<PAGE>

                                                            Exhibit 10.23
                                  OFFICE LEASE



     This OFFICE LEASE (the "Lease"), dated as of September 7, 2000 for
reference purposes only, is by and between OATES/ALLEGHENY VENTURE I, LLC, A
CALIFORNIA LIMITED LIABILITY COMPANY ("Landlord"), AND INSWEB CORPORATION, A
DELAWARE CORPORATION ("Tenant").

     1. LEASE OF PREMISES. In consideration of the Rent (as defined at Section
5) and the provisions of this Lease, Landlord leases to Tenant and Tenant leases
from Landlord the Premises shown on the floor plan attached hereto as Exhibit
"A" (the "Floor Plan") and further described in Section 2(a). The Premises are
located within the Building and Project described in Section 2(b). Tenant shall
have the non-exclusive right (unless otherwise provided herein) in common with
Landlord, other tenants, subtenants and invitees, to use of the Common Areas (as
defined at Section 2(k)).

     2. DEFINITIONS. As used in this Lease, the following terms shall have the
following meanings:

          (a) PREMISES: That portion of the Building containing APPROXIMATELY
54,456 SQUARE FEET OF RENTABLE AREA AND APPROXIMATELY 48,585 SQUARE FEET OF
USABLE AREA (as may be adjusted pursuant to Section 5(a)(i) below), as shown
on the Floor Plan, located on the SECOND floor of the Building and known as
SUITE 200.

          (b) PROJECT: The building of which the Premises are a part (the
"Building") and any other buildings or improvements on the real property (the
"Property") located at 11290 PYRITES WAY, RANCHO CORDOVA, CALIFORNIA 95670,
and further described as: ONE (1) TWO STORY FREESTANDING BUILDING CONTAINING
A TOTAL RENTABLE AREA OF APPROXIMATELY 104,641 RENTABLE SQUARE FEET. The
Project is known as Gold River Corporate Center Phase I.

          (c) RENTABLE AREA: As to both the Premises and the Project, the
respective measurements of floor area as may from time to time be subject to
lease by Tenant and all tenants of the Project, respectively, as determined
by Landlord and applied on a consistent basis throughout the Project.

          (d) TENANT'S PROPORTIONATE SHARE: Fifty Two Point Zero Four Percent
(52.04%). Such share is a fraction, the numerator of which is the Rentable Area
of the Premises, and the denominator of which is the Rentable Area of the
Project, as determined by Landlord from time to time.

          (e) COMMENCEMENT DATE: The Commencement Date shall be determined
pursuant to Section 3 below.

          (f) TERM: ONE HUNDRED AND TWENTY TWO (122) MONTHS, (as may be
adjusted pursuant to Section 3), commencing on the Commencement Date and
expiring at midnight on the Expiration Date which will be established on
commencement. The Expiration Date shall be One Hundred Twenty Two (122)
months after the Commencement Date (as may be adjusted pursuant to Section 3).

          (g) BASE RENT: Base Rent shall be payable as follows (as may be
adjusted pursuant to S ection 5(a)(ii)):

<TABLE>
<S>                       <C>          <C>
          Months   1 -   2     $0.00
          Months   3 -  30     $80,050.32 per month ($1.47 per Rentable square foot per month)
          Months  31 -  60     $85,495.92 per month ($1.57 per Rentable square foot per month)
          Months  61 -  90     $90,941.52 per month ($1.67 per Rentable square foot per month)
          Months  91 - 122     $96,387.12 per month ($1.77 per Rentable square foot per month)
</TABLE>

          (h) SECURITY DEPOSIT (SECTION 8): The Security Deposit shall be
cash in the total amount of one million seven hundred thousand dollars
($1,700,000). If the Security Deposit is paid in cash, ten percent (10%) of
the Security Deposit will be refunded each year on the anniversary of the
Commencement Date. Tenant may

                               Page 1 of 29 Pages

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elect to utilize a letter of credit for a portion of the Security Deposit, in
which event, Tenant shall provide Landlord with $75,000 in cash and a letter
of credit in the amount of $1,625,000. The principal amount of the letter of
credit will be reduced pursuant to Section 42.

          (i) BASE YEAR: 2001

          (j) TENANT'S USE CLAUSE (SECTION 9): Customer Service Center and
Administrative Offices. Sales, development, marketing of software and
transaction of e-commerce and services directly related thereto.

          (k) COMMON AREAS: The building lobbies, common corridors and
hallways, restrooms, garage and parking areas, stairways, elevators and other
generally understood public or common areas. Landlord shall have the right,
in Landlord's sole discretion, from time to time:

               (i)   To make changes to the Common Areas, including, without
limitation, changes in the location, size, shape and number of driveways,
entrances, parking spaces, parking areas, loading and unloading areas,
ingress, egress, direction of traffic, landscaped areas, walkways and utility
raceways;

               (ii)  To regulate or restrict the use of the Common Areas.

               (iii) To close temporarily any of the Common Areas for
maintenance purposes so long as reasonable access to the Premises remains
available;

               (iv)  To designate other land outside the boundaries of the
Project to be a part of the Common Areas;

               (v)   To add additional buildings and improvements to the
Common Areas;

               (vi)  To use the Common Areas while engaged in making
additional improvements, repairs or alterations to the Project, or any
portion thereof; and

               (vii) To do and perform such other acts and make such other
changes in, to or with respect to the Common Areas and Project as Landlord
may, in the exercise of sound business judgment, deem to be appropriate.

          (l) PARKING (SECTION 32): Tenant shall be permitted to park up to
210 cars on a non-exclusive basis in the area(s) designated by Landlord for
parking.

          (m) BROKER(S):

              Landlord's: BUZZ OATES REAL ESTATE

              Tenant's:   BT COMMERCIAL REAL ESTATE AND CB RICHARD ELLIS

          (n) LANDLORD'S MAILING ADDRESS:    Oates/Allegheny Venture I, LLC
                                             c/o A & A Properties, Inc.
                                             8615 Elder Creek Road
                                             Sacramento, CA 95828
                                             Attention: Stacy Santin
                                             (916) 381-3843 (phone)
                                             (916) 381-8671 (facsimile)


                               Page 2 of 29 Pages

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          (o) TENANT'S MAILING ADDRESS:   INSWEB Corporation
                                          901 Marshall Street
                                          Redwood City, California 94063
                                          Attention:  General Counsel
                                          (650) 298-9100 (phone)
                                          (650) 817-0352 (facsimile)

     3. TERM. The term of this Lease shall commence on the Commencement Date
and shall run for one hundred twenty two (122) months, provided, that the
Term shall be reduced by the number of days of free rent reduced from
Tenant's agreed upon two (2) months of free rent pursuant to Sections
5(a)(ii)(1) below, in order to ensure that Tenant pays rent for one hundred
twenty (120) months during the Term. The "Commencement Date" shall mean the
earlier to occur of the following dates: (i) the day upon which Tenant takes
possession of the Premises; or (ii) the day upon which the Leasehold
Improvements have been Substantially Completed (as that term is defined
below), except in the event completion of the Leasehold Improvements is
delayed by reason of any Tenant Delay enumerated in Paragraph 6 of the Work
Letter Agreement attached hereto as Exhibit "B" (the "Work Letter
Agreement"), in which event the Commencement Date shall be deemed to have
occurred as of the day that Landlord would have Substantially Completed the
Leasehold Improvements but for such delay. Thus, the Commencement Date shall
not be delayed by a Tenant Delay. If requested by Landlord, Tenant shall
execute an amendment to this Lease memorializing the Commencement Date once
such date has occurred. The Leasehold Improvements shall be deemed to be
"Substantially Completed" when they have been completed in accordance with
the Tenant Working Drawings referenced in the Work Letter Agreement except
for punch list items, which shall be completed in accordance with Paragraph 7
of the Work Letter Agreement, as evidenced by the issuance of a Certificate
of Occupancy or Temporary Certificate of Occupancy for the Premises. (The
foregoing definition of Substantially Completed shall also define the terms
"Substantial Completion" and "Substantially Complete.")

     4. DELIVERY OF POSSESSION. Landlord shall use commercially reasonable
efforts to deliver the Premises to Tenant forty-five (45) days following the
execution of the Lease (the "Estimated Commencement Date"). If for any reason
Landlord cannot deliver possession of the Premises to Tenant by the Estimated
Commencement Date, Landlord shall not be subject to any liability therefor,
nor shall such failure affect the validity of this Lease, or the obligations
of Tenant hereunder, but in such case, Tenant shall not, except as otherwise
provided herein, be obligated to pay rent or perform any other obligation of
Tenant under the terms of this Lease until the Commencement Date.

     5. RENT.

          (a) PAYMENT OF BASE RENT.

               (i) Tenant agrees to pay the Base Rent for the Premises as
shown in Section 2.g above. Base Rent, however, shall be calculated based
upon the Rentable square feet within the Premises, determined in accordance
with the following: within sixty (60) days after completion of construction
of the Premises, Landlord's architect shall calculate the Rentable Area and
Useable Area of the Premises by application of the standard method for
measuring floor area in office buildings (ANSI/BOMA 265.1, 1996). Such
architect shall notify Landlord and Tenant of the results of such calculation
and the Lease shall be amended to reflect the actual Rentable Area and
Useable Area of the Premises and the resulting changes in Base Rent. In the
event that one or more rental payments become due prior to determination of
Rentable Area of the Premises pursuant to the above procedures, Tenant shall
pay Base Rent based upon the schedule stated above. Upon final determination
of Rentable Area of the Premises, the estimated Base Rent paid by Tenant
shall be compared to the actual Base Rent due for such period and, within
thirty (30) days, Tenant shall pay Landlord any deficiency or Landlord shall
credit any excess payment against Tenant's next installment of Base Rent.
Monthly Installments of Base Rent shall be payable in advance on the first
day of each calendar month of the Term. If the Term begins (or ends) on other
than the first (or last) day of a calendar month, the Base Rent for the
partial month shall be prorated on a per diem basis. Tenant shall pay
Landlord the first Monthly Installment of Base Rent when Tenant executes the
Lease.

               (ii) Except to the extent that any delay in the Substantial
Completion of the Leasehold Improvements is caused by a Tenant Delay
enumerated in Paragraph 6 of the Work Letter Agreement,

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the Base Rent as set forth herein above shall be adjusted as follows:

                    (1) If the Leasehold Improvements are Substantially
Completed before the Estimated Commencement Date, then Base Rent shall be
adjusted as follows: Tenant shall receive sixty (60) days of free rent, minus
one day of free rent for each day before the Estimated Commencement Date on
which the Leasehold Improvements are Substantially Complete.

                    (2) If the Leasehold Improvements are Substantially
Completed on or after the Estimated Commencement Date, then Base Rent shall
be adjusted as follows: Tenant shall receive sixty (60) days of free rent.

          (b) PROJECT OPERATING COSTS.

               (i) In order that the Rent payable during the Term reflect any
increase in Project Operating Costs, Tenant agrees to pay to Landlord as
Rent, Tenant's Proportionate Share of all increases in costs, expenses and
obligations attributable to the Project and its operation, all as provided
below.

               (ii) If, during any calendar year during the Term, Project
Operating Costs exceed the Project Operating Costs for the Base Year, Tenant
shall pay to Landlord, in addition to the Base Rent and all other payments
due under this Lease, an amount equal to Tenant's Proportionate Share of such
excess Project Operating Costs in accordance with the provisions of this
Section 5(b)(ii).

                    (1) The term "Project Operating Costs" shall mean all
direct costs and expenses incurred by Landlord for the ownership, operation,
repair, maintenance, replacement, and insurance of the Building and Project
including, without limitation, all those items described in the following
subparagraphs (A) and (B).

                         (A) All taxes, assessments, and other similar
governmental charges levied on or attributable to the Building or Project or
their operation, including without limitation, (i) real property taxes or
assessments levied or assessed against the Building or Project, (ii)
assessments or charges levied or assessed against the Building or Project by
any redevelopment agency, (iii) any tax measured by gross rentals received
from the leasing of the Premises, Building or Project, excluding any net
income, franchise, capital stock, estate or inheritance taxes imposed by the
State or Federal government or their agencies, branches or departments;
provided that if at any time during the Term any governmental entity levies,
assesses or imposes on Landlord any (1) general or special, ad valorem or
specific, excise, capital levy or other tax, assessment, levy or charge
directly on the Rent received under this Lease or on the rent received under
any other leases of space in the Building or Project, or (2) any license fee,
excise or franchise tax, assessment, levy or charge measured by or based, in
whole or in part, upon such rent, or (3) any transfer, transaction, or
similar tax, assessment, levy or charge based directly or indirectly upon the
transaction represented by this Lease or such other leases, or (4) any
occupancy, use, per capita or other tax, assessment, levy or charge based
directly or indirectly upon the use or occupancy of the Premises or other
premises within the Building or Project, then any such taxes, assessments,
levies and charges shall be deemed to be included in the term Project
Operating Costs. If at any time during the Term, the assessed valuation of,
or taxes on, the Project are not based on a completed Project having at least
ninety-five percent (95%) of the Rentable Area occupied, then the "taxes"
component of Project Operating Costs shall be adjusted by Landlord to
reasonably approximate the taxes which would have been payable if the Project
were completed and at least ninety-five percent (95%) occupied.

                         (B) Operating costs incurred by Landlord in
maintaining and operating the Building and Project, including without
limitation the following: costs of (1) utilities, including, without
limitation, water, electricity, gas, heating, lighting, sewer, fire system
utilities, elevator utilities, storm, drainage, waste disposal; (2) supplies,
(3) insurance (including public liability, property damage, earthquake, and
fire and flood, loss of rents and extended coverage insurance for the full
replacement cost of the Building and Project as required by Landlord or its
lenders for the Project; (4) services of independent contractors; (5)
compensation (including employment taxes and fringe benefits) of all persons
who perform duties connected

                               Page 4 of 29 Pages

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with the operation, maintenance, repair or overhaul of the Building or
Project, and equipment, improvements and facilities located within the
Project including without limitation engineers, janitors, painters, floor
waxers, window washers, security (if any, it being agreed that Landlord has
no obligation to provide security service to the building) and parking
personnel and gardeners (but excluding persons performing services not
uniformly available to or performed for substantially all Building or Project
tenants); (6) operation and maintenance of a room for delivery and
distribution of mail to tenants of the Building or Project as required by the
U.S. Postal Service (including, without limitation, an amount equal to the
fair market rental value of the mail room premises); (7) management of the
Building or Project, whether managed by Landlord or an independent contractor
(including, without limitation, an amount equal to the fair market value of
any on-site manager's office); (8) rental expenses for (or a reasonable,
depreciation allowance on) personal property used in the maintenance,
operation or repair of the Building or Project; (9) costs, expenditures or
charges (whether capitalized or not) required by any governmental or
quasi-governmental authority; (10) amortization of capital expenses
(including financing costs) (i) required by a governmental entity for energy
conservation or life safety purposes, or (ii) made by Landlord to reduce
Project Operating Costs; and (11) any other costs or expenses incurred by
Landlord under this Lease and not otherwise reimbursed by tenants of the
Project. If at any time during the Term, less than ninety-five percent (95%)
of the Rentable Area of the Project is occupied, the "operating costs"
component of Project Operating Costs shall be adjusted by Landlord to
reasonably approximate the operating costs which would have been incurred if
the Project had been at least ninety-five percent (95%) occupied.

     Notwithstanding the foregoing, the costs and expenses relating to
ownership, maintenance and operation of the Premises shall not include the
following: the cost of removing any violation of any present laws, ordinances,
orders, rules, regulations or requirements of federal, state, municipal and
other governmental bodies having jurisdiction over the Property; the cost of
tenant installations, and decorations incurred in connection with preparing
space for a new tenant (including Tenant); salaries of personnel above the level
of building manager; any cost for which Landlord is reimbursed by a tenant in
the Building; any cost for which Landlord is reimbursed by insurance proceeds;
any costs incurred by Landlord as a result of the employment of entities
affiliated with Landlord in excess of the cost Landlord would have incurred had
unaffiliated entities been employed by Landlord; and costs incurred in
connection with the transfer or other disposition of the Building and/or the
Property (not including any increase in any taxes due to such transfer).

                         (C) If the Lease shall terminate or the lease Term
shall expire before the amount of any credit due to Tenant for Reimbursable
Expenses shall be expended, Landlord shall promptly reimburse such amount to
Tenant.

                    (2) Tenant's Proportionate Share of Project Operating
Costs shall be payable by Tenant to Landlord as follows:

                         (A) Beginning with the calendar year following the
Base Year and for each calendar year thereafter ("Comparison Year"), Tenant
shall pay Landlord an amount equal to Tenant's Proportionate Share of the
Project Operating Costs Incurred by Landlord in the Comparison Year which
exceeds the total amount of Project Operating Costs payable by Landlord for
the Base Year. This excess is referred to as the "Excess Expenses."

                         (B) To provide for current payments of Excess
Expenses, Tenant shall, at Landlord's request, pay as additional rent during
each Comparison Year, an amount equal to Tenant's Proportionate Share of the
Excess Expenses payable during such Comparison Year, as estimated by Landlord
from time to time. Such payments shall be made in monthly installments,
commencing on the first day of the month following the month in which
Landlord notifies Tenant of the amount it is to pay hereunder and continuing
until the first day of the month following the month in which Landlord gives
Tenant a new notice of estimated Excess Expenses. It is the intention
hereunder to estimate from time to time the amount of the Excess Expenses for
each Comparison Year and Tenant's Proportionate Share thereof, and then to
make an adjustment in the following year based on the actual Excess Expenses
incurred for that Comparison Year.

                               Page 5 of 29 Pages

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                         (C) On or before April 1 of each Comparison Year
after the first Comparison Year (or as soon thereafter as is practical),
Landlord shall deliver to Tenant a statement setting forth Tenant's
Proportionate Share of the Excess Expenses for the preceding Comparison Year
("Expense Statement"). If Tenant's Proportionate Share of the actual Excess
Expenses for the previous Comparison Year exceeds the total of the estimated
monthly payments made by Tenant for such year, Tenant shall pay Landlord the
amount of the deficiency within ten (10) days of the receipt of the
statement. If such total exceeds Tenant's Proportionate Share of the actual
Excess Expenses for such Comparison Year, then Landlord shall credit against
Tenant's next ensuing monthly installment(s) of additional rent an amount
equal to the difference until the credit is exhausted. If a credit is due
from Landlord on the Expiration Date, Landlord shall pay Tenant the amount of
the credit. The obligations of Tenant and Landlord to make payments required
under this Section 5(b)(ii)(2)(C) shall survive the Expiration Date.

                         (D) Tenant's Proportionate Share of Excess Expenses
in any Comparison Year having less than 365 days shall be appropriately
prorated.

                         (E) For a period of six (6) months after receipt of
an Expense Statement, Tenant shall be entitled, upon thirty (30) days prior
written notice and during normal business hours, at the office of the
Building's property manager or such other place as Landlord shall designate,
to inspect and examine those books and records of Landlord relating to the
determination of Excess Expenses for the immediately preceding calendar year.
Failure of Tenant to request such inspection within such six (6) month period
shall render such Expense Statement conclusive and binding on Tenant. If
after such inspection Tenant still disputes the amount of the Excess Expenses
charged by Landlord, Tenant may, by written request to Landlord, request a
certification as to the proper amount shall be made by Landlord's certified
public accountant, which certification shall be final and conclusive provided
that such certified public accountant is independent of Landlord, and
Landlord's fees to such accountant do not exceed 5% of such accountant's
annual gross revenue. Tenant agrees to pay the cost of such certification
unless it is determined that Landlord's original statement overstated Project
Operating Costs by more than ten percent (10%).

          (c) DEFINITION OF RENT. All costs and expenses, which Tenant
assumes or agrees to pay to Landlord under this Lease shall be deemed
additional rent (which, together with the Base Rent is referred to herein as
the "Rent"). The Rent shall be paid to the building manager (or other person)
and at such place, as Landlord may from time to time designate in writing,
without any prior demand therefor and without deduction or offset, in lawful
money of the United States of America.

          (d) RENT CONTROL. If the amount of Rent or any other payment due
under this Lease violates the terms of any governmental restrictions on such
Rent or payment, then the Rent or payment due during the period of such
restrictions shall be the maximum amount allowable under those restrictions.
Upon termination of the restrictions, Landlord shall, to the extent it is
legally permitted, recover from Tenant the difference between the amounts
received during the period of the restrictions and the amounts Landlord would
have received had there been no restrictions.

