EXHIBIT 10.3

                    1400 65th STREET, EMERYVILLE, CALIFORNIA

                  AMENDED AND RESTATED OFFICE BUILDING NET LEASE


         THIS AMENDED AND RESTATED OFFICE BUILDING NET LEASE COMPLETELY
              REPLACES AND SUPERCEDES THE OFFICE BUILDING NET LEASE
        DATED NOVEMBER 3, 1999, AS AMENDED, BETWEEN LANDLORD AND TENANT.

                             BASIC LEASE INFORMATION


DATE  OF  LEASE:               October  18,  2000


LANDLORD:                      BEP-EMERYVILLE,  L.P.

LANDLORD'S  ADDRESS:           c/o  Ellis  Partners,  Inc.
                               433  California  Street,  Suite  610
                               San  Francisco,  California  94104
                               Attention:  James  F.  Ellis


TENANT:                        EVOLVE  SOFTWARE,  INC.

TENANT'S  ADDRESS:             1400  65th  Street
                               Emeryville,  CA  94608
                               Attn:  Douglas Sinclair, Chief Financial Officer


BUILDING:                      EmeryTech  Building  located  at:
                               1400-65th  Street,  Emeryville,  California



LEASED  PREMISES:              Approximately 51,261 rentable square feet on the
                               entire East-Hi-Bay  and  the  ground floor of the
                               West-Hi-Bay  of  the  Building  (the  "Existing
                               Premises").

                               Approximately  21,090 rentable square feet on the
                               second  (2nd)  floor  and  third  (3rd)  floor
                               mezzanine  of  the  Building  (the  "Expansion
                               Premises").


RENTABLE  AREA:                Approximately  72,351  rentable  square  feet.


<PAGE>
TERM  COMMENCEMENT
DATE  (EXISTING  PREMISES):    July  21,  2000



SCHEDULED  TERM  COMMENCEMENT
DATE  (EXPANSION  PREMISES):   February  1,  2001


TERM  EXPIRATION  DATE:        July  20,  2007


OPTION  TO  EXTEND:            Number  of  Extension  Periods:  One  (1)
                               Years  per  Extension  Period:   Five  (5)


BASE  RENT  (NNN):             FOR  THE  EXISTING  PREMISES
                               ----------------------------

                               $112,774.20.00  (calculated on the basis of $2.20
                               per month per rentable square foot); beginning on
                               the first (1st) anniversary of the Term
                               Commencement  Date for the Existing Premises, and
                               each anniversary thereafter during the Term, Base
                               Rent (NNN)  shall  increase at three percent (3%)
                               per  annum.

                               FOR  THE  EXPANSION  PREMISES
                               -----------------------------

                               $71,706.00  (calculated on the basis of $3.40 per
                               month per rentable square foot); beginning on the
                               first  (1st) anniversary of the Term Commencement
                               Date  for  the  Expansion  Premises,  and  each
                               anniversary thereafter during the Term, Base Rent
                               (NNN)  shall  increase  at three percent (3%) per
                               annum.  Notwithstanding  the  foregoing,  no Base
                               Rent  for the Expansion Premises shall be payable
                               until  after  the  thirtieth (30th) day after the
                               Term  Commencement  Date  for  the  Expansion
                               Premises;  however,  Tenant's Proportionate Share
                               of the Basic Operating  Cost  for  the  Expansion
                               Premises  shall  be  payable  from  the  Term
                               Commencement  Date.


TENANT'S  PROPORTIONATE
SHARE:                         Approximately  47.24%.


PARKING  SPACES:               153


                                       ii
<PAGE>
SECURITY  DEPOSIT:             $2,078,279.25  (for  the  Existing  Premises)
                               $822,847.78  (for  the  Expansion  Premises)

                               $2,901,127.03  (total  Security  Deposit  for the
                               Leased  Premises)


GUARANTOR:                     None



LANDLORD'S  BROKER:            CB  Richard  Ellis


TENANT'S  BROKER:              Colliers  International



               [INTENTIONALLY LEFT BLANK, SIGNATURE PAGE FOLLOWS.]




                                       iii
<PAGE>
     The  foregoing  BASIC  LEASE  INFORMATION is incorporated herein and made a
part of the LEASE to which it is attached.  If there is any conflict between the
BASIC  LEASE  INFORMATION  and  the  LEASE,  the  BASIC  LEASE INFORMATION shall
control.

                                   "LANDLORD":

                                   BEP-EMERYVILLE,  L.P.,
                                   a  Delaware  limited  partnership

                                   By:   EPI  Investors  103  LLC,
                                         a  California limited liability company
                                         Its:  General  Partner

                                         By:   Ellis  Partners,  Inc.,
                                         a  California  corporation

                                         Its:  Managing  Member



                                       By:     /s/  James F Ellis
                                          ------------------------------------
                                       Name:   James F Ellis
                                            ----------------------------------
                                       Title:  Vice President
                                             ---------------------------------


                                   "TENANT":

                                   EVOLVE  SOFTWARE,  INC.,
                                   a  Delaware  corporation


                                   By:     /s/ Doug Sinclair
                                       ---------------------------------
                                   Name:   Doug Sinclair
                                        --------------------------------
                                   Title:  CFO
                                         -------------------------------




                                       iv
<PAGE>
<TABLE>
<CAPTION>
                                TABLE OF CONTENTS
                                -----------------

                                                                           Page
                                                                           ----
<S>                                                                        <C>
Article 1.     Definitions  . . . . . . . . . . . . . . . . . . . . . . . .   1
     1.01.     Definitions. . . . . . . . . . . . . . . . . . . . . . . . .   1
Article 2.     Leased Premises  . . . . . . . . . . . . . . . . . . . . . .   4
     2.01.     Lease. . . . . . . . . . . . . . . . . . . . . . . . . . . .   4
     2.02.     Acceptance of Leased Premises. . . . . . . . . . . . . . . .   4
     2.03.     [Intentionally Deleted.] . . . . . . . . . . . . . . . . . .   4
     2.04.     Reservation of Rights. . . . . . . . . . . . . . . . . . . .   4
     2.05.     Associated Rights Granted to Tenant. . . . . . . . . . . . .   5
Article 3.     Term, Use and Rent . . . . . . . . . . . . . . . . . . . . .   6
     3.01.     Term . . . . . . . . . . . . . . . . . . . . . . . . . . . .   6
     3.02.     Use. . . . . . . . . . . . . . . . . . . . . . . . . . . . .   6
     3.03.     Base Rent. . . . . . . . . . . . . . . . . . . . . . . . . .   6
     3.04.     Tenant's Proportionate Share of Basic Operating Cost . . . .   7
     3.05.     Basic Operating Cost . . . . . . . . . . . . . . . . . . . .  10
Article 4.     Landlord's Covenants . . . . . . . . . . . . . . . . . . . .  13
     4.01.     Basic Services . . . . . . . . . . . . . . . . . . . . . . .  13
     4.02.     Extra Services . . . . . . . . . . . . . . . . . . . . . . .  15
     4.03.     Window Coverings . . . . . . . . . . . . . . . . . . . . . .  16
     4.04.     Graphics and Signage . . . . . . . . . . . . . . . . . . . .  16
     4.05.     Tenant Extra Improvements. . . . . . . . . . . . . . . . . .  16
     4.06.     Repair Obligation. . . . . . . . . . . . . . . . . . . . . .  17
     4.07.     Peaceful Enjoyment . . . . . . . . . . . . . . . . . . . . .  17
Article 5.     Tenant's Covenants . . . . . . . . . . . . . . . . . . . . .  18
     5.01.     Payments by Tenant . . . . . . . . . . . . . . . . . . . . .  18
     5.02.     Tenant Improvements. . . . . . . . . . . . . . . . . . . . .  18
     5.03.     Taxes on Personal Property and Tenant Extra Improvements . .  18
     5.04.     Repairs by Tenant. . . . . . . . . . . . . . . . . . . . . .  18
     5.05.     Waste. . . . . . . . . . . . . . . . . . . . . . . . . . . .  19
     5.06.     Assignment or Sublease . . . . . . . . . . . . . . . . . . .  19
     5.07.     Alterations, Additions and Improvements. . . . . . . . . . .  21
     5.08.     Compliance With Laws and Insurance Standards . . . . . . . .  22
     5.09.     No Nuisance; No Overloading. . . . . . . . . . . . . . . . .  23
     5.10.     Furnishing of Financial Statements; Tenant's Representations  23
     5.11.     Entry by Landlord. . . . . . . . . . . . . . . . . . . . . .  24
     5.12.     Nondisturbance and Attornment. . . . . . . . . . . . . . . .  24
     5.13.     Estoppel Certificate . . . . . . . . . . . . . . . . . . . .  25
     5.14.     Security Deposit . . . . . . . . . . . . . . . . . . . . . .  26
     5.15.     Surrender. . . . . . . . . . . . . . . . . . . . . . . . . .  28
     5.16.     Tenant's Remedies. . . . . . . . . . . . . . . . . . . . . .  28
     5.17.     CC&Rs/Rules and Regulations. . . . . . . . . . . . . . . . .  29
Article 6.     Environmental Matters. . . . . . . . . . . . . . . . . . . .  29
     6.01.     Hazardous Materials Prohibited . . . . . . . . . . . . . . .  29
     6.02.     Limitations on Assignment and Subletting . . . . . . . . . .  31


                                       i
<PAGE>
                                TABLE OF CONTENTS
                                -----------------
                                   (Continued)
                                                                            Page


     6.03.     Right of Entry . . . . . . . . . . . . . . . . . . . . . . .  31
     6.04.     Notice to Landlord . . . . . . . . . . . . . . . . . . . . .  31
Article 7.     Insurance, Indemnity, Condemnation, Damage and Default . . .  31
     7.01.     Landlord's Insurance . . . . . . . . . . . . . . . . . . . .  31
     7.02.     Tenant's Liability Insurance . . . . . . . . . . . . . . . .  32
     7.03.     Tenant's Additional Insurance Requirements . . . . . . . . .  33
     7.04.     Indemnity and Exoneration. . . . . . . . . . . . . . . . . .  34
     7.05.     Waiver of Subrogation. . . . . . . . . . . . . . . . . . . .  36
     7.06.     Condemnation . . . . . . . . . . . . . . . . . . . . . . . .  36
     7.07.     Damage or Destruction. . . . . . . . . . . . . . . . . . . .  36
     7.08.     Default by Tenant. . . . . . . . . . . . . . . . . . . . . .  38
Article 8.     Option to Renew. . . . . . . . . . . . . . . . . . . . . . .  42
     8.01.     Option to Renew. . . . . . . . . . . . . . . . . . . . . . .  42
Article 9.     Miscellaneous Matters. . . . . . . . . . . . . . . . . . . .  44
     9.01.     Parking. . . . . . . . . . . . . . . . . . . . . . . . . . .  44
     9.02.     Brokers. . . . . . . . . . . . . . . . . . . . . . . . . . .  45
     9.03.     No Waiver. . . . . . . . . . . . . . . . . . . . . . . . . .  45
     9.04.     Recording. . . . . . . . . . . . . . . . . . . . . . . . . .  45
     9.05.     Holding Over . . . . . . . . . . . . . . . . . . . . . . . .  45
     9.06.     Transfers by Landlord. . . . . . . . . . . . . . . . . . . .  46
     9.07.     Attorneys' Fees. . . . . . . . . . . . . . . . . . . . . . .  46
     9.08.     Termination; Merger. . . . . . . . . . . . . . . . . . . . .  46
     9.09.     Amendments; Interpretation . . . . . . . . . . . . . . . . .  46
     9.10.     Severability . . . . . . . . . . . . . . . . . . . . . . . .  46
     9.11.     Notices. . . . . . . . . . . . . . . . . . . . . . . . . . .  47
     9.12.     Force Majeure. . . . . . . . . . . . . . . . . . . . . . . .  47
     9.13.     Guarantor. None. . . . . . . . . . . . . . . . . . . . . . .  47
     9.14.     Successors and Assigns . . . . . . . . . . . . . . . . . . .  47
     9.15.     Further Assurances . . . . . . . . . . . . . . . . . . . . .  47
     9.16.     Incorporation of Prior Agreements. . . . . . . . . . . . . .  47
     9.17.     Applicable Law . . . . . . . . . . . . . . . . . . . . . . .  48
     9.18.     Time of the Essence. . . . . . . . . . . . . . . . . . . . .  48
     9.19.     No Joint Venture . . . . . . . . . . . . . . . . . . . . . .  48
     9.20.     Authority. . . . . . . . . . . . . . . . . . . . . . . . . .  48
     9.21.     Declaration of Covenants, Conditions and Restrictions. . . .  48
     9.22.     Offer. . . . . . . . . . . . . . . . . . . . . . . . . . . .  48
     9.23.     Building Access. . . . . . . . . . . . . . . . . . . . . . .  48
     9.24.     Exhibits; Addenda. . . . . . . . . . . . . . . . . . . . . .  48
     9.25.     Approvals. . . . . . . . . . . . . . . . . . . . . . . . . .  49
</TABLE>


                                       ii
<PAGE>
EXHIBITS:

     Exhibit  A-1 -  Site  Plan  of  the  Leased  Premises
     Exhibit  A-2 -  Floor  Plan  of  the  Leased  Premises
     Exhibit  B  -   Initial  Improvement  of the Leased Premises (Existing
                     Premises)
     Exhibit  B-1 -  Preliminary  Plans
     Exhibit  B-2 -  Warm  Shell  Specifications
     Exhibit  C  -   Confirmation  of  Term  of  Lease
     Exhibit  D  -   Confidentiality  Agreement
     Exhibit  E  -   Building  Rules  and  Regulations
     Exhibit  F  -   Estimated  Budget
     Exhibit  G  -   Initial  Improvement of the Leased Premises (Expansion
                     Premises)


                                       i
<PAGE>
                            OFFICE BUILDING NET LEASE


     THIS  LEASE,  made  as of the date specified in the BASIC LEASE INFORMATION
sheet,  by  and  between  the  landlord specified in the BASIC LEASE INFORMATION
sheet ("Landlord") and the tenant specified in the BASIC LEASE INFORMATION sheet
("Tenant").


                                   ARTICLE 1.
                                  DEFINITIONS

     1.01.     DEFINITIONS.  Terms  used  herein  shall  have  the  following
meanings:

     1.02.     "ADDITIONAL  RENT"  shall mean all monetary obligations of Tenant
under  this  Lease  other  than  the  obligation  for  payment  of  Net  Rent.

     1.03.     "BASE  RENT"  shall mean the sums due from time to time as rental
for  the  Leased  Premises.

     1.04.     [INTENTIONALLY  DELETED]

     1.05.     "BASIC  OPERATING  COST"  shall have the meaning given in Section
3.05.

     1.06.     "BUILDING"  shall  mean  the  building  and  other  improvements
associated  therewith  identified on the Basic Lease Information sheet, commonly
known  as  EmeryTech  and having a Rentable Area of approximately 149,834 square
feet of office space, all as generally identified on Exhibit A-1 hereto which is
                                                     -----------
made  a  part  hereof.

     1.07.     "BUILDING  STANDARD  IMPROVEMENTS"  shall  mean  the  standard
materials ordinarily used by Landlord in the improvement of the Leased Premises.

     1.08.     "COMMON  AREAS"  shall mean (a) the areas on individual floors of
the  Building  devoted  to non-exclusive uses such as common corridors, lobbies,
fire  vestibules,  elevator foyers, stairways, elevators, electric and telephone
closets,  restrooms,  mechanical  closets,  janitor  closets  and  other similar
facilities for the benefit of all tenants (and invitees) on the particular floor
and  other  floors  and (b) other areas of the Project available for the use and
benefit  of  all  tenants  (and  invitees).

     1.09.     "COMPUTATION  YEAR"  shall  mean  a fiscal year consisting of the
calendar year commencing January 1st of each year during the Term, commencing in
the  year  2000 and continuing through the Term with a short or stub fiscal year
in  (i)  in  the year 2000 for the period between the Term Commencement Date and
December  31  of  such  year and (ii) any partial fiscal year in which the Lease
expires  or  is terminated for the period between January 1 of such year and the
date  of  lease  termination  or  expiration.

     1.10.     "LANDLORD'S BROKER" shall mean the individual or corporate broker
identified  on  the  Basic  Lease  Information sheet as the broker for Landlord.


                                        1
<PAGE>
     1.11.     "LANDLORD'S CONTRIBUTION" shall have the meaning given in Exhibit
                                                                         -------
B.

     1.12.     "LANDLORD'S  WORK"  shall  mean  the  improvements  to the Leased
Premises  and the Common Areas to be installed at Landlord's expense pursuant to
Exhibit  B  attached  hereto.
----------

     1.13.     "LEASED  PREMISES"  shall  mean  the floor area more particularly
shown  on the floor plan attached hereto as Exhibit A-2, containing the Rentable
                                            -----------
Area  (as  such  term  is  defined in Section 1.18 below) specified on the Basic
Lease  Information  sheet.

     1.14.     "NET  RENT"  shall  mean  the  total  of  Base  Rent and Tenant's
Proportionate  Share  of  Basic  Operating  Cost.

     1.15.     "PERMITTED  USE" shall mean general office, and any other related
lawful  use; provided, however, that Permitted Use shall not include (a) offices
or  agencies  of  any  foreign  government or political subdivision thereof; (b)
offices  of  any  agency  or bureau of any state, county or city government; (c)
offices  of  any  health  care  professionals;  (d)  schools  or  other training
facilities  which  are  not  ancillary  to  corporate, executive or professional
office  use;  or  (e)  retail  or  restaurant  uses.

     1.16.     "PROJECT"  shall  mean the Building situated at 1400 65th Street,
Emeryville,  California,  the  parking  areas affiliated therewith, and the real
property  on  which  the  Building  and  the  parking  areas  are  located.

     1.17.     "RENT"  shall  mean  Net  Rent  plus  Additional  Rent.

     1.18.     "RENTABLE  AREA"  shall  mean  the  area or areas of space in the
Building  determined  in accordance with the Standard Method for Measuring Floor
Area  in  Office Buildings as most recently published by the Building Owners and
Managers  Association  International  (ANSI-Z65.1-1996)  and  including  a
proportionate  allocation  of  the square footage of the Building's elevator and
mechanical  equipment  areas, telephone and electrical rooms, janitorial service
areas,  public  lobbies  and  corridors,  which  method  of measurement shall be
subject to reasonable revision by Landlord from time to time.  The Rentable Area
of  the  Leased  Premises  has  been  calculated  on  the basis of the foregoing
definition  and  the  application  of  a twelve percent (12%) load factor to the
useable  area  determined  in  accordance with such definition, and prior to the
execution  of  this  Lease,  Tenant  has had an opportunity to verify Landlord's
calculation  of  Rentable  Area  and  make  its own measurements thereof.  It is
agreed for all purposes of this Lease to be the amount stated on the Basic Lease
Information  sheet.

     1.19.     "SECURITY  DEPOSIT"  shall mean the amount specified on the Basic
Lease  Information  sheet  to be paid by Tenant to Landlord and held and applied
pursuant  to  Section  5.14.

     1.20.     "SUBSTANTIAL  COMPLETION"  shall  mean  (and  the Leased Premises
shall  be  deemed  "Substantially Complete") when (i) installation of Landlord's
Work and the Tenant Improvements (and any Tenant Extra Improvements installed by
Landlord's  contractor,  or,  if  permitted  by  Landlord,  any  Tenant  Extra
Improvements  installed  by  Tenant's  contractor  within  the  time  schedule
established by Landlord's contractor or consultant for performance of such


                                        2
<PAGE>
work)  has occurred; (ii) the parking facilities are available for use by Tenant
and  its  employees and Tenant has direct access from the street to the elevator
lobby  on  the  floor  (or  floors) where the Leased Premises are located; (iii)
basic  services  (as  described  in  Section  4.01)  are available to the Leased
Premises;  (iv)  Landlord's  architect  has  issued a certificate of Substantial
Completion  with  respect  to  the  Leased Premises; (v) the Common Areas of the
Project  have  been  completed  and  are  available  for use by Tenant and other
tenants  of  the Building; and (vi) a certificate of occupancy or its equivalent
or  a  temporary  occupancy  permit  for  the Leased Premises has been issued by
appropriate  governmental authorities. Substantial Completion shall be deemed to
have  occurred  notwithstanding  a  requirement to complete "punchlist" items or
similar  corrective  work.

     1.21.     "TENANT  EXTRA  IMPROVEMENTS"  shall mean the improvements to the
Leased  Premises  approved  by  Landlord and to be installed at Tenant's expense
pursuant  to  Exhibit  B,  if  any.
              ----------

     1.22.     "TENANT  IMPROVEMENTS" shall mean the tenant improvements and the
Tenant  Extra  Improvements  (if any) installed or to be installed for Tenant by
Landlord  or by Tenant, as the case may be, pursuant to Exhibit B and Exhibit G,
                                                        ---------     ---------
subject  to  the  Landlord's  Contribution.

     1.23.     "TENANT'S  BROKER"  shall mean the individual or corporate broker
identified  on  the  Basic  Lease  Information  sheet  as the broker for Tenant.

     1.24.     "TENANT'S  PHYSICAL  POSSESSION DATE" shall mean February 1, 2000
or  thirty  (30)  days  prior to the Term Commencement Date, whichever is later,
for  the  Existing  Premises,  and  the Term Commencement Date for the Expansion
Premises  for  the  Expansion  Premises.

     1.25.     "TENANT'S  PROPORTIONATE  SHARE"  is specified on the Basic Lease
Information  sheet and is based on the percentage which the Rentable Area of the
Leased  Premises  bears  to  the  total Rentable Area of the Project, subject to
adjustment  in  the event of the remeasurement of the Building or the Project as
permitted  under  Section  1.18  above.

     1.26.     "TERM"  shall mean the period commencing with the applicable Term
Commencement  Date  and  ending  at  midnight  on  the  Term  Expiration  Date.

     1.27.     "TERM  COMMENCEMENT  DATE"  shall  mean  the applicable dates set
forth  on  the  Basic  Lease  Information  sheet.

     1.28.     "TERM EXPIRATION DATE" shall mean the date set forth on the Basic
Lease  Information sheet, unless sooner terminated pursuant to the terms of this
Lease  or  unless  extended  pursuant  to  the  provisions  of  Section  8.01.

     1.29.     OTHER  TERMS.  Other  terms  used  in this Lease and on the Basic
Lease  Information  sheet  shall  have  the  meanings  given  to them herein and
thereon.


                                        3
<PAGE>
                                   ARTICLE 2.
                                 LEASED PREMISES

     2.01.     LEASE.  Landlord hereby leases to Tenant and Tenant hereby leases
from  Landlord  the  Leased  Premises  upon  all  of  the  terms,  covenants and
conditions  set  forth  in  this  Lease.

     2.02.     ACCEPTANCE  OF LEASED PREMISES.  Tenant acknowledges that: (a) it
has  been advised by Landlord, Landlord's Broker and Tenant's Broker, if any, to
satisfy  itself with respect to the present and future suitability of the Leased
Premises  for  Tenant's  intended  use;  (b) Tenant has made such inspection and
investigation  as  it deems necessary with reference to such matters and assumes
all  responsibility  therefor  as  the  same relate to Tenant's occupancy of the
Leased  Premises  and  the  term  of  this  Lease;  and (c) neither Landlord nor
Landlord's  Broker  nor  any  of  Landlord's agents has made any oral or written
representations  or  warranties  with  respect  to the condition, suitability or
fitness  of  the  Leased Premises other than as may be specifically set forth in
this  Lease.  Except  as  specifically otherwise set forth in this Lease, Tenant
accepts  the  Leased Premises in its AS IS condition existing on the date Tenant
executes  this  Lease,  subject  to  all  matters of record and applicable laws,
ordinances,  rules  and  regulations.  Tenant acknowledges that neither Landlord
nor  Landlord's  Broker nor any of Landlord's agents has agreed to undertake any
alterations  or  additions or to perform any maintenance or repair of the Leased
Premises except for the routine maintenance and janitorial work specified herein
and  except  as  may  be  expressly set forth in EXHIBIT B.  Notwithstanding the
                                                 ---------
foregoing  and  anything  to the contrary in this Lease, (i) with respect to the
Existing  Premises  only,  prior  to  the Term Commencement Date of the Existing
Premises, Landlord shall complete the Landlord's Work and Substantially Complete
the Tenant Improvements, all in accordance with the provisions of EXHIBIT B, and
                                                                  ---------
(ii)  with respect to the Existing Premises only, Landlord warrants that (A) for
a  period  of  one  (1)  year  from  the  date of Substantial Completion of each
component  of  the  Tenant Improvements and the Landlord Improvements, each such
component shall remain in good condition and repair and free of defects, and (B)
as  of the applicable Term Commencement Date, the roof and all other portions of
the  Existing  Premises  and  the  roof and all other structural portions of the
Expansion  Premises  shall  be  in  good condition and working order and free of
defects.  In  the  event  that  it is determined that the foregoing warranty has
been  violated,  then  it  shall be the obligation of Landlord, after receipt of
written  notice  from  Tenant  setting  forth with specificity the nature of the
violation,  to  promptly,  at  Landlord's  sole  cost,  rectify  such violation.
Tenant's failure to give written notice to Landlord of patent defects within one
hundred  eighty  (180)  days  after  the applicable Term Commencement Date shall
cause  the  conclusive  presumption  that  Landlord  has  complied  with  all of
Landlord's obligations hereunder (except that Landlord shall remain obligated to
correct  any  latent  defects).  Notwithstanding  the foregoing, the cost of the
Tenant  Improvements  for  the Existing Premises shall include the cost incurred
within  the  Existing  Premises,  prior  to  the  Term  Commencement Date of the
Existing  Premises, of causing the Tenant Improvements for the Existing Premises
to  be  constructed  in  accordance  with  the  terms  of  this  Lease including
applicable  government  rules  and  regulations.

     2.03.     [INTENTIONALLY  DELETED.]


                                        4
<PAGE>
     2.04.     RESERVATION  OF RIGHTS.  Landlord reserves the right from time to
time, so long as the parking facilities and reasonable access and basic services
to  the  Leased  Premises  remain  available, to install, use, maintain, repair,
relocate  and/or  replace pipes, conduits, wires and equipment within and around
the  Building  and to do and perform such other acts and make such other changes
in,  to  or  with  respect  to  the  Building  or the Project (including without
limitation  with respect to the driveways, parking areas, walkways and entrances
to the Project) as Landlord may, in the exercise of sound business judgment, and
good  property management practices, determine to be appropriate.  In connection
therewith,  Landlord shall have the right to close temporarily any of the Common
Areas  so  long  as  reasonable  access to the parking facilities and the Leased
Premises  remains  available.  The  Landlord  shall provide Tenant with not less
than  twenty-four  (24)  hours  prior  notice (except in cases of emergency) and
shall  use  reasonable  efforts  to  conduct its activities in a manner which is
least  disruptive  to  Tenant's  use.

     2.05.     ASSOCIATED  RIGHTS  GRANTED  TO  TENANT.

          (a)  Tenant  shall  have  the  right  to install on the roof, in areas
specified  by  Landlord  in  Landlord's  sole  and  absolute  discretion, and at
Tenant's  sole  cost,  the  following  equipment  (the  "Equipment"):

               (1)  Satellite Dish.  One  satellite  dish  with  a  diameter  no
                    --------------
           greater than two  (2)  feet.

