OFFICE LEASE AGREEMENT

     THIS OFFICE LEASE  AGREEMENT  (the  "Lease") is made and entered into as of
the 27th day of February,  2003,  by and between  CA-SHORELINE  TECHNOLOGY  PARK
LIMITED  PARTNERSHIP,  a Delaware  limited  partnership  ("Landlord")  and ACTEL
CORPORATION, a California corporation ("Tenant").

I.   Basic Lease Information.

     A.   "Building  2051"  shall mean the  building  located  at 2051  Stierlin
          Court,  Mountain  View,  California  and  commonly  known as Shoreline
          Technology  Park Building 8.  "Building  2061" shall mean the building
          located at 2061 Stierlin Court, Mountain View, California and commonly
          known  as  Shoreline   Technology  Park  Building  9.  "Building"  and
          "Buildings" shall each mean,  collectively,  the 2051 Building and the
          2061 Building.

     B.   "Rentable  Square  Footage of the  Buildings"  is deemed to be 158,352
          square feet.

     C.   "Premises"  shall mean the area shown on Exhibit A to this Lease.  The
          Premises are comprised of the Buildings.  The "Rentable Square Footage
          of the  Premises" is deemed to be 158,352  square feet.  All corridors
          and  restroom  facilities  located on any full floor of the  Buildings
          shall  be  considered  part  of  the  Premises.  Landlord  and  Tenant
          stipulate and agree that the Rentable  Square  Footage of the Building
          and the Rentable  Square Footage of the Premises are correct and shall
          not be remeasured.

     D.   "Base Rent":
<TABLE>
<CAPTION>

          ----------------------------- -------------------------- --------------------- ---------------------
                                               Annual Rate                Annual               Monthly
                      Period                  Per Square Foot            Base Rent             Base Rent
          ----------------------------- -------------------------- --------------------- ---------------------
<S>                <C>                             <C>                  <C>                    <C>
                   Months 1 - 15                   $14.76               $2,337,275.52          $194,772.96
          ----------------------------- -------------------------- --------------------- ---------------------
                  Months 16 - 27                   $15.20               $2,406,950.40          $200,579.20
          ----------------------------- -------------------------- --------------------- ---------------------
                  Months 28 - 39                   $15.66               $2,479,792.32          $206,649.36
          ----------------------------- -------------------------- --------------------- ---------------------
                  Months 40 - 51                   $16.13               $2,554,217.76          $212,851.48
          ----------------------------- -------------------------- --------------------- ---------------------
                  Months 52 - 63                   $16.61               $2,630,226.72          $219,185.56
          ----------------------------- -------------------------- --------------------- ---------------------
                  Months 64 - 75                   $17.11               $2,709,402.72          $225,783.56
          ----------------------------- -------------------------- --------------------- ---------------------
                  Months 76 - 87                   $17.62               $2,790,162.24          $232,513.52
          ----------------------------- -------------------------- --------------------- ---------------------
                  Months 88 - 99                   $18.15               $2,874,088.80          $239,507.40
          ----------------------------- -------------------------- --------------------- ---------------------
                  Months 100 - 111                 $18.69               $2,959,598.88          $246,633.24
          ----------------------------- -------------------------- --------------------- ---------------------
                  Months 112 - 123                 $19.25               $3,048,276.00          $254,023.00
          ----------------------------- -------------------------- --------------------- ---------------------
</TABLE>


     E.   "Tenant's  Pro Rata Share":  that amount  expressed  by a  percentage,
          equal to the number of square feet included in the Premises divided by
          the number of square  feet in the  Building  (i.e.,  as of the date of
          this Lease, 100.00%).

          "Tenant's  Monthly  Expense  and Tax  Payment":  $61,757.28,  which is
          Tenant's Pro Rata Share of the monthly estimated  Expenses and monthly
          estimated Taxes (as more fully described in, and subject to adjustment
          as described in, Article IV below).