          (e) TAXES PAYABLE BY TENANT. In addition to the Rent and any other
charges to be paid by Tenant hereunder, Tenant shall reimburse Landlord upon
demand for any and all taxes payable by Landlord (other than net income
taxes) which are not otherwise reimbursable under this Lease, whether or not
now customary or within the contemplation of the parties, where such taxes
are upon, measured by or reasonably attributable to (a) the cost or value of
Tenant's equipment, furniture, fixtures and other personal property located
in the Premises, or the cost or value of any leasehold improvements made in
or to the Premises by or for Tenant, other than Building Standard Work made
by Landlord, regardless of whether title to such improvements is held by
Tenant or Landlord; (b) the gross or net Rent payable under this Lease,
including, without limitation any rental or gross receipts tax levied by any
taxing authority with respect to the receipt of the Rent hereunder; (c) the
possession, leasing, operation, management, maintenance, alteration, repair,
use or occupancy by Tenant of the Premises or any portion thereof; or (d)
this transaction or any document to which Tenant is a party creating or
transferring an interest or an estate in the Premises. If it becomes unlawful
for Tenant to reimburse Landlord for any costs as required under this Lease,
the Base Rent shall be revised to net Landlord the same net Rent after
imposition of any tax or other charge

                               Page 6 of 29 Pages

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upon Landlord as would have been payable to Landlord but for the
reimbursement being unlawful. Notwithstanding the foregoing, "taxes" shall
not include any franchise, excise, corporate, succession, capital, or levy
tax imposed on Landlord, or any income, profit or revenue tax upon the income
or receipts of Landlord, or any other tax, charge or levy (excluding any
rental tax or sales tax which is payable to Tenant) upon the Base Rent and/or
the Additional Rent reserved under the Lease or any tax, charge or levy not
commonly deemed to be a real estate tax.

     6. TENANT'S OPTIONS TO RENEW AND EXPAND.

          (a) OPTION TO RENEW. Tenant shall have an option to renew the term
of the Lease, as follows:

               (i)  GRANT OF OPTION. Landlord hereby grants to Tenant two (2)
renewal options for terms of five (5) years each (the "Renewal Options").
During the term of the Renewal Options, all provisions of this Lease
applicable to the initial term of this Lease term shall apply, except (a) the
amount of Base Rent shall be the then current "Fair Market Rent" for the
Premises, as determined pursuant to Section 6(d) below and (b) Tenant shall
increase its Security Deposit to an amount equal to the first monthly
installment of Base Rent payable during the term of the Renewal Option.
Notwithstanding anything to the contrary contained herein, the Renewal
Options are rights personal to Tenant and may not be transferred to any
successors or assigns of Tenant without the prior written consent of
Landlord, which consent may be granted or withheld in Landlord's sole and
absolute discretion.

               (ii) EXERCISE OF OPTION. Provided that Tenant is not in
default under the Lease (beyond any applicable cure period), in which case
Tenant shall have no right to exercise the Renewal Options, each Renewal
Option shall be exercised by Tenant's delivery to Landlord of a written
notice of Tenant's intention to exercise such Renewal Option, delivered not
later than one hundred eighty (180) days prior to the expiration of the
then-current term of the Lease (the "Notice of Exercise"). The failure of
Tenant to exercise the Renewal Options as required by this Subsection
6(a)(ii) shall constitute Tenant's election to terminate this Lease at the
end of the then-current term of the Lease, and Landlord's acceptance of any
Rent subsequent to the expiration of such Lease term shall not constitute a
waiver by Landlord of the requirement that Tenant timely exercise the Renewal
Option in writing.

          (b) OPTION TO EXPAND. Tenant shall have a right to expand the
Premises, as follows:

               (i)  GRANT OF EXPANSION RIGHT. Landlord hereby grants to Tenant
a right to expand the Premises ("Tenant's Expansion Right") into the entire
space on the first (1st) floor of the Building as shown on the Site Plan (the
"Available Space"), as follows: at any time during the Lease term when the
Available Space is not then the subject of a lease to another tenant, Tenant
shall have the right to lease the Available Space on the same terms and
conditions as this Lease, provided, however, that (a) the Base Rent for the
Available Space shall be the Fair Market Rent; (b) Tenant shall increase its
Security Deposit by an amount equal to the additional tenant improvement
costs and leasing commissions payable by Landlord in connection with Tenant's
lease of the Available Space; and (c) Landlord's responsibility for tenant
improvements shall be (i) reduced pro rata (in comparison to the final cost
of the Leasehold Improvements paid for by Landlord in accordance with the
Work Letter Agreement) based on the month in which Tenant's Expansion Right
is exercised (for example, if Tenant's Expansion Right is exercised during
the thirty-sixth month of the Lease, then Landlord's obligation for Leasehold
Improvements would be calculated as follows: $25.00 per usable square foot of
such additional space multiplied by 36/120ths); and (ii) if the Available
Space has been previously leased to another tenant and has already been
improved with tenant improvements, then there shall be no allowance for
tenant improvements, and the Available Space shall be taken on an "as is"
basis. If at any time during this Lease, the Available Space is leased to
another tenant and the lease to such other tenant terminates, Landlord shall
deliver notice to Tenant of such lease termination within ten (10) business
days thereof ("Landlord's Space Availability Notice"). Tenant's Expansion
Right shall terminate with respect to any portion of the Available Space
subject to a "Landlord's Offer Notice and/or an "Offer" (as such terms are
defined below), such termination shall be effective at and as of the date of
Tenant's receipt of either a Landlord's Offer Notice and/or an Offer.

                               Page 7 of 29 Pages

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               (ii)  EXERCISE OF TENANT'S EXPANSION RIGHT. Provided that
Tenant is not in default under the Lease (beyond any applicable cure period),
in which case Tenant shall have no right to exercise Tenant's Expansion
Right, Tenant's Expansion Right shall be exercised by Tenant's delivery to
Landlord of written notice ("Tenant's Notice") at any time during the Term of
this Lease, provided that in the event that Landlord has delivered Landlord's
Availability Notice to Tenant, then Tenant shall deliver Tenant's Notice to
Landlord within five (5) business days of Tenant's receipt of Landlord's
Availability Notice to Tenant. Tenant's Notice shall state that Tenant
desires to lease all of the Available Space (or such portion of the Available
Space which is not then leased to another tenant), under the terms and
conditions of this Lease, except that: (i) Base Rent and other payments by
Tenant hereunder as applied to the Available Space, shall be at Fair Market
Rent; (ii) Tenant's Security Deposit shall be increased by an amount equal to
the additional tenant improvement costs and leasing commissions payable by
Landlord in connection with Tenant's lease of the Available Space; (iii)
Tenant shall receive a tenant improvement allowance to be calculated in the
manner provided in Section 6(b)(i) above; and (iv) the length of the Term
which shall be applicable to such Available Space shall be the number of
months then remaining in the initial Term of this Lease, provided, however,
that Tenant's Notice shall also constitute Tenant's Notice of Exercise of its
initial Renewal Option pursuant to Subsection 6(a) above and the Term for the
Premises and the Available Space shall be the number of months remaining in
the initial Term plus the term of the Renewal Option if either of the
following applies: (A) the Available Space offered to Tenant contains twenty
thousand (20,000) square feet of useable area or more, and as of the date of
Tenant's Notice, less than thirty-six (36) months remains in the initial
Lease Term, or (B) the Available Space offered to Tenant contains less than
twenty thousand (20,000) square feet of useable area, and as of the date of
Tenant's Notice, less than eighteen (18) months remains in the initial Lease
Term. Tenant's failure to provide the Tenant's Notice within the initial
Lease Term shall be conclusively deemed Tenant's election not to exercise
Tenant's Expansion Right as to the available Space. Subject to the provisions
of Section 6(c) below, Landlord shall be free to enter into a lease or leases
with other tenants for the Available Space during the initial Lease Term.

               (iii) DOCUMENTATION OF TENANT'S EXPANSION RIGHT. Within a
reasonable period of time, not to exceed thirty (30) days after the effective
date of Tenant's Notice, the parties shall execute (i) an addendum to this
Lease confirming the terms and conditions upon which the Available Space
shall be leased to Tenant, including, without limitation, the date upon which
Tenant's occupancy of such space shall commence (the "Tenant's Expansion
Right Commencement Date"), the new amount of the Rentable Area (with the
addition of the rentable square footage in the Available Space , the new
amount for the monthly installment of Base Rent (which shall be reflective of
the new number for the Rentable Area) and the new amount of Tenant's Security
Deposit, and (ii) a Work Letter Agreement in the form of Exhibit B, covering
Leasehold Improvements to be performed in such space. Tenant's Expansion
Right Commencement Date shall be the earlier to occur of (i) Tenant's actual
conduct of business in the Available Space, or (ii) five (5) days following
Substantial Completion, as determined in accordance with the Work Letter
Agreement executed by the parties in connection with such space. Tenant's
obligation for payment of Rent applicable to the Available Space shall begin
on Tenant's Expansion Right Commencement Date; provided that such obligation
shall be moved forward by the number of days, if any, by which Tenant delays
Substantial Completion as determined by such Work Letter Agreement.

          (c) RIGHT OF FIRST REFUSAL. Tenant shall have a right of First
Refusal with respect to the Available Space, as follows:

               (i)   GRANT OF RIGHT OF REFUSAL. Landlord hereby grants to
Tenant a one-time right of first refusal to lease ("Tenant's Right of
Refusal") the Available Space, as follows: Tenant shall have a one-time right
to lease the Available Space on the terms of any unaffiliated third party
offer that Landlord is willing to accept (not including lease renewals by
existing tenants); provided, however, that Landlord's responsibility for
tenant improvements, if any, shall be determined as provided in Paragraph
6(b)(i) above.

               (ii)  EXERCISE OF TENANT'S RIGHT OF REFUSAL. Landlord hereby
agrees that, throughout the term hereof, Landlord shall provide Tenant
written notice ("Landlord's Offer Notice") as soon as reasonably possible
after Landlord has received a bona fide offer for the lease of all or any
portion of the Available Space, which offer Landlord in good faith intends to
accept, and describing the portion of the Available Space covered by such
offer (an "Offer"). In such event, provided that Tenant is not in default
under the Lease (beyond any

                               Page 8 of 29 Pages

<PAGE>

applicable cure period), in which case Tenant shall have no right to exercise
Tenant's Right of Refusal, Tenant's Right of Refusal shall be exercised by
Tenant's delivery to Landlord, within five (5) business days following the
effective date of Landlord's Offer Notice pursuant to the terms hereof
("Tenant's Acceptance Notice"), stating that Tenant agrees to lease the
portion of the Available Space covered by Landlord's Offer Notice, under the
terms and conditions of this Lease, except that (i) the rate for Base Rent
shall be the rate set forth in the third party offer; (ii) Landlord's
responsibility to pay for Leasehold Improvements for such space shall be
determined as provided in Paragraph 6(b)(i) above; (iii) Tenant's Security
Deposit shall be increased by an amount equal to the additional tenant
improvement costs and leasing commissions payable by Landlord in connection
with Tenant's lease of the Available Space; and (iv) the length of the Term
which shall be applicable to the Premises and the Available Space shall be
the longer of (a) the lease term described in the third party offer, or (b)
the number of months then remaining in the then applicable Term of this
Lease, provided, however, that Tenant's Acceptance Notice shall also
constitute Tenant's Notice of Exercise of its initial Renewal Option pursuant
to Subsection 6(a) above and the Term for the Premises and the Available
Space shall be the number of months remaining in the initial Lease term plus
the term of the Renewal Option if either of the following applies: (A) the
Available Space described in Landlord's Offer Notice contains twenty thousand
(20,000) square feet of useable area or more, and as of the date of
Landlord's Offer Notice, less thirty-six (36) months remains in the initial
Lease Term, or (B) the Available Space described in Landlord's Offer Notice
contains less than twenty thousand (20,000) square feet of useable area, and
as of the date of Landlord's Offer Notice, less than eighteen (18) months
remains in the initial Lease Term. Tenant's failure to provide the Tenant's
Acceptance Notice within such five (5) business day period shall be
conclusively deemed Tenant's election not to exercise Tenant's Right of
Refusal as to the Available Space covered by Landlord's Offer Notice, and
Landlord shall be free to enter into a lease or leases with other tenants for
such Available Space. Tenant shall be obligated to exercise Tenant's Right of
Refusal as to all of the Available Space covered by Landlord's Offer Notice.

               (iii) DOCUMENTATION OF TENANT'S RIGHT OF REFUSAL. Within a
reasonable period of time, not to exceed thirty (30) days after the effective
date of Tenant's Acceptance Notice, the parties shall execute (i) an addendum
to this Lease confirming the terms and conditions upon which the Available
Space shall be leased to Tenant, including, without limitation, the date upon
which Tenant's occupancy of such space shall commence (the "Tenant's Right of
Refusal Commencement Date"), the Rentable Area (with the addition of the
square footage in the Available Space then the subject of the Offer), the new
amount for the monthly installment of Base Rent (which shall be reflective of
the new number for the Rentable Area), and (ii) a Work Letter Agreement in
the form of Exhibit B, covering Leasehold Improvements to be performed in
such space; provided, however, that the failure of either party to execute
such addendum shall not affect the effectiveness of Tenant's exercise of the
Right of Refusal and the matters provided for herein as long as both parties
execute such addendum within thirty (30) days of Tenant's receipt of
Landlord's addendum. Tenant's Right of First Refusal Commencement Date shall
be the earlier to occur of (i) Tenant's actual conduct of business in the
Available Space, or (ii) five (5) days following Substantial Completion, as
determined in accordance with the Work Letter Agreement executed by the
parties in connection with such space. Tenant's obligation for payment of
Rent for the Available Space shall begin on Tenant's Right of Refusal
Commencement Date; provided that such obligation shall be moved forward by
the number of days, if any, by which Tenant delays Substantial Completion as
determined by such Work Letter Agreement.

          (d) For purposes of this Section 6, "Fair Market Rent" shall be
determined as follows, but in no event shall it be less than the Base Rent
then being paid by Tenant for the Premises under the terms of this Lease.

               (i)  FAIR MARKET RENT DEFINED. As used herein, Fair Market Rent
shall mean the annual amount per square foot that a willing comparable
entity, non-renewal, non-expiration new tenant would pay and a willing,
comparable Landlord of a similar class building which is situated in the
Rancho Cordova area of Sacramento, California, would accept at arm's length,
giving appropriate consideration to annual rent rate per square foot, types
of escalation clauses, the tenant's utility requirements, abatement
provisions reflecting free rent and/or no rent during a lease term, brokerage
commissions, if any, length of lease term, size and location of premises,
building standard work letter and/or tenant improvement allowances, and other
generally applicable terms and conditions of tenancy.

               (ii) PROCEDURE FOR DETERMINING FAIR MARKET RENT.

                               Page 9 of 29 Pages

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                            (a) The Fair Market Rent shall be determined by
Landlord and Tenant within thirty (30) days after Landlord receives Tenant's
Notice. If the parties are unable to agree on such Rent, they shall select an
appraiser within ten (10) days after the expiration of such thirty (30) days
following Tenant's Notice. If they are unable to select a single appraiser,
each party shall select its own appraiser within ten (10) days thereafter,
and the two (2) appraisers shall meet promptly and attempt to determine the
Fair Market Rent. If the two (2) appraisers are unable to agree, within
thirty (30) days after their selection, on a Fair Market Rent that varies
less than five percent (5%) (as among the two (2) appraisers), the two (2)
appraisers shall select a third (3rd) appraiser within ten (10) days
following expiration of the thirty (30) days. The third (3rd) appraiser shall
in all events be a person who has not previously acted in any capacity for
either Landlord or Tenant. If the two (2) appraisers are unable to agree on a
third (3rd) appraiser (or if either party should within the time specified
fail to appoint its appraiser), then either party, upon written application
with ten (10) days' prior written notice to the other, may request such
appointment be made by the then presiding judge of the Superior Court of the
County of Sacramento acting pursuant to Code of Civil Procedure Section
1281.6.

                            (b) The determination of a majority of the
appraisers shall be binding upon the parties and shall be made not later than
thirty (30) days following selection of the third (3rd) appraiser. If a
majority of the appraisers are unable to set the Fair Market Rent within the
stipulated period of time, the three (3) appraisals shall be added together
and their totals divided by three (3); the resulting quotient shall be such
Rent. If, however, the low appraisal and/or the high appraisal are/is more
than five percent (5%) lower and/or higher than the middle appraisal, the low
and/or high appraisal shall be disregarded. If only one (1) appraisal is
disregarded, the remaining two (2) appraisals shall be added together and
their total divided by two (2); the resulting quotient shall be the Fair
Market Rent. If both the low appraisal and the high appraisal are
disregarded, the middle appraisal shall be the Fair Market Rent. Each party
shall bear the cost of the appraisers selected by it; the expenses of the
third (3rd) appraiser shall be borne one-half (1/2) by Landlord and one-half
(1/2) by Tenant.

               (iii) QUALIFICATIONS OF APPRAISER. Any person selected as an
appraiser under this Section 6 shall be a member in good standing of the
American Institute of Real Estate Appraisers or successor organizations and
shall have had at least five (5) years experience in appraising commercial
real estate similar to the Building in the same general location.

     7. INTEREST AND LATE CHARGES. If Tenant fails to pay when due any Rent
or other amounts or charges which Tenant is obligated to pay under the terms
of this Lease, the unpaid amounts shall bear interest at the maximum rate
then allowed by law. Tenant acknowledges that the late payment of any Monthly
Installment of Base Rent will cause Landlord to lose the use of that money
and incur costs and expenses not contemplated under this Lease, including
without limitation, administrative and collection costs and processing and
accounting expenses, the exact amount of which is extremely difficult to
ascertain. Therefore, in addition to interest, if any such installment is not
received by Landlord within ten (10) days from the date it is due, Tenant
shall pay Landlord a late charge equal to ten percent (10%) of such
installment. Landlord and Tenant agree that this late charge represents a
reasonable estimate of such costs and expenses and is fair compensation to
Landlord for the loss suffered from such nonpayment by Tenant. Acceptance of
any interest or late charge shall not constitute a waiver of Tenant's default
with respect to such nonpayment by Tenant nor prevent Landlord from
exercising any other rights or remedies available to Landlord under this
Lease.

     8. SECURITY DEPOSIT.

          (a) Tenant shall deposit with Landlord the Security Deposit set
forth at Section 2.h above, within five (5) business days of the full
execution of this Lease, as security for Tenant's faithful performance of its
obligations under this Lease. Landlord and Tenant agree that the Security
Deposit may be commingled with funds of Landlord and Landlord shall have no
obligation or liability for payment of interest on such deposit. Tenant shall
not mortgage, assign, transfer or encumber the Security Deposit without the
prior written consent of Landlord and any attempt by Tenant to do so shall be
void, without force or effect and shall not be binding upon Landlord.

                               Page 10 of 29 Pages

<PAGE>


          (b) If Tenant fails to pay any Rent or other amount when due and
payable under this Lease, or fails to perform any of the terms hereof,
Landlord may appropriate and apply or use all or any portion of the Security
Deposit for Rent payments or any other amount then due and unpaid, for
payment of any amount for which Landlord has become obligated as a result of
Tenant's default or breach, and for any loss or damage sustained by Landlord
as a result of Tenant's default or breach, and Landlord may so apply or use
the Security Deposit without prejudice to any other remedy Landlord may have
by reason of Tenant's default or breach. If Landlord so uses any of the
Security Deposit, Tenant shall, within ten (10) days after written demand
therefor, restore the Security Deposit to the full amount previously
deposited; Tenant's failure to do so shall constitute an act of default
hereunder and Landlord shall have the right to exercise any remedy provided
for at Section 28 hereof. Within thirty (30) days after the Term (or any
extension thereof) has expired or Tenant has vacated the Premises, whichever
shall last occur, and provided Tenant is not then in default on any of its
obligations hereunder, Landlord shall return the Security Deposit to Tenant,
or, if Tenant has assigned its interest under this Lease, to the last
assignee of Tenant. If Landlord sells its interest in the Premises, Landlord
may deliver the Security Deposit to the purchaser of Landlord's interest and
thereupon be relieved of any further liability or obligation with respect to
the Security Deposit.

