<PAGE>

                                                                   EXHIBIT 10.22

                                         BLDG:   Charleston 1
                LEASE AGREEMENT          OWNER:  500
                                         PROP:  11
                                         UNIT:   201
                                         TENANT:   1103

     THIS LEASE, made this 27th day of January, 1999 between JOHN ARRILLAGA,
Trustee, or his Successor Trustee, UTA dated 7/20/77 (JOHN ARRILLAGA SURVIVOR'S
TRUST) as amended, and RICHARD T. PEERY, Trustee, or his Successor Trustee, UTA
dated 7/20/77 (RICHARD T. PEERY SEPARATE PROPERTY TRUST) as amended, hereinafter
called Landlord, and REPLAY NETWORKS, INC., a California corporation,
hereinafter called Tenant.


                                  WITNESSETH:


     Landlord hereby leases to Tenant and Tenant hereby hires and takes from
Landlord those certain premises (the "Premises") outlined in red on Exhibit "A",
attached hereto and incorporated herein by this reference thereto more
particularly described as follows:

     A portion of that certain 61,000+ square foot, two-story building located
                                     -
at 1945 Charleston Road, Suite 201, Mountain View, California 94043, consisting
of approximately 32,078 + square feet on the first and second floors of the
                        -
building.  Said Premises is more particularly shown within the area outlined in
Red on Exhibit A attached hereto.  The entire parcel, of which the Premises is a
       ---------
part, is shown within the area outlined in Green on Exhibit A attached.  The
                                                    ---------
Premises shall be improved by Landlord as shown on Exhibit B to be attached
                                                ------------
hereto, and is leased on an "as-is" basis, in its present condition, and in the
configuration as shown in Red on Exhibit B to be attached hereto.
                                 ---------

As used herein the Complex shall mean and include all of the land outlined in
Green and described in Exhibit "A", attached hereto, and all of the buildings,
improvements, fixtures and equipment now or hereafter situated on said land.

     Said letting and hiring is upon and subject to the terms, covenants and
conditions hereinafter set forth and Tenant covenants as a material part of the
consideration for this Lease to perform and observe each and all of said terms,
covenants and conditions.  This Lease is made upon the conditions of such
performance and observance.

1.  USE Tenant shall use the Premises only in conformance with applicable
governmental laws, regulations, rules and ordinances for the purpose of general
office, light manufacturing, research and development, and storage and other
uses necessary for Tenant to conduct Tenant's business, provided that such uses
shall be in accordance with all applicable governmental laws and ordinances and
for no other purpose.  Tenant shall not do or permit to be done in or about the
Premises or the Complex nor bring or keep or permit to be brought or kept in or
about the Premises or the Complex anything which is prohibited by or will in any
way increase the existing rate of (or otherwise affect) fire or any insurance
covering the Complex or any part thereof, or any of its contents, or will cause
a cancellation of any insurance covering the Complex or any part thereof, or any
of its contents.  Tenant shall not do or permit to be done anything in, on or
about the Premises or the Complex which will in any way obstruct or interfere
with the rights of other tenants or occupants of the Complex or injure or annoy
them, or use or allow the Premises to be used for any improper, immoral,
unlawful or objectionable purpose, nor shall Tenant cause, maintain or permit
any nuisance in, on or about the Premises or the Complex.  No sale by auction
shall be permitted on the Premises.  Tenant shall not place any loads upon the
floors, walls, or ceiling, which endanger the structure, or place any harmful
<PAGE>

fluids or other materials in the drainage system of the building, or overload
existing electrical or other mechanical systems.  No waste materials or refuse
shall be dumped upon or permitted to remain up on any part of the Premises or
outside of the building in which the Premises are a part, except in trash
containers placed inside exterior enclosures designated by Landlord for that
purpose or inside of the building proper where designated by Landlord.  No
materials, supplies, equipment, finished products or semi-finished products, raw
materials or articles of any nature shall be stored upon or permitted to remain
outside the Premises or on any portion of common area of the Complex.  No
loudspeaker or other device, system or apparatus which can be heard outside the
Premises shall be used in or at the Premises without the prior written consent
of Landlord.  Tenant shall not commit or suffer to be committed any waste in or
upon the Premises.  Tenant shall indemnify, defend and hold Landlord harmless
against any loss, expense, damage, attorneys' fees, or liability arising out of
failure of Tenant to comply with any applicable law.  Tenant shall comply with
any covenant, condition, or restriction ("CC&R's") affecting the Premises.  The
provisions of this paragraph are for the benefit of Landlord only and shall not
be construed to be for the benefit of any tenant or occupant of the Complex.
There are no CC&R's affecting the Premises at the time of Lease execution.  In
the event CC&R's are subsequently implemented, Landlord shall provide a copy of
said CC&R's to Tenant.

2.  TERM *

A.  The term of this Lease shall be for a period of SEVEN (7) years (unless
sooner terminated as hereinafter provided) and, subject to Paragraphs 2(B) and
3, shall commence on the 1st day of March, 1999 and end on the 28th day February
of 2006.

B.  Possession of the Premises shall be deemed tendered and the term of this
    Lease shall commence when the first of the following occurs:

    (a) One day after a Certificate of Occupancy is granted by the proper
governmental agency, or, if the governmental agency having jurisdiction over the
area in which the Premises are situated does not issue certificates of
occupancy, then the same number of days after certification by Landlord's
architect or contractor that Landlord's construction work has been completed; or

    (b) Upon the occupancy of the Premises by any of Tenant's operating
personnel; or

    (c) When the Tenant Improvements have been substantially completed for
        ------------------------------------------------------------------
Tenant's use and occupancy, in accordance and compliance with Exhibit B of this
-------------------------------------------------------------------------------
Lease Agreement; or
---------------- --

    (d) As otherwise agreed in writing.

3.  POSSESSION If Landlord, for any reason whatsoever, cannot deliver possession
of said premises to Tenant at the commencement of the said term, as hereinbefore
specified, this Lease shall not be void or voidable; no obligation of Tenant
shall be affected thereby; nor shall Landlord or Landlord's agents be liable to
Tenant for any loss or damage resulting therefrom: but in that event the
commencement and termination dates of the Lease, and all other dates affected
thereby shall be revised to conform to the date of Landlord's delivery of
possession, as specified in Paragraph 2(b), above.  The above is, however,
subject to the provision that the period of delay, of delivery of the premises
shall not exceed 30 days (however, in no event shall any period of delay exceed
90 days except for delays caused by Tenant) from the commencement date herein
(except those delays caused by Acts of God, strikes, war, utilities,
governmental bodies, weather, unavailable materials, and delays beyond
Landlord's control shall be excluded in calculating such period) in which
instance Tenant, at its option, may, by written notice to Landlord, terminate
this Lease.

*   It is agreed in the event said Lease commences on a date other than the
first day of the month the term of the Lease will be extended to account for the
number of days in the partial month. The Basic Rent during the resulting partial
month will be pro-rated (for the number of days in the partial month) at the
Basic Rent scheduled for the projected commencement date as shown in Paragraph
43.

                                  page 1 of 8
<PAGE>

4.   RENT

     A.   Basic Rent. Tenant agrees to pay to Landlord at such place as Landlord
may designate without deduction, offset, prior notice or demand, and Landlord
agrees to accept as Basic Rent for the leased Premises the total sum of EIGHT
MILLION FOUR HUNDRED EIGHTY ONE THOUSAND TWO HUNDRED THIRTEEN ($ 8,481,213.60)
-------------------------------------------------------------    ------------
Dollars in lawful money of the United States of America, payable as follows:

     SEE PARAGRAPH 43 FOR BASIC RENT SCHEDULE.



     B.   Time for Payment. In the event that the term of this Lease commences
on a date other than the first day of a calendar month, on the date of
commencement of the term hereof Tenant shall pay to Landlord as rent for the
period from such date of commencement to the first day of the next succeeding
calendar month that proportion of the monthly rent hereunder which the number of
days between such date of commencement and the first day of the next succeeding
calendar month bears to thirty (30). In the event that the term of this Lease
for any reason ends on a date other than the last day of a calendar month, on
the first day of the last calendar month of the term hereof Tenant shall pay to
Landlord as rent for the period from said first day of said last calendar month
to and including the last day of the term hereof that proportion of the monthly
rent hereunder which the number of days between said first day of said last
calendar month and the last day of the term hereof bears to thirty (30).

     C.   Late Charge. Notwithstanding any other provision of this Lease, if
Tenant is in default in the payment of rental as set forth in this Paragraph 4
when due, or any part hereof Tenant agrees to pay Landlord. in addition to the
delinquent rental due, a late charge for each rental payment in default ten (10)
days. Said late charge shall equal ten (10%) percent of each rental payment so
in default.

     D.   Additional Rent. Beginning with the commencement date of the term of
this Lease, Tenant shall pay to Landlord in addition to the Basic Rent and as
Additional Rent the following:

     (a)  Tenant's proportionate share of all Taxes relating to the Complex as
set forth in Paragraph 12, and
     (b)  Tenant's proportionate share of all insurance premiums relating to the
Complex, as set forth in Paragraph 15, and
     (c)  Tenant's proportionate share of expenses for the operation,
management, maintenance and repair of the Building (including common areas of
the Building) and Common Areas of the Complex in which the Premises are located
as set forth in Paragraph 7, and
     (d)  All charges, costs and expenses, which Tenant is required to pay
hereunder, together with all interest and penalties, costs and expenses
including attorneys' fees and legal expenses, that my accrue thereto in the
event of Tenant's failure to pay such amounts, and all damages, reasonable costs
and expenses which Landlord my incur by reason of default of Tenant or failure
on Tenant's part to comply with the terms of this Lease. In the event of
nonpayment by Tenant of Additional Rent Landlord shall have all the rights and
remedies with respect thereto as Landlord ha for nonpayment of rent.

The Additional Rent due hereunder shall be paid to Landlord or Landlord's agent
(i) within five days for taxes and insurance and within thirty days for all
other Additional Rent items after presentation of invoice from Landlord or
Landlord's agent setting forth such Additional Rent and/or (ii) at the option of
Landlord, Tenant shall pay to Landlord monthly, in advance, Tenant's prorata
share of an amount estimated by Landlord to be Landlord's approximate average
monthly expenditure for such Additional Rent items, which estimated amount shall
be reconciled within 120 days of the end of each calendar year or more
frequently if Landlord so elects to do so at Landlord's sole and absolute
discretion as compared to Landlord's actual expenditure for said Additional Rent
items, with Tenant paying to Landlord, upon demand, any amount of actual
expenses expended by Landlord in excess of said estimated amount, or Landlord
crediting to Tenant (or if the Lease is terminated, then as a net refund to
Tenant) (providing Tenant is not in default in the performance of any of the
terms, covenants and conditions of this Lease) any amount of estimated payments
made by Tenant in excess of Landlord's actual expenditures for said Additional
Rent items. The respective obligations of Landlord and Tenant under this
paragraph shall survive the expiration or other termination of the term of this
Lease, and if the term hereof shall expire or shall otherwise terminate on a day
other than the last day of a calendar year, the actual Additional Rent incurred
for the calendar year in which the term hereof expires or otherwise terminates
shall be determined and settled on the basis of the statement of actual
Additional Rent for such calendar year and shall be prorated in the proportion
which the number of days in such calendar year preceding such expiration or
termination bears to 365.

     E.   Fixed Management Fee. Beginning with the Commencement Date of the Term
          --------------------
of this Lease, Tenant shall pay to Landlord, in addition to the Basic Rent and
Additional Rent, a fixed monthly management fee ("Management Fee") equal to 3%
of the Basic Rent due for each month during the Lease Term.