     F.   "Term": A period of 123 months. The Term shall commence on November 1,
          2003  (the  "Commencement  Date")  and,  unless  terminated  early  in
          accordance with this Lease, end on January 31, 2014 (the  "Termination
          Date").  Notwithstanding the foregoing, the Commencement Date shall be
          extended beyond November 1, 2003 only as a result of an event of Force
          Majeure which results in an actual delay of Substantial  Completion of
          the Initial Alterations beyond September 1, 2003 and/or for any actual
          delay in  Substantial  Completion  of the Initial  Alterations  beyond
          September 1, 2003 which delay results directly from an act or omission
          by Landlord;  provided, however, that Tenant shall provide to Landlord
          prior  written  notice of such delay at the time it occurs  (but in no
          event later than 2 Business Days  thereafter)  and Landlord shall have
          one  Business  Day after its receipt of  Tenant's  notice to cure such
          delay prior to the extension of the Commencement  Date beyond November
          1, 2003.  Promptly after the  Commencement  Date,  Landlord and Tenant
          shall enter into a commencement  letter agreement in the form attached
          as Exhibit C.

     G.   Tenant allowances: Up to $8,687,190.72 and $20,140.00, as each is more
          fully described in the Work Letter attached hereto as Exhibit D.

     H.   "Security Deposit": The sum of $500,000.00, in the form of a letter of
          credit, as more fully described in Article VI of this Lease.

     I.   Intentionally Omitted.

     J.   "Broker":  Collectively,  C.B.  Richard Ellis  Corporate  Services (as
          Tenant's broker) and Cornish & Carey (as Landlord's broker).

     K.   "Permitted  Use":  General office,  semiconductor  development,  light
          manufacturing,  research and  development  and,  subject to Landlord's
          prior  written  approval,  which  approval  shall not be  unreasonably
          withheld, all other legal uses.

     L.   "Notice Addresses":

          Tenant:

          On and after the Commencement Date, notices shall be sent to Tenant at
          the Premises,  Attention:  Facilities Manager,  with a copy to General
          Counsel.

          With a copy to:


          Wilson Sonsini Goodrich & Rosati
          650 Page Mill Road
          Palo Alto, CA 94304
          Attention:  Chair of Real Estate Group


          If any additional person listed above fails to receive the copy of the
          notice of Tenant default,  the validity of the notice served on Tenant
          shall not be affected thereby.

          Prior to the Commencement Date, notices shall be sent to Tenant at the
          following address:

          Actel Corporation
          955 East Arques Avenue
          Sunnyvale, California 94086
          Attention:  Facilities Manager and General Counsel

          Landlord:                              With a copy to:

          CA-Shoreline Technology Park Limited   Equity Office
          Partnership                            Two North Riverside Plaza
          c/o Equity Office                      Suite 2100
          5104 Old Ironsides Drive, Suite 100    Chicago, Illinois 60606
          Santa Clara, California 95054          Attention: Regional Counsel
          Attention:  Property Manager             - San Jose Region

          If any additional person listed above fails to receive the copy of the
          notice of a Landlord breach of this Lease,  the validity of the notice
          served on Landlord shall not be affected thereby.

     M.   "Business Day(s)" are Monday through Friday of each week, exclusive of
          New Year's Day, Presidents' Day, Martin Luther King, Jr. Day, Memorial
          Day,  Independence Day, Labor Day,  Thanksgiving Day and Christmas Day
          ("Holidays").

     N.   "Landlord  Work" means the work that  Landlord is obligated to perform
          in the  Premises  pursuant to a separate  work letter  agreement  (the
          "Work Letter") attached as Exhibit D.

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

     P.   "Normal Business Hours" for the Building are 7:00 A.M. to 6:00 P.M. on
          Business Days.

     Q.   "Property" means the Buildings and the parcel(s) of land on which they
          are located  and,  at  Landlord's  discretion,  the  landscaping,  the
          parking  facilities and all other  improvements  owned by Landlord and
          serving the  Buildings  and the tenants  thereof and the  parcel(s) of
          land on which they are located.