      9.  TENANT'S USE OF THE PREMISES. Tenant shall use the Premises solely
for the purposes set forth in Tenant's Use Clause. Tenant shall have 24-hour
access, 7 days a week to the Premises. Tenant shall not use or occupy the
Premises in violation of law or any covenant, condition or restriction
affecting the Building or Project or the certificate of occupancy issued for
the Building or Project, and shall, upon notice from Landlord, immediately
discontinue any use of the Premises which is declared by any governmental
authority having jurisdiction to be a violation of law or the certificate of
occupancy. Landlord represents and warrants to Tenant that the Certificate of
Occupancy issued for the Building, any declaration of restrictions affecting
the Property and the zoning ordinances applicable to the Property permit the
Premises to be used for the Tenant's Use. Tenant, at Tenant's own cost and
expense, shall comply with all laws, ordinances, regulations, rules and/or
any directions of any governmental agencies or authorities having
jurisdiction which shall, by reason of the nature of Tenant's use or
occupancy of the Premises, impose any duty upon Tenant or Landlord with
respect to the Premises or its use or occupation. A judgment of any court of
competent jurisdiction or the admission by Tenant in any action or proceeding
against Tenant that Tenant has violated any such laws, ordinances,
regulations, rules and/or directions in the use of the Premises shall be
deemed to be a conclusive determination of that fact as between Landlord and
Tenant. Tenant shall not do or permit to be done anything which will
invalidate or increase the cost of any fire, extended coverage or other
insurance policy covering the Building or Project and/or property located
therein, and shall comply with all rules, orders, regulations, requirements
and recommendations of the Insurance Services Office or any other
organization performing a similar function. Tenant shall promptly upon demand
reimburse Landlord for any additional premium charged for such policy by
reason of Tenant's failure to comply with the provisions of this Section.
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 Project, 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. Tenant shall not commit or suffer to
be committed any waste in or upon the Premises. The parties agree that this
Lease is subject to the effect of (i) any covenants, conditions,
restrictions, easements, mortgages or deeds of trust, ground leases, rights
of way of record, and any other matters or documents of record; (ii) any
zoning laws, environmental impact report mitigation monitoring plan, or
planned unit development guidelines of the city, county and state where the
Building is situated; and (iii) general and special taxes not delinquent.
Tenant agrees that as to its leasehold estate, Tenant and all persons in
possession or holding under Tenant, will conform to and will not violate the
terms of any covenants, conditions or restrictions of record which may now or
hereafter encumber the Property (hereinafter the "restrictions"). This Lease
is subordinate to the restrictions and any amendments or modifications
thereto.

      10. SERVICES AND UTILITIES. Landlord shall furnish all normal services
and utilities such as elevator service (if required), lighting replacement
for building standard lights, restroom supplies, window washing, janitorial
services, heating, ventilation and air conditioning ("HVAC") maintenance,
landscape maintenance, parking lot sweeping, pest control services, and fire
alarm monitoring (if installed and required) in a manner that such services
are customarily furnished to comparable office buildings in the area.
Landlord shall also provide water, sewer, electric, gas and trash removal
services to the building as required.

                               Page 11 of 29 Pages

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     Provided that Tenant is not in default hereunder, Landlord agrees to
furnish to the Premises during generally recognized business days, and during
hours determined by Landlord in its sole discretion, and subject to the Rules
and Regulations of the Building or Project, electricity for normal desk top
office equipment and normal copying equipment, and "HVAC" as required in
Landlord's judgment for the comfortable use and occupancy of the Premises.
The normally recognized business hours for the Building are as follows: 7:00
am to 6:00 p.m. Monday through Friday (except Holidays), and 8:00 am to 1:00
p.m. on Saturdays. If Tenant desires HVAC at any other time, Tenant may
override the HVAC system for additional heating and cooling outside of the
normal business hours. Such additional HVAC usage shall be electronically
monitored, and Tenant shall pay Landlord's charges therefor on demand.
Landlord shall also maintain and keep lighted the common stairs, common
entries and restrooms in the Building. Landlord shall not be in default
hereunder or be liable for any damages directly or indirectly resulting from,
nor shall the Rent be abated by reason of (i) the installation, use or
interruption of use of any equipment in connection with the furnishing of any
of the foregoing services, (ii) failure to furnish or delay in furnishing any
such services where such failure or delay is caused by accident or any
condition or event beyond the reasonable control of Landlord, or by the
making of necessary repairs or improvements to the Premises, Building or
Project, or (iii) the limitation, curtailment or rationing of, or
restrictions on, use of water, electricity, gas or any other form of energy
serving the Premises, Building or Project. Landlord shall not be liable under
any circumstances for a loss of or injury to property or business, however
occurring, through or in connection with or incidental to failure to furnish
any such services. If Tenant uses heat generating machines or equipment in
the Premises which affect the temperature otherwise maintained by the HVAC
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.

     Tenant shall not, without the written consent of Landlord, use any
apparatus or device in the Premises, including without limitation, electronic
data processing machines, punch card machines or machines using in excess of
120 volts, which consumes more electricity than is usually furnished or
supplied for the use of premises as general office space, as determined by
Landlord. Notwithstanding the foregoing, Landlord hereby consents to the
installation and use of dedicated HVAC which uses 220 volts in Tenant's data
processing room portions of which shall be installed on the roof, provided
that such installation complies with all applicable laws and regulations,
including, without limitation, any requirement that such HVAC facility be
screened from sight at street level. Tenant shall not connect any apparatus
with electric current except through existing electrical outlets in the
Premises.

     Landlord shall use its commercially reasonable efforts to have installed
a separate meter or other measuring device which will measure the amount of
electricity consumed at the Premises. The installation of such
metering/measuring device will be included as part of the Work to be
completed in the Premises by Landlord under the Work Letter Agreement. Tenant
shall promptly pay to the applicable public utility all charges for such
electric current consumed as shown by said metering/measuring device. In the
event electricity to the Premises is separately measured/metered and paid by
Tenant to the applicable public utility, Tenant shall receive a credit
against Base Rent, in the amount of fifteen cents ($.15) per square foot of
Useable Area of the Premises per month. If a separate electricity meter for
the Premises is not installed, then Tenant shall reimburse Landlord for the
cost of all electricity furnished to the Premises which is in excess of
fifteen cents ($.15) per square foot of Useable Area of the Premises per
month. If a separate electricity meter for the Premises is not installed,
Landlord will determine the amount of such excess use by any reasonable
means, and such determination shall be conclusive on all parties. Tenant
shall remit payment for such charges within ten (10) days of receipt of
Landlord's invoice therefor. Nothing contained in the foregoing shall relieve
Tenant from its responsibility for payment of its pro rata share of the cost
of electricity attributable to the Common Area and its pro rata share of the
cost of all other utilities supplied to the Building.

     11. CONDITION OF THE PREMISES. Landlord hereby represents and warrants
to Tenant that, as of the date of Tenant's taking possession thereof: (a) the
Premises and the Building are in good order and satisfactory condition,
except for the matters on the punch list pursuant to Section 7 of the Work
Letter Agreement, (b) the Premises and the Building are in compliance with
all then-applicable law, and (c) all taxes, assessments, and other similar
governmental charges levied on or attributable to the Building have been paid
current. Tenant hereby acknowledges that Landlord has not made any
representation or warranty with respect to the suitability or fitness of the
Premises or the Building for the conduct of Tenant's Use or for any other
purpose. No promise of Landlord to

                               Page 12 of 29 Pages

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alter, remodel, repair or improve the Premises, the Building or the Project
and no representation, express or implied, respecting any matter or thing
relating to the Premises, Building, Project or this Lease (including, without
limitation, the condition of the Premises, the Building or the Project) have
been made to Tenant by Landlord or its Broker or Sales Agent, other than as
may be contained herein or in a separate Exhibit or addendum, attached
hereto, signed by Landlord and Tenant.

     Landlord hereby represents and warrants to Tenant, that to the current
knowledge of Landlord as of the date Landlord executes this Lease (defined as
the actual current knowledge of Marvin L. Oates and/or Kevin Ramos, excluding
constructive knowledge or duty of inquiry), except as disclosed to Tenant in
Section 49 below, there is not any contamination, hazardous waste, or toxic
substance in existence on or below the surface of the Property. Tenant
acknowledges that Landlord has made disclosures regarding the environmental
condition of the Property in Section 50 below, and that Tenant has reviewed such
disclosures and is satisfied with the environmental condition of the Property.
Notwithstanding the foregoing provisions of this Section 11, Landlord shall
indemnify, defend and hold Tenant and each of Tenant's partners, shareholders,
officers, directors, affiliates, successors and assigns free and harmless from
any and all actions (including without limitation, remedial or enforcement
actions of any kind, administrative or judicial proceedings, and orders or
judgments arising out of or resulting therefrom), costs, claims, damages,
consultants', reasonable attorney's and experts' fees, court costs and amounts
paid in settlement of any claims or actions, fines, forfeitures or other civil,
administrative or criminal penalties, injunctive or other relief (whether or not
based upon personal injury, property damage, contamination of, or adverse
effects upon, the environment, water tables or natural resources) liabilities or
losses (excluding consequential damages) arising from the presence of the
environmental contamination or hazardous materials on the Property which are
described in Section 50 below. Tenant acknowledges and agrees that nothing in
this Section 11 relieves Tenant from its obligations under Section 22(a), which
obligations include, without limitation, that Tenant shall be liable for any
releases of any hazardous materials resulting from Tenant's operations of its
business or occupancy of the Premises.

     12. CONSTRUCTION, REPAIRS AND MAINTENANCE.

          (a) LANDLORD'S OBLIGATIONS.

               (i)  Landlord shall construct the completed Building shell, and
the Leasehold Improvements to the Premises as described in the Work Letter
Agreement, all in full compliance with all applicable law including, but not
limited to, the Americans with Disabilities Act of 1990 and all regulations
issued thereunder.

               (ii) Subject to reimbursement in accordance with Section 5(b),
equipment (except as otherwise provided herein), Landlord shall maintain,
repair, and replace as necessary the plumbing, heating, ventilating and air
conditioning, lighting and other electrical and mechanical equipment,
sprinkler system, elevators, and glass (unless broken or damaged due to the
gross negligence or willful misconduct of Tenant) within the Property, and
make all other repairs or replacements to the Property which Tenant is not
hereby required to make. Landlord shall maintain, repair and replace as
necessary the exterior of the Building, including the roof, exterior walls,
foundation, drains, downspouts, and gutters. Landlord shall maintain, repair,
and replace as necessary the driveways, sidewalks, parking areas, lighting,
landscaping and fencing located outside of and serving the Building.
Landlord's obligations regarding any heating, ventilation and air
conditioning ("HVAC") and electrical systems shall be limited to the
Building's standard central HVAC and electrical systems, and Landlord shall
have no obligation to maintain or repair any HVAC or electrical system that
has been installed to accommodate Tenant's specific use of the Premises
including, without limitation, any HVAC units which control the temperature
in Tenant's computer server room (provided, however, that any contractor
retained by Tenant to maintain or repair any such HVAC or electrical system
shall be subject to Landlord's reasonable approval). Landlord shall not be
obligated to service, maintain, repair or replace any system or improvement
in the Premises that has not been installed by Landlord at Landlord's
expense, or which is a specialized improvement requiring additional or
extraordinary maintenance or repair (by way of example only, if the standard
premises in the Building contain fluorescent light fixtures, Landlord's
obligation shall be limited to the replacement of Building standard
fluorescent light tubes, irrespective of any incandescent fixtures that may
have been installed in the Premises at Tenant's expense). Landlord shall not
be liable for, and Tenant shall not be entitled to any abatement or reduction
of rent by

                               Page 13 of 29 Pages

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reason of Landlord's failure to furnish, or an interruption in, any services
or utilities (including, without limitation, any interruption in telephone
service caused by a failure of the Cabling) when such failure is caused by
accident, breakage, repairs, strikes, lockouts or other labor disturbances or
labor disputes of any character or for any other causes except to the extent
such interruption or failure is caused by Landlord's grossly negligent act or
omission or willful misconduct. Tenant hereby waives the provisions of
California Civil Code Section 1932(1) or any other applicable existing or
future law, ordinance or governmental regulation permitting the termination
of this Lease due to the interruption or failure of any services or utilities
to be provided under this Lease, except to the extent such interruption or
failure is caused by Landlord's grossly negligent act or omission or willful
misconduct.

          (b) TENANT'S OBLIGATIONS.

               (iii) Tenant shall exercise good judgment in their use of the
premises and common areas so as to not damage the property or cause
unnecessary wear and tear. Tenant shall be financially responsible for all
maintenance and repairs caused by the gross negligence or willful misconduct
of itself, its employees, vendors, and invitees.

               (iv)  Tenant shall be responsible for all repairs and
alterations in and to the Premises, Building and Project and the facilities
and systems thereof, the need for which arises out of (i) Tenant's use or
occupancy of the Premises, (ii) the installation, removal, use or operation
of Tenant's Property (as defined in Section 14) in the Premises, (iii) the
moving of Tenant's Property into or out of the Building, or (iv) the gross
negligence or willful misconduct of Tenant, its agents, contractors,
employees or invitees. Tenant shall maintain a service contract under which a
qualified contractor reasonably acceptable to Landlord shall provide
quarterly maintenance and service to Tenant's dedicated HVAC which uses 220
volts in Tenant's data processing room. Tenant shall complete all repairs in
full compliance with all applicable laws including, but not limited to, the
Americans with Disabilities Act of 1990 and all regulations issued thereunder.

               (v)   If 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. If 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 the prime commercial rate then being charged by Bank of America
NT & SA plus two percent (2%) per annum, from the date of such work, but not
to exceed the maximum rate then allowed by law. 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, and rules of any
public authority relating to their respective maintenance and repair
obligations as set forth herein.

          (d) WAIVER BY TENANT. Tenant expressly waives the benefits of any
statute now or hereafter in effect which would otherwise afford the Tenant
the right to make repairs at Landlord's expense or to terminate this Lease
because of Landlord's failure to keep the Premises in good order, condition
and repair.

          (e) LOAD AND EQUIPMENT LIMITS. Tenant shall not place a load upon
any floor of the Premises, which exceeds the load per square foot, which such
floor was designed to carry, as determined by Landlord or Landlord's
structural engineer. The cost of any such determination made by Landlord's
structural engineer shall be paid for by Tenant upon demand. Tenant shall not
install business machines or mechanical equipment which cause noise or
vibration to such a degree as to be objectionable to Landlord or other
Building tenants.

          (f) Except as otherwise expressly provided in this Lease, Landlord
shall have no liability to Tenant nor shall Tenant's obligations under this
Lease be reduced or abated in any manner whatsoever by reason of any
inconvenience, annoyance, interruption or injury to business arising from
Landlord's making any repairs or

                               Page 14 of 29 Pages

<PAGE>

changes which Landlord is required or permitted by this Lease or by any other
tenant's lease or required by law to make in or to any portion of the
Project, Building or the Premises. Landlord shall nevertheless use reasonable
efforts to minimize any interference with Tenant's business in the Premises.

          (g) Tenant shall give Landlord prompt notice of any damage to or
defective condition in any part or appurtenance of the Building's mechanical,
electrical, plumbing, HVAC or other systems serving, located in, or passing
through the Premises.

          (h) Upon the expiration or earlier termination of this Lease,
Tenant shall return the Premises to Landlord clean and in the same condition
as on the date Tenant took possession, except for normal wear and tear. Any
damage to the Premises, including any structural damage, resulting from
Tenant's use or from the removal of Tenant's fixtures, furnishings and
equipment pursuant to Section 14b shall be repaired by Tenant at Tenant's
expense.

     13. ALTERATIONS AND ADDITIONS.

          (a) Tenant shall not make any additions, alterations or
improvements to the Premises without obtaining the prior written consent of
Landlord, which consent shall not be unreasonably withheld. Landlord's
consent may be conditioned on Tenant's removing any such additions,
alterations or improvements upon the expiration of the Term and restoring the
Premises to the same condition as on the date Tenant took possession. All
work with respect to any addition, alteration or improvement shall be done in
a good and workmanlike manner by properly qualified and licensed personnel
approved by Landlord, which approval shall not be unreasonably withheld and
such work shall be diligently prosecuted to completion. Landlord may withhold
its approval of any alteration, addition, or improvement that requires work
which does not comply with any applicable laws (including, without
limitation, the Americans with Disabilities Act of 1990 and all regulations
issued thereunder) or requires other alterations, additions, or improvements
of the Premises or common areas in order to comply with applicable laws.
Tenant shall pay Landlord all reasonable costs incurred by Landlord in
connection with the proposed alterations, including, but not limited to a
payment of 15% of the costs associated with the completion of such
alterations, which cost shall include architectural and engineering and
similar fees and all costs associated with the construction of the space as
charged by the contractor(s) who performs the alterations. This payment is
for the coordination and day-to-day supervision performed by Landlord's staff
in connection with the alterations. Notwithstanding any other provision
herein, Landlord shall only charge Tenant a fee in the amount of One Thousand
Dollars ($1,000) if Landlord's actions with respect to the alterations are
limited to Landlord's approval of the alterations based solely on Landlord's
internal review of Tenant's request for the alterations. At Landlord's option
and prior to the commencement of the alterations, Tenant shall deposit with
Landlord the estimated cost of the foregoing fees, it being agreed that any
surplus shall be returned to Tenant following the completion of the
alterations in compliance with this Section. Landlord may, at Landlord's
option, require that any such work be performed by Landlord's contractor, in
which case the cost of such work shall be paid for before commencement of the
work.

          (b) Tenant shall pay the costs of any work done on the Premises
pursuant to Section 13a, and shall keep the Premises, Building and Project
free and clear of liens of any kind. Tenant shall indemnify, defend against
and keep Landlord free and harmless from all liability, loss, damage, costs,
attorneys' fees and any other expense incurred on account of claims by any
person performing work or furnishing materials or supplies for Tenant or any
person claiming under Tenant.

          (c) Tenant shall keep Tenant's leasehold interest, and any
additions or improvements which are or become the property of Landlord under
this Lease, free and clear of all attachment or judgment liens. Before the
actual commencement of any work for which a claim or lien may be filed,
Tenant shall give Landlord notice of the intended commencement date a
sufficient time before that date to enable Landlord to post notices of
non-responsibility or any other notices which Landlord deems necessary for
the proper protection of Landlord's interest in the Premises, Building or the
Project, and Landlord shall have the right to enter the Premises and post
such notices at any reasonable time.

                               Page 15 of 29 Pages

<PAGE>


          (d) Landlord may require, at Landlord's sole option, that Tenant
provide to Landlord, at Tenant's expense, a lien and completion bond in an
amount equal to at least one and one-half (1 1/2) times the total estimated
cost of any additions, alterations or improvements to be made in or to the
Premises, to protect Landlord against any liability for mechanic's and
materialmen's liens and to insure timely completion of the work. Nothing
contained in this 13c shall relieve Tenant of its obligation under 13b to
keep the Premises, Building and Project free of all liens.

          (e) Unless their removal is required by Landlord as provided in
Section 13a, all additions, alterations and improvements made to the Premises
shall become the property of Landlord and be surrendered with the Premises
upon the expiration of the Term; provided, however, Tenant's equipment,
machinery and trade fixtures which can be removed without damage to the
Premises shall remain the property of Tenant and may be removed, subject to
the provisions of Section 14b.

     14. LEASEHOLD IMPROVEMENTS; TENANT'S PROPERTY.

          (a) All fixtures, equipment, improvements and appurtenances
attached to or built into the Premises at the commencement of or during the
Term, whether or not by or at the expense of Tenant ("Leasehold
Improvements"), shall be and remain a part of the Premises, shall be the
property of Landlord and shall not be removed by Tenant, except as expressly
provided in Section 14b.

          (b) All movable partitions, business and trade fixtures, machinery
and communications equipment and office equipment located in the Premises and
acquired by or for the account of Tenant, without expense to Landlord, which
can be removed without structural damage to the Building, and all furniture,
furnishings and other sections of movable personal property owned by Tenant
and located in the Premises (collectively "Tenant's Property") shall be and
shall remain the property of Tenant and may be removed by Tenant at any time
during the Term; provided that if any of Tenant's Property is removed, Tenant
shall promptly repair any damage to the Premises or to the Building resulting
from such removal.

     15. RULES AND REGULATIONS. Tenant agrees to comply with (and cause its
agents, contractors, employees and invitees to comply with) the rules and
regulations attached hereto as Exhibit "C" and with such reasonable
modifications thereof and additions thereto as Landlord may from time to time
make. Landlord shall not be responsible for any violation of said rules and
regulations by other tenants or occupants of the Building or Project.

