<PAGE>




                             SHORELINE TECHNOLOGY PARK
                             MOUNTAIN VIEW, CALIFORNIA






                               OFFICE LEASE AGREEMENT

                                      BETWEEN


    EOP-SHORELINE TECHNOLOGY PARK, L.L.C., A DELAWARE LIMITED LIABILITY COMPANY
                                    ("LANDLORD")


                                        AND


             INTRABIOTICS PHARMACEUTICALS, INC., A DELAWARE CORPORATION
                                     ("TENANT")



<PAGE>


                                 TABLE OF CONTENTS

<TABLE>
<S>       <C>                                                              <C>
I.        BASIC LEASE INFORMATION.. . . . . . . . . . . . . . . . . . . . .1

II.       LEASE GRANT.. . . . . . . . . . . . . . . . . . . . . . . . . . .4

III.      POSSESSION. . . . . . . . . . . . . . . . . . . . . . . . . . . .5

IV.       RENT. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .6

V.        COMPLIANCE WITH LAWS; USE.. . . . . . . . . . . . . . . . . . . .10

VI.       SECURITY DEPOSIT. . . . . . . . . . . . . . . . . . . . . . . . .10

VII.      SERVICES. . . . . . . . . . . . . . . . . . . . . . . . . . . . .10

VIII.     LEASEHOLD IMPROVEMENTS. . . . . . . . . . . . . . . . . . . . . .11

IX.       REPAIRS, MAINTENANCE AND ALTERATIONS. . . . . . . . . . . . . . .11

X.        USE OF UTILITY SERVICES BY TENANT.. . . . . . . . . . . . . . . .13

XI.       ENTRY BY LANDLORD.. . . . . . . . . . . . . . . . . . . . . . . .13

XII.      ASSIGNMENT AND SUBLETTING.. . . . . . . . . . . . . . . . . . . .13

XIII.     LIENS.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .15

XIV.      INDEMNITY AND WAIVER OF CLAIMS. . . . . . . . . . . . . . . . . .15

XV.       INSURANCE.. . . . . . . . . . . . . . . . . . . . . . . . . . . .16

XVI.      SUBROGATION.. . . . . . . . . . . . . . . . . . . . . . . . . . .17

XVII.     CASUALTY DAMAGE.. . . . . . . . . . . . . . . . . . . . . . . . .17

XVIII.    CONDEMNATION. . . . . . . . . . . . . . . . . . . . . . . . . . .17

XIX.      EVENTS OF DEFAULT.. . . . . . . . . . . . . . . . . . . . . . . .18

XX.       REMEDIES. . . . . . . . . . . . . . . . . . . . . . . . . . . . .18

XXI.      LIMITATION OF LIABILITY.. . . . . . . . . . . . . . . . . . . . .20

XXII.     NO WAIVER.. . . . . . . . . . . . . . . . . . . . . . . . . . . .20

XXIII.    QUIET ENJOYMENT.. . . . . . . . . . . . . . . . . . . . . . . . .20

XXIV.     RELOCATION. . . . . . . . . . . . . . . . . . . . . . . . . . . .20

XXV.      HOLDING OVER. . . . . . . . . . . . . . . . . . . . . . . . . . .20

XXVI.     SUBORDINATION TO MORTGAGES; ESTOPPEL CERTIFICATE. . . . . . . . .20

XXVII.    ATTORNEYS' FEES.. . . . . . . . . . . . . . . . . . . . . . . . .21

XXVIII.   NOTICE. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .21

XXIX.     EXCEPTED RIGHTS.. . . . . . . . . . . . . . . . . . . . . . . . .21

XXX.      SURRENDER OF PREMISES.. . . . . . . . . . . . . . . . . . . . . .22

XXXI.     MISCELLANEOUS.. . . . . . . . . . . . . . . . . . . . . . . . . .22

XXXII.    ENTIRE AGREEMENT. . . . . . . . . . . . . . . . . . . . . . . . .24

</TABLE>

                                      i
<PAGE>

                               OFFICE LEASE AGREEMENT

          THIS OFFICE LEASE AGREEMENT (the "Lease") is made and entered into
as of the 7th day of February, 2000, by and between EOP-SHORELINE
TECHNOLOGY PARK, L.L.C., A DELAWARE LIMITED LIABILITY COMPANY ("Landlord")
and INTRABIOTICS PHARMACEUTICALS, INC., A DELAWARE CORPORATION ("Tenant").

I.        BASIC LEASE INFORMATION.

          A.     "Buildings" shall collectively mean the buildings in Mountain
                 View, California located at (i) 2021 Stierlin Court
                 ("Building 2") and (ii) 2011 Stierlin Court ("Building 1").

          B.     "Rentable Square Footage of the Buildings" shall collectively
                 be deemed to be 124,032 square feet which consists of
                 (i) 58,176 rentable square feet in Building 2 ("the "Rentable
                 Square Footage of Building 2"); and (ii) 65,856 rentable
                 square feet in Building 1 (the "Rentable Square Footage of
                 Building 1").

          C.     "Premises" shall mean (i) for the period commencing on the
                 Premises 2 Commencement Date (as hereinafter defined) through
                 the day which is immediately prior to the Premises 1
                 Commencement Date (as hereinafter defined), the 58,176
                 rentable square feet in Building 2 ("Building 2 Premises") as
                 shown on EXHIBIT A-1 to this Lease, and (ii) for the period
                 commencing on the Premises 1 Commencement Date through the
                 Termination Date (as hereinafter defined), the Building 2
                 Premises plus the 65,856 rentable square feet in Building 1
                 ("Building 1 Premises") as shown on EXHIBIT A-1 to this Lease.
                 The "Rentable Square Footage of the Premises" for the period
                 commencing on the Premises 2 Commencement Date through the day
                 which is immediately prior to the Premises 1 Commencement Date
                 is deemed to be the Rentable Square Footage of Building 2.
                 The "Rentable Square Footage of the Premises" for the period
                 commencing on the Premises 1 Commencement Date through the
                 Termination Date shall be 124,032 square feet (i.e.
                 collectively, the Rentable Square Footage of Building 2 and
                 the Rentable Square Footage of Building 1).  Landlord and
                 Tenant stipulate and agree that the Rentable Square Footage of
                 the Buildings and the Rentable Square Footage of the Premises
                 are correct and shall not be remeasured.

          D.     "Base Rent":

<TABLE>
<CAPTION>
                 ----------------------------------------------------------------------------------------------------
                                                SCHEDULE OF BASE RENT FOR BUILDING 2
                 ------------------------- --------------------------- ---------------------------- -----------------
                                                  ANNUAL RATE                    ANNUAL                 MONTHLY
                          PERIOD                PER SQUARE FOOT                 BASE RENT              BASE RENT
                 ------------------------- --------------------------- ---------------------------- -----------------
                 <S>                        <C>                         <C>                          <C>
                     5/1/00 - 4/30/01                $36.00                   $2,094,336.00           $174,528.00
                 ------------------------- --------------------------- ---------------------------- -----------------
                     5/1/01 - 4/30/02                $37.20                   $2,164,147.20           $180,345.60
                 ------------------------- --------------------------- ---------------------------- -----------------
                     5/1/02 - 4/30/03                $38.40                   $2,233,958.40           $186,163.20
                 ------------------------- --------------------------- ---------------------------- -----------------
                     5/1/03 - 4/30/04                $39.60                   $2,303,769.60           $191,980.80
                 ------------------------- --------------------------- ---------------------------- -----------------
                     5/1/04 - 4/30/05                $40.80                   $2,373,580.80           $197,798.40
                 ------------------------- --------------------------- ---------------------------- -----------------
                     5/1/05 - 4/30/06                $42.00                   $2,443,392.00           $203,616.00
                 ------------------------- --------------------------- ---------------------------- -----------------
                     5/1/06 - 4/30/07                $43.20                   $2,513,203.20           $209,433.60
                 ------------------------- --------------------------- ---------------------------- -----------------
                     5/1/07 - 4/30/08                $44.40                   $2,583,014.40           $215,251.20
                 ------------------------- --------------------------- ---------------------------- -----------------
                     5/1/08 - 4/30/09                $45.60                   $2,652,825.60           $221,068.80
                 ------------------------- --------------------------- ---------------------------- -----------------
                     5/1/09 - 4/30/10                $46.80                   $2,722,636.80           $226,886.40
                 ------------------------- --------------------------- ---------------------------- -----------------
                     5/1/10 - 4/30/11                $48.00                   $2,792,448.00           $232,704.00
                 ------------------------- --------------------------- ---------------------------- -----------------
</TABLE>
                                               1
<PAGE>

<TABLE>
<CAPTION>
                 ----------------------------------------------------------------------------------------------------
                                                SCHEDULE OF BASE RENT FOR BUILDING 1
                 ------------------------- --------------------------- ---------------------------- -----------------
                                                  ANNUAL RATE                    ANNUAL                 MONTHLY
                          PERIOD                PER SQUARE FOOT                 BASE RENT              BASE RENT
                 ------------------------- --------------------------- ---------------------------- -----------------
                 <S>                        <C>                         <C>                          <C>
                     5/1/01 - 4/30/02                $37.20                   $2,449,843.20           $204,153.60
                 ------------------------- --------------------------- ---------------------------- -----------------
                     5/1/02 - 4/30/03                $38.40                   $2,528,870.40           $210,739.20
                 ------------------------- --------------------------- ---------------------------- -----------------
                     5/1/03 - 4/30/04                $39.60                   $2,607,897.60           $217,324.80
                 ------------------------- --------------------------- ---------------------------- -----------------
                     5/1/04 - 4/30/05                $40.80                   $2,686,924.80           $223,910.40
                 ------------------------- --------------------------- ---------------------------- -----------------
                     5/1/05 - 4/30/06                $42.00                   $2,765,952.00           $230,496.00
                 ------------------------- --------------------------- ---------------------------- -----------------
                     5/1/06 - 4/30/07                $43.20                   $2,844,979.20           $237,081.60
                 ------------------------- --------------------------- ---------------------------- -----------------
                     5/1/07 - 4/30/08                $44.40                   $2,924,006.40           $243,667.20
                 ------------------------- --------------------------- ---------------------------- -----------------
                     5/1/08 - 4/30/09                $45.60                   $3,003,033.60           $250,252.80
                 ------------------------- --------------------------- ---------------------------- -----------------
                     5/1/09 - 4/30/10                $46.80                   $3,082,060.80           $256,838.40
                 ------------------------- --------------------------- ---------------------------- -----------------
                     5/1/10 - 4/30/11                $48.00                   $3,161,088.00           $263,424.00
                 ------------------------- --------------------------- ---------------------------- -----------------

</TABLE>

                 Landlord and Tenant acknowledge that the schedule of Base Rent
                 described above is based on the assumption that the Building 2
                 Term (as hereinafter defined) will commence on May 1, 2000,
                 and that the Building 1 Term (as hereinafter defined) will
                 commence on May 1, 2001.  If the Building 2 Term does not
                 commence on May 1, 2000, and/or if the Building 1 Term does
                 not commence on May 1, 2002, the beginning and ending dates
                 set forth in the above schedule with respect to the payment of
                 any installment(s) of Base Rent shall be appropriately
                 adjusted on a per diem basis and set forth in the Commencement
                 Letter to be prepared by Landlord.  In the event that the Base
                 Rent rate adjusts (up or down) on any day other than the first
                 day of the month, Base Rent for the month on which such
                 adjustment occurs shall be determined based on the number of
                 days in such month for which each particular Base Rent rate is
                 applicable.

                 Notwithstanding the above schedules of Base Rent to the
                 contrary, as long as Tenant is not in default beyond any
                 applicable notice and cure periods, Tenant shall be entitled
                 to (i) an abatement of Base Rent in the amount of
                 (a) $5,817.60 per day for 60 consecutive days of the
                 Building 2 Term commencing on the Building 2 Commencement Date
                 (the "Building 2 Abatement Period") for a total amount of
                 $349,056.00 (the "Building 2 Abated Base Rent") and (b) an
                 abatement of $6,805.12 per day for 60 consecutive days of the
                 Building 1 Term commencing on the Building 1 Commencement Date
                 (the "Building 1 Abatement Period") for a total amount of
                 $408,307.20 (the "Building 1 Abated Base Rent") (the
                 Building 2 Abated Base Rent and the Building 1 Abated Base
                 Rent shall collectively be referred to herein as the "Abated
                 Base Rent"); and (ii) an abatement of 60 consecutive days of
                 Expenses and Taxes (as hereinafter defined) for Building 2
                 during the Building 2 Abatement Period (the "Building 2 Abated
                 Expenses and Taxes") and an abatement of 60 consecutive days
                 of Expenses and Taxes for Building 1 during the Building 1
                 Abatement Period (the "Building 1 Abated Expenses and Taxes")
                 (the Building 2 Abated Expenses and Taxes and the Building 1
                 Abated Expenses and Taxes are collectively referred to herein
                 as the "Abated Expenses and Taxes").  In the event of a
                 monetary or material non-monetary default by Tenant at any
                 time during the Term, an amount equal to the unamortized
                 portion of all Abated Base Rent and Abated Expenses and Taxes
                 which Tenant is entitled to hereunder (as amortized on a
                 straight-line basis over the initial Term of this Lease) shall
                 immediately become due and payable (the "Recoverable Abated
                 Rent").  The payment by Tenant of the Recoverable Abated Rent
                 in the event of a of a monetary or material non-monetary
                 default by Tenant shall not limit or affect any of Landlord's
                 other rights, pursuant to this Lease or at law or in equity.
                 During the Building 2 Abatement Period and the Building 1
                 Abatement Period, only Base Rent and Expenses and Taxes with
                 respect to Building 2 and Building 1, respectively, shall be
                 abated, and all Additional Rent and other costs and charges
                 specified in this Lease shall remain as due and payable
                 pursuant to the provisions of this Lease.  In the event that
                 Tenant substantially completes the Initial Alterations (as
                 defined in EXHIBIT D of this Lease) for Building 2 prior to
                 the last day of the Building 2 Abatement Period, or in the
                 event Tenant substantially completes the Initial Alterations
                 for Building 1 prior to the last day of the Building 1
                 Abatement Period, Tenant shall commence paying Base Rent in
                 accordance with the above Base Rent schedules and Expenses and
                 Taxes in accordance with Article IV of this

                                      2
<PAGE>

                 Lease for Building 2 or Building 1, as the case may be,
                 commencing with the day after the date the Initial
                 Alterations for Building 2 or Building 1, as the case may
                 be, are substantially completed.  For purposes of this
                 paragraph, the applicable Initial Alterations for Building 2
                 or Building 1, as the case may be, shall be deemed
                 substantially completed on the date that, in Landlord's
                 reasonable judgment, all Initial Alterations have been
                 performed, other than any details of construction,
                 mechanical adjustment or any other similar matter, the
                 noncompletion of which does not materially interfere with
                 Tenant's use of Building 2 or Building 1, as the case may be.

          E.     "Tenant's Pro Rata Share":  100%.

          F.     "Term":  The "Building 2 Term" shall commence on May 1, 2000
                 ("Building 2 Commencement Date"), and unless terminated early
                 in accordance with this Lease, shall end on April 30, 2011
                 (the "Termination Date").  The "Building 1 Term" shall
                 commence on May 1, 2001 ("Building 1 Commencement Date"), and
                 unless terminated early in accordance with this Lease, shall
                 end on the Termination Date.  The Building 2 Term and the
                 Building 1 Term are together referred to herein as the "Term".
                 Landlord and Tenant acknowledge that as of the date of this
                 Lease, it is currently anticipated that the Building 2
                 Commencement Date shall be May 1, 2000 and the Building 1
                 Commencement Date shall be May 1, 2001.  In the event the
                 Building 2 Commencement Date is not May 1, 2000 or in the
                 event the Building 1 Commencement Date is not May 1, 2001,
                 Landlord and Tenant shall enter into a commencement letter in
                 the form attached as EXHIBIT C.

          G.     Tenant allowance(s):  $5.00 per rentable square foot of the
                 Premises as more fully described on EXHIBIT D of this Lease.

          H.     "Security Deposit": $1,600,000.00.  The Security Deposit shall
                 be in the form of an irrevocable letter of credit (the "Letter
                 of Credit"), as more fully described in Article VI of this
                 Lease.

          I.     "Guarantor(s)":  None.

          J.     "Broker(s)":  Cornish & Carey Commercial/Oncor International
                 for the Landlord and Vertex Real Estate Group and BT
                 Commercial Real Estate for the Tenant.

          K.     "Permitted Use": Office, research and development,
                 manufacturing, storage and other legal uses as permitted by
                 local zoning laws applicable to the Premises and otherwise
                 permitted by the Governing Documents (as that term is defined
                 in Article XXXI.M. below).

          L.     "Notice Addresses":

                 Tenant:

                 On and after the Commencement Date, notices shall be sent to
                 Tenant at the Premises.  Prior to the Commencement Date,
                 notices shall be sent to Tenant at the following address:

                 1245 Terra Bella Avenue
                 Mountain View, California  94043
                 Attention:  __________________
                 Phone #:  ______________________
                 Fax #:  ________________________

                 With a copy to:

                 Cooley Godward LLP
                 Five Palo Alto Square
                 3000 El Camino Real
                 Palo Alto, California  94306
                 Attention:  Toni Pryor Wise, Esq.

                                      3
<PAGE>

                 If Tenant's attorney listed above fails to receive the copy of
                 the notice of a Tenant default, the validity of the notice
                 served on Tenant shall not be affected thereby.

 Landlord:                             With a copy to:

 EOP-SHORELINE TECHNOLOGY PARK, L.L.C. Equity Office Properties
 c/o Equity Office Properties Trust    Two North Riverside Plaza
 4 Palo Alto Square                    Suite 2200
 3000 El Camino Real, Suite 130        Chicago, Illinois 60606
 Palo Alto, California  94306-2122     Attention: Regional Counsel - Pacific
 Attention:  Building Manager          Region

                 Rent (defined in Section IV.A) is payable to the order of
                 EQUITY OFFICE PROPERTIES at the following address:  EOP
                 OPERATING LIMITED PARTNERSHIP, AS AGENT FOR EOP-SHORELINE
                 TECHNOLOGY PARK, DEPT. #8824, LOS ANGELES, CALIFORNIA
                 90084-8824.

          M.     "Business Day(s)" are Monday through Friday of each week,
                 exclusive of New Year's Day, Memorial Day, Independence Day,
                 Labor Day, Thanksgiving Day and Christmas Day ("Holidays").
                 Landlord may designate additional Holidays, provided that the
                 additional Holidays are commonly recognized by other office
                 buildings in the area where the Buildings are located.

          N.     INTENTIONALY OMITTED.

          O.     "Law(s)" means all applicable statutes, codes, ordinances,
                 orders, rules and regulations of any municipal or governmental
                 entity.

          P.     "Property" means the Buildings and the parcel(s) of land
                 underneath and directly surrounding the Buildings.  At
                 Landlord's option, the definition of "Property" may
                 subsequently be expanded to include the Buildings' parking
                 areas and other improvements serving the Buildings, if any,
                 and the parcel(s) of land on which they are located; provided
                 such additional areas will not then be included as part of the
                 "Common Areas" for purposes of determining Tenant's
                 obligations with respect to the payment of Expenses and Taxes
                 as provided in Article IV below.

          Q.     "Project" shall mean the development located on approximately
                 51.83 acres commonly described as Shoreline Technology Park,
                 which includes the Buildings and the Property, as well as the
                 other buildings and property as outlined on EXHIBIT A-2
                 attached hereto and incorporated herein.

          R.     "Rentable Square Footage of the Project" is deemed to be
                 726,508 rentable square feet.

          S.     "Allocable Share of the Buildings" means (i) for the period
                 commencing on the Premises 2 Commencement Date through the
                 date which is immediately prior to the Premises 1 Commencement
                 Date, 8.008%; and (ii) for the period commencing on the
                 Premises 1 Commencement Date through the end of the Term of
                 this Lease, 17.0724%.

II.       LEASE GRANT.

          Landlord leases the Premises to Tenant and Tenant leases the Premises
from Landlord, together with the right in common with others to use any portions
of the Project that are designated by Landlord for the common use of tenants and
others, such as sidewalks, unreserved parking areas, artificial lakes, walkways,
water amenities, landscaping, plaza, roads, driveways and recreation areas
(collectively, the "Common Areas"), including, but not limited to, that certain
recreational area which is maintained by Landlord in the location and
configuration shown on EXHIBIT A-3 attached hereto.  Notwithstanding the
foregoing to the contrary, Tenant's right to use the Recreational Area shall be
subject to the right of the City of Mountain View ("City") to require that a
portion of the Recreational Area be paved and used for parking purposes at a
time to be determined at the discretion of the City.  The area to be used for
parking purposes is indicated as "Potential Parking Area" on EXHIBIT A-3.  If
the City requires

                                      4
<PAGE>

the parking, Tenant shall have the non-exclusive right to use the parking
spaces created thereby.