               (2)  Supplemental  HVAC.
                    ------------------

                    (i)  A  supplemental  HVAC for the specific, limited purpose
                         of  cooling  a  single  server room within the Existing
                         Premises of not more than 1,000 square feet in size and
                         which  shall  be  part  of the Tenant Improvements; and

                    (ii) A  supplemental  HVAC for the specific, limited purpose
                         of  cooling  a  single server room within the Expansion
                         Premises of not more than 1,000 square feet in size and
                         which  shall  be  part  of  the  Tenant  Improvements.


          (b)  In  installing  the  Equipment,  Tenant  shall adhere to industry
standards  for  installation  and  workmanship,  all  work  to  be  completed to
Landlord's  reasonable  satisfaction.  All  engineering and design work shall be
undertaken by Tenant, at its sole expense. Upon termination of the Lease, Tenant
shall,  if  so  requested by Landlord, remove the Equipment and shall repair, to
Landlord's  reasonable  satisfaction,  any  damage caused by the installation or
removal  of the Equipment. To maintain any roof warranty of the Building, Tenant
shall  use  such  roofing  contractors  as  directed  by  Landlord.

          (c)  Tenant shall, at its sole cost, immediately repair and restore to
its  prior  condition  any  damage  to  the Leased Premises, the Building or the
Project  caused  by the installation, operation or maintenance of the Equipment.
If  Tenant fails to repair and restore damage caused to the Leased Premises, the
Building  or the Project within a reasonable time,


                                        5
<PAGE>
Landlord  shall  have  the  right  to repair and restore such damage and receive
reimbursement  from  Tenant  of  all  costs  incurred  by  Landlord.

          (d)  No  installation of the Equipment shall be made by Tenant without
the prior written consent of Landlord, which shall not be unreasonably withheld.
Tenant  shall  obtain  all  necessary  governmental  permits  required  for  any
installation,  alteration,  addition,  or  improvement  approved by Landlord and
shall  comply with all applicable governmental law, regulations, ordinances, and
codes.

                                   ARTICLE 3.
                               TERM, USE AND RENT

     3.01.     TERM.  Except as otherwise provided in this Lease, the Term shall
commence  on  the  applicable Term Commencement Date, and shall continue in full
force  for  the Term.  Tenant's obligation to pay Rent and its other obligations
under  this  Lease  shall  commence  upon  the applicable Term Commencement Date
(except  as  expressly  otherwise  provided  herein  with respect to obligations
arising  earlier).  When the Term Commencement Date and the Term Expiration Date
have been ascertained, the parties shall promptly execute a Confirmation of Term
of Lease substantially in the form attached as EXHIBIT C.  Tenant shall be given
                                               ---------
physical  possession  of the Leased Premises on the applicable Tenant's Physical
Possession Date in order for Tenant to install furniture, equipment, cabling and
fixtures,  and otherwise to prepare the Leased Premises for occupancy.  From the
applicable  Tenant's  Physical  Possession  Date  through  the  applicable  Term
Commencement  Date,  Tenant  shall  be  subject  to all of the covenants in this
Lease,  except  that  Tenant  shall  not  be  obligated  to  pay Rent.  Tenant's
obligation  to  pay  Rent  shall commence in accordance with Section 3.03 below.
Provided  Landlord has used reasonable efforts to deliver the Expansion Premises
to  Tenant  on  or  before  February  1,  2001, Landlord shall not be subject to
claims, damages or liabilities by reason thereof, but the Term Commencement Date
for the Expansion Premises shall become the date by which the Expansion Premises
are  delivered to Tenant.  In the event the Expansion Premises are not delivered
to  Tenant  for  any  reason whatsoever on or before, February 1, 2001, Tenant's
Proportionate Share of the Basic Operating Cost for the Expansion Premises shall
not  become  due  and  payable until the date Base Rent is due and payable under
Section  3.03  below.  In  addition, in the event the Expansion Premises are not
delivered  to Tenant for any reason whatsoever on or before, April 1, 2001, then
the  date  Tenant  is  otherwise  obliged  to  commence payment of Rent shall be
delayed  by  one  additional  day  for each day that such delay continues beyond
April  1,  2001.

     3.02.     USE.  Tenant  shall  use  the  Leased  Premises  solely  for  the
Permitted  Use  and for no other use or purpose, except as permitted by Landlord
pursuant  to  Landlord's written consent, which consent will not be unreasonably
withheld.  It  shall  not  be  deemed  unreasonable for Landlord to withhold its
consent  to  a  proposed  change  of use if the proposed use is one set forth in
Section  1.15(a)  through  (e).

     3.03.     BASE  RENT.

     (a)     Tenant  shall  pay the Base Rent to Landlord in accordance with the
Basic  Lease  Information sheet and in the manner described below.  Tenant shall
pay  the  Base  Rent  for the first month Base Rent is payable for the Expansion
Premises  upon  execution  of this Lease.


                                        6
<PAGE>
Commencing  after  the thirtieth (30th) day after the Term Commencement Date for
the  Expansion  Premises, Tenant shall pay the Net Rent (consisting of Base Rent
plus,  when  applicable  in  accordance  with  Section  3.04  below,  Tenant's
Proportionate  Share  of  Basic  Operating  Cost)  in monthly installments on or
before  the  first day of each calendar month during the Term and any extensions
or  renewals  thereof,  in  advance  without  demand  and without any reduction,
abatement,  counterclaim  or  setoff,  in  lawful  money of the United States at
Landlord's  address  specified  on  the Basic Lease Information sheet or at such
other address as may be designated by Landlord in the manner provided for giving
notice  under  Section  9.11  hereof.

          (b) If the Term commences on other than the first day of a month, then
the  Base  Rent  provided  for such partial month shall be prorated based upon a
thirty  (30)-day  month  and the prorated installment shall be paid on the first
day  of  the  calendar month next succeeding the Term Commencement Date together
with the other amounts payable on that day. If the Term terminates on other than
the  last  day  of a calendar month, then the Net Rent provided for such partial
month  shall  be  prorated  based  upon a thirty (30)-day month and the prorated
installment  shall  be  paid on the first day of the calendar month in which the
date  of  termination  occurs.

     3.04.     TENANT'S  PROPORTIONATE  SHARE  OF  BASIC  OPERATING  COST.

          (a) Commencing on the applicable Term Commencement Date and continuing
through  the  remainder  of  the  Term,  Tenant  shall  pay to Landlord Tenant's
Proportionate Share of the Basic Operating Cost attributable to each Computation
Year.

          (b)  During  the first Computation Year, on or before the first day of
each  month  during  such  Computation  Year,  Tenant  shall  pay  to  Landlord
one-twelfth  (1/12th)  of  Landlord's  estimate  of the amount payable by Tenant
under  Section  3.04(a)  as  set  forth  in  Landlord's written notice to Tenant
delivered on or before the Term Commencement Date. During the last month of each
Computation  Year  (or  as  soon thereafter as practicable), Landlord shall give
Tenant  notice  of  Landlord's  estimate  of  the amount payable by Tenant under
Section  3.04(a)  for the following Computation Year. On or before the first day
of  each  month  during  the  following  Computation  Year,  Tenant shall pay to
Landlord  one-twelfth (1/12) of such estimated amount, provided that if Landlord
fails to give such notice in the last month of the prior year, then Tenant shall
continue to pay on the basis of the prior year's estimate until the first day of
the  calendar  month  next succeeding the date such notice is given by Landlord;
and  from  the first day of the calendar month following the date such notice is
given, Tenant's payments shall be adjusted so that the estimated amount for that
Computation  Year  will be fully paid by the end of that Computation Year. If at
any  time  or  times  Landlord  determines that the amount payable under Section
3.04(a)  for  the  current Computation Year will vary from its estimate given to
Tenant,  Landlord,  by  not  less  than  thirty (30) days' notice to Tenant, may
revise its estimate for such Computation Year, and subsequent payments by Tenant
for  such  Computation  Year  shall  be  based  upon  such  revised  estimate.

          (c) Within sixty (60) days following the end of each Computation Year,
Landlord  shall  deliver  to Tenant a statement of amounts payable under Section
3.04(a)  for  such  Computation  Year  prepared  by  Landlord's  agent.  If such
statement  shows  an  amount  owing by Tenant that is less than the payments for
such  Computation  Year  previously  made  by Tenant, Landlord shall credit such
amount  to the next payment(s) of Net Rent falling due under this


                                        7
<PAGE>
Lease.  If  such statement shows an amount owing by Tenant that is more than the
estimated  payments  for such Computation Year previously made by Tenant, Tenant
shall  pay  the deficiency to Landlord within thirty (30) days after delivery of
such  statement.  If,  within  one  (1)  year  of Tenant's receipt of Landlord's
statement,  Tenant  notifies  Landlord  that  Tenant  desires to audit or review
Landlord's  statement, Landlord shall cooperate with Tenant to permit such audit
or review during normal business hours. Landlord shall make available in the San
Francisco  Bay  Area  at  Landlord's,  or  at  Landlord's election at Landlord's
property  manager's  place of business, such books and records as are reasonably
necessary for Tenant to conduct and complete such audit, which books and records
shall  be  prepared  and  maintained  in  accordance  with  generally  accepted
accounting principles applied on a consistent basis. Tenant shall have the right
to  make  copies  of  such  books and records at Tenant's sole cost and expense.
Tenant  shall  bear  all other costs and expenses associated with Tenant's audit
(including  fees  of  Tenant's  auditor)  except as otherwise provided below. If
Tenant conducts a review (rather than an audit as described below) of Landlord's
books  and  records,  Tenant  may thereafter cause the same to be audited at any
time  within  thirty  (30) days of completion of such review; provided, however,
that  Tenant  must  notify  Landlord of its desire to audit Landlord's statement
within  ninety (90) days of Tenant's receipt of Landlord's statement. Within ten
(10)  business  days  of completion of any audit, if Tenant desires to challenge
Landlord's statement, then Tenant shall provide Landlord with a copy of Tenant's
auditor's  report.  Within  thirty  (30)  days of Landlord's receipt of Tenant's
auditor's  report, Landlord shall notify Tenant as to whether Landlord agrees or
disagrees  with the conclusions reached in Tenant's auditor's report. Landlord's
failure  to  respond  shall  be  deemed  to  constitute  a disagreement with the
Tenant's  auditor's  report.  After Landlord's notice, Landlord and Tenant shall
endeavor  to  resolve  any disagreements regarding Tenant's auditor's report. In
the  event  such  audit  reveals  a  discrepancy in Tenant's favor, and Landlord
agrees  with the conclusions of Tenant's auditor, then Landlord shall credit the
amount  of such discrepancy to the next payment(s) of Net Rent falling due under
this  Lease,  and  if  such  discrepancy exceeds five percent (5%) of the amount
property  payable  by  Tenant  for  the  Computation  Year covered by the audit,
Landlord  also  shall  pay  all reasonable costs of the audit. In the event such
audit  reveals a discrepancy in Landlord's favor, Tenant shall pay the amount of
the  discrepancy  to Landlord within ten (10) business days of completion of the
audit.  Any  such  audit  may  only  be  conducted  by an independent locally or
nationally recognized accounting firm or a locally or nationally recognized real
estate  management or consulting firm that is not being compensated by Tenant on
a  contingency  fee  basis. The failure of Tenant to notify Landlord that Tenant
desires an audit within one (1) year of Tenant's receipt of Landlord's statement
under  this  Section  3.04(c)  shall  constitute  an  acceptance  by  Tenant  of
Landlord's  statement  and  a  waiver  by  Tenant of its right to audit for such
Computation  Year.  If Tenant commences an audit in accordance with this Section
3.04(c),  then  such  audit  and the Tenant's auditor's report must be completed
within forty-five (45) days of Tenant's notice to Landlord of Tenant's desire to
audit.  Failure  of Tenant to complete the audit within such forty-five (45) day
period shall constitute an acceptance by Tenant of Landlord's statement for such
Computation  Year.  The respective obligations of Landlord and Tenant under this
Section  3.04(c)  shall  survive  the  Term  Expiration  Date,  and, if the Term
Expiration  Date  is  a  day  other than the last day of a Computation Year, the
adjustment  in  Tenant's Proportionate Share of Basic Operating Cost pursuant to
this  Section 3.04(c) for the Computation Year in which the Term Expiration Date
occurs  shall  be  prorated  in  the  proportion that the number of days in such
Computation  Year  preceding  the  Term  Expiration  Date bears to three hundred
sixty-five  (365).


                                        8
<PAGE>
          (d) Landlord shall have the same remedies for a default in the payment
of  Tenant's Proportionate Share of Basic Operating Cost as for a default in the
payment  of Base Rent. If any review or audit conducted by another tenant of the
Project  reveals  an overcharge which also is applicable to Tenant, then without
regard  to  whether  Tenant has exercised its review and audit rights hereunder,
Landlord  shall  promptly notify Tenant of the discrepancy and credit the excess
amount  against  the  next  payment(s)  of  Net Rent. In the event that Landlord
modifies  any  statement  of  Basic Operating Costs for a particular Computation
Year  after  Tenant's  review  and  audit  rights for such Computation Year have
lapsed,  Tenant's  review  and  audit  rights  shall  be reinstated for the time
periods  and  upon  the  terms  set  forth  in  Section  3.04(c).

          (e)  If  the  parties  cannot  agree  on the results of Tenant's audit
within  sixty  (60)  days  following  delivery  of  Tenant's auditor's report to
Landlord, then either party may commence arbitration with respect to the matters
disputed  in Tenant's audit by notice to the other party ("Arbitration Notice").
The failure of Tenant to provide an Arbitration Notice within one hundred twenty
(120)  days  of  Tenant's  delivery of the Tenant's auditor's report to Landlord
shall  constitute  a  waiver  by Tenant of its right to arbitrate hereunder, and
except  for  such  adjustments  as  have  been agreed to by Landlord, Landlord's
statement  provided  under  Section  3.04(c)  shall be conclusive and binding to
Tenant.  Within  thirty (30) days of the Arbitration Notice, Landlord and Tenant
shall jointly select an arbitrator, who shall be unaffiliated in any manner with
either  Landlord  or  Tenant  and  shall have been active over the five (5) year
period  ending  on  the  date  of  such appointment in the leasing of comparable
commercial  properties  in  the  vicinity  of the Building. Neither Landlord nor
Tenant  shall  consult  with  such arbitrator as to his or her opinion as to the
disputed  matters  prior  to  the  appointment.  The  deter-mina-tion  of  the
arbitra-tor  shall  be  limited  solely  to  issues raised by Tenant's auditor's
report  or  by Landlord's response to Tenant's auditor's report. Such arbitrator
may  hold hearings and require such briefs as the arbitrator, in his or her sole
discretion,  determines is necessary. In addition, Landlord or Tenant may submit
to  the  arbitrator with a copy to the other party within five (5) business days
after  the  appoint-ment  of the arbitrator any data and additional informa-tion
that  such  party  deems relevant to the determination by the arbitrator and the
other  party  may  submit a reply in writing within five (5) business days after
receipt  of  such  data and additional information. The arbitrator shall conduct
such  evidentiary hearings as the arbitrator deems necessary or appropriate, and
shall  conduct  such  arbitration in accordance with the commercial rules of the
American  Arbitration  Association,  insofar  as  the  same  are  not  expressly
inconsistent  with  the  provisions  of  this  Section  3.04(e).

                (1)  The arbitrator shall, within thirty (30) days of his or her
            appointment, reach a decision as to the disputed matters in Tenant's
            auditor's  report,  and  shall  notify  Landlord  and Tenant of such
            determination.

                (2)  The  decision  of  the  arbitrator  shall  be  binding upon
            Landlord  and  Tenant.

                (3)  If  Landlord and Tenant fail to agree upon and appoint such
            arbitrator, then the appointment of the arbi-trator shall be made by
            the  American  Arbitration  Association.


                                        9
<PAGE>
                (4)  If  Landlord  and  Tenant  fail to agree upon other matters
            relating  to  the  arbitration,  then  the  rules  of  the  American
            Arbitration  Association  shall  govern  such  arbitration.

                (5)  The  cost of arbitration shall be paid by the substantially
            unsuccessful party. As used herein, Landlord shall only be deemed to
            be  the  substantially  unsuccessful  party  if  the  discrepancy in
            Tenant's  favor  is  greater  then  five  percent  (5%)  of Tenant's
            Proportionate  Share  of Basic Operating Cost paid by Tenant for the
            Computation  Year  being  audited.

                (6)  The  arbitration  proceeding  and  all  evidence  given  or
            discovered pursuant thereto shall be maintained in confidence by all
            parties.

                (7)  Judgment  upon  the award rendered by the arbitrator may be
            entered  by  either  party  into  any  court having jurisdiction, or
            application  may be made to such court for a judicial recognition of
            the  award  or  an order of enforcement thereof, as the case may be.

     3.05.     BASIC  OPERATING  COST.

          (a)  Basic  Operating  Cost shall mean all commercially reasonable and
necessary expenses and costs (but not specific costs which are separately billed
to  and paid by particular tenants of the Project ) as determined by Landlord in
its  reasonable  opinion  of  every  kind and nature which Landlord shall pay or
become  obligated  to  pay  because  of  or  in  connection with the management,
ownership,  maintenance,  repair,  preservation and operation of the Project and
its  supporting  facilities  directly  servicing  the  Project  (determined  in
accordance  with generally accepted accounting principles, consistently applied)
including,  but  not  limited  to,  the  following:

                (1)  Wages,  salaries  and  related expenses and benefits of all
            on-site  and  off-site  employees  and  personnel  engaged  in  the
            operation,  maintenance,  repair and security of the Project, to the
            extent  such  charges are directly allocable to services rendered by
            the  employees  and  personnel  for  the  benefit  of  the  Project.

                (2)  Costs  of  Landlord's  office  (or of a property management
            office if Landlord is not the property manager) and office operation
            in  the  Project  (provided,  however,  if  such  office is used for
            business activities other than Project management, only a reasonable
            allocation of such cost may be included in Basic Operating Cost), as
            well  as  the  costs  of  operation  of  a  room  for  delivery  and
            distribution  of  mail  to  tenants  of  the  Building.

                (3) All supplies, materials, equipment and equipment rental used
            in  the  operation,  maintenance,  repair  and  preservation  of the
            Project.

                (4)  Utilities,  including  water,  sewer  and power, telephone,
            communication  and  cable  television facilities, lighting, heating,
            air  conditioning  and  ventilating  the  entire  Project; provided,
            however that the Leased Premises


                                       10
<PAGE>
            shall  be  (A)  separately metered for lights and convenience power,
            and (B) separately metered using Landlord's energy management system
            for  the  Project  for  air  conditioning  and  ventilation.

                (5)  All  maintenance, janitorial and service agreements for the
            Project  and  the  equipment therein, including, without limitation,
            alarm  and/or  security  service,  window  cleaning,  elevator
            maintenance,  sidewalks,  landscaping, Building exterior and service
            areas; provided, however, that Tenant shall have the right to employ
            its  own janitor to clean the Leased Premises, in which event Tenant
            shall  not  be  charged  by  Landlord for janitorial services to the
            Leased  Premises  but  Tenant  shall  be responsible for its prorata
            share  of  janitorial  services  to  the  Common  Areas.

                (6)  A  management  cost recovery in an amount not to exceed the
            lesser  of  four percent (4%) of all Rent (excluding such management
            cost  recovery) derived from the Project or the actual costs charged
            by  the  property  manager.

                (7)  Day-to-day  ordinary  and  reasonable  legal and accounting
            services incurred to the extent attributable to the normal operation
            of  the  Project,  excluding  those  expenses  incurred  in  lease
            negotiations,  termination  of  leases, extension of leases or legal
            costs  incurred  in  proceedings  by or against any specific tenant.

                (8) All insurance costs, including, but not limited to, the cost
            of  all  risk  property and liability coverage and rental income and
            earthquake  insurance  applicable  to  the  Project  and  Landlord's
            personal  property  used  in  connection  therewith,  as  well  as
            commercially  reasonable  deductible  amounts  applicable  to  such
            insurance;  provided,  however,  that Landlord may, but shall not be
            obligated  to,  carry  earthquake  insurance.

                (9)  Repairs,  replacements  and general maintenance (except for
            repairs  paid by proceeds of insurance or by Tenant or other tenants
            of the Project or third parties, and alterations attributable solely
            to  tenants  of  the  Project  other  than  Tenant).

                (10)  All  real  estate  or  personal property taxes, possessory
            interest  taxes, business or license taxes or fees, service payments
            in  lieu  of  such  taxes or fees, annual or periodic license or use
            fees, excises, transit charges, housing fund assessments, open space
            charges,  assessments,  bonds,  levies, fees or charges, general and
            special, ordinary and extraordinary, unforeseen as well as foreseen,
            of  any  kind  which  are  assessed,  levied,  charged, confirmed or
            imposed  by any public authority upon the Project (or any portion or
            component  thereof),  its  operations,  this  Lease, or the Rent due
            hereunder  (or  any  portion  or  component  thereof),  except:  (i)
            inheritance  or  estate  taxes  imposed upon or assessed against the
            Project,  or  any  part  thereof  or  interest  therein,  and  (ii)
            Landlord's personal or corporate income, gift, franchise or transfer
            taxes.


                                       11
<PAGE>
                (11)  Amortization  in  accordance  with  generally  accepted
            accounting  principles,  consistently  applied  (together  with
            reasonable  financing  charges)  of capital improvements made to the
            Project  subsequent  to  the applicable Term Commencement Date which
            are  designed  to  improve  the  operating efficiency of the Project
            (provided that the amortized amount shall not exceed the anticipated
            cost  savings), or which may be required by governmental authorities
            pursuant  to  laws not in effect on the applicable Term Commencement
            Date,  including those improvements required for energy conservation
            and  for  the  benefit  of  individuals  with  disabilities  ("ADA
            Improvements")  or  for  energy  conservation.

          (b)  With  respect  to  subsection  3.05(a)(11)  above, to the best of
Landlord's  knowledge,  the  Project  is  in  compliance with the Americans with
Disabilities  Act  and  state  law  applicable  to  access  by  disabled persons
(collectively,  "ADA").  ADA  Improvements, as defined in subsection 3.05(a)(11)
above,  includes  ADA  compliance  work  in  any part of the Project required by
governmental  authorities  due to changes in law, rules or regulations after the
date  of  this  Lease.  ADA  Improvements,  for  the  purposes  of  subsection
3.05(a)(11),  shall not include any ADA compliance work in other tenant's spaces
in  the  Project which is triggered by virtue of tenant improvement work in such
space.  Tenant  shall  not  be  responsible for the cost of improvements for ADA
compliance  work  triggered  by multi-tenanting of the Building. Tenant shall be
responsible  for  one  hundred percent (100%) of the cost of ADA compliance work
triggered by the Tenant Improvements (or any subsequent alterations or additions
made by Tenant). Tenant shall promptly reimburse Landlord for any costs incurred
by  Landlord with respect thereto. If not otherwise paid for by Tenant, Landlord
shall  be entitled to deduct from Landlord's Contribution any amount incurred by
Landlord  with  respect  to  ADA  compliance  work  triggered  by  the  Tenant
Improvements.  Notwithstanding  the  foregoing, Landlord and not Tenant shall be
responsible for ADA compliance work exterior to the Leased Premises triggered by
the  Tenant  Improvements  which  Landlord  was  obligated to comply with on the
applicable  Term  Commencement  Date.

          (c)  In  the  event any of the Basic Operating Costs are not allocable
solely  to  the  Building or are not provided on a uniform basis, Landlord shall
make  an  appropriate  and  equitable  adjustment,  in  Landlord's  commercially
reasonable judgment, to the relevant cost allocations to the Building and Tenant
shall pay its proportionate share of such Basic Operating Costs allocable solely
to  the  Building and 100% of such Basic Operating Costs allocable solely to the
Leased  Premises.

          (d) Notwithstanding any other provision of this Lease to the contrary,
in the event that the Project is not fully occupied during any year of the Term,
an  adjustment  shall be made in computing Basic Operating Cost for such year so
that  Basic  Operating Cost shall be computed as though the Project had been 95%
occupied  during  such  year. EXHIBIT F to this Lease sets forth Landlord's good
                              ---------
faith,  itemized  estimate  of  the  Basic  Operating  Costs  for  the Building.

          (e)  The following items shall be excluded from Basic Operating Costs:
(i)  deprecia-tion  on  the  Building  and the Project; (ii) debt service; (iii)
rental  under  any ground or underlying lease; (iv) attorneys' fees and expenses
incurred  in connection with lease negotiations with prospective Project tenants
or alleged defaults with other Project tenants; (v) the cost of any


                                       12
<PAGE>
improvements  or  equipment  which  would  be  properly  classified  as  capital
expenditures  (except  for  any  capital  expenditures  expressly  included  in
subsection 3.05(a)(11)); the cost of decorating, improving for tenant occupancy,
painting  or  redeco-rating portions of the Building or Project to be demised to
tenants;  (vii)  advertising  expenses  relating to vacant space; or (viii) real
estate  brokers'  or  other leasing commissions. Notwithstanding anything to the
contrary  in  this  Lease,  "Basic Operating Costs" shall not include and Tenant
shall  in  no  event  have  any  obligation to perform or to pay directly, or to
reimburse  Landlord  for,  all  or  any  portion  of  the  following  repairs,
maintenance,  improvements,  replacements,  premiums,  claims,  losses,  fees,
charges, costs and expenses (collectively, "Costs"): (a) Costs occasioned by the
act,  omission  or  violation  of any law by Landlord, any other occupant of the
Project,  or  their  respective  agents,  employees  or  contractors;  (b) Costs
occasioned  by casualties or by the exercise of the power of eminent domain; (c)
Costs  to  correct  any construction defect in the Project or to comply with any
covenant, condition, restriction, underwriter's requirement or law applicable to
the  Project  on  the  Term  Commencement  Date;  (d)  Costs  of any renovation,
improvement,  painting  or  redecorating  of any portion of the Project not made
available for Tenant's use; (e) earthquake insurance to the extent such premiums
are not commercially reasonable and insurance Costs for coverage not customarily
paid  by  tenants  of  similar  projects in the vicinity of the Leased Premises,
increases in insurance Costs caused by the activities of another occupant of the
Project,  insurance  deductibles in excess of $10,000 per year, and co-insurance
payments;  (f)  Costs  incurred in connection with the presence of any Hazardous
Material,  except  to  the  extent  caused  by  the  release  or emission of the
Hazardous  Material in question by Tenant, its agents, employees, contractors or
invitees;  (g) expense reserves; (h) Costs of structural repairs to the Project;
(i)  Cost which could reasonably be allocated to other buildings in the Project;
and  (j)  any  tax  or  assessment expense or any increase therein (i) levied on
Landlord's  rental  income,  unless such tax or assessment expense is imposed in
lieu of real property taxes; (ii) in excess of the amount which would be payable
if  such  tax  or  assessment expense were paid in installments over the longest
permitted  term;  or  (iii)  attributable  to  Landlord's inheritance, transfer,
estate  or  state  taxes.

