect.


<PAGE>


DECLARANT                                 OWNER
CARL N. SWENSON CO., INC.,
a California corporation


By:
-----------------------------------       -----------------------
                                          Thomas A. Lopes

By:
-----------------------------------       -----------------------
                                          Evelyn J. Lopes

                                          *Trustees  of the Thomas a. Lopes
                                          Family Trust as to an undivided
                                          89.5% interest



                                          ------------------------
                                          Stephen Thomas Lopes
                                          as to an undivided 3.5% interest



                                          -------------------------
                                          Shelly Christine Botner
                                          as to an undivided 3.5% interest



                                          --------------------------
                                          Jeffrey Michael Lopes
                                          as to an undivided 3.5% interest



<PAGE>



JMS DESIGNS
132 Nina Court, Los Gatos. Ca. 95032 (408) 559-3262


INTEL
Santa Clara Sales Office


BUILDING UPGRADES                                               REV 1; 10/07/92


 1.     Wall covering at four small conference rooms.

 2.     Wall covering at one large conference room.

 3.     Wall covering at high traffic areas; see plan.

 4.     White board with pull down screen at four small conference rooms.

 5.     Black out window covering at large conference room.

 6.     Dishwasher at the break room.

 7.     Install parabolic louvers at the large conference room.

 8.     Install parabolic louvers at the demonstration room.

 9.     Allowance to install track lighting at the  demonstration  room.  Allow
for 48 lineal feet of two circuit track with a total of 8 circuits. Figure on
12--16 track fixtures at about $125 each.



<PAGE>


EXHIBIT "F"

                       STANDARD FOR UTILITIES AND SERVICES


       The following Standards for Utilities and Services shall apply to the
Building. Landlord reserves the right to adopt nondiscriminatory modifications
and additions hereto at any time as Landlord, in its sole discretion, deems
advisable to the extent necessary to comply with any laws, rules, ordinances or
regulations of any governmental authority. Landlord agrees to provide the
following services in a manner consistent with other first class buildings in
the area.

        (a) On the Commencement Date through the date the Lease terminates,
during the hours of 7:00 a.m. through 7:00 p.m., Monday through Friday
(excluding holidays) (and at other times for a reasonable additional charge to
be fixed by Landlord approximating the actual costs of operations), Landlord
shall ventilate the Premises and furnish air--conditioning or heating on such
days and hours, when in the judgment of Landlord it may be required for the
comfortable occupancy of the Premises. The air-conditioning system achieves
maximum cooling when the window coverings are closed. Tenant agrees to cooperate
fully at all times with Landlord, and to abide by all reasonable requirements
which Landlord may prescribe for the proper functioning and protection of said
air-conditioning system. Tenant agrees not to connect any apparatus, device,
conduit or pipe to the Building air-conditioning supply lines. Tenant further
agrees that neither Tenant nor its servants, employees, agents, visitors,
licensees or contractors shall at any time enter mechanical installations or
facilities of the Building or adjust, tamper with, touch or otherwise in any
manner affect said installations or facilities. Landlord agrees to obtain and
maintain during the Term an air conditioning maintenance service contract
covering the Premises. Landlord shall furnish air conditioning to Tenant's
computer room twenty-four (24) hours a day, seven (7) days a week.

        (b) The Landlord shall furnish to the Premises electric current as
required by the Building's standard office lighting and normal office business
machines (including photocopying machines and personal computers). Tenant agrees
not to use any apparatus or device in, or upon, or about the Premises which may
in any way increase the amount of such services usually furnished or supplied to
said Premises, and Tenant further agrees not to connect any apparatus or device
with wires, conduits or pipes, or other means by which such services are
supplied, for the purpose of using additional or unusual amounts of such
services without the prior written consent of Landlord. At all times Tenant's
use of electric current shall never exceed the capacity of the feeders to the
Building or the risers or wiring installation.

         (c) Hot and cold water will be available in public areas for drinking
and lavatory purposes only and in employee coffee and lunch rooms.

         (d) The Landlord shall provide janitorial services (including supplies)
on the Premises five (5) times per week. Tenant shall pay to Landlord, upon
demand, the cost of removal of Tenant's refuse and rubbish, to the extent that
the same exceeds the refuse and rubbish usually attendant upon the use of the
Premises as offices. Landlord shall provide window washing at least two (2)
times per calendar year.

        (e) "Holidays" for purposes of this Lease, shall be defined as holidays
observed by the United States Post Office. "Usual business hours" for purposes
of this Lease, are from 7:00 a.m. until 7:00 p.m., Monday through Friday, except
holidays.

        Landlord reserves the right to stop service of the elevator, plumbing,
ventilation, air--conditioning and electric systems, when necessary, by reason
of accident or emergency or for repairs, alterations or improvements, in the
reasonable judgment of Landlord desirable r necessary to be made, until said
repairs, alterations or improvements shall have been completed. Any failure to
supply utilities or services by reason of accident, emergency, repair,
alteration or improvement, shall not be construed as an eviction of Tenant,
whether actual or constructive, and shall not cause an abatement of Rent, either
in whole or in part except as provided in the Lease.

        Any costs or expenses incurred by Landlord with respect to Tenant's
default hereunder and all payments to be made by Tenant to Landlord pursuant to
the above provisions, as stated herein or as may be later modified, shall be
deemed to be Additional Rent under the Lease and Landlord shall have all its
rights and remedies under the Lease and at law with respect to the same
including but not limited to the right to late fees and interest upon default.