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                                                                    EXHIBIT 10.4

                             OFFICE BUILDING LEASE

THIS LEASE is made and entered into this ____________day of July 1999 by and
between KBK Properties, Inc., A California Corporation (hereinafter referred to
as "Landlord") and TriNet Employer Group, Inc., a California Corporation
(hereinafter referred to as "Tenant").

For and in consideration of the rental and of the covenants and agreements
hereinafter set forth to be kept and performed by the Tenant, Landlord hereby
leases to Tenant and Tenant hereby leases from Landlord the Premises herein
described for the term, at the rental and subject to and upon all of the terms,
covenants and agreement hereafter set forth.


1. PREMISES
     1.1 DESCRIPTION. Landlord hereby leases to Tenant and Tenant hereby rents
from Landlord those certain Premises (hereinafter referred to as "Premises")
crosshatched on Exhibit "A" containing approximately 2632 square feet on the 4th
floor of that certain office building (hereinafter referred to as "Building")
located in the City of San Leandro, County of Alameda, State of California,
commonly known as TriNet Office Building and more particularly described as 101
Callan Ave., Suite 400.
     1.2 WORK OF IMPROVEMENT. The obligations of Landlord and Tenant to perform
the work and supply the necessary materials and labor to prepare the Premises
for occupancy are set forth in detail in Exhibit "B". Tenant shall expend all
funds and do all acts required of them in Exhibit "B" and shall have the work
performed promptly and diligently in a first class workmanlike manner. Tenant
shall make all improvements to the premises at it's sole cost and expense.

2. TERM
     2.1 TERM. The term of this Lease shall be for three (3) years and one (1)
month commencing September 1, 1999 and ending September 30, 2002 unless sooner
terminated Pursuant to this Lease or delayed as described in Section 21 of this
Lease.
     2.2 DELAY IN COMMENCEMENT. Tenant agrees that in the event of the inability
of Landlord for any reason to deliver possession of the Premises to Tenant on
the commencement date set forth in Section 2.1, Landlord shall not be liable
for any damage thereby nor shall such inability affect the validity of this
Lease or the obligations of Tenant hereunder, but in such case Tenant shall not
be obligated to pay rent or other monetary sums until possession of the Premises
is tendered to Tenant; provided that if the delay in delivery of possession
exceeds sixty (60) days, then the expiration date of the term of the Lease shall
be extended by the period of time computed from the scheduled commencement date
to the date possession is tendered. In the event Landlord shall not have
delivered possession of the Premises within six (6) months from the scheduled
commencement date, then Tenant at its option, to be exercised within thirty (30)
days after the end of said six (6) month period, may terminate this Lease and
upon Landlord's return of any monies previously deposited by Tenant, the parties
shall have no further rights or liabilities toward each other.


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     2.3 ACKNOWLEDGEMENT OF COMMENCEMENT DATE.  In the event the commencement
date of the term of the Lease is other than as provided in Section 2.1, then
Landlord and Tenant shall execute a written acknowledgement of the date of
commencement and shall attach it to the Lease as Exhibit "D".

3. RENT.   Tenant shall pay to Landlord as rent for the Premises in advance on
the first day of each calendar month of the term of this Lease without
deduction, offset, prior notice of demand, in lawful money of the United States,
the sum of Two thousand eight hundred and forty-two and 56/100 dollars.
($2842.56).
If the commencement date is not the first day of a month, or if the Lease
termination date is not the last day of a month, a prorated monthly installment
shall be paid at the then current rate for the fractional month during which the
Lease commences and/or terminates.

5. TAX AND BUILDING OPERATING COST INCREASES.
     5.1 DEFINITIONS. For purposes of this Section, the following terms are
herein defined:

          (a) Base Year: the later occurring of (1) the first calendar year in
     which the Building is assessed as a completed building for tax purposes; or
     (2) the calendar year in which this Lease commences.


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     (b) Building Operating Costs: All costs and expenses of ownership,
operation and maintenance of the Building (excluding depreciation on the
Building, all amounts paid on loans of Landlord and expenses capitalized for
federal income tax purposes) including by way of illustration but not limited
to: real and personal property taxes and assessments and any tax in addition to
or in lieu thereof, other than taxes covered by Section 5.4, whether assessed
against Landlord or Tenant or collected by Landlord or both; utilities,
supplies, insurance, license, permit and inspection fees, cost of services of
independent contractors (including property management fees), cost of
compensation (including employment taxes and fringe benefits) of all persons who
perform regular and recurring duties connected with day to day operation,
maintenance and repair of the Building, its equipment and the adjacent walks,
malls and landscaped areas, including janitorial, scavenger, gardening,
security, parking, operating engineer, elevator, painting, plumbing, electrical,
carpentry, heating, ventilation, air conditioning, window washing, signing and
advertising (but excluding persons performing services not uniformly available
to or performed for substantially all Building tenants), and rental expense or a
reasonable allowance for depreciation of personal property used in the
maintenance, operation and repair of the Building.
     (c) Net Rentable Area: The rentable area computed by measuring to the
inside finish of permanent outer building walls, to the Premises side of public
corridors and/or other permanent partitions and to the center of partitions
which separate the adjoining rentable areas with no deductions for column and
projections necessary to the Building structure. On multi-tenant floors, common
corridors and toilets, air conditioning rooms, fan rooms, janitorial closets,
electrical and telephone closets and any other areas within and exclusively
serving that floor are considered common area and for purposes of this Section
shall be allocated prorata to the tenants on the floor.
     5.2 TENANT'S SHARE. In the event the Building Operating Costs incurred by
Landlord during any calendar year following the Base Year shall exceed Building
Operating Costs incurred by Landlord during the Base Year, Tenant shall pay to
Landlord an amount equal to six percent (6%) of such increases which share is
computed on the basis of the ratio between Net Rentable Area in the Premises and
Net Rentable Area in the Building.
     5.3 PAYMENT. Within ninety (90) days after the end of each calendar year
following the Base Year, Landlord shall furnish Tenant a written statement
showing in reasonable detail Landlord's Building Operating Costs for the
preceding calendar year and the Base Year, and showing the amount, if any, of
any increase or decrease in the sums due from Tenant taking into account prior
increase paid by Tenant (if any).
     Coincidentally with the monthly rent payment next due following Tenant's
receipt of such statement, Tenant shall pay to Landlord (in the case of an
increase), or Landlord shall credit against the next rent due from Tenant (in
the case of a decrease), an amount equal to the sum of (1) the difference
between Building Operating Costs for the preceding calendar year and the Base
Year less increases paid by Tenant (if any) and (2) one-twelfth (1/12th) said
increases for the current calendar year multiplied by the number of rent
payments (including the current one) then elapsed in such calendar year.
Thereafter the