III.      POSSESSION.

          A.     INTENTIONALLY OMITTED

          B.     Subject to Landlord's obligations under Section IX.B. and
                 Landlord's obligation to deliver the Premises to Tenant in
                 broom clean condition, the Premises are accepted by Tenant
                 in "as is" condition and configuration. By taking possession
                 of the Premises, Tenant agrees that the Premises are in good
                 order and satisfactory condition, and that there are no
                 representations or warranties by Landlord regarding the
                 condition of the Premises or the Buildings.  Notwithstanding
                 anything to the contrary contained in the Lease, Landlord
                 shall not be obligated to tender possession of any portion
                 of the Premises or other space leased by Tenant from time to
                 time hereunder that, on the date possession is to be
                 delivered, such space is occupied by a tenant or other
                 occupant or that is subject to the rights of any other
                 tenant or occupant, nor shall Landlord have any other
                 obligations to Tenant under this Lease with respect to such
                 space until the date Landlord: (1) recaptures such space
                 from such existing tenant or occupant; and (2) regains the
                 legal right to possession thereof. This Lease shall not be
                 affected by any such failure to deliver possession and
                 Tenant shall have no claim for damages against Landlord as a
                 result thereof, all of which are hereby waived and released
                 by Tenant.  If Landlord is delayed delivering possession of
                 any portion of the Premises or any other space due to the
                 holdover or unlawful possession of such space by any party,
                 Landlord shall use reasonable efforts to obtain possession
                 of the space.  In such event, the Building 2 Commencement
                 Date and/or the Building 1 Commencement Date, as the case
                 may be, shall be postponed until the date Landlord delivers
                 possession of the applicable portion of the Premises to
                 Tenant free from occupancy by any party, and the Termination
                 Date, at the option of Landlord, may be postponed by an
                 equal number of days.  Notwithstanding the foregoing, if the
                 Building 2 Commencement Date does not occur by October 1,
                 2000 (the "Building 2 Outside Completion Date"), or the
                 Building 1 Commencement Date does not occur by October 1,
                 2001 (the "Building 1 Outside Completion Date"), Tenant, as
                 its sole remedy, may terminate this Lease with respect to
                 both Building 2 and Building 1 by giving Landlord written
                 notice of termination on or before the earlier to occur of:
                 (i) 5 Business Days after the Building 2 Outside Completion
                 Date or the Building 1 Outside Completion Date, as the case
                 may be; and (ii) the Building 2 Commencement Date or the
                 Building 1 Commencement Date, as the case may be.  In such
                 event, this Lease shall be deemed null and void and of no
                 further force and effect with respect to Building 2 and
                 Building 1, and Landlord shall promptly refund any prepaid
                 rent and Security Deposit previously advanced by Tenant
                 under this Lease with respect to Building 2 and Building 1
                 (subject to Landlord's right to apply all or a portion of
                 the Security Deposit as provided in Article VI below), and,
                 so long as Tenant has not previously defaulted under any of
                 its obligations under the Work Letter, the parties hereto
                 shall have no further responsibilities or obligations to
                 each other under this Lease (other than any obligations
                 which may have accrued prior to such early termination date
                 under this Lease) with respect to Building 2 and Building 1.
                  Landlord and Tenant acknowledge and agree that:  (i) the
                 determination of the Building 2 Commencement Date and the
                 Building 1 Commencement Date shall take into consideration
                 the effect of any delays by Tenant; and (ii) the Building 2
                 Outside Completion Date and the Building 1 Outside
                 Completion Date shall be postponed by the number of days the
                 Building 2 Commencement Date or the Building 1 Commencement
                 Date, as applicable, is delayed due to events of Force
                 Majeure.  Notwithstanding anything herein to the contrary,
                 if Landlord determines that it will be unable to cause the
                 Building 2 Commencement Date or the Building 1 Commencement
                 Date to occur by the Building 2 Outside Completion Date or
                 the Building 1 Outside Completion Date, as applicable,
                 Landlord shall have the right to provide Tenant with written
                 notice (the "Outside Extension Notice") of such inability,
                 which Outside Extension Notice shall set forth the date on
                 which Landlord reasonably believes that the Building 2
                 Commencement Date or the Building 1 Commencement Date, as
                 applicable, will occur. Upon receipt of the Outside
                 Extension Notice, Tenant shall have the right to terminate
                 this Lease with respect to Building 2 and Building 1 by

                                      5
<PAGE>

                 providing written notice of termination to Landlord within 5
                 Business Days after the date of the Outside Extension
                 Notice.  In the event that Tenant does not terminate this
                 Lease with respect to Building 2 and Building 1 within such
                 5 Business Day period, the Building 2 Outside Completion
                 Date or the Building 1 Outside Completion Date, as
                 applicable, shall automatically be amended to be the date
                 set forth in Landlord's Outside Extension Notice.

          C.     If Tenant takes possession of the Building 2 Premises before
                 the Building 2 Commencement Date, or if Tenant takes
                 possession of the Building 1 Premises before the Building 1
                 Commencement Date, such possession shall be subject to the
                 terms and conditions of this Lease and Tenant shall pay Rent
                 (defined in Section IV.A.) to Landlord for each day of
                 possession before the Building 2 Commencement Date and/or the
                 Building 1 Commencement Date, as the case may be.  However,
                 except for the cost of services requested by Tenant (if any),
                 Tenant shall not be required to pay Rent for any days of
                 possession of the Building 2 Premises before the Building 2
                 Commencement Date and/or any days of possession of the
                 Building 1 Premises before the Building 1 Commencement Date,
                 as the case may be, during which Tenant, with the approval of
                 Landlord, is in possession of the applicable portion of the
                 Premises for the sole purpose of performing improvements or
                 installing improvements, fixtures, furniture, equipment or
                 other personal property.

IV.       RENT.

          A.     PAYMENTS. As consideration for this Lease, Tenant shall pay
                 Landlord, without any setoff or deduction, the total amount of
                 Base Rent and Additional Rent due for the Term. "Additional
                 Rent" means all sums (exclusive of Base Rent) that Tenant is
                 required to pay Landlord hereunder.  Additional Rent and Base
                 Rent are sometimes collectively referred to as "Rent".  Base
                 Rent and recurring monthly charges of Additional Rent shall be
                 due and payable in advance on the first day of each calendar
                 month without notice or demand, provided that the installment
                 of Base Rent for the 3rd full calendar month of the Term shall
                 be payable upon the execution of this Lease by Tenant.  All
                 other items of Rent shall be due and payable by Tenant on or
                 before 30 days after billing by Landlord.  All payments of
                 Rent shall be by good and sufficient check or by other means
                 (such as automatic debit or electronic transfer) acceptable to
                 Landlord.  If Tenant fails to pay any item or installment of
                 Rent when due, Tenant shall pay Landlord an administration fee
                 equal to 5% of the past due Rent, provided that Tenant shall
                 be entitled to a grace period of 5 days for the first 2 late
                 payments of Rent in a given calendar year. If the Term
                 commences on a day other than the first day of a calendar
                 month or terminates on a day other than the last day of a
                 calendar month, the monthly Base Rent and Tenant's Pro Rata
                 Share of Expenses (defined in Section IV.C.) and Taxes
                 (defined in Section IV.D.) for the month shall be prorated
                 based on the number of days in such calendar month.
                 Landlord's acceptance of less than the correct amount of Rent
                 shall be considered a payment on account of the earliest Rent
                 due.  No endorsement or statement on a check or letter
                 accompanying a check or payment shall be considered an accord
                 and satisfaction, and either party may accept the check or
                 payment without prejudice to that party's right to recover the
                 balance or pursue other available remedies.  Tenant's covenant
                 to pay Rent is independent of every other covenant in this
                 Lease.

          B.     PAYMENT OF TENANT'S PRO RATA SHARE OF EXPENSES AND TAXES.
                 Tenant shall pay Tenant's Pro Rata Share of the total amount
                 of Expenses (defined in Section IV.C.) and Taxes (defined in
                 Section IV.D) for each calendar year during the Term. Landlord
                 shall provide Tenant with a good faith estimate of  the total
                 amount of Expenses and Taxes for each calendar year during the
                 Term.  On or before the first day of each month, Tenant shall
                 pay to Landlord a monthly installment equal to one-twelfth of
                 Tenant's Pro Rata Share of Landlord's estimate of the total
                 amount of Expenses and Taxes. If Landlord determines that its
                 good faith estimate was incorrect by a material amount,
                 Landlord may provide Tenant with a revised estimate.  After
                 its receipt of the revised estimate, Tenant's monthly payments
                 shall be based upon the revised estimate.  If Landlord does
                 not provide Tenant with an estimate of the total amount of
                 Expenses and Taxes by January 1 of a calendar year, Tenant
                 shall continue to pay monthly

                                      6
<PAGE>

                 installments based on the previous year's estimate until
                 Landlord provides Tenant with the new estimate.  Upon
                 delivery of the new estimate, an adjustment shall be made
                 for any month for which Tenant paid monthly installments
                 based on the previous year's estimate. Tenant shall pay
                 Landlord the amount of any underpayment within 30 days after
                 receipt of the new estimate.  Any overpayment shall be
                 refunded to Tenant within 30 days or credited against the
                 next due future installment(s) of Additional Rent.

                 As soon as is practical following the end of each calendar
                 year, Landlord shall furnish Tenant with a statement of the
                 actual amount of Expenses and Taxes for the prior calendar
                 year and Tenant's Pro Rata Share of the actual amount of
                 Expenses and Taxes for the prior calendar year.  If the
                 estimated amount of Expenses and Taxes for the prior calendar
                 year is more than the actual amount of Expenses and Taxes for
                 the prior calendar year, Landlord shall apply any overpayment
                 by Tenant against Additional Rent due or next becoming due,
                 provided if the Term expires before the determination of the
                 overpayment, Landlord shall refund any overpayment to Tenant
                 after first deducting the amount of Rent due.  If the
                 estimated amount of Expenses and Taxes for the prior calendar
                 year is less than the actual amount of Expenses and Taxes for
                 such prior year, Tenant shall pay Landlord, within 30 days
                 after its receipt of the statement of Expenses and Taxes, any
                 underpayment for the prior calendar year.  Any overpayment or
                 underpayment of Taxes relating to the year in which this Lease
                 terminates shall be treated in a similar manner.  The
                 provisions of this subsection shall survive the termination of
                 this Lease.

          C.     EXPENSES DEFINED.  "Expenses" means the sum of (y) 100% of all
                 direct and indirect costs and expenses incurred in each
                 calendar year in connection with operating, maintaining,
                 repairing, managing and owning the Premises, the Building(s)
                 in which the Premises is located and the Property, and (z) the
                 Allocable Share of the Building(s) of the direct and indirect
                 costs of operating and maintaining the Common Areas of the
                 Project (including, but not limited to, the parking
                 structure(s) or parking lot(s) predominantly serving the
                 Building(s) in which the Premises are located, unless the same
                 are included by Landlord as part of the "Property"), the
                 Allocable Share of the Building(s) of all costs, fees,
                 expenses or other amounts payable by Landlord to the
                 Association (as defined in Article XXXI.M. below), if any, and
                 the Allocable Share of the Building(s) of all fees payable to
                 the company or the Association, if applicable, managing the
                 parking areas within the Project, including, without
                 limitation, the following:

                 1.   Labor costs, including, wages, salaries, social security
                      and employment taxes, medical and other types of
                      insurance, uniforms, training, and retirement and pension
                      plans.

                 2.   Management fees, the cost of equipping and maintaining a
                      management office, accounting and bookkeeping services,
                      legal fees not attributable to leasing or collection
                      activity, and other administrative costs.  Landlord, by
                      itself or through an affiliate, shall have the right to
                      directly perform or provide any services under this Lease
                      (including management services), provided that the cost
                      of any such services shall not exceed the cost that would
                      have been incurred had Landlord entered into an
                      arms-length contract for such services with an
                      unaffiliated entity of comparable skill and experience.

                 3.   The cost of services, including amounts paid to service
                      providers and the rental and purchase cost of parts,
                      supplies, tools and equipment.

                 4.   Premiums and deductibles paid by Landlord for insurance,
                      including workers compensation, fire and extended
                      coverage, earthquake, general liability, rental loss,
                      elevator, boiler and other insurance customarily carried
                      from time to time by owners of comparable buildings.

                 5.   Electrical Costs (defined below) and charges for water,
                      gas, steam and sewer applicable to the Common Areas.
                      "Electrical Costs" means:  (a) charges paid by Landlord
                      for electricity; (b) costs incurred in connection with an
                      energy management program for the Common Areas

                                      7
<PAGE>

                      of the Project; and (c) if and to the extent permitted
                      by Law, a fee for the services provided by Landlord in
                      connection with the selection of utility companies and
                      the negotiation and administration of contracts for
                      electricity, provided that such fee shall not exceed
                      50% of any savings obtained by Landlord.

                 6.   The amortized cost of capital improvements (as
                      distinguished from replacement parts or components
                      installed in the ordinary course of business) made to the
                      Property and the Common Areas which are:  (a) performed
                      primarily to reduce operating expense costs or otherwise
                      improve the operating efficiency of the Property and the
                      Common Areas; or (b) required to comply with any Laws
                      that are enacted, or first interpreted to apply to the
                      Property and the Common Areas, after the date of this
                      Lease.  The cost of capital improvements shall be
                      amortized by Landlord over the lesser of the Payback
                      Period (defined below) or 10 years.  The amortized cost
                      of capital improvements may,  at Landlord's option,
                      include actual or imputed interest at the rate that
                      Landlord would reasonably be required to pay to finance
                      the cost of the capital improvement.  "Payback Period"
                      means the reasonably estimated period of time that it
                      takes for the cost savings resulting from a capital
                      improvement to equal the total cost of the capital
                      improvement.

                 If Landlord incurs Expenses for the Project together with one
                 or more other buildings or properties, whether pursuant to a
                 reciprocal easement agreement, common area agreement or
                 otherwise, the shared costs and expenses shall be equitably
                 prorated and apportioned between the Project and the other
                 buildings or properties.  Expenses shall not include: the cost
                 of capital improvements (except as set forth above);
                 depreciation; interest (except as provided above for the
                 amortization of capital improvements); principal payments of
                 mortgage or ground leases and other non-operating debts of
                 Landlord; the cost of repairs or other work to the extent
                 Landlord is reimbursed by insurance or condemnation proceeds;
                 costs in connection with leasing space in the Buildings or
                 other buildings in the Project, including brokerage
                 commissions; lease concessions, including rental abatements
                 and construction allowances, granted to specific tenants;
                 costs incurred in connection with the sale, financing or
                 refinancing of the Buildings; fines, interest and penalties
                 incurred due to the late payment of Taxes (defined in
                 Section IV.D) or Expenses or otherwise in connection with
                 operation of the Buildings or the Project; organizational
                 expenses associated with the creation and operation of the
                 entity which constitutes Landlord; or any penalties or damages
                 that Landlord pays to Tenant under this Lease or to other
                 tenants in the Buildings under their respective leases.

          D.     TAXES DEFINED.  "Taxes" shall mean:  (1) all real estate taxes
                 and other assessments on the Buildings and/or Property,
                 including, but not limited to, assessments for special
                 improvement districts and building improvement districts,
                 taxes and assessments levied in substitution or
                 supplementation in whole or in part of any such taxes and
                 assessments and the Buildings' and the Property's share of any
                 real estate taxes and assessments under any reciprocal
                 easement agreement, common area agreement or similar agreement
                 as to the Property or the Buildings; (2) all personal property
                 taxes for property that is owned by Landlord and used in
                 connection with the operation, maintenance and repair of the
                 Property and the Buildings; (3) all costs and fees incurred in
                 connection with seeking reductions in any tax liabilities
                 described in (1) and (2), including, without limitation, any
                 costs incurred by Landlord for compliance, review and appeal
                 of tax liabilities; and (4) the Allocable Share of the
                 Building(s) of (i) all real estate taxes and other assessments
                 of the Common Areas of the Project, including but not limited
                 to assessments for special improvement districts and building
                 improvement districts, taxes and assessments levied in
                 substitution or supplementation in whole or in part of any
                 such taxes and assessments and any real estate taxes and
                 assessments under any reciprocal easement agreement, common
                 area agreement or similar agreement as to the Common Areas,
                 (ii) all personal property taxes for property that is owned by
                 Landlord and used in connection with the operation,
                 maintenance and repair of the Common Areas, and (iii) all
                 costs and fees incurred in connection with seeking reductions
                 in any tax liabilities described in (i) and (ii) above,
                 including, without limitation, any costs

                                      8
<PAGE>

                 incurred by Landlord for compliance, review and appeal of
                 tax liabilities. Without limitation, Taxes shall not include
                 any income, capital levy, franchise, capital stock, gift,
                 estate or inheritance tax, or tax on Landlord's income from
                 all sources. However, Tenant shall pay and be liable for all
                 rental, sales and use taxes, if any, imposed upon or
                 measured by Rent under applicable Law.  If an assessment is
                 payable in installments, Taxes for the year shall include
                 the amount of the installment and any interest due and
                 payable during that year.  For all other real estate taxes,
                 Taxes for that year shall, at Landlord's election, include
                 either the amount accrued, assessed or otherwise imposed for
                 the year or the amount due and payable for that year,
                 provided that Landlord's election shall be applied
                 consistently throughout the Term.  If a change in Taxes is
                 obtained for any year of the Term, then Taxes for that year
                 will be retroactively adjusted and Landlord shall provide
                 Tenant with a credit, if any, based on the adjustment.

                 Tenant shall be responsible for, and shall pay prior to
                 delinquency, taxes or governmental service fees, possessory
                 interest taxes, fees or charges in lieu of any such taxes,
                 capital levies, or other charges imposed upon, levied with
                 respect to, or assessed against, its personal property, and
                 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 prior to the delinquency of such taxes.  In the event
                 that the tenant improvements in the Buildings which correspond
                 to the Initial Alterations, as defined in this Lease, are
                 assessed and taxed separately by the applicable taxing
                 authority, then Tenant shall be liable and shall pay that
                 portion of the Taxes applicable to the value of the Initial
                 Alterations in the Premises based on the value attributed
                 thereto by the applicable taxing authority to either (a) the
                 applicable taxing authority prior to the delinquency of such
                 taxes in the event Tenant is billed directly by such taxing
                 authority, or (b) the Landlord within 30 days after written
                 demand, in the event Landlord is billed directly by the
                 applicable taxing authority.

          E.     AUDIT RIGHTS.  Tenant may, within 90 days after receiving
                 Landlord's statement of Expenses, give Landlord written notice
                 ("Review Notice") that Tenant intends to review Landlord's
                 records of the Expenses for that calendar year.  Within a
                 reasonable time after receipt of the Review Notice, Landlord
                 shall make all pertinent records available for inspection that
                 are reasonably necessary for Tenant to conduct its review.  If
                 any records are maintained at a location other than the office
                 of the Project, Tenant may either inspect the records at such
                 other location or pay for the reasonable cost of copying and
                 shipping the records.  If Tenant retains an agent to review
                 Landlord's records, the agent must be with a licensed CPA
                 firm.  Tenant shall be solely responsible for all costs,
                 expenses and fees incurred for the audit.  Within 60 days
                 after the records are made available to Tenant, Tenant shall
                 have the right to give Landlord written notice (an "Objection
                 Notice") stating in reasonable detail any objection to
                 Landlord's statement of Expenses for that year.  If Tenant
                 fails to give Landlord an Objection Notice within the 60 day
                 period or fails to provide Landlord with a Review Notice
                 within the 90 day period described above, Tenant shall be
                 deemed to have approved Landlord's statement of Expenses and
                 shall be barred from raising any claims regarding the Expenses
                 for that year.  If Tenant provides Landlord with a timely
                 Objection Notice, Landlord and Tenant shall work together in
                 good faith to resolve any issues raised in Tenant's Objection
                 Notice.  If Expenses for the calendar year are less than
                 reported, Landlord shall provide Tenant with a credit against
                 the next installment of Rent in the amount of the overpayment
                 by Tenant.  Likewise, if Expenses for the calendar year are
                 greater than reported, Tenant shall pay Landlord the amount of
                 any underpayment within 30 days.  The records obtained by
                 Tenant shall be treated as confidential.  In addition, if
                 Expenses for the Building for the year in question were less
                 than stated by more than 10%, Landlord, within 30 days after
                 its receipt of paid invoices therefor from Tenant, shall
                 reimburse Tenant for any reasonable amounts paid by Tenant to
                 third parties in connection with such review by Tenant.  In no
                 event shall Tenant be permitted to examine Landlord's records
                 or to dispute any statement of Expenses unless Tenant has paid
                 and continues to pay all Rent when due.