     16. CERTAIN RIGHTS RESERVED BY LANDLORD. Landlord reserves the following
rights, exercisable without liability to Tenant for (a) damage or injury to
property, person, or business, (b) causing an actual or constructive eviction
from the Premises, or (c) disturbing Tenant's use or possession of the
Premises:

          (a) To name the Building and Project and to change the name or
street address of the Building or Project;

          (b) To install and maintain all signs on the exterior and interior
of the Building and Project;

          (c) To have pass keys to the Premises and all doors within the
Premises, excluding Tenant's vaults and safes;

          (d) At any time during the Term, and on reasonable prior notice to
Tenant, to inspect the Premises, and to show the Premises to any prospective
purchaser or mortgagee of the Project, or to any assignee of any mortgage on
the Project, or to others having an interest in the Project or Landlord, and
during the last six months of the Term, to show the Premises to prospective
tenants thereof; and

          (e) To enter the Premises for the purpose of making inspections,
repairs, alterations, additions or improvements to the Premises or the
Building (including, without limitation, checking, calibrating, adjusting or
balancing controls and other parts of the HVAC system), and to take all steps
as may be necessary or

                               Page 16 of 29 Pages

<PAGE>


desirable for the safety, protection, maintenance or preservation of the
Premises or the Building or Landlord's interest therein, or as may be
necessary or desirable for the operation or improvement of the Building or in
order to comply with laws, orders or requirements of governmental or other
authorities. Landlord agrees to use its best efforts (except in an emergency)
to minimize interference with Tenant's business in the Premises in the course
of any such entry.

     17. ASSIGNMENT AND SUBLETTING. No assignment of this Lease or sublease of
all or any part of the Premises shall be permitted, except as provided in this
Section 17.

          (a) Tenant shall not, without the prior written consent of
Landlord, assign or hypothecate this Lease or any interest herein or sublet
the Premises or any part thereof, or permit the use of the Premises by any
party other than Tenant. Any of the foregoing acts without such consent shall
be void and shall, at the option of Landlord, terminate this Lease. This
Lease shall not, nor shall any interest of Tenant herein, be assignable by
operation of law without the written consent of Landlord.

          (b) If at any time or from time to time during the Term Tenant
desires to assign this Lease or sublet all or any part of the Premises,
Tenant shall give notice to Landlord setting forth the terms and provisions
of the proposed assignment or sublease, and the identity of the proposed
assignee or subtenant. Tenant shall promptly supply Landlord with such
information concerning the business background and financial condition of
such proposed assignee or subtenant as Landlord may reasonably request.
Landlord shall have the option, exercisable by notice given to Tenant within
twenty (20) days after Tenant's notice is given, either to sublet such space
from Tenant at the rental and on the other terms set forth in this Lease for
the term set forth in Tenant's notice, or, in the case of an assignment, to
terminate this Lease. If Landlord does not exercise such option, Tenant may
assign the Lease or sublet such space to such proposed assignee or subtenant
on the following further conditions:

               (i)   Landlord shall have the right to approve such proposed
assignee or subtenant, which approval shall not be unreasonably withheld;

               (ii)  The assignment or sublease shall be on the same terms set
forth in the notice given to Landlord;

               (iii) No assignment or sublease shall be valid and no assignee
or subtenant shall take possession of the Premises until an executed
counterpart of such assignment or sublease has been delivered to Landlord;

               (iv)  No assignee or subtenant shall have a further right to
assign or sublet except on the terms herein contained; and

               (v)   Any sums or other economic consideration received by
Tenant as a result of such assignment or subletting, however denominated
under the assignment or sublease, which exceed, in the aggregate, (i) the
total sums which Tenant is obligated to pay Landlord under this Lease
(prorated to reflect obligations allocable to any portion of the Premises
subleased), plus (ii) any real estate brokerage commissions or fees or other
commercially reasonable costs or expenses payable in connection with such
assignment or subletting, shall be paid to Landlord as additional rent under
this Lease without affecting or reducing any other obligations of Tenant
hereunder.

          (c) Notwithstanding the provisions of paragraphs a and b above,
Tenant may assign this Lease or sublet the Premises or any portion thereof,
without Landlord's consent and without extending any recapture or termination
option to Landlord, to any corporation which controls, is controlled by or is
under common control with Tenant, or to any corporation resulting from a
merger or consolidation with Tenant, or to any person or entity which
acquires all the assets of Tenant's business as a going concern, provided
that (i) the assignee or subtenant assumes, in full, the obligations of
Tenant under this Lease, (ii) Tenant remains fully liable under this Lease,
and (iii) the use of the Premises under Section 9 remains unchanged.

                               Page 17 of 29 Pages

<PAGE>


          (d) No subletting or assignment shall release Tenant of Tenant's
obligations under this Lease or alter the primary liability of Tenant to pay
the Rent and to perform all other obligations to be performed by Tenant
hereunder. The acceptance of Rent by Landlord from any other person shall not
be deemed to be a waiver by Landlord of any provision herein. Consent to one
assignment or subletting shall not be deemed consent to any subsequent
assignment or subletting. In the event of default by an assignee or subtenant
of Tenant or any successor of Tenant in the performance of any of the terms
hereof, Landlord may proceed directly against Tenant without the necessity of
exhausting remedies against such assignee, subtenant or successor. Landlord
may consent to subsequent assignments of the Lease or subletting or
amendments or modifications to the Lease with assignees of Tenant, without
notifying Tenant, or any successor of Tenant, and without obtaining its or
their consent thereto and any such actions shall not relieve Tenant of
liability under this Lease.

          (e) If Tenant assigns the Lease or sublets the Premises or requests
the consent of Landlord to any assignment or subletting or if Tenant requests
the consent of Landlord for any act that Tenant proposes to do, then Tenant
shall, upon demand, pay Landlord an administrative fee of One Hundred Fifty
and No/100 Dollars ($150.00) plus any attorneys' fees reasonably incurred by
Landlord in connection with such act or request.

     18. HOLDING OVER. Tenant has no right to retain possession of the
Premises or any part thereof beyond the expiration or earlier termination of
this Lease. In the event that Tenant holds over in violation of this
Paragraph 18 then the Base Rent payable from and after the time of the
expiration or earlier termination of this Lease shall be increased to one
hundred ten percent (110%) of the Base Rent applicable during the month
immediately preceding such expiration or earlier termination. Nothing
contained herein shall be construed as a consent by Landlord to any holding
over by Tenant.

     19. SURRENDER OF PREMISES.

          (a) Tenant shall peaceably surrender the Premises to Landlord on
the Expiration Date, in broom-clean condition and in as good condition as
when Tenant took possession, except for (i) reasonable wear and tear, (ii)
loss by fire or other casualty, and (iii) loss by condemnation. Tenant shall,
on Landlord's request, remove Tenant's Property on or before the Expiration
Date and promptly repair all damage to the Premises or Building caused by
such removal.

          (b) If Tenant abandons or surrenders the Premises, or is
dispossessed by process of law or otherwise, any of Tenant's Property left on
the Premises shall be deemed to be abandoned, and, at Landlord's option,
title shall pass to Landlord under this Lease as by a bill of sale. If
Landlord elects to remove all or any part of such Tenant's Property, the cost
of removal, including repairing any damage to the Premises or Building caused
by such removal, shall be paid by Tenant. On the Expiration Date Tenant shall
surrender all keys to the Premises.

     20. DESTRUCTION OR DAMAGE.

          (a) If the Premises or the portion of the Building necessary for
Tenant's occupancy is damaged by fire, earthquake, act of God, the elements
of other casualty, Landlord shall, subject to the provisions of this Section,
promptly repair the damage, if such repairs can, in Landlord's commercially
reasonable opinion, be completed within (90) ninety days. If Landlord
determines that repairs can be completed within ninety (90) days, this Lease
shall remain in full force and effect, except that if such damage is not the
result of the gross negligence or willful misconduct of Tenant or Tenant's
agents, employees, contractors, licensees or invitees, the Base Rent shall be
abated to the extent Tenant's use of the Premises is impaired, commencing
with the date of damage and continuing until completion of the repairs
required of Landlord under Section 20d.

          (b) If in Landlord's commercially reasonable opinion, such repairs
to the Premises or portion of the Building necessary for Tenant's occupancy
cannot be completed within ninety (90) days, Landlord may elect, upon notice
to Tenant given within thirty (30) days after the date of such fire or other
casualty, to repair such damage, in which event this Lease shall continue in
full force and effect, but the Base Rent shall be partially abated as
provided in Section 20a. If Landlord does not so elect to make such repairs,
this Lease shall terminate as to the date of such fire or other casualty.

                               Page 18 of 29 Pages

<PAGE>


          (c) If any other portion of the Building or Project is totally
destroyed or damaged to the extent that in Landlord's commercially reasonable
opinion repair thereof cannot be completed within ninety (90) days, Landlord
may elect upon notice to Tenant given within thirty (30) days after the date
of such fire or other casualty, to repair such damage, in which event this
Lease shall continue in full force and effect, but the Base Rent shall be
partially abated as provided in Section 20a. If Landlord does not elect to
make such repairs, this Lease shall terminate as of the date of such fire or
other casualty.

          (d) If the Premises are to be repaired under this Section, Landlord
shall repair at its cost any injury or damage to the Building and Building
Standard Work in the Premises. Tenant shall be responsible at its sole cost
and expense for the repair, restoration and replacement of any other
Leasehold Improvements and Tenant's Property. Landlord shall not be liable
for any loss of business, inconvenience or annoyance arising from any repair
or restoration of any portion of the Premises, Building or Project as a
result of any damage from fire or other casualty.

          (e) This Lease shall be considered an express agreement governing
any case of damage to or destruction of the Premises, Building or Project by
fire or other casualty, and any present or future law which purports to
govern the rights of Landlord and Tenant in such circumstances in the absence
of express agreement, shall have no application.

     21. EMINENT DOMAIN.

          (a) If the whole of the Building or Premises is lawfully taken by
condemnation or in any other manner for any public or quasi-public purpose,
this Lease shall terminate as of the date of such taking, and Rent shall be
prorated to such date. If less than the whole of the Building or Premises is
so taken, this Lease shall be unaffected by such taking, provided that (i)
Tenant shall have the right to terminate this Lease by notice to Landlord
given within ninety (90) days after the date of such taking if twenty percent
(20%) or more of the Premises is taken and the remaining area of the Premises
is not reasonably sufficient for Tenant to continue operation of its
business, and (ii) Landlord shall have the right to terminate this Lease by
notice to Tenant given within ninety (90) days after the date of such taking.
If either Landlord or Tenant so elects to terminate this Lease, the Lease
shall terminate on the thirtieth (30th) day after either such notice. The
Rent shall be prorated to the date of termination. If this Lease continues in
force upon such partial taking, the Base Rent and Tenant's Proportionate
Share shall be equitably adjusted according to the remaining Rentable Area of
the Premises and Project.

          (b) In the event of any taking, partial or whole, all of the
proceeds of any lawful judgment or settlement payable by the condemning
authority shall be the exclusive property of Landlord, and Tenant hereby
assigns to Landlord all of its rights, title and interest in any award,
judgment or settlement from the condemning authority. Tenant, however, shall
have the right, to the extent that Landlord's award is not reduced or
prejudiced, to claim from the condemning authority (but not from Landlord)
such compensation as may be recoverable by Tenant in its own right for
relocation expenses and damage to Tenant's personal property.

          (c) In the event of a partial taking of the Premises which does not
result in a termination of this Lease, Landlord shall restore the remaining
portion of the Premises as nearly as practicable to its condition prior to
the condemnation or taking, but only to the extent of Building Standard Work,
Tenant shall be responsible at its sole cost and expense for the repair,
restoration and replacement of any other Leasehold Improvements and Tenant's
Property.

     22. INDEMNIFICATION.

          (a) TENANT'S INDEMNIFICATION: Except for Landlord's gross
negligence or intentional misconduct, Tenant shall defend, indemnify and hold
harmless Landlord from and against any and all claims arising out of or
related to Tenant's use or occupancy of the Premises, or arising out of or
related to the conduct of Tenant's business or arising out of or related to
any activity, work or things done, or permitted by Tenant, or its employees
contractors or agents, in or about the Premises and shall further indemnify
and hold harmless Landlord from and against all costs, reasonable attorney's
fees, expenses and liabilities incurred in the defense of any such claim or
any

                               Page 19 of 29 Pages

<PAGE>


action or proceeding brought thereon. If Landlord shall, without fault on its
part, be made a party to any litigation commenced by or against Tenant, then
Tenant shall pay all costs and reasonable attorney's fees incurred by such
litigation.

          (b) LANDLORD'S INDEMNIFICATION: Landlord shall defend, indemnify
and hold harmless Tenant from and against any and all claims arising out of
any activity, work or things done, or permitted by Landlord in or about the
Common Areas of the Building or the Common Areas of the Project and shall
further indemnify and hold harmless Tenant from and against all costs,
reasonable attorney's fees, expenses and liabilities incurred in the defense
of any such claim or any action or proceeding brought thereon. Either party
shall retain the right to reject defense counsel appointed by the other party
or its agents, and to appoint other counsel, if such party believes that such
counsel as appointed by the other party or its agents will not adequately
represent their interests in the case.

          (c) Except as directly caused by Landlord's gross negligence or
willful misconduct, Tenant, as a material part of the consideration to
Landlord, hereby assumes all risk, of damage to property of Tenant or injury
to persons, in, upon or about the Premises arising from any cause and Tenant
hereby waives all claims in respect thereof against Landlord. Tenant hereby
agrees that Landlord shall not be liable for injury to Tenant's business or
any loss of income therefrom or for damage to the goods, wares, merchandise
or other property of Tenant, Tenant's employees, invitees, customers, or any
other persons in or about the Premises, Landlord shall not be liable for
injury to Tenant, Tenant's employees, agents or contractors, whether such
damage or injury is caused by or results from fire, steam, electricity, gas,
water or rain, or from the breakage, leakage, obstruction or other defects of
pipes, sprinklers, wires, appliances, plumbing, air conditioning or lighting
fixtures, or from any other cause of such damages or injury, or for loss or
damage to Tenant's business or other economic loss (whether direct or
consequential), and for the injury or death to any persons in, on or about
the Premises, except for damage or loss directly caused by Landlord's gross
negligence or willful misconduct. Tenant agrees that in no case shall
Landlord ever be responsible or liable on any theory for any injury to
Tenant's business, loss of profits, loss of income or any other form of
consequential damage. Landlord shall not be liable for any damages arising
from any act or omission of any other Tenant, occupant or use of the building
and parcel of which the Premises are a part, nor from the failure of Landlord
to enforce the provision of any other lease of the Building, or the rules of
the Building and parcel of which the Premises are a part.

     23. TENANT'S INSURANCE.

          (a) Insurance required hereunder shall be issued by companies duly
licensed to transact business in the State of California, and maintaining
during the policy term a "General Policyholders Rating" of at least B+, V, or
such other rating as may be required by a Lender having a lien on the
Premises, as set forth in the most current issue of "Best's Insurance Guide."
Tenant shall not do or permit to be done anything which shall invalidate the
insurance policies referred to in this Section 23. Tenant shall cause to be
delivered to Landlord certified copies of policies of such insurance or
certificates evidencing the existence and amounts of such insurance with the
insured and loss payable clauses as required by this Lease. No such policy
shall be cancelable or subject to modification except after thirty (30) days
prior written notice to Landlord. Tenant shall at least thirty (30) days
prior to the expiration of such policies, furnish Landlord with evidence of
renewals or "insurance binders" evidencing renewal thereof, or Landlord may
order such insurance and charge the cost thereof to Tenant, which amount
shall be payable by Tenant to Landlord upon demand. If Tenant shall fail to
procure and maintain the insurance required under this Section 23, Landlord
may, but shall not be required to, procure and maintain the same, but at
Tenant's expense.

          (b) Beginning on the date Tenant is given access to the Premises
for any purpose and continuing until expiration of the Term, Tenant shall
procure, pay for and maintain in effect policies of casualty insurance
covering (i) all Leasehold Improvements (including any alterations, additions
or improvements as may be made by Tenant pursuant to the provisions of
Section 13 hereof), and (ii) trade fixtures, merchandise and other personal
property from time to time in, on or about the Premises, in and amount not
less than one hundred percent (100%) of their actual replacement cost from
time to time, providing protection against any peril included within the
classification "Fire and Extended Coverage" together with insurance against
sprinkler damage, vandalism and malicious mischief. The proceeds of such
insurance shall be used for the repair or replacement of the property so

                               Page 20 of 29 Pages

<PAGE>


insured. Upon termination of this lease following a casualty as set forth
herein, the proceeds under Section (i) above shall be paid to Landlord and
the proceeds under Section (ii) above shall be paid to Tenant.

          (c) Tenant shall obtain and keep in force during the term of this
Lease a Commercial General Liability policy of insurance protecting the
following as Additional Insureds, LANDLORD, AND A&A PROPERTIES, INC. (THE
"PROPERTY MANAGER") against claims for bodily injury, personal injury and
property damage based upon, involving or arising out of the ownership, use,
occupancy or maintenance of the Premises and all areas appurtenant thereto.
Such insurance shall be on an occurrence basis providing single limit
coverage in an amount not less than $2,000,000 per occurrence with an
"Additional Insured-Managers or Landlords of Premises" Endorsement and
contain the "Amendment of the Pollution Exclusion" for damage caused by heat,
smoke or fumes from a hostile fire. The policy shall not contain any
intra-insured exclusions as between insured persons or organizations, but
shall include coverage for liability assumed under this Lease as an "insured
contract" for the performance of Tenant's indemnity obligations under this
Lease. The limits of said insurance required by this Lease or as carried by
Tenant shall not, however, limit the liability of Tenant nor relieve Tenant
of any obligation hereunder. All insurance to be carried by Tenant shall be
primary to and not contributory with any similar insurance carried by
Landlord, whose insurance shall be considered excess insurance only.

          (d) Not less than every three (3) years during the Term, Landlord
and Tenant shall mutually agree to increases in all of Tenant's insurance
policy limits for all insurance to be carried by Tenant as set forth in this
Section.

     24. WAIVER OF SUBROGATION. Tenant and Landlord each hereby release and
relieve the other, and waive their entire right of recovery against the other
for loss or damage arising out of or incident to the perils insured against
which perils occur in, on or about the Premises and/or the Building, whether
due to the negligence of Landlord or Tenant or their agents, employers,
contractors and/or invitees. Tenant and Landlord shall, upon obtaining the
policies of insurance required give notice to the insurance carrier or
carriers that the foregoing mutual waiver of subrogation is contained in this
Lease.

     25. SUBORDINATION AND ATTORNMENT. Upon written request of Landlord, or
any first mortgagee or first deed of trust beneficiary of Landlord, or ground
landlord of Landlord, Tenant shall, in writing, subordinate its rights under
this Lease to the lien of any first mortgage or first deed of trust or to the
interest of any lease in which Landlord is Tenant, and to all advances made
or hereafter to be made thereunder. However, before signing any subordination
agreement, Tenant shall have the right to obtain from any lender or Landlord
or ground landlord requesting such subordination, an agreement in writing
providing that, as long as Tenant is not in default hereunder, this Lease
shall remain in effect for the full Term. The holder of any security interest
may, upon written notice to Tenant, elect to have this Lease prior to its
security interest regardless of the time of the granting or recording of such
security interest. In the event of any foreclosure sale, transfer in lieu of
foreclosure or termination of the lease in which Landlord is Tenant, Tenant
shall attorn to the purchaser, transferee or Landlord as the case may be, and
recognize that party as Landlord under this Lease provided such party
acquires and accepts the Premises subject to this Lease.

     26. TENANT ESTOPPEL CERTIFICATES. Within ten (10) days after written
request from Landlord, Tenant shall execute and deliver to Landlord or
Landlord's designee, a written statement certifying (a) that this Lease is
unmodified and in full force and effect, or is in full force and effect as
modified and stating the modifications; (b) the amount of Base Rent and the
date to which Base Rent and additional rent have been paid in advance; (c)
the amount of any security deposited with Landlord; and (d) that Landlord is
not in default hereunder or, if Landlord is claimed to be in default, stating
the nature of any claimed default. Any such statement may be relied upon by a
purchaser, assignee or lender. Tenant's failure to execute and deliver such
statement within the time required shall at Landlord's election be a default
under this Lease and shall also be conclusive upon Tenant that: (1) this
Lease is in full force and effect and has not been modified except as
represented by Landlord; (2) there are no uncured defaults in Landlord's
performance and that Tenant has no right of offset, counter-claim or
deduction against Rent; and (3) not more than one month's Rent has been paid
in advance.