     F.   Place of Payment of Rent and Additional Rent. All Basic Rent hereunder
and all payments hereunder for Additional Rent shall be paid to Landlord at the
office of Landlord at Peery/Arrillaqa: File 1504, Box 60000, San Francisco, CA
                      --------------------------------------------------------
94160
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or such other person or to such other place as Landlord may from time to time
designate in writing.

     *G.  Security Deposit. Concurrently with Tenant's execution of this Lease,
Tenant shall deposit with Landlord the sum of TWO HUNDRED THIRTY THOUSAND NINE
                                              --------------------------------
HUNDRED SIXTY ONE AND 60/100 ($ 230,961.60 ) Dollars. Said sum shall be held by
----------------------------   -----------
Landlord as a Security Deposit for the faithful performance by Tenant of all of
the terms, covenants, and conditions of this Lease to be kept and performed by
Tenant during the term hereof. If Tenant defaults with respect to any provision
of this Lease, including, but not limited to, the provisions relating to the
payment of rent and any of the monetary sums due herewith, Landlord may (but
shall not be required to) use, apply or retain all or any part of this Security
Deposit for the payment of any other amount which Landlord may spend by reason
of Tenant's default or to compensate Landlord for any other loss or damage which
Landlord may suffer by reason of Tenant's default. If any portion of said
Deposit is so used or applied, Tenant shall, within ten (10) days after written
demand therefor, deposit cash with Landlord in the amount sufficient to restore
the Security Deposit to its original amount. Tenant's failure to do so shall be
a material breach of this Lease. Landlord shall not be required to keep this
Security Deposit separate from its general funds, and Tenant shall not be
entitled to interest on such Deposit. If Tenant fully and faithfully performs
every provision of this Lease to be performed by it, the Security Deposit or any
balance thereof shall be returned to Tenant (or at Landlord's option, to the
last assignee of Tenant's interest hereunder) at the expiration of the Lease
term and after Tenant has vacated the Premises. In the event of termination of
Landlord's interest in this Lease, Landlord shall transfer said Deposit to
Landlord's successor in interest whereupon Tenant agrees to release Landlord
from liability for the return of such Deposit or the accounting therefor.

5.   RULES AND REGULATIONS AND COMMON AREA  Subject the terms and conditions of
this Lease and such Rules and Regulations as Landlord may from time to time
prescribe, Tenant and Tenant's employees, invitees and customers shall, in
common with other occupants of the Complex in which the Premises are located,
and their respective employees, invitees and customers, and others entitled to
the use thereof, have the non-exclusive right to use the access roads, parking
areas, and facilities provided and designated by Landlord for the general use
and convenience of the occupants of the Complex in which the Premises are
located, which areas and facilities are referred to herein as "Common Area".
This right shall terminate upon the termination of this Lease. Landlord reserves
the right from time to time to make changes in the in the shape, size, location,
amount and extent of Common Area.  Landlord further reserves the right to
promulgate such reasonable rules and regulations relating to the use of the
Common Area, and any part or parts thereof, as Landlord may deem appropriate for
the best interests of the occupants of the Complex. The Rules and Regulations
shall be binding upon Tenant upon delivery of a copy of them to Tenant, and
Tenant shall abide by them and cooperate in their observance.  Such Rules and
Regulations may be amended by Landlord from time to time, with or without
advance notice, and all amendments shall be effective upon delivery of a copy to
Tenant.  Landlord shall not be responsible to Tenant for the non-performance by
any  other tenant or occupant of the Complex of any of said Rules and
Regulations.

     Landlord shall operate, manage and maintain the common Area.  The manner in
which the Common Area shall be maintained and the expenditures for such
maintenance shall be at the discretion of Landlord.

*  $115,480.80 cash due upon Lease execution
   $115,480.80 Promissory Note due February 28, 2000
<PAGE>

6.   PARKING Tenant shall have the right to use with other tenants or occupants
of the Complex 95 parking spaces in the common parking areas of the Complex.
               --
Tenant agrees, that Tenant, Tenant's employees, agents, representatives and/or
invitees shall not use parking spaces in excess of said 95 parking spaces
                                                        --
allocated to Tenant hereunder. Landlord shall have the right, at Landlord's sole
discretion, to specifically designate the location of Tenant's parking spaces
within the common parking areas of the Complex in the event of a dispute among
the tenants occupying the building and/or Complex referred to herein, in which
event Tenant agrees that Tenant, Tenant's employees, agents, representatives
and/or invitees shall not use any parking spaces other than those parking spaces
specifically designated by Landlord for Tenant's use. Said parking spaces, if
specifically designated by Landlord to Tenant, may be relocated by Landlord at
any time. and From time to time. Landlord reserves the right, at Landlord's sole
discretion, to rescind any specific designation of parking spaces, thereby
returning Tenant's parking spaces to the common parking area. Landlord shall
give Tenant written notice of any change in Tenant's parking spaces. Tenant
shall not, at any time, park, or permit to be parked, any trucks or vehicles
adjacent to the loading areas so as to interfere in any way with the use of such
areas, nor shall Tenant at any time park.or permit the parking of Tenant's
trucks or other vehicles or the trucks and vehicles of Tenant's suppliers or
others, in any portion of the common area not designated by Landlord for such
use by Tenant. Tenant shall not park nor permit to be parked, any inoperative
vehicles or equipment on any portion of the common parking area or other common
areas of the Complex, Tenant agrees to assume responsibility for compliance by
its employees with the parking provision contained herein. If Tenant or its
employees park in other then such designated parking areas, then Landlord may
charge Tenant, as an additional charge, and Tenant agrees to pay, ten ($10.00)
Dollars per day for each day or partial day each such vehicle is parked in any
area other than that designated. Tenant hereby authorizes Landlord at Tenant's
sole expense to tow away from the Complex any vehicle belonging to Tenant or
Tenant's employees parked in violation of these provisions, or to attach
violation stickers or notices to such vehicles. Tenant shall use the parking
areas for vehicle parking only, and shall not use the parking areas for storage.

7.   EXPENSES OF OPERATION, MANAGEMENT, AND MAINTENANCE OF THE COMMON AREAS OF
THE COMPLEX AND BUILDING IN WHICH THE PREMISES ARE LOCATED As Additional Rent
and in accordance with Paragraph 4 D of this Lease, Tenant shall pay to Landlord
Tenant's proportionate share (calculated on a square footage or other equitable
basis as calculated by Landlord) of all expenses of operation, management,
maintenance and repair of the Common Areas of the Complex including, but not
limited to, license, permit, and inspection fees; security; utility charges
associated with exterior landscaping and lighting (including water and sewer
charges); all charges incurred in the maintenance and replacement of landscaped
areas, lakes, parking lots and paved areas (including repairs, replacement,
resealing and restriping) sidewalks, driveway's; maintenance, repair and
replacement of all fixtures and electrical, mechanical, and plumbing systems;
structural elements and exterior surfaces of the buildings; salaries and
employee benefits of personnel and payroll taxes applicable thereto; supplies,
materials, equipment and tools; the cost of capital expenditures which have the
effect of reducing operating expenses, provided, however, that in the event
Landlord makes such capital improvements, Landlord may amortize its investment
in said improvements (together with interest at the rate of fifteen (15%)
percent per annum on the unamortized balance) as an operating expense in
accordance with standard accounting practices, provided, that such amortization
is not at a rate greater than the anticipated savings in the operating expenses.
     "Additional Rent" as used herein shall not include Landlord's debt
repayments; interest on charges; expenses directly or indirectly incurred by
Landlord for the benefit of any other tenant; cost for the installation of
partitioning or any other tenant improvements; cost of attracting tenants;
depreciation, interest, or executive salaries
     As Additional Rent and in accordance with paragraph 4 D of this Lease,
Tenant shall pay its proportionate share (calculated on a square footage or
other equitable basis as calculated by Landlord) of the cost of operation
(including common utilities), management, maintenance, and repair of the
building (including common areas such as lobbies, restrooms, janitor's closets,
hallways, elevators, mechanical and telephone rooms, stairwells, entrances,
spaces above the ceilings and janitorization of said common areas) in which the
Premises are located. The maintenance items herein referred to include, but are
not limited to, all windows, window frames, plate glass, glazing,, truck doors,
main plumbing systems of the building (such as water and drain lines, sinks,
toilets, faucets, drains, showers and water fountains), main electrical systems
(such as panels and conduits), heating and airconditioning systems (such as
compressors, fans, air handlers, ducts, boilers, heaters), store fronts, roofs,
downspouts, building common area interiors (such as wall coverings, window
coverings, floor coverings and partitioning), ceilings, building exterior doors,
skylights (if any), automatic fire extinguishing systems, and elevators;
license, permit, and inspection fees; security; salaries and employee benefits
of personnel and payroll taxes applicable thereto; supplies, materials,
equipment and tools; the cost of capital expenditures which have the effect of
reducing operating expenses, provided, however, that in the event Landlord makes
such capital improvements, Landlord may amortize its investment in said
improvements (together with interest at the rate of fifteen (15%) percent per
annum on the unamortized balance) as an operating expense in accordance with
standard accounting practices, provided, that such amortization is not at a rate
greater than the anticipated savings in the operating expenses. Tenant hereby
waives all rights under, and benefits of, subsection 1 of Section 1932 and
Sections 1941 and 1942 of the California Civil Code and under any similar law,
statute or ordinance now or hereafter in effect.

8.   ACCEPTANCE AND SURRENDER OF PREMISES By entry hereunder, Tenant accepts the
Premises as being in good and sanitary order, condition and repair and accepts
the building and improvements included in the Premises in their present
condition and without representation or warranty by Landlord as to the condition
of such building or as to the use or Occupancy which may be made thereof. Any
exceptions to the foregoing must be by written agreement executed by Landlord
and Tenant. Tenant agrees on the last day of the Lease term, or on the sooner
termination of this Lease, to surrender the Premises promptly and peaceably to
Landlord in good condition and repair (damage by Acts of God, fire, normal wear
and tear excepted), with all interior walls painted, or cleaned so that they
appear freshly painted, and repaired and replaced, if damaged; all floors
cleaned and waxed; all carpets cleaned and shampooed; the airconditioning and
heating equipment serviced by a reputable and licensed service firm and in good
operating condition (provided the maintenance of such equipment has been
Tenant's responsibility during the term of this Lease) together with all
alterations, additions, and improvements which may have been made in, to, or on
the Premises (except for those improvements shown on Exhibit B) (except movable
trade fixtures installed at the expense of Tenant) except that Tenant shall
ascertain from Landlord within thirty (30) days before the end of the term of
this Lease whether Landlord desires to have the Premises or any part or parts
thereof restored to their condition and configuration as when the Premises were
delivered to Tenant and if Landlord shall so desire, then Tenant shall restore
said Premises or such part or parts thereof before the end of this Lease at
Tenant's sole cost and expense. Tenant, on or before the end of the term or
sooner termination of this Lease, shall remove all of Tenant's personal property
and trade fixtures from the Premises, and all property not so removed on or
before the end of the term or sooner termination of this Lease shall be deemed
abandoned by Tenant and title to same shall thereupon pass to Landlord without
compensation to Tenant. Landlord may, upon termination of this Lease, remove all
moveable furniture and equipment so abandoned by Tenant, at Tenant's sole cost,
and repair any damage caused by such removal at Tenant's sole cost. If the
Premises be not surrendered at the end of the term or sooner termination of this
Lease, Tenant shall indemnify Landlord against loss or liability resulting from
the delay by Tenant in so surrendering the Premises including, without
limitation, any claims made by any succeeding tenant founded on such delay.
Nothing contained herein shall be construed as an extension of the term hereof
or as a consent of Landlord to any holding over by Tenant. The voluntary or
other surrender of this Lease or the Premises by Tenant or a mutual cancellation
of this Lease shall not work as a merger and, at the option of Landlord, shall
either terminate all or any existing subleases or subtenancies or operate as an
assignment to Landlord of all or any such subleases or subtenancies.