                                      9
<PAGE>

V.        COMPLIANCE WITH LAWS; USE.

          The Premises shall be used only for the Permitted Use and for no other
use whatsoever.  Tenant shall not use or permit the use of the Premises for any
purpose which is illegal, dangerous to persons or property or which, in
Landlord's reasonable opinion, unreasonably disturbs any other tenants of the
Project or interferes with the operation of the Buildings or the Project.
Tenant shall comply with all Laws, including the Americans with Disabilities
Act, regarding the operation of Tenant's business and the use, condition,
configuration and occupancy of the Premises.  Tenant, within 10 days after
receipt, shall provide Landlord with copies of any notices it receives regarding
a violation or alleged violation of any Laws relating to its use of the
Premises.  Tenant shall comply with the rules and regulations of the Project
attached as EXHIBIT B and such other reasonable, nondiscriminatory rules and
regulations adopted by Landlord from time to time.  Tenant shall also cause its
agents, contractors, subcontractors, employees, customers, and subtenants to
comply with all rules and regulations.  Landlord shall not knowingly
discriminate against Tenant in Landlord's enforcement of the rules and
regulations.  In the event of a conflict between any rules and regulations
enacted after the date hereof and the Lease, this Lease shall control.

VI.       SECURITY DEPOSIT.

          The Security Deposit shall be in the form of 2 irrevocable letters of
credit (the "Letters of Credit") which shall:  (a) be in the amounts of
$1,000,000.00 and $600,000.00, respectively; (b) be issued on the form attached
hereto as EXHIBIT G; (c) name Landlord as its beneficiary; (d) be drawn on an
FDIC insured financial institution reasonably satisfactory to Landlord; and
(e) be annually renewable so as to expire no earlier than 60 days after the
Termination Date of this Lease.  The Security Deposit shall be delivered to
Landlord in the form of 2 Letters of Credit, the first of which shall be in the
amount of $1,000,000.00 and shall be delivered to Landlord upon the execution of
this Lease by Tenant, and the second of which shall be in the amount of
$600,000.00 and shall be delivered to Landlord on the Building 1 Commencement
Date.  The Security Deposit shall be held by Landlord without liability for
interest (unless required by Law) as security for the performance of Tenant's
obligations.  The Security Deposit is not an advance payment of Rent or a
measure of Tenant's liability for damages.  Landlord may, from time to time,
without prejudice to any other remedy, use all or a portion of the Security
Deposit to satisfy past due Rent or to cure any uncured default by Tenant.  If
Landlord uses the Security Deposit, Tenant shall on demand restore the Security
Deposit to its original amount. Landlord shall return any unapplied portion of
the Security Deposit to Tenant on the later to occur of (1) 45 days after the
date Tenant surrenders possession of the Premises to Landlord in accordance with
this Lease; or (2) 45 days after the Termination Date.  If Landlord transfers
its interest in the Premises, Landlord may assign the Security Deposit to the
transferee and, following the assignment, Landlord shall have no further
liability for the return of the Security Deposit. Landlord shall not be required
to keep the Security Deposit separate from its other accounts.

VII.      SERVICES.

          A.     Tenant will be responsible, at its sole cost and expense, for
                 the furnishing of all services and utilities to the Premises,
                 including, but not limited to, heating, ventilation and air-
                 conditioning, electricity, water, light, power, trash pick-up,
                 sewer charges, telephone, janitorial and interior building
                 security services and all other utility services supplied to
                 the Premises, and all taxes and surcharges thereon.  Landlord
                 agrees to maintain and repair the Property as described in
                 Article IX.B.

          B.     Any interruption or termination of services due to the
                 application of Laws, the failure of any equipment, the
                 performance of repairs, improvements or alterations, or the
                 occurrence of any other event (a "Service Failure") shall not
                 render Landlord liable to Tenant, constitute a constructive
                 eviction of Tenant, give rise to an abatement of Rent, nor
                 relieve Tenant from the obligation to fulfill any covenant or
                 agreement.  Furthermore, in no event shall Landlord be liable
                 to Tenant for any loss or damage, including the theft of
                 Tenant's Property (defined in Article XV), arising out of or
                 in connection with the failure of any security services,
                 personnel or equipment.

                                      10
<PAGE>

VIII.     LEASEHOLD IMPROVEMENTS.

          All improvements to the Premises (collectively, "Leasehold
Improvements") shall be owned by Landlord and shall remain upon the Premises
without compensation to Tenant.  Leasehold Improvements shall not include
Tenant's trade fixtures or any of the items listed on EXHIBIT H, which items
shall at all times be owned by Tenant.  Leasehold Improvements shall not include
Tenant's trade fixtures or any of the items listed on EXHIBIT H, which items
shall at all times be owned by Tenant.  However, Landlord, by written notice to
Tenant within 30 days prior to the Termination Date, may require Tenant to
remove, at Tenant's expense:  (1) Cable (defined in Section IX.A) installed by
or for the exclusive benefit of Tenant and located in the Premises or other
portions of the Project; and (2) any Leasehold Improvements that are performed
by or for the benefit of Tenant and, in Landlord's reasonable judgment, are of a
nature that would require removal and repair costs that are materially in excess
of the removal and repair costs associated with standard improvements to
buildings of this kind (collectively referred to as "Required Removables").
Without limitation, it is agreed that Required Removables include internal
stairways, raised floors, personal baths and showers, vaults, rolling file
systems and structural alterations and modifications of any type.  The Required
Removables designated by Landlord shall be removed by Tenant before the
Termination Date, provided that upon prior written notice to Landlord, Tenant
may remain in the Premises for up to 15 days after the Termination Date for the
sole purpose of removing the Required Removables.  Tenant's possession of the
Premises shall be subject to all of the terms and conditions of this Lease,
including the obligation to pay Rent on a per diem basis at the rate in effect
for the last month of the Term.  Tenant shall repair damage caused by the
installation or removal of Required Removables.  If Tenant fails to remove any
Required Removables or perform related repairs in a timely manner, Landlord, at
Tenant's expense, may remove and dispose of the Required Removables and perform
the required repairs.  Tenant, within 30 days after receipt of an invoice, shall
reimburse Landlord for the reasonable costs incurred by Landlord.
Notwithstanding the foregoing, Tenant, at the time it requests approval for a
proposed Alteration (defined in Section IX.C) or the Initial Alterations
(defined in EXHIBIT D), may request in writing that Landlord advise Tenant
whether the Alteration or the Initial Alterations, or any portion of the
Alteration or the Initial Alterations, will be designated as a Required
Removable.  Within 10 days after receipt of Tenant's request, Landlord shall
advise Tenant in writing as to which portions of the Alteration or the Initial
Alterations, if any, will be considered to be Required Removables.

IX.       REPAIRS, MAINTENANCE AND ALTERATIONS.

          A.     TENANT'S REPAIR AND MAINTENANCE OBLIGATIONS.  Tenant shall, at
                 its sole cost and expense, promptly perform all maintenance
                 and repairs to the Premises that are not Landlord's express
                 responsibility under this Lease, and shall keep the Premises
                 (interior and exterior) in good condition and repair
                 (including the replacement of any applicable improvements and
                 appurtenances when necessary), reasonable wear and tear
                 excepted. Tenant's repair and replacement obligations include,
                 without limitation, repairs to and replacements of: (1) floor
                 covering; (2) interior partitions; (3) doors; (4) walls and
                 wall coverings; (5) electronic, phone and data cabling and
                 related equipment (collectively, "Cable") that is installed by
                 or for the exclusive benefit of Tenant and located in the
                 Premises or other portions of the Project; (6) supplemental
                 air conditioning units, private showers and kitchens,
                 including hot water heaters, and similar facilities;
                 (7) mechanical (including HVAC), plumbing fixtures, sewer
                 connections (within the Buildings), wiring, electrical,
                 lighting, and fire, life safety equipment and systems serving
                 the Buildings and the Premises; (8) windows, glass and plate
                 glass; (9) ceilings; (10) roof membrane, roof screens and roof
                 screen penetrators; (11) skylights; (12) fixtures and
                 equipment; and (13) Alterations performed by contractors
                 retained by Tenant, including related HVAC balancing.  All
                 work shall be performed in accordance with the rules and
                 procedures described in Section IX.C. below.  In addition,
                 Tenant shall, at its sole cost and expense, provide janitorial
                 service to the Premises in a manner consistent with other
                 similar projects in the Mountain View, California area.  The
                 janitorial service to be provided by Tenant shall include, but
                 not be limited to, the obligation to clean the exterior
                 windows (no more frequently than two (2) times per year) and
                 to keep the interior of the Premises such as the windows,
                 floors, walls, doors, showcases and fixtures clean and neat in
                 appearance and to remove all trash and debris which may be
                 found in or around the Premises.  In addition, Tenant shall
                 keep and maintain the Premises in accordance with (i) the
                 Institute of Laboratory Animal Resources "Guide for the Care
                 and Use of Laboratory

                                      11
<PAGE>

                 Animals", (ii) the Animal Welfare Act (7 U.S.C. 2131 et.
                 seq.), and (iii) all other applicable Federal, State and
                 local laws, guidelines and policies relating to the
                 operation and maintenance of biomedical laboratory
                 facilities (collectively, the "Lab Standards").  Tenant
                 shall also enter into and keep and maintain in effect,
                 service contracts reasonably acceptable to Landlord with
                 contractors reasonably acceptable to Landlord for the
                 maintenance of those systems servicing the Buildings as
                 Landlord may reasonably designate, including, without
                 limitation, the HVAC and life safety systems of the
                 Buildings.  In addition, Tenant shall perform infrared
                 testing of the electrical systems in the Buildings on a
                 commercially reasonable, regular basis to ensure that such
                 electrical systems are maintained in the manner required
                 herein.  Without limiting the foregoing, Tenant shall, at
                 Tenant's sole cost and expense, (a) immediately replace all
                 broken glass in the Premises with glass equal to or in
                 excess of the specification and quality of the original
                 glass; and (b) repair any damage caused by Tenant, Tenant's
                 agents, employees, invitees, visitors, subtenants or
                 contractors.  If Tenant fails to make any required repairs
                 to the Premises within 15 days after notice from Landlord
                 (although notice shall not be required if there is an
                 emergency), Landlord may make the repairs and Tenant shall
                 pay the reasonable cost of the repairs to Landlord within 30
                 days after receipt of an invoice, together with an
                 administrative charge in an amount equal to 10% of the cost
                 of the work performed.  In addition, in the event Tenant
                 fails to make any required repairs or provide the required
                 janitorial services to the Premises and such failure
                 continues beyond the applicable cure period provided in
                 Article XIX.B. below, such failure shall constitute a
                 default under this Lease. Tenant shall maintain written
                 records of maintenance and repairs, as required by Law, and
                 shall use certified technicians to perform any such
                 maintenance and repairs, as so required.

          B.     LANDLORD'S REPAIR OBLIGATIONS. Landlord shall keep and
                 maintain in good repair and working order and make repairs to
                 and perform maintenance upon: (1) structural elements of the
                 Buildings, including Building foundations; (2) Common Areas
                 (including utility lines which run through the Common Areas);
                 and (3) the roof of the Buildings (other than the roof
                 membrane, roof screens and roof screen penetrators).  Landlord
                 shall promptly make repairs (considering the nature and
                 urgency of the repair) for which Landlord is responsible.

          C.     ALTERATIONS.  Tenant shall not make alterations, additions or
                 improvements to the Premises or install any Cable in the
                 Premises or other portions of the Buildings or the Project
                 (collectively referred to as "Alterations") without first
                 obtaining the written consent of Landlord in each instance,
                 which consent shall not be unreasonably withheld or delayed.
                 However, Landlord's consent shall not be required for any
                 Alteration that satisfies all of the following criteria (a
                 "Cosmetic Alteration"):  (1) is not visible from the exterior
                 of the Premises or Buildings; (2) will not materially or
                 adversely affect the systems or structure of the Buildings;
                 and (3) cost less than $50,000.00 individually or $150,000.00
                 in the aggregate during any one year of the Term.  However,
                 even though consent is not required, the performance of
                 Cosmetic Alterations shall be subject to all the other
                 provisions of this Section IX.C.  Prior to starting work,
                 Tenant shall furnish Landlord with plans and specifications
                 reasonably acceptable to Landlord; names of contractors
                 reasonably acceptable to Landlord (provided that Landlord may
                 designate specific contractors with respect to building
                 systems); copies of contracts; necessary permits and
                 approvals; evidence of contractor's and subcontractor's
                 insurance in amounts reasonably required by Landlord; and any
                 security for performance that is reasonably required by
                 Landlord.  Material changes to the plans and specifications
                 must also be submitted to Landlord for its approval.
                 Alterations shall be constructed in a good and workmanlike
                 manner using materials of a quality that is at least equal to
                 the quality designated by Landlord as the minimum standard for
                 the Buildings and the Project.  To the extent reasonably
                 necessary to avoid disruption to the occupants of the
                 Buildings and the Project and to ensure that any work
                 performed at the Buildings is performed in a good and
                 workmanlike manner in accordance with all applicable Laws and
                 the terms of this Lease, Landlord may designate reasonable
                 rules, regulations and procedures for the performance of work
                 in the Buildings and the Project and Landlord shall have the
                 right to designate the time when Alterations may be performed.
                 Tenant shall reimburse Landlord within 30 days after receipt
                 of an invoice for sums paid by Landlord for third party
                 examination of Tenant's

                                      12
<PAGE>

                 plans for non-Cosmetic Alterations. In addition, within 30
                 days after receipt of an invoice from Landlord, Tenant shall
                 pay Landlord a fee for Landlord's oversight and coordination
                 of any non-Cosmetic Alterations equal to 5% of the cost of
                 the non-Cosmetic Alterations.  Upon completion, Tenant shall
                 furnish "as-built" plans (except for Cosmetic Alterations),
                 completion affidavits, full and final waivers of lien in
                 recordable form, and receipted bills covering all labor and
                 materials.  Tenant shall assure that the Alterations comply
                 with all insurance requirements and Laws.  Landlord's
                 approval of an Alteration shall not be a representation by
                 Landlord that the Alteration complies with applicable Laws
                 or will be adequate for Tenant's use.

X.        USE OF UTILITY SERVICES BY TENANT.

          A.     Electricity, gas, water and other utility services used by
                 Tenant in the Premises shall be paid for by Tenant by separate
                 charge billed by the applicable utility company and payable
                 directly by Tenant.  Electrical service to the Common Areas
                 may be furnished by one or more companies providing electrical
                 generation, transmission and distribution services, and the
                 cost of electricity may consist of several different
                 components or separate charges for such services, such as
                 generation, distribution and stranded cost charges.  Landlord
                 shall have the exclusive right to select any company providing
                 electrical service to the Common Areas, to aggregate the
                 electrical service for the Common Areas of the Project with
                 other buildings, to purchase electricity through a broker
                 and/or buyers group and to change the providers and manner of
                 purchasing electricity.  Landlord shall be entitled to receive
                 a fee (if permitted by Law) for the selection of utility
                 companies and the negotiation and administration of contracts
                 for electricity, provided that the amount of such fee shall
                 not exceed 50% of any savings obtained by Landlord.

          B.     Tenant's use of electrical service shall not exceed, either in
                 voltage, rated capacity, or overall load, the Buildings'
                 electrical capacity (as reasonably determined by Landlord).
                 If Tenant requests permission to consume excess electrical
                 service, Landlord may refuse to consent or may condition
                 consent upon conditions that Landlord reasonably elects
                 (including, without limitation, the installation of utility
                 service upgrades, meters, submeters, air handlers or cooling
                 units), and the additional usage (to the extent permitted by
                 Law), installation and maintenance costs shall be paid by
                 Tenant.  Landlord's consent to any such request shall not be
                 unreasonably withheld, conditioned or delayed.  Landlord shall
                 have the right to separately meter electrical usage for the
                 Premises and to measure electrical usage by survey or other
                 commonly accepted methods.

XI.       ENTRY BY LANDLORD.

          Subject to Tenant's reasonable security and operating procedures,
Landlord, its agents, contractors and representatives may enter the Premises to
inspect or show the Premises, to clean and make repairs, alterations or
additions to the Premises, and to conduct or facilitate repairs, alterations or
additions to any portion of the Buildings or the Project, including other
tenants' premises.  Except in emergencies or to provide regularly scheduled
services, Landlord shall provide Tenant with reasonable prior notice of entry
into the Premises, which may be given orally.  If reasonably necessary for the
protection and safety of Tenant and its employees, Landlord shall have the right
to temporarily close all or a portion of the Premises to perform repairs,
alterations and additions.  However, except in emergencies, Landlord will not
close the Premises if the work can reasonably be completed on weekends and after
the hours of 8:00 A.M. to 5:00 P.M. on Business Days.  Entry by Landlord shall
not constitute constructive eviction or entitle Tenant to an abatement or
reduction of Rent.

XII.      ASSIGNMENT AND SUBLETTING.

          A.     Except in connection with a Permitted Transfer (defined in
                 Section XII.E. below), Tenant shall not assign, sublease,
                 transfer or encumber any interest in this Lease or allow any
                 third party to use any portion of the Premises (collectively
                 or individually, a "Transfer") without the prior written
                 consent of Landlord, which consent shall not be unreasonably
                 withheld, delayed or conditioned, subject to Landlord's
                 termination rights under Section XII.B below.  Without
                 limitation, it is agreed that Landlord's consent shall not be
                 considered unreasonably withheld if:

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<PAGE>

                 (1) the proposed transferee's financial condition does not
                 meet the criteria Landlord uses to select Project tenants
                 having similar leasehold obligations; (2) the proposed
                 transferee's business is not suitable for the Building(s) or
                 the Project considering the business of the other tenants
                 and the Project's prestige, or would result in a violation
                 of another tenant's rights; (3) the proposed transferee is a
                 governmental agency or occupant of the Project; (4) Tenant
                 is in default after the expiration of the notice and cure
                 periods in this Lease; or (5) any portion of the
                 Building(s), Project or Premises would likely become subject
                 to additional or different Laws as a consequence of the
                 proposed Transfer.  Notwithstanding the foregoing, Landlord
                 will not withhold its consent solely because the proposed
                 subtenant or assignee is an occupant of the Project if
                 Landlord does not have space available for lease in the
                 Project that is comparable to the space Tenant desires to
                 sublet or assign.  For purposes hereof, Landlord shall be
                 deemed to have comparable space if it has space available on
                 any floor of any Building of the Project that is
                 approximately the same size as the space Tenant desires to
                 sublet or assign within 6 months of the proposed
                 commencement of the proposed sublease or assignment, and
                 such comparable space is configured and improved in such a
                 manner that the space which Tenant desires to sublease or
                 assign and the Landlord's comparable space can be utilized
                 for substantially similar uses (e.g. science labs).  Tenant
                 shall not be entitled to receive monetary damages based upon
                 a claim that Landlord unreasonably withheld its consent to a
                 proposed Transfer and Tenant's sole remedy shall be an
                 action to enforce any such provision through specific
                 performance or declaratory judgment.  Any attempted Transfer
                 in violation of this Article shall, at Landlord's option, be
                 void.  Consent by Landlord to one or more Transfer(s) shall
                 not operate as a waiver of Landlord's rights to approve any
                 subsequent Transfers. In no event shall any Transfer or
                 Permitted Transfer release or relieve Tenant from any
                 obligation under this Lease.

          B.     As part of its request for Landlord's consent to a Transfer,
                 Tenant shall provide Landlord with financial statements for
                 the proposed transferee, a complete copy of the proposed
                 assignment, sublease and other contractual documents and such
                 other information as Landlord may reasonably request.
                 Landlord shall, by written notice to Tenant within 20 Business
                 Days of its receipt of the required information and
                 documentation, either: (1) consent to the Transfer by the
                 execution of a consent agreement in a form reasonably
                 designated by Landlord or reasonably refuse to consent to the
                 Transfer in writing; or (2) in the event of (i) a sublease of
                 any portion of the Premises which would (a) result in 50% or
                 more of the Premises in the aggregate being subject to
                 sublease(s), or (b) be for more than 50% of the then remaining
                 Term, or (ii) an assignment of this Lease, exercise its right
                 to terminate this Lease with respect to the portion of the
                 Premises that Tenant is proposing to assign or sublet.  Any
                 such termination shall be effective on the proposed effective
                 date of the Transfer for which Tenant requested consent.
                 Tenant shall pay Landlord a review fee of $750.00 for
                 Landlord's review of any Permitted Transfer or requested
                 Transfer, provided if Landlord's actual reasonable costs and
                 expenses (including reasonable attorney's fees) exceed
                 $750.00, Tenant shall reimburse Landlord for its actual
                 reasonable costs and expenses in lieu of a fixed review fee,
                 up to a maximum of $1,500.00.