                                   ARTICLE 4.
                              LANDLORD'S COVENANTS

     4.01.     BASIC SERVICES.  Landlord shall operate the Project to a standard
of  quality  consistent  with that of other similar-class office projects in the
Emeryville  office  market,  and, subject to Tenant's obligation to pay Tenant's
Proportionate  Share  of  Basic  Operating  Cost,  Landlord  shall:

          (a)  Administer  improvement of the Leased Premises in accordance with
      EXHIBIT  B  (if  any).
      ----------

          (b)  Furnish  Tenant  during Tenant's occupancy of the Leased Premises
      the  following  basic  services:

                (1)  Hot  and  cold water at those points of supply provided for
          general  use  of  other  tenants  in the Project; central heat and air
          conditioning  in season, during the Building hours of operation (which
          shall  be  specified  in  the  rules  and  regulations for the Project
          adopted  pursuant  to  Section 5.17, but in any case shall be not less
          than  7:00  a.m.  to  6:00  p.m.  weekdays  and 8:00 a.m. to 1:00 p.m.


                                       13
<PAGE>
          Saturdays,  excluding public holidays) and at such temperatures and in
          such amounts as are considered reasonably required for the comfortable
          use and occupancy of the Leased Premises (which shall not be less than
          65  degrees Fahrenheit or greater than 76 degrees Fahrenheit, provided
          that  the  outdoor  temperature  is  not  greater  than  95  degrees
          Fahrenheit)  or,  in  all events, as may be permitted or controlled by
          applicable  laws,  ordinances,  rules  and  regulations.

                (2)  Structural  and  exterior  maintenance  (including exterior
          glass  and  glazing)  and  routine  maintenance,  repairs and electric
          lighting service for all public areas and service areas of the Project
          in  the  manner  and to the extent reasonably deemed by Landlord to be
          standard.


                (3)  Janitorial  service to both the Common Areas and the Leased
          Premises  on  a  five  (5)  day  per  week  basis, excluding holidays.

                (4) Electric lighting service throughout the Leased Premises and
          electrical  facilities  to  provide sufficient power for standard size
          personal  computers, network servers and equipment comparable thereto,
          and  other  standard  office  machines  of  similar  low  electrical
          consumption,  but  not  including  electricity  required  for  special
          lighting  in  excess  of Building Standard Improvements, and any other
          item  of electrical equipment which consumes electricity in amounts in
          excess  of standard office equipment, which standard shall be not less
          than  3  watts  per rentable square foot for convenience power and 1.5
          watts per rentable square foot for lighting, and not more than a total
          of 6 watts per rentable square foot for convenience power and lighting
          combined.  Landlord  makes  no  representation that such power will be
          sufficient to run the Equipment described in Section 2.05(a). Electric
          power within the Leased Premises, except for the HVAC system, shall be
          separately metered at Tenant's expense (or as a cost deducted from the
          Landlord's  Contribution  for Tenant Improvements). Electric power for
          the HVAC system within the Leased Premises shall be separately metered
          to  Tenant through Landlord's energy management system for the Project
          and billed directly to Tenant by Landlord (without profit or mark-up).

                (5)  Building  Standard lamps, bulbs, starters and ballasts used
          in  the  Leased  Premises.

                (6)  Public  and handicap elevator service serving the floors on
          which  the  Leased  Premises  are situated, including freight elevator
          service  when  prearranged  with  Landlord,  subject to such rules and
          regulations  as  Landlord  shall  promulgate  from  time  to  time.

          (c)  Landlord  shall  not  be  liable  for damages to either person or
      property,  nor  shall Landlord be deemed to have evicted Tenant, nor shall
      there  be  any  abatement  of  Rent,  nor  shall  Tenant  be relieved from
      performance  of  any covenant on its part to be performed under this Lease
      by  reason  of any (i) deficiency in the provision of basic services; (ii)
      breakdown  of  equipment  or  machinery utilized in supplying services; or
      (iii)  curtailment or cessation of services due to causes or circumstances
      beyond  the


                                       14
<PAGE>
      reasonable  control  of Landlord or by the making of the necessary repairs
      or  improvements,  unless  such  deficiency,  breakdown,  curtailment  or
      cessation  is  due to the active gross negligence or willful misconduct of
      Landlord;  provided,  however,  there shall be an abatement of Net Rent in
      the  event  and  to  the  extent  that there is a material diminishment in
      Tenant's  ability  to  conduct  its  business  at the Leased Premises as a
      result  of  the  presence of any Hazardous Materials which does not result
      from  Tenant's or Tenant's agents', employees', contractors', invitees' or
      licensees'  release  or emission of such Hazardous Material persisting for
      more  than  eleven (11) consecutive days, or as a result of the absence of
      (A)  electrical lighting services and/or electrical facilities or services
      for  more  than  forty-eight  (48)  hours,  or  (B)  water  for  more than
      seventy-two  (72)  hours,  and in the event said interference persists for
      one  hundred  eighty (180) days, Tenant may, at its option, terminate this
      Lease  by  written  notice  to  Landlord.  Landlord  shall  use reasonable
      diligence  to  make  such  repairs  as  may  be  required  to machinery or
      equipment within the Project to provide restoration of services and, where
      the cessation or interruption of service has occurred due to circumstances
      or conditions beyond Project boundaries, to cause the same to be restored,
      by  diligent  application  or request to the provider thereof. In no event
      shall any mortgagee or the beneficiary under any deed of trust referred to
      in Section 5.12 be or become liable for any default of Landlord under this
      Section  4.01(c).

     4.02.     EXTRA  SERVICES.  Landlord  shall  provide  to Tenant at Tenant's
sole cost and expense (and subject to the limitations hereinafter set forth) the
following  extra  services:

          (a)  If  Tenant  does not elect to provide its own janitorial services
      for  the  Leased  Premises,  such  extra  cleaning and janitorial services
      required  if Tenant Improvements necessitate extra cleaning efforts or are
      not consistent in quality and quantity with Building Standard Improvements
      (provided,  however,  that Landlord has notified Tenant in connection with
      approvals  of  Tenant's  plans  and  specifications  under  EXHIBIT B that
      Landlord's  approval  is  conditioned upon the application of this Section
      4.02(a));

          (b)  Additional  air conditioning and ventilating capacity required by
      reason  of  any electrical, data processing or other equipment, facilities
      or  services  required  to  support  the  same,  in  excess of the amounts
      provided  for in Section 4.01(b)(4) above, when prearranged with Landlord;

          (c) Heating, ventilation, air conditioning or extra electrical service
      provided  by  Landlord  to Tenant (i) during hours other than the Building
      hours  of operation specified in the rules and regulations for the Project
      adopted  pursuant  to Section 5.17, which shall provide for Building hours
      of  operation  of  not  less  than  7:00 A.M. to 6:00 P.M., Monday through
      Friday  (excluding  holidays) and from 8:00 A.M. to 1:00 P.M. on Saturday,
      or  (ii)  on  Saturdays  after  1:00  P.M., Sundays, or holidays, all said
      heating,  ventilation  and air conditioning or extra electrical service to
      be  furnished  pursuant  to  such uniform procedures as may be established
      from  time  to  time by Landlord for the Building; provided, however, that
      because  Tenant  will be billed by Landlord for Tenant's actual use of the
      air  conditioning  system  within the Leased Premises, the only additional
      charge  for  air  conditioning under this Section 4.02(c) (i.e. other than
      the  additional  direct


                                       15
<PAGE>
      charges  for  actual  use)  shall  be the five percent (5%) management fee
      referenced  in the last sentence of this Section 4.02 which is intended to
      compensate  Landlord  for  use of the air conditioning system during hours
      other  than  the  Building hours of operation and shall be applied against
      the  additional  direct  charges  for  actual  use.

          (d)  Maintaining  and  replacing  non-Building  Standard lamps, bulbs,
      starters and ballasts (whether or not the light fixtures were installed by
      Landlord  as  part  of  the  Tenant  Improvements);

          (e)  Repair  and maintenance service which is the obligation of Tenant
      under  this Lease, where either Tenant requests that the same be performed
      by  Landlord  or  where  Tenant  has failed to perform its obligation in a
      timely  manner;

          (f)  Repair, maintenance or janitorial service to the Leased Premises,
      the Common Areas or the Project parking area which is required as a result
      of  the  acts  or omissions of Tenant, its agents, employees, contractors,
      invitees  or  licensees;  and

          (g)  Any basic service in amounts determined by Landlord to exceed the
      amounts  required  to  be  provided  under  Section  4.01(b),  but only if
      Landlord  elects  to  provide  such  additional  or  excess  service.


          For  the  purposes  of this Section 4.02, if, in Landlord's reasonable
opinion,  Tenant's use of electrical and/or water service at the Leased Premises
is excessive, Landlord may install a separate meter(s) at the Leased Premises to
measure  the  amount  of  electricity  and/or  water consumed by Tenant therein;
provided,  however,  that  Tenant's  use  of  electrical  services  shall not be
excessive  if  it  does  not  exceed  the  total  amount provided for in Section
4.01(b)(4).  The cost of such installation and of such excess electricity and/or
water (at the rates charged for such services by the local public utility) shall
be  paid  by  Tenant  to  Landlord  upon  receipt  by Tenant of a bill therefor.

          The  cost chargeable to Tenant for all extra services shall constitute
Additional  Rent  and shall include a management fee payable to Landlord of five
percent  (5%).  Additional  Rent  shall  be  paid  monthly by Tenant to Landlord
concurrently  with  the  payment  of  Base  Rent.

     4.03.     WINDOW  COVERINGS.  All  window coverings for the Leased Premises
shall  be  provided by Landlord as Building Standard Improvements.  Tenant shall
not  place  or  maintain any window coverings, blinds, curtains or drapes on any
exterior  window without Landlord's prior written approval, which Landlord shall
have  the  right  to  grant  or  withhold  in  its absolute and sole discretion.

     4.04.     GRAPHICS  AND  SIGNAGE.  Landlord shall provide identification of
Tenant's  name  and  suite  numerals (i) on a building directory in the Building
lobby  and  (ii)  at  the  main  entrance door to the Leased Premises.  Landlord
reserves  the right to exclude any other names from the building directory.  All
signs,  notices, advertisements and graphics of every kind or character, visible
in  or  from  the  Common  Areas or the exterior of the Leased Premises shall be
subject  to  Landlord's  prior  written  approval, which Landlord shall have the
right  to  withhold  in  its absolute and sole discretion.  Landlord may remove,
without  notice to and at the expense of Tenant, any


                                       16
<PAGE>
sign,  notice,  advertisement  or  graphic  of  any kind inscribed, displayed or
affixed  in violation of the foregoing requirement. All approved signs, notices,
advertisements  or  graphics  shall be printed, affixed or inscribed at Tenant's
expense  by  a person selected by Landlord. Landlord shall be entitled to revise
the Project graphics and signage standards at any time at Tenant's sole cost and
expense;  provided,  however,  after  the  initial  such  revision,  any further
revision  shall  be  at  Landlord's  sole  cost and expense. Notwithstanding the
foregoing,  Tenant  shall  have  exterior signage on the southeast corner of the
East-Hi-Bay  of  the Building and on the West-Hi-Bay of the Building (facing the
railroad  tracks)  subject  to Landlord's reasonable approval (which may require
that  such signage is commensurate with Tenant's proportionate share of space in
the  Project)  and  any  government  approvals.  Such  signage  may be of a size
comparable  to  the  artist  renderings  of the Building in the Project brochure
furnished  to  Tenant.  Tenant shall be responsible for the cost of any exterior
signage.

     4.05.     TENANT EXTRA IMPROVEMENTS. All Tenant Extra Improvements (if any)
shall  be  installed at Tenant's cost, such installation to be made and paid for
pursuant  to  the  provisions  of EXHIBIT B and EXHIBIT G.  For purposes hereof,
                                  ---------     ---------
"costs"  shall  include, without limitation, all building permit fees for Tenant
Extra Improvements (not already included in the permit fees paid with respect to
the  Landlord's  or  Tenant Improvements); payments to architects, engineers and
other  design  consultants  for  services and disbursements; and such reasonable
inspection  fees as Landlord may incur.  Landlord shall not seek the benefits of
depreciation  deductions  or  income  tax credit allowances for federal or state
income  tax reporting purposes with respect to any Tenant Extra Improvements for
which  Tenant  has  fully  reimbursed  Landlord  under  this  Section  4.05.

     4.06.     REPAIR OBLIGATION.  Subject to Tenant's obligations under Section
3.04 to pay Tenant's Proportionate Share of Basic Operating Cost, Landlord shall
maintain  and  repair,  in a manner consistent with the Comparable Buildings (as
defined  in  Section  8.01(a)(2)),  all elements of the Project that are not the
express  obligation of Tenant or other tenants of the Project, including without
limitation: (i) the structural portions of the Building; (ii) the exterior walls
of the Building, including exterior glass and glazing; (iii) the roof (including
both  membrane  and structure); (iv) all mechanical (including the HVAC system),
electrical,  plumbing  and  life  safety systems; (v) the Common Areas; (vi) the
Project  parking  area;  and (vii) landscaped areas (if any).  However, Landlord
shall  not  have  any  obligation to repair damage caused by Tenant, its agents,
employees,  contractors,  invitees or licensees.  Landlord shall have the right,
but  not the obligation, to undertake work of repair which Tenant is required to
perform under this Lease and which Tenant defaults in its obligation to perform.
Tenant  shall  reimburse Landlord upon demand, as Additional Rent, for all costs
reasonably  incurred  by  Landlord in performing any such repair for the account
of  Tenant,  together with an amount equal to five percent (5%) of such costs to
reimburse  Landlord  for  its  administration  and managerial effort.  Except as
specifically  set  forth  in  this  Lease,  Landlord  shall  have  no obligation
whatsoever  to  maintain or repair the Leased Premises.  The parties intend that
the  terms  of  this  Lease  govern  their  respective  maintenance  and  repair
obligations.  Tenant  expressly  waives  the  benefit  of  any  statute  now  or
hereafter  in  effect  to  the  extent it is inconsistent with the terms of this
Lease with respect to such obligations or which affords Tenant the right to make
repairs  at  the  expense  of  Landlord or terminate this Lease by reason of the
condition  of  the  Leased  Premises  or  any  needed repairs.    Landlord shall
perform  and  construct,  and  Tenant shall have no responsibility to perform or


                                       17
<PAGE>
construct,  any repair, maintenance or improvements (a) necessitated by the acts
or  omissions  of  Landlord  or  any  other  occupant  of the Building, or their
respective  agents, employees or contractors, (b) for which Landlord has a right
of  reimbursement  from  others,  and  (c)  which could be treated as a "capital
expenditure"  under  generally  accepted accounting principles.  Notwithstanding
the  foregoing,  Tenant  shall  pay  for  its  share of the repairs described in
subsection (c) to the extent such costs are properly included in Basic Operating
Costs.

     4.07.     PEACEFUL  ENJOYMENT.  Landlord  covenants  with  Tenant that upon
Tenant  paying  the  Rent  and  all  other charges required under this Lease and
performing  all  of  Tenant's  covenants  and agreements herein contained within
applicable notice and cure periods, Tenant shall peacefully have, hold and enjoy
the Leased Premises subject to all of the terms of this Lease and to any deed of
trust, mortgage or other agreement to which this Lease may be subordinate.  This
covenant  and  the  other covenants of Landlord contained in this Lease shall be
binding upon Landlord and its successors only with respect to breaches occurring
during  its  or  their  respective  ownerships of Landlord's interest hereunder.

                                   ARTICLE 5.
                               TENANT'S COVENANTS

     5.01.     PAYMENTS  BY  TENANT.  Tenant  shall pay Rent at the times and in
the  manner provided in this Lease.  All obligations of Tenant hereunder to make
payments  to Landlord shall constitute Rent and failure to pay the same when due
shall  give  rise  to  the rights and remedies provided for in Section 7.08.  If
there  is  more  than  one Tenant, the obligations imposed under this Lease upon
Tenant  shall  be  joint  and  several.

     5.02.     TENANT  IMPROVEMENTS.  The  Tenant  Improvements for the Existing
Premises  shall  be installed and constructed by Landlord pursuant to EXHIBIT B.
                                                                      ---------
The  Tenant  Improvements  for  the  Expansion  Premises  shall be installed and
constructed  by  Tenant pursuant to EXHIBIT G.  All Landlord's Work shall become
                                    ---------
the  property of Landlord upon installation and shall be surrendered to Landlord
without  compensation  to Tenant upon termination of this Lease by lapse of time
or  otherwise.  All  Tenant Extra Improvements permanently installed pursuant to
Section  4.05  (if  any) shall become the property of Landlord upon installation
and  shall  be  surrendered  to  Landlord  without  compensation  to Tenant upon
termination  of  this  Lease  by  lapse  of  time  or  otherwise.

     5.03.     TAXES  ON  PERSONAL  PROPERTY  AND TENANT EXTRA IMPROVEMENTS.  In
addition  to, and wholly apart from its obligation to pay Tenant's Proportionate
Share  of  Basic Operating Costs, Tenant shall be responsible for, and shall pay
prior  to  delinquency,  all  taxes  or  governmental  service  fees, possessory
interest  taxes,  fees or charges in lieu of any such taxes, capital levies, and
any  other  charges  imposed  upon,  levied with respect to, or assessed against
Tenant's  personal  property,  on the value of its Tenant Extra Improvements (if
any)  and  on  its interest pursuant to this Lease.  To the extent that any such
taxes  are  not  separately  assessed  or billed to Tenant, Tenant shall pay the
amount  thereof  as  invoiced  to Tenant by Landlord.   In no event shall Tenant
have  to pay any portion of taxes, capital levies, and any other charges imposed
upon,  levied  with respect to, or assessed against the personal property or the
improvements  of  other  tenants  in  the  Project.


                                       18
<PAGE>
     5.04.     REPAIRS  BY  TENANT.  Subject  to  Section  4.06, Tenant shall be
obligated  to  maintain  and repair the Leased Premises, to keep the same at all
times  in good order, condition and repair, and, upon expiration of the Term, to
surrender  the  same to Landlord in the same condition as on the applicable Term
Commencement  Date  for  the Existing Premises or the Expansion Premises, as the
case  may  be,  reasonable  wear  and  tear,  the Tenant Improvements, taking by
condemnation,  and  damage that is Landlord's responsibility under Section 7.07.
Tenant's  obligations  shall  include,  without  limitation,  the  obligation to
maintain  and  repair all walls, floors, ceilings and fixtures and to repair all
damage caused by Tenant, its agents, employees, contractors, invitees and others
using the Leased Premises with Tenant's expressed or implied permission.  At the
request  of  Tenant,  Landlord  shall perform the work of maintenance and repair
constituting  Tenant's  obligation under this Section 5.04 at Tenant's sole cost
and  expense and as an extra service to be rendered pursuant to Section 4.02(e).
Any  work of repair and maintenance performed by or for the account of Tenant by
persons  other  than  Landlord  shall  be  performed  by contractors approved by
Landlord,  which  approval shall not be unreasonably withheld, and in accordance
with  procedures  Landlord shall from time to time establish.  Tenant shall give
Landlord  prompt  notice  of any damage to or defective condition in any part of
the  Building's  mechanical,  electrical,  plumbing, life safety or other system
servicing, located in or passing through the Leased Premises of which Tenant has
actual  notice.

     5.05.     WASTE.  Tenant  shall  not commit or allow its agents, employees,
contractors,  invitees or licensees to commit any waste or damage in any portion
of  the  Leased  Premises  or  the  Project.

     5.06.     ASSIGNMENT  OR  SUBLEASE.

          (a)  Tenant  shall  not  voluntarily  or  by  operation of law assign,
transfer  or  encumber  (collectively  "Assign")  or  sublet  all or any part of
Tenant's  interest  in  this  Lease or in the Leased Premises without Landlord's
prior written consent given under and subject to the terms of this Section 5.06.
Notwithstanding  anything  to the contrary contained in this Lease, Landlord and
Tenant  agree  as  follows,  Tenant  may  assign this Lease or sublet the Leased
Premises,  or  any portion thereof, without Landlord's consent and without being
subjected  to  Section  5.06(c)  or  (e) below (but with prior written notice to
Landlord  as discussed below): (i) an entity controlling, controlled by or under
common control with Tenant, (ii) a successor entity related to Tenant by merger,
consolidation,  reorganization  or  government  action,  or (iii) a purchaser of
substantially  all  of  Tenant's  assets  located  in  the  Leased  Premises.

          (b)  If  Tenant desires to Assign this Lease or any interest herein or
sublet  the  Leased  Premises  or  any  part thereof, Tenant shall give Landlord
written  notice  of  such  intent.  Tenant's  notice  shall specify the date the
proposed  assignment  or  sublease  would  be  effective  and  be accompanied by
information  pertinent  to  Landlord's  determination  as  to  the financial and
operational  responsibility  and  appropriateness  of  the  proposed assignee or
subtenant,  including,  without  limitation,  its  name,  business and financial
condition,  financial  details  of  the  proposed  transfer,  the  intended  use
(including  any modification) of the Leased Premises, and exact copies of all of
the proposed agreement(s) between Tenant and the proposed assignee or subtenant.
Tenant  shall  promptly  provide  Landlord  with  (i)  such  other or additional
information  or  documents  reasonably  requested  (within  ten  (10) days after
receiving  Tenant's  notice)  by


                                       19
<PAGE>
Landlord, and (ii) an opportunity to meet and interview the proposed assignee or
subtenant,  if  requested  by  Landlord.

          (c)  Landlord  shall have a period of ten (10) business days following
such  interview  and  receipt  of  such  additional information (or fifteen (15)
business  days  from  the  date of Tenant's original notice if Landlord does not
request additional information or an interview) within which to notify Tenant in
writing  that Landlord elects either (i) to terminate this Lease as to the space
so  affected as of the effective date specified by Tenant, in which event Tenant
will  be relieved of all further obligations hereunder as to such space, or (ii)
to permit Tenant to Assign this Lease or sublet such space, subject, however, to
prior  written  approval of the proposed assignee or sublessee by Landlord, such
consent  not  to  be  unreasonably  withheld  so  long  as the use of the Leased
Premises by such proposed assignee or sublessee would be a Permitted Use (unless
otherwise  approved by Landlord), the proposed assignee or sublessee is of sound
financial  condition as determined by Landlord in its reasonable discretion, the
proposed  assignee executes such reasonable assumption documentation as Landlord
shall require, and the proposed assignee or sublessee is not already a tenant in
the  Building.  Notwithstanding  the  foregoing,  if  Landlord elects option (i)
above,  Tenant  may  elect to withdraw Tenant's request to sublet or assign such
portion  of the Leased Premises by written notice to Landlord given on or before
the  date  which is five (5) business days following Landlord's notice to Tenant
of  its  intent  to recapture such space. Upon such notice by Tenant, Landlord's
election  to recapture the subject space in that instance shall be null and void
and  Tenant  shall retain possession of such subject space. If Landlord fails to
notify  Tenant in writing of such election within said period, Landlord shall be
deemed  to have waived option (i) above, but written approval by Landlord of the
proposed  assignee  or sublessee shall still be required. Failure by Landlord to
approve  a  proposed subtenant or assignee shall not cause a termination of this
Lease.

          (d)  In  the event Tenant shall request the consent of Landlord to any
assignment  or  subletting hereunder, Tenant shall pay Landlord a processing fee
of  $250.00  and  shall  reimburse Landlord for Landlord's reasonable attorneys'
fees  incurred in connection therewith not to exceed $1,000. All such fees shall
be  deemed  Additional  Rent  under  this  Lease.

          (e)  Any rent or other consideration realized by Tenant under any such
sublease  or  assignment in excess of the Rent payable hereunder, after recovery
of  the  reasonable  cost of Tenant Extra Improvements for which Tenant has paid
and reasonable subletting and assignment costs, including without limitation any
broker's  commissions,  attorneys' fees and remodeling fees shall be divided and
paid  as  follows:  forty  percent  (40%)  to  Tenant and sixty percent (60%) to
Landlord.

          (f)  In  any event in which Landlord has no right to recapture, Tenant
shall  diligently seek to obtain not less than fair market rent for the space to
sublet.  In  any assignment of this Lease in whole or in part, Tenant shall seek
to  obtain  from  the assignee consideration reflecting a value of not less than
fair  market  rent  for  the  space  subject  to  such  assignment.

          (g)  The consent of Landlord to any assignment or subletting shall not
constitute  a consent to any subsequent assignment or subletting by Tenant or to
any  subsequent  or  successive  assignment  or  subletting  by  the assignee or
subtenant.  However,  Landlord  may  consent  to  subsequent  assignments  and
sublettings  of  the  Lease  or  sublease  or  amendments  or


                                       20
<PAGE>
modifications thereto, without notifying Tenant or any other party liable on the
Lease  or  sublease  and  without obtaining their consent. Such action shall not
relieve  Tenant  or  any  such  other party from liability under this Lease or a
sublease.

          (h)  No assignment or subletting by Tenant shall relieve Tenant of any
obligation under this Lease. In the event of default by an assignee or subtenant
of  Tenant  or  any  successor  of Tenant in the performance of any of the terms
hereof,  Landlord  may  proceed directly against Tenant without the necessity of
exhausting  remedies  against  such  assignee,  subtenant  or  successor.  Any
assignment  or  subletting  which  conflicts with the provisions hereof shall be
void  and,  at  Landlord's  option, shall constitute a default under this Lease.

          (i)  Notwithstanding  any  other provision of this Section 5.06 (other
than  Section  5.06(i)),  Tenant  shall  have the right to sublease up to 15,896
square  feet of space within the Existing Premises for a sublease term that does
not  exceed  the  first  twenty-four (24) months following the Term Commencement
Date  of  the  Existing Premises, and Tenant shall be allowed to keep any excess
rent  derived  from  such  sublease  and  Landlord  shall  not have the right to
recapture  the  subleased  premises  during  such initial twenty-four (24) month
period.  Tenant  shall also have the right to sublease all or any portion of the
Expansion  Premises for a sublease term that does not extend beyond the last day
of  the  eighteenth  (18th)  month  of  the Term for the Expansion Premises, and
Tenant  shall  be allowed to keep any excess rent derived from such sublease and
Landlord  shall  not  have  the right to recapture the subleased premises during
such  initial  eighteen  (18)  month  period.