9.   ALTERATIONS AND ADDITIONS Tenant shall not make, or suffer to be made, any
alteration or addition to the Premises, or any part thereof, without the written
consent of Landlord first had and obtained by Tenant (except for those
improvements shown on Exhibit C), but at the cost of Tenant, and any addition
to, or alteration of, the Premises, except moveable furniture and trade
fixtures, shall at once become a part of the Premises and belong to Landlord.
Landlord reserves the right to approve all contractors and mechanics proposed by
Tenant to make such alterations and additions. Tenant shall retain title to all
moveable furniture and trade fixtures placed in the Premises. All heating,
lighting, electricial, airconditioning, floor to ceiling partitioning, drapery,
carpeting, and floor installations made by Tenant, together with all property
that has become an integral part of the Premises, shall not be deemed trade
fixtures. Tenant agrees that it will not proceed to make such alteration or
additions, without having obtained consent from Landlord to do so, and until
five (5) days from the receipt of such consent, in order that Landlord may post
appropriate notices to avoid any liability to contractors or material suppliers
for payment for Tenant's improvements. Tenant will at all times permit such
notices to be posted and to remain posted until the completion of work. Tenant
shall, if required by Landlord, secure at Tenant's own cost and expense, a
completion and lien indemnity bond, satisfactory to Landlord, for such work.
Tenant further covenants and agrees that any mechanic's lien filed against the
Premises or against the Complex for work claimed to have been done for, or
materials claimed to have been furnished to Tenant, will be discharged by
Tenant, by bond or otherwise, within ten (10) days after the filing thereof, at
the cost and expense of Tenant. Any exceptions to the foregoing must be made in
writing and executed by both Landlord and Tenant. See Paragraph 55

10.  TENANT MAINTENANCE Tenant shall, at its sole cost and expense, keep and
maintain the Premises (including appurtenances) and every part thereof in a high
standard of maintenance and repair, and in good and sanitary condition. Tenant's
maintenance and repair responsibilities herein referred to include, but are not
limited to, janitorization, plumbing, systems within the non-common areas of the
Premises (such as water and drain lines, sinks), electrical systems within the
Premises (such as outlets, lighting fixtures, lamps, bulbs, tubes, ballasts),
heating, and airconditioning controls within the Premises (such as mixing boxes,
thermostats, time clocks, supply and return grills), all interior improvements
within the premises including but not limited to: wall coverings, window
coverings, acoustical ceilings, vinyl tile, carpeting, partitioning, doors (both
interior and exterior, including closing mechanisms, latches, locks), and all
other interior improvements of any nature whatsoever. Tenant agrees to provide
carpet shields under all rolling chairs or to otherwise be responsible for wear
and tear of the carpet caused by such rolling chairs if such wear and tear
exceeds that caused by normal foot traffic in surrounding areas. Areas of
excessive wear shall be replaced at Tenant's sole expense upon Lease
termination.
<PAGE>

11.  UTILITIES OF THE BUILDING IN WHICH THE PREMISES ARE LOCATED As Additional
Rent and in accordance with paragraph 4D of this Lease, Tenant shall pay its
proportionate share (calculated on a square footage or other equitable basis as
calculated by Landlord) of the cost of all utility charges such as water, gas,
electricity, telephone, telex and other electronic communications service, sewer
service, waste-pick-up and any other utilities, materials, or services furnished
directly to the building in which the Premises are located, including, without
limitation, any temporary or permanent utility surcharge or other exactions
whether or not hereinafter imposed.
     Landlord shall not be liable for and Tenant shall not be entitled to any
abatement or reduction of rent by reason of any interruption or failure of
utility services to the Premises, when such interruption or failure is caused by
accident, breakage, repair, strikes, lockouts, or other labor disturbances or
labor disputes of any nature, or by any other cause, similar or dissimilar,
beyond the reasonable control of Landlord.
     Provided that Tenant is not in default in the performance or observance of
any of the terms, covenants or conditions of this Lease to be performed or
observed by it, Landlord shall furnish to the Premises between the hours of
8:00AM and 6:00PM. Mondays through Fridays (holidays excepted) and subject to
the rules and regulations of the Complex hereinbefore referred to, reasonable
quantities of water, gas and electricity suitable for the intended use of the
Premises and heat and airconditioning required in Landlord's judgement for the
comfortable use and occupation of the Premises for such purposes. Tenant may,
from time to time, have its staff and equipment operate on a twenty-four (24)
hour-a-day, seven (7) day-a-week schedule, and Tenant shall pay for any extra
utilities used by Tenant. Tenant agrees that at all times it will cooperate
fully with Landlord and abide by all regulations and requirements that Landlord
may prescribe for the proper functioning and protection of the building heating,
ventilating and airconditioning system. Whenever heat generating machines,
equipment, or any other devices (including exhaust fans) are used in the
Premises by Tenant which affect the temperature or otherwise maintained by the
airconditioning system. Landlord shall have the right to install supplementary
airconditioning units in the Premises and the cost thereof, including the cost
of installation and the cost of operation and maintenance thereof, shall be paid
by Tenant to Landlord upon demand by Landlord. Tenant will not, without the
written consent of Landlord. use any apparatus or device in the Premises
(including. without limitation), electronic data processing machines or machines
using current in excess of 110 Volts which will in any way increase the amount
of electricity, gas. water or airconditioning usually furnished or supplied to
premises being used as general office space, or connect with electric current
(except through existing electrical outlets in the Premises), or with gas or
water pipes and apparatus or device for the purposes of using electric current,
gas, or water. If Tenant shall require water, gas, or electric current in excess
of that usually furnished or supplied to premises being used as general office
space. Tenant shall first obtain the written consent of Landlord. which consent
shall not be unreasonably withheld and Landlord may cause an electric current,
gas, or water meter to be installed in the Premises in order to measure the
amount of electric current, gas or water consumed for any such excess use. The
cost of any such meter and of the installation, maintenance and repair thereof,
all charges for such excess water, gas and electric current consumed (as shown
by such meters and at the rates then charged by the furnishing public utility)
and any additional expense incurred by Landlord in keeping account of electric
current, gas or water so consumed shall be paid by Tenant. and Tenant agrees to
pay Landlord therefor promptly upon demand by Landlord.

12.  TAXES A. As Additional Rent and in accordance with Paragraph 4 D of this
Lease, Tenant shall pay to Landlord Tenant's proportionate share of all Real
Property Taxes, which prorata share shall be allocated to the leased Premises by
square footage or other equitable basis, as calculated by Landlord. The term
"Real Property Taxes" as used herein, shall mean (i) all taxes, assessments,
levies and other charges of any kind or nature whatsoever, general and special,
foreseen and unforeseen (including all installments of principal and interest
required to pay any general or special assessments for public improvements and
any increases resulting from reassessments caused by any change in ownership of
the Complex) now or hereafter imposed by any governmental or quasi-governmental
authority or special district having the direct or indirect power to tax or levy
assessments, which are levied or assessed against, or with respect to the value,
occupancy or use of all or any portion of the Complex (as now constructed or as
may at any time hereafter be constructed, altered, or otherwise changed) or
Landlord's interest therein; any improvements located within the Complex
regardless of ownership); the fixtures, equipment and other property of
Landlord. real or personal, that are an integral part of and located in the
Complex; or parking areas, public utilities, or energy within the Complex: (ii)
all charges, levies or taxes imposed by reason of environmental regulation or
other governmental control of the Complex; and (iii) all costs and fees
(including attorneys' fees) incurred by Landlord in contesting any Real Property
Tax and in negotiating with public authorities as to any Real Property Tax. If
at any time during the term of this Lease the taxation or assessment of the
Complex prevailing as of the commencement date of this Lease shall be altered
that in lieu of or in addition to any Real Property Tax described above there
shall be levied, assessed or imposed (whether by reason of a change in the
method of taxation or assessment, creation era new tax or charge, or any other
cause) an alternate or additional tax or charge (i) on the value, use or
occupancy of the Complex or Landlord's interest therein or (ii) on or measured
by the gross receipts, income or rentals from the Complex. on Landlord's
business of leasing the Complex. or computed in any manner with respect to the
operation of the Complex. then any such tax or charge, however designated, shall
be included within the meaning of the term "Real Property Taxes" for purposes of
this Lease. If any Real Property Tax is based upon property or rents unrelated
to the Complex, then only that part of such real Property Tax that is fairly
allocable to the Complex shall be included within the meaning of the term "Real
Property Taxes". Notwithstanding the foregoing, the term "Real Property Taxes"
shall not include estate, inheritance, gift or franchise taxes or City or County
transfer taxes of Landlord or the federal or state net income tax imposed on
Landlord's income from all sources.

     B.   Taxes on Tenant's Property
(a) Tenant shall be liable for and shall pay ten days before delinquency, taxes
levied against any personal property or trade fixtures placed by Tenant in or
about the Premises. If any such taxes on Tenant's personal property or trade
fixtures are levied against Landlord or Landlord's property or if the assessed
value of the Premises is increased by the inclusion therein of a value placed
upon such personal property or trade fixtures of Tenant and if Landlord. after
written notice to Tenant, pays the taxes based on such increased assessment,
which Landlord shall have the right to do regardless of the validity thereof,
but only under proper protest if requested by Tenant. Tenant shall upon demand,
as the case may be, repay to Landlord the taxes so levied against Landlord, or
the proportion of such taxes resulting from such increase in the assessment;
provided that in any such event Tenant shall have the right, in the name of
Landlord and with Landlord's full cooperation, to bring suit in any court of
competent jurisdiction to recover the amount of any such taxes so paid under
protest, and any amount so recovered shall belong to Tenant.
     (b) if the Tenant improvements in the Premises. whether installed, and/or
paid for by Landlord or Tenant and whether or not affixed to the real property
so as to become a part thereof, are assessed for real property tax purposes at a
valuation higher than the valuation at which standard office improvements in
other space in the Complex are assessed, then the real property taxes and
assessments levied against Landlord or the Complex by reason of such excess
assessed valuation shall be deemed to be taxes levied against personal property
of Tenant and shall be governed by the provisions of 12Ba, above. If the records
of the County Assessor are available and sufficiently detailed to serve as a
basis for determining whether said Tenant improvements are assessed at a higher
valuation than standard office improvements in other space in the Complex, such
records shall be binding on both the Landlord and the Tenant. If the records of
the County Assessor are not available or sufficiently detailed to serve as a
basis for making said determination, the actual cost of construction shall be
used.

13.  LIABILITY INSURANCE Tenant at Tenant's expense, agrees to keep in
force during the term of this Lease a policy of commercial general liability
insurance with a combined single limit coverage of not less than Two Million
Dollars ($2,000,000) per occurrence for injuries to or death of persons
occurring in, on or about the Premises or the Complex, and property damage
insurance, certificates of insurance of which shall be furnished to Landlord,
shall name Landlord as additional insurers, and shall insure any liability of
Landlord. contingent or otherwise, as respects acts or omissions of Tenant, its
agents, employees or invitees or otherwise by any conduct or transactions of any
of said persons in or about or concerning the Premises, including any failure of
Tenant to observe or perform any of its obligations hereunder; shall be issued
by an insurance company admitted to transact business in the State of
California; and shall provide that the insurance effected thereby shall not be
canceled, except upon thirty (30) days prior written notice to Landlord. If,
during the term of this Lease, in the considered opinion of Landlord's Lender,
insurance advisor, or counsel, the amount of insurance described in this
paragraph 13 is not adequate. Tenant agrees to increase said coverage to such
reasonable amount as Landlord's Lender, insurance advisor, or counsel shall deem
adequate,

14.  TENANT'S PERSONAL PROPERTY INSURANCE AND WORKMAN'S COMPENSATION INSURANCE
Tenant shall maintain a policy or policies of fire and property damage insurance
in "all risk" form with a sprinkler leakage endorsement insuring the personal
property, inventory, trade fixtures, and leasehold improvements installed by
Tenant within the leased Premises for the full replacement value thereof. The
proceeds from any of such policies shall be used for the repair or replacement
of such items so insured.
     Tenant shall also maintain a policy or policies of workman's compensation
insurance and any other employee benefit insurance sufficient to comply with all
laws.