                               Page 21 of 29 Pages

<PAGE>

     27. TRANSFER OF LANDLORD'S INTEREST. In the event of any sale or
transfer by Landlord of the Premises, Building or Project, and assignment of
this Lease by Landlord, Landlord shall be and is hereby entirely freed and
relieved of any and all liability and obligations contained in or derived
from this Lease arising out of any act, occurrence or omission relating to
the Premises, Building, Project or Lease occurring after the consummation of
such sale or transfer, providing the purchaser shall expressly assume all of
the covenants and obligations of Landlord under this Lease. If any security
deposit or prepaid Rent has been paid by Tenant, Landlord may transfer the
security deposit or prepaid Rent to Landlord's successor and upon such
transfer, Landlord shall be relieved of any and all further liability with
respect thereto.

     28. DEFAULT.

          (a) TENANT'S DEFAULT. The occurrence of any one or more of the
following events shall constitute a default and breach of this Lease by
Tenant:

               (i)    If Tenant abandons or vacates the Premises for more than
thirty (30) days; or

               (ii)   If Tenant fails to pay any Rent or any other charges
required to be paid by Tenant under this Lease and such failure continues for
five (5) days after written notice that such payment is due and payable; or

               (iii)  If Tenant fails to promptly and fully perform any other
covenant, condition or agreement contained in this Lease and such failure
continues for thirty (30) days after written notice thereof from Landlord to
Tenant; or

               (iv)   If a writ of attachment or execution is levied on this
Lease or on any of Tenant's Property; or

               (v)    If Tenant makes a general assignment for the benefit of
creditors, or provides for an arrangement, composition, extension or
adjustment with its creditors; or

               (vi)   If Tenant files a voluntary petition for relief or if a
petition against Tenant in a proceeding under the federal bankruptcy laws or
other insolvency laws is filed and not withdrawn or dismissed within
forty-five (45) days thereafter, or if under the provisions of any law
providing for reorganization or winding up of corporations, any court of
competent jurisdiction assumes jurisdiction. custody or control of Tenant or
any substantial part of its property and such jurisdiction, custody or
control remains in force unrelinquished, unstayed or unterminated for a
period of forty-five (45) days; or

               (vii)  If in any proceeding or action in which Tenant is a
party, a trustee, receiver, agent or custodian is appointed to take charge of
the Premises or Tenant's Property (or has the authority to do so) for the
purpose of enforcing a lien against the Premises or Tenant's Property; or

               (viii) If Tenant is a partnership or consists of more than one
(1) person or entity, if any partner of the partnership or other person or
entity is involved in any of the acts or events described in subparagraphs
(iv) through (vii) above.

          (b) REMEDIES. In the event of Tenant's default hereunder, then in
addition to any other rights or remedies Landlord may have under any law,
Landlord shall have the right, at Landlord's option, without further notice
or demand of any kind to do the following:

               (i)    Terminate this Lease and Tenant's right to possession of
the Premises and reenter the Premises and take possession thereof and Tenant
shall have no further claim to the Premises or under this Lease, in which
event Landlord shall deliver written notice to Tenant of Landlord's
termination of this Lease within two (2) business days of such termination; or

                               Page 22 of 29 Pages

<PAGE>


               (ii)  Continue this Lease in effect, reenter and occupy the
Premises for the account of Tenant, and collect any unpaid Rent or other
charges which have or thereafter become due and payable; or

               (iii) Reenter the Premises under the provisions of
subparagraph (ii), above, and thereafter elect to terminate this Lease and
Tenant's right to possession of the Premises.

     If Landlord reenters the Premises, under the provisions of subparagraphs
(ii) or (iii) above, Landlord shall not be deemed to have terminated this
Lease or the obligation of Tenant to pay any Rent or other charges thereafter
accruing, unless Landlord notifies Tenant in writing of Landlord's election
to terminate this Lease (it is the intention of the parties that Landlord
shall have the remedy described in California Civil Code Section 1951.4,
which provides that a lessor may continue the lease in effect after a
lessee's breach and abandonment and recover rent as it becomes due, if lessee
has the right to sublet or assign, subject only to reasonable limitations).
In the event of any reentry or retaking of possession by Landlord, Landlord
shall have the right, but not the obligation, to remove all or any part of
Tenant's Property in the Premises and to place such property in storage at a
public warehouse at the expense and risk of Tenant. If Landlord elects to
relet the Premises for the account of Tenant, the rent received by Landlord
from such reletting shall be applied as follows: first, to the payment of any
indebtedness other than Rent due hereunder from Tenant to Landlord; second,
to the payment of any costs of such reletting; third, to the payment of the
cost of any alterations or repairs to the Premises; fourth to the payment of
Rent due and unpaid hereunder; and the balance, if any, shall be held by
Landlord and applied in payment of future Rent as it becomes due. If that
portion of rent received from the reletting which is applied against the Rent
due hereunder is less than the amount of the Rent due, Tenant shall pay the
deficiency to Landlord promptly upon demand by Landlord. Such deficiency
shall be calculated and paid monthly. Tenant shall also pay to Landlord, as
soon as determined, any costs and expenses incurred by Landlord in connection
with such reletting or in making alterations and repairs to the Premises,
which are not covered by the rent received from the reletting.

     If Landlord terminates this Lease or Tenant's right to possession of the
Premises, Landlord shall have no obligation to mitigate Landlord's damages
except to the extent required by applicable law. If Landlord has not
terminated this Lease or Tenant's right to possession of the Premises,
Landlord shall have no obligation to mitigate under any circumstances and may
permit the Premises to remain vacant or abandoned. If Landlord is required to
mitigate damages as provided herein: (i) Landlord shall be required only to
use reasonable efforts to mitigate, which shall not exceed such efforts as
Landlord generally uses to lease other space in the Building, (ii) Landlord
will not be deemed to have failed to mitigate if Landlord or its affiliates
lease any other portions of the Building or other projects owned by Landlord
or its affiliates in the same geographic area, before reletting all or any
portion of the Premises, and (iii) any failure to mitigate as described
herein with respect to any period of time shall only reduce the Rent and
other amounts to which Landlord is entitled to seek from Tenant hereunder by
the reasonable rental value of the Premises during such period. In
recognition that the value of the Building depends on the rental rates and
terms of leases therein, Landlord's rejection of a prospective replacement
tenant based on an offer of rentals below Landlord's published rates for new
leases of comparable space at the Building at the time in question, or at
Landlord's option, below the rates provided in this Lease, or containing
terms less favorable than those contained herein, shall not give rise to a
claim by Tenant that Landlord failed to mitigate Landlord's damages.

     Should Landlord elect to terminate this Lease under the provisions of
subparagraph 28(b)(ii) or (iii) above, Landlord may recover as damages from
Tenant the following:

                         (1) PAST RENT. The worth at the time of the award of
any unpaid Rent which had been earned at the time of termination; plus

                         (2) RENT PRIOR TO AWARD. The worth at the time of
the 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 Tenant proves could have been reasonably avoided; plus

                         (3) RENT AFTER AWARD. The worth at the time of the
award of the amount by which the unpaid Rent for the balance of the Term
after the time of award exceeds the amount of the rental loss that Tenant
proves could be reasonably avoided; plus

                               Page 23 of 29 Pages

<PAGE>


                         (4) PROXIMATELY CAUSED DAMAGES. Any other amount
necessary to compensate Landlord for all detriment proximately caused by
Tenant's failure to perform its obligations under this Lease or which in the
ordinary course of things would be likely to result therefrom, including, but
not limited to, any costs or expenses (including reasonable attorneys' fees),
incurred by Landlord in (a) retaking possession of the Premises, (b)
maintaining the Premises after Tenant's default, (c) preparing the Premises
for reletting to a new tenant, including any repairs or alterations, and (d)
reletting the Premises, including broker's commissions.

     "The worth at the time of the award" as used in subparagraphs 1 and 2
above, is to be computed by allowing interest at the rate of ten percent
(10%) per annum. "The worth at the time of the award" as used in subparagraph
3 above, is to be computed by discounting the amount at the discount rate of
the Federal Reserve Bank situated nearest to the Premises at the time of the
award plus one percent (1%).

     The waiver by any party Landlord of any breach of any term, covenant or
condition of this Lease shall not be deemed a waiver of such term, covenant
or condition or of any subsequent breach of the same or any other term,
covenant or condition. Acceptance of Rent by Landlord subsequent to any
breach hereof shall not be deemed a waiver of any preceding breach other than
the failure to pay the particular Rent so accepted, regardless of Landlord's
knowledge of any breach at the time of such acceptance of Rent. Landlord
shall not be deemed to have waived any term, covenant or condition unless
Landlord gives Tenant written notice of such waiver.

          (c) LANDLORD'S DEFAULT. If Landlord fails to perform any covenant,
condition or agreement contained in this Lease within thirty (30) days after
receipt of written notice from Tenant specifying such default, or if such
default cannot reasonably be cured within thirty (30) days, if Landlord fails
to commence to cure within that thirty (30) day period, then Landlord shall
be liable to Tenant for any damages sustained by Tenant as a result of
Landlord's breach; provided, however, it is expressly understood and agreed
that if Tenant obtains a money judgment against Landlord resulting from any
default or other claim arising under this Lease, that judgment shall be
satisfied only out of the rents, issues, profits, and other income actually
received on account of Landlord's right, title and interest in the Premises,
Building or Project, and no other real, personal or mixed property of
Landlord (or of any of the partners which comprise Landlord, if any) wherever
situated, shall be subject to levy to satisfy such judgment. If, after notice
to Landlord of default, Landlord (or any first mortgagee or first deed of
trust beneficiary of Landlord) fails to cure the default as provided herein,
then Tenant shall have the right to cure that default at Landlord's expense.
Tenant shall not have the right to terminate this Lease or to withhold,
reduce or offset any amount against any payments of Rent or any other charges
due and payable under this Lease except as otherwise specifically provided
herein.

     29. BROKERAGE FEES. Tenant warrants and represents that it has not dealt
with any real estate broker or agent in connection with this Lease or its
negotiation except those noted in Section 2(m). Tenant shall indemnify and
hold Landlord harmless from any cost, expense or liability (including costs
of suit and reasonable attorneys' fees) for any compensation, commission or
fees claimed by any other real estate broker or agent in connection with this
Lease or its negotiation by reason of any act of Tenant.

     30. NOTICES. All notices, approvals and demands permitted or required to
be given under this Lease shall be in writing and deemed duly served or given
if personally delivered or sent by certified or registered U.S. mail, postage
prepaid, and addressed as follows: (a) if to Landlord, to Landlord's Mailing
Address and to the building manager, and (b) if to Tenant, to Tenant's
Mailing Address; provided, however, notices to Tenant shall be deemed duly
served or given if delivered or mailed to Tenant at the Premises. Landlord
and Tenant may from time to time by notice to the other designate another
place for receipt of future notices.

     31. GOVERNMENT ENERGY OR UTILITY CONTROLS. In the event of imposition of
federal, state or local government controls, rules, regulations, or
restrictions on the use or consumption of energy or other utilities during
the Term, both Landlord and Tenant shall be bound thereby. In the event of a
difference in interpretation by Landlord and Tenant of any such controls, the
interpretation of Landlord shall prevail, and Landlord shall have the right
to enforce compliance therewith, including the right of entry into the
Premises to effect compliance.

                               Page 24 of 29 Pages

<PAGE>


     32. PARKING. Tenant shall be allocated the number of parking spaces
identified in Section 2(l). Tenant shall use the Building's parking
facilities in common with other tenants of the Building upon terms and
conditions as may from time to time be established by Landlord. Tenant agrees
not to overburden the parking facilities and agrees to cooperate with
Landlord and other Tenants in the use of the parking facilities. Landlord
reserves the right in its absolute discretion to determine whether the
parking facilities are becoming crowded and to reallocate and assign parking
spaces among Tenant and the other tenants, to assign spaces for vanpool and
carpool vehicles, and to alter, relocate, reduce or otherwise change the
parking facilities and to take measures with respect to the parking area from
time to time in order to comply with any applicable governmental ordinance,
law or regulation. Landlord shall have the right, in addition to pursuing any
other legal remedy available, to tow any vehicle belonging to Tenant or
Tenant's employees which is not in compliance with the regulations for the
parking facility then in effect if a violation continues after the first
notice of such violation, at the expense of Tenant; nothing in this Lease,
however, shall require Landlord to tow parked cars or take other actions to
free occupied spaces for Tenant's use. Landlord shall not be liable for any
claims, losses, damages, expenses or demands with respect to injury or damage
to the vehicles of Tenant or Tenant's customers or employees that park in the
parking areas of the Property, except for such loss or damage as may be
caused by Landlord's gross negligence or willful misconduct, and Tenant
agrees to indemnify, defend, protect and hold harmless Landlord from and
against any such claim, loss, damage, demand, cost or expense, including
without limitation, reasonable attorneys' fees and legal expenses.

     33. QUIET ENJOYMENT. Tenant, upon paying the Rent and performing all of
its obligations under this Lease, shall peaceably and quietly enjoy the
Premises, subject to the terms of this Lease and to any mortgage, lease, or
other agreement to which this Lease may be subordinate.

     34. OBSERVANCE OF LAW. 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, statute, ordinance or governmental rule or regulation 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
insurance underwriters or other similar bodies now or hereafter constituted,
relating to, or affecting the condition, use or occupancy of the Premises,
excluding structural changes not related to or affected by Tenant's
improvements or acts. The judgment of any court of competent jurisdiction or
the admission of Tenant in any action against Tenant, whether Landlord is a
party thereto or not, that Tenant has violated any law, ordinance or
governmental rule, regulation or requirement, shall be conclusive of that
fact as between Landlord and Tenant.

     35. BANKRUPTCY. If Tenant shall file a petition in bankruptcy under any
Chapter of the Bankruptcy Act as then in effect, or if Tenant be adjudicated
a bankrupt in involuntary bankruptcy proceedings and such adjudication shall
not have been vacated within sixty (60) days from the date thereof, or if a
receiver or trustee be appointed of Tenant's property and the order
appointing such receiver or trustee not be set aside or vacated within thirty
(30) days after the entry thereof, or if the Tenant shall assign Tenant's
estate or effects for the benefit of creditors, or if this Lease shall
otherwise by operation of law devolve or pass to any person or persons other
than Tenant, then and in any such event Landlord may, if Landlord so elects,
with notice of such election, forthwith terminate this Lease, and
notwithstanding any other provisions of this Lease, Landlord, in addition to
any and all rights and remedies allowed by law or equity, shall upon such
termination be entitled to recover damages in the amount provided in Section
28(b) above and neither Tenant nor any person claiming through or under
Tenant or by virtue of any statute or order of any court shall be entitled to
possession of the Premises but shall forthwith quit and surrender the
Premises to Landlord. Nothing herein contained shall limit or prejudice the
right of Landlord to prove and obtain as damages by reason of any such
termination an amount equal to the maximum allowed by any statute or rule of
law in effect at the time when, and governing the proceedings in which, such
damages are to be proved, whether or not such amount be greater, equal to, or
less than the amount of damages recoverable under the provisions of this
Section 35.

     36. FORCE MAJEURE. Any prevention, delay or stoppage of work to be
performed by Landlord or Tenant which is due to strikes, labor disputes,
inability to obtain labor, materials, equipment or reasonable substitutes
therefor, acts of God, governmental restrictions or regulations or controls,
judicial orders, enemy or

                               Page 25 of 29 Pages

<PAGE>


hostile government actions, civil commotion, fire or other casualty, or other
causes beyond the reasonable control of the party obligated to perform
hereunder, shall excuse performance of the work by that party for a period
equal to the duration of that prevention, delay or stoppage. Nothing in this
Section 36 shall excuse or delay Tenant's obligation to pay Rent or other
charges under this Lease.

     37. LIMITATION ON 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:

          (a) Notwithstanding anything to the contrary contained in this
Lease or in any exhibits, Riders or addenda hereto attached (collectively the
"Lease Documents"), it is expressly understood and agreed by and between the
parties hereto that: (i) the recourse of Tenant or its successors or assigns
against Landlord with respect to the alleged breach by or on the part of
Landlord of any representation, warranty, covenant, undertaking or agreement
contained in any of the Lease Documents or otherwise arising out of Tenant's
use of the Premises or the Building (collectively, "Landlord's Lease
Undertakings") shall extend only to Landlord's interest in the real estate of
which the Premises demised under the Lease Documents are a part ("Landlord's
Real Estate") and not to any other assets of Landlord or its constituent
members; (ii) except to the extent of Landlord's interest in Landlord's Real
Estate, no personal liability or personal responsibility of any sort with
respect to any of Landlord's Lease Undertakings or any alleged breach thereof
is assumed by, or shall at any time be asserted or enforceable against,
Landlord, its constituent members, or against any of their respective
directors, officers, employees, agents, constituent members, beneficiaries,
trustees or representatives; and (iii) in no event shall Landlord be liable
to Tenant for special, indirect or consequential damages, including gross
profits, arising hereunder.

          (b) No member, partner, stockholder, director, officer, employee or
beneficiary or trustee (collectively, "Member") of Landlord shall be sued or
named as a party in any suit or action (except as may be necessary to secure
jurisdiction over Landlord);

          (c) No service of process shall be made against any Member of
Landlord (except as may be necessary to secure jurisdiction over Landlord);

          (d) No Member of Landlord shall be required to answer or otherwise
plead to any service of process;

          (e) No judgment will be taken against any Member of Landlord;

          (f) Any judgment taken against any Member of Landlord may be
vacated and set aside at any time nunc pro tunc;

          (g) Except for the Building, no writ of execution will ever be
levied against the assets of any Member of Landlord;

          (h) These covenants and agreements are enforceable both by Landlord
and also by any Member of Landlord.

     38. CURING TENANT'S DEFAULTS. If Tenant defaults in the performance of
any of its obligations under this Lease, Landlord may (but shall not be
obligated to) without waiving such default, perform the same for the account
at the expense of Tenant. Tenant shall pay Landlord all costs of such
performance promptly upon receipt of a bill therefor.

     39. SIGN CONTROL. Tenant shall not affix, paint, erect or inscribe any
sign, projection, awning, signal or advertisement of any kind to any part of
the Premises, Building or Project, including without limitation, the inside
or outside of windows or doors, without the written consent of Landlord.
Landlord shall have the right to remove any signs or other matter, installed
without Landlord's permission, without being liable to Tenant by reason of
such removal, and to charge the cost of removal to Tenant as additional rent
hereunder, payable within ten (10)

                               Page 26 of 29 Pages

<PAGE>


days of written demand by Landlord.

     40. MISCELLANEOUS.

          (a) ACCORD AND SATISFACTION, ALLOCATION OF PAYMENTS. No payment by
Tenant or receipt by Landlord of a lesser amount than the Rent provided for
in this Lease shall be deemed to be other than on account of the earliest due
Rent, nor shall any endorsement or statement on any check or letter
accompanying any check or payment as Rent be deemed an accord and
satisfaction, and Landlord may accept such check or payment without prejudice
to Landlord's right to recover the balance of the Rent or pursue any other
remedy provided for in this Lease. In connection with the foregoing, Landlord
shall have the absolute right in its sole discretion to apply any payment
received from Tenant to any account or other payment of Tenant then not
current and due or delinquent.

          (b) ADDENDA. If any provision contained in an addendum to this
Lease is inconsistent with any other provision herein, the provision
contained in the addendum shall control, unless otherwise provided in the
addendum.

          (c) ATTORNEYS' FEES. If any action or proceeding is brought by
either party against the other pertaining to or arising out of this Lease,
the finally prevailing party shall be entitled to recover all costs and
expenses, including reasonable attorneys' fees, incurred on account of such
action or proceeding.

          (d) CAPTIONS, SECTIONS AND SECTION NUMBERS. The captions appearing
within the body of this Lease have been inserted as a matter of convenience
and for reference only and in no way define, limit or enlarge the scope or
meaning of this Lease. All references to Section and Section numbers refer to
sections and Section numbers in this Lease.

          (e) CHANGES REQUESTED BY LENDER. Neither Landlord or Tenant shall
unreasonably withhold its consent to changes or amendments to this Lease
requested by the lender on Landlord's interest, so long as these changes do
not alter the basic business terms of this Lease or otherwise materially
diminish any rights or materially increase any obligations of the party from
whom consent to such charge or amendment is requested.

          (f) CHOICE OF LAW. This Lease shall be construed and enforced in
accordance with the laws of the State of California.