          C.     Tenant shall pay Landlord 50% of all rent and other
                 consideration which Tenant receives as a result of a Transfer
                 that is in excess of the Rent payable to Landlord for the
                 portion of the Premises and Term covered by the Transfer.
                 Tenant shall pay Landlord for Landlord's share of any excess
                 within 30 days after Tenant's receipt of such excess
                 consideration.  Tenant may deduct from the excess all
                 reasonable and customary expenses directly incurred by Tenant
                 attributable to the Transfer (other than Landlord's review
                 fee), including brokerage fees, legal fees, construction costs
                 and the unamortized cost of all Tenant improvements paid for
                 by Tenant in connection with the Transfer.  If Tenant is in
                 Monetary Default (defined in Section XIX.A. below), Landlord
                 may require that all sublease payments be made directly to
                 Landlord, in which case Tenant shall receive a credit against
                 Rent in the amount of any payments received (less Landlord's
                 share of any excess).

          D.     Except as provided below with respect to a Permitted Transfer,
                 if Tenant is a corporation, limited liability company,
                 partnership, or similar entity, and if the

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<PAGE>

                 entity which owns or controls a majority of the voting
                 shares/rights at any time changes for any reason (including
                 but not limited to a merger, consolidation or
                 reorganization), such change of ownership or control shall
                 constitute a Transfer provided, however, that none of the
                 following shall constitute a Transfer, or be considered in
                 determining whether or not a change of control has occurred:
                  (i) any transfer of stock in a corporation that is the
                 Tenant if the stock of such corporation is publicly held and
                 traded through a recognized security exchange; and (ii) if
                 Tenant is a corporation, any initial public offering of such
                 stock in connection with the listing of such stock on a
                 recognized security exchange.  Additionally, the foregoing
                 change of control provisions shall not apply if at least 80%
                 of its voting stock is owned by another entity, the voting
                 stock of which is listed on a recognized security exchange.
                 Notwithstanding the foregoing to the contrary, any change in
                 control resulting from the addition of additional equity
                 investors shall not require Landlord's prior consent,
                 provided (a) Landlord shall be notified of such change in
                 control within 30 days following the effective date of such
                 change in control, and (b) the management and operations of
                 Tenant do not materially change as a result of such change
                 in control.

          E.     Notwithstanding anything to the contrary contained herein or
                 in Section XII.D., Tenant may assign its entire interest under
                 this Lease or sublet the Premises to a wholly owned
                 corporation, partnership or other legal entity or affiliate,
                 subsidiary or parent of Tenant or to any successor to Tenant
                 by purchase, merger, consolidation or reorganization
                 (hereinafter, collectively, referred to as "Permitted
                 Transfer") without the consent of Landlord, provided:
                 (i) Tenant is not in default under this Lease; (ii) if such
                 proposed transferee is a successor to Tenant by purchase,
                 merger, consolidation or reorganization, the continuing or
                 surviving entity shall own all or substantially all of the
                 assets of Tenant and shall have a net worth which is at least
                 equal to the greater of Tenant's net worth at the date of this
                 Lease or Tenant's net worth at the date of the Transfer;
                 (iii) such proposed transferee operates the business in the
                 Premises for the Permitted Use and no other purpose; and
                 (iv) in no event shall any Permitted Transfer release or
                 relieve Tenant from any of its obligations under this Lease.
                 Tenant shall give Landlord written notice at least 10 Business
                 Days prior to the effective date of such Permitted Transfer.
                 As used herein:  (a) "parent" shall mean a company which owns
                 a majority of Tenant's voting equity; (b) "subsidiary" shall
                 mean an entity wholly owned by Tenant or at least 51% of whose
                 voting equity is owned by Tenant; and (c) "affiliate" shall
                 mean an entity controlled, controlling or under common control
                 with Tenant. Notwithstanding the foregoing, sale of the shares
                 of equity of any affiliate or subsidiary to which this Lease
                 has been assigned or transferred other than to another parent,
                 subsidiary or affiliate of the original Tenant named hereunder
                 shall be deemed to be an assignment requiring the consent of
                 Landlord hereunder.

XIII.     LIENS.

          Tenant shall not permit mechanic's or other liens to be placed upon
the Project, Property, Premises or Tenant's leasehold interest in connection
with any work or service done or purportedly done by or for benefit of
Tenant. If a lien is so placed, Tenant shall, within 10 days of notice from
Landlord of the filing of the lien, fully discharge the lien by settling the
claim which resulted in the lien or by bonding or insuring over the lien in
the manner prescribed by the applicable lien Law.  If Tenant fails to
discharge the lien, then, in addition to any other right or remedy of
Landlord, Landlord may bond or insure over the lien or otherwise discharge
the lien.  Tenant shall reimburse Landlord for any amount paid by Landlord to
bond or insure over the lien or discharge the lien, including, without
limitation, reasonable attorneys' fees (if and to the extent permitted by
Law) within 30 days after receipt of an invoice from Landlord.

XIV.      INDEMNITY AND WAIVER OF CLAIMS.

          A.     Except to the extent caused by the negligence or willful
                 misconduct of Landlord or any Landlord Related Parties
                 (defined below), Tenant shall indemnify, defend and hold
                 Landlord, its trustees, members, principals, beneficiaries,
                 partners, officers, directors, employees, Mortgagee(s)
                 (defined in Article XXVI) and agents ("Landlord Related
                 Parties") harmless against and from all liabilities,
                 obligations, damages, penalties, claims, actions, costs,
                 charges and expenses, including, without limitation,
                 reasonable attorneys' fees and other professional fees (if and

                                      15
<PAGE>

                 to the extent permitted by Law), which may be imposed upon,
                 incurred by or asserted against Landlord or any of the
                 Landlord Related Parties and arising out of or in connection
                 with any damage or injury occurring in the Premises or any
                 acts or omissions (including violations of Law) of Tenant, the
                 Tenant Related Parties (defined below) or any of Tenant's
                 transferees, contractors or licensees.

          B.     Except to the extent caused by the negligence or willful
                 misconduct of Tenant or any Tenant Related Parties (defined
                 below), Landlord shall indemnify, defend and hold Tenant, its
                 trustees, members, principals, beneficiaries, partners,
                 officers, directors, employees and agents ("Tenant Related
                 Parties") harmless against and from all liabilities,
                 obligations, damages, penalties, claims, actions, costs,
                 charges and expenses, including, without limitation,
                 reasonable attorneys' fees and other professional fees (if and
                 to the extent permitted by Law), which may be imposed upon,
                 incurred by or asserted against Tenant or any of the Tenant
                 Related Parties and arising out of or in connection with the
                 acts or omissions (including violations of Law) of Landlord,
                 the Landlord Related Parties or any of Landlord's contractors.

          C.     Landlord and the Landlord Related Parties shall not be liable
                 for, and Tenant waives, all claims for loss or damage to
                 Tenant's business or loss, theft or damage to Tenant's
                 Property or the property of any person claiming by, through or
                 under Tenant resulting from: (1) wind or weather; (2) the
                 failure of any sprinkler, heating or air-conditioning
                 equipment, any electric wiring or any gas, water or steam
                 pipes; (3) the backing up of any sewer pipe or downspout;
                 (4) the bursting, leaking or running of any tank, water
                 closet, drain or other pipe; (5) water, snow or ice upon or
                 coming through the roof, skylight, stairs, doorways, windows,
                 walks or any other place upon or near the Buildings or the
                 Project; (6) any act or omission of any party other than
                 Landlord or Landlord Related Parties; and (7) any causes not
                 reasonably within the control of Landlord.  Notwithstanding
                 the foregoing, except as provided in Article XVI to the
                 contrary, Tenant shall not be required to waive any claims
                 against Landlord (other than for loss or damage to Tenant's
                 business) where such loss or damage is due to Landlord's
                 negligence.  Nothing herein shall be construed as to diminish
                 the repair and maintenance obligations of Landlord contained
                 elsewhere in this Lease.  Tenant shall insure itself against
                 such losses under Article XV below.

XV.       INSURANCE.

          Tenant shall carry and maintain the following insurance ("Tenant's
Insurance"), at its sole cost and expense:  (1) Commercial General Liability
Insurance applicable to the Premises and its appurtenances providing, on an
occurrence basis, a minimum combined single limit of $3,000,000.00; (2) All Risk
Property/Business Interruption Insurance, written at replacement cost value and
with a replacement cost endorsement covering all of Tenant's trade fixtures,
equipment, furniture and other personal property within the Premises ("Tenant's
Property"); (3) Workers' Compensation Insurance as required by the state in
which the Premises is located and in amounts as may be required by applicable
statute; and (4) Employers Liability Coverage of at least $1,000,000.00 per
occurrence.  Any company writing any of Tenant's Insurance shall have an A.M.
Best rating of not less than A-VIII.  All Commercial General Liability Insurance
policies shall name Tenant as a named insured and Landlord (or any successor),
Equity Office Properties Trust, a Maryland real estate investment trust, EOP
Operating Limited Partnership, a Delaware limited partnership, and their
respective members, principals, beneficiaries, partners, officers, directors,
employees, and agents, and other designees of Landlord as the interest of such
designees shall appear, as additional insureds.  All policies of Tenant's
Insurance shall contain endorsements that the insurer(s) shall give Landlord and
its designees at least 30 days' advance written notice of any reduction in
coverage, cancellation, termination or lapse of insurance.  Tenant shall provide
Landlord with a certificate of insurance evidencing Tenant's Insurance prior to
the earlier to occur of the Commencement Date or the date Tenant is provided
with possession of the Premises for any reason, and upon renewals at least 15
days prior to the expiration of the insurance coverage.  Landlord shall maintain
standard so called All Risk property insurance on the Buildings in an amount
equal to 90% of the replacement cost thereof at the time in question, as
reasonably estimated by Landlord.  Except as specifically provided to the
contrary, the limits of either party's' insurance shall not limit such party's
liability under this Lease.

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<PAGE>

XVI.      SUBROGATION.

          Notwithstanding anything in this Lease to the contrary, Landlord and
Tenant hereby waive and shall cause their respective insurance carriers to waive
any and all rights of recovery, claim, action or causes of action against the
other and their respective trustees, principals, beneficiaries, partners,
officers, directors, agents, and employees, for any loss or damage that may
occur to Landlord or Tenant or any party claiming by, through or under Landlord
or Tenant, as the case may be, with respect to Tenant's Property, the Project,
the Buildings, the Premises, any additions or improvements to the Project,
Buildings or Premises, or any contents thereof, including all rights of
recovery, claims, actions or causes of action arising out of the negligence of
Landlord or any Landlord Related Parties or the negligence of Tenant or any
Tenant Related Parties, which loss or damage is (or would have been, had the
insurance required by this Lease been carried) covered by insurance.

XVII.     CASUALTY DAMAGE.

          A.     If all or any part of the Premises is damaged by fire or other
                 casualty, Tenant shall immediately notify Landlord in writing.
                 During any period of time that all or a material portion of
                 the Premises is rendered untenantable as a result of a fire or
                 other casualty, the Rent shall abate for the portion of the
                 Premises that is untenantable and not used by Tenant.
                 Landlord shall have the right to terminate this Lease if:
                 (1) one or both of the Buildings or the Project shall be
                 damaged so that, in Landlord's reasonable judgment,
                 substantial alteration or reconstruction of one or both of the
                 Buildings or the Project shall be required (whether or not the
                 Premises has been damaged);  (2) Landlord is not permitted by
                 Law to rebuild one or both of the Buildings or the Project in
                 substantially the same form as existed before the fire or
                 casualty; (3) the Premises have been materially damaged and
                 there is less than 2 years of the Term remaining on the date
                 of the casualty; (4) any Mortgagee requires that the insurance
                 proceeds be applied to the payment of the mortgage debt; or
                 (5) a material uninsured loss to one or both of the Buildings
                 or the Project occurs.  Landlord may exercise its right to
                 terminate this Lease by notifying Tenant in writing within 90
                 days after the date of the casualty. If Landlord does not
                 terminate this Lease, Landlord shall commence and proceed with
                 reasonable diligence to repair and restore the Building(s) and
                 the Leasehold Improvements (excluding any Alterations that
                 were performed by Tenant in violation of this Lease).
                 However, in no event shall Landlord be required to spend more
                 than the insurance proceeds received by Landlord. Landlord
                 shall not be liable for any loss or damage to Tenant's
                 Property or to the business of Tenant resulting in any way
                 from the fire or other casualty or from the repair and
                 restoration of the damage.  Landlord and Tenant hereby waive
                 the provisions of any Law relating to the matters addressed in
                 this Article, and agree that their respective rights for
                 damage to or destruction of the Premises shall be those
                 specifically provided in this Lease.

          B.     If all or any portion of the Premises shall be made
                 untenantable by fire or other casualty, Landlord shall, with
                 reasonable promptness, cause an architect or general
                 contractor selected by Landlord to provide Landlord and Tenant
                 with a written estimate of the amount of time required to
                 substantially complete the repair and restoration of the
                 Premises and make the Premises tenantable again, using
                 standard working methods ("Completion Estimate").  If the
                 Completion Estimate indicates that the Premises cannot be made
                 tenantable within 270 days from the date the repair and
                 restoration is started, then regardless of anything in
                 Section XVII.A above to the contrary, either party shall have
                 the right to terminate this Lease by giving written notice to
                 the other of such election within 10 days after receipt of the
                 Completion Estimate.  Tenant, however, shall not have the
                 right to terminate this Lease if the fire or casualty was
                 caused by the negligence or intentional misconduct of Tenant,
                 Tenant Related Parties or any of Tenant's transferees,
                 contractors or licensees.

XVIII.    CONDEMNATION.

          Either party may terminate this Lease if the whole or any material
part of the Premises shall be taken or condemned for any public or quasi-public
use under Law, by eminent domain or private purchase in lieu thereof (a
"Taking").  Landlord shall also have the right to terminate this Lease if there
is a Taking of any portion of one or both of the Buildings, the Property or the

                                      17
<PAGE>

Project which would leave the remainder of one or both of the Buildings or the
Project unsuitable for use as an office building or an office park, as the case
may be, in a manner comparable to the use of the Buildings and/or the Project
prior to the Taking.  In order to exercise its right to terminate the Lease,
Landlord or Tenant, as the case may be, must provide written notice of
termination to the other within 45 days after the terminating party first
receives notice of the Taking.  Any such termination shall be effective as of
the date the physical taking of the Premises or the portion of the Project,
Buildings or Property occurs.  If this Lease is not terminated, the Rentable
Square Footage of the Buildings, the Rentable Square Footage of the Premises,
the Rentable Square Footage of the Project and Tenant's Pro Rata Share shall, if
applicable, be appropriately adjusted.  In addition, Rent for any portion of the
Premises taken or condemned shall be abated during the unexpired Term of this
Lease effective when the physical taking of the portion of the Premises occurs.
All compensation awarded for a Taking, or sale proceeds, shall be the property
of Landlord, any right to receive compensation or proceeds being expressly
waived by Tenant.  However, Tenant may file a separate claim at its sole cost
and expense for Tenant's Property and Tenant's reasonable relocation expenses,
provided the filing of the claim does not diminish the award which would
otherwise be receivable by Landlord.

XIX.      EVENTS OF DEFAULT.

          Tenant shall be considered to be in default of this Lease upon the
occurrence of any of the following events of default:

          A.     Tenant's failure to pay when due all or any portion of the
                 Rent, if the failure continues for 3 days after written notice
                 to Tenant ("Monetary Default").

          B.     Tenant's failure (other than a Monetary Default) to comply
                 with any term, provision or covenant of this Lease, if the
                 failure is not cured within 30 days after written notice to
                 Tenant.  However, if Tenant's failure to comply cannot
                 reasonably be cured within 30 days, Tenant shall be allowed
                 additional time as is reasonably necessary to cure the failure
                 so long as:  (1) Tenant commences to cure the failure within
                 30 days, and (2) Tenant diligently pursues a course of action
                 that will cure the failure and bring Tenant back into
                 compliance with the Lease.  However, if Tenant's failure to
                 comply creates a hazardous condition, the failure must be
                 cured immediately upon notice to Tenant.  In addition, if
                 Landlord, in good faith, provides Tenant with notice of
                 Tenant's failure to comply with any particular term, provision
                 or covenant of the Lease on 3 occasions during any 12 month
                 period, Tenant's subsequent violation of such term, provision
                 or covenant shall, at Landlord's option, be an incurable event
                 of default by Tenant.

          C.     Tenant or any Guarantor becomes insolvent, makes a transfer in
                 fraud of creditors or makes an assignment for the benefit of
                 creditors, or admits in writing its inability to pay its debts
                 when due.

          D.     The leasehold estate is taken by process or operation of Law.

XX.       REMEDIES.

          A.     Upon the occurrence of any event or events of default under
                 this Lease, whether enumerated in Article XIX or not, Landlord
                 shall have the option to pursue any one or more of the
                 following remedies without any notice (except as expressly
                 prescribed herein) or demand whatsoever (and without limiting
                 the generality of the foregoing, Tenant hereby specifically
                 waives notice and demand for payment of Rent or other
                 obligations and waives any and all other notices or demand
                 requirements imposed by applicable Law):

                 1.   Terminate this Lease and Tenant's right to possession of
                      the Premises and recover from Tenant an award of damages
                      equal to the sum of the following:

                      (a)  The Worth at the Time of Award of the unpaid Rent
                           which had been earned at the time of termination;

                      (b)  The Worth at the Time of Award of the amount by
                           which the unpaid Rent which would have been earned
                           after termination until

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<PAGE>

                           the time of award exceeds the amount of such Rent
                           loss that Tenant affirmatively proves could have
                           been reasonably avoided;

                      (c)  The Worth at the Time of Award of the amount by
                           which the unpaid Rent for the balance of the Term
                           after the time of award exceeds the amount of such
                           Rent loss that Tenant affirmatively proves could be
                           reasonably avoided;

                      (d)  Any other amount necessary to compensate Landlord
                           for all the detriment either proximately caused by
                           Tenant's failure to perform Tenant's obligations
                           under this Lease or which in the ordinary course of
                           things would be likely to result therefrom; and

                      (e)  All such other amounts in addition to or in lieu of
                           the foregoing as may be permitted from time to time
                           under applicable law.

                      The "Worth at the Time of Award" of the amounts referred
                      to in parts (a) and (b) above, shall be computed by
                      allowing interest at the lesser of a per annum rate equal
                      to: (i) the greatest per annum rate of interest permitted
                      from time to time under applicable law, or (ii) the Prime
                      Rate plus five percent (5%).  For purposes hereof, the
                      "Prime Rate" shall be the per annum interest rate
                      publicly announced as its prime or base rate by a
                      federally insured bank selected by Landlord in the State
                      of California.  The "Worth at the Time of Award" of the
                      amount referred to in part (c), above, shall be computed
                      by discounting such amount at the discount rate of the
                      Federal Reserve Bank of San Francisco at the time of
                      award plus one percent (1%);

                 2.   Employ the remedy described in California Civil Code
                      Section 1951.4 (Landlord may continue this Lease in
                      effect after Tenant's breach and abandonment and recover
                      Rent as it becomes due, if Tenant has the right to sublet
                      or assign, subject only to reasonable limitations); or

                 3.   Notwithstanding Landlord's exercise of the remedy
                      described in California Civil Code Section 1951.4 in
                      respect of an event or events of default, at such time
                      thereafter as Landlord may elect in writing, to terminate
                      this Lease and Tenant's right to possession of the
                      Premises and recover an award of damages as provided
                      above in Paragraph XX.A.1.

          B.     The subsequent acceptance of Rent hereunder by Landlord shall
                 not be deemed to be a waiver of any preceding breach by Tenant
                 of any term, covenant or condition of this Lease, other than
                 the failure of Tenant to pay the particular Rent so accepted,
                 regardless of Landlord's knowledge of such preceding breach at
                 the time of acceptance of such Rent.  No waiver by Landlord of
                 any breach hereof shall be effective unless such waiver is in
                 writing and signed by Landlord.

          C.     TENANT HEREBY WAIVES ANY AND ALL RIGHTS CONFERRED BY SECTION
                 3275 OF THE CIVIL CODE OF CALIFORNIA AND BY SECTIONS 1174 (c)
                 AND 1179 OF THE CODE OF CIVIL PROCEDURE OF CALIFORNIA AND ANY
                 AND ALL OTHER LAWS AND RULES OF LAW FROM TIME TO TIME IN
                 EFFECT DURING THE LEASE TERM PROVIDING THAT TENANT SHALL HAVE
                 ANY RIGHT TO REDEEM, REINSTATE OR RESTORE THIS LEASE FOLLOWING
                 ITS TERMINATION BY REASON OF TENANT'S BREACH.  TENANT ALSO
                 HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, THE
                 RIGHT TO TRIAL BY JURY IN ANY PROCEEDING BASED UPON A BREACH
                 OF THIS LEASE.

          D.     No right or remedy herein conferred upon or reserved to
                 Landlord is intended to be exclusive of any other right or
                 remedy, and each and every right and remedy shall be
                 cumulative and in addition to any other right or remedy
                 given hereunder or now or hereafter existing by agreement,
                 applicable law or in equity.  In addition to other remedies
                 provided in this Lease, Landlord shall be entitled, to the
                 extent permitted by applicable Law, to injunctive relief, or
                 to a decree compelling performance of any of the covenants,
                 agreements, conditions or provisions of this Lease, or to
                 any other remedy allowed to Landlord at law or in equity.