15.  PROPERTY INSURANCE Landlord shall purchase and keep in force and as
Additional Rent and in accordance with Paragraph 4D of this Lease. Tenant shall
pay to Landlord (or Landlord's agent if so directed by Landlord) Tenant's
proportionate share (calculated on a square footage or other equitable basis as
calculated by Landlord) of the deductibles on insurance claims and the cost of
policy or policies; of insurance covering loss or damage to the Premises and
Complex in the amount of the full replacement value thereof, providing
protection against those perils included within the classification of "all
risks" insurance and flood and/or earthquake insurance, if available, plus a
policy of rental income insurance in the amount of one hundred (100%) percent of
twelve (12) months Basic Rent, plus sums paid as Additional Rent. If such
insurance cost is increased due to Tenant's use of the Premises or the Complex.
Tenant agrees to pay to Landlord the full cost of such increase. Tenant shall
have no interest in nor any right to the proceeds of any insurance procured by
Landlord for the Complex.
  Landlord and Tenant do each hereby respectively release the other, to the
extent of insurance coverage of the releasing party, from any liability for loss
or damage caused by fire or any of the extended coverage casualties included in
the releasing party's insurance policies, irrespective of the cause of such fire
or casualty; provided, however, that if the insurance policy of either releasing
party prohibits such waiver, then this waiver shall not take effect until
consent to such waiver is obtained.  If such waiver is so prohibited, the
insured party affected shall promptly notify the other party thereof.
<PAGE>

16.  INDEMNIFICATION Landlord shall not be liable to Tenant and Tenant hereby
waives all claims against Landlord for any injury to or death of any person or
damage to or destruction of property in or about the Premises or the Complex by
or from any cause whatsoever, including, without limitation, gas, fire, oil,
electricity or leakage of any character from the roof, walls, basement or other
portion of the Premises or the Complex but excluding, however, the willful
misconduct or negligence of Landlord, its agents, servants, employees, invitees,
or contractors of which negligence Landlord has knowledge and reasonable time to
correct. Except as to injury to persons or damage to property to the extent
arising from the willful misconduct or the negligence of Landlord. Tenant shall
hold Landlord harmless from and defend Landlord against any and all expenses,
including reasonable attorneys' fees, in connection therewith, arising out of
any injury to or death of any person or damage to or destruction of property
occurring in, on or about the Premises, or any part thereof, from any cause
whatsoever.

17.  COMPLIANCE Tenant, at its sole cost and expense, shall promptly comply with
all laws, statutes, ordinances and governmental rules regulations or
requirements now or hereafter in effect; with the requirements of any board of
fire underwriters or other similar body now or hereafter constituted; and with
any direction or occupancy certificate issued pursuant to law by any public
officer; provided, however, that no such failure shall be deemed a breach of the
provisions if Tenant, immediately upon notification, commences to remedy or
rectify said failure. The judgment of any court of competent jurisdiction or the
admission of Tenant in any action against Tenant whether Landlord be a party
thereto or not. that Tenant has violated any such law, statute, ordinance or
governmental rule, regulation, requirement, direction or provision, shall be
conclusive of that fact as between Landlord and Tenant. This paragraph shall not
be interpreted as requiring Tenant to make structural changes or improvements,
except to the extent such changes or improvements are required as a result of
Tenant's use of the Premises. Tenant shall, at its sole cost and expense, comply
with any and all requirements pertaining to said Premises. of any insurance
organization or company, necessary for the maintenance or reasonable fire and
public liability insurance covering the Premises.

18.  LIENS Tenant shall keep the Premises and the Complex free from any liens
arising out of any work performed, materials furnished or obligation incurred by
Tenant. In the event that Tenant shall not, within ten (10) days following the
imposition of such lien, cause the same to be released of record. Landlord shall
have, in addition to all other remedies provided herein and by law, the right,
but no obligation, to cause the same to be released by such means as it shall
deem proper, including payment of the claim giving rise to such lien. All sums
paid by Landlord for such purpose, and all expenses incurred by it in connection
therewith, shall be payable to Landlord by Tenant on demand with interest at the
prime rate of interest as quoted by the Bank of America.

19.  ASSIGNMENT AND SUBLETTING Tenant's shall not assign, transfer, or
hypothecate the leasehold estate under this Lease, or any interest therein, and
shall not sublet the Premises, or any part thereof, or any right or privilege
appurtenant thereto, or suffer any other person or entity to occupy or use the
Premises, or any portion thereof, without, in each case, the prior written
consent of Landlord which consent will not be unreasonably withheld. As a
condition for granting this consent to any assignment transfer, or subletting,
Landlord shall require Tenant to pay to Landlord, as Additional Rent, all rents
and/or additional consideration. Tenant from its assignees, transferees, or
subtenants in excess of the Rent payable by Tenant by Tenant to Landlord
hereunder for the assigned, transferred, and/or subleased space. Tenant shall,
by thirty (30) days written notice, advise Landlord of its intent to assign or
transfer Tenant's interest in the Lease or sublet the Premises or any portion
thereof for any part of the term hereof. Within thirty (30) days after receipt
of said written notice, Landlord may, in its sole discretion, elect to terminate
this Lease as to the portion of the Premises described in Tenant's notice on the
date specified in Tenant's notice by giving written notice of such election to
terminate. If no such notice to terminate is given to Tenant within said thirty
(30) day period, Tenant may proceed to locate an acceptable sublessee, assignee,
or other transferee for presentment to Landlord for Landlord's approval, all in
accordance with the terms, covenants, and conditions of this paragraph 19. If
Tenant intends to sublet the entire Premises and Landlord elects to terminate
this Lease, this Lease shall be terminated on the date specified in Tenant's
notice. If, however, this Lease shall terminate pursuant to the foregoing with
respect to less than all the Premises, the rent, as defined and reserved
hereinabove shall be adjusted on a pro rata basis to the number of square feet
retained by Tenant, and this Lease as so amended shall continue in full force
and effect. In the event Tenant is allowed to assign, transfer or sublet the
whole or any part of the Premises, with the prior written consent of Landlord.
no assignee, transferee or subtenant shall assign or transfer this Lease, either
in whole or in part, or sublet the whole or any part of the Premises, without
also having obtained the prior written consent of Landlord. A consent of
Landlord to one assignment, transfer, hypothecation, subletting, occupation or
use by any other person shall not release Tenant from any of Tenant's
obligations hereunder or be deemed to be a consent to any subsequent similar or
dissimilar assignment. transfer, hypothecation, subletting, occupation or use by
any other person. Any such assignment, transfer, hypothecation, subletting,
occupation or use without such consent shall be void and shall constitute a
breach of this Lease by tenant and shall, at the option of Landlord exercised by
written notice to Tenant, terminate this Lease. The leasehold estate under this
Lease shall not, nor shall any interest therein, be assignable for any purpose
by operation of law without the written consent of Landlord. As a condition to
its consent, Landlord shall require Tenant to pay all expenses in connection
with the assignment, and Landlord require Tenant's assignee or as a condition to
its consent, Landlord, require Tenant to transferee (or other assignees or
transferees) to assume in writing all of the obligations under this Lease and
for Tenant to remain liable to Landlord under the Lease.

20.  SUBORDINATION AND MORTGAGES In the event Landlord's title or leasehold
interest is now or hereafter encumbered by a deed of trust, upon the interest
Landlord in the land and buildings in which the demised Premises are located, to
secure a loan from a lender (hereinafter referred to as "Lender") to Landlord.
Tenant shall, at the request of Landlord or Lender, execute in writing an
agreement subordinating its rights under this Lease to the lien of such deed of
trust, or, if so requested, agreeing that the lien of Lender's deed of trust
shall be or remain subject and subordinate to the rights of Tenant under this
Lease. Notwithstanding any such subordination. Tenant's possession under this
Lease shall not be disturbed if Tenant is not in default and as long as Tenant
shall pay all rent and observe and perform all of the provisions set forth in
this Lease.

21.  ENTRY BY LANDLORD Landlord reserves, and shall at all reasonable times
after at least 24 hours notice (except in emergencies) have, the right to enter
the Premises to inspect them; to perform any services to be provided by Landlord
hereunder: to submit the Premises to prospective purchasers, mortgagers or
tenants; to post notices of nonresponsibility; and to alter, improve or repair
the Premises and any portion of the Complex, all without abatement of rent; and
may erect scaffolding and other necessary structures in or through the Premises
where reasonably required by the character of the work to be performed;
provided, however that the business of Tenant shall be interfered with to the
least extent that is reasonably practical. For each of the foregoing purposes,
any entry to the Premises obtained by Landlord by any of said means, or
otherwise, shall not under any circumstances be construed or deemed to be a
forcible or unlawful entry into or a detainer of the Premises or an eviction,
actual or constructive, of Tenant from the Premises or any portion thereof.
Landlord shall also have the right at any time to change the arrangement or
location of entrances or passageways, doors and doorways, and corridors,
elevators, stairs, toilets or other public parts of the Complex and to change
the name. number or designation by which the Complex is commonly known, and none
of the foregoing shall be deemed an actual or constructive eviction of Tenant or
shall entitle Tenant to any reduction of rent hereunder.

22.  BANKRUPTCY AND DEFAULT The commencement of a bankruptcy action or
liquidation action or reorganization action or insolvency action or an
assignment of or by Tenant for the benefit of creditors, or any similar action
undertaken by Tenant. or the insolvency of Tenant. shall, at Landlord's option,
constitute a breach of this Lease by Tenant. If the trustee or receiver
appointed to serve during a bankruptcy, liquidation, reorganization, insolvent)
or similar action elects to reject Tenant's unexpired Lease. the trustee or
receiver shall not (ii), Landlord in writing of its election within thirty (30)
days after an order for relief in a liquidation action or within thirty (30)
days after the commencement of any action.
     Within thirty (30) days after court approval of the assumption of this
Lease, the trustee or receiver shall cure (or provide adequate assurance to the
reasonable satisfaction of Landlord that the trustee or receiver shall cure) any
and all previous defaults under the unexpired Lease and shall compensate
Landlord for all actual pecuniary loss and shall provide adequate assurance of
future performance under said Lease to the reasonable satisfaction of Landlord.
Adequate assurance of future performance, as used herein, includes, but shall
not be limited to: (i) assurance or source and payment of rent, and other
consideration due under this Lease: (ii) assurance that the assumption or
assignment of this Lease will not breach substantially any provision, such as
radius, location, use. or exclusivity provision, in any agreement relating to
the above described Premises.
     Nothing contained in this section shall affect the existing right of
Landlord to refuse to accept an assignment upon commencement of or in connection
with a bankruptcy, liquidation, reorganization or insolvency action or an
assignment of Tenant for the benefit of creditors or other similar act. Nothing
contained in this Lease shall be construed as giving or granting or creating an
equity in the demised Premises to Tenant. In no event shall the leasehold estate
under this Lease, or any interest therein, be assigned by voluntary or
involuntary bankruptcy proceeding without the prior written consent of Landlord.
In no event shall this Lease or any rights or privileges hereunder be an asset
of Tenant under any bankruptcy, insolvency or reorganization proceedings.
     The failure to perform or honor any covenant, condition or representation
made under this Lease shall constitute a default hereunder by Tenant upon
expiration of the appropriate grace period hereinafter provided. Tenant shall
have a period of five (5) days from the date of written notice from Landlord
within which to cure any default in the payment of rental or adjustment thereto.
Tenant shall have a period of thirty (30) days from the date of written notice
from Landlord within which to cure any other default under this Lease. Upon an
uncured default of this Lease by Tenant, Landlord shall have the following
rights and remedies in addition to any other rights or remedies available to
Landlord at lay, or in equity:
     (a) The rights and remedies provided for by California Civil Code Section
1951.2. including but not limited to, recovery of the worth at the time of award
of the amount by which the unpaid rent for the balance of the term after the
time award exceeds the amount of rental loss for the same period that Tenant
proves could be reasonably avoided, as computed pursuant to subsection (b) of
said Section 1951.2. Any proof by Tenant under subparagraphs (2) and (3) of
Section 1951.2 of the California Civil Code of the amount of rental loss that
could be reasonably avoided shall be made in the following manner; Landlord and
Tenant shall each select a licensed real estate broker in the business of
renting property of the same type and use as the Premises and in the same
geographic vicinity. Such two real estate brokers shall select a third licensed
real estate
<PAGE>