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one twelfth (1/12th) shall be paid monthly with the rent until the adjustment
the following year pursuant hereto. In no event shall the adjustment entitle
Tenant to receive the benefit of a reduction in Building Operating Costs below
the level of the initial Base Year during the term hereof.
     5.4 NEW TAXES. In addition to rent and other charges to be paid by Tenant
hereunder, Tenant shall reimburse to Landlord, within thirty (30) days of
receipt of a demand therefore, any and all taxes payable by Landlord (other than
net income taxes) whether or not now customary or within the contemplation of
the parties hereto; (a) upon allocable to or measured by this area of the
Premises or on the rent payable hereunder including without limitation any gross
income tax or excise tax levied by this State, any political subdivision
thereof, City or Federal Government with respect to the receipt of such rent; or
(b) upon or with respect to the possession, leasing, operation, management,
maintenance, alteration, repair, use or occupancy by Tenant of the Premises or
any portion thereof, or (c) upon or measured by the value of Tenant's personal
property, equipment or fixtures located in the Premises; or (d) upon this
transaction or any document to which Tenant is a party creating or transferring
an interest or an estate in the Premises, Tenant agrees to pay before
delinquency, any and all taxes levied or assessed and which become payable
during the term hereof upon Tenant's equipment, furniture, fixtures and other
personal property located in the Premises. For the purpose of determining said
amount, figures supplied by the County Assessor as to the amount as assessed
shall be conclusive. Tenant shall comply with the provisions of any law,
ordinance or rule of the taxing authorities which require Tenant to file a
report of Tenant's property located in the Premises.

6. USE
     6.1 USE. The Premises shall be used and occupied by Tenant for general
office purposes and for no other purpose without the prior written consent of
Landlord.
     6.2 SUITABILITY. Tenant acknowledges that neither Landlord nor any agent of
Landlord has made any representation or warranty with respect to the Premises or
the Building or with respect to the suitability of either for the conduct of
Tenant's business, nor has Landlord agreed to undertake any modification,
alteration or improvement to the Premises except as provided in this Lease. The
taking of possession of the Premises by Tenant shall conclusively establish that
the Premises and the Building were at such time in satisfactory condition unless
within fifteen (15) days after such date Tenant shall give Landlord written
notice specifying in reasonable detail the respects in which the Premises or the
Building were not in satisfactory condition.
     6.3 USES PROHIBITED.
          (a) Tenant shall not do or permit anything to be done in or about the
     Premises nor bring or keep anything therein which will in any way increase
     the existing rate or affect any fire or other insurance upon the Building
     or any of its contents (unless Tenant shall pay any increased premium as a
     result of such use or acts), or cause a cancellation of any insurance
     policy covering said Building or any part thereof or any of its contents,
     nor shall Tenant sell or permit to be kept, used or sold in or about said
     Premises any articles which may be prohibited by a standard form policy of
     fire insurance.


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          (b) Tenant shall not do or permit anything to be done in or about the
     Premises which will in any way obstruct or interfere with the rights of
     other tenants or occupants of the Building or injure or annoy them or use
     or allow the Premises to be used for any unlawful or objectionable purpose,
     nor shall Tenant cause, maintain or permit any nuisance in or about the
     Premises. Tenant shall not commit or suffer to be committed any waste in or
     upon the Premises.
          (c) Tenant shall not use the Premises or permit anything to be done in
     or about the Premises which will in any way conflict with any law, stature,
     ordinance or governmental rule or regulation or requirement of duly
     constituted public authorities now in force or which may hereafter be
     enacted or promulgated. Tenant shall at its sole cost and expense promptly
     comply with all laws, statutes, ordinances and governmental rules,
     regulations or requirements now in force or which may hereafter be in force
     and with the requirements of any board of fire underwriters or other
     similar body now or hereafter constituted relating to or affecting the
     condition, use or occupancy of the Premises, excluding structural changes
     not relating to or affecting the condition, use or occupancy of the
     Premises, or not related or afforded by Tenant's improvements or acts. The
     judgement of any court or 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 law, statute, ordinance or governmental rule,
     regulation or requirement, shall be conclusive of the fact as between
     Landlord and Tenant.

7. SERVICE AND UTILITIES
     7.1 LANDLORD'S OBLIGATIONS. Landlord agrees to furnish to the Premise
during reasonable hours of generally recognized business days to be determined
by Landlord, and subject to the Rules and Regulations of the Building, water,
gas and electricity suitable for the intended use of the Premises, heat and air
conditioning required in Landlord's judgement for the comfortable use and
occupancy of the premises, scavenger, janitorial and window washing service and
elevator service, customary in similar buildings in the competing geographical
areas. Landlord shall also maintain and keep lighted the common stairs, entries
and toilet rooms in the Building.
     7.2 TENANT'S OBLIGATION. Tenant shall pay for, prior to delinquency, all
telephone and all other materials and services, not expressly required to be
paid by Landlord, which may be furnished to or used in, on or about the Premises
during the term of this Lease.
     7.3 TENANT'S ADDITIONAL REQUIREMENTS.
          (a) Tenant will not, without the written consent of Landlord, use any
     apparatus or device in the Premises, including but without limitation
     thereto, electronic data processing machines, punch card machines and
     machines using current in excess of 110 volts, which will in any way
     increase the amount of electricity or water usually furnished or supplied
     for use of the Premises as general office space; nor connect with electric
     current, except through existing electrical outlets in the Premises, or
     water pipes, any apparatus or device, for the purposes  of using electric
     current of water.


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          (b) If Tenant shall require water or electric current in excess
     of that usually furnished or supplied for use of the Premises as general
     office space, Tenant shall first procure the consent of Landlord for the
     use thereof, which consent Landlord may refuse and Landlord may cause a
     water meter or electric current meter to be installed in the Premises, so
     as to measure the amount of water and electric current consumed for any
     such other use. The cost of such meters and of installation, maintenance
     and repair thereof shall be paid for by Tenant and Tenant agrees to pay
     Landlord promptly upon demand by Landlord for all such water and electric
     current consumed as shown by said meters, at the rates charged for such
     services by the City in which the Building is located or the local public
     utility, as the case may be, furnishing the same, plus any additional
     expenses incurred in keeping account of the water and electric current so
     consumed.
          (c) Wherever heat generating machines or equipment are used in the
     Premises which affect the temperature otherwise maintained by the air
     conditioning system, Landlord reserves the right to install supplementary
     air conditioning units in the Premises and the cost thereof, including the
     cost of installation, operation and maintenance thereof, shall be paid by
     Tenant to Landlord upon demand by Landlord.
     7.4 NON-LIABILITY.  Landlord shall not be liable for, and Tenant shall not
be entitled to, any abatement or reduction of rent by reason of Landlord's
failure to furnish any of the foregoing when such failure is caused by
accidents, breakage, repairs, strikes, lockouts or other labor disturbances or
labor disputes of any character, or by any other cause similar or dissimilar,
beyond the reasonable control of Landlord. Landlord shall not be liable under
any circumstances for loss of or injury to property, however occurring, through
or in connection with or incidental to failure to furnish any of the foregoing,
except when caused by the Landlord's negligence or breach of this Lease
Agreement.