     R.   "Project"  means  that  certain  office  project   commonly  known  as
          "Shoreline  Technology Park",  which currently  includes the buildings
          located at 2011 Stierlin Court  ("Shoreline  Technology  Park Building
          1"), 2021 Stierlin  Court  ("Shoreline  Technology  Park Building 2"),
          2023 Stierlin  Court  ("Shoreline  Technology  Park Building 3"), 2025
          Stierlin Court ("Shoreline Technology Park Building 5"), 2027 Stierlin
          Court  ("Shoreline  Technology  Park Building 6"), 2029 Stierlin Court
          ("Shoreline   Technology   Park  Building  7"),  2051  Stierlin  Court
          ("Shoreline   Technology   Park  Building  8"),  2061  Stierlin  Court
          ("Shoreline   Technology   Park  Building  9"),  2071  Stierlin  Court
          ("Shoreline   Technology  Park  Building  10"),  2081  Stierlin  Court
          ("Shoreline   Technology  Park  Building  11"),  2081  Stierlin  Court
          ("Shoreline  Technology Park Building 11.5"),  and 2091 Stierlin Court
          ("Shoreline  Technology  Park  Building  12"),  the  Property  and the
          Exterior Common Areas (defined below),  and, at Landlord's option, the
          parking  facilities  serving the Project,  all of which are located in
          Mountain View, California. Notwithstanding the foregoing, Landlord and
          Tenant agree that the  definition  of the Project may change from time
          to time if Landlord  elects to add or remove  buildings  or parcels of
          land  to or from  the  Project.  In  such  event,  the  definition  of
          "Project"  shall be deemed to be amended without any further action of
          the parties herein to reflect such addition or deletion of building(s)
          or parcels of land to or from the Project.  In the event that Landlord
          adds or removes  buildings  or parcels of land to or from the Project,
          such  modification of the Project shall not unreasonably and adversely
          (i)  interfere  with  Tenant's use of the  Premises,  or (ii) diminish
          Tenant's parking rights as provided in the Parking Agreement  attached
          hereto as Exhibit F.

     S.   "Exterior  Common  Areas" mean those  areas of the Project  and/or the
          Property  which are not  located  within  the  Buildings  or any other
          building and which are provided and maintained for the use and benefit
          of Landlord  and tenants of the  Building  (if any) and/or the Project
          generally  and the  employees,  invitees and licensees of Landlord and
          such  tenants,  including,  without  limitation,  any parking  garage,
          artificial  lakes,  walkways,  plaza,  roads,  driveways,   sidewalks,
          surface  parking and  landscapes,  if any, and any  recreation  areas,
          including,  but not  limited  to, that  certain  recreation  area (the
          "Recreational  Area")  which is  maintained  by  Landlord  in the area
          between Shoreline  Technology Park Building 3 and Shoreline Technology
          Park Building 5. As of the date of this Lease, the Recreational  Areas
          include the  following:  a tennis court,  basketball  court,  softball
          diamond,   barbecue  area  and  picnic  tables.   Notwithstanding  the
          foregoing to the contrary,  the tenants' right to use the Recreational
          Area  shall be  subject  to the  right of the  City of  Mountain  View
          ("City")  to  require,  pursuant  to  that  certain  Deferred  Parking
          Agreement by and between WRC Properties,  Inc. a Delaware  corporation
          and the City of  Mountain  View  dated as of June 1, 1989  (the  "City
          Parking Agreement"),  that a portion of the Recreational Area be paved
          and  used  for  parking  purposes  at a time to be  determined  at the
          discretion of the City.

     T.   "Initial  Alterations"  means the work that  Tenant  is  obligated  to
          perform  in the  Premises  pursuant  to the Work  Letter  attached  as
          Exhibit D.

II.  Lease Grant.

     Landlord  leases the Premises to Tenant and Tenant leases the Premises from
Landlord,  together  with the right in common with others to use any portions of
the Property  that are  designated by Landlord for the common use of tenants and
others,  such  as  sidewalks,   amenities,   unreserved  parking  areas,  common
corridors,   elevator  foyers,   restrooms,   vending  areas,  and  lobby  areas
(collectively, the "Common Areas").

III. Adjustment of Commencement Date; Possession.

     A.   The  Landlord  Work  and  the  Initial   Alterations   shall  each  be
          accomplished in a good and  workmanlike  manner and shall be deemed to
          be "Substantially  Complete" on the date that all Landlord Work or the
          Initial  Alterations,  as the case may be, has been  performed,  other
          than any details of construction,  mechanical  adjustment or any other
          similar  matter,  the  noncompletion  of  which  does  not  materially
          interfere with Tenant's use of the Premises. The Commencement Date and
          Termination Date shall be determined by Section I.F.