broker, and the three licensed real estate brokers so selected shall determine
the amount of the rental loss that could be reasonably avoided from the balance
of the term of this Lease after the time of award. The decision of the majority
of said licensed real estate brokers shall be final and binding upon the parties
hereto.
     (b). The rights and remedies provided by California Civil Code Section
which allows Landlord to continue the Lease in effect and to enforce all of its
rights and remedies under this Lease, including the right to recover rent as it
becomes due, for so long as Landlord does not terminate Tenant's right to
possession acts of maintenance or preservation, efforts to relet the Premises,
or the appointment of a receiver upon Landlord's initiative to protect its
interest under this Lease shall not constitute a termination of Tenant's right
to possession.
     (c). The right to terminate this Lease by giving notice to Tenant in
accordance with applicable law.
     (d). To the extent permitted by law, the right and power, to enter the
Premises and remove therefrom all persons and property, to store such property
in a public warehouse or elsewhere at the cost of and for the account of Tenant,
and to sell such property and apply such proceeds therefrom pursuant to
applicable California law. Landlord, may from time to time sublet the Premises
or any part thereof for such term or terms (which may extend beyond the term of
this Lease) and at such rent and such other terms as Landlord in its sole
discretion may deem advisable, with the right to make alterations and repairs to
the Premises. Upon each subletting, (i) Tenant shall be immediately liable to
pay Landlord, in addition to indebtedness other than rent due hereunder, the
cost of such subletting, including, but not limited to, reasonable attorneys'
fees, and any real estate commissions actually paid, and the cost of such
alterations and repairs incurred by Landlord and the amount, if any, by which
the rent hereunder for the period of such subletting (to the extent such period
does not exceed the term hereof) exceeds the amount to be paid as rent for the
Premises for such period or (ii) at the option of Landlord, rents received from
such subletting shall be applied first to payment of indebtedness other than
rent due hereunder from Tenant to Landlord; second, to the payment of any costs
of such subletting and of such alterations and repairs; third to payment of rent
due and unpaid hereunder; anti the residue, if any, shall be held by Landlord
and applied in payment of future rent as the same becomes due hereunder. If
Tenant has been credited with any rent to be received by such subletting under
option (i) and such rent shall not be promptly paid to Landlord by the
subtenant(s), or if such rentals received from such subletting under option (ii)
during any month be less than that to be paid during that month by Tenant
hereunder. Tenant shall pay any such deficiency to Landlord. Such deficiency
shall be calculated and paid monthly. For all purposes set forth in this
subparagraph d. No taking possession of the Premises by Landlord, shall be
construed as an election on its part to terminate this Lease unless a written
notice of such intention be given to Tenant. Notwithstanding any such subletting
without termination. Landlord may at any time hereafter elect to terminate this
Lease for such previous breach.
     (e). The right to have a receiver appointed for Tenant upon application by
Landlord, to take possession of the Premises and to apply any rental collected
from the Premises and to exercise all other rights and remedies granted to
Landlord pursuant to subparagraph d, above.
See Paragraph 50
23.  ABANDONMENT Tenant shall not vacate or abandon the Premises at any time
during the term of this Lease and is Tenant shall abandon, vacate or surrender
said Premises, or be dispossessed by the process of law, or otherwise, any
personal Property belonging to Tenant and left on the Premises shall be deemed
to be abandoned, at the option of Landlord, except such property as may be
mortgaged to Landlord.      See Paragraph 51

24.  DESTRUCTION In the event the Premises are destroyed in whole or in part
from any cause, except for routine maintenance and repairs and incidental damage
and destruction caused from vandalism and accidents for which Tenant is
responsible for under Paragraph 10. Landlord may, at its option:
     (a)  Rebuild or restore the Premises to their condition prior to the damage
or destruction, or
     (b)  Terminate this Lease. (providing that the Premises is damaged to the
extent of 33 1/3% of the replacement cost)
     If Landlord does not give Tenant notice in writing within thirty (30) days
from the destruction of the Premises of its election to either rebuild and
restore them, or to terminate this Lease. Landlord shall be deemed to have
elected to rebuild or restore them, in which event Landlord agrees, at its
expense, promptly to rebuild or restore the Premises to their original condition
prior to the damage or destruction. Tenant shall be entitled to a reduction in
rent while such repair is being made in the proportion that the area of the
Premises rendered untenantable by such damage bears to the total area of the
Premises. If Landlord initially estimates that the rebuilding or restoration
will exceed 180 days or if Landlord does not complete the rebuilding or
restoration within one hundred eighty (180) days following the date of
destruction (such period of time to be extended for delays caused by the fault
or neglect of Tenant or because of Acts of God, acts of public agencies, labor
disputes, strikes, fires, freight embargoes, rainy or stormy weather, inability
to obtain materials, supplies or fuels, acts of contractors or subcontractors,
or delay of the contractors or subcontractors due to such causes or other
contingencies beyond the control of Landlord), then Tenant shall have the right
to terminate this Lease by giving fifteen (15) days prior written notice to
Landlord. Notwithstanding anything herein to the contrary, Landlord's obligation
to rebuild or restore shall be limited to the building and interior improvements
constructed by Landlord as they existed as of the commencement date of the Lease
and shall not include restoration of Tenant's trade fixtures, equipment,
merchandise, or any improvements, alterations or additions made by Tenant to the
Premises, which Tenant shall forthwith replace or fully repair at Tenant's sole
cost and expense provided this Lease is not cancelled according to the
provisions above.
     Unless this Lease is terminated pursuant to the foregoing provisions, this
Lease shall remain in full force and effect. Tenant hereby expressly waives the
provisions of Section 1932, Subdivision 2. in Section 1933, Subdivision 4 of the
California Civil Code.
     In the event that the building in which the Premises are situated is
damaged or destroyed to the extent of not less than 33 1/3% of the replacement
cost thereof, Landlord may elect to terminate this Lease whether the Premises be
injures or not. Notwithstanding anything to the contrary herein, Landlord may
terminate this Lease in the event of an uninsured event to if insurance proceeds
are insufficient to cover 100% of the rebuilding costs net of the deductible;
provided, however, Tenant shall have the right to elect, in its discretion. To
contribute such excess funds (within 10 days of Tenant's receipt of an invoice
from Landlord) to permit Landlord to repair the Premises.

25.  EMINENT DOMAIN If all or any part of the Premises shall be taken by any
public or quasi-public authority under the power of eminent domain or conveyance
in lieu thereof, this Lease shall terminate as to any portion of the Premises so
taken or conveyed on the date when title vests in the condemner, and Landlord
shall be entitled to any and all payment, income, rent, award, or any interest
therein whatsoever which may be paid or made in connection with such taking or
conveyance, and Tenant shall have no claim against Landlord or otherwise for the
value of any unexpired term of this Lease. Notwithstanding the foregoing
paragraph, any compensation specifically awarded Tenant for loss of business,
Tenant's personal property, moving cost or loss of goodwill, shall be and remain
the property of Tenant.
     If (i) any action or proceeding is commenced for such taking of the
Premises or any part thereof, or if Landlord is advised in writing by any entity
or body having the right or power of condemnation of its intention to condemn
the premises or any portion thereof, or (ii) any of the foregoing events occur
with respect to the taking of any space in the Complex not leased hereby, or if
any such spaces so taken or conveyed in lieu of such taking and Landlord shall
decide to discontinue the use and operation of the Complex, or decide to
demolish, alter or rebuild the Complex, then, in any of such events Landlord
shall have the right to terminate this Lease by giving Tenant written notice
thereof within sixty (60) days of the date of receipt of said written advice, or
commencement of said action or proceeding, or taking conveyance, which
termination shall take place as of the first to occur of the last day of the
calendar month next following the month in which such notice is given or the
date on which title to the Premises shall vest in the condemnor.
     In the event of such a partial taking or conveyance of the Premises, if the
portion of the Premises taken or conveyed is so substantial that the Tenant can
no longer reasonably conduct its business, Tenant shall have the privilege of
terminating this Lease within sixty (60) days from the date of such taking or
conveyance, upon written notice to Landlord of its intention so to do, and upon
giving of such notice this Lease shall terminate on the last day of the calendar
month next following the month in which such notice is given, upon payment by
Tenant of the rent from the date of such taking or conveyance to the date of
termination.
     If a portion of the Premises be taken by condemnation or conveyance in lieu
thereof and neither Landlord nor Tenant shall terminate this Lease as provided
herein, this Lease shall continue in full force and effect as to the part of the
Premises not so taken or conveyed, and the rent herein shall be apportioned as
of the date of such taking or conveyance so that thereafter the rent to be paid
by Tenant shall be in the ratio that the area of the portion of the Premises not
so taken or conveyed bears to the total area of the Premises prior to such
taking.

26.  SALE OR CONVEYANCE BY LANDLORD In the event of a sale or conveyance of the
Complex or any interest therein, by any owner of the reversion then constituting
Landlord, the transferor shall thereby be released from any further liability
upon any of the terms, covenants or conditions (express or implied) herein
contained in favor of Tenant, and in such event, insofar as such transfer is
concerned, Tenant agrees to look  solely to the responsibility of the successor
in interest of such transferor in and to the Complex and this Lease. This Lease
shall not be affected by any such sale or conveyance, and Tenant agrees to
attorn to the successor in interest of such transferor.
See Paragraph 53
27.  ATTORNMENT TO LENDER OR THIRD PARTY In the event the interest of Landlord
in the land and buildings in whi.ch the leased Premises are located (whether
such interest of Landlord is a fee title interest or a leasehold interest ) is
encumbered by deed of trust, and such interest is acquired by the lender or any
third party through judicial foreclosure or by exercise era power of sale at
private trustee's foreclosure sale, Tenant hereby agrees to attorn to the
purchaser at any such foreclosure sale and to recognize such purchaser as the
Landlord under this Lease. In the event the lien of the deed of trust securing
the loan from a Lender to Landlord is prior and paramount to the Lease, this
Lease shall nonetheless continue in full force and effect for the remainder of
the unexpired term hereof, at the same rental herein reserved and upon all the
other terms, conditions and covenants herein contained.

28.  HOLDING OVER Any holding over by Tenant after expiration or other
termination of the term of this Lease with the written consent of Landlord
delivered to Tenant shall not constitute a renewal or extension of the Lease or
give Tenant any rights in or to the leased Premises except as expressly provided
in this Lease. Any holding over after the expiration or other termination of the
term of this Lease, with the consent of Landlord. shall be construed to be a
tenancy from month to month on the same terms and conditions herein specified
insofar as applicable except that the monthly Basic Rent shall be increased to
an amount equal to on hundred fifty (150%) percent of the monthly Basic Rent
required during the last month of the Lease term.
<PAGE>

29.  CERTIFICATE OF ESTOPPEL Tenant shall at any time upon not less than ten
(10) days' prior written notice from Landlord execute, acknowledge and deliver
to Landlord a statement in writing (i) certifying that this Lease is unmodified
and in full force and effect (or, if modified, stating the nature of such
modification and certifying that this Lease, as so modified, is in full force
and effect and the date to which the rent and other charges are paid in advance,
if any, and (ii) acknowledging that there are not, to Tenant's knowledge, any
uncured defaults on the part of Landlord hereunder, or specifying such defaults,
if any, are claimed. Any such statement may be conclusively relied upon by any
prospective purchaser or encumbrancer of the Premises. Tenant's failure to
deliver such statement within such time shall be conclusive upon Tenant that
this Lease is in full three and effect, without modification except as may be
represented by Landlord; that there are no uncured defaults in Landlord's
performance, and that not more than one month's rent has been paid in advance.