     5.07.     ALTERATIONS,  ADDITIONS  AND  IMPROVEMENTS.

          (a)  Tenant  shall  not  make  or  allow to be made any alterations or
additions  in  or  to  the  Leased  Premises without first obtaining the written
consent  of Landlord; provided, however, Tenant may, without Landlord's consent,
perform  interior non-structural alterations or additions not involving material
modifications  to  the  Building  and  its mechanical, electrical, HVAC and life
safety  systems so long as (i) for alterations or additions requiring government
permits,  the cost thereof during any calendar year does not exceed Ten Thousand
Dollars  ($10,000.00)  during  any  calendar  year,  or  (ii) for alterations or
additions not requiring government permits, the cost thereof during any calendar
year  does  not  exceed  Forty Thousand Dollars ($40,000.00). Landlord's consent
will  not  be  unreasonably  withheld  with  respect to proposed alterations and
additions  which  (i)  comply  with  all  applicable laws, ordinances, rules and
regulations; (ii) are compatible with and does not adversely affect the Building
and  its  mechanical,  electrical,  HVAC and life safety systems; (iii) will not
affect the structural portions of the Building; (iv) will not interfere with the
use  and occupancy of any other portion of the Building by any other tenant, its
employees  or  invitees;  and  (v)  will  not  trigger  any  additional costs to
Landlord.  Specifically,  but  without limiting the generality of the foregoing,
Landlord's  right  of  consent  shall encompass plans and specifications for the
proposed  alterations or additions, construction means and methods, the identity
of  any contractor or subcontractor to be employed on the work of alterations or
additions,  and  the  time  for performance of such work. Tenant shall supply to
Landlord  any  additional  documents  and  information  requested by Landlord in
connection with Tenant's request for consent hereunder. Notwithstanding anything
to  the  contrary contained in the paragraph, in connection with any request for
consent hereunder, Tenant may request that Landlord advise Tenant whether or not
Landlord  will  require Tenant to


                                       21
<PAGE>
remove  the  alteration  at the expiration of the Lease. Unless Landlord advises
Tenant  in  writing  that  Landlord  will  not  require  Tenant  to  remove such
alteration  at  the expiration of the Lease, the parties agree that Tenant shall
be  obligated to remove such alteration at the expiration of the Lease. Further,
Landlord  acknowledges  that  Tenant  will  not be required to remove any Tenant
Improvements  to  the  Leased  Premises.

          (b)  Any  consent  given  by Landlord under this Section 5.07 shall be
deemed  conditioned upon: (i) Tenant's acquiring all applicable permits required
by governmental authorities; (ii) Tenant's furnishing to Landlord copies of such
permits, together with copies of the approved plans and specifications, prior to
commencement  of  the  work thereon; and (iii) the compliance by Tenant with the
conditions  of  all applicable permits and approvals in a prompt and expeditious
manner.

          (c) Tenant shall provide Landlord with not less than fifteen (15) days
prior  written  notice  of  commencement of the work so as to enable Landlord to
post  and  record appropriate notices of non-responsibility. All alterations and
additions permitted hereunder shall be made and performed by Tenant without cost
or  expense  to  Landlord.  Tenant  shall  pay the contractors and suppliers all
amounts  due  to them when due and keep the Leased Premises and the Project free
from  any  and  all mechanics', materialmen's and other liens and claims arising
out of any work performed, materials furnished or obligations incurred by or for
Tenant.  In  the  event  any alterations or additions to the Leased Premises are
performed  by  Landlord  hereunder,  whether  by  prearrangement  or  otherwise,
Landlord  shall  be entitled to charge Tenant a five percent (5%) administration
fee  in addition to the actual costs of labor and materials provided. Such costs
and  fees  shall  be deemed Additional Rent under this Lease, and may be charged
and  payable  prior  to  commencement  of  the  work.

          (d)  Any  and  all  alterations, additions or improvements made to the
Leased  Premises  by  Tenant  shall  become  the  property  of  Landlord  upon
installation and shall be surrendered to Landlord without compensation to Tenant
upon  the  termination  of  this  Lease by lapse of time or otherwise unless (i)
Landlord conditioned its approval of such alterations, additions or improvements
on  Tenant's agreement to remove them, or (ii) Landlord notifies Tenant prior to
(or  promptly  after)  the  Term Expiration Date that the alterations, additions
and/or  improvements  must  be  removed, in which case Tenant shall, by the Term
Expiration Date (or promptly thereafter), remove such alterations, additions and
improvements,  repair  any  damage  resulting  from such removal and restore the
Leased Premises to their condition existing prior to the date of installation of
such  alterations,  additions  and improvements. Notwithstanding anything to the
contrary  set  forth  above,  this  clause  shall  not apply to equipment, trade
fixtures  or  furniture  owned  by  Tenant.  Tenant's trade fixtures, furniture,
equipment  and other personal property shall at all times be and remain Tenant's
Property  ("Tenant's  Property").  Except for alterations that cannot be removed
without  structural injury to the Leased Premises, at any time Tenant may remove
Tenant's  Property  from  the  Leased  Premises.

          Tenant  shall repair at its sole cost and expense all damage caused to
the  Leased Premises and the Project by removal of Tenant's movable equipment or
furniture and such other alterations, additions and improvements as Tenant shall
be  required  or  allowed  by  Landlord  to  remove  from  the  Leased Premises.


                                       22
<PAGE>
          All  alterations,  additions  and  improvements  permitted  under this
Section  5.07  shall be constructed diligently, in a good and workmanlike manner
with  new,  good  and sufficient materials and in compliance with all applicable
laws, ordinances, rules and regulations (including, without limitation, building
codes  and  those  related  to  accessibility  and  use  by  individuals  with
disabilities).  Tenant  shall,  promptly  upon  completion  of the work, furnish
Landlord with "as built" drawings for any alterations, additions or improvements
performed  under  this  Section  5.07.

     5.08.     COMPLIANCE  WITH  LAWS  AND  INSURANCE  STANDARDS.  Landlord
represents  and  warrants  that,  at  the Term Commencement Date of the Existing
Premises,  all  elements  of  the Building encompassed within a "warm shell" (as
defined in EXHIBIT B) are in compliance with all applicable laws, ordinances and
           ---------
other legal requirements.  Tenant shall not occupy or use, or permit any portion
of  the  Leased  Premises  to  be occupied or used in a manner that violates any
applicable  law,  ordinance, rule, regulation, order, permit, covenant, easement
or  restriction  of  record,  or  the recommendations of Landlord's engineers or
consultants,  relating  in  any  manner  to  the Project, or for any business or
purpose  which  is  disreputable,  objectionable  or  productive of fire hazard.
Tenant  shall  not  do  or  permit anything to be done which would result in the
cancellation  of  the all risk property insurance coverage on the Project and/or
its contents.  If Tenant does or permits anything to be done which increases the
cost  of  any  insurance  covering  or  affecting the Project, then Tenant shall
reimburse  Landlord, upon demand, as Additional Rent, for such additional costs.
Landlord shall deliver to Tenant a written statement setting forth the amount of
any  such insurance cost increase and showing in reasonable detail the manner in
which  it  has  been computed.  Tenant shall, at Tenant's sole cost and expense,
comply with all laws, ordinances, rules, regulations and orders (state, federal,
municipal  or  promulgated  by  other  agencies  or  bodies  having  or claiming
jurisdiction)  related to the use, condition or occupancy of the Leased Premises
now in effect or which may hereafter come into effect including, but not limited
to, (a) accessibility and use by individuals with disabilities, but only insofar
as  the  same require work within the Leased Premises or work outside the Leased
Premises  that  Tenant  is  responsible for pursuant to other provisions of this
Lease,  and  (b)  environmental  conditions  in, on or about the Leased Premises
caused  by  Tenant or its agents, employees or contractors.  If anything done by
Tenant  in  its use or occupancy of the Leased Premises shall create, require or
cause  imposition  of  any requirement by any public authority for structural or
other upgrading of or alteration or improvement to the Project, Tenant shall, at
Landlord's  option,  either  perform  the  upgrade, alteration or improvement at
Tenant's  sole cost and expense or reimburse Landlord upon demand, as Additional
Rent,  for  the  cost  to Landlord of performing such work.  The judgment of any
court of competent jurisdiction or the admission by Tenant in any action against
Tenant, whether Landlord is a party thereto or not, that Tenant has violated any
law,  ordinance,  rule,  regulation,  order,  permit,  covenant,  easement  or
restriction  shall  be  conclusive  of that fact as between Landlord and Tenant.
Notwithstanding  the  foregoing,  Tenant  shall  not  be  obligated  to make any
structural repairs or alterations to the Leased Premises or any modifications to
the  mechanical, electrical, plumbing and life safety systems of the Building to
comply  with such laws, ordinances, rules, regulations or orders unless the need
for  such  compliance arises exclusively by virtue of Tenant's particular use of
the  Leased  Premises  or  Tenant's  alterations, additions or improvements made
subsequent  to  the  Term  Commencement  Date.


                                       23
<PAGE>
     5.09.   NO NUISANCE; NO OVERLOADING. Tenant shall use and occupy the Leased
Premises,  and control its agents, employees, contractors, invitees and visitors
in such manner so as not to create any nuisance, or unreasonably interfere with,
annoy  or  disturb  (whether  by  noise, odor, vibration or otherwise) any other
tenant  or  occupant of the Project or Landlord in its operation of the Project.
Tenant  shall  not place or permit to be placed any loads upon the floors, walls
or  ceilings  in  excess  of  the maximum designed load specified by Landlord or
which  might  damage  the Leased Premises, the Building, or any portion thereof.

     5.10.   FURNISHING  OF  FINANCIAL  STATEMENTS; TENANT'S REPRESENTATIONS. In
order  to  induce Landlord to enter into this Lease, Tenant agrees that it shall
promptly  furnish  Landlord, from time to time, within ten (10) business days of
receipt  of  Landlord's  written  request  therefor,  with  Tenant's most recent
financial  statements  in  Tenant's customary form reflecting Tenant's financial
condition as of the date of such statements. Tenant represents and warrants that
all  financial  statements,  records  and  information  furnished  by  Tenant to
Landlord  in  connection  with  this Lease are true, correct and complete in all
respects.  Prior  to Tenant's providing Landlord with any financial information,
Landlord  agrees  that  it will execute a Nondisclosure Agreement in the form of
EXHIBIT  D  hereto  which  is  made  a part hereof. If Tenant or its parent is a
public  company,  Tenant's obligation under this Section 5.10 shall be satisfied
by  delivery  to  Landlord  of Tenant's most recent publicly disclosed financial
information.

     5.11.   ENTRY BY LANDLORD. Landlord, its employees, agents and consultants,
shall  have  the  right to enter the Leased Premises at any time, in cases of an
emergency,  and otherwise at reasonable times upon twenty-four (24) hours' prior
written  notice  to  inspect  the same, to clean, to perform such work as may be
permitted or required under this Lease, to make repairs to or alterations of the
Leased  Premises  or other portions of the Project, to deal with emergencies, to
post  such  notices  as  may  be  permitted  or  required  by law to prevent the
perfection  of  liens  against Landlord's interest in the Project or to show the
Leased  Premises to prospective tenants (but only during the last six (6) months
of  the Term) , purchasers, encumbrancers or others, or for any other purpose as
Landlord  may  reasonably  deem  necessary or desirable; provided, however, that
Tenant  may  require  that  an  employee of Tenant accompany Landlord during any
non-emergency  entry  and  Landlord  shall  use  its  best  efforts  to minimize
interference  with  Tenant's  business operations in the Leased Premises. Tenant
shall  not  be  entitled  to  any  abatement of Rent or damages by reason of the
exercise  of  any  such  right  of  entry.  Any such entry shall comply with the
Tenant's  reasonable  security  measures.

     5.12.   NONDISTURBANCE  AND  ATTORNMENT.

          (a) This Lease and the rights of Tenant hereunder shall be subject and
subordinate to the lien of any deed of trust, mortgage or other hypothecation or
security  instrument  (collectively,  "Security Device") now or hereafter placed
upon,  affecting  or  encumbering  the  Project  or any part thereof or interest
therein,  and to any and all advances made thereunder, interest thereon or costs
incurred  and  any  modifications,  renewals,  supplements,  consolidations,
replacements and extensions thereof. With respect to any Security Device entered
into  by  Landlord  after  execution  of  this  Lease,  such  subordination  is
conditioned  on Landlord's obtaining assurance in a commercially reasonable form
(a  "nondisturbance  agreement")  from  the  holder of or beneficiary under such
encumbrance  that  Tenant's  possession  of  the  Leased  Premises  will  not be
disturbed,  and  Tenant's rights under this Lease will be


                                       24
<PAGE>
recognized,  so  long  as  Tenant  is  not  in  default  under this Lease (after
expiration  of  applicable  notice  and  cure periods) and attorns to the record
owner  of  the  Leased  Premises  and  any  subordination of this Lease shall be
conditioned  on  Tenant's  receipt  of such an agreement. Without the consent of
Tenant,  the  holder  of  any such Security Device or the beneficiary thereunder
shall  have the right to elect to be subject and subordinate to this Lease, such
subordination  to  be effective upon such terms and conditions as such holder or
beneficiary  may  direct  which are not inconsistent with the provisions hereof.
Tenant  agrees  to  attorn to and recognize as the Landlord under this Lease the
holder  or  beneficiary under a Security Device or any other party that acquires
ownership  of  the  Leased Premises by reason of a foreclosure or sale under any
Security  Device (or deed in lieu thereof), provided such holder, beneficiary or
other  party  has  become bound by a nondisturbance agreement as of the date the
Security  Device  gained  priority over this Lease. The new owner following such
foreclosure,  sale or deed shall be responsible for the completion of the Tenant
Improvements  and shall be responsible for the Security Deposit but shall not be
(i)  liable  for  any  act  or omission of any prior landlord or with respect to
events  occurring  prior  to  acquisition  of  ownership  except  relating  to a
continuing  default;  (ii) subject to any offsets or defenses which Tenant might
have  against  any prior landlord; or (iii) bound by prepayment of more than one
(1)  month's  Rent  unless actually received. Landlord shall, in good faith, use
its best efforts to cause the current holder of a Security Device on the Project
to  execute  and deliver a nondisturbance agreement to Tenant within thirty (30)
days  of  execution  of  this  Lease.  Landlord  shall,  however,  obtain  such
nondisturbance agreement from the holders of all existing Security Devices prior
to  the  Term  Commencement  Date.

          (b)  Tenant  shall not unreasonably withhold its consent to changes or
amendments to this Lease requested by the holder of a Security Device so long as
these  changes  do not alter the basic business terms of this Lease or otherwise
materially  diminish any rights or materially increase any obligations of Tenant
hereunder.  In  connection  with any amendment to this Lease required under this
paragraph,  Landlord  shall  reimburse  Tenant's  reasonable attorneys' fees and
costs,  not  to  exceed  $1,000.00  in  any single instance. If, within ten (10)
business  days  after  notice  from Landlord, Tenant fails or refuses to execute
with  Landlord  the  amendment(s)  to  this Lease accomplishing the change(s) or
amendment(s)  which  are requested by such holder, Landlord, at its sole option,
shall  have  the right to do either or both of the following: (i) to execute any
instrument for or on behalf of Tenant as its attorney-in-fact (in acknowledgment
thereof,  Tenant  hereby  appoints  Landlord as its irrevocable attorney-in-fact
solely  to  execute  any  instruments  required  to carry out the intent of this
Section  5.12(b)  on  behalf  of  Tenant);  and/or (ii) to provide Tenant with a
further notice and if Tenant fails or refuses to execute the amendment(s) within
five  (5) business days of such additional notice, Landlord shall have the right
to  terminate  this  Lease.

     5.13.     ESTOPPEL  CERTIFICATE.  Within ten (10) days following Landlord's
request,  Tenant  shall  execute,  acknowledge  and  deliver  written  estoppel
certificates  addressed  to  (i)  any  mortgagee  or  prospective  mortgagee  of
Landlord,  or  (ii) any purchaser or prospective purchaser of all or any portion
of,  or interest in, the Project, on a form specified by Landlord, certifying as
to such facts (if true) and agreeing to such notice provisions and other matters
(provided, however that such notice provisions and other matters shall not alter
the  basic  business  terms  of  this Lease or otherwise materially diminish any
rights  or  materially increase any obligations of


                                       25
<PAGE>
Tenant  hereunder,  and  if  such  estoppel certificate includes any matters not
strictly  of  a  factual  nature,  Tenant shall have a right to reimbursement of
reasonable  attorney's fees in connection with the review thereof, in accordance
with  Section  5.12  above)  as such mortgagee(s) or purchaser(s) may reasonably
require,  including,  without  limitation, the following: (a) that this Lease is
unmodified  and  in  full  force  and  effect  (or  in  full force and effect as
modified,  and  stating the modifications); (b) the amount of, and date to which
Rent and other charges have been paid in advance; (c) the amount of any Security
Deposit;  and (d) acknowledging that Landlord is not in default under this Lease
(or,  if Landlord is claimed to be in default, stating the nature of the alleged
default).  However,  in  no event shall any such estoppel certificate require an
amendment  of  the  provisions  of  this  Lease  or  otherwise affect or abridge
Tenant's  rights  hereunder. Any such estoppel certificate may be relied upon by
any  such  mortgagee  or purchaser. Failure by Tenant to execute and deliver any
such  estoppel  certificate  within  the time requested shall be conclusive upon
Tenant that (1) this Lease is in full force and effect and has not been modified
except  as  represented by Landlord; (2) not more than one month's Rent has been
paid in advance; and (3) Landlord is not in default under this Lease. Failure by
Tenant  to execute and deliver any such estoppel certificate within five days of
Landlord's  further  notice  to  Tenant  that  Tenant  has failed to execute and
deliver  any  such  estoppel  certificate within the initial ten (10) day notice
period, shall constitute a default under this Lease. If requested by Tenant upon
reasonable  written  notice,  Landlord  shall  execute  and  deliver an estoppel
certificate  covering  the  factual  matters outlined in clauses (a) through (d)
above  (except  in  case  of  (d) certifying as to the absence of any default by
Tenant or identifying any such claimed default), which may be relied upon solely
for  purposes  of  Tenant's  obtaining  financial  accommodations.

5.14.     SECURITY  DEPOSIT.

          (a)  On  December 2, 1999, Tenant delivered to Landlord an Irrevocable
Standby  Letter  of  Credit No. OSF99000883 from Imperial Bank for the amount of
$2,000,000.00.  Upon  delivery of the Expansion Premises to Tenant, Tenant shall
pay  the  additional security deposit to Landlord of $901,127.03 ($78,279.25 for
the  Existing Premises and $822,847.78 for the Expansion Premises) as additional
security  for  the  full  and faithful performance of Tenant's obligations under
this  Lease.  If  at any time during the Term, Tenant shall be in default in the
payment  of  Rent  or  in  default  for  any  other  reason  after expiration of
applicable  notice  and  cure  periods, Landlord may use, apply or retain all or
part  of  the Security Deposit for payment of any amount due Landlord or to cure
such  default  or  to  reimburse or compensate Landlord for any liability, loss,
cost, expense or damage (including attorneys' fees) which Landlord may suffer or
incur  by  reason  of  Tenant's defaults. If Landlord uses or applies all or any
part  of  the  Security  Deposit, Tenant shall, on demand, pay to Landlord a sum
sufficient  to  restore the Security Deposit to the full amount required by this
Lease.  Upon  expiration  of  the  Term or earlier termination of this Lease and
after Tenant has vacated the Leased Premises, Landlord shall return the Security
Deposit  to  Tenant,  reduced  by such amounts as may be required by Landlord to
remedy  defaults on the part of Tenant in the payment of Rent, to repair damages
to  the  Leased  Premises caused by Tenant and to clean the Leased Premises. The
portion  of  the  deposit  not  so required shall be paid over to Tenant (or, at
Landlord's  option,  to  the  last  assignee of Tenant's interest in this Lease)
within  thirty  (30)  days  after  expiration of the Term or earlier termination
hereof.  Landlord  shall  hold  the Security Deposit for the foregoing purposes;
provided,  however,  that  Landlord  shall  have  no obligation to segregate the
Security  Deposit  from


                                       26
<PAGE>
its general funds or to pay interest in respect thereof. No part of the Security
Deposit  shall  be  considered  to  be held in trust, or to be prepayment of any
monies  to  be  paid  by  Tenant  under  this  Lease.


          (b)  The  Security  Deposit  shall  increase  proportionally  with any
increase  in  Base  Rent  resulting from Landlord's funding of additional Tenant
Improvements  in  accordance with paragraph 5(c) of EXHIBIT B to this Lease, and
                                                    ---------
such  funding  being repaid through amortization payments made to Landlord along
with Base Rent in accordance with paragraph 5(c) of EXHIBIT B to this Lease. The
                                                    ---------
amount  of  the  Security  Deposit  shall decrease twenty percent (20%) per year
beginning  on  the second (2nd) anniversary of the Term Commencement Date of the
Existing  Premises;  provided, however, the amount of the Security Deposit shall
not  be  less  than  $218,000.00  at  any  time  during  the Term of this Lease.
Accordingly,  the  Security  Deposit  shall  be  reduced  as  follows:

                                                AMOUNT OF
            DATE              REDUCTION      SECURITY DEPOSIT
            ----              ---------      ----------------
       July  21,  2002     $  580,225.41     $   2,320,901.62
       ---------------     -------------     ----------------
       July  21,  2003     $  580,225.41     $   1,740,676.21
       ---------------     -------------     ----------------
       July  21,  2004     $  580,225.41     $   1,160,450.80
       ---------------     -------------     ----------------
       July  21,  2005     $  580,225.41     $     580,225.39
       ---------------     -------------     ----------------
       July  21,  2006     $  362,225.39     $     218,000.00
       ---------------     -------------     ----------------

          (c) In lieu of a cash deposit, Tenant may deliver the Security Deposit
to Landlord in the form of a clean and irrevocable letter of credit (the "Letter
of  Credit")  issued  by and drawable upon (said issuer being referred to as the
"Issuing  Bank")  a  financial  institution which is approved by Landlord in its
sole  discretion,  provided  that  Landlord  shall not unreasonably withhold its
consent  to  an  Issuing  Bank  which  has  outstanding unsecured, uninsured and
unguaranteed  indebtedness,  or  shall  have  issued a letter of credit or other
credit  facility  that  constitutes  the  primary  security  for any outstanding
indebtedness  (which  is  otherwise  uninsured  and  unguaranteed), that is then
rated,  without regard to qualification of such rating by symbols such as "+" or
"-"  or numerical notation, "Aa" or better by Moody's Investors Service and "AA"
or better by Standard & Poor's Rating Service, and has combined capital, surplus
and undivided profits of not less than $100,000,000. Such Letter of Credit shall
(a)  name Landlord as beneficiary, (b) be in the amount of the Security Deposit,
(c)  have a term of not less than one year, (d) permit multiple drawings, (e) be
fully  transferable  by  Landlord,  and  (f)  otherwise  be  in form and content
reasonably  satisfactory  to  Landlord.  If  upon  any transfer of the Letter of
Credit, any fees or charges shall be so imposed, then such fees or charges shall
be  payable  solely  by  Tenant  and  the Letter of Credit shall so specify. The
Letter  of  Credit  shall provide that it shall be deemed automatically renewed,
without  amendment,  for  consecutive periods of one year each


                                       27
<PAGE>
thereafter  during  the  Term  unless  the  Issuing  Bank  sends  a  notice (the
"Non-Renewal  Notice")  to Landlord by certified mail, return receipt requested,
not  less  than 45 days next preceding the then expiration date of the Letter of
Credit  stating  that  the  Issuing  Bank has elected not to renew the Letter of
Credit.  Landlord  shall have the right, upon receipt of the Non-Renewal Notice,
to  draw  the full amount of the Letter of Credit, by sight draft on the Issuing
Bank,  and  shall  thereafter  hold  or apply the cash proceeds of the Letter of
Credit  pursuant  to  the  terms of this Article. Notwithstanding the foregoing,
Tenant  shall  thereafter  have the right to provide Landlord with a replacement
Letter  of  Credit in compliance with this Section, in which case Landlord shall
provide  Tenant  such  cash sums drawn on the Letter of Credit. The Issuing Bank
shall  agree with all drawers, endorsers and bona fide holders that drafts drawn
under  and  in  compliance  with  the terms of the Letter of Credit will be duly
honored  upon  presentation  to  the  Issuing  Bank at an office location in San
Francisco.  The Letter of Credit shall be subject in all respects to the Uniform
Customs  and  Practice  for  Documentary  Credits (1993 revision), International
Chamber of Commerce Publication No. 500. Tenant shall have the right at any time
to  replace  the  Letter  of  Credit  with  a  (i) cash security deposit, (ii) a
replacement  Letter  of  Credit that meets all of the conditions of this Section
5.14,  or  (iii)  a  combination  of  items  (i)  and  (ii).

     5.15.     SURRENDER.  Subject  to the provisions of Section 5.07 hereof, on
the  Term  Expiration  Date (or earlier termination of this Lease), Tenant shall
quit  and  surrender  possession  of  the Leased Premises to Landlord in as good
order  and  condition  as they were in on the applicable Term Commencement Date,
reasonable  wear  and  tear,  the  Tenant  Improvements,  casualties,  taking by
condemnation  and  repairs  which  are  Landlord's  responsibility  excepted.
Reasonable  wear  and  tear  shall  not include any damage or deterioration that
would  have  been prevented by good maintenance practice or by Tenant performing
all  of  its  obligations  under  this  Lease.  Tenant  shall,  without  cost to
Landlord,  remove  all furniture, equipment, trade fixtures, debris and articles
of  personal  property  owned by Tenant in the Leased Premises, and shall repair
any  damage  to  the Project resulting from such removal.  Any such property not
removed  by  Tenant  by the Term Expiration Date (or earlier termination of this
Lease) shall be considered abandoned, and Landlord may remove any or all of such
items  and  dispose  of  same  in  any  lawful  manner or store same in a public
warehouse  or  elsewhere  for the account and at the expense and risk of Tenant.
If  Tenant shall fail to pay the cost of storing any such property after storage
for  thirty  (30) days or more, Landlord may sell any or all of such property at
public  or private sale, in such manner and at such times and places as Landlord
may  deem  proper in accordance with applicable law, without notice to or demand
upon  Tenant.  Landlord  shall  apply  the proceeds of any such sale as follows:
first,  to  the  costs  of  such  sale; second, to the costs of storing any such
property;  third,  to  the  payment of any other sums of money which may then or
thereafter  be due to Landlord from Tenant under any of the terms of this Lease;
and  fourth,  the  balance,  if  any,  to  Tenant.

     5.16.    TENANT'S REMEDIES.  Landlord shall not be deemed in breach of this
Lease  unless  Landlord  fails within a reasonable time to perform an obligation
required  to  be  performed  by  Landlord.  For purposes of this Section 5.16, a
reasonable  time  shall in no event, be less than thirty (30) days after receipt
by  Landlord,  and by the holders of any ground lease, deed of trust or mortgage
covering  the  Leased  Premises whose name and address shall have been furnished
Tenant  in  writing  for such purpose, of written notice specifying wherein such
obligation  of  Landlord  has not been performed; provided, however, that if the
nature  of  Landlord's  obligation


                                       28
<PAGE>
is  such  that  more  than  thirty  (30)  days  after such notice are reasonably
required for its performance, then Landlord shall not be in breach of this Lease
if  performance  is  commenced within said thirty (30)-day period and thereafter
diligently  pursued to completion. If Landlord fails to cure such default within
the  time  provided for in this Lease, the holder of any such ground lease, deed
of  trust  or  mortgage  shall  have an additional thirty (30) days to cure such
default;  provided  that  if such default cannot reasonably be cured within that
thirty (30) day period, then such holder shall have such additional time to cure
the  default  as  is  reasonably necessary under the circumstances. Tenant shall
look  solely  to  Landlord's  interest  in  the  Project,  insurance  proceeds,
condemnation  awards  and the proceeds thereof for recovery of any judgment from
Landlord. Neither Landlord nor any of its trustees, directors, officers, agents,
employees  or  representatives  (or, if Landlord is a partnership, its partners,
whether  general  or  limited)  shall  ever  be  personally  liable for any such
judgment.  Any  lien  obtained  to  enforce  any  such  judgment and any levy of
execution thereon shall be subject and subordinate to any lien, deed of trust or
mortgage  to  which  Section  5.12  applies  or  may  apply. Except as otherwise
specifically  provided  for  in  this  Lease, Tenant shall not have the right to
terminate  this  Lease  or  withhold,  reduce  or  offset any amount against any
payments  of Rent due and payable under this Lease by reason of a breach of this
Lease  by  Landlord.