8. MAINTENANCE AND REPAIRS; ALTERATIONS AND ADDITIONS
     8.1 MAINTENANCE AND REPAIRS.
          (a) Landlord's Obligations. Landlord shall maintain in good order,
              condition and repair the Building and all other portions of the
              Premises not the obligation of Tenant or any other tenant in the
              Building.
          (b) Tenant's Obligations.
               (i) Tenant at Tenant's sole cost and expense, except for services
          furnished by Landlord pursuant to Section 7 hereof, shall maintain the
          Premises in good order, condition and repair including the interior
          surfaces of the ceilings, walls and floors, all doors, interior
          windows, exterior windows at or below street level, all plumbing
          pipes, electrical wiring, switches, fixtures and special items in
          excess of building standard furnishings, and equipment installed by or
          at the expense of Tenant.  Tenant expressly waives the benefits of any
          statute now or hereafter in effect which would otherwise afford Tenant
          the right to make repairs at Landlord's expense or to terminate the
          Lease because of Landlord's failure to keep the Premises in good
          order, condition and repair.


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               (ii) Upon the expiration or earlier termination of this Lease,
          Tenant shall surrender the Premises in the same condition as received,
          ordinary wear and tear and damage by fire, earthquake, act of God or
          the elements alone excepted, and shall promptly remove or cause to be
          removed at Tenant's expense from the Premises and the Building any
          signs, notices and displays placed by Tenant.
               (iii) Tenant agrees to repair any damage to the Premises or the
          Building caused by or in connection with the removal of any articles
          of personal property, business or trade fixtures, machinery,
          equipment, cabinetwork, furniture, movable partition or permanent
          improvements of additions, including without limitation thereto,
          repairing the floor and patching and painting the walls where required
          by Landlord to Landlord's reasonable satisfaction, all at Tenant's
          sole cost and expense. Tenant shall indemnify the Landlord against any
          loss or liability resulting from delay by Tenant in so surrendering
          the Premises, including without limitation any claims made by any
          succeeding tenant on such delay.
               (iv) In the event Tenant fails to maintain the Premises in good
          order, condition and repair, Landlord shall give Tenant notice to do
          such acts as are reasonably required to so maintain the Premises. In
          the event Tenant fails to promptly commence such work and diligently
          prosecute it to completion, then Landlord shall have the right to do
          such acts and expend such funds at the expense of Tenant as are
          reasonably required to perform such work. Any amount so expended by
          Landlord shall be paid by Tenant promptly after demand with interest
          at ten percent (10%) per annum from the date of such work. Landlord
          shall have no liability to Tenant for any damage, inconvenience or
          interference with the use of the Premises by Tenant as a result of
          performing any such work.
          (c) Compliance with Law. Landlord and Tenant shall each do all acts
     required to comply with all applicable laws, ordinances, regulations and
     rules of any public authority relating to their respective maintenance
     obligations as set forth herein.
     8.2 ALTERATIONS AND ADDITIONS.
          (a) Tenant shall make no alterations, additions or improvements to the
     Premises or any part thereof without obtaining the prior written consent of
     Landlord.
          (b) Landlord may impose as a condition to the aforesaid consent such
     requirements as Landlord may deem necessary in its sole discretion,
     including without limitation thereto, the manner in which the work is done,
     a right of approval of the contractor by whom the work is to be performed,
     the times during which it is to be accomplished, and the requirement that
     upon written request of Landlord prior to the expiration or earlier
     termination of the Lease, Tenant will remove any and all permanent
     improvements or additions to the Premises installed at Tenant's expense and
     all movable partitions, counters, personal property, equipment, fixtures
     and furniture.


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          (c) All such alterations, additions or improvements shall at the
     expiration or earlier termination of the Lease become the property of
     Landlord and remain upon and surrendered with the Premises, unless
     specified pursuant to Section 8.2(b) above.
          (d) All articles of personal property and all business and trade
     fixtures, machinery and equipment, cabinetwork, furniture and moveable
     partitions owned by Tenant or installed by Tenant at its expense in the
     Premises shall be and remain the property of Tenant and may be removed by
     Tenant at any time during the Lease term when Tenant is not in default
     hereunder.

9. ENTRY BY LANDLORD. Landlord reserves and shall at any and all times have the
right to enter the Premises to inspect the same, to supply janitor service and
any other service to be provided by Landlord to Tenant hereunder, to submit said
Premises to prospective purchasers or tenants, to post notices of non-
responsibility and "for lease" signs, and to alter, improve or repair the
Premises and any portion of the Building without abatement of rent, and may for
that purpose erect scaffolding and other necessary structures where reasonably
required by the character of the work to be performed, always providing the
entrance to the Premises shall not be blocked thereby, and further providing
that the business of Tenant shall not be interfered with unreasonably. Tenant
hereby waives any claim for damages for any injury or inconvenience to or
interference with Tenant's business, any loss of occupancy or quiet enjoyment of
the Premises, and any other loss occasioned thereby. For each of the aforesaid
purposes, Landlord shall at all times have and retain a key with which to unlock
all of the doors in, upon and about the Premises, excluding Tenant's vaults and
safes, and Landlord shall have the right to use any and all means which Landlord
may deem proper to open said doors in an emergency, in order to obtain entry to
the Premises, and 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 of Tenant from the Premises or any portion thereof.

10. LIENS. Tenant shall keep the Premises and any Building of which the Premises
are a part free from any liens arising out of work performed, material
furnished, or obligations incurred by Tenant and shall indemnify, hold harmless
and defend Landlord from any liens and encumbrances arising out of any work
performed or materials furnished by or at the direction of Tenant. In the event
that Tenant shall not, within twenty (20) days following the imposition of any
such lien, cause such lien to be released of record by payment or posting of a
proper bond, 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 such sums paid by Landlord and all expenses
incurred by it in connection therewith including attorney's fees and costs shall
be payable to Landlord by Tenant on demand with interest at the rate of ten
percent (10%) per annum. Landlord shall have the right at all times to post and
keep posted on the Premises any notices permitted or required by law, or which
Landlord shall deem proper, for the protection of Landlord and the Premises, and
any other party having an interest therein, from mechanics' and materialmen's
liens,


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and Tenant shall give to Landlord at least ten (10) days prior written notice of
the expected date of commencement of any work relating to alterations or
additions to the Premises.