                                      19
<PAGE>

                 Forbearance by Landlord to enforce one or more of the
                 remedies herein provided upon an event of default shall not
                 be deemed or construed to constitute a waiver of such
                 default.

           E.    This Article XX shall be enforceable to the maximum extent
                 such enforcement is not prohibited by applicable Law, and the
                 unenforceability of any portion thereof shall not thereby
                 render unenforceable any other portion.

XXI.      LIMITATION OF LIABILITY.

          NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS LEASE, THE
LIABILITY OF LANDLORD (AND OF ANY SUCCESSOR LANDLORD) TO TENANT SHALL BE LIMITED
TO THE INTEREST OF LANDLORD IN THE PROJECT.  TENANT SHALL LOOK SOLELY TO
LANDLORD'S INTEREST IN THE PROJECT FOR THE RECOVERY OF ANY JUDGMENT OR AWARD
AGAINST LANDLORD. NEITHER LANDLORD NOR ANY LANDLORD RELATED PARTY SHALL BE
PERSONALLY LIABLE FOR ANY JUDGMENT OR DEFICIENCY.  BEFORE FILING SUIT FOR AN
ALLEGED DEFAULT BY LANDLORD, TENANT SHALL GIVE LANDLORD AND THE MORTGAGEE(S)
(DEFINED IN ARTICLE XXVI BELOW) WHOM TENANT HAS BEEN NOTIFIED HOLD MORTGAGES
(DEFINED IN ARTICLE XXVI BELOW) ON THE PROJECT, BUILDING OR PREMISES, NOTICE AND
REASONABLE TIME TO CURE THE ALLEGED DEFAULT.

XXII.     NO WAIVER.

          Either party's failure to declare a default immediately upon its
occurrence, or delay in taking action for a default shall not constitute a
waiver of the default, nor shall it constitute an estoppel.  Either party's
failure to enforce its rights for a default shall not constitute a waiver of its
rights regarding any subsequent default.  Receipt by Landlord of Tenant's keys
to the Premises shall not constitute an acceptance or surrender of the Premises.

XXIII.    QUIET ENJOYMENT.

          Tenant shall, and may peacefully have, hold and enjoy the Premises,
subject to the terms of this Lease, provided Tenant pays the Rent and fully
performs all of its covenants and agreements.  This covenant and all other
covenants of Landlord shall be binding upon Landlord and its successors only
during its or their respective periods of ownership of the Buildings, and shall
not be a personal covenant of Landlord or the Landlord Related Parties.

XXIV.     RELOCATION.

          INTENTIONALLY OMITTED.

XXV.      HOLDING OVER.

          Except for any permitted occupancy by Tenant under Article VIII, if
Tenant fails to surrender the Premises at the expiration or earlier termination
of this Lease, occupancy of the Premises after the termination or expiration
shall be that of a tenancy at sufferance.  Tenant's occupancy of the Premises
during the holdover shall be subject to all the terms and provisions of this
Lease and Tenant shall pay an amount (on a per month basis without reduction for
partial months during the holdover) equal to 140% of the greater of: (1) the sum
of the Base Rent and Additional Rent due for the period immediately preceding
the holdover; or (2) the fair market gross rental for the Premises as reasonably
determined by Landlord.  No holdover by Tenant or payment by Tenant after the
expiration or early termination of this Lease shall be construed to extend the
Term or prevent Landlord from immediate recovery of possession of the Premises
by summary proceedings or otherwise.  In addition to the payment of the amounts
provided above, if Landlord is unable to deliver possession of the Premises to a
new tenant, or to perform improvements for a new tenant, as a result of Tenant's
holdover and Tenant fails to vacate the Premises within 15 days after Landlord
notifies Tenant of Landlord's inability to deliver possession, or perform
improvements, Tenant shall be liable to Landlord for all damages, including,
without limitation, consequential damages, that Landlord suffers from the
holdover.

XXVI.     SUBORDINATION TO MORTGAGES; ESTOPPEL CERTIFICATE.

          Tenant accepts this Lease subject and subordinate to any mortgage(s),
deed(s) of trust, ground lease(s) or other lien(s) now or subsequently arising
upon the Premises, the Buildings,

                                      20
<PAGE>

the Property or the Project, and to renewals, modifications, refinancings and
extensions thereof (collectively referred to as a "Mortgage"). The party
having the benefit of a Mortgage shall be referred to as a "Mortgagee". This
clause shall be self-operative, but upon request from a Mortgagee, Tenant
shall execute a commercially reasonable subordination agreement in favor of
the Mortgagee. In lieu of having the Mortgage be superior to this Lease, a
Mortgagee shall have the right at any time to subordinate its Mortgage to
this Lease. If requested by a successor-in-interest to all or a part of
Landlord's interest in the Lease, Tenant shall, without charge, attorn to the
successor-in-interest. Landlord and Tenant shall each, within 10 days after
receipt of a written request from the other, execute and deliver an estoppel
certificate to those parties as are reasonably requested by the other
(including a Mortgagee or prospective purchaser). The estoppel certificate
shall include a statement certifying that this Lease is unmodified (except as
identified in the estoppel certificate) and in full force and effect,
describing the dates to which Rent and other charges have been paid,
representing that, to such party's actual knowledge, there is no default (or
stating the nature of the alleged default) and indicating other matters with
respect to the Lease that may reasonably be requested. Notwithstanding the
foregoing, upon written request by Tenant, Landlord will use reasonable
efforts to obtain a non-disturbance, subordination and attornment agreement
from Landlord's then current Mortgagee on such Mortgagee's then current
standard form of agreement. "Reasonable efforts" of Landlord shall not
require Landlord to incur any cost, expense or liability to obtain such
agreement, it being agreed that Tenant shall be responsible for any fee or
review costs charged by the Mortgagee. Upon request of Landlord, Tenant will
execute the Mortgagee's commercially reasonable form of non-disturbance,
subordination and attornment agreement and return the same to Landlord for
execution by the Mortgagee. Landlord's failure to obtain a non-disturbance,
subordination and attornment agreement for Tenant shall have no effect on the
rights, obligations and liabilities of Landlord and Tenant or be considered
to be a default by Landlord hereunder.

XXVII.    ATTORNEYS' FEES.

          If either party institutes a suit against the other for violation of
or to enforce any covenant or condition of this Lease, or if either party
intervenes in any suit in which the other is a party to enforce or protect its
interest or rights, the prevailing party shall be entitled to all of its costs
and expenses, including, without limitation, reasonable attorneys' fees.

XXVIII.   NOTICE.

          If a demand, request, approval, consent or notice (collectively
referred to as a "notice") shall or may be given to either party by the other,
the notice shall be in writing and delivered by hand or sent by registered or
certified mail with return receipt requested, or sent by overnight or same day
courier service at the party's respective Notice Address(es) set forth in
Article I, except that if Tenant has vacated the Premises (or if the Notice
Address for Tenant is other than the Premises, and Tenant has vacated such
address) without providing Landlord a new Notice Address, Landlord may serve
notice in any manner described in this Article or in any other manner permitted
by Law.  Each notice shall be deemed to have been received or given on the
earlier to occur of actual delivery or the date on which delivery is refused,
or, if Tenant has vacated the Premises or the other Notice Address of Tenant
without providing a new Notice Address, three (3) days after notice is deposited
in the U.S. mail or with a courier service in the manner described above.
Either party may, at any time, change its Notice Address by giving the other
party written notice of the new address in the manner described in this Article.

XXIX.     EXCEPTED RIGHTS.

          This Lease does not grant any rights to light or air over or about
the Buildings or the Project.  Subject to Tenant's reasonable security and
operating procedures and the provisions of Article XI of this Lease, Landlord
excepts and reserves to itself the use of:  (1) roofs, (2) telephone and
electrical closets, (3) equipment rooms, Building risers or similar areas,
(4) rights to the land and improvements below the floor of the Premises, (5)
the improvements and air rights above the Premises and the Project, (6) the
improvements and air rights outside the demising walls of the Premises, and
(7) the areas within the Premises used for the installation of utility lines
and other installations serving occupants of the Buildings and/or the
Project.  Notwithstanding the foregoing to the contrary, and subject to the
terms of Article IX above, Tenant shall have the right to access the areas
specified in subclauses (1), (2), (3) and (7) above.  Landlord has the right
to change the name or address of the Buildings and/or the Project.  Landlord
also has the right to make such other changes to the Project, Property and
Buildings as Landlord deems appropriate, provided the changes do not
materially affect

                                      21
<PAGE>

Tenant's ability to use the Premises for the Permitted Use or increase any
Rent payable by Tenant (except to the extent provided and permitted pursuant
to Article IV above).  Landlord shall also have the right (but not the
obligation) to temporarily close the Buildings and/or the Project if Landlord
reasonably determines that there is an imminent danger of significant damage
to the Buildings or the Project or of personal injury to Landlord's employees
or the occupants of the Buildings and/or the Project.  The circumstances
under which Landlord may temporarily close the Buildings and/or the Project
shall include, without limitation, electrical interruptions, hurricanes and
civil disturbances.  A closure of the Buildings and/or the Project under such
circumstances shall not constitute a constructive eviction nor entitle Tenant
to an abatement or reduction of Rent.

XXX.      SURRENDER OF PREMISES.

          At the expiration or earlier termination of this Lease or Tenant's
right of possession, Tenant shall remove Tenant's Property (defined in
Article XV) from the Premises, and quit and surrender the Premises to Landlord,
broom clean, and in good order, condition and repair, ordinary wear and tear
excepted.  Tenant shall also be required to remove the Required Removables in
accordance with Article VIII.  If Tenant fails to remove any of Tenant's
Property within 2 days after the termination of this Lease or of Tenant's right
to possession, Landlord, at Tenant's sole cost and expense, shall be entitled
(but not obligated) to remove and store Tenant's Property.  Landlord shall not
be responsible for the value, preservation or safekeeping of Tenant's Property.
Tenant shall pay Landlord, upon demand, the expenses and storage charges
incurred for Tenant's Property.  In addition, if Tenant fails to remove Tenant's
Property from the Premises or storage, as the case may be, within 30 days after
written notice, Landlord may deem all or any part of Tenant's Property to be
abandoned, and title to Tenant's Property shall be deemed to be immediately
vested in Landlord.

XXXI.     MISCELLANEOUS.

          A.     This Lease and the rights and obligations of the parties shall
                 be interpreted, construed and enforced in accordance with the
                 Laws of the State of California and Landlord and Tenant hereby
                 irrevocably consent to the jurisdiction and proper venue of
                 such state.  If any term or provision of this Lease shall to
                 any extent be invalid or unenforceable, the remainder of this
                 Lease shall not be affected, and each provision of this Lease
                 shall be valid and enforced to the fullest extent permitted by
                 Law.  The headings and titles to the Articles and Sections of
                 this Lease are for convenience only and shall have no effect
                 on the interpretation of any part of the Lease.

          B.     Tenant shall not record this Lease or any memorandum without
                 Landlord's prior written consent.

          C.     Landlord and Tenant hereby waive any right to trial by jury in
                 any proceeding based upon a breach of this Lease.

          D.     Whenever a period of time is prescribed for the taking of an
                 action by Landlord or Tenant, the period of time for the
                 performance of such action shall be extended by the number of
                 days that the performance is actually delayed due to strikes,
                 acts of God, shortages of labor or materials, war, civil
                 disturbances and other causes beyond the reasonable control of
                 the performing party ("Force Majeure").  However, events of
                 Force Majeure shall not extend any period of time for the
                 payment of Rent or other sums payable by either party or any
                 period of time for the written exercise of an option or right
                 by either party.

          E.     Landlord shall have the right to transfer and assign, in whole
                 or in part, all of its rights and obligations under this Lease
                 and in the Project, Buildings and/or Property referred to
                 herein, and upon such transfer Landlord shall be released from
                 any further obligations hereunder, and Tenant agrees to look
                 solely to the successor in interest of Landlord for the
                 performance of such obligations.  Notwithstanding the
                 foregoing, unless such liability is assumed in writing by its
                 successor in interest hereunder, Landlord shall remain liable
                 after its period of ownership with respect to any sums due in
                 connection with a breach or default that arose during such
                 period of ownership.

                                      22
<PAGE>

          F.     Tenant represents that it has dealt directly with and only
                 with the Broker as a broker in connection with this Lease.
                 Tenant shall indemnify and hold Landlord and the Landlord
                 Related Parties harmless from all claims of any other brokers
                 claiming to have represented Tenant in connection with this
                 Lease.  Landlord agrees to indemnify and hold Tenant and the
                 Tenant Related Parties harmless from all claims of any brokers
                 claiming to have represented Landlord in connection with this
                 Lease.  Landlord agrees to pay a brokerage commission to
                 Broker in accordance with the terms of a separate written
                 commission agreement to be entered into by and between
                 Landlord and Broker, provided that in no event shall Landlord
                 be obligated to pay a commission to Broker in connection with
                 any extension of the Term or in connection with any additional
                 space that is leased by Tenant pursuant to the terms of this
                 Lease.

          G.     Tenant covenants, warrants and represents that:  (1) each
                 individual executing, attesting and/or delivering this Lease
                 on behalf of Tenant is authorized to do so on behalf of
                 Tenant; (2) this Lease is binding upon Tenant; and (3) Tenant
                 is duly organized and legally existing in the state of its
                 organization and is qualified to do business in the State of
                 California.  Landlord covenants, warrants and represents that
                 (1) each individual executing, attesting and/or delivering
                 this Lease on behalf of Landlord is authorized to do so on
                 behalf of Landlord; (2) this Lease is binding upon Landlord;
                 and (3) Landlord is duly organized and legally existing in the
                 state of its organization and is qualified to do business in
                 the State of California.  If there is more than one Tenant, or
                 if Tenant is comprised of more than one party or entity, the
                 obligations imposed upon Tenant shall be joint and several
                 obligations of all the parties and entities.  Notices,
                 payments and agreements given or made by, with or to any one
                 person or entity shall be deemed to have been given or made
                 by, with and to all of them.

          H.     Time is of the essence with respect to Tenant's exercise of
                 any expansion, renewal or extension rights granted to Tenant.
                 This Lease shall create only the relationship of landlord and
                 tenant between the parties, and not a partnership, joint
                 venture or any other relationship.  This Lease and the
                 covenants and conditions in this Lease shall inure only to the
                 benefit of and be binding only upon Landlord and Tenant and
                 their permitted successors and assigns.

          I.     The expiration of the Term, whether by lapse of time or
                 otherwise, shall not relieve either party of any obligations
                 which accrued prior to or which may continue to accrue after
                 the expiration or early termination of this Lease.  Without
                 limiting the scope of the prior sentence, it is agreed that
                 Tenant's obligations under Articles VIII, XIV, XX, XXV and
                 XXX, and any accrued obligations under Article IV shall
                 survive the expiration or early termination of this Lease.

          J.     Landlord has delivered a copy of this Lease to Tenant for
                 Tenant's review only, and the delivery of it does not
                 constitute an offer to Tenant or an option.  This Lease shall
                 not be effective against any party hereto until an original
                 copy of this Lease has been signed by such party.

          K.     All understandings and agreements previously made between the
                 parties are superseded by this Lease, and neither party is
                 relying upon any warranty, statement or representation not
                 contained in this Lease.  This Lease may be modified only by a
                 written agreement signed by Landlord and Tenant.

          L.     Tenant, within 15 days after request, shall provide Landlord
                 with a current financial statement and such other information
                 as Landlord may reasonably request in order to create a
                 "business profile" of Tenant and determine Tenant's ability to
                 fulfill its obligations under this Lease.  Landlord, however,
                 shall not require Tenant to provide such information unless
                 Landlord is requested to produce the information in connection
                 with a proposed financing or sale of the Building(s) and/or
                 the Project.  Upon written request by Tenant, Landlord shall
                 enter into a commercially reasonable confidentiality agreement
                 covering any confidential information that is disclosed by
                 Tenant.

          M.     This Lease shall be subject to the terms and conditions of
                 (a) Declaration Of Covenants, Conditions And Restrictions Of
                 Shoreline Technology Park ("Declaration") imposing certain
                 covenants, conditions and restrictions on the use

                                      23
<PAGE>

                 and management of Shoreline Technology Park, (b) the Bylaws
                 ("Bylaws") of Shoreline Park Association ("Association"), a
                 California nonprofit mutual benefit corporation charged with
                 the responsibility of managing Shoreline Technology Park in
                 accordance with the Declaration, Articles Of Incorporation of
                 the Association ("Articles") and the Bylaws, and (c) the rules
                 ("Rules") adopted from time to time by the Association in
                 accordance with the Declaration providing for restrictions on
                 the use of Shoreline Technology Park.  The Declaration,
                 Bylaws, Articles and Rules are collectively referred to herein
                 as the "Governing Documents".  Any failure to comply with the
                 Governing Documents shall be a default under the terms of this
                 Lease.

          N.     Except with regard to requests for consent or approval that
                 require Landlord to make a determination of the aesthetics of
                 certain signage, alterations or other things that would be
                 visible from outside the Premises or Buildings or to assume
                 certain risks, including, without limitation, the risk that a
                 certain alteration, addition and/or improvement could
                 adversely affect the mechanical systems or structure of the
                 Buildings or require excess removal costs, Landlord and Tenant
                 agree to act reasonably in granting approval or disapproval of
                 any requests by the other for consent or approval.

XXXII. ENTIRE AGREEMENT.

          This Lease and the following exhibits and attachments constitute the
entire agreement between the parties and supersede all prior agreements and
understandings related to the Premises, including all lease proposals, letters
of intent and other documents: EXHIBIT A-1 (Outline and Location of Premises),
EXHIBIT A-2 (Outline and Location of Project), EXHIBIT A-3 (Outline and Location
of Recreational Area), EXHIBIT B (Rules and Regulations), EXHIBIT C
(Commencement Letter), EXHIBIT D (Work Letter Agreement), EXHIBIT E (Additional
Provisions), EXHIBIT F (Parking Agreement), EXHIBIT G (Form of Letter of Credit)
and EXHIBIT H (Tenant's Trade Fixtures and Equipment).

                                      24
<PAGE>

          Landlord and Tenant have executed this Lease as of the day and year
first above written.


                       LANDLORD:

                       EOP-SHORELINE TECHNOLOGY PARK, L.L.C., A DELAWARE
                       LIMITED LIABILITY COMPANY

                            By:  EOP Operating Limited Partnership, a Delaware
                       limited partnership, its sole member

                                 By:  Equity Office Properties Trust, a
                                      Maryland real estate investment trust,
                                      its managing general partner

                                      By:     /s/ Peter H. Adams
                                              --------------------------------

                                      Name:   Peter H. Adams
                                              --------------------------------

                                      Title:  Senior Vice President
                                              --------------------------------


                       TENANT:

                       INTRABIOTICS PHARMACEUTICALS, INC., A DELAWARE
                       CORPORATION

                       By:       /s/ Kenneth J. Kelley
                                 -----------------------------
                       Name:     Kenneth J. Kelley
                                 -----------------------------
                       Title:    President and CEO
                                 -----------------------------


                       By:       /s/ Sandra J. Wrobel
                                 -----------------------------
                       Name:     Sandra J. Wrobel
                                 -----------------------------
                       Title:    V.P. Corp. Strategy & Finance
                                 -----------------------------

                                      25
<PAGE>

                                   EXHIBIT "A"

Date:

To:  Silicon Valley Bank
     3003 Tasman Drive                  Re:  Standby Letter of Credit
     Santa Clara, CA  95054                  No. SVBF00IS2056 Issued By
     Attn: International Division.           Silicon Valley Bank, Santa Clara
           Standby Letters of Credit         L/C Amount:


Gentlemen:

For value received, the undersigned Beneficiary hereby irrevocably transfers to:

(Name of Transferee)
(Address)

All rights of the undersigned Beneficiary to draw under the above letter of
credit up to its available amount as shown above as of the date of this
transfer.

By this transfer, all rights of the undersigned Beneficiary in such letter of
credit are transferred to the Transferee. Transferee shall have the sole right
as Beneficiary thereof, including sole rights relating to any amendments,
whether increases or extensions or other amendments, and whether now existing or
hereafter made. All amendments are to be advised direct to the Transferee
without necessity of any consent of or notice to the undersigned Beneficiary.

The original of such letter of credit is returned herewith, and we ask you to
endorse the transfer on the reverse thereof, and forward it directly to the
Transferee with your customary Notice of Transfer.