     B.   Subject to the express terms of this Lease,  the Premises are accepted
          by  Tenant  in  "as  is"  condition  and  configuration.  The  parties
          acknowledge and agree that there are no  representations or warranties
          by Landlord  regarding the condition of the Premises,  the Building or
          the Project,  except to the extent expressly stated herein.  Except to
          the extent  caused by Tenant,  any Tenant Party or any Tenant  Related
          Party,  as of the date of Substantial  Completion of the Landlord Work
          (but  expressly  excluding the Initial  Alterations or any portions of
          the  Premises  to the extent such  portions  are  damaged,  removed or
          affected by the Initial  Alterations),  the base Building  electrical,
          heating,  ventilation  and air  conditioning,  mechanical and plumbing
          systems  of  the  Premises  and  all   currently   existing   interior
          improvements (excluding the UPS and the Cable Trays, as such terms are
          defined  in  Sections  V and VI,  respectively,  in  Exhibit E to this
          Lease)  of the  Premises  and  the  landscaping,  lighting,  drainage,
          sprinkler  systems,  water  features of the  Exterior  Common Area and
          located  proximate  to the  Buildings  (subject  to the  terms of this
          Section III.B below),  and, to Landlord's actual knowledge,  the sewer
          system  of the  Project,  shall  be in  good  order  and  satisfactory
          condition.  If the foregoing are not in good working order as provided
          above,  Landlord shall be responsible  for repairing or restoring same
          at its cost and  expense.  For purposes of this  Section,  "Landlord's
          actual  knowledge"  shall be deemed to mean and limited to the current
          actual  knowledge  of Jason Goff at the time of execution of the Lease
          and  not any  implied,  imputed,  or  constructive  knowledge  of said
          individual or of Landlord or any Landlord  Related Parties and without
          any  independent  investigation  or  inquiry  having  been made or any
          implied duty to investigate or make any inquiries; it being understood
          and agreed that such  individual  shall have no personal  liability in
          any  manner   whatsoever   hereunder  or  otherwise   related  to  the
          transactions  contemplated hereby.  Landlord's obligation with respect
          to the  condition of the water  features of the  Exterior  Common Area
          located proximate to the Buildings shall only apply to the extent that
          the same  continue  to exist in the same  order as of the date of this
          Lease.  Landlord's  obligation  as stated  above with  respect to such
          water  features  shall in no event  apply in the event  that the water
          features  are  removed  and/or  replaced.   Notwithstanding   anything
          contained herein to the contrary, Tenant shall have 24 months from the
          completion of Landlord  Work in which to discover and notify  Landlord
          of any  latent  defects  in the  Landlord  Work and the base  Building
          systems.  Landlord shall be responsible for the correction  (including
          the costs  thereof)  of any latent  defects  with  respect to which it
          received timely notice from Tenant.  Landlord shall be responsible for
          correcting  any  violations  of Laws in  effect as of the date of this
          Lease and as interpreted in Santa Clara County and, if applicable,  by
          the City of  Mountain  View,  with  respect  to the  Premises  and the
          Exterior  Common Areas.  Further,  Landlord shall be  responsible  for
          correcting  any  violations  of Laws in  effect as of the date of this
          Lease and as interpreted in Santa Clara County and, if applicable,  by
          the City of  Mountain  View,  with  respect  to the  Premises  and the
          Exterior Common Areas which  violations arise solely and directly as a
          result of the  construction  of the  Landlord  Work and/or the Initial
          Alterations  but only to the  extent any such  compliance  requirement
          relates  to normal and  customary  general  office  and  manufacturing
          improvements located in the Premises (as opposed to improvements which
          are   specialized   for  Tenant's   specific  use  of  the  Premises).
          Notwithstanding  the  foregoing,  Landlord  shall  have  the  right to
          contest  any  alleged  violation  in good  faith,  including,  without
          limitation, the right to apply for and obtain a waiver or deferment of
          compliance,  the right to assert any and all defenses  allowed by Laws
          and the right to appeal  any  decisions,  judgments  or rulings to the
          fullest extent permitted by Laws; provided, however, that such contest
          shall in no event adversely  affect Tenant's  ability to Substantially
          Complete the Initial Alterations in a timely manner or Tenant's use of
          the Premises.  Landlord, after the exhaustion of any and all rights to
          appeal or contest,  will make all repairs,  additions,  alterations or
          improvements  necessary to comply with the terms of any final order or
          judgment.  Notwithstanding  anything to the contrary contained herein,
          Tenant, not Landlord,  shall be responsible for the costs and expenses
          of the  correction  of any  violations  that arise out of the specific
          nature of Tenant's business in the Premises,  the acts or omissions of
          Tenant   (excluding   filing  for  permits   related  to  the  Initial
          Alterations), its agents, employees, invitees or contractors, Tenant's
          arrangement  of any  furniture,  equipment  or other  property  in the
          Premises,   any  repairs,   alterations,   additions  or  improvements
          performed by or on behalf of Tenant  (other than the Landlord Work and
          excluding  filing for permits related to the Initial  Alterations) and
          any design or configuration of the Premises specifically  requested by
          Tenant after being informed that such design or configuration  may not
          be in strict compliance with any such Laws.