30.  CONSTRUCTION CHANGES It is understood that the description of the Premises
and the location of ductwork, plumbing and other facilities therein are subject
to such minor changes as Landlord or Landlord's architect determines to be
desirable in the course of construction of the Premises, and no such changes, or
any changes in plans for any other portions of the Complex shall affect this
Lease or entitle Tenant to any reduction of rent hereunder or result in any
liability of Landlord to Tenant. Landlord does not guarantee the accuracy of any
drawings supplied to Tenant and verification of the accuracy of such drawings
rests with Tenant.

31.  RIGHT OF LANDLORD TO PERFORM All terms covenants and conditions of this
Lease to be Performed or observed by Tenant shall be performed or observed by
Tenant at Tenant's sole cost and expense and without any reduction of rent. If
Tenant shall fail to pay any sum of money, or other rent, required to be paid by
it hereunder or shall fail to perform any other term or covenant hereunder on
its part to be performed, and such failure shall continue for thirty (30) days
after written notice thereof by Landlord, Landlord, without waiving or releasing
Tenant from any obligation of Tenant hereunder, may. but shall not be obligated
to, make any such payment or perform any such other term or covenant on Tenant's
part to be performed. All sums so paid by Landlord and all necessary costs of
such performance by Landlord together with interest thereon at the rate of the
prime rate of interest per annum as quoted by the Bank of America from the date
of such payment or performance by Landlord. shall be paid tend Tenant covenants
to make such payment) to Landlord on demand by Landlord, and Landlord shall have
(in addition to any other right or remedy of Landlord l the same rights and
remedies in the event of nonpayment by Tenant as in the case of failure by
Tenant in the payment of rent hereunder.

32.  ATTORNEYS' FEES
     (A)  In the event that Landlord should bring suit for the possession of the
Premises, for the recovery of any sum due under this Lease. or because of the
breach of any provision of this Lease, or for any other relief against the other
party hereunder, then all costs and expenses, including reasonable attorneys'
fees incurred by the prevailing party therein shall be paid by the other party,
which obligation on the part of the other party shall be deemed to have accrued
on the date of the commencement of such action and shall be enforceable whether
or not the action is prosecuted to judgement.
     (B)  Should Landlord be named as a defendant in any suit brought against
Tenant in connection with or arising out of Tenant's occupancy hereunder. Tenant
shall pay to Landlord its costs and expenses incurred in such suit, including a
reasonable attorney's fee.

33.  WAIVER The waiver by either party of the other party's failure to perform
or observe any term, covenant or condition herein contained to be performed or
observed by such waiving party shall not be deemed to be a waiver of such term.
covenant or condition or of any subsequent failure of the party failing to
perform or observe the same or any other such term, covenant or condition
therein contained, and no custom or practice which may develop between the
parties hereto during the term hereof shall be deemed a waiver of, or in any way
affect, the right of either party to insist upon performance and observance by
the other party in strict accordance with the terms hereof.

34.  NOTICES All notices, demands, requests, advices or designations which may
be or are required to be given by either party to the other hereunder shall be
in writing. All notices, demands, requests, advices or designations by Landlord
to Tenant shall be sufficiently given, made or delivered if personally served on
Tenant by leaving the same at the Premises or if sent by United States certified
or registered mail, postage prepaid, addressed to Tenant at the Premises. All
notices demands, requests, advices or designations by Tenant to Landlord shall
be sent by United States certified or registered mail, postage prepaid,
addressed to Landlord at its offices at Peery/Arrillaga, 2560 Mission College
                                        -------------------------------------
Blvd., Suite 101, Santa Clara, CA 95054.  Each notice, request, demand, advice
---------------------------------------
or designation referred to in this paragraph shall be deemed received on the
date or the personal service for mailing thereof in the manner herein provided,
as the case may be.

35.  EXAMINATION OF LEASE Submission of this instrument for examination or
signature by Tenant does not constitute a reservation of or option for a lease,
and this instrument is not effective as a lease or otherwise until its execution
and delivery by both Landlord and Tenant.

36.  DEFAULT BY LANDLORD Landlord shall not be in default unless Landlord fails
to perform obligations required of Landlord within a reasonable time, but in no
event earlier than thirty (30) days after written notice by Tenant to Landlord
and to the holder of any first mortgage or deed of trust covering the Premises
whose name and address shall have heretofore been furnished to Tenant in
writing, specifying wherein Landlord has failed to perform such obligations;
provided, however, that if the nature of Landlord's obligations is such that
more than thirty (30) days are required for performance, then Landlord shall not
be in default if Landlord commences performance within such thirty (30) day
period and thereafter diligently prosecutes the same to completion.

37.  CORPORATE AUTHORITY If Tenant is a corporation. (or a partnership) each
individual executing this Lease on behalf of said corporation (or partnership)
represents and warrants that he is duly authorized to execute and deliver this
Lease on behalf of said corporation (or partnership) in accordance with the by-
laws of said corporation (or partnership in accordance with the partnership
agreement) and that this Lease is binding upon said corporation (or partnership)
in accordance with its terms. If Tenant is a corporation, Tenant shall, within
thirty (30) days after execution of this Lease, deliver to Landlord a certified
copy of the resolution of the Board of Directors of said corporation authorizing
or ratifying the execution of this Lease.

39.  LIMITATION OF LIABILITY In consideration of the benefits accruing
hereunder, Tenant and all successors and assigns covenant and agree that, in the
event of any actual or alleged failure, breach or default hereunder by Landlord:
     (i)    the sole and exclusive remedy shall be against Landlord's interest
in the Premises leased herein;
     (ii)   no partner of Landlord shall be sued or named as a party in any suit
or action (except as may be necessary to secure jurisdiction of the partnership)
     (iii)  no service of process shall be made against any partner of Landlord
(except as may be necessary to secure jurisdiction of the partnership)
     (iv)   no partner of Landlord shall be required to answer or otherwise
plead to any service of process;
     (v)    no judgment will be taken against any partner of Landlord;
     (vi)   any judgment taken against any partner of Landlord may be vacated
and set aside at any time without hearing;
     (vii)  no writ of execution will ever be levied against the assets of any
partner of Landlord;
     (viii) these covenants and agreements are enforceable both by Landlord and
also by any partner of Landlord,
     Tenant agrees that each of the foregoing covenants and agreements shall be
applicable to any covenant or agreement either expressly contained in this Lease
or imposed by statute or at common law.
<PAGE>

40.  MISCELLANEOUS AND GENERAL PROVISIONS
     a. Tenant shall not, without the written consent of Landlord, use the name
of the building for any purpose other than as the address of the business
conducted by Tenant in the Premises.

     b. This Lease shall in all respects be governed by and construed in
accordance with the laws of the State of California. If any provision of this
Lease shall be invalid, unenforceable or ineffective for any reason whatsoever,
all other provisions hereof shall be and remain in full force and effect.

     c. The term "Premises" includes the space leased hereby and any
improvements now or hereafter installed therein or attached thereto. The term
"Landlord" or any pronoun used in place thereof includes the plural as well as
the singular and the successors and assigns of Landlord. The term "Tenant" or
any pronoun used in place thereof includes the plural as well as the singular
and individuals, firms, associations, partnerships and corporations, and their
and each of their respective heirs, executors, administrators, successors and
permitted assigns, according to the context hereof, and the provisions of this
Lease shall inure to the benefit of and bind such heirs, executors,
administrators, successors and permitted assigns.
     The term "person" includes the plural as well as the singular and
individuals, firms, associations, partnerships and corporations. Words used in
any gender include other genders. If there be more than one Tenant the
obligations of Tenant hereunder are joint and several. The paragraph headings of
this Lease are for convenience of reference only and shall have no effect upon
the construction or interpretation of any provision hereof.

     d. Time is of the essence of this Lease and of each and all of its
provisions.

     e. At the expiration or earlier termination of this Lease, Tenant shall
execute, acknowledge and deliver to Landlord. within ten (10) days after written
demand from Landlord to Tenant. any quitclaim deed or other document required by
any reputable title company, licensed to operate in the State of California, to
remove the cloud or encumbrance created by this Lease from the real property of
which Tenant's Premises are a part.

     f. This instrument along with any exhibits and attachments hereto
constitutes the entire agreement between Landlord and Tenant relative to the
Premises and this agreement and the exhibits and attachments may be altered,
amended or revoked only by an instrument in writing signed by both Landlord and
Tenant. Landlord and Tenant agree hereby that all prior or contemporaneous oral
agreements between and among themselves and their agents or representatives
relative to the leasing of the Premises are merged in or revoked by this
agreement.

     g. Neither Landlord nor Tenant shall record this Lease or a short form
memorandum hereof without the consent of the other.

     h. Tenant further agrees to execute any amendments required by a lender to
enable Landlord to obtain financing, so long as Tenant's rights hereunder are
not substantially affected.

     i. Paragraphs 43 through 56 are added hereto and are included as a part or
                  ----       ----
this lease.

     j. Clauses, plats and riders, if any, signed by Landlord and Tenant and
endorsed on or affixed to this Lease are a part hereof.

     k. Tenant covenants and agrees that no diminution or shutting off of light,
air or view by any structure which may be hereafter erected (whether or not by
Landlord) shall in any way affect his Lease, entitle Tenant to any reduction of
rent hereunder or result in any liability of Landlord to Tenant.

41.  BROKERS Tenant warrants that it had dealings with only the following real
estate brokers or agents in connection with the negotiation of this Lease: none
                                                                           ----

-------------------------------------------------------------------------------
and that it knows of no other real estate broker or agent who is entitled to a
commission in connection with this Lease.

42.  SIGNS No sign. placard, picture, advertisement, name or notice shall be
inscribed, displayed or printed or affixed on or to any part of the outside of
the Premises or any exterior windows of the Premises without the written consent
of Landlord first had and obtained and Landlord shall have the right to remove
any such sign, placard, picture, advertisement, name or notice without notice to
and at the expense of Tenant. If Tenant is allowed to print or affix or in any
way place a sign in, on, or about the Premises. upon expiration or other sooner
termination of this Lease, Tenant at Tenant's sole cost and expense shall both
remove such sign and repair all damage in such a manner as to restore all
aspects of the appearance of the Premises to the condition prior to the
placement of said sign.

     All approved signs or lettering on outside doors shall be printed, painted,
affixed or inscribed at the expense of Tenant by a person approved of by
Landlord.
     Tenant shall not place anything or allow anything to be placed near the
glass of any window door partition or wall which may appear unsightly from
outside the Premises.
          See Paragraph 54
     IN WITNESS WHEREOF. Landlord and Tenant have executed and delivered this
Lease as of the day and year last written below.