11. INDEMNITY.
     11.1 Tenant shall indemnify and hold Landlord harmless from and defend
Landlord against any and all claims of liability for any injury or damage to any
person or property whatsoever; (1) occurring in, on or about the Premises or any
part thereof, and (2) occurring in, on or about any facilities (including,
without prejudice to the generality of the term "facilities", elevators,
stairways, passageways, hallways, and parking areas), the use of which Tenant
may have in conjunction with other tenants of the Building, when such injury or
damage is caused in part or in whole by the act, neglect, fault or omission of
any duty with respect to the same by Tenant, its agents, contractors, employees
or invitees. Tenant shall further indemnify and hold Landlord harmless from and
against any and all claims arising from any breach or default in the performance
of any obligation on Tenant's part to be performed under the terms of this
Lease, or arising from any act or negligence of Tenant, or any of its agents,
contractors, employees and from and against all costs, attorney's fees, expenses
and liabilities incurred in the defense of any such claim or any action or
proceeding brought thereon. In case any action or proceeding be brought against
Landlord by reason of any such claim, Tenant upon notice from Landlord, shall
defend the same at Tenant's expense by counsel reasonably satisfactory to
Landlord, provided, however, that Tenant shall not be liable for damage or
injury occasioned by the negligence or intentional acts of Landlord and its
designated agents or employees unless covered by insurance Tenant is required to
provide.
     Tenant, as a material part of the consideration to Landlord, hereby assumes
all risk of damage to property or injury to persons in, upon or about the
Premises from any cause and Tenant hereby waives all claims in respect thereof
against Landlord.
     11.2   EXEMPTION OF LANDLORD FROM LIABILITY. Landlord shall not be liable
for injury or damage which may be sustained by the person, goods, wares,
merchandise or property of Tenant, its employees, invitees or customers, or any
other person in or about the Premises caused by or resulting from fire, steam,
electricity, gas, water or rain, which may leak or flow from or into any part of
the Premises, or from the breakage, leakage, obstruction or other defects of the
pipes, sprinklers, wires, appliances, plumbing, air conditioning or lighting
fixtures or the same, whether the damage or injury results from conditions
arising upon the Premises or upon other portions of the Building of which the
Premises are a part, or from other sources, unless caused by the Landlord's
negligence or breach of this Agreement. Landlord shall not be liable for any
damages arising from any act or neglect of any other tenant of the Building.

12. INSURANCE.
     12.1 COVERAGE. Tenant shall, at all times during the term of this Lease,
and at its own cost and expense procure and continue in force the following
insurance coverage:
          (a)Bodily Injury and Property Damage Liability Insurance with a
     combined single limit for bodily injury and property damage of not less
     than $500,000.00


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          (b) Fire and Extended Coverage Insurance, including vandalism and
     malicious mischief coverage, in an amount equal to the full replacement
     value of all fixtures, furniture and improvements installed by or at the
     expense of Tenant.
     12.2 INSURANCE POLICIES. The aforementioned minimum limits of policies
shall in no event limit the liability of Tenant hereunder. The aforesaid
insurance shall name Landlord as an additional insured. Said insurance shall be
with companies having a rating of not less than AAA, in "Best's Insurance
Guide". Tenant shall furnish from the insurance companies or cause the insurance
companies to furnish certificates of coverage. No such policy shall be
cancelable or subject to reduction of coverage or other modification or
cancellation except after thirty (30) days prior written notice to Landlord by
the insurer. All such policies shall be written as primary policies, not
contributing with and not in excess of the coverage which Landlord may carry.
Tenant shall, at least twenty (20) days prior to the expiration of such
policies, furnish Landlord with renewals or binders. Tenant agrees that if
Tenant does not take out and maintain such insurance, Landlord may (but shall
not be required to) procure said insurance on Tenant's behalf and charge Tenant
the premiums together with a twenty-five percent (25%) handling charge, payable
upon demand. Tenant shall have the right to provide such insurance coverage
pursuant to blanket policies obtained by Tenant provided such blanket policies
expressly afford coverage to the Premises and to Tenant as required by the
Lease.
     12.3 WAIVER OF SUBROGATION.  Landlord and Tenant each hereby waive any and
all rights of recovery against the other or against the officers, employees,
agents and representatives of the other, on account of loss or damage occasioned
to such waiving party or its property or the property of others under its
control to the extent that such loss or damage is insured against under any fire
and extended coverage insurance policy which either may have in force at the
time of such loss or damage. Tenant shall, upon obtaining the policies of
insurance required under this Lease, give notice to the insurance carrier or
carriers that the foregoing mutual waiver of subrogation is contained in this
Lease.

13.  DAMAGE OR DESTRUCTION
     13.1 PARTIAL DAMAGE - INSURED. In the event the Premises or the Building
are damaged by any casualty which is covered under fire and extended coverage
insurance carried by Landlord, then Landlord shall restore such damage provided
insurance proceeds are available to pay eighty percent (80%) or more of the cost
of restoration and provided such restoration can be completed within ninety (90)
days after the commencement of the work in the onion of a registered architect
or engineer appointed by Landlord. In such event this Lease shall continue in
full force and effect, except that Tenant shall be entitled to proportionate
reduction of rent while such restoration takes place, such proportionate
reduction to be based upon the extent to which the restoration efforts interfere
and damage interfered with Tenant's business in the Premises.
     13.2 PARTIAL DAMAGE - UNINSURED. In the event the Premises or the Building
are damaged by a risk not covered by Landlord's insurance or the proceeds of
available insurance are less than eighty percent (80%) of the cost of
restoration, or if the restoration cannot be completed within ninety (90) days
after the commencement of work in the opinion of the registered architect or
engineer appointed by Landlord, then Landlord shall have the option either to
(1) repair or restore such damage, this Lease continuing in