Sincerely,

-----------------------
(Beneficiary's Name)

-----------------------
Signature of Beneficiary

-----------------------
(Name of Bank)

-----------------------
Authorized Signature


<PAGE>


IRREVOCABLE STANDBY LETTER OF CREDIT NO. SVB00IS2056

Date:  February 1, 2000

Beneficiary:
EOP-Shoreline Technology Park, L.L.C.
Two North Riverside Plaza
Suite 2200
Chicago, IL  60606
As "Landlord"

Applicant:
IntraBiotics Pharmaceuticals, Inc.
1255 Terra Bella Ave.
Mountain View, CA  94043
As "Tenant"

Amount:  US$1,000,000.00 (One Million and No/100 U.S. Dollars)

Expiration Date:  May 1, 2001

Location:  At our counters in Santa Clara, California

Dear Sir/Madam:

We hereby establish our irrevocable standby letter of credit No. SVB00IS2056 in
your favor available by your drafts drawn on us at sight and accompanied by the
following documents:

1.   The original of this letter of credit and all amendment(s), if any.

2.   A dated certification signed by an authorized officer of the beneficiary,
     followed by its designated title, stating the following:

     (A)  "This draw in the amount of U.S. $___________ (amount in words) under
          your irrevocable letter of credit number: SVB00IS2056 represents funds
          due and owing to us as a result of the Applicant's failure to comply
          with one or more of the terms of that certain lease by and between
          EOP-Shoreline Technology Park, L.L.C., as Landlord, and IntraBiotics
          Pharmaceuticals, Inc., as Tenant."

Partial draws are allowed. This letter of credit must accompany any drawings
hereunder for endorsement of the drawing amount and will be returned to the
beneficiary unless it is fully utilized.

This letter of credit shall be automatically extended for an additional period
of one year, without amendment, from the present or each future expiration date
but in any event not beyond June 30, 2011 which shall be the final expiration
date of this letter of credit, unless, at least sixty (60) days prior to the
then current expiration date we notify you by registered mail/overnight courier
service at the above address, with a copy of such notice to: Equity Office
Properties Trust, 2


<PAGE>


IRREVOCABLE STANDBY LETTER OF CREDIT NO. SVB00IS2056

Date:  February 1, 2000


North Riverside Plaza, Suite 2200, Chicago, IL 60606, Attention: Senior Vice
President, Treasurer. That this letter of credit will not be extended beyond
the current expiration date. Upon receipt of such notice you may draw your
sight draft drawn on us for the available amount under this standby letter of
credit accompanied by your dated statement signed by one of your authorized
officers, followed by their designated title, certifying the following: "We
are in receipt of your notice that you have elected not to renew your
irrevocable standby letter of credit No.: SVB00IS2056 and Applicant has
failed to provide us with an acceptable substitute irrevocable letter of
credit in accordance with the terms of the above referenced lease."

This letter of credit may only be transferred in its entirety by the issuing
bank upon our receipt of the attached "Exhibit A" duly completed and executed
by the Beneficiary and accompanied by the original letter of credit and all
amendment(s), if any, together with the payment of our transfer fee of 1/4 of
1% of the transfer amount (minimum USD250.00).

Draft(s) and documents must indicate the number and date of this letter of
credit.

Documents must be forwarded to us by overnight delivery service to: Silicon
Valley Bank, 3003 Tasman Drive, Santa Clara, CA 95054, Attn: International
Division.

We hereby agree with the drawers, endorsers and bonafide holders that the drafts
drawn under and in accordance with the terms and conditions of this letter of
credit shall be duly honored upon presentation to the drawee, if negotiated on
or before the expiration date of this credit. We further acknowledge and agree
that upon receipt of the documentation required herein, we will honor your draws
against this irrevocable standby letter of credit without inquiry into the
accuracy of Beneficiary's signed statement and regardless of whether Applicant
disputes the content of such statement.

This letter of credit is subject to the Uniform Customs and Practice for
Documentary Credits (1993 Revision), International Chamber of Commerce,
Publication No. 500.



--------------------------                 --------------------------
Authorized Signature                       Authorized Signature

<PAGE>

                                     EXHIBIT A-1

                          OUTLINE AND LOCATION OF PREMISES

          This Exhibit is attached to and made a part of the Lease dated as of
February 7, 2000, by and between EOP-SHORELINE TECHNOLOGY PARK, L.L.C., A
DELAWARE LIMITED LIABILITY COMPANY ("Landlord") and INTRABIOTICS
PHARMACEUTICALS, INC., A DELAWARE CORPORATION ("Tenant") for space in the
Buildings located at 2011 Stierlin Court and 2021 Stierlin Court, Mountain View,
California.


                                     [MAP]


                                                              EXHIBIT A
                                                              Page 1

<PAGE>

                                    EXHIBIT A-2

                          OUTLINE AND LOCATION OF PROJECT

          This Exhibit is attached to and made a part of the Lease dated as of
February 7, 2000, by and between EOP-SHORELINE TECHNOLOGY PARK, L.L.C., A
DELAWARE LIMITED LIABILITY COMPANY ("Landlord") and INTRABIOTICS
PHARMACEUTICALS, INC., A DELAWARE CORPORATION ("Tenant") for space in the
Buildings located at 2011 Stierlin Court and 2021 Stierlin Court, Mountain View,
California.


                                     [MAP]


                                                              EXHIBIT A
                                                              Page 2


<PAGE>

                                    EXHIBIT A-3

                     OUTLINE AND LOCATION OF RECREATIONAL AREA

          This Exhibit is attached to and made a part of the Lease dated as of
February 7, 2000, by and between EOP-SHORELINE TECHNOLOGY PARK, L.L.C., A
DELAWARE LIMITED LIABILITY COMPANY ("Landlord") and INTRABIOTICS
PHARMACEUTICALS, INC., A DELAWARE CORPORATION ("Tenant") for space in the
Buildings located at 2011 Stierlin Court and 2021 Stierlin Court, Mountain View,
California.


                                     [MAP]


                                                              EXHIBIT A
                                                              Page 3
<PAGE>

                                      EXHIBIT B

                           BUILDING RULES AND REGULATIONS

          The following rules and regulations shall apply, where applicable, to
the Premises, the Building, and the Property.  Capitalized terms have the same
meaning as defined in the Lease.

1.        Sidewalks, doorways, vestibules, halls, stairways and other similar
          areas shall not be obstructed by Tenant or used by Tenant for any
          purpose other than ingress and egress to and from the Premises.  No
          rubbish, litter, trash, or material shall be placed, emptied, or
          thrown in those areas.  At no time shall Tenant permit Tenant's
          employees to loiter in Common Areas or elsewhere about the Buildings,
          Property or Project except in connection with such employees'
          legitimate use of the Common Areas, Buildings, Property and Project
          pursuant to the terms of this Lease.

2.        Plumbing fixtures and appliances shall be used only for the purposes
          for which designed, and no sweepings, rubbish, rags or other
          unsuitable material shall be thrown or placed in the fixtures or
          appliances.  Damage resulting to fixtures or appliances by Tenant, its
          agents, employees or invitees, shall be paid for by Tenant, and
          Landlord shall not be responsible for the damage.

3.        No signs, advertisements or notices shall be painted or affixed to
          windows, doors or other parts of the Buildings or Project, except
          those of such color, size, style and in such places as are first
          approved in writing by Landlord.  All tenant identification and suite
          numbers at the entrance to the Premises shall be installed by
          Landlord, at Tenant's cost and expense, using the standard graphics
          for the Building.

4.        Tenant shall not place any lock(s) on any door in the Premises,
          Buildings or Project without Landlord's prior written consent (which
          consent shall not be unreasonably withheld) and Landlord shall have
          the right to retain at all times and to use keys to all locks within
          and into the Premises.  All keys shall be returned to Landlord at the
          expiration or early termination of this Lease.

5.        Movement in or out of the Buildings and/or the Project of furniture or
          equipment, or, in the event more than one tenant occupies the
          Buildings (other than pursuant to a sublease), dispatch or receipt by
          Tenant of merchandise or materials requiring the use of elevators,
          stairways, lobby areas or loading dock areas, shall be restricted to
          hours designated by Landlord.  In such event, Tenant shall obtain
          Landlord's prior approval by providing a detailed listing of the
          activity.  If approved by Landlord, the activity shall be under the
          reasonable supervision of Landlord and performed in the manner
          reasonably required by Landlord.  Tenant shall assume all risk for
          damage to articles moved and injury to any persons resulting from the
          activity.  If equipment, property, or personnel of Landlord or of any
          other party is damaged or injured as a result of or in connection with
          the activity, Tenant shall be solely liable for any resulting damage
          or loss.

6.        Landlord shall have the right to approve the weight, size, or location
          of heavy equipment or articles in and about the Premises, which
          consent shall not be unreasonably withheld, delayed or conditioned.
          Damage to the Building(s) and/or the Project by the installation,
          maintenance, operation, existence or removal of Tenant's Property
          shall be repaired at Tenant's sole expense.

7.        Corridor doors, when not in use, shall be kept closed.

8.        Tenant shall not:  (1) make or permit any improper, objectionable or
          unpleasant noises or odors in the Building(s) and/or the Project, or
          otherwise interfere in any way with other tenants or persons having
          business in the Project; (2) solicit business or distribute, or cause
          to be distributed, in any portion of the Building(s) and/or the
          Project, handbills, promotional materials or other advertising; or
          (3) conduct or permit other activities in the Buildings and/or the
          Project, that might, in Landlord's sole opinion, constitute a
          nuisance.

9.        No aquariums shall be brought into the Buildings and/or the Project,
          or kept in or about the Premises.

10.       No inflammable, explosive or dangerous fluids or substances shall be
          used or kept by Tenant in the Premises, Buildings, Project or about
          the Property, except for commercially

                                                              EXHIBIT B
                                                              Page 1

<PAGE>

          reasonable quantities of cleaning supplies and office supplies and
          substances utilized by Tenant in connection with its business and
          operation in the Premises, provided that Tenant keeps, maintains,
          stores, removes and disposes of such materials in accordance with
          applicable Laws and any manufacturers' instructions and provided
          further that Landlord has first reviewed and approved (in the
          exercise of its reasonable discretion) in writing the quantities
          and types of substances to be utilized by Tenant.  Notwithstanding
          the foregoing, Tenant shall not, without Landlord's prior written
          consent, spill, remove, release or dispose of, within or about the
          Premises or any other portion of the Property or Project, any
          asbestos-containing materials or any solid, liquid or gaseous
          material now or subsequently considered toxic or hazardous under
          the provisions of 42 U.S.C. Section 9601 et seq. or any other
          applicable environmental Law which may now or later be in effect.
          Tenant shall comply with all Laws pertaining to and governing the
          use of the materials described in this Paragraph 10 by Tenant, and
          shall remain solely liable for the costs of abatement and removal.

11.       Tenant shall not use or occupy the Premises in any manner or for any
          purpose which might injure the reputation or impair the present or
          future value of the Premises, the Buildings or the Project.  Tenant
          shall not use, or permit any part of the Premises to be used, for
          lodging, sleeping or for any illegal purpose.

12.       Tenant shall not take any action which would violate Landlord's labor
          contracts or which would cause a work stoppage, picketing, labor
          disruption or dispute, or interfere with Landlord's or any other
          tenant's or occupant's business or with the rights and privileges of
          any person lawfully in the Buildings or the Project ("Labor
          Disruption").  Tenant shall take the actions necessary to resolve the
          Labor Disruption, and shall have pickets removed and, at the request
          of Landlord, immediately terminate any work in the Premises that gave
          rise to the Labor Disruption, until Landlord gives its written consent
          for the work to resume.  Tenant shall have no claim for damages
          against Landlord or any of the Landlord Related Parties, nor shall the
          Commencement Date of the Term be extended as a result of the above
          actions.

13.       Tenant shall not install, operate or maintain in the Premises or in
          any other area of the Buildings or the Project, electrical equipment
          that would overload the electrical system beyond its capacity for
          proper, efficient and safe operation as determined solely by Landlord.
          Except as otherwise permitted or provided by Article VII and
          Article X.B. of this Lease, Tenant shall not furnish cooling or
          heating to the Premises, including, without limitation, the use of
          electronic or gas heating devices, without Landlord's prior written
          consent.  Tenant shall not use more than its proportionate share of
          telephone lines and other telecommunication facilities available to
          service the Buildings and/or the Project.

14.       Tenant shall not operate or permit to be operated a coin or token
          operated vending machine or similar device (including, without
          limitation, telephones, lockers, toilets, scales, amusement devices
          and machines for sale of beverages, foods, candy, cigarettes and other
          goods), except for machines for the exclusive use of Tenant's
          employees and invitees.

15.       Landlord may from time to time adopt systems and procedures for the
          security and safety of the Buildings, the Project and their occupants,
          entry, use and contents.  Tenant, its agents, employees, contractors,
          guests and invitees shall comply with Landlord's reasonable systems
          and procedures.

16.       Landlord shall have the right to prohibit the use of the name of the
          Buildings and/or the Project or any other publicity by Tenant that in
          Landlord's sole opinion may impair the reputation of the Buildings
          and/or the Project or their desirability.  Upon written notice from
          Landlord, Tenant shall refrain from and discontinue such publicity
          immediately.

17.       Tenant shall not canvass, solicit or peddle in or about the Buildings,
          the Property or the Project.

18.       Neither Tenant nor its agents, employees, contractors, guests or
          invitees shall smoke or permit smoking in the Common Areas, unless the
          Common Areas have been declared a designated smoking area by Landlord,
          nor shall the above parties allow smoke from the Premises to emanate
          into the Common Areas or any other part of the Buildings or the
          Project.  Landlord shall have the right to designate the Buildings
          (including the Premises) and/or the Project as a non-smoking building
          or area.

                                                              EXHIBIT B
                                                              Page 2

<PAGE>

19.       Landlord shall have the right to designate and approve standard window
          coverings for the Premises and to establish rules to assure that the
          Buildings and the Project present a uniform exterior appearance.
          Tenant shall ensure, to the extent reasonably practicable, that window
          coverings are closed on windows in the Premises while they are exposed
          to the direct rays of the sun.

20.       Deliveries to and from the Premises shall be made only at the times,
          in the areas and through the entrances and exits reasonably designated
          by Landlord.  Tenant shall not make deliveries to or from the Premises
          in a manner that might interfere with the use by any other tenant of
          its premises or of the Common Areas, any pedestrian use, or any use
          which is inconsistent with good business practice.





                                                              EXHIBIT B
                                                              Page 3

<PAGE>

                                      EXHIBIT C

                                COMMENCEMENT LETTER
                                     (EXAMPLE)

Date      ______________________

Tenant    ______________________
Address   ______________________
          ______________________
          ______________________

Re:       Commencement Letter with respect to that certain Lease dated as of
          ___________, 2000, by and between EOP-SHORELINE TECHNOLOGY PARK,
          L.L.C., A DELAWARE LIMITED LIABILITY COMPANY, as Landlord, and
          INTRABIOTICS PHARMACEUTICALS, INC., A DELAWARE CORPORATION, as Tenant,
          for 124,032 rentable square feet in the Buildings located at 2011
          Stierlin Court and 2021 Stierlin Court, Mountain View, California.

Dear      __________________:

          In accordance with the terms and conditions of the above referenced
Lease, Tenant accepts possession of the Premises and agrees:

          1.     The Building ___ Commencement Date is
                 ________________________;

          2.     The Termination Date of the Lease is
                 ____________________________.

          Please acknowledge your acceptance of possession and agreement to the
terms set forth above by signing all 3 counterparts of this Commencement Letter
in the space provided and returning 2 fully executed counterparts to my
attention.

Sincerely,

___________________________________
Property Manager

Agreed and Accepted:


          Tenant:______________________

          By:    ______________________
          Name:  ______________________
          Title: ______________________
          Date:  ______________________



                                                              EXHIBIT C
                                                              Page 1

<PAGE>

                                      EXHIBIT D

                                    WORK LETTER

          This Exhibit is attached to and made a part of the Lease dated as of
February 7, 2000, by and between EOP-SHORELINE TECHNOLOGY PARK, L.L.C., A
DELAWARE LIMITED LIABILITY COMPANY ("Landlord") and INTRABIOTICS
PHARMACEUTICALS, INC., A DELAWARE CORPORATION ("Tenant") for space in the
Buildings located at 2011 Stierlin Court and 2021 Stierlin Court, Mountain View,
California.


I.        ALTERATIONS AND ALLOWANCE.

          A.     Tenant, following the delivery of the Premises by Landlord and
                 the full and final execution and delivery of this Lease and
                 all prepaid rental and security deposits required hereunder,
                 shall have the right to perform alterations and improvements
                 in the Premises (the "Initial Alterations").  Notwithstanding
                 the foregoing, Tenant and its contractors shall not have the
                 right to perform Initial Alterations in the Premises unless
                 and until Tenant has complied with all of the terms and
                 conditions of Article IX.C. of this Lease, including, without
                 limitation, approval by Landlord of the final plans for the
                 Initial Alterations and the contractors to be retained by
                 Tenant to perform such Initial Alterations. Tenant shall be
                 responsible for all elements of the design of Tenant's plans
                 (including, without limitation, compliance with law,
                 functionality of design, the structural integrity of the
                 design, the configuration of the premises and the placement of
                 Tenant's furniture, appliances and equipment), and Landlord's
                 approval of Tenant's plans shall in no event relieve Tenant of
                 the responsibility for such design.  Tenant may choose the
                 general contractor that shall perform the Initial Alterations
                 in the Premises, subject to Landlord's approval.  Landlord's
                 approval of the contractors to perform the Initial Alterations
                 shall not be unreasonably withheld.  The parties agree that
                 Landlord's approval of the general contractor to perform the
                 Initial Alterations shall not be considered to be unreasonably
                 withheld if any such general contractor (i) does not have
                 trade references reasonably acceptable to Landlord, (ii) does
                 not maintain insurance as required pursuant to the terms of
                 this Lease, (iii) does not have the ability to be bonded for
                 the work in an amount of no less than $1,000,000.00, (iv) does
                 not provide current financial statements reasonably acceptable
                 to Landlord, or (v) is not licensed as a contractor in the
                 state/municipality in which the Premises is located.  Tenant
                 acknowledges the foregoing is not intended to be an exclusive
                 list of the reasons why Landlord may reasonably withhold its
                 consent to a general contractor.

          B.     Provided Tenant is not in default, Landlord agrees to
                 contribute the sum of $290,880.00 (the "Building 2 Allowance")
                 and $329,280.00 (the "Building 1 Allowance") (collectively,
                 the "Allowance") toward the cost of performing the Initial
                 Alterations in preparation of Tenant's occupancy of the
                 Premises.  The Allowance may only be used for the cost of
                 preparing design and construction documents and mechanical and
                 electrical plans for the Initial Alterations and for hard
                 costs (including, without limitation, payments to contractors,
                 subcontractors, suppliers and consultants) in connection with
                 the Initial Alterations.  The Allowance shall be paid to
                 Tenant or, at Landlord's option, to the order of the general
                 contractor that performs the Initial Alterations, in periodic
                 disbursements within 30 days after receipt of the following
                 documentation: (i)  an application for payment and sworn
                 statement of contractor substantially in the form of AIA
                 Document G-702 covering all work for which disbursement is to
                 be made to a date specified therein; (ii) a certification from
                 an AIA architect substantially in the form of the Architect's
                 Certificate for Payment which is located on AIA Document G702,
                 Application and Certificate of Payment; (iii) Contractor's,
                 subcontractor's and material supplier's waivers of liens which
                 shall cover all Initial Alterations for which disbursement is
                 being requested and all other statements and forms required
                 for compliance with the mechanics' lien laws of the State of
                 California, together with all such invoices, contracts, or
                 other supporting data as Landlord or Landlord's Mortgagee may
                 reasonably require; (iv) a cost breakdown for each trade or
                 subcontractor performing the Initial Alterations; (v) plans
                 and specifications for the Initial Alterations, together with
                 a certificate from an AIA architect that such plans and
                 specifications comply in all material respects with all laws
                 affecting the Building,

                                                              EXHIBIT D
                                                              Page 1

<PAGE>

                 Property and Premises; (vi) copies of all construction
                 contracts for the Initial Alterations, together with copies
                 of all change orders, if any; and (vii) a request to
                 disburse from Tenant containing an approval by Tenant of the
                 work done and a good faith estimate of the cost to complete
                 the Initial Alterations.  Upon completion of the Initial
                 Alterations with respect to Building 2 or Building 1, as the
                 case may be, and prior to final disbursement of the Building
                 2 Allowance or the Building 1 Allowance, as the case may be,
                 Tenant shall furnish Landlord with the following with
                 respect to Building 2 or Building 1, as the case may be: (1)
                 general contractor and architect's completion affidavits,
                 (2) full and final waivers of lien, (3) receipted bills
                 covering all labor and materials expended and used, (4)
                 as-built plans of the Initial Alterations, and (5) the
                 certification of Tenant and its architect that the Initial
                 Alterations have been installed in a good and workmanlike
                 manner in accordance with the approved plans, and in
                 accordance with applicable laws, codes and ordinances.  In
                 no event shall Landlord be required to disburse the
                 Allowance more than one time per month.  If the cost of the
                 Initial Alterations for Building 2 or Building 1, as the
                 case may be, exceeds the Building 2 Allowance or the
                 Building 1 Allowance, respectively, Tenant shall be entitled
                 to the Building 2 Allowance or the Building 1 Allowance, as
                 the case may be, in accordance with the terms hereof, but
                 each individual disbursement of the Building 2 Allowance or
                 the Building 1 Allowance, as the case may be, shall be
                 disbursed in the proportion that the Building 2 Allowance or
                 the Building 1 Allowance, as the case may be, bears to the
                 total cost for the Initial Alterations for Building 2 or
                 Building 1, as the case may be.  Notwithstanding anything
                 herein to the contrary, Landlord shall not be obligated to
                 disburse any portion of the Allowance during the continuance
                 of an uncured default under the Lease, and Landlord's
                 obligation to disburse shall only resume when and if such
                 default is cured.