          If  Landlord  has not  delivered  the  Premises  to Tenant  before the
          Required  Delivery Date (defined  below),  Tenant,  as its sole remedy
          (unless Landlord  willfully  refused to deliver the Premises to Tenant
          in bad faith and without  cause),  may terminate  this Lease by giving
          Landlord  written notice of termination on or before the date which is
          5 Business Days after the Required  Delivery Date. In such event, this
          Lease shall be deemed null and void and of no further force and effect
          and  Landlord  shall  promptly  refund any prepaid  Rent and  Security
          Deposit  previously  advanced by Tenant  under this Lease and, at such
          time,  the parties  hereto shall have no further  responsibilities  or
          obligations  to each other with respect to this Lease.  The  "Required
          Delivery  Date" shall mean 10 Business  Days  following  the date upon
          which this Lease is fully executed and delivered by the parties hereto
          and all prepaid Rent and Security  Deposits  (including  the Letter of
          Credit as defined in Article VI)  required of Tenant  under this Lease
          are delivered to Landlord.

     C.   If Tenant takes  possession  of the Premises  before the  Commencement
          Date, such possession  shall be subject to the terms and conditions of
          this  Lease  except  that  Tenant  shall not be  required  to pay Rent
          (defined  in  Section  IV.A.) or pay any  charges  or fees  related to
          utilities  and Tenant's use of freight  elevators to Landlord for such
          period prior to the  Commencement  Date.  Subject to the terms of this
          Section  III.C.,  Landlord  grants  Tenant  the  right  to  enter  the
          Premises,  following  full execution of this Lease and delivery of any
          required prepaid Rent and Security  Deposits to Landlord,  at Tenant's
          sole risk, for the purpose of performing the Initial  Alterations  (as
          defined  in  Exhibit  D  to  this  Lease)  and  installing  equipment,
          furnishings  and other  personalty and, for no more than a total of 60
          days, operate Tenant's business at the Premises.

          If Tenant  Substantially  Completes the Initial  Alterations  prior to
          September 1, 2003,  Tenant shall be required to pay Rent commencing on
          the 61st day  thereafter  at the initial  rental  rates  described  in
          Section  I.D but,  notwithstanding  the  foregoing  and subject to the
          terms of Section  I.F, in no event shall  Tenant's  obligation  to pay
          Rent hereunder commence after November 1, 2003.

IV.  Rent.

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

     B.   Payment of Tenant's Pro Rata Share of Expenses and Taxes. Tenant shall
          pay Tenant's  Pro Rata Share of the total amount of Expenses  (defined
          in  Section  IV.C.)  and  Taxes  (defined  in  Section  IV.D) for each
          calendar year during the Term.  Landlord  shall provide  Tenant with a
          good faith estimate of the total amount of Expenses and Taxes for each
          calendar  year  during  the Term.  On or before  the first day of each
          month,  Tenant  shall pay to Landlord a monthly  installment  equal to
          one-twelfth  of Tenant's Pro Rata Share of Landlord's  estimate of the
          total  amount of  Expenses  and Taxes,  which  initial  monthly sum is
          defined in Section I.E. above as the "Tenant's Monthly Expense and Tax
          Payment".  If Landlord  determines  that its good faith  estimate  was
          incorrect by a material  amount,  Landlord  may provide  Tenant with a
          revised estimate. After its receipt of the revised estimate,  Tenant's
          Monthly  Expense  and Tax  Payment  shall  be based  upon the  revised
          estimate.  If Landlord does not provide Tenant with an estimate of the
          total  amount of Expenses  and Taxes by January 1 of a calendar  year,
          Tenant  shall  continue  to  pay  monthly  installments  based  on the
          previous year's  estimate until Landlord  provides Tenant with the new
          estimate.  Upon delivery of the new estimate,  an adjustment  shall be
          made for any month for which Tenant paid monthly installments based on
          the previous year's estimate.  Tenant shall pay Landlord the amount of
          any underpayment within 30 days after receipt of the new estimate. Any
          overpayment  shall be  refunded  to Tenant  within 30 days or credited
          against the next due future installment(s) of Rent.