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full force and effect, but the rent to be proportionately abated as hereinabove
provided, or (2) give notice to Tenant at any time within sixty (60) days after
such damage terminating this Lease as of a date to be specified in such notice,
which date shall be not less than thirty (30) nor more than sixty (60) days
after giving such notice. In the event of the giving of such notice, this lease
shall expire and all interest of Tenant in the Premises shall terminate on such
date so specified in such notice and the rent, reduced by any proportionate
reduction based upon the extent, if any, to which said damage interfered with
the use and occupancy of Tenant, shall be paid to the date of such termination;
Landlord agrees to refund to the Tenant any rent theretofore paid in advance for
any period of time subsequent to such date.
     13.3 TOTAL DESTRUCTION. In the event the Premises are totally destroyed or
the Premises cannot be restored as required herein under applicable laws and
regulations, notwithstanding the availability of insurance proceeds, this Lease
shall be terminated effective the date of the damage.
     13.4 DAMAGE NEAR END OF THE TERM. Notwithstanding anything to the contrary
contained in this Section 13, Landlord shall not have any obligation whatsoever
to repair, reconstruct or restore the Premises when the damage resulting from
any casualty covered under this Section 13 occurs during the last twelve (12)
months of the term of this Lease or any extension thereof.
     13.5 LANDLORD'S OBLIGATIONS. The Landlord shall not be required to repair
any injury or damage by fire or other causes, or to make any restoration or
replacement of any paneling, decorations, partitions, railings, floor covering,
office fixtures or any other improvements or property installed in the Premises
by Tenant or at the direct or indirect expense of Tenant. Tenant shall be
required to restore or replace same in the event of damage. Except for abatement
of rent, if any, Tenant shall have no claim against Landlord for any damage
suffered by reason of any such damage, destruction, repair or restoration; nor
shall Tenant have the right to terminate this Lease as the result of any
statutory provision now or hereafter in effect pertaining to the damage and
destruction of the Premises or the Building, except as expressly provided
herein.

14. CONDEMNATION. If all or any part of the Premises shall be taken or
appropriated for public or quasi-public use by right of eminent domain with or
without litigation or transferred by agreement in connection with such public or
quasi-public use, either party hereto shall have the right at its option
exercisable within thirty (30) days of receipt of notice of such taking to
terminate this Lease as of the date possession is taken by the condemning
authority, provided, however, that before Tenant may terminate this Lease by
reason of taking or appropriation as provided hereinabove, such taking or
appropriation shall be of such an extent and nature as to substantially
handicap, impede or impair Tenant's use of the Premises. If any part of the
Building other than the Premises shall be so taken or appropriated, Landlord
shall have the right at its option to terminate this Lease. No award for any
partial or entire taking shall be apportioned, and Tenant hereby assigns to
Landlord any award which may be made in such taking or condemnation, together
with any and all rights of Tenant now or hereafter arising in or to the same or
any part thereof, provided, however, that nothing contained herein shall be
deemed to give Landlord any interest in or to require Tenant to assign to
Landlord any award made to


                                                      Office Lease Page 11 of 20
<PAGE>

Tenant for the taking of personal property and fixtures belonging to Tenant
and/or for the interruption of or damage to Tenant's business and/or for
Tenant's unamortized cost of leasehold improvements. In the event of a partial
taking which does not result in a termination of this Lease, rent shall be
abated in the proportion which the part of the Premises so made unusable bears
to the rented area of the Premises immediately prior to the taking. No temporary
taking of the Premises and/or of Tenant's rights therein or under this Lease
shall terminate this Lease or give Tenant any right to any abatement of rent
thereunder; any award made to Tenant by reason of any such temporary taking
shall belong entirely to Tenant and Landlord shall not be entitled to share
therein.

15. ASSIGNMENT AND SUBLETTING.
     15.1 LANDLORD'S CONSENT REQUIRED. Tenant shall not assign, transfer,
mortgage, pledge, hypothecate or encumber this Lease or any interest therein,
and shall not sublet the Premises or any part thereof, without the prior written
consent of Landlord and any attempt to do so without such consent being first
had and obtained shall be wholly void and shall constitute a breach of this
Lease.
     15.2 REASONABLE CONSENT. If Tenant complies with the following conditions,
Landlord shall not unreasonably withhold its consent to the subletting of the
Premises or any portion thereof or the assignment of this Lease. Tenant shall
submit in writing to Landlord (a) the name and legal composition of the proposed
subtenant or assignee; (b) the nature of the business proposed to be carried on
in the Premises; (c) the terms and provisions of the proposed sublease; (d) such
reasonable financial information as Landlord may request concerning the proposed
subtenant or assignee.
     15.3 NO RELEASE OF TENANT. No consent by Landlord to any assignment or
subletting by Tenant shall relieve Tenant of any obligation to be performed by
Tenant under this Lease, whether occurring before or after such consent,
assignment or subletting. The consent by Landlord to any assignment or
subletting shall not relieve Tenant from the obligation to obtain Landlord's
express written consent to any other assignment or subletting. The acceptance of
rent by Landlord from any other person shall not be deemed to be a waiver by
Landlord of any provision of this Lease or to be a consent to any assignment,
subletting or other transfer. Consent to one assignment, subletting or other
transfer shall not be deemed to constitute consent to any subsequent assignment,
subletting or other transfer.
     15.4 ATTORNEY'S FEES. In the event Landlord shall consent to a sublease or
assignment under this Section 15, Tenant shall pay Landlord's reasonable
attorney's fees not to exceed $1,000.00 incurred in connection with giving such
consent.

16. SUBORDINATION.

     16.1 SUBORDINATION. This Lease at Landlord's option shall be subject and
subordinate to all ground or underlying leases which now exist or may hereafter
be executed affecting the Premises or the land upon which the Premises are
situated or both, and to the lien of any mortgages or deeds of trust in any
amount of amounts whatsoever now or hereafter placed on or against the land or
improvements or either thereof, of which the Premises are a part, or on or
against Landlord's interest or estate therein, or on or against any ground or
underlying lease without the necessity of the execution and delivery


                                                      Office Lease Page 12 of 20
<PAGE>

of any further instruments on the part of Tenant to effectuate such
subordination. If any mortgagee, trustee or ground lessor shall elect to have
this Lease prior to the lien on its mortgage, deed of trust or ground lease, and
shall give written notice thereof to Tenant, this Lease shall be deemed prior to
such mortgage, deed of trust or ground lease, whether this Lease is dated prior
or subsequent to the date of said mortgage, deed of trust or ground lease or the
date of the recording thereof.
     16.2 SUBORDINATION AGREEMENTS. Tenant covenants and agrees to execute and
deliver upon demand without charge therefore, such further instruments
evidencing such subordination of this Lease to such ground or underlying leases
and to the lien of any such mortgages or deeds of trust as any be required by
Landlord. Tenant hereby appoints Landlord as Tenant's attorney-in-fact,
irrevocably, to execute and deliver any such agreements, instruments, releases
or other documents.
     16.3 QUIET ENJOYMENT.  Landlord covenants and agrees with Tenant that upon
Tenant paying rent and other monetary sums due under the Lease, performing its
covenants and conditions under the Lease and upon recognizing purchaser as
Landlord pursuant hereto, Tenant shall and may peaceably and quietly have, hold
and enjoy the Premises for the term, subject, however, to the terms of the Lease
and of any of the aforesaid ground leases, mortgages or deed of trust described
above.
     16.4 ATTORNMENT. In the event any proceedings are brought for default under
ground or any underlying lease or in the event of foreclosure or the exercise of
the power of sale under any mortgage or deed of trust made by the Landlord
covering the Premises, the Tenant shall attorn to the purchaser upon any such
foreclosure or sale and recognize such purchaser as the Landlord under this
Lease, provided said purchaser expressly agrees in writing to be bound by the
terms of the Lease.