          C.     In no event shall the Allowance be used for the purchase of
                 equipment, furniture or other items of personal property of
                 Tenant.  In the event Tenant does not use the Building 2
                 Allowance by December 31, 2000, or in the event Tenant does
                 not use the entire Building 1 Allowance by December 31, 2001,
                 any unused amount shall accrue to the sole benefit of
                 Landlord, it being understood that Tenant shall not be
                 entitled to any credit, abatement or other concession in
                 connection therewith.  Tenant shall be responsible for all
                 applicable state sales or use taxes, if any, payable in
                 connection with the Initial Alterations and/or Allowance.

          D.     Tenant agrees to accept the Premises in its "as-is" condition
                 and configuration, it being agreed that Landlord shall not be
                 required to perform any work or, except as provided above with
                 respect to the Allowance, incur any costs in connection with
                 the construction or demolition of any improvements in the
                 Premises.

          E.     This EXHIBIT D shall not be deemed applicable to any
                 additional space added to the original Premises at any time or
                 from time to time, whether by any options under the Lease or
                 otherwise, or to any portion of the original Premises or any
                 additions to the Premises in the event of a renewal or
                 extension of the original Term of this Lease, whether by any
                 options under the Lease or otherwise, unless expressly so
                 provided in the Lease or any amendment or supplement to the
                 Lease.

                                                              EXHIBIT D
                                                              Page 2

<PAGE>



          Landlord and Tenant have executed this Exhibit as of the day and year
first above written.



                           LANDLORD:

                           EOP-SHORELINE TECHNOLOGY PARK, L.L.C., A DELAWARE
                           LIMITED LIABILITY COMPANY

                           By:  EOP Operating Limited Partnership, a
                                Delaware limited partnership, its sole member

                                By:  Equity Office Properties Trust,
                                     a Maryland real estate investment
                                     trust, its managing general partner

                                          By:     /s/ Peter H. Adams
                                                  -----------------------------

                                          Name:   Peter H. Adams
                                                  -----------------------------

                                          Title:  Senior Vice President
                                                  -----------------------------



                           TENANT:

                           INTRABIOTICS PHARMACEUTICALS, INC., A DELAWARE
                           CORPORATION

                           By:       /s/ Kenneth J. Kelley
                                     ------------------------------
                           Name:     Kenneth J. Kelley
                                     ------------------------------
                           Title:    President and CEO
                                     ------------------------------


                           By:       /s/ Sandra J. Wrobel
                                     ------------------------------
                           Name:     Sandra J. Wrobel
                                     ------------------------------
                           Title:    V.P., Corp. Strategy & Finance
                                     ------------------------------




                                                              EXHIBIT D
                                                              Page 3

<PAGE>

                                      EXHIBIT E

                               ADDITIONAL PROVISIONS

          This Exhibit is attached to and made a part of the Lease dated as of
February 7, 2000, by and between EOP-SHORELINE TECHNOLOGY PARK, L.L.C., A
DELAWARE LIMITED LIABILITY COMPANY ("Landlord") and INTRABIOTICS
PHARMACEUTICALS, INC., A DELAWARE CORPORATION ("Tenant") for space in the
Buildings located at 2011 Stierlin Court and 2021 Stierlin Court, Mountain View,
California.


I.        RENEWAL OPTION.

          A.     Tenant shall have the right to extend the Term (the "Renewal
                 Option") for the entire Premises only for one additional
                 period of 5 years commencing on the day following the
                 Termination Date of the initial Term and ending on the 5th
                 anniversary of the Termination Date (the "Renewal Term"), if:

                 1.   Landlord receives notice of exercise of the Renewal
                      Option ("Initial Renewal Notice") not less than 18 full
                      calendar months prior to the expiration of the initial
                      Term and not more than 24 full calendar months prior to
                      the expiration of the initial Term; and

                 2.   Tenant is not in default under the Lease beyond any
                      applicable cure periods at the time that Tenant delivers
                      its Initial Renewal Notice or at the time Tenant delivers
                      its Binding Notice (as hereinafter defined); and

                 3.   No part of the Premises is sublet (other than pursuant to
                      a Permitted Transfer) at the time that Tenant delivers
                      its Initial Renewal Notice or at the time Tenant delivers
                      its Binding Notice; and

                 4.   The Lease has not been assigned (other than pursuant to a
                      Permitted Transfer) prior to the date that Tenant
                      delivers its Initial Renewal Notice or prior to the date
                      Tenant delivers its Binding Notice.

          B.     The initial Base Rent rate per rentable square foot for the
                 Premises during the Renewal Term shall equal the Prevailing
                 Market (hereinafter defined) rate per rentable square foot for
                 the Premises.

          C.     Tenant shall pay Additional Rent (i.e. Expenses and Taxes) for
                 the Premises during the Renewal Term in accordance with
                 Article IV of the Lease.

          D.     Within 30 days after receipt of Tenant's Initial Renewal
                 Notice, Landlord shall advise Tenant of the applicable Base
                 Rent rate for the Premises for the Renewal Term.  Tenant,
                 within 15 days after the date on which Landlord advises Tenant
                 of the applicable Base Rent rate for the Renewal Term, shall
                 either (i) give Landlord final binding written notice
                 ("Binding Notice") of Tenant's exercise of its option, or
                 (ii) if Tenant disagrees with Landlord's determination,
                 provide Landlord with written notice of rejection (the
                 "Rejection Notice").  If Tenant fails to provide Landlord with
                 either a Binding Notice or Rejection Notice within such 15 day
                 period, Tenant's Renewal Option shall be null and void and of
                 no further force and effect.  If Tenant provides Landlord with
                 a Binding Notice, Landlord and Tenant shall enter into the
                 Renewal Amendment upon the terms and conditions set forth
                 herein.  If Tenant provides Landlord with a Rejection Notice,
                 Landlord and Tenant shall work together in good faith to agree
                 upon the Prevailing Market Base Rent rate for the Premises
                 during the Renewal Term.  Upon agreement Tenant shall provide
                 Landlord with Binding Notice and Landlord and Tenant shall
                 enter into the Renewal Amendment in accordance with the terms
                 and conditions hereof.  Notwithstanding the foregoing, if
                 Landlord and Tenant are unable to agree upon the Prevailing
                 Market Base Rent rate for the Premises within 30 days after
                 the date on which Tenant provides Landlord with a Rejection
                 Notice, Tenant may elect to either rescind its intention to
                 renew, or subject the process to binding arbitration.
                 Tenant's election to cause the disagreement to be resolved by
                 arbitration shall be deemed to be its Binding Notice.  If
                 Tenant fails to require arbitration by notice (the
                 "Arbitration Notice") within 3 days of the expiration of the

                                                              EXHIBIT E
                                                              Page 1

<PAGE>

                 30 day period set forth above, Tenant's right to extend the
                 Lease shall be null and void and of no further force and
                 effect.

                 If Tenant provides Landlord with an Arbitration Notice,
                 Landlord and Tenant, within 10 days after the date of the
                 Arbitration Notice, shall each simultaneously submit to the
                 other, in a sealed envelope, its good faith estimate of the
                 Prevailing Market rate (collectively referred to as the
                 "Estimates").  If the higher of such Estimates is not more
                 than 105% of the lower of such Estimates, then Prevailing
                 Market rate shall be the average of the two Estimates.  If the
                 Prevailing Market rate is not resolved by the exchange of
                 Estimates, Landlord and Tenant, within 7 days after the
                 exchange of Estimates, shall each select an appraiser to
                 determine which of the two Estimates most closely reflects the
                 Prevailing Market rate for the Premises during the Renewal
                 Term.  Each appraiser so selected shall be certified as an MAI
                 appraiser or as an ASA appraiser and shall have had at least 5
                 years experience within the previous 10 years as a real estate
                 appraiser working in the Mountain View, California area, with
                 working knowledge of current rental rates and practices.  For
                 purposes of this Lease, an "MAI" appraiser means an individual
                 who holds an MAI designation conferred by, and is an
                 independent member of, the American Institute of Real Estate
                 Appraisers (or its successor organization, or in the event
                 there is no successor organization, the organization and
                 designation most similar), and  an "ASA" appraiser means an
                 individual who holds the Senior Member designation conferred
                 by, and is an independent member of, the American Society of
                 Appraisers (or its successor organization, or, in the event
                 there is no successor organization, the organization and
                 designation most similar). Upon selection, Landlord's and
                 Tenant's appraisers shall work together in good faith to agree
                 upon which of the two Estimates most closely reflects the
                 Prevailing Market rate for the Premises during the Renewal
                 Term.  The Estimate chosen by such appraisers shall be binding
                 on both Landlord and Tenant as the Base Rent rate for the
                 Premises during the Rnewal Term.  If either Landlord or Tenant
                 fails to appoint an appraiser within the seven day period
                 referred to above, the appraiser appointed by the other party
                 shall be the sole appraiser for the purposes hereof. If the
                 two appraisers cannot agree upon which of the two Estimates
                 most closely reflects the Prevailing Market within the 20 days
                 after their appointment, then, within 10 days after the
                 expiration of such 20 day period, the 2 appraisers shall
                 select a third appraiser meeting the aforementioned criteria.
                 Once the third appraiser has been selected as provided for
                 above, then, as soon thereafter as practicable but in any case
                 within 14 days, the third appraiser shall make his
                 determination of which of the two Estimates most closely
                 reflects the Prevailing Market rate and such Estimate shall be
                 binding on both Landlord and Tenant as the Base Rent rate for
                 the Premises during the Renewal Term.  If the third appraiser
                 believes that expert advice would materially assist him, he
                 may retain one or more qualified persons, to provide such
                 expert advice.  The parties shall share equally in the costs
                 of the third appraiser and of any experts retained by the
                 third appraiser.  Any fees of any appraiser, counsel or
                 experts engaged directly by Landlord or Tenant, however, shall
                 be borne by the party retaining such appraiser, counsel or
                 expert.  In the event that the Prevailing Market rate has not
                 been determined by the commencement date of the Renewal Term,
                 Tenant shall pay Base Rent upon the terms and conditions in
                 effect for initial Term until such time as the Prevailing
                 Market rate has been determined.  Upon such determination, the
                 Base Rent for the Premises during the Renewal Term shall be
                 retroactively adjusted to the commencement of the Renewal
                 Term.  If such adjustment results in an underpayment of Base
                 Rent by Tenant, Tenant shall pay Landlord the amount of such
                 underpayment within 30 days after the determination thereof.
                 If such adjustment results in an overpayment of Base Rent by
                 Tenant, Landlord shall credt such overpayment against the next
                 installment of Base Rent due under the Lease and, to the
                 extent necessary, any subsequent installments until the entire
                 amount of such overpayment has been credited against Base
                 Rent.

          E.     If Tenant is entitled to and properly exercises its Renewal
                 Option, Landlord shall prepare an amendment (the "Renewal
                 Amendment") to reflect changes in the Base Rent, Term,
                 Termination Date and other appropriate terms.  The Renewal
                 Amendment shall be:

                                                              EXHIBIT E
                                                              Page 2

<PAGE>


                 1.   sent to Tenant within a reasonable time after receipt of
                      the Binding Notice; and

                 2.   executed by Tenant and returned to Landlord in accordance
                      with Paragraph A.5. above.

                 An otherwise valid exercise of the Renewal Option shall, at
                 Landlord's option, be fully effective whether or not the
                 Renewal Amendment is executed.

          F.     For purpose hereof, "Prevailing Market" shall mean the annual
                 rental rate per rentable square foot under renewal leases and
                 amendments entered into on or about the date on which the
                 Prevailing Market is being determined hereunder for space
                 comparable to the Premises in the Project.  The determination
                 of Prevailing Market shall take into account any material
                 economic differences between the terms of this Lease and any
                 comparison lease, such as rent abatements, construction costs
                 and other concessions and the manner, if any, in which the
                 Landlord under any such lease is reimbursed for operating
                 expenses and taxes.  The determination of Prevailing Market
                 shall also take into consideration any reasonably anticipated
                 changes in the Prevailing Market rate from the time such
                 Prevailing Market rate is being determined and the time such
                 Prevailing Market rate will become effective under this Lease.

          G.     Landlord and Tenant acknowledge and agree that Tenant's
                 Renewal Option is personal to Tenant only and in no event
                 shall Tenant's Renewal Option be assignable or transferable,
                 except in connection with a Permitted Transfer.

II.       CONTINGENCY.  This Lease specifically is contingent upon the
          modification of that certain lease dated April 18, 1985 (the "Prior
          Tenant Lease"), by and between Landlord (as successor by merger to
          Beacon Properties, L.P., the successor in interest to Sparks
          Properties, Inc.), and Silicon Graphics, Inc., a California
          corporation ("Prior Tenant") relating to the Premises.  Landlord
          currently is negotiating the terms of an agreement with Prior Tenant
          to terminate or modify the Prior Tenant Lease (the "Prior Tenant
          Modification Agreement") with respect to the Premises.  If Landlord
          fails to enter into the Prior Tenant Modification Agreement with Prior
          Tenant in form and substance satisfactory to Landlord on or before the
          later of (i) February 12, 2000, or (ii) 5 days following the date this
          Lease, executed by Tenant, together with all prepaid rental and
          security deposits required hereunder, is delivered to Landlord, then
          Landlord may terminate this Lease by providing written notice thereof
          to Tenant.

III.      HAZARDOUS MATERIALS.  Landlord shall indemnify, defend, protect, save,
          hold harmless, and reimburse Tenant, its partners, officers, directors
          and employees for, from and against any and all costs, losses,
          liabilities, damages, assessments, lawsuits, deficiencies, demands,
          claims and expenses incurred in connection with, arising out of,
          resulting from or incident to, the production, use, generation,
          storage, treatment, disposal, discharge, release or other handling or
          disposition of any Hazardous Materials (defined below) on or about the
          Project by Landlord, its officers, employees, agents (in their
          capacity as agents) and/or independent contractors (in their capacity
          as independent contractors), including, without limitation, the
          effects of handling of any Hazardous Materials on any person or
          property within or outside the boundaries of the Project; but
          excluding from the foregoing indemnity, Tenant's negligence or the
          handling by Tenant during Tenant's occupancy of the Premises of any
          Permitted Materials (as hereinafter defined) and/or Hazardous
          Materials on or about the Project at levels which pose a risk to
          persons located on or about the Project, and which prompt the
          initiation of a removal, response, remedial or other action by a
          governmental agency or authority possessing and exercising
          jurisdiction over the Project.  For purposes hereof "Hazardous
          Materials" shall mean any flammable explosives, radioactive materials,
          hazardous wastes, toxic substances, or any related materials or
          substances, including, without limitation, any substance defined as or
          included in the definition of "hazardous substances" under any
          applicable federal, state or local law, regulation or ordinance
          (collectively, "Hazardous Materials").  Tenant shall indemnify,
          defend, protect, save, hold harmless, and reimburse Landlord, its
          partners, officers, directors and employees for, from and against any
          and all costs, losses, liabilities, damages, assessments, lawsuits,
          deficiencies, demands, claims and expenses incurred in connection
          with, arising out of, resulting from or incident to, the production,
          use, generation, storage, treatment, disposal, discharge, release or
          other handling or disposition of any Hazardous Materials

                                                              EXHIBIT E
                                                              Page 3

<PAGE>

          on or about the Project by Tenant, its officers, employees, agents
          and/or independent contractors, including, without limitation, the
          effects of such handling of any Hazardous Materials on any person
          or property within or outside the boundaries of the Project; but
          excluding from the foregoing indemnity, Landlord's negligence or
          the handling by Landlord of any Permitted Materials and/or
          Hazardous Materials on or about the Project at levels which pose a
          risk to persons located on or about the Project, and which prompt
          the initiation of a removal, response, remedial or other action by
          a governmental agency or authority possessing and exercising
          jurisdiction over the Project. Notwithstanding the provisions of
          this section, Tenant and Landlord shall have the right to use,
          generate and store on the Premises and the Building, and transport
          to and from the premises and the Building, those Hazardous
          Materials which are generally used in the ordinary course in first
          class office buildings (collectively, "Permitted Materials");
          provided, however, that Tenant's use, generation, storage and
          transport thereof is in compliance with all applicable federal,
          state and local laws, regulations andordinances and any
          manufacturers' instructions.

IV.       PERMITTED USE.

          A.     Landlord acknowledges that as part of Tenant's operations in
                 the Premises, Tenant shall perform certain medical research
                 work on the following types of animals:  mice, rats, rabbits,
                 guinea pigs and hamsters (the "Permitted Animals").  Tenant
                 shall not perform any research work on any animals (or parts
                 thereof) other than the Permitted Animals, and Tenant shall
                 not permit any animals in the Premises other than the
                 Permitted Animals.  Tenant shall at all times keep and
                 maintain the Permitted Animals utilized by Tenant in
                 accordance with the Lab Standards (as defined in Article IX.A.
                 of the Lease).  All animals brought into the Project shall be
                 transported in accordance with such rules and regulations as
                 Landlord shall reasonably designate.  All animals kept in the
                 Premises shall be caged or restrained at all times. In no
                 event shall Tenant use or occupy the Premises in a manner that
                 would be inconsistent with the character and dignity of the
                 Building or the Project and Landlord may require Tenant to
                 immediately cease any business, procedures, activities or
                 other use which is causing disturbance of, or interference
                 with Landlord's operation and management of the Project or the
                 use and occupancy thereof by any tenant therein.

          B.     Without limiting the limitations imposed by the Permitted Use
                 clause, Tenant shall not use or permit the Premises to be used
                 for any purpose that would allow animal, medical or medicinal
                 odors, fumes or noises to emanate from the Premises.  In the
                 event such odors, fumes or noises do emanate from the
                 Premises, Tenant, at its sole cost and expense, shall be
                 responsible for taking whatever steps are necessary in
                 accordance with all applicable Laws and the terms of this
                 Lease in order to either eliminate such odors, fumes or noises
                 or to keep such odors, fumes or noises from emanating from the
                 Buildings in a manner approved by Landlord.  Such steps may
                 include the installation of an exhaust system or sound
                 proofing in accordance with plans and specifications approved
                 by Landlord.  If Landlord and Tenant are unable to reach an
                 agreement on the course of action Tenant will take to correct
                 the odor or noise problem, as the case may be, within 10 days
                 after the date Landlord first contacts Tenant to inform Tenant
                 of the odor or noise problem, Landlord (in its sole
                 discretion) shall determine the course of action Tenant shall
                 take to correct the odor or noise problem.  Such work to
                 correct the odor or noise problem shall be completed by Tenant
                 within 30 days of the date a determination is made by either
                 Landlord or Landlord and Tenant (as applicable) as to the
                 scope of work Tenant shall perform.

          C.     Tenant agrees to be solely responsible for the disposal of all
                 medical, infectious and hazardous waste (including without
                 limitation, all needles, syringes, bloodbags, bandages and
                 vials) and all animal bodies or parts that are generated in
                 the Tenant's Premises and to indemnify and hold Landlord
                 harmless from and against all liabilities, obligations,
                 damages, penalties, claims, costs, charges and expenses which
                 may be imposed upon, incurred by, or asserted against Landlord
                 in connection with the generation and existence of such
                 medical, infectious and/or hazardous waste (including without
                 limitation, all needles, syringes, bloodbags, bandages and
                 vials) and all animal bodies or parts and the removal thereof
                 from the Premises.  Tenant agrees to comply with all Laws,
                 ordinances,

                                                              EXHIBIT E
                                                              Page 4

<PAGE>

                 orders, rules, and regulations of any governmental
                 or regulatory agency with respect to the generation,
                 existence, removal, storage and disposal of any such medical,
                 infectious and/or hazardous waste (including without
                 limitation, all needles, syringes, bloodbags, bandages and
                 vials) and all animal bodies and parts.