          As soon as is  practical  following  the  end of each  calendar  year,
          Landlord shall furnish Tenant with a reasonably  detailed statement of
          the actual  amount of Expenses and Taxes for the prior  calendar  year
          and Tenant's Pro Rata Share of the actual amount of Expenses and Taxes
          for the prior calendar year.  Landlord shall use reasonable efforts to
          furnish the  statement  of actual  Expenses on or before June 1 of the
          calendar  year  immediately  following  the calendar year to which the
          statement  applies.  If the estimated amount of Expenses and Taxes for
          the prior calendar year is more than the actual amount of Expenses and
          Taxes  for  the  prior  calendar   year,   Landlord  shall  apply  any
          overpayment by Tenant against Rent due or next becoming due,  provided
          if the Term  expires  before  the  determination  of the  overpayment,
          Landlord shall refund any  overpayment to Tenant after first deducting
          the amount of Rent due. If the estimated  amount of Expenses and Taxes
          for the prior calendar year is less than the actual amount of Expenses
          and Taxes for such prior year,  Tenant shall pay  Landlord,  within 30
          days after its receipt of the  statement  of Expenses  and Taxes,  any
          underpayment for the prior calendar year.

     C.   Expenses  Defined.  "Expenses"  means  the sum of (i) all  direct  and
          indirect costs and expenses incurred by Landlord in each calendar year
          in connection with operating, maintaining, repairing, and managing the
          Buildings  and the  Property  (including  any  costs and  expenses  in
          connection  with  operating,  maintaining,  repairing and managing the
          Exterior Common Areas located on the Property to the extent such costs
          and expenses are not deemed to be costs and expenses of the Project as
          a  whole),  and  (ii)  the  Buildings'  and the  Property's  allocable
          percentage of (a) all costs of operating,  maintaining,  repairing and
          managing the Project  (including  any costs and expenses in connection
          with  operating,  maintaining,  repairing  and  managing  the Exterior
          Common  Areas  located on the  Project  to the  extent  such costs and
          expenses are not  specifically  allocated to and payable by individual
          buildings  within the Project),  (b) all costs,  fees or other amounts
          payable to any association  established for the benefit of the Project
          and/or  other  properties,  and (c) all fees payable to the company or
          association,  if  applicable,  managing  the parking  areas within the
          Project, including, but not limited to:

          1.   Labor costs,  including,  wages,  salaries,  social  security and
               employment taxes, medical and other types of insurance, uniforms,
               training,  and  retirement  and pension plans for personnel at or
               below the level of general manager.

          2.   Management  fees,  and  the  Buildings'  share  of  the  cost  of
               equipping  and  maintaining  a management  office (at fair market
               rent  as  reasonably  determined  by  Landlord),  accounting  and
               bookkeeping  services,  legal fees not attributable to leasing or
               collection activity, and other administrative costs. Landlord, by
               itself or through an affiliate,  shall have the right to directly
               perform  or provide  any  services  under  this Lease  (including
               management  services).  However,  in no event shall the aggregate
               management  fees for the  Buildings  exceed 1.5% of the Base Rent
               for the Buildings.

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

          4.   Premiums  and   deductibles   paid  by  Landlord  for  insurance,
               including  workers  compensation,  fire  and  extended  coverage,
               earthquake,  general liability, rental loss, elevator, boiler and
               other insurance  customarily  carried from time to time by owners
               of comparable  office buildings.  Notwithstanding  the foregoing,
               Tenant's Pro Rata Share of insurance deductibles shall not exceed
               $500,000.00  in the  aggregate  for any one event,  which  amount
               shall be included in Tenant's Pro Rata Share of Expenses  over up
               to a five (5) year  period  with the amount paid by Tenant not to
               exceed $100,000.00 in any 12 month period of the Term;  provided,
               however,  that the foregoing limitation on Tenant's obligation to
               pay its Pro Rata Share of insurance  deductibles  during the Term
               shall  not  apply to any  event  which  results  from the  active
               negligence or willful  misconduct of Tenant or any of its agents,
               employees, invitees or contractors.