17. DEFAULT; REMEDIES
     17.1 DEFAULT. The occurrence of any of the following shall constitute a
material default and breach of this Lease by Tenant:
          (a) Any failure by Tenant to pay the rent or any other monetary sums
     required to be paid hereunder (where such failure continues for five (5)
     days after written notice by Landlord to Tenant);
          (b) The abandonment or vacating of the Premises by Tenant;
          (c) A failure by Tenant to observe and perform any other provision of
     this Lease to be observed or performed by Tenant, where such failure
     continues for twenty (20) days after written notice thereof by Landlord to
     Tenant; provided, however, that if the nature of the default is such that
     the same cannot reasonably be cured within said twenty (20) day period,
     Tenant shall not be deemed to be in default if Tenant shall within such
     period commence such cure and thereafter diligently prosecute the same to
     completion;
          (d) The making by Tenant of any general assignment or general
     arrangement for the benefit of creditors; the filing by or against Tenant
     of a petition to have Tenant adjudged a bankrupt or of a petition for
     reorganization or arrangement under any law relating to bankruptcy (unless,
     in the case of a petition filed against Tenant, the same is dismissed
     within sixty (60) days); the appointment of a trustee or receiver to take
     possession of substantially all of Tenant's assets


                                                      Office Lease Page 13 of 20
<PAGE>

     located at the Premises or of Tenant's interest in this Lease, where
     possession is not restored to Tenant within thirty (30) days; or the
     attachment, execution or other judicial seizure of substantially all of
     Tenant's assets located at the Premises or of Tenant's interest in this
     Lease, where seizure is not discharged within thirty (30) days.
     17.2 REMEDIES. In the event of any such material default or breach by
Tenant, Landlord may, at any time thereafter without limiting Landlord in the
exercise of any right or remedy at law or in equity which Landlord may have by
reason of such default or breach:
          (a) Maintain this Lease in full force and effect and recover the rent
     and other monetary charges as they become due, without terminating Tenant's
     right to possession irrespective of whether Tenant shall have abandoned the
     Premises. In the event Landlord elects not to terminate the Lease, Landlord
     shall have the right to attempt to re-let the Premises at such rent and
     upon such conditions and for such a term, and to do all acts necessary to
     maintain or preserve the Premises as Landlord deems reasonable and
     necessary without being deemed to have elected to terminate the Lease,
     including removal of all persons and property from the Premises; such
     property may be removed and stored in a public warehouse or elsewhere at
     the cost of and for the account of Tenant. In the event any such re-
     letting occurs, this Lease shall terminate automatically upon the new
     Tenant taking possession of the Premises. Notwithstanding that Landlord
     fails to elect to terminate the Lease initially, Landlord at any time
     during the term of this Lease may elect to terminate this Lease by virtue
     of such previous default of Tenant.
          (b) Terminate Tenant's right to possession by any lawful means, in
     which case this Lease shall terminate and Tenant shall immediately
     surrender possession of the Premises to Landlord. In such event Landlord
     shall be entitled to recover from Tenant all damages incurred by Landlord
     by reason of Tenant's default, including without limitation thereto, the
     following:
               (i)     the worth at the time of award of any unpaid rent which
          had been earned at the time of such termination; plus
               (ii)    the worth at the time of award of the amount by which
          the unpaid rent which would have been earned after termination until
          the time of award exceeds the amount of such rental loss that is
          proved could have been reasonably avoided; plus
               (iii)   the worth at the time of award of the amount by which the
          unpaid rent for the balance of the term after the time of award
          exceeds the amount of such rental loss that is proved could be
          reasonably avoided; plus
               (iv)    any other amount necessary to compensate Landlord for all
          the detriment proximately caused by Tenant's failure to perform his
          obligations under this Lease or which in the ordinary course of events
          would be likely to result therefrom; plus
               (v)     at Landlord's election, such other amounts in addition to
          or in lieu of the foregoing as may be permitted from time to time by
          applicable State law. Upon any such re-entry Landlord shall have the
          right to make any reasonable repairs, alterations or modifications to
          the Premises, which


                                                      Office Lease Page 14 of 20
<PAGE>

          Landlord in its sole discretion deems reasonable and necessary. As
          used in (i) above the "worth at the time of award" is computed by
          allowing interest at the rate of ten percent (10%) per annum from the
          date of default. As used in (ii) and (iii) the "worth at the time of
          award" is computed by discounting such amount by Ten Percent (10%).
          The term "rent", as used in this Section 17, shall be deemed to be and
          to mean the rent to be paid pursuant to Section 3 and all other
          monetary sums required to be paid by Tenant pursuant to the terms of
          this Lease.
     17.3   LATE CHARGES. Tenant hereby acknowledges that late payment by Tenant
to Landlord of rent and other sums due hereunder will cause Landlord to incur
costs not contemplated by this Lease, the exact amount of which will be
extremely difficult to ascertain. Such costs include, but are not limited to,
processing and accounting charges, and late charges which may be imposed on
Landlord by the terms of any mortgage or trust deed covering the Premises.
Accordingly, if any installment of rent or any other sum due from Tenant shall
not be received by Landlord or Landlord's designee within ten (10) days after
such amount shall be due, Tenant shall pay to Landlord a late charge equal to
ten percent (10%) of such overdue amount. The parties hereby agree that such
late charge represents a fair and reasonable estimate of the costs Landlord will
incur by reason of late payment by Tenant. Acceptance of such late charge by
Landlord shall in no event constitute a waiver of Tenant's default with respect
to such overdue amount nor prevent Landlord from exercising any of the other
rights and remedies granted hereunder.
     17.4   DEFAULT BY LANDLORD. Landlord shall not be in default unless
Landlord fails to perform obligations required to Landlord within a reasonable
time, but in no event later 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 Premise whose name and address shall have theretofore been furnished to
Tenant in writing, specifying wherein Landlord has failed to perform such
obligations; provided, however, that if the nature of Landlord's obligation is
such that more than thirty (30) days are required for performance, then Landlord
shall not be in default if Landlord commences performance within such thirty-day
period and thereafter diligently prosecutes the same to completion.