     5.17.   CC&RS/RULES AND REGULATIONS. Tenant shall comply with (i) the rules
and  regulations  for  the  Project  attached  as  EXHIBIT E and such reasonable
                                                   ---------
amendments  thereto as Landlord may adopt from time to time with prior notice to
Tenant,  and (ii) such reasonable covenants, conditions and restrictions for the
Project  ("CC&Rs")  as Landlord may adopt from time to time with prior notice to
Tenant.  Tenant  shall not be required to comply with any new rule or regulation
or  CC&Rs  unless  the same applies non-discriminatorily to all occupants of the
Project,  does  not  unreasonably  interfere  with  Tenant's  use  of the Leased
Premises and does not materially increase the obligations or decrease the rights
of  Tenant  under  the  Lease. In case of any conflict between (i) the rules and
regulations and/or CC&Rs and (ii) the provisions of this Lease, this Lease shall
control.

                                   ARTICLE 6.
                              ENVIRONMENTAL MATTERS

     6.01.     HAZARDOUS  MATERIALS  PROHIBITED.

          (a)  Except  with  Landlord's  prior written consent, Tenant shall not
cause or permit any Hazardous Materials (as defined in Section 6.01(c) below) to
be  brought,  kept, used, generated, released or disposed in, on, under or about
the Leased Premises or the Project by Tenant, its agents, employees, contractors
or  invitees;  provided,  however, that Tenant may use, store and dispose of, in
accordance  with  applicable  Laws,  limited  quantities  of standard office and
janitorial  supplies,  but  only to the extent reasonably necessary for Tenant's
operations  in  the Leased Premises. Tenant hereby indemnifies Landlord from and
against  (i)  any  breach  by  Tenant of the obligations stated in the preceding
sentence, (ii) any breach of the obligations stated in Section 6.01(b) below, or
(iii) any claims or liability resulting from Tenant's use of Hazardous Materials
in  violation  of  applicable laws or provisions hereof. Tenant hereby agrees to
defend  and  hold  Landlord  harmless  from  and  against  any  and  all claims,
liability,  losses,  damages,  costs  and/or  expenses  (including,  without
limitation,  diminution in value of the Project, or any portion thereof, damages
for the loss or restriction on use of rentable or usable space or of any amenity
of


                                       29
<PAGE>
the Project, damages arising from any adverse impact on marketing of space in
the Project, and sums paid in settlement of claims, fines, penalties, attorneys'
fees, consultants' fees and experts' fees) which are caused by any breach of the
obligations  stated  in  Sections 6.01(a) or 6.01(b) or otherwise resulting from
Tenant's  use  of  Hazardous Materials in the Project in violation of applicable
laws  or provisions hereof. This indemnification of Landlord by Tenant includes,
without  limitation, death of or injury to person, damage to any property or the
environment  and  costs  incurred  in  connection with any investigation of site
conditions  or  any  cleanup, remedial, removal, or restoration work required by
any federal, state or local governmental agency or political subdivision because
of  any Hazardous Material present in, on, under or about the Leased Premises or
the  Project  (including soil and ground water contamination) which results from
such  a breach. Without limiting the foregoing, if the presence of any Hazardous
Material  in,  on,  under  or about the Leased Premises or the Project caused or
permitted  by  Tenant results in any contamination of the Leased Premises or the
Project,  Tenant  shall  promptly  take  all  actions at its sole expense as are
necessary to return the same to the condition existing prior to the introduction
of  such  Hazardous  Material  as  required under applicable laws; provided that
Landlord's approval of such actions, and the contractors to be used by Tenant in
connection  therewith, shall first be obtained. This indemnification of Landlord
by  Tenant  shall  survive  the  expiration or sooner termination of this Lease.

          (b)  Tenant  covenants  and  agrees  that Tenant shall at all times be
responsible and liable for, and be in compliance with, all federal, state, local
and  regional  laws,  ordinances,  rules, codes and regulations, as amended from
time  to  time  ("Governmental Requirements"), relating to health and safety and
environmental  matters,  arising, directly or indirectly, out of Tenant's use of
Hazardous Materials (as defined in Section 6.01(c) below) in the Project. Health
and  safety and environmental matters for which Tenant is responsible under this
paragraph  include,  without  limitation  (i)  notification  and  reporting  to
governmental  agencies,  (ii) the provision of warnings of potential exposure to
Hazardous  Materials  to  Landlord  and  Tenant's  agents, employees, licensees,
contractors  and  others,  (iii)  the payment of taxes and fees, (iv) the proper
off-site  transportation  and  disposal  of  Hazardous  Materials,  and  (v) all
requirements,  including training, relating to the use of equipment. Immediately
upon  discovery  of  a  release  of Hazardous Materials associated with Tenant's
activities,  Tenant  shall  give written notice to Landlord, whether or not such
release  is  subject  to  reporting  under Governmental Requirements. The notice
shall  include  information  on  the  nature  and  conditions of the release and
Tenant's  planned  response. Tenant shall be liable for the cost of any clean-up
of  the  release  of  any  Hazardous  Materials  by  Tenant  on  the  Project.

          (c)  As  used  in  this Lease, the term "Hazardous Material" means any
hazardous or toxic substance, material or waste which is or becomes regulated by
any  local  governmental authority, the State of California or the United States
Government.  The  term  "Hazardous  Material"  includes, without limitation, any
substance,  material  or  waste  which  is (i) defined as a "hazardous waste" or
similar  term  under  the laws of the jurisdiction where the Project is located;
(ii)  designated  as  a  "hazardous  substance"  pursuant  to Section 311 of the
Federal  Water  Pollution  Control Act (33 U.S.C. Sec. 1317); (iii) defined as a
"hazardous waste" pursuant to Section 1004 of the Federal Resource, Conservation
and  Recovery  Act,  42  U.S.C.  Sec.  6901  et seq. (42 U.S.C. Sec. 6903); (iv)
                                             -- ---
defined  as a "hazardous substance" pursuant to Section 101 of the Comprehensive
Environmental  Response,  Compensation and Liability Act, 42 U.S.C.


                                       30
<PAGE>
Sec.  9601 et seq. (42 U.S.C. Sec. 9601); (v) hydrocarbons, petroleum, gasoline,
           -- ---
crude oil or any products, by-products or fractions thereof; or (vi) asbestos in
any  form  or  condition.

          (d)  As  used  in this Article 6, the term "Laws" means any applicable
federal,  state  or local laws, ordinances, rules or regulations relating to any
Hazardous  Material  affecting  the  Project, including, without limitation, the
specific  laws, ordinances and regulations referred to in Section 6.01(c) above.
References  to  specific Laws shall also be references to any amendments thereto
and  to  any  applicable  successor  Laws.

          (e)  To  the  best of Landlord's knowledge, except as disclosed in the
environmental reports (the "Environmental Reports") provided to Tenant (i) there
are no Hazardous Materials, PCB transformers or underground storage tanks on the
Project,  and  (ii)  the  Project is in compliance with all Laws relating to any
Hazardous  Material.  Tenant  acknowledges  its  receipt  and  review  of  the
Environmental Reports prior to entering into this Lease. Landlord represents and
warrants  that  (i)  during  the period of its ownership of the Project prior to
entering  into this Lease, neither it nor its agents, employees, contractors, or
invitees  have  released or authorized the release of any Hazardous Materials on
the  Project, and (ii) after entering into this Lease, Landlord will not release
any  Hazardous  Materials  on  the Project. Landlord hereby agrees to indemnify,
protect,  defend  and  hold  the Tenant harmless of and from any and all claims,
liability,  costs,  penalties,  fines,  damages,  injury, judgments, forfeiture,
losses  or  expenses  (including  without limitation reasonable attorneys' fees)
arising  out  of  or  in  any  way  related  to  or resulting from any Hazardous
Materials  discovered  in  the  Leased Premises or on the Project which were not
brought,  kept, used, generated, released or disposed in, on, under or about the
Leased  Premises or the Project by Tenant, its agents, employees, contractors or
invitees.  This  Section  6.01  of the Lease constitutes the entire agreement of
Landlord  and  Tenant  regarding  Hazardous  Materials.

     6.02.     LIMITATIONS  ON  ASSIGNMENT  AND  SUBLETTING.  It  shall  not  be
unreasonable  for Landlord to withhold its consent to any proposed assignment or
subletting  of  the  Leased  Premises  if the proposed assignee's or sublessee's
anticipated  use  of  the Leased Premises involves the generation, storage, use,
treatment,  or  disposal  of  Hazardous  Material (excluding standard office and
janitorial  supplies;  in  limited  quantities  as  hereinabove  provided).

     6.03.     RIGHT OF ENTRY.  Landlord, its employees, agents and consultants,
shall  have  the  right  to enter the Leased Premises at any time, in case of an
emergency,  and  otherwise during reasonable hours and upon reasonable notice to
Tenant,  in  order  to  conduct  periodic environmental inspections and tests to
determine whether any Hazardous Materials are present. The costs and expenses of
such  inspections  shall  be paid by Landlord unless a default or breach of this
Lease, violation of Laws or contamination caused or permitted by Tenant is found
to  exist.  In  such  event,  Tenant  shall  reimburse  Landlord upon demand, as
Additional Rent, for the reasonable costs and expenses of such inspections if it
is determined that Tenant has failed to perform its obligations under this Lease
with  regard  to  Hazardous  Materials.

     6.04.     NOTICE  TO  LANDLORD.  Tenant  shall  promptly notify Landlord in
writing  of:  (i)  any  enforcement,  clean-up, removal or other governmental or
regulatory  action instituted or threatened regarding the Leased Premises or the
Project  pursuant  to  any  Laws  caused by Tenant's use or storage of Hazardous
Materials; (ii) any claim made or threatened by any person against


                                       31
<PAGE>
Tenant  or  the Leased Premises relating to damage, contribution, cost recovery,
compensation,  loss  or injury resulting from or claimed to result from Tenant's
use  or  storage  of  any  Hazardous  Material; and (iii) any reports made to or
received  from  any governmental agency arising out of or in connection with any
Hazardous  Material  in  or  removed  from  the  Leased Premises or the Project,
including any complaints, notices, warnings or asserted violations in connection
therewith.  Tenant shall also supply to Landlord as promptly as possible, and in
any  event  within  three (3) business days after Tenant first receives or sends
the same, copies of all claims, reports, complaints, notices, warnings, asserted
violations or other communications relating in any way to the Leased Premises or
Tenant's  use  thereof.

                                   ARTICLE 7.
             INSURANCE, INDEMNITY, CONDEMNATION, DAMAGE AND DEFAULT

     7.01.     LANDLORD'S  INSURANCE.  Landlord  shall  secure  and  maintain
policies  of  insurance for the Project (including the Leased Premises) covering
loss of or damage to the Project, including the Tenant Improvements (as shown on
the  "as-built"  plans  provided to Landlord after completion of construction of
the  Tenant  Improvements)  and  all  subsequent  alterations,  additions  and
improvements  to  the Leased Premises approved by Landlord in writing, with loss
payable  to  Landlord  and  to  the  holders of any deeds of trust, mortgages or
ground  leases  on  the  Project.  Landlord  shall  not  be  obligated to obtain
insurance  for  Tenant's  trade  fixtures,  equipment, furnishings, machinery or
other  property.  Such  policies  shall  provide  protection  against  fire  and
extended  coverage perils and such additional perils as Landlord deems suitable,
in  the  amount  of  the  estimated  replacement  cost  thereof  and  with  such
deductible(s)  as  Landlord  shall  deem reasonably appropriate.  Landlord shall
further  secure and maintain commercial general liability insurance with respect
to  the Project in such amount as Landlord shall determine, such insurance to be
in  addition  to,  and  not  in  lieu of, the liability insurance required to be
maintained  by  Tenant.  In  addition,  Landlord  may secure and maintain rental
income insurance.  If the annual cost to Landlord for any such insurance exceeds
the  standard  rates because of the nature of Tenant's operations, Tenant shall,
upon  receipt  of appropriate invoices, reimburse Landlord for such increases in
cost, which amounts shall be deemed Additional Rent hereunder.  Tenant shall not
be  named  as  an  additional  insured  on any policy of insurance maintained by
Landlord.

     7.02.     TENANT'S  LIABILITY  INSURANCE.

          (a)  Tenant  (with  respect to both the Leased Premises and the Common
Areas)  shall  secure  and maintain, at its own expense, at all times during the
Term,  a  policy  or policies of commercial general liability insurance with the
premiums  thereon  fully paid in advance, protecting Tenant and naming Landlord,
the  holders  of  any deeds of trust, mortgages or ground leases on the Project,
and  Landlord's  representatives  (which  term, whenever used in this Article 7,
shall  be  deemed  to include Landlord's partners, trustees, ancillary trustees,
officers,  directors,  shareholders,  beneficiaries,  agents,  employees  and
independent  contractors)  as  additional  insureds  against  claims  for bodily
injury,  personal  injury,  advertising  injury  and  property damage (including
attorneys'  fees)  based  upon, involving or arising out of Tenant's operations,
assumed  liabilities  or  Tenant's  use,  occupancy or maintenance of the Leased
Premises and the Common Areas of the Project. Such insurance shall provide for a
minimum  amount  of  Two  Million Dollars ($2,000,000.00) for property damage or
injury  to  or  death  of  one  or  more  than one person in any one accident or
occurrence,  with  an  annual  aggregate  limit of at least Four Million Dollars


                                       32
<PAGE>
($4,000,000.00).  The  coverage  required to be carried shall include fire legal
liability,  blanket  contractual  liability,  personal  injury liability (libel,
slander,  false  arrest  and  wrongful  eviction),  broad  form  property damage
liability,  products  liability  and  completed  operations coverage (as well as
owned,  non-owned  and hired automobile liability if an exposure exists) and the
policy  shall  contain  an  exception  to  any pollution exclusion which insures
damage  or  injury arising out of heat, smoke or fumes from a hostile fire. Such
insurance  shall  be  written on an occurrence basis and contain a separation of
insureds provision or cross-liability endorsement acceptable to Landlord. Tenant
shall  provide  Landlord  with a certificate evidencing such insurance coverage.
The  certificate  shall  indicate  that  the  insurance  provided  specifically
recognizes  the  liability assumed by Tenant under this Lease (including without
limitation performance by Tenant under Section 7.04) and that Tenant's insurance
is  primary  to  and  not  contributory  with  any other insurance maintained by
Landlord,  whose  insurance shall be considered excess insurance only. Following
the initial Term of the Lease, not more frequently that every two (2) years, if,
in  the opinion of any mortgagee of Landlord or of the insurance broker retained
by  Landlord,  the  amount  of  liability insurance coverage at that time is not
adequate,  then  Tenant  shall  increase  its  liability  insurance  coverage as
reasonably  required by either any mortgagee of Landlord or Landlord's insurance
broker.

          (b)  Subject  to Section 5.08 of this Lease, Tenant shall, at Tenant's
expense,  comply  with  (i) all insurance company requirements pertaining to the
use  of  the  Leased  Premises  and  (ii)  all  rules,  orders,  regulations  or
requirements  of the American Insurance Association (formerly the National Board
of  Fire  Underwriters)  and  with  any  similar  body.

     7.03.     TENANT'S  ADDITIONAL  INSURANCE  REQUIREMENTS.

          (a)  Tenant  shall  secure  and  maintain, at Tenant's expense, at all
times  during the Term, a policy of physical damage insurance on all of Tenant's
fixtures,  furnishings,  equipment, machinery, merchandise and personal property
in the Leased Premises and alterations, additions or improvements made by or for
Tenant  upon  the  Leased  Premises,  all  for the full replacement cost thereof
without deduction for depreciation of the covered items and in amounts that meet
any  co-insurance  clauses  of  the  policies of insurance. Such insurance shall
insure  against  those  risks  customarily  covered  in  an "all risk" policy of
insurance  covering  physical  loss  or damage. Tenant may use the proceeds from
such  insurance  for  the  replacement  of  fixtures, furnishings, equipment and
personal  property and for restoration of alterations, additions or improvements
to the Leased Premises after the Term Commencement Date. Landlord shall be named
as loss payee to the extent of the value of any such improvements after the Term
Commencement  Date.  In addition, Tenant shall secure and maintain, at all times
during  the  Term,  loss  of  income,  business  interruption  and extra expense
insurance  in  such amounts as will reimburse Tenant for direct or indirect loss
of  earnings  and  incurred  costs  attributable  to all perils commonly insured
against by prudent tenants or attributable to prevention of access to the Leased
Premises  or to the Building as a result of such perils; such insurance shall be
maintained  with  Tenant's  property  insurance  carrier.  Further, Tenant shall
secure and maintain at all times during the Term workers' compensation insurance
in  such  amounts  as are required by law, employer's liability insurance in the
amount of One Million Dollars ($1,000,000.00) per occurrence, and all such other
insurance  as may be required by applicable law or as may be reasonably required
by  Landlord.  In  the  event  Tenant  makes  any


                                       33
<PAGE>
alterations,  additions  or  improvements  to  the  Leased  Premises,  prior  to
commencing  any  work in the Leased Premises, Tenant shall secure "builder's all
risk" insurance which shall be maintained throughout the course of construction,
such  policy being an all risk builder's risk completed value form, in an amount
approved  by  Landlord,  but  not  less  than  the  total contract price for the
construction  of  such  alterations,  additions or improvements and covering the
construction  of  such  alterations,  additions  or improvements, and such other
insurance  as  Landlord  may require, it being understood and agreed that all of
such  alterations, additions or improvements shall be insured by Tenant pursuant
to  this  Section 7.03 immediately upon completion thereof. Tenant shall provide
Landlord  with  certificates  of  all  such  insurance.  The  property insurance
certificate shall confirm that the waiver of subrogation required to be obtained
pursuant  to  Section  7.05  is permitted by the insurer. Tenant shall, at least
thirty  (30) days prior to the expiration of any policy of insurance required to
be  maintained  by  Tenant under this Lease, furnish Landlord with an "insurance
binder"  or  other  satisfactory  evidence  of  renewal  thereof.

          (b)  All  policies  required  to be carried by Tenant under this Lease
shall  be  issued  by  and  binding  upon  a reputable insurance company of good
financial  standing  licensed  to  do business in the State of California with a
rating  of  at  least A-VII, or such other rating as may be required by a lender
having  a lien on the Project, as set forth in the most current issue of "Best's
Insurance Reports." Tenant shall not do or permit anything to be done that would
invalidate  the  insurance  policies  referred to in this Article 7. Evidence of
insurance  provided  to  Landlord  shall  include  an  endorsement  showing that
Landlord,  its  representatives and the holders of any deeds of trust, mortgages
or  ground  leases on the Project are included as additional insureds on general
liability  insurance,  and  as loss payees for property insurance, to the extent
required hereunder, and an endorsement whereby the insurer agrees not to cancel,
non-renew or materially alter the policy without at least thirty (30) days prior
written  notice  to Landlord, its representatives and any mortgagee of Landlord.

          (c)  In  the  event that Tenant fails to provide evidence of insurance
required to be provided by Tenant under this Lease, prior to commencement of the
Term,  and thereafter during the Term, within ten (10) days following Landlord's
request  therefor, and thirty (30) days prior to the expiration date of any such
coverage,  Landlord  shall be authorized (but not required), after giving Tenant
two  (2)  business  days advance written notice of Landlord's intention to do so
(which  notice  may  be  included in the ten (10) day notice referenced above in
this  subparagraph  (c)) to procure such coverage in the amounts stated with all
costs  thereof (plus a five percent (5%) administrative fee) to be chargeable to
Tenant  and payable upon written invoice therefor, which amounts shall be deemed
Additional  Rent  hereunder.

          (d)  The  minimum  limits  of  insurance required by this Lease, or as
carried by Tenant, shall not limit the liability of Tenant nor relieve Tenant of
any  obligation  hereunder.

     7.04.     INDEMNITY  AND  EXONERATION.

          (a)  To  the extent not prohibited by law, except to the extent due to
the  gross  negligence or willful misconduct of Landlord, its employees, agents,
contractors  or  invitees,  or  Landlord's  breach  of  this Lease, Landlord and
Landlord's representatives shall not be liable for any loss, injury or damage to
person  or property of Tenant, Tenant's agents, employees, contractors, invitees
or  any  other  person,  whether  caused by theft, fire, act of God, acts of the


                                       34
<PAGE>
public enemy, riot, strike, insurrection, war, court order, requisition or order
of  governmental body or authority or which may arise through repair, alteration
or  maintenance of any part of the Project or failure to make any such repair or
from  any  other  cause  whatsoever,  except  as expressly otherwise provided in
Sections  7.06  and  7.07.  Landlord shall not be liable for any loss, injury or
damage  arising  from any act or omission of any other tenant or occupant of the
Project,  nor  shall  Landlord  be  liable under any circumstances for damage or
inconvenience to Tenant's business or for any loss of income or profit therefrom

          (b)  Tenant  shall  indemnify,  protect,  defend and hold the Project,
Landlord  and  its  representatives,  harmless  of  and from any and all claims,
liability,  costs,  penalties,  fines,  damages,  injury, judgments, forfeiture,
losses  (including  without  limitation  diminution  in  the value of the Leased
Premises)  or expenses (including without limitation attorneys' fees, consultant
fees,  testing  and investigation fees, expert fees and court costs) arising out
of or in any way related to or resulting directly or indirectly from (i) the use
or  occupancy of the Leased Premises, (ii) the activities of Tenant, its agents,
employees,  contractors  or  invitees  in  or  about  the Leased Premises or the
Project (where not covered by Landlord's insurance), (iii) any failure to comply
with  any  applicable law to the extent required hereunder, and (iv) any default
or  breach  by  Tenant in the performance of any obligation of Tenant under this
Lease;  provided,  however, that the foregoing indemnity shall not be applicable
to  claims  to  the  extent due to the gross negligence or willful misconduct of
Landlord,  its  employees, agents, contractors or invitees, or Landlord's breach
of  this  Lease.

          (c)  Tenant  shall  indemnify,  protect,  defend and hold the Project,
Landlord  and  its  representatives,  harmless  of  and from any and all claims,
liability,  costs,  penalties,  fines,  damages,  injury, judgments, forfeiture,
losses  (including  without  limitation  diminution  in  the value of the Leased
Premises)  or expenses (including without limitation attorneys' fees, consultant
fees,  testing  and investigation fees, expert fees and court costs) arising out
of  or  in  any  way related to or resulting directly or indirectly from work or
labor  performed, materials or supplies furnished to or at the request of Tenant
or  in  connection  with obligations incurred by or performance of any work done
for  the  account  of  Tenant  in the Leased Premises or the Project, excluding,
however,  any  work  to  be  performed  by  or  under the direction of Landlord.

          (d)  The  provisions of this Section 7.04 shall survive the expiration
or  sooner  termination  of  this  Lease.  BY SIGNING ITS INITIALS BELOW, TENANT
ACKNOWLEDGES  THAT  IT HAS READ AND UNDERSTANDS THE MEANING AND RAMIFICATIONS OF
THE PROVISIONS SET FORTH IN THIS SECTION 7.04 AND FURTHER ACKNOWLEDGES THAT SUCH
PROVISIONS  WERE  SPECIFICALLY  NEGOTIATED.

________________________

Tenant's  Initials

          (e)  To  the  extent not prohibited by law, Tenant shall not be liable
for  any  loss,  injury  or  damage in or about the Project, nor shall Tenant be
liable for any damage or inconvenience to Landlord or Landlord's business or for
any loss of income or profit therefrom to the extent such loss, injury or damage
arises  from  any  gross  negligence  or  willful  misconduct of Landlord or its
employees,  agents, contractors or invitees, or Landlord's breach of this Lease.


                                       35
<PAGE>
          (f)  To  the  extent  not prohibited by law, Landlord shall indemnify,
protect,  defend  and  hold Tenant and its representatives, harmless of and from
any  and  all  claims,  liability,  costs,  penalties,  fines,  damages, injury,
judgments,  forfeiture,  losses  or  expenses  (including  without  limitation
reasonable  attorneys'  fees,  consultant  fees, testing and investigation fees,
expert  fees and court costs) by reason of (i) any damage or injury occurring on
the Project to the extent that such damage or injury shall be caused by or arise
from  any  gross  negligence  or  willful misconduct by Landlord, its employees,
agents,  contractors  or  invitees,  or  Landlord's  breach  of this Lease, (ii)
Landlord's  failure  to  comply  with  any  governmental  laws,  ordinances  and
regulations applicable to the Project, or (iii) any default or breach beyond the
expiration  of  the  applicable  cure  period  on  the  part  of Landlord in the
performance  of  any  obligation  of  Landlord  to be performed pursuant to this
Lease; provided however, that the foregoing indemnity shall not be applicable to
claims  to  the extent arising by reason of any negligence or willful misconduct
of  Tenant.

     7.05.     WAIVER  OF  SUBROGATION.  Anything  in this Lease to the contrary
notwithstanding,  Landlord and Tenant each waives all rights of recovery, claim,
action  or  cause  of  action against the other, its agents (including partners,
both general and limited), trustees, officers, directors, and employees, for any
loss  or  damage  that  may  occur  to  the Leased Premises, or any improvements
thereto,  or  the  Project  or  any  personal property of such party therein, by
reason  of any cause required to be insured against under this Lease, regardless
of  cause  or  origin,  including negligence of the other party hereto, and each
party  covenants  that, to the fullest extent permitted by law, no insurer shall
hold any right of subrogation against such other party.  Tenant shall advise its
insurers  of  the  foregoing  and  such  waiver  shall  be a part of each policy
maintained  by  Tenant  which  applies  to  the Leased Premises, any part of the
Project  or  Tenant's  use  and  occupancy  of  any  part  thereof.