LANDLORD:                                  TENANT:
JOHN ARRILLAGA SURVIVOR'S TRUST            REPLAY NETWORKS, INC.
                                           a California corporation



By   /s/ John Arrillaga                     By /s/
     ---------------------------              ---------------------------------
         John Arrillaga, Trustee
Date:    2/24/99
       --------------------------
                                            Title  Director of Finance
                                                   ----------------------------


RICHARD T. PERRY SEPARATE PROPERTY TRUST    Type or Print Name  M?? Smith
                                                                ----------------

                                              Date: 2/23/99
                                                    ----------------------------

By /s/ Richard Perry
   ------------------
       Richard T. Perry
Date:  2/24/99
      ------------------
<PAGE>


                                                                     AMENDMENT 1

                                AMENDMENT NO. 1
                                   TO LEASE


     THIS AMENDMENT NO. 1 is made and entered into this 16/th/ day of August,
1999, by and between JOHN ARRILLAGA, Trustee, or his Successor Trustee UTA dated
7/20/77 (JOHN ARRILLAGA SURVIVOR'S TRUST) as amended, and RICHARD T. PEERY,
Trustee, or his Successor Trustee UTA dated 7/20/77 (RICHARD T. PEERY SEPARATE
PROPERTY TRUST) as amended, collectively as LANDLORD, and REPLAY NETWORKS, INC.,
a California corporation, as TENANT.

                                    RECITALS

     A. WHEREAS, by Lease Agreement dated January 27, 1999 Landlord leased to
Tenant approximately 32,078+ square feet of that certain 61,000+ square foot
                           -                                   -
building located at 1945 Charleston Road, Mountain View, California, the details
of which are more particularly set forth in said  January 27, 1999 Lease
Agreement, and

     B. WHEREAS, said Lease was amended by the Commencement Letter dated March
18, 1999 which changed the Commencement Date of the Lease from March 1, 1999 to
March 15, 1999, and changed the Termination Date from February 28, 2006 to March
31, 2006, and,

     B. WHEREAS, it is now the desire of the parties hereto to amend the Lease
by: (i) correcting the size of the Leased Premises and the total size of the
building in which the Leased Premises is a part; (ii) increasing the Leased
Premises by 14,768 square feet effective September 1, 1999, (iii) amending the
Basic Rent Schedule and Aggregate Rent; (iv) increasing the Security Deposit and
(v) increasing Tenant's non-exclusive parking spaces under said Lease Agreement
as hereinafter set forth.

                                   AGREEMENT

     NOW THEREFORE, for valuable consideration, receipt of which is hereby
acknowledged, and in consideration of the hereinafter mutual promises, the
parties hereto do agree as follows:

     1. SIZE OF LEASED PREMISES AND BUILDING SQUARE FOOTAGE:  It is agreed
        ---------------------------------------------------
between the parties that the size of the Leased Premises was understated in the
Lease by 4,073+ square feet and shall be changed from approximately 32,078+
              -                                                           -
square feet to approximately 36,151+ square feet and that the total size of the
                                   -
building of which the Leased Premises is a part was incorrectly stated as a
certain 61,000+ square foot building and shall now be correctly stated as a
              -
certain 61,728+ square foot building.
              -

     2. INCREASED PREMISES:  Subject to Paragraph 3 below, effective September
        ------------------
1, 1999, the size of the Leased Premises will be increased by 14,768+ square
                                                                    -
feet, or from 36,151+ square feet to 50,919+ square feet of space. Total said
                    -                      -
Premises are more particularly shown within the area outlined in Red on Exhibit
                                                                        -------
A.  The entire parcel, of which the Leased Premises is a part, is shown within
-
the area outlined in Green on Exhibit A.  The additional 14,768+ square feet of
                              ---------                        -
space is leased on an "as-is" basis, in its present condition and configuration,
as set forth in Blue on Exhibit B attached hereto ("Scenix Space"), with the
                        ---------
entire interior leased Premises shown in Red on Exhibit B.  Tenant may within
                                                ---------
thirty days of execution of this Amendment No. 1, at Tenant's sole cost and
expense, have the Premises remeasured by Vance Brown, Inc. or Landlord's
architect, Habitec Associates, and if the remeasured square footage leased
herein is 50 square feet more or less than the square footage referenced herein,
the Lease shall be further amended to correct the total square feet leased
herein.

     3. AMENDMENT SUBJECT TO LANDLORD'S OBTAINING TERMINATION AGREEMENT WITH
        --------------------------------------------------------------------
CURRENT TENANT FOR CURRENT TENANT'S SPACE:  This Amendment is subject to
-----------------------------------------
Landlord obtaining from Scenix Semiconductor, Inc. ("Scenix"), the current
tenant occupying the Premises leased hereunder, a Termination Agreement
satisfactory to Landlord on or before August 31, 1999.  In the event Landlord is
unable to obtain said satisfactory Agreement on or before August 31, 1999,
and/or in the event Scenix fails to timely vacate the Premises and surrender
same to Landlord free and clear of its occupancy, Paragraph 2 of this Amendment
shall, at Landlord's option: a) be rescinded, or b)

                                                              Initial:__________
<PAGE>

the Commencement Date of the increased Premises related to the Scenix Space
hereof shall be modified to reflect the date Landlord so obtains said
satisfactory Termination Agreement and receives possession of the Increased
Premises free and clear of Scenix's occupancy; provided, however, that said
period of delay caused by Scenix shall not extend beyond September 30, 1999. In
the event Landlord cannot deliver said Increased Premises by October 1, 1999,
Paragraph 2 of this Amendment No. 1, as related to the Scenix Space shall be
automatically rescinded, and the Basic Rent Schedule shall be further amended to
reflect the Basic Rent due absent the increased Premises related to the Scenix
Space.


     4. BASIC RENT SCHEDULE:  Because of the increase in the square footage of
        -------------------
the Leased Premises, the Basic Monthly Rent Schedule and the Aggregate Basic
Rent as shown in Paragraphs 4A and 43 of the Lease shall be changed as follows:


     On September 1, 1999, the sum of ONE HUNDRED SIX THOUSAND THREE HUNDRED
FOUR AND NO/100 DOLLARS ($106,304.00) shall be due, and a like sum due on the
first day of each month thereafter, through and including March 1, 2000.

     On April 1, 2000, the sum of ONE HUNDRED FIFTY SEVEN THOUSAND EIGHT HUNDRED
FORTY EIGHT AND 90/100 DOLLARS ($157,848.90) shall be due, and a like sum due on
the first day of each month thereafter, through and including March 1, 2001.

     On April 1, 2001, the sum of ONE HUNDRED SIXTY TWO THOUSAND NINE HUNDRED
FORTY AND 80/100 DOLLARS ($162,940.80) shall be due, and a like sum due on the
first day of each month thereafter, through and including March 1, 2002.

     On April 1, 2002, the sum of ONE HUNDRED SIXTY EIGHT THOUSAND THIRTY TWO
AND 70/100 DOLLARS ($168,032.70) shall be due, and a like sum due on the first
day of each month thereafter, through and including March 1, 2003.

     On April 1, 2003, the sum of ONE HUNDRED SEVENTY THREE THOUSAND ONE HUNDRED
TWENTY FOUR AND 60/100 DOLLARS ($173,124.60) shall be due, and a like sum due on
the first day of each month thereafter, through and including March 1, 2004.

     On April 1, 2004, the sum of ONE HUNDRED SEVENTY EIGHT THOUSAND TWO HUNDRED
SIXTEEN AND 50/100 DOLLARS ($178,216.50) shall be due, and a like sum due on the
first day of each month thereafter, through and including March 1, 2005.

     On April 1, 2005, the sum of ONE HUNDRED EIGHTY THREE THOUSAND THREE
HUNDRED EIGHT AND 40/100 DOLLARS ($183,308.40) shall be due, and a like sum due
on the first day of each month thereafter, through and including March 1, 2006.

     As a result of the change in square footage, the Aggregate Rental shall be
increased by $4,854,577.20, or from $8,515,213.60 to $13,369,790.80.

     5. SECURITY DEPOSIT:  Tenant's Security Deposit shall be increased by
        ----------------
$135,655.20, or from $230,961.60 to $366,616.80, payable upon Tenant's execution
of this Amendment No. 1.

     6. INCREASED PARKING:  Tenant's nonexclusive parking spaces shall be
        -----------------
increased by 53 spaces or from 95 spaces to 148 spaces.

     EXCEPT AS MODIFIED HEREIN, all other terms, covenants, and conditions of
said January 27, 1999 Lease Agreement shall remain in full force and effect.


     IN WITNESS WHEREOF, Landlord and Tenant have executed this Amendment No. 1
to Lease

                                                            Initial:____________
<PAGE>

as of the day and year last written below.


LANDLORD:                                    TENANT:

JOHN ARRILLAGA SURVIVOR'S TRUST              REPLAY NETWORKS, INC.
                                             a California corporation

By /s/ John Arrillaga                        By    /s/ Marcus Smith
   --------------------------------            -------------------------------
 John Arrillaga, Trustee
                                                   Marcus Smith
Date: 9/14/99                                ---------------------------------
    -------------------------------          Print or Type Name

RICHARD T. PEERY SEPARATE                    Title:   Director of Finance
PROPERTY TRUST                                     ---------------------------

By /s/ Richard Peery                         Date:    8/31/99
   --------------------------------               ----------------------------
 Richard T. Peery, Trustee

Date:    9/15/99
    --------------------------------


                                                        Initial:________________
<PAGE>

                                AMENDMENT NO. 2
                                   TO LEASE

     THIS AMENDMENT NO. 2 is made and entered into this 25th day of October,
1999, by and between JOHN ARRILLAGA, Trustee, or his Successor Trustee UTA dated
7/20/77 (JOHN ARRILLAGA SURVIVOR'S TRUST) as amended, and RICHARD T. PEERY,
Trustee, or his Successor Trustee UTA dated 7/20/77 (RICHARD T. PEERY SEPARATE
PROPERTY TRUST) as amended, collectively as LANDLORD, and REPLAY NETWORKS, INC.,
a California corporation, as TENANT.

                                    RECITALS

     A.  WHEREAS, by Lease Agreement dated January 27, 1999 Landlord leased to
Tenant approximately 32,078+ square feet of that certain 61,000+ square foot
                           -                                   -
building located at 1945 Charleston Road, Mountain View, California, the details
of which are more particularly set forth in said  January 27, 1999 Lease
Agreement, and

     B.  WHEREAS, said Lease was amended by the Commencement Letter dated March
18, 1999 which changed the Commencement Date of the Lease from March 1, 1999 to
March 15, 1999, and changed the Termination Date from February 28, 2006 to March
31, 2006, and,

     C.  WHEREAS, said Lease was amended by Amendment No. 1 dated August 16,
1999 which amended the Lease by: (i) correcting the size of the Leased Premises
and the total size of the building in which the Leased Premises is a part; (ii)
increasing the Leased Premises by 14,768 square feet effective September 1,
1999, (iii) amending the Basic Rent Schedule and Aggregate Rent; (iv) increasing
the Security Deposit and (v) increasing Tenant's non-exclusive parking spaces
under said Lease Agreement accordingly, and

     D.  WHEREAS, it is now the desire of the parties hereto to amend the Lease
by: (i) increasing the Leased Premises by 10,809 square feet effective November
1, 1999 (one hundred percent of the Building), (iii) amending the Basic Rent
Schedule and Aggregate Rent; (iv) increasing the Security Deposit (v) increasing
Tenant's non-exclusive parking spaces, and (vi) replacing Lease Paragraphs 7
("Expenses of Operation, Management, and Maintenance of the Common Areas of the
Complex and Building in Which the Premises are Located"), 10 ("Tenant
Maintenance"), and 11 ("Utilities of the Building in Which the Premises are
Located") of said Lease Agreement as hereinafter set forth.