18. RELOCATION OF PREMISES

     18.1 CONDITIONS. For the purpose of maintaining an economical and proper
distribution of Tenants throughout the Building acceptable to Landlord, Landlord
shall have the time to time during the term of this Lease to relocate the
Premises in the Build following terms and conditions:
          (a) The rented and usable areas of the new location in the Building
     are of equal size to the existing location (subject to a variation of up to
     ten percent (10%) provided the amount of rent payable under this Lease is
     not increased;
          (b) If the then prevailing rental rate for the new location is less
     than the amount being paid for the existing location, the rent shall be
     reduced to equal the then prevailing rent for the new location;
          (c) Landlord shall pay the cost of providing tenant improvements in
     the new location comparable to the tenant improvements in the existing
     location;
          (d) Landlord shall pay the expenses reasonably incurred by Tenant in


                                                      Office Lease Page 15 of 20
<PAGE>

     connection with such substitution of Premises, including but not limited to
     costs of moving, door lettering, telephone relocation and reasonable
     quantities of new stationary;
     18.2 NOTICE. Landlord shall deliver to Tenant written notice of Landlord's
election to relocate the Premises, specifying the new location and the amount of
rent payable therefore at least thirty (30) days prior to the date the
relocation is to be effective. If the relocation of the is not Premises is not
acceptable to Tenant, Tenant for a period of ten (10) days after receipt of is
notice to relocate shall have the right (by delivering written notice to
Landlord) terminate this Lease effective thirty (30) days after delivery of
written notice to Landlord.

19. This item omitted.

20. MISCELLANEOUS.
     20.1 ESTOPPEL CERTIFICATE.
          (a) 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 purchase or encumbrancer of the
          Premises.
          (b) Tenant's failure to deliver such statement within such time shall
     be conclusive upon Tenant
               (i) that this Lease is in full force and effect, without
          modification except as may be represented by Landlord,
               (ii) that there are no uncured defaults in Landlord's
          performance, and
               (iii) that not more than one month's rent has been paid in
          advance.

          (c) If Landlord desires to finance or refinance the Building, or any
     part thereof, Tenant hereby agrees to deliver to any lender designated by
     Landlord such financial statements of Tenant as may be reasonably required
     by such lender. Such statements shall include the past three years
     financial statements of Tenant. All such financial statements shall be
     received by Landlord in confidence and shall be used only for the purposes
     herein set forth. Nor to delivering such financial statement to the Lender,
     the Landlord shall obtain the agreement of the Lender to keep such
     financial statements confidential and not to use such financial statements
     other than to evaluate the credit of Tenant for the purpose of financing or
     refinancing the Building.
     20.2 TRANSFER OF LANDLORD'S INTEREST. In the event of a sale of conveyance
by Landlord of Landlord's interest in the Premises or the Building other than a


                                                      Office Lease Page 16 of 20
<PAGE>

transfer for security purposes only, Landlord shall be relieved from and after
the date specified in any such notice of transfer of all obligations and
liabilities occurring thereafter on the part of Landlord, provided that any
funds in the hands of Landlord at the time of transfer in which Tenant has an
interest, shall be delivered to the successor of Landlord. This Lease shall not
be affected by any such sale and Tenant agrees to attorn to the purchaser of
assignee provided all Landlord's obligations hereunder are assumed in writing by
the transferee.
     20.3 CAPTIONS; ATTACHMENTS; DEFINED TERMS.
          (a) The captions of the paragraphs of this Lease are for convenience
     only and shall not be deemed to be relevant in resolving any question of
     interpretation or construction of any section of this Lease.
          (b) Exhibits attached hereto, and addendum and schedules initialed by
     the parties, are deemed by attachment to constitute part of this Lease and
     are incorporated herein.
          (c) The words "Landlord" and "Tenant", as used herein, shall include
     the plural as well as the singular. Words used in neuter gender include the
     masculine and feminine and words in the masculine or feminine gender
     include the neuter. If there be more than one Landlord or Tenant, the
     obligations hereunder imposed upon Landlord or Tenant shall be joint and
     several; as to a Tenant which consists of husband and wife, the obligations
     shall extend individually to their sole and separate property as well as
     community property. The term "Landlord" shall mean only the owner or owners
     at the time in question of the fee title or a tenant's interest in a ground
     Lease of the land underlying the Building, The obligations contained in
     this Lease to be performed by Landlord shall be binding on Landlord's
     successor's and assigns only during their respective periods of ownership.
     20.4 ENTIRE AGREEMENT. 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 amount themselves and their agents
or representatives relative to the leasing of the Premises are merged in or
revoked by this Agreement.
     20.5 SEVERABILITY. If any term or provision of this Lease shall, to any
extent, be determined by a court of competent jurisdiction to be invalid or
unenforceable, the remainder of this Lease shall not be affected thereby, and
each term and provision of this Lease shall be valid and be enforceable to the
fullest extent permitted by law.
     20.6 COSTS OF SUIT.
          (a) If Tenant or Landlord shall bring any action for any relief
     against the other, declaratory or otherwise, arising out of this Lease,
     including any suit by Landlord for the recovery of rent or possession of
     the Premises, the losing party shall pay the successful party a reasonable
     sum for attorneys' fees which shall be deemed to have accrued on the
     commencement of such action and shall be paid whether or not such action is
     prosecuted to judgment.
          (b) Should Landlord, without fault on Landlord's part, be made a party
     to any litigation instituted by Tenant or by any third party against
     Tenant, or by or