     7.06.     CONDEMNATION.

          (a) If the Leased Premises are taken under the power of eminent domain
or  sold  under  the  threat  of  the  exercise  of such power (all of which are
referred to herein as "condemnation"), this Lease shall terminate as to the part
so  taken  as  of  the  date the condemning authority takes title or possession,
whichever  first  occurs  (the  "date of taking"). If the Leased Premises or any
portion  of  the Project is taken by condemnation to such an extent as to render
the  Leased  Premises  untenantable  as  reasonably  determined  by  Tenant  and
Landlord,  this  Lease  shall,  at the option of either party to be exercised in
writing  within thirty (30) days after receipt of written notice of such taking,
forthwith  cease  and  terminate as of the date of taking. All proceeds from any
condemnation  of  the  Leased  Premises  shall  belong  and be paid to Landlord,
subject  to the rights of any mortgagee of Landlord's interest in the Project or
the  beneficiary  of any deed of trust which constitutes an encumbrance thereon;
provided that Tenant shall be entitled to any compensation separately awarded to
Tenant  for  Tenant's relocation expenses, loss of business goodwill and loss of
Tenant's  trade  fixtures  and the unamortized value of improvements made to the
Leased Premises at Tenant's expense. If this Lease continues in effect after the
date  of  taking  pursuant  to  the provisions of this Section 7.06(a), Landlord
shall proceed with reasonable diligence to repair, at its expense, the remaining
parts  of  the  Project  and  the  Leased Premises to substantially their former
condition to the extent that the same is feasible (subject to reasonable changes
which  Landlord  shall  deem  desirable)  and so as to constitute a complete and
tenantable


                                       36
<PAGE>
Project  and  Leased  Premises.  Net  Rent shall abate to the extent appropriate
during  the  period  of  restoration, and Net Rent shall thereafter be equitably
adjusted according to the remaining Rentable Area of the Leased Premises and the
Building.

          (b)  In  the  event  of  a temporary taking of all or a portion of the
Leased  Premises  for  the period of ninety (90) days or less, there shall be no
abatement of Rent and Tenant shall remain fully obligated for performance of all
of  the  covenants  and  obligations on its part to be performed pursuant to the
terms  of  this  Lease.  All proceeds awarded or paid with respect thereto shall
belong  to  Tenant.

     7.07.     DAMAGE  OR DESTRUCTION.  In the event of a fire or other casualty
in  the  Leased  Premises,  Tenant  shall  immediately  give  notice  thereof to
Landlord.  The  following  provisions  shall  then  apply:

          (a)  If  the  damage  is limited solely to the Leased Premises and the
      Leased  Premises can, in Landlord's reasonable opinion, be made tenantable
      with  all  damage  repaired  within  twelve  (12)  months from the date of
      damage,  then  Landlord  shall  be  obligated  to  rebuild  the  same  to
      substantially  their  former  condition  to  the  extent  that the same is
      feasible  (subject  to  reasonable  changes  which  Landlord  shall  deem
      desirable and such changes as may be required by applicable law) and shall
      proceed  with reasonable diligence to do so and this Lease shall remain in
      full  force  and  effect.

          (b)  If  portions  of the Project outside the boundaries of the Leased
      Premises  are damaged or destroyed (whether or not the Leased Premises are
      also damaged or destroyed) and the Leased Premises and the Project can, in
      Landlord's  opinion,  both  be  made  tenantable  with all damage repaired
      within six (6) months from the date of damage or destruction, and provided
      that  Landlord  determines that it is economically feasible, then Landlord
      shall  be  obligated  to  rebuild  the  same to substantially their former
      condition  to  the extent that the same is feasible (subject to reasonable
      changes  which  Landlord  shall  deem desirable and such changes as may be
      required by applicable law) and shall proceed with reasonable diligence to
      do  so  and  this  Lease  shall remain in full force and effect; provided,
      however,  that  Landlord shall not terminate this Lease if it rebuilds the
      Project  and/or  the  Leased  Premises.

          (c)  Notwithstanding  anything  to  the contrary contained in Sections
      7.07(a)  or  7.07(b)  above,  Landlord  shall  not  have  any  obligation
      whatsoever  to  repair,  reconstruct  or  restore  the Leased Premises and
      Tenant  shall have the right to terminate this Lease, when any substantial
      damage thereto or to the Project occurs during the last nine (9) months of
      the  Term  and  Tenant has not effectively exercised any option granted to
      Tenant  to  extend  the  Term.  Under  such  circumstances, Landlord shall
      promptly notify Tenant of its decision not to rebuild, whereupon the Lease
      shall  terminate  as  of  the  date  of  such  notice.

          (d)  If  neither  Section  7.07(a) nor 7.07(b) above applies, Landlord
      shall so notify Tenant within sixty (60) days after the date of the damage
      or  destruction  and  either  Tenant  or Landlord may terminate this Lease
      within  thirty  (30)  days after the date of such notice, such termination
      notice to be immediately effective; provided, however, that Landlord shall
      have  the  right  to  elect  to  reconstruct  the  Project  and the Leased
      Premises,


                                       37
<PAGE>
      in  which  event  (i) Landlord shall notify Tenant of such election within
      said  sixty  (60)  day  period and Tenant shall thereupon have no right to
      terminate  this  Lease,  and  (ii)  Landlord shall proceed with reasonable
      diligence  to rebuild the Project and the Leased Premises to substantially
      their former condition to the extent that the same is feasible (subject to
      reasonable changes which Landlord shall reasonably deem desirable and such
      changes  as  may  be  required  by  applicable  law).

          (e)  During  any  period  when  Tenant's use of the Leased Premises is
      significantly  impaired  by damage or destruction, Net Rent shall abate in
      proportion  to  the degree to which Tenant's use of the Leased Premises is
      impaired  until  such  time  as the Leased Premises are made tenantable as
      reasonably  determined  by Landlord. If the Leased Premises are damaged by
      any  peril  and  Landlord  does not terminate the Lease, then Tenant shall
      have  the  option to terminate the Lease if the Leased Premises cannot be,
      or  are  not  in  fact,  substantially restored by Landlord to their prior
      condition  within 180 days after the condemnation or damage, with such 180
      day  period  extended  (up  to 60 additional days) for periods of delay as
      provided  under  Section  9.12 and periods of delays beyond the reasonable
      control  of  Landlord  (including  any  delays  in  obtaining  permits).

          (f)  The  proceeds  from  any insurance paid by reason of damage to or
      destruction  of  the Project or any part thereof insured by Landlord shall
      belong  to and be paid to Landlord, subject to the rights of any mortgagee
      of  Landlord's  interest  in the Project or the beneficiary of any deed of
      trust  which  constitutes  an  encumbrance  thereon.  Tenant  shall  be
      responsible  at  its sole cost and expense for the repair, restoration and
      replacement  of  (i)  its  fixtures,  furnishings,  equipment,  machinery,
      merchandise  and  personal  property  in the Leased Premises, and (ii) its
      alteration,  additions  and  improvements.

          (g)  Landlord's  repair and restoration obligations under this Section
      7.07  shall  not  impair or otherwise affect the rights and obligations of
      the parties set forth elsewhere in this Lease. Subject to Section 7.07(e),
      Landlord shall not be liable for any inconvenience or annoyance to Tenant,
      its  employees,  agents,  contractors  or  invitees, or injury to Tenant's
      business  resulting  in  any  way  from such damage or the repair thereof.
      Landlord  and  Tenant  agree that the terms of this Lease shall govern the
      effect  of  any  damage  to  or  destruction of the Leased Premises or the
      Project with respect to the termination of this Lease and hereby waive the
      provisions  of  any  present  or  future  statute  or  law  to  the extent
      inconsistent  therewith.

     7.08.     DEFAULT  BY  TENANT.

          (a)  Events  Of  Default. The occurrence of any of the following shall
               -------------------
constitute  an  event  of  default  on  the  part  of  Tenant:

                (1)  Abandonment.  Abandonment  of  the  Leased  Premises  for a
                     -----------
          continuous  period  of  sixty  (60)  days;

                (2)  Nonpayment  Of Rent. Failure to pay any installment of Rent
                     -------------------
          due  and  payable  hereunder  on  the  date  when payment is due, such
          failure  continuing


                                       38
<PAGE>
          for  a  period of three (3) business days after written notice of such
          failure;  provided,  however,  that  Landlord shall not be required to
          provide  such  notice  more than two (2) times in a calendar year with
          respect  to non-payment of Net Rent or Additional Rent, the third such
          non-payment  in  a  calendar  year  constituting  default  without
          requirement  of  notice; furthermore, if Tenant shall be served with a
          demand  for  the  payment  of  past  due Rent, any payment(s) tendered
          thereafter  to  cure  any  default  by  Tenant  shall  be made only by
          cashier's  check,  wire-transfer  or  direct  deposit  of  immediately
          available  funds;

                (3)  Other  Obligations.  Failure  to  perform  any  obligation,
                     ------------------
          agreement  or  covenant  under  this  Lease  other  than those matters
          specified  in  Sections  7.08(a)(1)  and  7.08(a)(2),  such  failure
          continuing  for  a  period of thirty (30) days after written notice of
          such  failure  (or  such  longer  period as is reasonably necessary to
          remedy  such default, provided that Tenant commences the remedy within
          such  thirty  (30)-day  period and continuously and diligently pursues
          such  remedy  at  all  times  until  such  default  is  cured);

                (4) General Assignment. Any general arrangement or assignment by
                    ------------------
          Tenant  for  the  benefit  of  creditors;

                (5)  Bankruptcy.  The  filing  of  any  voluntary  petition  in
                     ----------
          bankruptcy by Tenant, or the filing of an involuntary petition against
          Tenant,  which  involuntary petition remains undischarged for a period
          of sixty (60) days. In the event that under applicable law the trustee
          in  bankruptcy  or  Tenant  has  the  right  to  affirm this Lease and
          continue  to perform the obligations of Tenant hereunder, such trustee
          or  Tenant  shall,  within such time period as may be permitted by the
          bankruptcy  court  having  jurisdiction,  cure  all defaults of Tenant
          hereunder  outstanding  as of the date of the affirmance of this Lease
          and  provide  to Landlord such adequate assurances as may be necessary
          to  ensure  Landlord  of  the  continued  performance  of  Tenant's
          obligations  under  this  Lease;

                (6)  Receivership.  The  appointment of a trustee or receiver to
                     ------------
          take  possession of all or substantially all of Tenant's assets or the
          Leased Premises, where possession is not restored to Tenant within ten
          (10)  business  days;

                (7)  Attachment.  The  attachment,  execution  or other judicial
                     ----------
          seizure  of  all or substantially all of Tenant's assets or the Leased
          Premises,  if  such attachment or other seizure remains undismissed or
          undischarged  for  a  period  of ten (10) business days after the levy
          thereof;

                (8)  Insolvency.  The  admission  by  Tenant  in  writing of its
                     ----------
          inability to pay its debts as they become due; the filing by Tenant of
          a  petition  seeking  any  reorganization,  arrangement,  composition,
          readjustment,  liquidation,  dissolution  or  similar relief under any
          present  or future statute, law or regulation; the filing by Tenant of
          an answer admitting or failing timely to contest a material allegation
          of  a  petition  filed  against  Tenant in any such proceeding; or, if
          within  sixty  (60)  days  after  the  commencement  of any proceeding
          against  Tenant  seeking any


                                       39
<PAGE>
          reorganization,  arrangement,  composition, readjustment, liquidation,
          dissolution or similar relief under any present or future statute, law
          or  regulation,  such  proceeding  shall  not  have  been  dismissed;

                (9)  [Intentionally  Deleted.]

                (10)  Partner.  If  Tenant  is a partnership or consists of more
                      -------
          than  one  (1)  person or entity, if any partner of the partnership or
          any  person  or  entity  constituting Tenant is involved in any of the
          events  or  acts  described  in subsections 7.08(a)(4) through (8); or

                (11)  Misrepresentation.  The  discovery  by  Landlord  that any
                      -----------------
          representation, warranty or financial statement intentionally given to
          Landlord by Tenant or any guarantor of Tenant's obligations under this
          Lease  was  materially  false  or  misleading.

          (b)     Remedies  Upon  Default:

                (1)  Termination.  If an event of default occurs, Landlord shall
                     -----------
          have  the  right, with or without notice or demand, immediately (after
          expiration  of  any  applicable  grace  period  specified  herein)  to
          terminate this Lease, and at any time thereafter recover possession of
          the Leased Premises or any part thereof and expel and remove therefrom
          Tenant  and  any other person occupying the same, by any lawful means,
          and again repossess and enjoy the Leased Premises without prejudice to
          any of the remedies that Landlord may have under this Lease, or at law
          or  in  equity  by  reason of Tenant's default or of such termination.

                (2)  Continuation After Default. Even though Tenant has breached
                     --------------------------
          this  Lease  and/or  abandoned  the  Leased Premises, this Lease shall
          continue in effect for so long as Landlord does not terminate Tenant's
          right to possession under subsection 7.08(b)(1) hereof in writing, and
          Landlord  may enforce all of its rights and remedies under this Lease,
          including  (but  without  limitation)  the right to recover Rent as it
          becomes  due,  and  Landlord,  without  terminating  this  Lease,  may
          exercise  all  of  the rights and remedies of a landlord under Section
          1951.4  of the Civil Code of the State of California or any amended or
          successor  code  section. Acts of maintenance or preservation, efforts
          to  relet  the  Leased  Premises or the appointment of a receiver upon
          application  of  Landlord  to  protect  Landlord's interest under this
          Lease  shall not constitute an election to terminate Tenant's right to
          possession.

                (3)  Damages  Upon  Termination.  Should Landlord terminate this
                     --------------------------
          Lease  pursuant  to  the  provisions  of subsection 7.08(b)(1) hereof,
          Landlord shall have all the rights and remedies of a landlord provided
          by  Section  1951.2 of the Civil Code of the State of California. Upon
          such  termination,  in  addition  to  any other rights and remedies to
          which Landlord may be entitled under applicable law, Landlord shall be
          entitled to recover from Tenant: (i) the worth at the time of award of
          the unpaid Rent and other amounts which had been earned at the time of


                                       40
<PAGE>
          termination;  (ii)  the  worth  at  the time of award of the amount by
          which  the  unpaid Rent which would have been earned after termination
          until  the  time  of  award  exceeds the amount of such Rent loss that
          Tenant  proves  could have been reasonably avoided; (iii) the worth at
          the  time  of  award  of  the  amount by which the unpaid Rent for the
          balance of the Term after the time of award exceeds the amount of such
          Rent loss that Tenant proves could be reasonably avoided; and (iv) any
          other  amount  necessary  to compensate Landlord for all the detriment
          proximately  caused  by  Tenant's  failure  to perform its obligations
          under  this Lease or which, in the ordinary course of things, would be
          likely  to  result  therefrom. The "worth at the time of award" of the
          amounts  referred  to  in  clauses (i) and (ii) shall be computed with
          interest  at  the  lesser  of  twelve  percent  (12%) per annum or the
          maximum  rate then allowed by law. The "worth at the time of award" of
          the  amount  referred  to  in  clause  (iii)  shall  be  computed  by
          discounting  such  amount  at the discount rate of the Federal Reserve
          Bank  of San Francisco at the time of the award plus one percent (1%).

                (4) Computation of Rent for Purposes of Default. For purposes of
                    -------------------------------------------
          computing  unpaid  Rent  which  would  have accrued and become payable
          under this Lease pursuant to the provisions of Section 7.08(c), unpaid
          Rent  shall  consist  of  the  sum  of:

                     (i)  the  total Base Rent for the balance of the Term, plus

                     (ii) a computation of Tenant's Proportionate Share of Basic
          Operating Cost for the balance of the Term, the assumed amount for the
          Computation  Year  of  the default and each future Computation Year in
          the  Term  to  be  equal  to  Tenant's  Proportionate  Share  of Basic
          Operating  Cost for the Computation Year immediately prior to the year
          in  which  default occurs, compounded at a per annum rate equal to the
          mean  average  rate  of  inflation for the preceding five (5) calendar
          years  as  determined by the United States Department of Labor, Bureau
          of  Labor  Statistics  Consumer  Price Index (All Urban Consumers, all
          items  (1982-84=100)) for the Metropolitan Area or Region in which the
          Project  is  located.  If  such  Index is discontinued or revised, the
          average  rate  of  inflation  shall  be determined by reference to the
          index  designated  as  the  successor  or  substitute  index  by  the
          government  of  the  United  States.

                (5)  Late  Charge.  If any payment required to be made by Tenant
                     ------------
          under  this  Lease  is  not  received by Landlord within five (5) days
          after  the  same  is  due  (or  following  written  notice if required
          hereunder),  Tenant  shall  pay  to  Landlord  an amount equal to five
          percent (5%) of the delinquency. The parties agree that Landlord would
          incur  costs  not  contemplated  by  this  Lease  by  virtue  of  such
          delinquencies,  including  without  limitation  administrative,
          collection,  processing  and  accounting expenses, the amount of which
          would  be extremely difficult to compute, and the amount stated herein
          represents  a  reasonable  estimate  thereof.  Acceptance of such late
          charge  by  Landlord shall in no event constitute a waiver of Tenant's
          breach  or  default  with  respect  to  such  delinquency,  or prevent
          Landlord  from exercising any of Landlord's other rights and remedies.


                                       41
<PAGE>
                (6)  Interest  on  Past-Due  Obligations.  Except  as  expressly
                     -----------------------------------
          otherwise  provided  in  this  Lease, any Rent due Landlord hereunder,
          other than late charges, which is not received by Landlord on the date
          on which it was due, shall bear interest from the day after it was due
          at  the  lesser of maximum rate then allowed by law, or twelve percent
          (12%)  per  annum,  in  addition  to  the  late charge provided for in
          Section  7.08(e).

                (7) Landlord's Right to Perform. Notwithstanding anything to the
                    ---------------------------
          contrary  set forth elsewhere in this Lease, in the event Tenant fails
          to  perform  any  affirmative  duty or obligation of Tenant under this
          Lease,  then  within  the  periods set forth in Section 7.08(a) hereof
          (and  without  notice in case of an emergency) Landlord may (but shall
          not  be  obligated  to)  perform  such  duty or obligation on Tenant's
          behalf,  including,  without  limitation,  the  obtaining of insurance
          policies  or governmental licenses, permits or approvals. Tenant shall
          reimburse  Landlord upon demand for the costs and expenses of any such
          performance  (including  penalties,  interest  and  attorneys'  fees
          incurred  in connection therewith). Such reasonable costs and expenses
          incurred  by  Landlord  shall  be  deemed  Additional  Rent hereunder.

                (8) Remedies Cumulative. All rights, privileges and elections or
                    -------------------
          remedies of Landlord are cumulative and not alternative with all other
          rights  and  remedies  at  law  or  in  equity  to  the fullest extent
          permitted  by  law.

                                   ARTICLE 8.
                                 OPTION TO RENEW

     8.01.     OPTION  TO  RENEW.

          (a)  Landlord hereby grants to Tenant one (1) option (the "Option") to
extend  the  term  of this Lease for an additional period of five (5) years (the
"Option  Term"),  all  on  the  following  terms  and  conditions:

                (1)  The  Option must be exercised, if at all, by written notice
          irrevocably  exercising  the  Option  ("Option  Notice")  delivered by
          Tenant  to  Landlord  not later than nine (9) months prior to the Term
          Expiration  Date.  Further,  the  Option  shall  not  be  deemed to be
          properly  exercised  if, as of the date of the Option Notice or at the
          Term  Expiration Date, (i) Tenant is in default under this Lease after
          the  delivery  of  any  notice  required  hereunder and passage of any
          applicable  cure  period,  (ii)  Tenant has assigned this Lease or its
          interest  therein  (other  than  an  assignment  for  which Landlord's
          consent  is  not  required), or (iii) Tenant, or Tenant's affiliate or
          subsidiary,  is  in possession of less than fifty percent (50%) of the
          square  footage  of  the Leased Premises. Provided Tenant has properly
          and  timely  exercised  the  Option,  the  term of this Lease shall be
          extended  for  the period of the Option Term, and all terms, covenants
          and conditions of this Lease shall remain unmodified and in full force
          and  effect,  except that the Base Rent shall be modified as set forth
          in  subsection  8.01(a)(2)  below.


                                       42
<PAGE>
                (2)  The  Base  Rent  payable  for  the Option Term shall be the
          then-current  rental rate per rentable square foot (as further defined
          below, "FMRR") being agreed to in new leases by the Landlord and other
          landlords  of  buildings  in the Emeryville, California area which are
          comparable  in  quality,  location  and  prestige  to  the  Building
          ("Comparable  Buildings") and tenants leasing space in the Building or
          Comparable  Buildings.  As  used  herein, "FMRR" shall mean the rental
          rate  per  rentable square foot for which Landlord and other landlords
          are entering into new leases (excluding the value of improvements made
          at  Tenant's  expense)  within  the time period of nine (9) to six (6)
          months  prior  to  the  Term  Expiration  Date  ("Market Determination
          Period"),  with  new  tenants  leasing  from  Landlord  and/or  other
          landlords  office  space  in  the Building and/or Comparable Buildings
          ("Comparative  Transactions").  Landlord  shall  provide  its
          determina-tion  of  the  FMRR  to Tenant within twenty (20) days after
          Landlord  receives  the  Option Notice. Tenant shall have fifteen (15)
          days  ("Tenant's Review Period") after receipt of Landlord's notice of
          the  FMRR  within  which  to  accept such FMRR or to reasonably object
          thereto  in writing. In the event Tenant objects to the FMRR submitted
          by  Landlord,  Landlord  and  Tenant  shall attempt to agree upon such
          FMRR.  If  Landlord  and  Tenant  fail to reach agreement on such FMRR
          within  fifteen  (15)  days  following  Tenant's  Review  Period  (the
          "Outside  Agreement  Date"), then each party shall place in a separate
          sealed  envelope its final proposal as to FMRR and such determina-tion
          shall  be  submitted  to  arbitration  in accordance with subparagraph
          8.01(b)  below.

          (b)  Landlord  and  Tenant  shall meet with each other within five (5)
business  days  of  the Outside Agreement Date and exchange the sealed envelopes
and then open such envelopes in each other's presence. If Landlord and Tenant do
not mutually agree upon the FMRR within one (1) business day of the exchange and
opening  of  envelopes,  then, within ten (10) business days of the exchange and
opening  of  envelopes, Landlord and Tenant shall agree upon and jointly appoint
one  arbitrator  who shall be by profession be a real estate appraiser or broker
who  shall  have been active over the five (5) year period ending on the date of
such  appointment  in  the  leasing  of  comparable commercial properties in the
vicinity  of  the  Building. Neither Landlord nor Tenant shall consult with such
broker  or  appraiser  as  to  his  or  her  opinion  as  to  FMRR  prior to the
appointment.  The  deter-mina-tion of the arbitra-tor shall be limited solely to
the  issue  of whether Landlord's or Tenant's submitted FMRR for the Premises is
the  closer  to  the FMRR for the Leased Premises. Such arbitrator may hold such
hearings  and  require  such  briefs  as  the  arbitrator,  in  his  or her sole
discretion,  determines is necessary. In addition, Landlord or Tenant may submit
to  the  arbitrator with a copy to the other party within five (5) business days
after  the  appoint-ment  of the arbitrator any data and additional informa-tion
that  such  party deems relevant to the determination by the arbitrator ("Data")
and  the other party may submit a reply in writing within five (5) business days
after  receipt  of  such  Data.

                (1)  The arbitrator shall, within thirty (30) days of his or her
          appointment,  reach  a  decision  as  to whether the parties shall use
          Landlord's  or  Tenant's submitted FMRR, and shall notify Landlord and
          Tenant  of  such  determination.


                                       43
<PAGE>
                (2)  The  decision  of  the  arbitrator  shall  be bind-ing upon
          Landlord  and  Tenant.

                (3)  If  Landlord and Tenant fail to agree upon and appoint such
          arbitrator,  then  the appointment of the arbi-trator shall be made by
          the  American  Arbitration  Association.

                (4)  The  cost  of  arbitration shall be paid by the party whose
          submitted  FMRR  is  not  selected  by  the  arbitrator.

                (5)  The  arbitration  proceeding  and  all  evidence  given  or
          discovered  pursuant  thereto shall be maintained in confidence by all
          parties.

          Notwithstanding anything to the contrary contained in this Section, if
the  rent  during  any  extended term is determined by arbitration and if Tenant
does  not, in its sole discretion, approve the rental amount established by such
appraisal,  Tenant  may  rescind  its  exercise of the Option by giving Landlord
written notice of such election to rescind within ten (10) days after receipt of
the  arbitrator's  decision. If Tenant rescinds its exercise of the Option, then
(i)  the  Lease shall terminate, at Landlord's election, either on the date that
is  two hundred seventy (270) days after Tenant's notice of rescission or on the
date  the  Lease would have otherwise terminated absent Tenant's exercise of the
Option;  and  (ii)  Tenant  shall pay all costs and expenses of the arbitration.

                                   ARTICLE 9.
                              MISCELLANEOUS MATTERS

     9.01.     PARKING.  Landlord  agrees  to  provide  Tenant  for  use  by the
employees, agents, customers and invitees of Tenant the number of parking spaces
designated  on the Basic Lease Information sheet on an unreserved and unassigned
basis  on those portions of the Project designated by Landlord for parking.  One
hundred  fifty-three  (153) of the parking spaces shall be free of charge during
the  Term  or  any  extension  thereof (the "Free Parking Spaces").  At any time
before  the  ninetieth  (90th)  day  after  the  Term  Commencement Date for the
Expansion  Premises,  Tenant  may  elect  to lease an additional sixty-four (64)
parking  stalls (Tenant must elect to lease all 64 parking stalls or none of the
parking  stalls;  Tenant may not elect to lease only a portion of the 64 parking
stalls)  at  the rate of fifty-five dollars ($55.00) per month per parking stall
with  annual  increases of three percent (3%) per annum over the prior year.  At
any  time before July 20, 2001, Tenant may elect to lease, for a period from the
date  of  such  election  to  the  end  of the initial Term, up to an additional
forty-six  (46)  parking  stalls  at the rate of fifty-five dollars ($55.00) per
month  per  parking  stall  with  annual  increases  of the lesser of (i) market
increases,  or  (ii)  three  percent (3%) per annum over the prior year.  Tenant
shall  pay Landlord for all of its monthly parking fees at the time Tenant makes
its  regular  payment of Base Rent.  During the Option Term, the monthly parking
fees  (except  for  the  Free  Parking Spaces which shall remain free of charge)
shall  be  the  prevailing  market parking rental rate at such time, with annual
increases  equal  to  the  prevailing annual market increases at such time.  The
parking  spaces  will  not  be  separately identified and Landlord shall have no
obligation  to  monitor  the  use  of  the parking area; provided,  however, the
entrance  to  the Building garage shall be through a card-key system implemented
by  Landlord.  If  a  parking  density  problem occurs during the Term,


                                       44
<PAGE>
Landlord shall address the problem, in its reasonable discretion, which solution
may  include initiating a parking permit system or a reserved parking system and
any  costs  associated  therewith  (including,  without  limitation,  costs  of
patrolling  the  Building garage and/or parking area outside of the Building for
compliance with the parking system) shall constitute a Basic Operating Cost. All
parking  shall  be  subject  to  any  and  all  rules and regulations adopted by
Landlord  in  its  reasonable  discretion from time to time. Only automobiles no
larger  than  full  size  passenger  automobiles  or  pick-up trucks or standard
business use vehicles (which do not require parking spaces larger than full size
passenger  automobiles)  may be parked in the Project parking area. Tenant shall
not  permit  or allow any vehicles that belong to or are controlled by Tenant or
Tenant's  employees,  agents,  customers  or  invitees to be loaded, unloaded or
parked  in  areas other then those designated by Landlord for such activities. A
failure  by  Tenant  or  any  of its employees, agents, customers or invitees to
comply  with  the  foregoing provisions shall afford Landlord the right, but not
the  obligation,  without  notice,  in addition to any other rights and remedies
available  under this Lease, to remove and to tow away the vehicles involved and
to  charge  the  cost to Tenant, which cost shall be immediately due and payable
upon  demand  by  Landlord.