          (g) CONSENT. Notwithstanding anything contained in this Lease to
the contrary, Tenant shall have no claim, and hereby waives the right to any
claim against Landlord for money damages by reason of any refusal,
withholding or delaying by Landlord of any consent, approval or statement of
satisfaction, and in such event, Tenant's only remedies therefor shall be an
action for specific performance, injunction or declaratory judgment to
enforce any right to such consent, etc.

          (h) CORPORATE AUTHORITY. If Tenant is a corporation, each
individual signing this Lease on behalf of Tenant represents and warrants
that he is duly authorized to execute and deliver this Lease on behalf of the
corporation, and that this Lease is binding on Tenant in accordance with its
terms. Tenant shall, at Landlord's request, deliver a certified copy of a
resolution of its board of directors authorizing such execution.

          (i) COUNTERPARTS. This Lease may be executed in multiple
counterparts, all of which shall constitute one and the same Lease.

          (j) EXECUTION OF LEASE; NO OPTION. The submission of this Lease to
Tenant shall be for examination purposes only, and does not and shall not
constitute a reservation of or option for Tenant to lease, or otherwise
create any interest of Tenant in the Premises or any other premises within
the Building or Project. Execution of this Lease by Tenant and its return to
Landlord shall not be binding on Landlord notwithstanding any time interval,
until Landlord has in fact signed and delivered this Lease to Tenant.

                               Page 27 of 29 Pages

<PAGE>


          (k) FURNISHING OF FINANCIAL STATEMENTS; TENANT'S REPRESENTATIONS.
In order to induce Landlord to enter into this Lease Tenant agrees that it
shall promptly furnish Landlord, from time to time, upon Landlord's written
request, with an audited financial statement reflecting Tenant's current
financial condition. Tenant represents and warrants that all financial
statements, records and information furnished by Tenant to Landlord in
connection with this Lease are true, correct and complete in all respects.

          (l) FURTHER ASSURANCES. The parties agree to promptly sign all
documents reasonably requested to give effect to the provisions of this Lease.

          (m) MORTGAGEE PROTECTION. Tenant agrees to send by certified or
registered mail to any first mortgagee or first deed of trust beneficiary of
Landlord whose address has been furnished to Tenant, a copy of any notice of
default served by Tenant on Landlord. If Landlord fails to cure such default
within the time provided for in this Lease, such mortgagee or beneficiary
shall have an additional thirty (30) days to cure such default; provided that
if such default cannot reasonably be cured within that thirty (30) day
period, then such mortgagee or beneficiary shall have such additional time to
cure the default as is reasonably necessary under the circumstances.

          (n) PRIOR AGREEMENTS; AMENDMENTS. This Lease contains all of the
agreements of the parties with respect to any matter covered or mentioned in
this Lease, and no prior agreement or understanding pertaining to any such
matter shall be effective for any purpose. No provisions of this Lease may be
amended or added to except by an agreement in writing signed by the parties
or their respective successors in interest.

          (o) RECORDING. Tenant shall not record this Lease without the
prior written consent of Landlord. Tenant, upon the request of Landlord,
shall execute and acknowledge a "short form" memorandum of this Lease for
recording purposes.

          (p) SEVERABILITY. A final determination by a court of competent
jurisdiction that any provision of this Lease is invalid shall not affect the
validity of any other provision, and any provision so determined to be
invalid shall, to the extent possible, be construed to accomplish its
intended effect.

          (q) SUCCESSORS AND ASSIGNS. This Lease shall apply to and bind the
heirs, personal representatives, and permitted successors and assigns of the
parties.

          (r) TIME OF THE ESSENCE. Time is of the essence of this Lease.

          (s) NO CONSTRUCTION AGAINST DRAFTER. The provisions of this Lease
shall be construed in accordance with the fair meaning of the language used
and shall not be strictly construed against either party. If the parties
delete any provision appearing in the original draft of this Lease, this
Lease will be interpreted as if the deleted language were never a part of
this Lease.

          (t) WAIVER. No delay or omission in the exercise of any right or
remedy of Landlord upon any default by Tenant shall impair such right or
remedy or be construed as a waiver of such default.

          (u) COMPLIANCE. The parties hereto agree to comply with all
applicable federal, state and local laws, regulations, code ordinances and
administrative orders having jurisdiction over the parties, property or the
subject matter of this agreement including, but not limited to, the 1964
Civil Rights Act and all amendments thereto, the Foreign Investment In Real
Property Tax Act, the Comprehensive Environmental Response Compensation and
Liability Act, and The Americans With Disabilities Act.

     The receipt and acceptance by Landlord of delinquent Rent shall not
constitute a waiver of any other default; it shall constitute only a waiver
of timely payment for the particular Rent payment involved.

     No act or conduct of Landlord, including, without limitation, the
acceptance of keys to the Premises, shall constitute an acceptance of the
surrender of the Premises by Tenant before the expiration of the Term. Only a

                               Page 28 of 29 Pages

<PAGE>


written notice from Landlord to Tenant shall constitute acceptance of the
surrender of the Premises and accomplish a termination of the Lease.

     Landlord's consent to or approval of any act by Tenant requiring
Landlord's consent or approval shall not be deemed to waive or render
unnecessary Landlord's consent to or approval of any subsequent act by Tenant.

     Any waiver by Landlord of any default must be in writing and shall not
be a waiver of any other default concerning the same or any other provision
of the Lease.

     41. EXHIBITS AND ADDENDA. The exhibits and addenda listed below are
incorporated by reference in this Lease:

         Exhibit A   -   Floor Plan showing the Premises.
         Exhibit A-1 -   Space Plan.
         Exhibit A-2 -   Site Plan of the Project.
         Exhibit A-3 -   Building Shell.
         Exhibit B   -   Work Letter Agreement.
         Exhibit C   -   Rules and Regulations.
         Exhibit D   -   Janitorial Specifications.
         Addenda     -   Paragraphs 42 - 50

     The parties hereto have executed this Lease as of the dates set forth
below.


LANDLORD:                                      TENANT:

OATES/ALLEGHENY VENTURE I, LLC,                INSWEB CORPORATION,
A CALIFORNIA LIMITED LIABILITY COMPANY         A DELAWARE CORPORATION


BY:   /s/ Marvin L. Oates                      BY:  /s/ Mark P. Guthrie
    -------------------------------                ----------------------------
     MARVIN L. OATES                               MARK P. GUTHRIE
     MANAGER                                       PRESIDENT

DATE:  SEPTEMBER 19, 2000                      DATE:  SEPTEMBER 18, 2000
      -----------------------------                 ---------------------------



                               Page 29 of 29 Pages

<PAGE>

                                 LEASE ADDENDUM

                          To that certain Office Lease

                          Dated as of SEPTEMBER 7, 2000

   Oates/Allegheny Venture I, LLC, a California limited liability company,
                                   as Landlord

                                       and

              INSWEB Corporation, a Delaware corporation, as Tenant


     42. SECURITY DEPOSIT/LETTER OF CREDIT. At Tenant's election, in lieu of
delivering cash for the Security Deposit pursuant to Section 8 above, Tenant may
elect to deliver to Landlord cash in the amount of Seventy Five Thousand Dollars
($75,000) and an irrevocable, unconditional and transferable letter of credit
(the "Letter of Credit"), which shall be issued by and drawn upon a commercial
bank with which Tenant has a business relationship (hereinafter referred to as
the "Issuing Bank") and which Issuing Bank is reasonably acceptable to the
Landlord and which Letter of Credit shall have a term of not less than one year,
be in form and content reasonably satisfactory to Landlord, be for the account
of Landlord and be in the initial amount of $1,625,000 and shall reduce annually
as hereafter provided. The Letter of Credit shall provide that:

          (a) The Issuing Bank shall pay to Landlord or its duly authorized
representative an amount up to the face amount of the Letter of Credit upon
presentation of the Letter of Credit and a sight draft in the amount to be
drawn;

          (b) The Letter of Credit shall be automatically renewed, without
amendment except for the reduction in the amount thereof as hereafter
expressly set forth, for consecutive periods of one year each during the term
of this Lease, unless Issuing Bank sends written notice (hereinafter referred
to as the "Non-Renewal Notice") to Landlord by certified mail, return receipt
requested, not less than thirty (30) days next preceding the then expiration
date of the Letter of Credit, that it shall not renew such Letter of Credit;

          (c) Landlord, upon receipt of the Non-Renewal Notice, shall have
the right, exercisable by a sight draft, to receive the monies represented by
the Letter of Credit which moneys shall be held by Landlord as a cash
security deposit pursuant to the provisions of Section 8 above, pending the
replacement of such Letter of Credit or Tenant's default under this Lease; and

          (d) Upon Landlord's sale of Landlord's interest in the Property,
the Letter of Credit shall be transferable by Landlord as provided herein.

     In the event of a sale of Landlord's interest in the Property, Landlord
shall have the right to transfer the Letter of Credit deposited hereunder to
the purchaser and Landlord shall thereupon be released by Tenant from all
liability for the return of such Letter of Credit. In such event, Tenant
agrees to look solely to the new Landlord for the return of said Letter of
Credit. It is agreed that the provisions hereof shall apply to every transfer
or assignment made of said Letter of Credit to a new Landlord.

     Tenant covenants that it will not assign or encumber, or attempt to
assign or encumber, the Letter of Credit deposited hereunder as security, and
that neither Landlord nor its successors or assigns shall be bound by any
such assignment, encumbrance, attempted assignment, or attempted encumbrance.

     Landlord agrees that it will not draw down the proceeds of the Letter of
Credit except in the event of a default by Tenant hereunder which continues
after any required notice and the expiration of any applicable cure period or
the receipt of notice of non-renewal of such Letter of Credit by the Issuing
Bank without the Tenant

                               Page 1 of 4 Pages

<PAGE>


having provided a substitute Letter of Credit at least seven (7) business
days prior to the expiration date of the Letter of Credit upon substantially
the same terms and conditions as the Letter of Credit.

     The Tenant shall be obligated to maintain a Letter of Credit meeting the
requirements of this Section 42 during the Term of this Lease, provided,
however, the amount available to be drawn under such Letter of Credit shall
reduce as follows:

<TABLE>
<CAPTION>
          Beginning of        Amount of          Balance of
             Month            Reduction        Letter of Credit
<S>                           <C>              <C>
                                                 $1,625,000
              13              ($162,500)         $1,462,500
              25              ($146,250)         $1,316,250
              37              ($131,625)         $1,184,625
              49              ($118,463)         $1,066,163
              61              ($106,616)           $959,546
              73               ($95,955)           $863,592
              85               ($86,359)           $777,232
              97               ($77,723)           $699,509
              109              ($69,951)           $629,558
              121             ($629,558)                 $0
</TABLE>

     In the event of an occurrence of a default under this Lease which
exceeds the amount of One Hundred Thousand Dollars ($100,000), which is not
cured or waived, the Letter of Credit shall not be reduced further and the
Landlord shall have the right to draw upon the full amount of the Letter of
Credit. If the full amount of the Letter of Credit is not required for the
payment of any sum to which Landlord may become obligated by Tenant's
default, or to compensate Landlord for any loss or damage which Landlord may
suffer as a consequence of any default by Tenant ("Excess Amount"), the
balance of the proceeds drawn under the Letter of Credit shall be held by
Landlord (together with any sums required to restore the amount held by
Landlord to the amount required under Section 2(h) above) as a cash security
deposit and shall be treated in accordance with the provisions of Section 8
above, provided that notwithstanding any other provision of this Lease,
Landlord shall pay to Tenant monthly interest on such sum at the rate then
payable by Bank of America on thirty (30) day certificates of deposit. Should
Landlord draw upon the Letter of Credit in an Excess Amount, notwithstanding
any other provisions of this Lease, Tenant shall not be required to maintain
a Letter of Credit.

     The Issuing Bank may be a bank located outside of California in which
event all costs and expenses of the Landlord in realizing upon such Letter of
Credit, including without limitation travel outside of California, shall be a
cost reimbursable to the Landlord under this Lease.

     Nothing in this Section 42 shall in any manner limit the liability of
Tenant under this Lease, and Landlord is reserving all rights and remedies
against Tenant in the event of a default by Tenant.

     43. ARBITRATION. Any controversy or claim arising out of or relating to
this Lease or the breach of this Lease shall be settled by one arbitrator in
accordance with the commercial rules of the American Arbitration Association.
Judgement on the award rendered by the arbitrators may be entered in any
court having jurisdiction over the dispute. The cost of the arbitration shall
be paid by the losing party.

     The arbitrator's authority to grant remedies shall be limited to those
remedies that could be granted or awarded by a judge of the superior court of
the state of California, applying California law to the claims asserted. The
arbitrator shall prepare and provide to the parties a written decision on all
matters subject to the arbitration, including factual findings and the
reasons that form the basis of the arbitrator's decision. The arbitrator
shall not have the power to commit errors of law, and the award of the
arbitrator shall be vacated or corrected for any such error or any other
grounds specified in California Code of Civil Procedure Section 1286.2 or
Section 1286.6. The award of the arbitrator shall be mailed to the parties no
later than thirty (30) days after the close of the arbitration hearing. The


                               Page 2 of 4 Pages

<PAGE>

arbitration proceedings shall be reported by a certified shorthand court
reporter. Written transcripts of the proceedings shall be prepared and made
available to the parties.

     The parties shall each have the right to file with a court of competent
jurisdiction an application for temporary or preliminary injunctive relief,
writ of attachment, unlawful detainer, writ of possession, temporary
protective order, or appointment of a receiver if the arbitration award to
which the applicant may be entitled may be rendered ineffectual in the
absence of such relief or if there is no other adequate remedy. This
application shall not waive a party's arbitration rights under this Lease

     44. DISCLOSURES. The United States Congress has recently enacted the
Americans with Disabilities Act. Among other things, this act is intended to
make many business establishments equally accessible to persons with a
variety of disabilities; modifications to real property may be required.
State and local laws also may mandate changes. The real estate brokers in
this transaction are not qualified to advise you as to what, if any, changes
may be required now, or in the future. Owner and Tenant should consult the
attorneys and qualified design professionals of their choice for information
regarding these matters. Real estate brokers cannot determine which attorneys
or design professionals have the appropriate expertise in this area. Various
construction materials may contain items that have been or may, in the
future, be determined to be hazardous (toxic) or undesirable and may need to
be specifically treated/handled or removed. For example, some transformers
and other electrical components contain PCB's and asbestos has been used in
components such as fireproofing, heating, and cooling systems, air duct
insulation, spray-on and tile acoustical materials, linoleum, floor tiles,
roofing dry wall and plaster. Due to prior or current uses of the Property or
in the area, the Property may have hazardous or undesirable metals, minerals,
chemicals, hydrocarbons, or biological or radioactive items (including
electric and magnetic fields) in soil, water, building components, above or
below-ground containers or elsewhere in areas that may or may not be
accessible or noticeable. Such items may not leak or otherwise be released.
Real estate agents have no expertise in the detection or correction of
hazardous or undesirable items. Expert inspections are necessary. Current or
future laws may require clean up by past, present and/or future owners and/or
operators. It is the responsibility of the Landlord and Tenant to retain
qualified experts to detect and correct such matters and to consult with
legal counsel of their choice to determine what provision, if any, they may
wish to include in transaction documents regarding the Property. Landlords
are required under California Health and Safety Code Section 25915 at seq. to
disclose reports and surveys regarding asbestos to certain persons, including
their employees, contractors, co-owners, purchasers and tenants. Tenants have
similar disclosure obligations. Landlords and Tenants have additional
hazardous materials disclosure responsibilities to each other under
California Health and Safety Code Section 25359.7 and other California laws.
Consult your attorney regarding this matter.

     45. FLOOD. Tenant expressly acknowledges and assumes the risk that the
Premises and improvements may be subject to flooding due to their location in
a flood plain. Tenant unconditionally waives any flood-related property
damage claim asserting liability on the part of the Landlord, Landlord's
predecessors and successors-in-interest, the County of Sacramento or its
officers, agents, or employees premised on the issuance of a permit for
construction of the improvements, whether or not the issuance of this permit
is due to the negligence of Landlord, Landlord's predecessors or successors,
the City or its officers, agents or employees.

     46. JANITORIAL SERVICE. Tenant reserves the right to provide for
Tenant's janitorial service within the Premises. In the event Tenant provides
its own janitorial service and Landlord does not provide janitorial service
to the Premises, Tenant shall be entitled to a credit against Base Rent in
the amount of the market value of the janitorial services that Landlord is
required to provide to the Premises under the terms of this Lease, as such
market value is evidenced by Landlord's cost for janitorial services in
similar buildings. If Tenant elects to provide its own janitorial service,
Tenant shall contract directly with its janitorial company and shall be
solely responsible for payment of the charges incurred. Tenant's janitorial
service shall properly indemnify Landlord and Property Manager and provide
evidence of liability and workers' compensation insurance. Tenant shall
remain responsible for payment of its pro rata share of the cost of
janitorial service and supplies attributable to the common areas. (Also refer
to Exhibit D - Janitorial Specifications)

                               Page 3 of 4 Pages

<PAGE>


     47. SIGNAGE. Landlord will allow Tenant fifty percent (50%) of the
signage rights allowed by the County of Sacramento on two walls on the
Building according to all applicable governmental rules and regulations.
(Please see Exhibit A-2 for placement) Each sign shall not exceed one hundred
forty (140) square feet and is subject to Landlord's prior written approval.
Also see Paragraph 39. Tenant shall be responsible for the fabrication,
installation and maintenance costs associated with its signage. Landlord
shall furnish Tenant with building directory and suite signage consistent
with the building standard, the cost of which shall be deducted from the
tenant improvement allowance described in the Work Letter Agreement.

     48. AUXILLARY POWER. Tenant shall have the right to install an emergency
electrical generator (and ancillary equipment) and related fuel storage tank
in an area mutually acceptable to Landlord and Tenant. Also see Exhibit A-2
for placement.

     49. BROKERAGE FEES. BT Commercial and CB/Richard Ellis representing the
Tenant and Buzz Oates Real Estate representing the Landlord. BT Commercial
(with CB/Richard Ellis) shall be paid by Landlord a commission equal to 5% of
the Base Rent payable for the first five (5) years of the initial Term, and
two and one-half percent (2.5%) of the Base Rent payable for the second five
(5) years of the initial Term, which commission shall be payable upon the
Commencement Date. Buzz Oates Real Estate, representative of the Landlord,
shall be paid by Landlord per separate agreement. Such brokerage commissions
shall be conditioned upon Landlord's receipt of the Security Deposit, and
upon the occurrence of the Commencement Date of this Lease.

     50. SITE ENVIRONMENTAL DISCLOSURE. Landlord discloses to Tenant that the
Property contains certain hazardous materials and environmental
contamination. The Property has previously been the site of an environmental
remediation supervised by the State of California Department of Toxic
Substances and Control ("DTSC") which primarily related to remediation of
lead found in the soil at the Property. Due to contamination which remains
after such remediation activities, DTSC and a prior owner of the Property
entered into that certain Covenant and Agreement, which was recorded against
the Property on April 18, 1991 in the Official Records of Sacramento County
at Book 91 04 18 and Page 344 (the "Environmental Agreement"). Landlord also
discloses to Tenant that the Property may be located above groundwater which
is contaminated with solvents generated by Aerojet's activities at its
facility which is located near to the Property.

     The Environmental Agreement contains a number of covenants and
restrictions related to the environmental condition of the Property. The
Environmental Agreement requires that this Lease provide notice that the
Property is subject to the Environmental Agreement, and specify that
restrictions in the Environmental Agreement include, without limitation, that
the Property may not be used for any of the following uses: a daycare center;
a school for persons under the age of 18 years; a residence; a garden in
which produce is grown for human consumption; and a community park.

LANDLORD:                                  TENANT:

OATES/ALLEGHENY VENTURE I, LLC,            INSWEB CORPORATION,
A CALIFORNIA LIMITED LIABILITY COMPANY     A DELAWARE CORPORATION


BY:   /s/ Marvin L. Oates                  BY:  /s/ Mark P. Guthrie
   --------------------------------           ---------------------------
     MARVIN L. OATES                           MARK P. GUTHRIE
     MANAGER                                   PRESIDENT

DATE: SEPTEMBER 19, 2000                   DATE: SEPTEMBER 18, 2000
      -----------------------------             -------------------------



                               Page 4 of 4 Pages

<PAGE>

                                    EXHIBIT A

                         [FLOOR PLAN SHOWING THE PREMISES]


<PAGE>


                                   EXHIBIT A-1

                                   [SPACE PLAN]


<PAGE>

                                   EXHIBIT A-2

                            [SITE PLAN OF THE PROJECT]


<PAGE>

                                   EXHIBIT A-3

                           GOLD RIVER CORPORATE CENTER
                  11290 PYRITES WAY, RANCHO CORDOVA, CALIFORNIA
                   DEFINITION OF "CORE AND SHELL" CONSTRUCTION


     1. BUILDING. All areas of the premises and all common areas shall be
fully permitted by Landlord and in complete compliance with all local, state
and federal building codes and regulations including the Americans with
Disabilities Act necessary for occupancy as evidenced by the procurement of a
Certificate of Occupancy. All areas within the Premises shall be broom clean
and all systems serving and/or within the Premises shall be in good working
order prior to the installation of Tenant's improvements.