          D.     Tenant agrees to contract with a licensed and insured medical
                 waste disposal vendor acceptable to Landlord for the lawful
                 disposal of all medical, infectious and hazardous waste
                 (including without limitation, all needles, syringes, blood
                 bags, bandages and vials) and all animal bodies and parts that
                 are generated in Tenant's Premises, and to provide a copy of
                 such contract to Landlord.  If vendors are changed, Tenant
                 agrees to notify Landlord of such change prior to the
                 effective date thereof and to provide the appropriate
                 documentation to Landlord.  In no event shall any medical,
                 infectious and/or hazardous waste be placed or stored outside
                 of the Premises, it being agreed that all such materials shall
                 be kept in the Premises until picked up by the approved
                 medical waste disposal vendor.

          E.     Tenant, at Tenant's sole cost and expense, shall obtain and
                 maintain throughout the Term any licenses, permits or zoning
                 approvals required by any governmental body for the conduct of
                 Tenant's business and medical uses with the Premises.

          F.     In the event Tenant's activities in the Project results in any
                 disturbance, disruption of or interference with the business
                 of the Project, including, but not limited to, demonstrations,
                 pickets, boycotts and/or confrontations or disputes on or
                 about the Project opposing or supporting Tenant's activities
                 (a "Use Dispute"), then Tenant shall take all actions
                 necessary to resolve the Use Dispute and to have the
                 demonstrators, picketers or other individuals engaged in the
                 Use Dispute removed from the Project in an expeditious manner.
                 Tenant shall have no claim for damages against Landlord or any
                 of the Landlord Related Parties, as a result of the above
                 actions.

V.        SECURITY SYSTEM.  Tenant shall have the right to install a separate
          security system for the Premises ("Security System") provided that any
          such Security System shall be subject to Landlord's prior review and
          approval of the plans and specifications for such Security System.
          Tenant shall keep and maintain the Security System in good working
          order, condition and repair throughout the Term of this Lease.  The
          installation, maintenance, use and operation of the Security System
          shall comply with all applicable governmental laws, rules, regulations
          and ordinances and the terms of the Lease.  Tenant shall provide
          Landlord with key cards or access codes, as applicable to permit
          Landlord access to the Premises at all times.  Tenant acknowledges and
          agrees that the Tenant's use of the Security System and the
          installation, operation, maintenance and use thereof shall be at
          Tenant's sole risk and Landlord shall have no liability whatsoever in
          connection therewith.  Tenant hereby waives any and all claims against
          Landlord for any damages arising from Tenant's exercise of its rights
          under this Section.  Furthermore, Tenant agrees to indemnify, defend
          and hold Landlord harmless from and against any and all damages,
          losses, claims, liabilities, costs and expenses (including, but not
          limited to, reasonable attorneys' and other professional fees),
          actions or causes of action, or judgments arising in any manner from
          Tenant's installation, operation, use and maintenance of the Security
          System.  At the expiration or earlier termination of the Lease, Tenant
          shall, at Landlord's option, remove the Security System from the
          Premises and restore the Premises to the condition which existed prior
          to the installation of the Security System.

                                                              EXHIBIT E
                                                              Page 5

<PAGE>


          IN WITNESS WHEREOF, Landlord and Tenant have executed this Exhibit as
of the day and year first above written.



                        LANDLORD:

                        EOP-SHORELINE TECHNOLOGY PARK, L.L.C., A DELAWARE
                        LIMITED LIABILITY COMPANY

                        By:  EOP Operating Limited Partnership, a Delaware
                             limited partnership, its sole member

                             By:  Equity Office Properties Trust,
                                  a Maryland real estate investment trust, its
                                  managing general partner

                                       By:    /s/ Peter H. Adams
                                              --------------------------------

                                       Name:  Peter H. Adams
                                              --------------------------------

                                       Title: Senior Vice President
                                              --------------------------------

                        TENANT:

                        INTRABIOTICS PHARMACEUTICALS, INC., A DELAWARE
                        CORPORATION

                        By:       /s/ Kenneth J. Kelley
                                  -------------------------------
                        Name:     Kenneth J. Kelley
                                  -------------------------------
                        Title:    President and CEO
                                  -------------------------------



                        By:       /s/ Sandra J. Wrobel
                                  -------------------------------
                        Name:     Sandra J. Wrobel
                                  -------------------------------
                        Title:    V.P. Corp. Strategy and Finance
                                  -------------------------------




                                                              EXHIBIT E
                                                              Page 6

<PAGE>

                                      EXHIBIT F

                                 PARKING AGREEMENT

          This Exhibit is attached to and made a part of the Lease dated as of
February 7, 2000, by and between EOP-SHORELINE TECHNOLOGY PARK, L.L.C., A
DELAWARE LIMITED LIABILITY COMPANY ("Landlord") and INTRABIOTICS
PHARMACEUTICALS, INC., A DELAWARE CORPORATION ("Tenant") for space in the
Buildings located at 2011 Stierlin Court and 2021 Stierlin Court, Mountain View,
California.

1.        Effective as of the Building 2 Commencement Date, Landlord hereby
          grants to Tenant and persons designated by Tenant a license to use 215
          non-priority parking spaces in the parking areas ("Parking Facility")
          servicing the Buildings.  Effective as of the Building 1 Commencement
          Date, Landlord hereby grants to Tenant and persons designated by
          Tenant a license to use an additional 244 non-priority parking spaces
          in the Parking Facility, so that effective as of the Building 1
          Commencement Date, Tenant and persons designated by Tenant shall have
          a license to use a total of 459 non-priority parking spaces (the
          "Parking Spaces") in the Parking Facility, and shall continue until
          the earlier to occur of the Termination Date under the Lease, the
          sooner termination of the Lease, or Tenant's abandonment of the
          Premises thereunder.  Tenant may, from time to time request additional
          parking spaces, and if Landlord shall provide the same, such parking
          spaces shall be provided and used on a month-to-month basis, and
          otherwise on the foregoing terms and provisions, and at such
          prevailing monthly parking charges as shall be established from time
          to time.

2.        Tenant shall at all times comply with all applicable ordinances,
          rules, regulations, codes, laws, statutes and requirements of all
          federal, state, county and municipal governmental bodies or their
          subdivisions respecting the use of the Parking Facility.  Landlord
          reserves the right to adopt, modify and enforce reasonable rules
          ("Rules") governing the use of the Parking Facility from time to time
          including any key-card, sticker or other identification or entrance
          system and hours of operation.  The rules set forth herein are
          currently in effect.  Landlord may refuse to permit any person who
          violates such rules to park in the Parking Facility, and any violation
          of the rules shall subject the car to removal from the Parking
          Facility.

3.        Unless specified to the contrary above, the parking spaces hereunder
          shall be provided on a non-designated "first-come, first-served"
          basis.  Tenant acknowledges that Landlord has no liability for claims
          arising through acts or omissions of any Operator (as hereinafter
          defined) of the Parking Facility, if any.  Landlord shall have no
          liability whatsoever for any damage to items located in the Parking
          Facility, nor for any personal injuries or death arising out of any
          matter relating to the Parking Facility, and in all events, Tenant
          agrees to look first to its insurance carrier and to require that
          Tenant's employees look first to their respective insurance carriers
          for payment of any losses sustained in connection with any use of the
          Parking Facility.  Tenant hereby waives on behalf of its insurance
          carriers all rights of subrogation against Landlord or Landlord's
          agents.  Landlord reserves the right to assign specific parking
          spaces, and to reserve parking spaces for visitors, small cars,
          handicapped persons and for other tenants, guests of tenants or other
          parties, which assignment and reservation or spaces may be relocated
          as determined by Landlord from time to time, and Tenant and persons
          designated by Tenant hereunder shall not park in any location
          designated for such assigned or reserved parking spaces.  Tenant
          acknowledges that the Parking Facility may be closed entirely or in
          part in order to make repairs or perform maintenance services, or to
          alter, modify, re-stripe or renovate the Parking Facility, or if
          required by casualty, strike, condemnation, act of God, governmental
          law or requirement or other reason beyond the operator's reasonable
          control.

4.        If Tenant shall default under this Parking Agreement, the Landlord or
          the Operator, as the case may be, shall have the right to remove from
          the Parking Facility any vehicles hereunder which shall have been
          involved or shall have been owned or driven by parties involved in
          causing such default, without liability therefor whatsoever.  In
          addition, if Tenant shall default under this Parking Agreement,
          Landlord shall have the right to cancel this Parking Agreement on 10
          days' written notice, unless within such 10 day period, Tenant cures
          such default.  If Tenant defaults with respect to the same term or
          condition under this Parking Agreement more than 3 times during any 12
          month period, and Landlord notifies Tenant thereof promptly after each
          such default, the next default of such term or condition during the
          succeeding 12 month period, shall, at Landlord's election, constitute
          an

                                                              EXHIBIT F
                                                              Page 1

<PAGE>

          incurable default.  Such cancellation right shall be cumulative and
          in addition to any other rights or remedies available to Landlord at
          law or equity, or provided under the Lease (all of which rights and
          remedies under the Lease are hereby incorporated herein, as though
          fully set forth).  Any default by Tenant under the Lease shall be a
          default under this Parking Agreement, and any default under this
          Parking Agreement shall be a default under the Lease.

                                       RULES

          (i)    Tenant shall have access to the Parking Facility on a 24 hour
                 basis, 7 days a week.  Tenant shall not store or permit its
                 employees to store any automobiles in the Parking Facility
                 without the prior written consent of the Landlord.  Except for
                 emergency repairs, Tenant and its employees shall not perform
                 any work on any automobiles while located in the Parking
                 Facility, or on the Property.  If it is necessary for Tenant
                 or its employees to leave an automobile in the Parking
                 Facility overnight, Tenant shall provide the Landlord with
                 prior notice thereof designating the license plate number and
                 model of such automobile.

          (ii)   Cars must be parked entirely within the stall lines painted on
                 the floor, and only small cars may be parked in areas reserved
                 for small cars.

          (iii)  All directional signs and arrows must be observed.

          (iv)   The speed limit shall be 5 miles per hour.

          (v)    Parking spaces reserved for handicapped persons must be used
                 only by vehicles properly designated.

          (vi)   Parking is prohibited in all areas not expressly designated
                 for parking, including without limitation:

                 (a)  Areas not striped for parking
                 (b)  aisles
                 (c)  where "no parking" signs are posted
                 (d)  ramps
                 (e)  loading zones

          (vii)  Parking stickers, key cards or any other devices or forms of
                 identification or entry supplied by the Landlord or the
                 Operator, as the case may be, shall remain the property of the
                 Landlord or the Operator.  Such device must be displayed as
                 requested and may not be mutilated in any manner.  The serial
                 number of the parking identification device may not be
                 obliterated.  Parking passes and devices are not transferable
                 and any pass or device in the possession of an unauthorized
                 holder will be void.

          (viii) Parking Facility managers or attendants are not authorized to
                 make or allow any exceptions to these Rules.

          (ix)   Every parker is required to park and lock his/her own car.

          (x)    Loss or theft of parking pass, identification, key cards or
                 other such devices must be reported to Landlord and to the
                 Parking Facility manager immediately.  Any parking devices
                 reported lost or stolen found on any authorized car will be
                 confiscated and the illegal holder will be subject to
                 prosecution.  Lost or stolen passes and devices found by
                 Tenant or its employees must be reported to the office of the
                 garage immediately.

          (xi)   Washing, waxing, cleaning or servicing of any vehicle by the
                 customer and/or his agents is prohibited.  Parking spaces may
                 be used only for parking automobiles, vans, light trucks and
                 sport utility vehicles.

          (xii)  By signing this Parking Agreement, Tenant agrees to acquaint
                 all persons to whom Tenant assigns a parking pass with these
                 Rules.

                                                              EXHIBIT F
                                                              Page 2

<PAGE>

5.        Landlord may elect to provide parking cards or keys to control access
          to the Parking Facility or surface parking areas, if any.  In such
          event, Landlord shall provide Tenant with one card or key for each
          parking space that Tenant is entitled to hereunder, provided that
          Landlord shall have the right to require Tenant or its employees to
          place a deposit on such access cards or keys and to pay a fee for any
          lost or damaged cards or keys.

6.        Landlord hereby reserves the right to enter into a management
          agreement or lease with an entity for the Parking Facility
          ("Operator").  In such event, Tenant upon request of Landlord, shall
          enter into a parking agreement with the Operator and pay the Operator
          the monthly charge established hereunder, and Landlord shall have no
          liability for claims arising through acts or omissions of the Operator
          unless caused by Landlord's negligence or willful misconduct.  It is
          understood and agreed that the identity of the Operator may change
          from time to time during the Term.  In connection therewith, any
          parking lease or agreement entered into between Tenant and an Operator
          shall be freely assignable by such Operator or any successors thereto.

7.        NO LIABILITY.  TENANT ACKNOWLEDGES AND AGREES THAT, TO THE FULLEST
          EXTENT PERMITTED BY LAW, LANDLORD SHALL NOT BE RESPONSIBLE FOR ANY
          LOSS OR DAMAGE TO TENANT OR TENANT'S PROPERTY (INCLUDING, WITHOUT
          LIMITATIONS, ANY LOSS OR DAMAGE TO TENANT'S AUTOMOBILE OR THE CONTENTS
          THEREOF DUE TO THEFT, VANDALISM OR ACCIDENT) ARISING FROM OR RELATED
          TO TENANT'S USE OF THE PARKING FACILITY OR EXERCISE OF ANY RIGHTS
          UNDER THIS PARKING AGREEMENT, EXCEPT TO THE EXTENT SUCH LOSS OR DAMAGE
          RESULTS FROM LANDLORD'S ACTIVE NEGLIGENCE, NEGLIGENT OMISSION OR
          WILLFUL MISCONDUCT.

8.        Release of Liability.  Without limiting the provisions of Paragraph 8
          above, Tenant hereby voluntarily releases, discharges, waives and
          relinquishes any and all actions or causes of action for personal
          injury or property damage occurring to Tenant arising as a result of
          parking in the Parking Facility, or any activities incidental thereto,
          wherever or however the same may occur, and further agrees that Tenant
          will not prosecute any claim for personal injury or property damage
          against Landlord or any of its officers, agents, servants or employees
          for any said causes of action except to the extent caused by
          Landlord's negligence or willful misconduct.

9.        The provisions of Article XXI of the Lease are hereby incorporated by
          reference as if fully recited.

          Tenant acknowledges that Tenant has read the provisions of this
Parking Agreement, has been fully and completely advised of the potential
dangers incidental to parking in the Parking Facility and is fully aware of the
legal consequences of signing this instrument.

                                                              EXHIBIT F
                                                              Page 3

<PAGE>

          IN WITNESS WHEREOF, Landlord and Tenant have executed this Exhibit as
of the day and year first above written.



                             LANDLORD:

                             EOP-SHORELINE TECHNOLOGY PARK, L.L.C., A DELAWARE
                             LIMITED LIABILITY COMPANY

                             By:  EOP Operating Limited Partnership, a
                                  Delaware limited partnership, its sole member

                                  By:  Equity Office Properties
                                       Trust, a Maryland real estate investment
                                       trust, its managing general partner

                                            By:    /s/ Peter H. Adams
                                                   --------------------------

                                            Name:  Peter H. Adams
                                                   --------------------------

                                            Title: Senior Vice President
                                                   --------------------------


                             TENANT:

                             INTRABIOTICS PHARMACEUTICALS, INC., A DELAWARE
                             CORPORATION

                             By:       /s/ Kenneth J. Kelley
                                       -----------------------------
                             Name:     Kenneth J. Kelley
                                       -----------------------------
                             Title:    President and CEO
                                       -----------------------------



                             By:       /s/ Sandra J. Wrobel
                                       -----------------------------
                             Name:     Sandra J. Wrobel
                                       -----------------------------
                             Title:    V.P. Corp. Strategy & Finance
                                       -----------------------------



                                                              EXHIBIT F
                                                              Page 4

<PAGE>

                                      EXHIBIT G

                              FORM OF LETTER OF CREDIT

          This Exhibit is attached to and made a part of the Lease dated as of
_____________, 2000, by and between EOP-SHORELINE TECHNOLOGY PARK, L.L.C., A
DELAWARE LIMITED LIABILITY COMPANY ("Landlord") and INTRABIOTICS
PHARMACEUTICALS, INC., A DELAWARE CORPORATION ("Tenant") for space in the
Buildings located at 2011 Stierlin Court and 2021 Stierlin Court, Mountain View,
California.


                              ________________________
                          [Name of Financial Institution]

                                             Irrevocable Standby
                                             Letter of Credit
                                             No. ______________________
                                             Issuance Date: _____________
                                             Expiration Date:  ____________
                                             Applicant:__________________

BENEFICIARY

EOP-Shoreline Technology Park, L.L.C., a Delaware limited liability company
Two North Riverside Plaza
Suite 2200
Chicago, Illinois  60606

Ladies/Gentlemen:

          We hereby establish our Irrevocable Standby Letter of Credit in your
favor for the account of the above referenced Applicant in the amount of One
Million Six Hundred Thousand and 00/100 U.S. Dollars ($1,600,000.00) available
for payment at sight by your draft drawn on us when accompanied by the following
documents:

1.        An original copy  of this Irrevocable Standby Letter of Credit.

2.        Beneficiary's dated statement purportedly signed by one of its
          officers reading: "This draw in the amount of ______________________
          U.S. Dollars ($____________) under your Irrevocable Standby Letter of
          Credit No. ____________________ represents funds due and owing to us
          as a result of the Applicant's failure to comply with one or more of
          the terms of that certain lease by and between ______________________,
          as landlord, and _____________, as tenant."

          It is a condition of this Irrevocable Standby Letter of Credit that it
will be considered automatically renewed for a one year period upon the
expiration date set forth above and upon each anniversary of such date, unless
at least sixty (60) days prior to such expiration date or applicable anniversary
thereof, we notify you in writing by certified mail, return receipt requested,
that we elect not to so renew this Irrevocable Standby Letter of Credit.  A copy
of any such notice shall also be sent to:  Equity Office Properties Trust, 2
North Riverside Plaza, Suite 2200, Chicago, IL 60606, Attention: Senior Vice
President-Treasurer.  In addition to the foregoing, we understand and agree that
you shall be entitled to draw upon this Irrevocable Standby Letter of Credit in
accordance with 1 and 2 above in the event that we elect not to renew this
Irrevocable Standby Letter of Credit and, in addition, you provide us with a
dated statement proportedly signed by one of Beneficiary's officers stating that
the Applicant has failed to provide you with an acceptable substitute
irrevocable standby letter of credit in accordance with the terms of the above
referenced lease.  We further acknowledge and agree that:  (a) upon receipt of
the documentation required herein, we will honor your draws against this
Irrevocable Standby Letter of Credit without inquiry into the accuracy of
Beneficiary's signed statement and regardless of whether Applicant disputes the
content of such statement; (b) this Irrevocable Standby Letter of Credit shall
permit partial draws and, in the event you elect to draw upon less than the full
stated amount hereof, the stated amount of this Irrevocable Standby Letter of
Credit shall be automatically reduced by the amount of such partial draw; and
(c) you shall be entitled to assign your interest in this Irrevocable Standby
Letter of Credit from time to time without our approval

                                                              EXHIBIT G
                                                              Page 1

<PAGE>

and without charge.  In the event of an assignment, we reserve the right to
require reasonable evidence of such assignment as a condition to any draw
hereunder.

          This Irrevocable Standby Letter of Credit is subject to the Uniform
Customs and Practice for Documentary Credits (1993 revision) ICC Publication No.
500.

          We hereby engage with you to honor drafts and documents drawn under
and in compliance with the terms of this Irrevocable Standby Letter of Credit.

          All communications to us with respect to this Irrevocable Standby
Letter of Credit must be addressed to our office located at
______________________________________________ to the attention of
__________________________________.

                                             Very truly yours,

                                             ______________________

                                                      [name]
                                             ______________________

                                                      [title]
                                             ______________________





                                                              EXHIBIT G
                                                              Page 2

<PAGE>

                                     EXHIBIT H

                       TENANT'S TRADE FIXTURES AND EQUIPMENT

Items belonging to tenant not deemed real property including but not limited to:

          1.     Water dionization/purification systems
          2.     Facility vacuum system
          3.     Facility clean dry air system
          4.     Telecommunications systems
          5.     Computer network systems
          6.     Waste neutralization and monitoring systems
          7.     Trash compactor system
          8.     Satellite signal receivers/transmitters
          9.     Compressed gas distribution system
          10.    Audio-visual equipment
          11.    Electronic security and monitoring systems
          12.    Back-up and emergency electrical power equipment
          13.    Laboratory casework including fume hoods
          14.    Moveable benches and tables
          15.    Office furniture and equipment
          16.    Bicycle lockers
          17.    Laboratory equipment including autoclaves, glass washers, ice
                 makers, cage washers, dryers, animal cages, environmental
                 chambers
          18.    Kitchen equipment including dishwashers, disposals,
                 refrigerators, freezers, ice makers, cooking equipment
          19.    Fermentation system equipment



                                                              EXHIBIT H
                                                              Page 3