     9.02.  BROKERS.  Landlord  has  been  represented  in  this  transaction by
Landlord's  Broker.  Tenant has been represented in this transaction by Tenant's
Broker. Upon full execution of this Lease by both parties, Landlord shall pay to
(i)  Landlord's  Broker  a  fee  for  brokerage  services rendered by it in this
transaction if provided for in a separate written agreement between Landlord and
Landlord's  Broker,  and  (ii)  Tenant's broker pursuant to Landlord's published
commission  schedule  or,  in  the  event no such schedule exists, pursuant to a
separate  agreement  by and between Landlord and Tenant's broker. Landlord shall
pay  no  brokerage  fees  with respect to the leasing of the Expansion Premises.
Tenant  represents  and warrants to Landlord that the brokers named in the Basic
Lease  Information  sheet are the only agents, brokers, finders or other similar
parties with whom Tenant has had any dealings in connection with the negotiation
of  this  Lease  and  the  consummation  of the transaction contemplated hereby.
Tenant  hereby  agrees  to indemnify, defend and hold Landlord free and harmless
from  and  against liability for compensation or charges which may be claimed by
any other agent, broker, finder or other similar party by reason of any dealings
with  or  actions of Tenant in connection with the negotiation of this Lease and
the  consummation  of  this  transaction,  including  any  costs,  expenses  and
attorneys'  fees  incurred  with  respect  thereto. Tenant hereby agrees to also
indemnify, defend and hold Landlord free and harmless from and against liability
for compensation or charges which may be claimed by any agent, broker, finder or
other  similar  party  by  reason  of  any dealings with or actions of Tenant in
connection  with  the  negotiation  of  the  leasing  of the Expansion Premises,
including any costs, expenses and attorneys' fees incurred with respect thereto.


     9.03.  NO WAIVER. No waiver by either party of the default or breach of any
term,  covenant or condition of this Lease by the other shall be deemed a waiver
of any other term, covenant or condition hereof, or of any subsequent default or
breach  by  the  other  of  the same or of any other term, covenant or condition
hereof.  Landlord's  consent  to, or approval of, any act shall not be deemed to
render  unnecessary  the obtaining of Landlord's consent to, or approval of, any
subsequent or similar act by Tenant, or be construed as the basis of an estoppel
to  enforce  the  provision  or provisions of this Lease requiring such consent.
Regardless  of  Landlord's


                                       45
<PAGE>
knowledge  of  a default or breach at the time of accepting Rent, the acceptance
of  Rent by Landlord shall not be a waiver of any preceding default or breach by
Tenant  of  any  provision  hereof,  other than the failure of Tenant to pay the
particular  Rent  so  accepted.  Any  payment  given  Landlord  by Tenant may be
accepted  by  Landlord  on  account  of  monies  or  damages  due  Landlord,
notwithstanding  any  qualifying  statements  or  conditions  made  by Tenant in
connection therewith, which statements and/or conditions shall be of no force or
effect  whatsoever  unless  specifically  agreed to in writing by Landlord at or
before  the  time  of  deposit  of  such  payment.

     9.04.  RECORDING.  Neither  this  Lease  nor  a memorandum thereof shall be
recorded  without  the  prior  written consent of Landlord, which consent may be
withheld  in  Landlord's  sole  discretion.

     9.05. HOLDING OVER. If Tenant holds over after expiration or termination of
this  Lease,  Tenant  shall  pay for each month of hold-over tenancy one hundred
fifty  percent  (150%) times the Base Rent which Tenant was obligated to pay for
the  month  immediately preceding the end of the Term for each month or any part
thereof  of  any  such hold-over period, together with such other amounts as may
become  due hereunder. No holding over by Tenant after the Term shall operate to
extend  the  Term.  In  the event of any unauthorized holding over, Tenant shall
indemnify,  defend  and  hold  Landlord  harmless  from  and against all claims,
demands,  liabilities,  losses,  costs,  expenses  (including  attorneys' fees),
injury  and  damages  incurred  by  Landlord  as  a  result of Tenant's delay in
vacating  the  Leased  Premises.

     9.06.  TRANSFERS  BY  LANDLORD.  The  term "Landlord" as used in this Lease
shall  mean  the owner(s) at the time in question of the fee title to the Leased
Premises  or,  if  this  is  a  sublease, of the Tenant's interest in the master
lease.  If  Landlord  transfers, in whole or in part, its rights and obligations
under  this  Lease  or  in  the  Project,  upon  its  transferee's assumption of
Landlord's  obligations  hereunder and delivery to such transferee of any unused
Security  Deposit  then  held  by  Landlord, no further liability or obligations
shall thereafter accrue against the transferring or assigning person as Landlord
hereunder.  Subject  to  the foregoing, the obligations and/or covenants in this
Lease to be performed by the Landlord shall be binding only upon the Landlord as
defined  in  this  Section  9.06.

     9.07.  ATTORNEYS' FEES. In the event either party places the enforcement of
this  Lease,  or any part of it, or the collection of any Rent due, or to become
due,  hereunder,  or  recovery  of the possession of the Leased Premises, in the
hands  of  an  attorney, or files suit upon the same, the prevailing party shall
recover  its  reasonable  attorneys'  fees,  costs and expenses, including those
which  may  be  incurred on appeal. Such fees may be awarded in the same suit or
recovered  in a separate suit, whether or not suit is filed or any suit that may
be  filed  is pursued to decision or judgment. The term "prevailing party" shall
include,  without  limitation,  a party who substantially obtains or defeats the
relief  sought, as the case may be, whether by compromise, settlement, judgment,
or  the  abandonment  by the other party of its claim or defense. The attorneys'
fee  award  shall not be computed in accordance with any court fee schedule, but
shall  be  such  as  to fully reimburse all attorneys' fees reasonably incurred.

     9.08.  TERMINATION;  MERGER.  No  act  or  conduct  of Landlord, including,
without  limitation,  the  acceptance  of  keys  to  the  Leased Premises, shall
constitute  an  acceptance  of  the  surrender  of the Leased Premises by Tenant
before  the  scheduled Term Expiration Date. Only a


                                       46
<PAGE>
written  notice  from  Landlord  to  Tenant  shall  constitute acceptance of the
surrender  of  the  Leased  Premises and accomplish a termination of this Lease.
Unless  specifically  stated  otherwise in writing by Landlord, the voluntary or
other  surrender of this Lease by Tenant, the mutual termination or cancellation
hereof,  or  a  termination  hereof  by  Landlord  for  default by Tenant, shall
automatically  terminate  any  sublease or lesser estate in the Leased Premises;
provided,  however,  Landlord  shall,  in  the  event  of  any  such  surrender,
termination  or  cancellation, have the option to continue any one or all of any
existing  subtenancies. Landlord's failure within thirty (30) days following any
such event to make any written election to the contrary by written notice to the
holder of any such lesser interest, shall constitute Landlord's election to have
such  event  constitute  the  termination  of  such  interest.

     9.09. AMENDMENTS; INTERPRETATION. This Lease may not be altered, changed or
amended, except by an instrument in writing signed by the parties in interest at
the  time  of  the  modification. The captions of this Lease are for convenience
only  and  shall  not  be  used  to  define  or  limit  any  of  its provisions.

     9.10.  SEVERABILITY.  If  any  term  or  provision  of  this  Lease, or the
application  thereof  to  any  person  or  circumstances, shall to any extent be
invalid  or  unenforceable,  the  remainder of this Lease, or the application of
such  provision  to  persons or circumstances other than those as to which it is
invalid  or  unenforceable, shall not be affected thereby, and each provision of
this  Lease  shall  be  valid  and  shall  be  enforceable to the fullest extent
permitted  by  law.

     9.11.  NOTICES.  All  notices,  demands,  consents  and approvals which are
required  or  permitted  by  this Lease to be given by either party to the other
shall  be  in  writing  and shall be deemed to have been fully given by personal
delivery  or  by  recognized  overnight courier service or when deposited in the
United States mail, certified or registered, with postage prepaid, and addressed
to the party to be notified at the address for such party specified on the Basic
Lease  Information sheet, or to such other place as the party to be notified may
from  time  to  time  designate  by  at  least  fifteen (15) days' notice to the
notifying  party  given  in  accordance with this Section 9.11, except that upon
Tenant's  taking  possession  of  the Leased Premises, the Leased Premises shall
constitute  Tenant's address for notice purposes. A copy of all notices given to
Landlord  under  this  Lease  shall be concurrently transmitted to such party or
parties  at such addresses as Landlord may from time to time hereafter designate
by  notice  to  Tenant.

          Any  notice  sent  by  registered  or  certified  mail, return receipt
requested,  shall  be  deemed given on the date of delivery shown on the receipt
card,  or  if no delivery date is shown, the postmark thereon. Notices delivered
by  recognized  overnight  courier  shall be deemed given twenty-four (24) hours
after  delivery of the same to the courier. If notice is received on a Saturday,
Sunday  or  legal holiday, it shall be deemed received on the next business day.

     9.12.     FORCE  MAJEURE.  Any  prevention, delay or stoppage of work to be
performed  by  Landlord  or  Tenant  which  is  due  to strikes, labor disputes,
inability  to  obtain  labor,  materials,  equipment  or  reasonable substitutes
therefor,  acts  of  God,  governmental restrictions or regulations or controls,
judicial  orders, enemy or hostile government actions, civil commotion, or other
causes  beyond  the  reasonable  control  of  the  party  obligated  to  perform
hereunder, shall excuse performance of the work by that party for a period equal
to  the duration of that


                                       47
<PAGE>
prevention,  delay  or  stoppage.  Nothing  in this Section 9.12 shall excuse or
delay  Tenant's  obligation  to  pay Rent or other charges due under this Lease.

     9.13.  GUARANTOR.  NONE.

     9.14. SUCCESSORS AND ASSIGNS. This Lease shall be binding upon and inure to
the  benefit  of Landlord, its successors and assigns (subject to the provisions
hereof,  including, without limitation, Section 5.15), and shall be binding upon
and inure to the benefit of Tenant, its successors, and to the extent assignment
or  subletting,  may  be  approved  by  Landlord  hereunder, Tenant's assigns or
subtenants.

     9.15.  FURTHER  ASSURANCES. Landlord and Tenant each agree to promptly sign
all  documents  reasonably  requested  to  give effect to the provisions of this
Lease.

     9.16. INCORPORATION OF PRIOR AGREEMENTS. This Lease, including the exhibits
and  addenda attached to it, contains all agreements of Landlord and Tenant with
respect  to  any  matter referred to herein. No prior agreement or understanding
pertaining  to  such  matters  shall  be  effective.

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

     9.18.  TIME  OF  THE  ESSENCE.  Time  is  of  the essence of each and every
covenant of this Lease. Each and every covenant, agreement or other provision of
this  Lease  on Tenant's part to be performed shall be deemed and construed as a
separate  and  independent  covenant  of  Tenant,  not  dependent  on  any other
provision  of this Lease or on any other covenant or agreement set forth herein.

     9.19.  NO  JOINT  VENTURE.  This  Lease shall not be deemed or construed to
create  or establish any relationship of partnership or joint venture or similar
relationship  or  arrangement  between  Landlord  and  Tenant  hereunder.

     9.20.  AUTHORITY.  If  Tenant is a corporation, trust or general or limited
partnership, each individual executing this Lease on behalf of Tenant represents
and warrants that he or she is duly authorized to execute and deliver this Lease
on Tenant's behalf and that this Lease is binding upon Tenant in accordance with
its  terms.  If  Tenant  is  a  corporation, trust or partnership, Tenant shall,
within  ten  (10)  business  days after request by Landlord, deliver to Landlord
evidence  satisfactory  to  Landlord  of  such  authority.

     9.21.  DECLARATION  OF  COVENANTS,  CONDITIONS  AND  RESTRICTIONS.  Tenant
acknowledges  that  it has received and read any CC&Rs for the Project that have
been  recorded  as of the date hereof, and agrees to comply with and be bound by
all  terms,  conditions  and provisions thereof. Tenant further acknowledges and
agrees  that  a  default  by  Tenant  under the CC&Rs shall constitute a default
hereunder.  All obligations of Landlord hereunder shall be limited to the extent
performance  of  same  is  prohibited,  restricted  or  limited under the CC&Rs.


                                       48
<PAGE>
     9.22.  OFFER. Preparation of this Lease by Landlord or Landlord's agent and
submission  of  same  to Tenant shall not be deemed an offer to lease to Tenant.
This  Lease is not intended to be binding and shall not be effective until fully
executed  by  both  Landlord  and  Tenant.

     9.23.  BUILDING  ACCESS.  Tenant  shall  have access to the Leased Premises
twenty-four  (24)  hours per day, seven (7) days per week. The Building shall be
open  from  7:00  a.m. to 6:00 p.m. Monday through Friday, and from 8:00 a.m. to
1:00  p.m.  Saturday.  Landlord shall provide a cardkey system for access to the
Building  and  the  adjacent  garage  after  such  hours. Landlord shall provide
security  measures  in and around the Building that will include, but may not be
limited  to,  security  cameras  and  roving  security  patrols.

     9.24.   EXHIBITS; ADDENDA. The  following Exhibits and addenda are attached
 to, incorporated in and made a part of this Lease: EXHIBIT A-1 Site Plan of the
                                                    -----------
Building;  EXHIBIT  A-2  Floor  Plan  of the Leased Premises;  EXHIBIT B Initial
           ------------                                        ---------
Improvement  of the Leased Premises (Existing Premises); EXHIBIT B-1 Preliminary
                                                         -----------
Plans;  EXHIBIT B-2 Warm Shell Specifications; EXHIBIT C Confirmation of Term of
        -----------                            ---------
Lease;  EXHIBIT  D  Confidentiality  Agreement;  EXHIBIT  E  Building  Rules and
        ----------                               ----------
Regulations;  EXHIBIT  F  Estimated Budget; and EXHIBIT G Initial Improvement of
              ----------                        ---------
the  Leased  Premises  (Expansion  Premises).

     9.25.  APPROVALS.  Unless  otherwise  specified in this Lease, whenever the
Lease  requires  an  approval,  consent, determination, selection or judgment by
either  Landlord  or Tenant, such approval, consent, determination, selection or
judgment and any conditions imposed thereby shall be reasonable and shall not be
unreasonably  withheld  or  delayed  and,  in  exercising  any  regret or remedy
hereunder,  each  party  shall  at  all  times act reasonably and in good faith.

     9.26.  DEPRECIATION. For all tax purposes, Landlord shall have the right to
depreciate  the  cost of Landlord's Work and the Tenant Improvements (except for
the  cost  of  Tenant  Improvements  in excess of Landlord's Contribution (which
Landlord's Contribution shall include the amount referenced in Paragraph 5(c) of
EXHIBIT  B);  and  Tenant  shall  have  the right to depreciate all Tenant Extra
Improvements  and  all  alterations  to  the Leased Premises paid for by Tenant.


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                                       49
<PAGE>

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

                               "LANDLORD":

                               BEP-EMERYVILLE,  L.P.,
                               a  Delaware  limited  partnership

                               By:     EPI  Investors  103  LLC.,
                                       a California limited liability company
                                       Its:  General  Partner

                                       By:     Ellis  Partners,  Inc.,
                                               a  California  corporation
                                               Its:  Managing  Member



                                       By:     /s/  James F Ellis
                                          ------------------------------------
                                       Name:   James F Ellis
                                            ----------------------------------
                                       Title:  Vice President
                                             ---------------------------------


                               "TENANT":

                               EVOLVE  SOFTWARE,  INC.,
                               a  Delaware  corporation


                               By:     /s/ Doug Sinclair
                                   ---------------------------------
                               Name:   Doug Sinclair
                                    --------------------------------
                               Title:  CFO
                                     -------------------------------




                                       50
<PAGE>
                                   EXHIBIT  A-1


                                [Graphic Omitted]
                                    SITE PLAN
                                     OF THE
                                    BUILDING




                                       1
<PAGE>

                                   EXHIBIT  A-2


                                [Graphic Omitted]

                                   FLOOR  PLAN
                                     OF  THE
                                LEASED  PREMISES




<PAGE>
                                    EXHIBIT  B
                 INITIAL  IMPROVEMENT  OF  THE  LEASED  PREMISES
                               (EXISTING PREMISES)


     1.     Tenant  Improvements.  Landlord  shall  construct  and  install  the
            --------------------
Tenant  Improvements  in  the  Leased Premises, substantially in accordance with
plans,  working  drawings  and  specifications  ("Tenant's  Plans")  prepared by
Landlord's architect, Kava Massih Architects, Inc., in consultation with Tenant.
Tenant's  Plans  shall  include design build mechanical, electrical and plumbing
plans  and specifications.  The costs of preparing Tenant's Plans and performing
the  Tenant  Improvements  shall be allocated between, and paid by, Landlord and
Tenant  as  set forth in this EXHIBIT B.  Landlord shall use its best efforts to
                              ---------
minimize  the  cost  of  preparing  the Tenant's Plans and performing the Tenant
Improvements.

     2.     Tenant's  Plans.
            ---------------

     As  soon  as reasonably possible Tenant and Landlord shall approve Tenant's
Plans.  Landlord  shall  cause Landlord's architect to cause Tenant's Plan's (i)
to  comply  with  all applicable codes, laws, ordinances, rules and regulations,
(ii)  not adversely affect the Building shell or core or any systems, components
or  elements  of  the  Building,  (iii)  be  in  a form sufficient to secure the
approval  of all government authorities with jurisdiction over the Building, and
(iv)  be otherwise satisfactory to Landlord in Landlord's reasonable discretion.
Tenant's  Plans shall be complete plans, working drawings and specifications for
the  layout,  improvement  and finish of the Leased Premises consistent with the
design  and  construction  of  the Building, including mechanical and electrical
drawings  and  decorating  plans,  showing as many of the following as possible:

          (a)  Location  and  type  of  all  partitions;

          (b) Location and type of all doors, with hardware and keying schedule;

          (c)  Ceiling  plans,  including  light  fixtures;

          (d)  Location of telephone equipment room, with all special electrical
      and  cooling  requirements;

          (e)  Location  and type of all electrical outlets, switches, telephone
      outlets,  and  lights;

          (f)  Location  of  all  sprinklers;

          (g)  Location  and  type of all equipment requiring special electrical
      requirements;


                                        1
<PAGE>
          (h)  Location,  weight  per  square  foot and description of any heavy
      equipment  or  filing  system  exceeding fifty (50) pounds per square foot
      live  and  dead  load;

          (i)  Requirements  for  special  air  conditioning  or  ventilation;

          (j)  Type  and  color  of  floor  covering;

          (k)  Location,  type  and  color  of  wall  covering;

          (l)  Location,  type  and  color  of  paint  or  finishes;

          (m)  Location  and  type  of  plumbing;

          (n)  Location  and  type  of  kitchen  equipment;

          (o)  Indicate  critical  dimensions  necessary  for  construction;

          (p)  Details  showing  all  millwork  with  verified  dimensions  and
      dimensions of all equipment to be built in, corridor entrances, bracing or
      support  of  special  walls  or  glass  partitions, and any other items or
      information  requested  by  Landlord;  and

          (q)  Location  of  all  cabling.

     3.     Landlord  shall  cause  to  be prepared, as quickly as possible, the
Tenant's  Plans,  as  well  as  an  estimate  of  the  total  cost of the Tenant
Improvements  ("Cost  Estimate"),  all  of  which  shall conform to or represent
logical evolutions of or developments from the preliminary plans attached hereto
as EXHIBIT B-1 (the "Initial Preliminary Plans").  The parties intend to replace
   -----------
the  Initial Preliminary Plans with a final space plan within sixty (60) days of
execution of this Lease (the "Final Preliminary Plans"); provided, however, that
the  failure  of  the  parties to replace the Initial Preliminary Plans with the
Final  Preliminary Plans shall not affect the enforceability of this Lease.  The
Tenant's  Plans  and Cost Estimate shall be delivered to Tenant immediately upon
completion.  Within  three  (3)  business  days  after  receipt  thereof, at its
election  (a)  Tenant  may  approve the Tenant's Plans and Cost Estimate, or (b)
Tenant  may  deliver to Landlord the specific written changes to such plans that
are  necessary,  in  Tenant's  opinion,  to  conform  such  plans  to  the Final
Preliminary Plans or to reduce costs.  If Tenant desires changes, Landlord shall
not  unreasonably  withhold  its  approval of such changes and the parties shall
confer  and  negotiate  in good faith to reach agreement on modifications to the
Tenant's  Plans  and the Cost Estimate as a consequence of such change.  As soon
as  approved by Landlord and Tenant, Landlord shall submit the Tenant's Plans to
all  appropriate governmental agencies and thereafter the Landlord shall use its
best  efforts  to obtain required governmental approvals as soon as practicable.


                                        2
<PAGE>
     4.     Construction.
            ------------

          (a)  Landlord, at its sole cost and expense and with no deduction from
Landlord's  Contribution  (as  defined below), shall provide the "warm shell" of
the  Leased  Premises  as  further shown on EXHIBIT B-2 (the "Landlord's Work"),
                                            -----------
which  shall  include  the following: (i) windows, side walls and an entry door;
(ii)  the  restroom  core;  (iii)  HVAC  on  the roof, but not distributed; (iv)
insulation;  (v)  line  for  plumbing,  but not distributed; (vi) main sprinkler
lines,  but  not  distributed;  and  (vii)  Common  Areas  servicing  the Leased
Premises.

          (b)  Landlord  shall  complete  the  Landlord's  Work  and  the Tenant
Improvements  in  the  Leased Premises substantially in accordance with Tenant's
Plans and in a good and workmanlike manner and in compliance with all applicable
codes,  laws,  ordinances,  rules and regulations. Landlord shall be entitled to
charge  a  construction  supervision  fee  equal  to the lesser of (i) three and
one-half  percent  (3.5%) of the total costs of the Tenant Improvements, or (ii)
$1.00  per  square  foot  of  the  Rentable  Area  of  the Leased Premises. Such
administration  fee  shall  be  deducted  from Landlord's Contribution. Landlord
shall  pay Landlord's Contribution directly to the Contractor in installments as
the  Tenant  Improvements  are constructed, upon Landlord's receipt of a written
request  for  payment accompanied by written invoices and other written evidence
reasonably satisfactory to Landlord showing the costs incurred, until Landlord's
Contribution  is  exhausted.  Notwithstanding  the foregoing, Landlord's payment
with respect to any invoice submitted by the Contractor shall not exceed a fixed
percentage  of  the amount of such invoice, such fixed percentage to be equal to
the  ratio  of  Landlord's  Contribution  to  the  contract price for the Tenant
Improvements.  Within  ten (10) days of Tenant's receipt from Landlord of a copy
of  a  written  invoice  showing  Tenant's share of such invoice (i.e. the total
amount  of  such  invoice  less  Landlord's share as determined by the preceding
sentence), Tenant shall pay to Landlord the balance of such invoice and Landlord
shall pay to the Contractor the full amount of such invoice. Landlord shall have
no  liability  to  Tenant  if  the Leased Premises are not suitable for Tenant's
occupancy  so  long  as  the  Leased Premises are constructed in accordance with
Tenant's  Plans.  Landlord  represents  and  warrants  that  the entire Landlord
Contribution  shall  be  available  to  Tenant  for its intended use and that no
portion  of  the Landlord Contribution has been previously committed by Landlord
for  items  already  constructed  or  currently being constructed except for the
following:  (i)  sprinkler  distribution  laterals  and  heads  that  have  been
installed,  and  (ii)  telecom conduit and cable that has been extended from the
north  electrical  distribution  room to the south electrical distribution room.

          (c)  Landlord  shall  enter  into  a  construction  contract  (the
"Construction Contract") for the Tenant's Improvements with a general contractor
(the  "Contractor") selected on a competitive bid basis from the following group
of  general  contractors:  (i)  Hillhouse  Construction,  (ii) DPR, (iii) Pankow
Construction,  and  (iv)  at  Tenant's  option, a general contractor proposed by
Tenant  subject  to  Landlord's  reasonable  approval. The Construction Contract
shall  be written on a "guaranteed maximum price" basis (the "Guaranteed Maximum
Price")  and  will be subject to Tenant's prior written approval, which will not
be  unreasonably withheld. The Construction Contract shall require Contractor to
seek  competitive  bids  from subcontractors in each of the major trades, with a
minimum  of  three  bids  where  possible.  Pricing below the guaranteed maximum
amount  shall be based upon the actual hard costs of construction (calculated on
an  open  book  basis)  with  a mark-up for the Contractor's general conditions,


                                        3
<PAGE>
overhead  and  profit  not to exceed the lesser of the mark-up charged for other
tenant  improvements  at  the  Project  or  a  commercially  reasonable mark-up.

          (d)  Notwithstanding  anything  to the contrary in the Lease, Landlord
shall  solely  be responsible for, the cost of the Tenant Improvements shall not
include and the Landlord's Contribution shall not be used for the following: (i)
costs for improvements which are not shown on or described in the final Tenant's
Plans  or  the  general  construction  contract  documents  relating  to  the
Construction  Contract  unless otherwise approved by Tenant; (ii) costs incurred
to  remove Hazardous Materials from the Leased Premises or the surrounding area;
(iii)  attorneys'  fees  incurred in connection with negotiation of construction
contracts  including the Construction Contract; (iv) interest and other costs of
financing construction costs not caused by Tenant's failure to make any payments
required  under  Paragraphs  4  or  5 of this EXHIBIT B; (v) costs incurred as a
                                              ---------
consequence  of  construction  defects  during the course of construction of the
Tenant  Improvements  (provided,  however, that this clause (v) shall not expand
the  scope  of  any  warranty  set forth in this Lease); (vi) costs recovered by
Landlord  on  account of warranties and insurance (and Landlord hereby agrees to
act in a commercially reasonable manner to exercise all rights it has to recover
costs  under  such  warranties  and  insurance);  (vii)  restoration  costs as a
consequence  of  casualties where the restoration costs are in excess of the sum
of insurance proceeds plus any applicable deductibles (with such deductibles not
to  exceed $10,000.00) under the applicable insurance policies; (viii) penalties
and  late  charges  attributable to Landlord's failure to pay construction costs
unless caused by Tenant's failure to make any payments required under Paragraphs
4  or  5  of  this  EXHIBIT B; (ix) costs to bring any item which is part of the
                    ---------
"warm  shell"  set forth on EXHIBIT B-2 into compliance with applicable laws and
                            -----------
restrictions, including, without limitation, the Americans with Disabilities Act
and  environmental  laws; (x) wages, labor and overhead for overtime and premium
time  unless  otherwise  agreed  by  the  parties;  (xi)  offsite  management,
supervision fees or other general overhead costs incurred by Landlord other than
the fee set forth in Paragraph 4(b) of this EXHIBIT B; and (xii) costs exceeding
                                            ---------
those  authorized  pursuant  to  the  terms  of  the  Construction  Contract.

     5.     Landlord's  and  Tenant's  Contributions.
            ----------------------------------------

          (a)  Landlord  shall  pay  for  Landlord's  Work.