     2. FOUNDATION AND STEEL FRAME. The foundation and steel brace frame are
typical for a building of this size and character and have been designed in
accordance with the soil and geological conditions of the site. The steel
frame of the building has been professionally engineered consistent with all
current codes, regulations and engineering practices. The concrete floors of
the Premises are finished in accordance with the plans and specifications for
the building supplied to Tenant to-date. Slab will need to be tested for
moisture content prior to installation of flooring material. Depending on the
specific flooring manufacturer's requirement for moisture content, the slab
may have to be treated. The floor area of the premises are designed to
accommodate a combined weight load of 80 lbs. per square foot on the second
floor and 250 lb. per square foot on the ground floor. The building has been
designed to accommodate a typical finished ceiling height of 9' above the
finished concrete floor.

     3. WINDOW BLINDS. Landlord will require an interior window blind system
installed at all exterior windows which shall conform to the specified
standard for the building. Window blinds are not included in the Building
shell definition.

     4. PERIMETER WALLS. The interior side of all perimeter exterior walls
shall be unframed and uninsulated, in an "AS IS" condition. All columns and
intermediate locations throughout the perimeter of the building and including
all intermediate columns within the Premises shall NOT be improved.

     5. BUILDING CORE. Vertical shaft space shall be provided and identified,
for the use of Tenant within the core to accommodate riser requirements for
Tenant's private telephone, electrical, data and CTV systems. Existing risers
consist of one (1) 4" diameter telephone and two (2) 1 1/2" diameter CTV
conduits have been stubbed from the property line into the first and second
floor electrical rooms.

     Typical floor passenger elevator lobbies shall have building standard
flooring including tile in the ground floor lobby and walls taped, sanded,
textured and painted. Tenant shall receive a credit for building standard
carpet on the second floor lobby. Elevator lobbies also include fire rated
doors and smoke detectors, (strobe lighting if required) and general lighting
as required by code and otherwise designed and constructed to comply with
1994 Uniform Building Code and Uniform Fire Code. Utility room walls are fire
taped and have VCT or concrete floors. The underside of the roof deck is not
insulated.

     SEE ATTACHED SHEET "GOLD RIVER FINISH SCALE"

     All core walls facing Tenant areas shall be framed and ready to accept
drywall. The building core of the Premises includes 7' height solid core
birch wood veneer or metal doors, frames and hardware. Doors, frames and
hardware are provided to all stairwells, toilet rooms and service lobbies
(all doors which open to the exterior of the building core). All other doors
are hollow metal or as designed.

     Vertical stairwell exit shafts shall be constructed as required by
building code and inner wall surfaces are to be finished and painted. The
stairs will include some type of epoxy coated treads. In addition, all
stairwells will include necessary fire and life safety lighting, signage and
other required items per applicable building code. SEE ATTACHED SHEET "GOLD
RIVER FINISH SCALE"

                               Page 1 of 4 Pages

<PAGE>


TOILET ROOMS

     Landlord shall provide women's and men's toilet rooms in compliance with
all code requirements and recommendations for size and quantity including the
Americans with Disabilities Act and consistent with details of design and
finish developed by Landlord's architect finished in accordance with the
plans and specifications for the building supplied to Tenant to-date. Men's
and women's toilet room facilities are located on each floor of the building
as follows.

(a)      First Floor - Men

                           Three (3) urinals
                           Two (2) standard water closet stalls
                           One (1) handicap accessible water closet stall
                           One (1) handicap accessible shower
                           Four (4) lavatories (all handicap accessible)

(b)      First Floor - Women

                           Five (5) standard water closet stalls
                           One (1) handicap water closet stall
                           One (1) handicap accessible shower
                           Four (4) lavatories (all handicap accessible)

(c)      Second Floor - Men

                           Three (3) urinals
                           Two (2) standard water closet stalls
                           One (1) handicap accessible water closet stall
                           Four (4) lavatories (all handicap accessible)

(d)      Second Floor - Women

                           Five (5) water closet stalls
                           One (1) handicap water closet stall
                           Four (4) lavatories (all handicap accessible)

     Fixture count has been sized for an overall office employee building of
670 based on the 1994 Uniform Plumbing Code. Each restroom shall have proper
ventilation via the buildings HVAC system.) SEE ATTACHED SHEET " GOLD RIVER
FINISH SCALE"

     6. HVAC SYSTEM. Landlord shall provide and operate a first class quality
heating, ventilating and air conditioning system with service available on a
year round basis in all occupied areas of the building. Fan rooms shall be
located on each floor of the building, permitting Tenant to utilize after
hours HVAC service on a floor by floor basis. All HVAC units shall be
equipped with after hours (DDC) control and monitoring equipment. DESCRIPTION
IS ATTACHED

     The building is designed for a water source heat pump system to heat and
cool the occupied space. Individual zones will be served by horizontally
mounted heat pump units located in the ceiling space. Since these units vary
in size from 6.7 MBH cooling output to 120 MBH, the tenant improvement design
has a high degree of flexibility in zone sizing.

     The horizontal heat pumps are served by a condenser water loop connected
to a 250 ton cooling tower and an 1825 MBH input hot water boiler located in
the mechanical enclosure, with two (2) 15 HP pumps supplying the

                               Page 2 of 4 Pages

<PAGE>


loop. These variable speed pumps supply condenser water to the heat pumps as
called for by the direct digital control system.

     Ventilation air is supplied through a variable speed pressurized duct
system with roof mounted fans.

     Landlord will provide the condenser water loop, cooling tower, boiler
and pumps, as a shell specification. Horizontal mounted heat pump units,
after hours control devices and connection to water loop and duct system will
be part of tenant improvement work.

     The entire system is designed for the utmost in flexibility, allowing
zones as small as 1000 square feet and a very high degree of energy
efficiency.

     The main HVAC systems and main dumps to each floor are to be a Landlord
cost. Tenant will pay as part of Tenant's TI's for distribution to and
through the Tenant's space. Landlord is responsible for distribution to all
common areas on the second floor (i.e. restrooms, lobbies, etc...Landlord to
provide to Tenant as an attachment to this lease the plans and specifications
for the HVAC system.

     Tenant, upon obtaining Landlord's consent which shall not be
unreasonably withheld or delayed, shall have rights to place additional HVAC
equipment on the roof to service Tenant's personal HVAC systems for Tenant's
computer room, Q/A lab and "net-op" center. Tenant shall be responsible for
the cost of installing said equipment along with maintaining the roof where
affected and for removing said equipment and restoring the roof at the
expiration of the lease term.

     Tenant shall have the right, at Tenant's sole cost and expense, to
install a backup generator complete with pad and conduit to the building as
part of Tenant's tenant improvements.

     7. LIGHTING SYSTEM. Common areas, mechanical, electrical rooms are
lighted as specified and installed by Landlord, in accordance with the
Working Drawings for the Premises.

     8. ELECTRICAL AND POWER SYSTEMS. The main power service to the building
is as follows.

2500 amp, 277/480 volt,  3-phase,  4 wire,  single meter with main circuit
breaker and GFP protection.  Two (2) 200 amp, 277/480 volt panels, and one
(1) 200 amp 120/208 volt panel.  Two (2) 40 HP elevators.

Connected Loads:
<TABLE>
<S>                                          <C>              <C>
         Mechanical Equipment                175kVA
         Elevators                            86kVA
         Lighting                             42kVA
         MISCELLANEOUS                        12kVA
         ------------------------------------------
         TOTAL                               315kVA            =        380 amps
</TABLE>

     Exit signs and lights are a battery backed up.

     Tenant shall, at Tenant's sole cost and expense, have the right to bring
electrical current to Tenant's signs on the exterior of the building in order
to have the signs "back-lit" at night.

     9. FIRE AND LIFE SAFETY SYSTEMS. Base building fire and life safety
systems meet all local codes and regulations and all requirements of Title 24
and the Americans with Disabilities Act and is capable of being extended
beyond the core to the Premises with adequate capacity to accommodate
standard tenant improvements.

     The shell and core building improvements include a fire sprinkler
system, main loop (including "up T's and heads) and branch distribution
piping, including mains. All laterals (down) drops and heads as required by
local code and Tenant's final layout is NOT INCLUDED in the shell. Fire
sprinkler system completed in core and stairwells as required by the 1994
Uniform Fire Code and the Sacramento County Fire Authority.

                               Page 3 of 4 Pages

<PAGE>


     10. SECURITY SYSTEMS. The building shall have a fully operable security
system with card readers at stairwell, selected interior doors and all
selected perimeter door monitoring and alarm annunciation.

     11. ELEVATORS. Two (2) hydraulic elevators each with a 2,500 lb.
capacity are complete and operating, complete with chrome doors. Elevators
are manufactured by Dover and have an approximate speed of 125 feet per
minute under full loading.

     All elevator cabs are in compliance with the Americans with Disabilities
Act. (Please see attached plans and specifications.)

     12. PARKING. The parking area shall be fully illuminated and shall be
operated fully illuminated after dark.

     13. Communications:

         Utilities to  the building are being serviced by:

         Electric,                S.M.U.D.
         Water                    Sacramento County Water District
         Natural Gas              P.G. & E.
         Storm Sewer              Sacramento County
         Sanitary Sewer           Sacramento County
         Cable TV                 Comcast Cable
         Fiber Optics             Pacific Bell and MCI Worldcom have both
                                  indicated interest in servicing the building.

                  Electrical and telephone rooms: please reference plan pages
         that identify the location, size and finishes and full specifications
         of the Landlord supplied electrical and telephone rooms on the second
         floor.

                  Windows: double paned windows. SEE ATTACHED SPECS


                               Page 4 of 4 Pages

<PAGE>

                                    EXHIBIT B

                              WORK LETTER AGREEMENT


Ladies and Gentlemen,

     You (hereinafter called "Tenant") and we (hereinafter called "Landlord")
are executing simultaneously with this Work Letter Agreement (the
"Agreement"), a written Office Lease (the "Lease") covering those certain
premises more particularly described in Exhibit "A" to the Lease (the
"Premises") in the building addressed at 11290 Pyrites Way, Rancho Cordova,
California 95670.

     To induce Tenant to enter into the Lease (which is hereby incorporated
by reference to the extent that the provisions of this Agreement may apply
thereto) and in consideration of the mutual covenants hereinafter contained,
Landlord and Tenant mutually agree as follows:

     1. REPRESENTATIVES. Landlord hereby appoints Kevin Ramos as Landlord's
representative to act for Landlord in all matters covered by this Agreement.
Tenant hereby appoints John Cadigan as Tenant's representative to act for
Tenant in all matters covered by this Agreement. All inquiries, requests,
instructions, authorizations and other communications with respect to the
matters covered by this Agreement shall be related to Landlord's
representative or Tenant's representative, as the case may be. Tenant will
not make any inquiries of or request to, and will not give any instructions
or authorizations to, any other employee or agent of Landlord, including
Landlord's architects, engineers, and contractors or any of their agents or
employees, with regard to matters covered by this Agreement. Either Landlord
or Tenant may change its representative at any time by written notice to the
other.

     2. TENANT'S SPACE PLAN; THE WORK.

          (a) Tenant desires Landlord to perform certain leasehold
improvement work in the Premises in substantial accordance with the plan or
plans (collectively, the "Tenant Space Plan") prepared by Comstock Johnson
dated September 8, 2000, a copy or copies of which is attached to the Lease
as Exhibit A-1. Such work, as shown in the Tenant Space Plan and as more
fully detailed in the Working Drawings (as defined and described in Paragraph
3 below), shall be hereinafter referred to as the "Work". Not later than
September 15, 2000, Tenant shall furnish to Landlord such additional plans,
drawings, specifications and finish details as Landlord may reasonably
request to enable Landlord's architects and engineers to prepare mechanical,
electrical and plumbing plans and to prepare the Working Drawings, including
a final telephone layout and special electrical connection requirements, if
any. All plans, drawings, specifications and other details describing the
Work which have been or are hereafter furnished by or on behalf of Tenant
shall be subject to Landlord's approval, which Landlord agrees shall not be
unreasonably withheld. Landlord shall not be deemed to have acted
unreasonably if it withholds its approval of any plans, specifications,
drawings or other details or of any Additional Work (as defined in Paragraph
8 below) because, in Landlord's reasonable opinion, the work, as described in
any such item, or the Additional Work, as the case may be: (a) is likely to
adversely affect Building systems, the structure of the Building or the
safety of the Building and/or its occupants; (b) might impair Landlord's
ability to furnish services to Tenant or other tenants in the Building; (c)
would increase the cost of operating the Building; (d) would violate any
governmental laws, rules or ordinances (or interpretations thereof); (e)
contains or uses hazardous or toxic materials or substances; (f) would
adversely affect the appearance of the Building; (g) might adversely affect
another tenant's premises; (h) is prohibited by any ground lease affecting
the Building or any mortgage, trust deed or other instrument encumbering the
Building; or (i) is likely to be substantially delayed because of
unavailability or shortage of labor or materials necessary to perform such
work or the difficulties or unusual nature of such work. The foregoing
reasons, however, shall not be the only reasons for which Landlord may
withhold its approval, whether or not such other reasons are similar or
dissimilar to the foregoing. Neither the approval by Landlord of the Work or
Tenant Space Plan or any other plans, drawings, specifications or other items
associated with the Work nor Landlord's performance, supervision or
monitoring of the Work shall constitute any warranty by Landlord to Tenant of
the adequacy of the design for Tenant's intended use of the Premises.
Landlord shall be entitled to a payment of 5% of the cost

                               Page 1 of 5 Pages

<PAGE>

associated with the completion of Tenant's buildout, which cost shall include
architectural and engineering and similar fees and all costs associated with
the construction of the space as charged by the general contractor selected
to perform the Work. This payment is for the coordination and day to day
supervision performed by Landlord's staff in completing Tenant's buildout.
This payment shall be paid out of the "Allowance" (as defined herein).

     3. WORKING DRAWINGS. If necessary for the performance of the Work and
not included as part of the Tenant Space Plan, Landlord shall prepare or
cause to be prepared final working drawings and specifications for the Work
(the "Working Drawings") based on and consistent with the Tenant Space Plan
and the other plans, drawings, specifications, finish details and other
information furnished by Tenant to Landlord and approved by Landlord pursuant
to Paragraph 3 above. So long as the Working Drawings are consistent with the
Tenant Space Plan, Tenant shall approve the Working Drawings within three (3)
days after receipt of same from Landlord by initialing and returning to
Landlord each sheet of the Working Drawings or by executing Landlord's
approval form then in use, whichever method of approval Landlord may
designate.

     4. PERFORMANCE OF THE WORK; ALLOWANCE. Landlord shall cause the Work to
be performed using building standard materials, quantities and procedures
then in use by Landlord ("Building Standards"), except as may be stated or
shown otherwise in the Working Drawings. Landlord shall pay for a portion of
the cost of Work in an amount not to exceed Twenty Five Dollars ($25) per
square foot of the Useable Area of the Premises which is to be improved, as
described in the Working Drawings) (the "Allowance"), and Tenant shall pay
for the entire cost of the Work in excess of the Allowance. Tenant shall not
be entitled to any credit, abatement or payment from Landlord in the event
that the amount of the Allowance specified above exceeds the cost of the
Work. For purposes of this Agreement, the cost of the Work shall mean and
include any and all costs and expenses of the Work, including, without
limitation, the cost of the Working Drawings and of all labor (including
overtime) and materials constituting the Work.

     5. AUTHORIZATION TO PROCEED. Landlord may proceed with the Work at any
time after the execution of this Agreement and the completion of the Working
Drawings, if applicable; provided, however, that Landlord, at it option, may
request Tenant to execute and deliver to Landlord a separate written
authorization (in the form then in use by Landlord) to proceed with the Work,
in which event Tenant shall execute and deliver such written authorization
within three (3) days after Landlord's request therefor, and, at Landlord's
option, no Work shall be commenced until Tenant has executed and delivered to
Landlord such authorization.

     6. COMPLETION AND RENTAL COMMENCEMENT DATE. Each of the following shall
be deemed a "Tenant Delay" for the purposes of establishing the Commencement
Date:

               (i)   the failure of Tenant to furnish all or any plans,
drawings, specifications, finish details or the other information required
under Paragraph 3 above on or before the date stated in Paragraph 3;

               (ii)  the failure of Tenant to grant approval of the Working
Drawings within the time required under Paragraph 3 above;

               (iii) the failure of Tenant to comply with the requirements of
Paragraph 5 above;

               (iv)  the performance of any Additional Work (as defined in
Paragraph 8 below) requested by Tenant or the performance of any work in the
Premises by any person, firm or corporation employed by or on behalf of
Tenant, or any failure to complete or delay in completion of such work; or

               (v)   any other act or omission of Tenant that causes a delay.

     In the event that Landlord reasonably believes that a Tenant Delay has
occurred which will result in the Commencement Date occurring more than six
(6) months after the Estimated Delivery Date, then Landlord shall have the
right, in addition to any other remedy provided for in the Lease, to
terminate the Lease upon written notice to Tenant and thereafter both parties
shall be relieved of all obligations under the Lease thereafter accruing.

                               Page 2 of 5 Pages

<PAGE>


     7. PUNCHLIST PROCEDURE. Upon Substantial Completion of the Leasehold
Improvements, the Landlord and Tenant shall inspect the Premises and jointly
prepare a punchlist of agreed upon items of construction remaining to be
completed by Landlord. The parties hereby agree that during the first
forty-five (45) days of Tenant's possession of the Premises, upon Tenant's
request, the parties shall reinspect the Premises and jointly agree upon
items to be added to the punch list. Landlord shall complete the items
(except any long-lead items) set forth in the punchlist within thirty (30)
days after such items have been set forth on the punchlist.

     8. ADDITIONAL WORK. Upon Tenant's request and submission by Tenant (at
Tenant's sole cost and expense) of the necessary information and/or plans and
specifications for work other than the Work described in the Working
Drawings, including without limitation, any change orders (the "Additional
Work") and the approval by Landlord of such Additional Work, which approval
Landlord agrees shall not be unreasonably withheld, Landlord shall perform
such Additional Work, at Tenant's sole cost and expense, subject, however, to
the following provisions of this Paragraph 8. Prior to commencing any
Additional Work requested by Tenant, Landlord shall submit to Tenant a
written statement of the cost of such Additional Work, which cost shall
include a fee payable to Landlord in the amount of five percent (5%) of the
total cost of such Additional Work as compensation to Landlord for monitoring
the Additional Work and for administration, overhead and field supervision
associated with the Additional Work (such fee being hereinafter referred to
collectively as "Landlord's Additional Compensation"), and, concurrently with
such statement of cost, Landlord shall also submit to Tenant a proposed
tenant extra order (the "TEO") for the Additional Work in the standard form
then in use by Landlord. Tenant shall execute and deliver to Landlord such
TEO and shall pay to Landlord the entire cost of the Additional Work,
including Landlord's Additional Compensation (as reflected in Landlord's
statement of such cost), within five (5) days after Landlord's submission of
such statement and TEO to Tenant. If Tenant fails to execute or deliver such
TEO or pay the entire cost of such Additional Work within such 5-day period,
then Landlord shall not be obligated to do any of the Additional Work and may
proceed to do only the Work, as specified in the Working Drawings.