                                   AGREEMENT

     NOW THEREFORE, for valuable consideration, receipt of which is hereby
acknowledged, and in consideration of the hereinafter mutual promises, the
parties hereto do agree as follows:


     1. INCREASED PREMISES:  Effective November 1, 1999, the size of the Leased
        ------------------
Premises will be increased by 10,809+ square feet, or from 50,919+ square feet
                                    -                            -
to 61,728+ square feet of space, or one hundred percent of the Building in which
         -
the Premises are located.  Total said Premises are more particularly shown
within the area outlined in Red on Exhibit A.  The entire parcel, of which the
                                   ---------
Leased Premises is a part, is shown within the area outlined in Green on Exhibit
                                                                         -------
A.  The additional 10,809+ square feet of space is leased on an "as-is" basis,
-                        -
in its present condition and configuration, as set forth in Blue on Exhibit B
                                                                    ---------
attached hereto, with the entire interior leased Premises shown in Red on
Exhibit B.
---------

     2. BASIC RENT SCHEDULE:  The Basic Monthly Rent Schedule and the Aggregate
        -------------------
Basic Rent as shown in Paragraphs 4A and 43 of the Lease shall be adjusted as
follows:

     On November 1, 1999, the sum of ONE HUNDRED FORTY FOUR THOUSAND ONE HUNDRED
THIRTY FIVE AND 50/100 DOLLARS ($144,135.50) shall be due, and a like sum due on
the first day of each month thereafter, through and including March 1, 2000.

 On April 1, 2000, the sum of ONE HUNDRED NINETY FIVE THOUSAND SIX HUNDRED

                                                               Initial:_________
<PAGE>

EIGHTY AND 40/100 DOLLARS ($195,680.40) shall be due, and a like sum due on the
first day of each month thereafter, through and including October 1, 2000.

     On November 1, 2000, the sum of ONE HUNDRED NINETY SIX THOUSAND SEVEN
HUNDRED SIXTY ONE AND 30/100 DOLLARS ($196,761.30) shall be due, and a like sum
due on the first day of each month thereafter, through and including March 1,
2001.

     On April 1, 2001, the sum of TWO HUNDRED ONE THOUSAND EIGHT HUNDRED FIFTY
THREE AND 20/100 DOLLARS ($201,853.20) shall be due, and a like sum due on the
first day of each month thereafter, through and including October 1, 2001.

     On November 1, 2001, the sum of TWO HUNDRED TWO THOUSAND NINE HUNDRED
THIRTY FOUR AND 10/100 DOLLARS ($202,934.10) shall be due, and a like sum due on
the first day of each month thereafter, through and including March 1, 2002.

     On April 1, 2002, the sum of TWO HUNDRED EIGHT THOUSAND TWENTY SIX AND
NO/100 DOLLARS ($208,026.00) shall be due, and a like sum due on the first day
of each month thereafter, through and including October 1, 2002.

     On November 1, 2002, the sum of TWO HUNDRED NINE THOUSAND ONE HUNDRED SIX
AND 90/100 DOLLARS ($209,106.90) shall be due, and a like sum due on the first
day of each month thereafter, through and including March 1, 2003.

     On April 1, 2003, the sum of TWO HUNDRED FOURTEEN THOUSAND ONE HUNDRED
NINETY EIGHT AND 80/100 DOLLARS ($214,198.80) shall be due, and a like sum due
on the first day of each month thereafter, through and including October 1,
2003.

     On November 1, 2003, the sum of TWO HUNDRED FIFTEEN THOUSAND TWO HUNDRED
SEVENTY NINE AND 70/100 DOLLARS ($215,279.70) shall be due, and a like sum due
on the first day of each month thereafter, through and including March 1, 2004.

     On April 1, 2004, the sum of TWO HUNDRED TWENTY THOUSAND THREE HUNDRED
SEVENTY ONE AND 60/100 DOLLARS ($220,371.60) shall be due, and a like sum due on
the first day of each month thereafter, through and including October 1, 2004.

     On November 1, 2004, the sum of TWO HUNDRED TWENTY ONE THOUSAND FOUR
HUNDRED FIFTY TWO AND 50/100 DOLLARS ($221,452.50) shall be due, and a like sum
due on the first day of each month thereafter, through and including March 1,
2005.

     On April 1, 2005, the sum of TWO HUNDRED TWENTY SIX THOUSAND FIVE HUNDRED
FORTY FOUR AND 40/100 DOLLARS ($226,544.40) shall be due, and a like sum due on
the first day of each month thereafter, through and including October 1, 2005.

     On November 1, 2005, the sum of TWO HUNDRED TWENTY SEVEN THOUSAND SIX
HUNDRED TWENTY FIVE AND 30/100 DOLLARS ($227,625.30) shall be due, and a like
sum due on the first day of each month thereafter, through and including March
1, 2006.

     The Aggregate Rental shall be increased by $3,140,014.50, or from
$13,369,790.80 to $16,509,805.30.

     3. SECURITY DEPOSIT:  Tenant's Security Deposit shall be increased by
        ----------------
$88,633.80, or from $366,616.80 to $455,250.60, payable upon Tenant's execution
of this Amendment No. 2.

     4. INCREASED PARKING:  Tenant's nonexclusive parking spaces shall be
        -----------------
increased by 32 spaces or from 148 spaces to 180 spaces.

     5. EXPENSES OF OPERATION, MANAGEMENT, AND MAINTENANCE OF THE COMMON AREAS
        ----------------------------------------------------------------------
OF THE COMPLEX AND BUILDING IN WHICH THE PREMISES ARE LOCATED: Effective
-------------------------------------------------------------
November 1, 1999, Tenant shall occupy one hundred percent (100%) of the Building
in which the Premises are located, and as a result, Lease Paragraph 7 shall be
deleted in its

                                                               Initial:_________
<PAGE>

entirety and replaced with the following:

          "7. EXPENSES OF OPERATION, MANAGEMENT, AND MAINTENANCE OF THE COMMON
     AREAS OF THE COMPLEX:  As Additional Rent and in accordance with Paragraph
     4D of this Lease, Tenant shall pay to Landlord Tenant's proportionate share
     (calculated on a square footage or other equitable basis as calculated by
     Landlord) of all expenses of operation, management, maintenance and repair
     of the Common Areas of the Complex including, but not limited to, license,
     permit, and inspection fees; security; utility charges associated with
     exterior landscaping and lighting (including water and sewer charges); all
     charges incurred in the maintenance and replacement of landscaped areas,
     lakes, parking lots and paved areas (including repair, replacement,
     resealing and restriping), sidewalks, driveways; maintenance, repair, and
     replacement of all fixtures and electrical, mechanical and plumbing
     systems; structural elements and exterior surfaces of the buildings;
     salaries and employees benefits of personnel and payroll taxes applicable
     thereto; supplies, materials, equipment and tools; the cost of capital
     expenditures which have the effect of reducing operating expenses,
     provided, however, that in the event Landlord makes such capital
     improvements, Landlord may amortize its investment in said improvements
     (together with interest at the rate of fifteen percent (15%) per annum on
     the unamortized balance) as an operating expense in accordance with
     standard accounting practices, provided, that such amortization is not at a
     rate greater than the anticipated savings in the operating expenses.

          "Additional Rent" as used herein shall not include Landlord's debt
     repayments, interest on charges; expenses directly or indirectly incurred
     by Landlord for the benefit of any other tenant; cost for the installation
     of partitioning or any other tenant improvements; cost of attracting
     tenants; depreciation; interest, or executive salaries."

     6. TENANT MAINTENANCE:  Effective November 1, 1999, Tenant shall occupy
        ------------------
one hundred percent (100%) of the Building in which the Premises are located,
and as a result, Lease Paragraph 10 shall be deleted in its entirety and
replaced with the following:

          "10.  TENANT MAINTENANCE.  Tenant shall, at its sole cost and expense,
     keep and maintain the Premises (including appurtenances) and every part
     thereof in a high standard of maintenance and repair, or replacement, and
     in good and sanitary condition.  Tenant's maintenance and repair
     responsibilities herein referred to include, but are not limited to,
     janitorization, all windows (interior and exterior), window frames, plate
     glass and glazing (destroyed by accident or act of third parties), truck
     doors, plumbing systems (such as water and drain lines, sinks, toilets,
     faucets, drains, showers and water fountains), electrical systems (such as
     panels, conduits, outlets, lighting fixtures, lamps, bulbs, tubes and
     ballasts), heating and air conditioning systems (such as compressors, fans,
     air handlers, ducts, mixing boxes, thermostats, time clocks, boilers,
     heaters, supply and return grills), structural elements and exterior
     surfaces of the building, store fronts, roofs, downspouts, all interior
     improvements within the Premises including but not limited to wall
     coverings, window coverings, carpet, floor coverings, partitioning,
     ceilings, doors (both interior and exterior), including closing mechanisms,
     latches, locks, skylights (if any), automatic fire extinguishing systems,
     and elevators and all other interior improvements of any nature whatsoever.
     Tenant agrees to provide carpet shields under all rolling chairs or to
     otherwise be responsible for wear and tear of the carpet caused by such
     rolling chairs if such wear and tear exceeds that caused by normal foot
     traffic in surrounding areas.  Areas of excessive wear shall be replaced at
     Tenant's sole expense upon Lease termination.  Tenant hereby waives all
     rights under, and benefits of, Subsection 1 of Section 1932 and Section
     1941 and 1942 of the California Civil Code and under any similar law,
     statute or ordinance now or hereafter in effect.  In the event any of the
     above maintenance responsibilities apply to any other tenant(s) of Landlord
     where there is common usage with other tenant(s), such maintenance
     responsibilities and charges shall be allocated to the Leased Premises by
     square footage or other equitable basis as calculated and determined by
     Landlord."

     7. UTILITIES OF THE BUILDING IN WHICH THE PREMISES ARE LOCATED:  Effective
        -----------------------------------------------------------
November 1, 1999, Tenant shall occupy one hundred percent (100%) of the Building
in which

                                                                Initial:________
<PAGE>

the Premises are located, and as a result, Lease Paragraph 11 shall be deleted
in its entirety and replaced with the following:

          "11.  UTILITIES. Tenant shall have all utilities servicing the
     Premises transferred into Tenant's name effective November 1, 1999. Tenant
     shall pay promptly, as the same become due, all charges for water, gas,
     electricity, telephone, telex and other electronic communication service,
     sewer service, waste pick-up and any other utilities, materials or services
     furnished directly to or used by Tenant on or about the Premises during the
     Term of this Lease, including, without limitation, any temporary or
     permanent utility surcharge or other exactions whether or not hereinafter
     imposed.  In the event the above charges apply to any other tenant(s) of
     Landlord where there is common usage with other tenant(s), such charges
     shall be allocated to the Leased Premises by square footage or other
     equitable basis as calculated and determined by Landlord.

          Landlord shall not be liable for and Tenant shall not be entitled to
     any abatement or reduction of Rent by reason of any interruption or failure
     of utility services to the Premises when such interruption or failure is
     caused by accident, breakage, repair, strikes, lockouts, or other labor
     disturbances or labor disputes of any nature, or by any other cause,
     similar or dissimilar, beyond the reasonable control of Landlord."

     EXCEPT AS MODIFIED HEREIN, all other terms, covenants, and conditions of
said January 27, 1999 Lease Agreement shall remain in full force and effect.


     IN WITNESS WHEREOF, Landlord and Tenant have executed this Amendment No. 2
to Lease as of the day and year last written below.


LANDLORD:                                    TENANT:

JOHN ARRILLAGA SURVIVOR'S TRUST              REPLAY NETWORKS, INC.
                                             a California corporation

By     /s/ John Arrillaga                    By    /s/ Marcus Smith
  -----------------------------                ----------------------------
 John Arrillaga, Trustee
                                                    Marcus Smith
                                             ------------------------------
Date:   11/30/99                             Print or Type Name
     --------------------------

RICHARD T. PEERY SEPARATE                    Title:    VP Finance
                                                   ------------------------
PROPERTY TRUST

By   /s/ Richard Peery                       Date:     11/99
  -----------------------------                   -------------------------
 Richard T. Peery, Trustee

Date:   11/30/99
     --------------------------
                                                             Initial:___________