          (b)  As  Landlord's contribution for the costs of Tenant Improvements,
Landlord  shall  give  Tenant  an  allowance in the maximum amount of $25.00 per
square  foot  of  Rentable  Area,  which  equals $1,281,525.00 based upon 51,261
rentable square feet ("Landlord's Contribution"). Landlord's Contribution may be
used  only  for  direct  hard  and  soft  costs,  including  construction costs,
architect  fees, and consultant fees; provided, however, that, in the event that
a  portion  of  Landlord's  Contribution  remains  after payment in full for the
Tenant Improvements, such portion shall be a credit against Base Rent. Any costs
of  preparing  Tenant's Plans and constructing the Tenant Improvements in excess
of Landlord's Contribution shall be paid by Tenant and shall constitute Tenant's
Extra  Improvements.

          (c)  In  the  event  that  the  actual cost of the Tenant Improvements
exceeds  $1,281,525.00,  Landlord  shall  make  available  up  to  an additional
$256,305.00  for  the  Tenant  Improvements. Tenant may pay such actual costs in
cash  or may elect to have any portion of


                                        4
<PAGE>
such  amount  amortized  over  the initial lease Term and paid monthly with Base
Rent  along  with interest calculate d at the lesser of the maximum rate allowed
by  law  or  11.5%.

     6.     Changes.  Except  for  minor  and  immaterial  changes,  if  Tenant
            -------
requests  any  change in Tenant's Plans after final approval thereof by Landlord
and  Tenant,  Tenant  shall request such change in a written notice to Landlord.
Each  such  request  shall  be  accompanied  by  proper plans and specifications
prepared  by  Tenant,  at  Tenant's  expense, necessary to show and explain such
change  from  the  previously  approved Tenant's Plans.  All changes in Tenant's
Plans  (except  for  minor and immaterial changes) shall be subject to the prior
written  approval of Landlord which shall be given within five (5) business days
(which  shall  not  be  unreasonably  withheld).

     7.     Other  Work  by Tenant.  All work not within the scope of the normal
            ----------------------
construction  trades  employed  on  the  Building,  such  as  the furnishing and
installing of furniture, telephone equipment, office equipment and wiring, shall
be  furnished  and  installed  by  Tenant  at  Tenant's  expense.

     8.     Requirements  for  Work  Performed by Tenant.  All work performed at
            --------------------------------------------
the  Building  or  in  the  Project  by  Tenant  or  Tenant's  contractor  or
subcontractors  shall  be  subject  to  the  following  additional requirements:

          a. Such work shall not proceed until Landlord has approved in writing:
      (i)  Tenant's contractor, (ii) the amount and coverage of public liability
      and  property  damage  insurance,  with  Landlord  named  as an additional
      insured, carried by Tenant's contractor, (iii) complete and detailed plans
      and  specifications  for  such  work,  and  (iv)  a schedule for the work.

          b.  All  work  shall  be  done  in conformity with a valid permit when
      required,  a copy of which shall be furnished to Landlord before such work
      is  commenced. In any case, all such work shall be performed in accordance
      with  all  applicable  laws.  Notwithstanding  any  failure by Landlord to
      object  to  any  such  work,  Landlord  shall  have  no responsibility for
      Tenant's  failure  to  comply  with  applicable  laws.

          c.  Tenant or Tenant's contractor shall arrange for necessary utility,
      hoisting  and  elevator  service,  on a nonexclusive basis, with Landlord.
      Landlord  shall  have  the  right  to  require  any  necessary movement of
      materials  by  the  elevator  to  be  done  after  regular  working hours.

          d.  Tenant  shall be responsible for cleaning the Leased Premises, the
      Building  and  the  Project and removing all debris in connection with the
      Tenant  Improvements  and  its  other  work.  All  completed work shall be
      subject  to  inspection and acceptance by Landlord. Tenant shall reimburse
      Landlord  for  the  cost of third party supervision of construction of the
      Tenant  Improvements  (which  may  be deducted by Landlord from Landlord's
      Contribution)  upon  demand and for all extra expense incurred by Landlord
      by  reason  of  faulty  work  done  by Tenant or Tenant's contractor or by
      reason  of  inadequate  cleanup by Tenant or Tenant's contractor. Landlord
      will  provide Tenant with copies of


                                        5
<PAGE>
      third  party consultant invoices within five (5) business days of Tenant's
      request  for  such  invoices.

          e.     Tenant shall be responsible for the cost of separately metering
electrical  utilities  to  the  Leased  Premises  (or  such cost may be paid and
deducted  from  Landlord's  Contribution.

     9.     Tenant  Delay.  If  the  completion  of  the  Tenant Improvements is
            -------------
delayed  (i)  at  the request of Tenant, (ii) by Tenant's failure to comply with
the  foregoing  provisions  (including failure to pay any sums payable by Tenant
within  the  time  periods  specified  herein), (iii) by changes in the Tenant's
Plans  ordered  by  Tenant  after  such  Tenant's Plans were already approved by
Landlord  and  Tenant  or  by  extra work ordered by Tenant, (iv) because Tenant
chooses  to  have  additional  work performed by Landlord, or (v) because of any
other  act  or omission of Tenant not within Tenant's specific rights under this
Lease  (collectively,  "Tenant Delay"), then Tenant shall be responsible for all
costs  and  any  expenses  occasioned  by  such  Tenant Delay including, without
limitation,  any  costs  and  expenses  attributable  to  increases  in labor or
materials  (but  only  where such increased costs exceed Landlord's Contribution
under  paragraph 5(b)); and, if such delay actually delays the Term Commencement
Date,  then  Tenant shall pay Lessor the Base Rent for the entire period of such
delay.

     10.     Binding  Arbitration.  Any  dispute ("Dispute") between the parties
             --------------------
with  respect  to  the  Tenant's Plans and/or the Construction Contract shall be
resolved  in  accordance  with  the  following  procedures.   Either  party  may
commence  arbitration  with  respect  to a Dispute by giving notice to the other
party  ("Arbitration  Notice").  Within ten (10) days of the Arbitration Notice,
Landlord and Tenant shall jointly select an arbitrator, or if they are unable to
reach  agreement  on  the  arbitrator,  in  accordance  with  the  then  current
arbitration rules and procedures (the "Rules") of JAMS-Endispute ("JAMS") from a
list  of qualified people maintained by JAMS.  Neither Landlord nor Tenant shall
consult with such arbitrator as to his or her opinion as to the Dispute prior to
the appointment.  The determination of the arbitrator shall be limited solely to
the  Dispute.  The arbitration shall take place in San Francisco, California and
all  expedited  procedures prescribed by the Rules shall apply.  Such arbitrator
may  hold hearings and require such briefs as the arbitrator, in his or her sole
discretion, determines is necessary.  In addition, Landlord or Tenant may submit
to the arbitrator, with a copy to the other party, within five (5) business days
after the appointment of the arbitrator any data and additional information that
such  party  deems relevant to the determination by the arbitrator and the other
party  may submit a reply in writing within five (5) business days after receipt
of  such  data  and  additional  information.  The arbitrator shall conduct such
evidentiary  hearings  as  the  arbitrator  deems  necessary  or  appropriate.

          (a)  The  arbitrator  shall, within twenty-one (21) days of his or her
appointment,  reach  a decision as to the Dispute, and shall notify Landlord and
Tenant  of  such  determination.

          (b)  The decision of the arbitrator shall be binding upon Landlord and
Tenant.

          (c)  If  Landlord and Tenant fail to agree upon other matters relating
to  the  arbitration,  then  the  Rules  shall  govern  such  arbitration.


                                        6
<PAGE>
          (d)  The  cost  of  the arbitration shall be paid by the substantially
unsuccessful  party.

          (e)  The  arbitration  proceeding and all evidence given or discovered
pursuant  thereto  shall  be  maintained  in  confidence  by  all  parties.

          (f)  Judgment upon the award rendered by the arbitrator may be entered
by  either party in any court having jurisdiction, or application may be made to
such  court  for  a judicial recognition of the award or an order of enforcement
thereof,  as  the  case  may  be.


                                        7
<PAGE>
                                   EXHIBIT  C

                       CONFIRMATION  OF  TERM  OF  LEASE


     This  Confirmation  of Term of Lease is made by and between BEP-EMERYVILLE,
L.P.,  a Delaware limited partnership, as Landlord, and, a, as Tenant, who agree
as  follows:

     1.     Landlord and Tenant entered into a Lease dated ____________________,
19_____ (the "Lease"), in which Landlord leased to Tenant and Tenant leased from
Landlord  the  Leased Premises described in the Basic Lease Information sheet of
the  Lease  (the  "Leased  Premises").

     2.     Pursuant  to Section 3.01 of the Lease, Landlord and Tenant agree to
confirm  the  commencement  date and expiration date of the Term of the Lease as
follows:

          a.  _________________________, 20_____, is the Term Commencement Date;

          b.  _________________________,  20_____,  is the Term Expiration Date;

          c.  _________________________,  20_____,  is  the commencement date of
Rent  under  the  Lease.

     3.     Tenant  hereby  confirms  that the Lease is in full force and effect
and:

          a.  It  has  accepted possession of the Leased Premises as provided in
the  Lease;

          b.  The  improvements  and  space required to be furnished by Landlord
              under  the  Lease  have  been  furnished;

          c.  Landlord  has  fulfilled  all  its duties of an inducement nature;

          d.  The  Lease  has  not  been modified, altered or amended, except as
              follows:__________________________________________________________
              ______________________;  and

          e.  There  are  no  setoffs  or  credits  against Rent and no security
              deposit  has  been paid except as expressly provided by the Lease.


                                        1
<PAGE>
     4.     The  provisions of this Confirmation of Term of Lease shall inure to
the  benefit  of,  or  bind,  as  the  case  may  require, the parties and their
respective  successors, subject to the restrictions on assignment and subleasing
contained  in  the  Lease.

     DATED:  _________________________,  20_____


<PAGE>
"LANDLORD":                                "TENANT":

BEP-EMERYVILLE,  L.P.,                     EVOLVE  SOFTWARE,  INC.,
a  Delaware  limited  partnership          a  Delaware  corporation

By:  EPI  Investors  103  LLC,
 a California limited liability company
 Its:  General  Partner                    By:____________________________
                                           Name:__________________________
     By:  Ellis  Partners,  Inc.,          Title:_________________________
          a  California  corporation
          Its:  Managing  Member


        By:____________________________
        Name:__________________________
        Title:_________________________


        By:____________________________
        Name:__________________________
        Title:_________________________



                                        2
<PAGE>
                                    EXHIBIT  D
                            CONFIDENTIALITY  AGREEMENT




<PAGE>
                                    EXHIBIT  E
                         BUILDING  RULES  AND  REGULATIONS

     1.     The  sidewalks,  doorways,  halls,  stairways,  vestibules and other
similar  areas  shall  not be obstructed by Tenant or used by it for any purpose
other  than  ingress  to and egress from the Leased Premises, and for going from
one  part  of  the  Building  to another part.  Corridor doors, when not in use,
shall  be  kept  closed.  Before  leaving  the  Building,  Tenant  shall  make
commercially  reasonable efforts to ensure that all doors to the Leased Premises
are  securely  locked  and  all  water  faucets  and  electricity  are shut off.

     2.     Plumbing  fixtures  shall be used only for their designated purpose,
and no foreign substances of any kind shall be deposited therein.  Damage to any
such  fixtures  resulting  from  misuse  by Tenant or any employee or invitee of
Tenant  shall  be  repaired  at  the  expense  of  Tenant.

     3.     Nails,  screws  and  other attachments to the Building require prior
written  consent  from  Landlord, except for the routine hanging of pictures and
diplomas  or certifications.  Tenant shall not mar or deface the Leased Premises
in any way.  Tenant shall not place anything on or near the glass of any window,
door  or  wall  which  may  appear  unsightly  from outside the Leased Premises.

     4.     All  contractors  and technicians rendering any installation service
to  Tenant  shall  be  subject  to  Landlord's approval and supervision prior to
performing  services.  This  applies  to  all  work  performed  in the Building,
including,  but not limited to, installation of telephones, telegraph equipment,
wiring  of  any  kind,  and  electrical  devices,  as  well as all installations
affecting  floors,  walls,  woodwork,  windows,  ceilings and any other physical
portion  of  the  Building.

     5.     Movement  in  or out of the Building of furniture, office equipment,
safes or other bulky material which requires the use of elevators, stairways, or
the  Building  entrance  and  lobby  shall be restricted to hours established by
Landlord.  All  such movement shall be under Landlord's supervision, and the use
of  an elevator for such movements shall be restricted to the Building's freight
elevator.  Arrangements shall be made at least 24 hours in advance with Landlord
regarding the time, method, and routing of such movements.  Tenant shall pay for
the  services  of  the  employees  of the elevator service company employed when
safes  and  other heavy articles are moved into or from the Building, and Tenant
shall  assume  all  risks  of  damage and pay the cost of repairing or providing
compensation for damage to the Building, to articles moved and injury to persons
or  property  resulting  from  such moves.  Landlord shall not be liable for any
acts  or  damages  resulting  from  any  such  activity.

     6.     Landlord  shall  have the right to limit the weight and size of, and
to  designate  the  location of, all safes and other heavy property brought into
the  Building.

     7.     Tenant  shall  cooperate  with  Landlord  in  maintaining the Leased
Premises.  Tenant  shall  not  employ any person for the purpose of cleaning the
Leased  Premises  other  than the


                                        1
<PAGE>
Building's  cleaning and maintenance personnel. Window, carpet and wall cleaning
shall  be  done only by Landlord's agents at such times and during such hours as
Landlord  shall  elect  but  in  no  event  less  than once per year. Janitorial
services  will  not  be  furnished  on nights when rooms are locked and occupied
after  7:00  P.M.

     8.     Deliveries  of water, soft drinks, newspapers or other such items to
the  Leased  Premises  shall  be restricted to hours established by Landlord and
made  by  use  of  the  freight  elevator  if  Landlord  so  directs.

     9.     Nothing shall be swept or thrown into the corridors, halls, elevator
shafts  or  stairways.  No  birds,  fish or animals of any kind shall be brought
into  or  kept  in, on or about the Leased Premises, with the exception of guide
dogs  where  necessary.

     10.     No  cooking  shall  be  done  in  the  Leased  Premises  except  in
connection  with  a  convenience  lunch  room  for the sole use of employees and
guests  (on  a  non-commercial basis) in a manner which complies with all of the
provisions  of  the  Lease  and  which  does  not  produce  fumes  or  odors.

     11.     Food,  soft  drink  or  other  vending machines shall not be placed
within  the  Leased  Premises  without  Landlord's  prior  written  consent.

     12.     Tenant  shall  not  install  or  operate on the Leased Premises any
electric  heater,  stove  or  similar equipment without Landlord's prior written
consent.  Tenant  shall  not  use  or  keep on the Leased Premises any kerosene,
gasoline,  or  inflammable  or  combustible fluid or material other than limited
quantities  reasonably  necessary  for  the  operation and maintenance of office
equipment  utilized at the Leased Premises.  No explosives shall be brought onto
the  Project  at  any  time.

     13.     Tenant  shall  not waste electricity, water or air conditioning and
agrees  to  reasonably cooperate with Landlord to assure the effective operation
of  the  Building's  heating  and  air  conditioning  and  to  comply  with  any
governmental energy-saving rules, laws or regulations of which Tenant has actual
notice.  Tenant  shall  not tamper with or attempt to adjust temperature control
thermostats  in  the Leased Premises; Landlord shall make reasonable adjustments
in  thermostats  upon  request  from  Tenant.

     14.     The Building air conditioning system is designed for operation only
with  all outside Building windows closed; accordingly, Tenant shall not open or
allow  any  outside  window  to  be  opened  at  any  time.

     15.     Tenant,  its  employees, agents and invitees shall each comply with
all  requirements  necessary for the security of the Leased Premises, including,
if  implemented  by  Landlord,  the use of service passes issued by Landlord for
after-hours movement of office equipment/packages, and the signing of a security
register  in  the  Building  lobby  after hours.  Landlord reserves the right to
refuse  entry  to  the  Building  after  normal  business  hours  to Tenant, its
employees,  agents  or  invitees,  or  any  other  person  without  satisfactory
identification  showing his or her right of access to the Building at such time.
Landlord  shall not be liable for any damages resulting from


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any  error  in  regard  to  any such identification or from such admission to or
exclusion  from  the Building. Landlord shall not be liable to Tenant for losses
due  to theft or burglary, or for damage by unauthorized persons in, on or about
the  Project,  and  Tenant assumes full responsibility for protecting the Leased
Premises  from theft, robbery and pilferage, which includes keeping doors locked
and  other  means  of  entry  closed.

     16.     Landlord  will  furnish  Tenant with one hundred (100) initial keys
for  entrance  doors  into  the  Leased  Premises,  and  may  charge  Tenant for
additional  keys  thereafter.  All  such  keys  shall  remain  the  property  of
Landlord.  No  additional  locks  are allowed on any door of the Leased Premises
without Landlord's prior written consent and Tenant shall not make any duplicate
keys.  Upon  termination  of  this Lease, Tenant shall surrender to Landlord all
keys  to  the Leased Premises, and give to Landlord the combination of all locks
for  safes  and  vault  doors,  if  any,  in  the  Leased  Premises.

     17.     Tenant  shall  not  bring  into  (or permit to be brought into) the
Building  any  bicycle  or  other  type  of  vehicle.

     18.     Landlord  retains  the  right  at  any  time,  without liability to
Tenant,  to  change  the  name  and  street  address  of the Building, except as
otherwise  expressly  provided  in  the Lease with respect to signage; provided,
however,  that after an initial such change, Landlord shall reimburse Tenant its
actual  reasonable  costs  thereof.

     19.     Canvassing,  peddling, soliciting, and distribution of handbills in
or  at  the  Project  are  prohibited and Tenant will cooperate to prevent these
activities.

     20.     The Building hours of operation are 7:00 A.M.  to 6:00 P.M., Monday
through  Friday,  excluding  holidays.  Landlord reserves the right to close and
keep  locked  all  entrance and exit doors of the Building on Saturdays, Sundays
and  legal holidays, and between the hours of 6:00 P.M. of any day and 7:00 A.M.
of the following day, and during such other hours as Landlord may deem advisable
for  the protection of the Building and the tenants thereof.  Card key access to
the  Building  will  be  provided  to  Tenant  during  such  closed  hours.

     21.     The  requirements  of  Tenant  will  be  attended  to  only  upon
application  to  the Project manager.  Employees will not perform any work or do
anything  outside of their regular duties unless under specific instruction from
the  Project  manager.

     22.     Tenant  shall  cooperate  fully with the life safety program of the
Building  as  established  and  administered  by  Landlord.  This  shall include
participation by Tenant and its employees in exit drills, fire inspections, life
safety orientations and other programs relating to fire and life safety that may
be  established  by  Landlord.

     23.     No  smoking  shall  be  permitted  in  the  Building.

     24.     Subject  to  the  provisions  of  this Lease, Landlord reserves the
right  to  rescind  any  of  these  rules  and  regulations  and  to make future
reasonable  rules  and  regulations  required  for  the  safety,  protection and
maintenance  of  the  Project,  the operation and preservation of the good


                                        3
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order thereof, and the protection and comfort of the tenants and their employees
and  visitors.  Such rules and regulations, when made and written notice thereof
given  to  Tenant,  shall  be binding as if originally included herein. Landlord
shall  not be responsible to Tenant for the non-observance or violation of these
rules and regulations by any other tenant of the Building. Landlord reserves the
right  to  exclude  or  expel  from  the  Project  any person who, in Landlord's
judgment,  is under the influence of liquor or drugs, or who shall in any manner
do  any  act  in  violation  of  any  of  these  rules  and  regulations.



                                        4
<PAGE>
                                   EXHIBIT  F

                               ESTIMATED  BUDGET



                                        1
<PAGE>
                                    EXHIBIT G
                INITIAL  IMPROVEMENT  OF  THE  LEASED  PREMISES
                              (EXPANSION  PREMISES)


     1. Tenant Improvements. Tenant shall select a contractor (the "Contractor")
        --------------------
to  construct  and  install  the  Tenant  Improvements  (as  defined below). The
Contractor  must  be  approved  by  Landlord,  which  approval  shall  not  be
unreasonably  withheld.  Landlord  hereby  approves  of  all  of  the  following
contractors: Hillhouse Construction, South Bay Construction, Carli Construction,
DPR, Charles Pankow Builders, Rudolph & Sletten and Webcor. The Contractor shall
construct and install the tenant improvements (the "Tenant Improvements") in the
Leased  Premises,  substantially  in accordance with plans, working drawings and
specifications  ("Tenant's  Plans")  prepared  by  Tenant's  architect  (the
"Architect")  and  the  Tenant's  Plans  shall  be  approved  by Landlord, which
approval shall not be unreasonably withheld. As part of the Tenant Improvements,
Tenant  shall  be  allowed to construct a staircase (the "Staircase") connecting
the Existing Premises with the Expansion Premises, subject to Landlord approval,
which  approval  shall  not  be  unreasonably  withheld.

     2.  Tenant's  Plans.  Tenant  and  Landlord shall mutually approve Tenant's
         ---------------
Plans  in  writing,  each  party's  approval shall not be unreasonably withheld.
Tenant's  Plan's shall comply with all applicable codes, laws, ordinances, rules
and  regulations,  shall  not adversely affect the Building shell or core or any
systems,  components  or elements of the Building, shall be in a form sufficient
to  secure the approval of all government authorities with jurisdiction over the
Building,  and  shall  be  otherwise  satisfactory  to  Landlord  in  Landlord's
reasonable  discretion. Tenant's Plans shall be complete plans, working drawings
and specifications for the layout, improvement and finish of the Leased Premises
consistent  with  the  design  and  construction  of  the  Building,  including
mechanical  and electrical drawings and decorating plans, showing as many of the
following  as  possible:

          (a)  Location  and  type  of  all  partitions;

          (b) Location and type of all doors, with hardware and keying schedule;

          (c)  Ceiling  plans,  including  light  fixtures;

          (d)  Location of telephone equipment room, with all special electrical
      and  cooling  requirements;

          (e)  Location  and type of all electrical outlets, switches, telephone
      outlets,  and  lights;

          (f)  Location  of  all  sprinklers;

          (g)  Location  and  type of all equipment requiring special electrical
      requirements;


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          (h)  Location,  weight  per  square  foot and description of any heavy
      equipment  or  filing  system  exceeding fifty (50) pounds per square foot
      live  and  dead  load;

          (i)  Requirements  for  air  conditioning  or  special  ventilation;

          (j)  Type  and  color  of  floor  covering;

          (k)  Location,  type  and  color  of  wall  covering;

          (l)  Location,  type  and  color  of  paint  or  finishes;

          (m)  Location  and  type  of  plumbing;

          (n)  Location  and  type  of  kitchen  equipment;

          (o)  Indicate  critical  dimensions  necessary  for  construction;

          (p)  Details  showing  all  millwork  with  verified  dimensions  and
      dimensions of all equipment to be built in, corridor entrances, bracing or
      support  of  special  walls  or  glass  partitions, and any other items or
      information  requested  by  Landlord;  and

          (q)  Location  of  all  cabling.

     3.     Landlord's Review.  Landlord's review and approval of Tenant's Plans
            -----------------
shall  not  constitute,  and  Landlord  shall  not  be  deemed to have made, any
representation  or warranty as to the compliance of the Tenant Improvements with
any  laws  or  as  to  the  suitability  of  the  Leased  Premises or the Tenant
Improvements  for  Tenant's  needs.

     4.     Construction.     The  Tenant  Improvements  in  the Leased Premises
            ------------
shall  be  completed  substantially  in  accordance  with  Tenant's Plans by the
Contractor  in  a  good  and  workmanlike  manner.  Subject to Section 5 of this
EXHIBIT  G,  Tenant  shall  promptly  pay when due the entire cost of all of the
----------
Tenant  Improvements (including the cost of all utilities, permits, fees, taxes,
and  property  and  liability  insurance  in  connection  therewith) required by
Tenant's  Plans.  Except  as otherwise expressly provided herein, Landlord shall
have  no liability to Tenant if the Leased Premises is not suitable for Tenant's
occupancy  or if Tenant has not obtained all the necessary permits for Tenant to
occupy  the  Leased  Premises  by  the  rent  commencement  date.

     5.     Landlord's  and  Tenant's Contributions.  Landlord shall not pay for
            ---------------------------------------
costs  of  Tenant  Plans  and  for  any  of the costs of constructing the Tenant
Improvements.  Any  and  all  costs of preparing Tenant's Plans and constructing
the  Tenant  Improvements  shall  be  paid  by  Tenant.

     6.     Changes.  Except  for  minor  and  immaterial  changes,  if  Tenant
            -------
requests  any  change  in  Tenant's Plans, Tenant shall request such change in a
written  notice  to  Landlord.


                                        2
<PAGE>
     7.     Other  Work  by Tenant.  All work not within the scope of the normal
            ----------------------
construction  trades  employed  on  the  Building,  such  as  the furnishing and
installing of furniture, telephone equipment, office equipment and wiring, shall
be  furnished  and  installed  by  Tenant  at  Tenant's  expense.

     8.     Requirements for Work Performed by Tenant.  All other work performed
            -----------------------------------------
at  the  Building  or  in  the  Project  by  Tenant  or  Tenant's  contractor or
subcontractors  shall  be  subject  to  the  following  additional requirements:

          (a)  Such  work  shall  not  proceed  until  Landlord  has approved in
      writing:  (i)  Tenant's contractor, (ii) the amount and coverage of public
      liability  and  property  damage  insurance,  with  Landlord  named  as an
      additional  insured,  carried  by  Tenant's contractor, (iii) complete and
      detailed  plans  and specifications for such work, and (iv) a schedule for
      the  work.

          (b)  All  work  shall  be  done in conformity with a valid permit when
      required,  a copy of which shall be furnished to Landlord before such work
      is  commenced. In any case, all such work shall be performed in accordance
      with  all  applicable  laws.  Notwithstanding  any  failure by Landlord to
      object  to  any  such  work,  Landlord  shall  have  no responsibility for
      Tenant's  failure  to  comply  with  applicable  laws.

          (c) Tenant or Tenant's contractor shall arrange for necessary utility,
      hoisting  and  elevator  service,  on a nonexclusive basis, with Landlord.
      Landlord  shall  have  the  right  to  require  any  necessary movement of
      materials  by  the  elevator  to  be  done  after  regular  working hours.

          (d)  Tenant shall be responsible for cleaning the Leased Premises, the
      Building  and  the  Project and removing all debris in connection with the
      its work. All completed work shall be subject to inspection and acceptance
      by  Landlord.  Tenant  shall  reimburse  Landlord  for  the cost all extra
      expense  incurred  by  Landlord by reason of faulty work done by Tenant or
      Tenant's  contractor  or  by  reason  of  inadequate  cleanup by Tenant or
      Tenant's  contractor.  Landlord  will  provide Tenant with copies of third
      party  consultant  invoices  within  five  (5)  business  days of Tenant's
      request  for  such  invoices.

          (e)  Landlord  shall  not unreasonably withhold, delay or condition to
      any  consent,  approval  or  acceptance  that  is  required  hereunder.


                                        3
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