                                                      Office Lease Page 17 of 20
<PAGE>

     against any person holding under or using the Premises by license of
     Tenant, or for the foreclosure of any lien for labor or material furnished
     to or for Tenant or any such other person or otherwise arising out of or
     resulting from any act or transaction of Tenant or of any such other
     person, Tenant covenants to save and hold Landlord harmless from any
     judgment rendered against Landlord or the Premises or any part such
     thereof, and all costs and expenses, including reasonable attorneys' fees,
     incurred by Landlord in or in connection with such litigation.
          (c) If Tenant or Landlord or their successors or assigns shall bring
     an action against Broker or make Broker a party to litigation arising out
     of this Lease, Broker shall be entitled to recover reasonable attorney's
     fees and court costs from either Landlord or Tenant if Broker is adjudged
     by court of competent jurisdiction to be without fault in such matter.
     20.7 TIME; JOINT AND SEVERAL LIABILITY. Time is of the essence of this
Lease and each and every provision hereof, except as to the conditions relating
to the delivery of possession of the Premises to Tenant. All the terms,
covenants and conditions contained in this Lease to be performed by either
party, if such party shall consist of more than one person or organization,
shall be deemed to be joint and several, and all rights and remedies of the
parties shall be cumulative and nonexclusive of any other remedy at law or in
equity.
     20.8 BINDING EFFECT; CHOICE OF LAW. The parties hereto agree that all
provisions hereof are to be construed as both covenants and conditions as though
the words importing such covenants and conditions were used in each separate
paragraph hereof. Subject to any provisions hereof restricting assignment or
subletting by Tenant and subject to Section 20.2, all of the provisions hereof
shall bind and insure to the benefit of the parties hereto and their respective
heirs, legal representative, successors and assigns. This Lease shall be
governed by the laws of the State of California.
     20.9 WAIVER. No covenant, term or condition or the breach thereof shall be
deemed waived, except by written consent of the party against whom the waiver is
claimed, and any waiver of the breach of any covenant, term or condition shall
not be deemed to be a waiver of any preceding or succeeding breach of the same
or any other covenant, term or condition. Acceptance by Landlord of any
performance by Tenant after the time the same shall have become due shall not
constitute a waiver by Landlord of the breach of any covenant, term or condition
unless otherwise expressly agreed to by Landlord in writing.
     20.10 SURRENDER OF PREMISES. The voluntary or other surrender of this Lease
by Tenant, or a mutual cancellation thereof, shall not work a merger, and shall,
at the option of the Landlord, terminate all or any existing subleases or
subtenancies, or may, at the option of Landlord, operate as an assignment to it
of any or all such subleases or subtenancies.
     20.11 HOLDING OVER. If Tenant remains in possession of all or any part of
the Premises after the expiration of the term hereof, with or without the
express or implied consent of Landlord, such tenancy shall be from month to
month only, and not a renewal hereof or an extension for any further term, and
in such case, rent and other monetary sums due hereunder shall be payable in the
amount and at the time specified in this Lease and such month to month tenancy
shall be subject to every other term, covenant and


                                                      Office Lease Page 18 of 20
<PAGE>

agreement contained herein. The rent during the holdover period shall be
$3000.00 per month.
     20.12 SIGNS
          (a) Tenant shall not place or permit to placed in or upon the
     Premises, where visible from outside the Premises, or outside the Premises
     or any part of the Building any signs, notices, drapes, shutters, blinds or
     displays or any type without the prior written consent of Landlord.
          (b) Landlord reserves the right in Landlord's sole discretion to place
     and locate on the roof, exterior of the Building, and in any area of the
     Building not leased to Tenant such signs, notices, displays and similar
     items as Landlord deems appropriate in the proper operation of the
     Building,
     20.13 REASONABLE CONSENT. Except as limited elsewhere in this Lease,
wherever in this Lease Landlord or Tenant is required to give its consent or
approval to any action on the part of the other, such consent or approval shall
not be unreasonably withheld. In the event of failure to give any such consent,
the other party shall be entitled to specific performance at law and shall have
such other remedies as are reserved to it under this Lease, but in no event
shall Landlord or Tenant be responsible in monetary damages for failure to give
consent unless said consent is withheld maliciously or in bad faith.
     20.14 INTEREST ON PAST DUE OBLIGATIONS. Except as expressly provided, any
amount due to Landlord not paid when due shall bear interest at ten percent
(10%) per annum from the due date. Payment of such interest shall not excuse or
cure any default by Tenant under this Lease.
     20.15 RULES AND REGULATIONS; PARKING.
          (a) Tenant and Tenant's agents, servants, employees, visitors and
     licensees shall observe and comply fully and faithfully with all reasonable
     and non-discriminatory rules and regulations adopted by Landlord for the
     care, protection, cleanliness and operation of the Building and its Tenants
     including those annexed to this Lease as Exhibit C and any modification or
     addition thereto adopted by Landlord, provided Landlord shall give written
     notice thereof to Tenant. Landlord shall not be responsible to Tenant for
     the non-performance by any other tenant or occupant of the Building of any
     of said rules and regulations.
     20.16 NOTICES. All Notices or Demands of any kind required or desired to be
given by Landlord or Tenant hereunder shall be in writing and shall be deemed
delivered forty-eight (48) hours after depositing the notice or demand in the
United States mail, certified or registered, postage prepaid addressed to the
Landlord or Tenant respectively at the address set forth after their signatures
at the end of this Lease.
     20.17 CORPORATE AUTHORITY. If Tenant is a corporation, each individual
executing this Lease on behalf of said corporation represents and warrants that
he is duly authorized to execute and deliver this Lease on behalf of said
corporation in accordance with a duly adopted resolution of the Board of
Directors of said corporation or in accordance with the By-laws of said
corporation, and that this Lease is binding upon said corporation 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 a


                                                      Office Lease Page 19 of 20
<PAGE>

resolution, of the Board of Directors of said corporation authorizing or
ratifying the execution of this Lease.

21. Landlord and Tenant hereby agree that Landlord upon receipt of a fully
executed Lease shall deliver a thirty day notice to vacate premises to each of
the three tenants (Willis Naphan, Harjeet Ghuman, and George Beckley) who now
(as of 7/12/99), occupy the suites comprising the premises. Landlord and tenant
shall mutually agree upon a reasonable term commencement date subject to the
above mentioned tenants vacating the premises.

In Witness Whereof, Landlord and Tenant have executed this Lease the date and
year as first referenced above.


Landlord:                                Tenant:

KBK Properties, Inc.                     TriNet Employer Group, Inc.
Lycette Properties, Inc.                 A California Corporation

By:  /s/ ROBERT LYCETTE                  By:  /s/ DOUGLAS P. DEVLIN  7/22/99
    ---------------------------               ------------------------------
Mr. Robert Lycette         Date          Mr. Douglas Devlin           Date


Address:                                 Address:
1600 El Camino Real, Suite D             101 Callan Avenue, 2nd Floor
Belmont, CA 94002                        San Leandro, CA  94577


                                                      Office Lease Page 20 of 20
<PAGE>

                                  EXHIBIT "A"

                                    OMITTED



                                                                       Exhibit A
<PAGE>

                                  EXHIBIT "B"

                                    OMITTED


                                                                       Exhibit B
<PAGE>

                                  EXHIBIT "C"

Landlord shall furnish to the Tenant, during the term of the leasehold granted
by this Agreement, at the Landlord's sole cost, the following services and
supplies:

A:   Restrooms supplies, including soap, towels, seatcovers and toilet tissues.
B:   Hot and cold water in restrooms.
C:   Janitorial service, in accordance with following schedule:
     5-day a week basis excluding Saturdays, Sundays and public holidays

     Daily:  Dust all furniture, counters, cabinets and window sills; sweep all
floors; empty all wastebaskets; dispose of all rubbish; clean and maintain in
sanitary condition all restrooms and plumbing fixtures; sweep sidewalks,
stairways and halls; replace light  bulbs, tubes, ballasts and starters.

     Weekly:  Mop all floors and dust all venetian blinds. Vacuum carpets.

     Bi-weekly:  Clean all glass surfaces including glass walls and glass table
tops.

     Semiannually:  Wash all windows.


                                                                       Exhibit C