     9. TENANT ACCESS. Landlord shall grant to Tenant a license to have
access to the Premises during the fifteen (15) days prior to the date
designated in the Lease for the commencement of the term of the Lease to
allow Tenant to do other work required by Tenant to make the Premises ready
for Tenant's use and occupancy (the "Tenant's Pre-Occupancy Work"). It shall
be a condition to the grant by Landlord and continued effectiveness of such
license that:

          (a) Tenant shall give to Landlord a written request to have such
access to the Premises not less than five (5) days prior to the date on which
such access will commence, which written request shall contain or shall be
accompanied by each of the following items, all in form and substance
reasonably acceptable to Landlord: (i) a detailed description of and schedule
for Tenant's Pre-Occupancy Work; (ii) the names and addresses of all
contractors, subcontractors and material suppliers and all other
representatives of Tenant who or which will be entering the Premises on
behalf of Tenant to perform Tenant's Pre-Occupancy Work or will be supplying
materials for such work, and the approximate number of individuals, itemized
by trade, who will be present in the Premises; (iii) copies of all contracts,
subcontracts and material purchase orders pertaining to Tenant's
Pre-Occupancy Work; (iv) copies of all plans and specifications pertaining to
Tenant's Pre-Occupancy Work; (v) copies of all licenses and permits required
in connection with the performance of Tenant's Pre-Occupancy Work; (vi)
certificates of insurance (in amounts satisfactory to Landlord and with the
parties identified in, or required by, the Lease named as additional
insureds) and instruments of indemnification against all claims, costs,
expenses, damages and liabilities which may arise in connection with Tenant's
Pre-Occupancy Work; and (vii) assurances of the ability of Tenant to pay for
all of Tenant's Pre-Occupancy Work and/or a letter of credit or other
security deemed appropriate by Landlord securing Tenant's lien-free
completion of Tenant's Pre-Occupancy Work.

          (b) Such pre-term access by Tenant and its representatives shall be
subject to scheduling by Landlord.

          (c) Tenant's employees, agents, contractors, workmen, mechanics,
suppliers and invitees shall work in harmony and not interfere with Landlord
or Landlord's agents in performing the Work and any Additional Work in the
Premises, Landlord's work in other premises and in common areas of the
Building, or the general operation of the Building. If at any time any such
person representing Tenant shall cause or threaten to

                               Page 3 of 5 Pages

<PAGE>


cause such disharmony or interference, including labor disharmony, and Tenant
fails to immediately institute and maintain such corrective actions as
directed by Landlord, then Landlord may withdraw such license upon
twenty-four (24) hours' prior written notice to Tenant.

          (d) Any such entry into and occupancy of the Premises by Tenant or
any person or entity working for or on behalf of Tenant shall be deemed to be
subject to all of the terms, covenants, conditions and provisions of the
Lease, excluding only the covenant to pay Rent. Landlord shall not be liable
for any injury, loss or damage which may occur to any of Tenant's
Pre-Occupancy Work made in or about the Premises or to property placed
therein prior to the commencement of the term of the Lease, the same being at
Tenant's sole risk and liability. Tenant shall be liable to Landlord for any
damage to the Premises or to any portion of the Work or Additional Work
caused by Tenant or any of Tenant's employees, agents, contractors, workmen
or suppliers. In the event that the performance of Tenant's Pre-Occupancy
Work causes extra costs to Landlord or requires the use of elevators during
hours other than 7:00 a.m. to 6:00 p.m. on Monday through Friday (excluding
holidays) or of other Building services, Tenant shall reimburse Landlord for
such extra cost, and/or shall pay Landlord for such elevator service or other
Building services at Landlord's standard rates then in effect.

     10. NO ROOF ACCESS. Tenant agrees that neither this Agreement nor the
Lease grants Tenant any right of access to the roof of the Building. Should
Landlord, in connection with this Agreement or the Lease, agree to mount
equipment of any nature on the Building roof, such equipment shall, at
Landlord's option, either be maintained and installed by Landlord, or
maintained and installed under Landlord's direction, unless this Agreement
expressly provides otherwise, all at Tenant's expense. Should this Agreement
or the Lease permit Tenant to install any equipment on the roof, any
modifications to the roof or the roof's structure to accommodate that
equipment shall be made at Tenant's sole cost and expense.

     11. EXCESSIVE LOADS. Tenant agrees that should the nature of its layout
or any of its equipment, fixtures or furnishings to be placed in the Premises
place a burden in excess of the Building's designed load, Tenant agrees to
pay Landlord the cost of any modifications to the Building necessary to
accommodate Tenant's furniture, furnishings or layout, as well as any design,
engineering or other professional fees incurred by Landlord in connection
with such modifications.

     12. LEASE PROVISIONS. Unless otherwise defined in this Agreement, the
capitalized terms used herein shall have the meaning assigned to them in the
Lease. The terms and provisions of the Lease, insofar as they are applicable
to this Agreement are hereby incorporated herein by reference. All amounts
payable by Tenant to Landlord hereunder shall be deemed to be additional Rent
under the Lease and, upon any default in the payment of same, Landlord shall
have all of the rights and remedies provided for in the Lease.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

                               Page 4 of 5 Pages

<PAGE>


     13. ALTERATIONS. Any alterations or improvements desired by Tenant after
Landlord's delivery of the Premises shall be subject to the provisions of
Paragraph 13 (entitled "Alterations and Additions") of the Lease.

     If the foregoing correctly sets forth our understanding, please sign
this Agreement where indicated below.

LANDLORD:                                  TENANT:

OATES/ALLEGHENY VENTURE I, LLC,            INSWEB CORPORATION,
A CALIFORNIA LIMITED LIABILITY COMPANY     A DELAWARE CORPORATION


BY:  /s/ Marvin L. Oates                   BY: /s/ Mark P. Guthrie
    ------------------------------            --------------------------
     MARVIN L. OATES                          MARK P. GUTHRIE
     MANAGER                                  PRESIDENT

DATE: SEPTEMBER 19, 2000                   DATE: SEPTEMBER 18, 2000


                               Page 5 of 5 Pages

<PAGE>
                                    EXHIBIT C

                              RULES AND REGULATIONS


     1. No sign, placard, advertisement, name or notice shall be installed or
displayed on any part of the outside or inside of the building without the
prior written consent of Landlord. Landlord shall have the right to remove,
at Tenant's expense and without notice, any sign installed or displayed in
violation of this rule. All approved signs or lettering on doors and walls
shall be printed, painted, affixed, or inscribed at the expense of Tenant by
a licensed and insured sign company approved by Landlord.

     2. If Landlord objects in writing to any curtains, blinds, shades,
screens or hanging plants or other similar objects attached to or used in
connection with any window or door of the Premises, Tenant shall immediately
discontinue such use. No awning shall be permitted on any part of the
Premises. Tenant shall not place anything against or near glass partitions or
doors or windows that may appear unsightly from outside of the Premises.

     3. Tenant shall not obstruct any sidewalks, halls, passages, exits,
entrances, elevators or stairways of the Building. The halls, passages,
exits, entrances, elevators and stairways are not for the general public, and
Landlord shall in all cases retain the right to control and prevent access
thereto of all persons whose presence in the judgment of Landlord would be
prejudicial to the safety, character, reputation and interests of the
Building and its tenants; provided that nothing herein contained shall be
construed to prevent such access to persons with whom any tenant normally
deals in the ordinary course of its business, unless such persons are engaged
in illegal activities. No tenant and no employee or invitee of any tenant
shall go upon the roof of the Building.

     4. Landlord will provide a central directory for the Building. Each
tenant's name and suite number shall be printed on an equally sized strip in
the directory. The directory of the Building will be provided exclusively for
the display of the name and location of tenants only, and Landlord reserves
the right to exclude any other names therefrom.

     5. All cleaning and janitorial services for the Building and the
Premises shall be provided exclusively through Landlord, except with the
written consent of Landlord, no person or persons other than those approved
by Landlord shall be employed by Tenant or permitted to enter the Building
for the purpose of cleaning the same. Tenant shall not cause any unnecessary
labor by carelessness or indifference to the good order and cleanliness of
the Premises. Landlord shall not in any way be responsible to any Tenant for
any loss of property on the Premises, however occurring or for any damage to
any tenant's property by the janitor or any other employee or any other
person.

     6. Landlord will furnish Tenant, free of charge, with two keys to each
door lock in the Premises. Landlord may make a reasonable charge for any
additional keys. Tenant shall not make or have made additional keys, and
Tenant shall not alter any lock or install a new additional lock or bolt on
any door of its Premises. Tenant, upon the termination of its tenancy, shall
deliver to Landlord the keys of all doors which have been furnished to
Tenant, and in the event of loss of any keys so furnished, shall pay Landlord
therefor.

     7. Landlord will furnish Tenant, free of charge, with four card reader
access cards per thousand usable feet leased. Additional or replacement cards
may be purchased from the Landlord for $10.00 per card. Tenant shall provide
Landlord with the name of each employee issued an access card prior to
delivery of the card. Tenant shall notify Landlord immediately of any lost or
stolen access card so that the access privileges to that card may be deleted
from the system. Tenant shall return to Landlord all access cards upon the
earlier of the termination of the Lease or vacating the Premises.

     8. If Tenant requires telegraphic, telephonic, burglar alarm, antenna,
satellite dish or similar services, it shall first obtain, and comply with,
Landlord's instructions in their installation. Tenant shall supply Landlord
with specifications and drawings of the item to be installed and the manner
in which it will be installed and any other

                               Page 1 of 4 Pages

<PAGE>


documentation Landlord may require. Landlord reserves the right to prohibit
the installation of any such item at Landlord's sole discretion.

     9.  Tenant shall not place a load upon any floor of the Premises which
exceeds the load per square foot which such floor was designed to carry and
which is allowed by law. Landlord shall have the right to prescribe the
weight, size and position of all equipment, materials, furniture and other
property brought into the Building. Heavy objects shall, if considered
necessary by Landlord, stand on such platforms as determined by Landlord to
be necessary to properly distribute the weight. Business machines and
mechanical equipment belonging to Tenant, which cause noise or vibration that
may be transmitted to the structure of the Building or to any space therein
to such a degree as to be objectionable to Landlord or to any tenants in the
Building, shall be placed and maintained by Tenant, at Tenant's expense, on
vibration eliminators or other devices sufficient to eliminate noise or
vibration. The persons employed to move such equipment in or out of the
Building must be acceptable to Landlord. Landlord will not be responsible for
loss of, or damage to, any such equipment or other property from any cause,
and all damage done to the Building by maintaining or moving such equipment
or other property shall be repaired at the expense of Tenant.

     10. Tenant shall not use or keep in the Premises any kerosene, gasoline
or inflammable or combustible fluid or materials other than those limited
quantities necessary for the operations or maintenance of office equipment.
Tenant shall not use or permit to be used in the Premises any foul or noxious
gas or substance, or permit or allow the Premises to be occupied or used in a
manner offensive or objectionable to Landlord or other occupants of the
Building by reason of noise, odors, vibrations, nor shall Tenant bring into
or keep on or about the Premises any birds or animals.

     11. Tenant shall not use any method of heating or air-conditioning other
than supplied by Landlord. Heating and air conditioning shall be supplied by
Landlord between 7:00 AM and 6:00 PM Monday through Friday and 8:00 AM
through 1:00 PM on Saturday, holidays excluded. Tenant may override the HVAC
system for additional heating and cooling outside of the established hours.
This usage is electronically monitored and will be billed to the tenant at a
reasonable cost.

     12. Tenant shall not waste electricity, water or air-conditioning and
agrees to cooperate fully with Landlord to assure the most effective
operation of the Building's heating and air-conditioning and to comply with
any governmental energy-saving rules, laws or regulations of which Tenant has
actual notice, and shall refrain from attempting to adjust controls other
than room thermostats installed for Tenant's use. Tenant shall keep corridor
and exterior doors closed and shall close window coverings at the end of each
business day.

     13. Landlord reserves the right, exercisable without notices and without
liability to Tenant, to change the name and street address of the Building.

     14. Landlord reserves the right to exclude from the Building between the
hours of 6:00 p.m. and 7:00 am the following day, or such other hours as may
be established from time to time by Landlord, and on Sundays and legal
holidays, any person unless that person is known to the person or employee in
charge of the Building and has a pass or is properly identified. Tenant shall
be responsible for all persons for whom it requests passes and shall be
liable to Landlord for all acts of such persons. Landlord shall not be liable
for damages for any error with regard to the admission to or exclusion from
the Building of any person. Landlord reserves the right to prevent access to
the Building in case of invasion, mob, riot, public excitement or other
commotion by closing the floors or by other appropriate action.

     15. Tenant shall close and lock the doors of the Premises and entirely
shut off all water facets or other water apparatus, the electricity, gas or
air outlets before Tenant and its employees leave the Premises. Tenant shall
be responsible for any damage or injuries sustained by other tenants or
occupants of the Building or by Landlord for non-compliance with this rule.

     16. The toilet rooms, toilets, urinals, wash bowls and other apparatus
shall not be used for any purpose other than that for which they were
constructed and no foreign substance of any kind whatsoever shall be

                               Page 2 of 4 Pages

<PAGE>

thrown therein. The expense of any breakage, stoppage or damage resulting
from the violation of this rule shall be borne by the tenant who, or whose
employees or invitees shall have caused it.

     17. Tenant shall not sell, or permit the sale at retail, of newspaper,
magazines, periodicals, theater tickets or any other goods or merchandise to
the general public in or on the Premises. Tenant shall not make any
room-to-room solicitation of business from other tenants in the Building.
Tenant shall not use the Premises for any business or activity other than
that specifically provided for in Tenant's lease.

     18. Tenant shall not install any radio or television antenna,
loudspeaker or other devise on the roof or exterior walls of the Building.
Tenant shall not interfere with radio or television broadcasting or reception
from or in the Building or elsewhere.

     19. Landlord reserves the right to direct electricians as to where and
how telephone and telegraph wires are to be introduced to the Premises.
Tenant shall not cut or bore holes for wires. Tenant shall not affix any
floor covering to the floor of the Premises in any manner except as approved
by Landlord. Tenant shall repair any damage resulting from noncompliance with
this rule.

     20. Tenant shall not install, maintain or operate upon the Premises any
vending machine without written consent of Landlord.

     21. Canvassing, soliciting and distribution of handbills or any other
materials, and peddling in the Building, Project, and Parking Lots are
prohibited and each tenant shall cooperate to prevent it.

     22. Landlord reserves the right to exclude or expel from the Building
any person who, in the Landlord's judgment, is intoxicated or under the
influence of liquor or drugs or who is in violation of any of the Rules and
Regulations of the Building.

     23. Tenant shall store all its trash and garbage within the Premises.
Tenant shall not place in any trash box or receptacle any material that
cannot be disposed of in the ordinary and customary manner of trash and
garbage disposal. All garbage and refuse disposal shall be made in accordance
with directions issued from time to time by Landlord.

     24. The Premises shall not be used for storage of merchandise held for
sale to the general public, or for lodging or for manufacturing of any kind,
nor shall the Premises be used for any improper, immoral or objectionable
purpose. No cooking shall be done or permitted by any tenant on the Premises,
except that use by Tenant of Underwriter's Laboratory approved microwave
ovens and equipment or brewing coffee, tea, hot chocolate and similar
beverages shall be permitted, provided that such equipment and use in
accordance will all applicable federal, state, county and city laws, codes,
ordinances, rules and regulations.

     25. Tenant shall not use in any space or in the public halls of the
Building any hand trucks except those equipped with rubber tires and side
guards or such other materials handling equipment as Landlord any approve.
Tenant shall not bring any other vehicles of any kind into the Building.

     26. Without the written consent of Landlord, Tenant shall not use the
name of the Building in connection with or in promoting or advertising the
business of Tenant except as Tenant's address.

     27. Tenant shall comply with all safety, fire protection and evacuation
procedures and regulations established by Landlord or any governmental agency.

     28. Tenant assumes any and all responsibility for protecting its
Premises from theft, robbery and pilferage, which includes keeping doors
locked and other means of entry to the Premises closed.

     29. The requirements of tenant will be attended to only upon appropriate
application to the owner's designated representative by an authorized
individual. Employees of Landlord shall not perform any work or do

                               Page 3 of 4 Pages

<PAGE>

anything outside of their regular duties unless under special instructions
from Landlord, and no employee of Landlord will admit any person (Tenant or
otherwise) to any office without specific instructions from Landlord.

     30. Tenant shall not park its vehicles in any parking areas designated
by Landlord as areas for parking by visitors to the Building. Tenant shall
not park its vehicles in any parking space marked for short term parking for
longer than the designated time restriction. Tenant shall abide by any
parking program which the Landlord may from time to time institute. Except
while using the Premises, Tenant shall not leave vehicles in the Building
parking areas overnight nor park any vehicles in the Building parking areas
other than automobiles, motorcycles, motor driven or no-motor driven bicycles
or four-wheeled trucks.

     31. Landlord may waive any one or more of these Rules and Regulations
for the benefit of Tenant or any other Tenant, but no such waiver by Landlord
shall be construed as a waiver of such Rules & Regulations in favor of Tenant
or any other tenant, nor prevent Landlord from thereafter enforcing any such
Rules and Regulations against any or all of the tenants of the Building.

     32. These Rules and Regulations are in addition to, and shall not be
construed to or in any way modify or amend, in whole or in part, the terms,
covenants, agreements and conditions of any lease of premises in the Building.

     33. Landlord reserves the right to make such other and reasonable Rules
and Regulations as, in its judgment, may from time to time be needed for
safety and security, for care and cleanliness of the Building and for the
preservation of good order therein. Tenant agrees to abide by all such Rules
and Regulations herein stated and any additional rules and regulations which
are adopted.

     34. Tenant shall be responsible for the observances of all of the
foregoing rules by Tenant's employees, agents, clients, customers, invitees
and guests.

                               Page 4 of 4 Pages

<PAGE>

                                    EXHIBIT D

                            JANITORIAL SPECIFICATIONS
                             CONTRACT SPECIFICATIONS
                                11290 PYRITES WAY
                           RANCHO CORDOVA, CALIFORNIA


DAILY:

1.   Empty and clean all trash containers and dispose of all trash and rubbish.

2.   Clean and maintain in a sanitary and odor-free condition all floors, wash
     mirrors, basins, toilet bowls, and urinals.

3.   Furnish and replenish all toilet room supplies (including soap, towels,
     seat covers, toilet tissue, and sanitary napkins).

4.   Change light bulbs and tubes as necessary (owner to furnish and replenish).

5.   Sweep or dust-mop all hard surface floors, and carpet sweep all carpeted
     areas, including stairways and halls. (Offices with hard surface floors in
     a public lobby area shall be damp-mopped daily).

6.   Remove finger marks and smudges from all glass doors. 7. Specifically
     check, and if needed, then:

     >>   Dust the tops of all furniture, counters, cabinets, and windowsills,
          (which are free of interfering objects).

     >>   Remove spots and / or spills from the carpets, floors, and stairways.

     >>   Change all light bulbs (provided by owner) at or below a height of 9'.

As needed, but not less frequently than:

TWICE WEEKLY: Vacuum all carpets.

WEEKLY:

1.   Damp-mop all hard surface floors.

2. Dust all window blinds.

3.   Treat stainless steel fountains and sinks to eliminate stains and mineral
     deposits.

4. Spot clean the walls.

SEMI-ANNUALLY:

Wash exterior windows

ANNUALLY:

1.   Wash interior windows

2. Clean carpets.


                               Page 1 of 1 Pages

<PAGE>


                         FIRST AMENDMENT TO OFFICE LEASE

This First Amendment is made part of and incorporated into the Office Lease
("Lease") dated September 7,2000 between Oates/Allegheny Venture I, LLC and
InsWeb Corporation and shall be effective as of September 27, 2000.

In consideration of the agreements contained herein, and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the
parties hereto agree as follows:

The table in Section 42 of the Lease Addendum regarding the reduction on the
amount of the Letter of Credit shall be deleted and the following table inserted
in its stead:

<TABLE>
<CAPTION>
                              Amount of          Balance of
         December 1           Reduction        Letter of Credit
<S>                           <C>              <C>
                                               $1,625,000
            2001            ($162,500)         $1,462,500
            2002            ($146,250)         $1,316,250
            2003            ($131,625)         $1,184,625
            2004            ($118,463)         $1,066,163
            2005            ($106,616)           $959,546
            2006             ($95,955)           $863,592
            2007             ($86,359)           $777,232
            2008             ($77,723)           $699,509
            2009             ($69,951)           $629,558
            2010            ($629,558)                 $0
</TABLE>



Except as expressly modified by this First Amendment, the Lease remains
unchanged and in full force and effect.


Landlord:                                  Tenant:

OATES/ALLEGHENY VENTURE I, LLC,            INSWEB Corporation,
a California limited liability company     a Delaware corporation


By: /s/ Marvin L. Oates                    By: /s/ Mark P. Guthrie
   ------------------------------             -----------------------------
          Marvin L. Oates                          Mark P. Guthrie
              Manager                                President

Date:  September 29, 2000                  Date: September 28, 2000
     ----------------------------               ---------------------------