               Further,  notwithstanding the foregoing,  Tenant's Pro Rata Share
               of premiums for  earthquake  insurance only shall not increase by
               more than 20% per calendar year on a compounding  and  cumulative
               basis over the course of the Term.  In other words,  Tenant's Pro
               Rata Share of premiums for  earthquake  insurance  for the second
               calendar   year  of  the  Term  shall  not  exceed  120%  of  the
               Controllable  Expenses for the first  calendar  year of the Term.
               Tenant's Pro Rata Share of premiums for earthquake  insurance for
               the third  calendar year of the Term shall not exceed 120% of the
               limit on  Tenant's  Pro Rata  Share of  premiums  for  earthquake
               insurance for the second  calendar year of the Term,  etc. By way
               of  illustration,  if  Tenant's  Pro Rata Share of  premiums  for
               earthquake  insurance was $10.00 per rentable square foot for the
               first calendar year of the Term,  then Tenant's Pro Rata Share of
               premiums for earthquake insurance for the second calendar year of
               the Term shall not exceed  $12.00 per rentable  square foot,  and
               Tenant's Pro Rata Share of premiums for earthquake  insurance for
               the third  calendar  year of the Term shall not exceed $14.40 per
               rentable  square  foot.  The  foregoing  cap on Tenant's Pro Rata
               Share of  premiums  for  earthquake  insurance  shall in no event
               apply if Tenant,  pursuant to Article XV,  exercises its right to
               require Landlord to carry earthquake insurance.

          5.   The  Buildings'  share of  allocable  Electrical  Costs  (defined
               below) and charges for water, gas, steam and sewer, but excluding
               those  charges  for which  Landlord  is  reimbursed  by  tenants.
               "Electrical  Costs"  means:  (a)  charges  paid by  Landlord  for
               electricity  (and,  during such time Tenant is the Sole Tenant of
               the  Building  and  contracts  directly  for such  service,  only
               respecting the Exterior  Common Areas and,  during such time that
               Tenant is not the Sole Tenant of the  Building or Tenant does not
               directly  contract  for such  service,  respecting  the  Exterior
               Common  Areas and the  Common  Areas of the  Buildings);  and (b)
               costs incurred in connection  with an energy  management  program
               for the Buildings and the Project.

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

          7.   The  Buildings'  allocable  share of  fees,  costs  and  expenses
               relating  to   operating,   managing,   owning,   repairing   and
               maintaining  the parking  facilities  servicing  the  Building or
               Project,  and the  Recreational  Area  (defined  in Section  I.S.
               above) or any other fitness facilities,  conference center(s), or
               other amenities (if any) in the Project.

               If Landlord incurs Expenses for the Building, the Property or the
               Project  together with one or more other buildings or properties,
               whether pursuant to a reciprocal easement agreement,  common area
               agreement or  otherwise,  the shared costs and expenses  shall be
               equitably  prorated and  apportioned  between the  Building,  the
               Property and the Project and the other  buildings or  properties.
               Expenses  shall not  include:  the cost of  capital  improvements
               (except  as set forth in  Section  IV.C.6  above);  depreciation;
               interest  (except  as  provided  above  for the  amortization  of
               capital  improvements);  amortization  (except  as set  forth  in
               Section IV.C.6 above);  principal  payments of mortgage and other
               non-operating  debts of  Landlord;  the cost of  repairs or other
               work to the extent  Landlord is reimbursed by insurance (or would
               have been  reimbursed  by  insurance  had  Landlord  carried  the
               insurance required to be carried by Landlord under this Lease) or
               condemnation proceeds;  costs in connection with leasing space in
               the  Building,  including  brokerage  commissions,  brochures and
               marketing supplies, legal fees in negotiating and preparing lease
               documents, and construction,  improvement and decorating costs in
               preparing space for initial occupancy by a specific tenant; lease
               concessions,   including   rental   abatements  and  construction
               allowances,  granted  to  specific  tenants;  costs  incurred  in
               connection  with  the  sale,  financing  or  refinancing  of  the
               Building,   including  brokerage   commissions,   attorneys'  and
               accountants'  fees,  closing  costs,  title  insurance  premiums,
               transfer  taxes  and  interest  charges;   fines,   interest  and
               penalties  incurred due to the late payment of Taxes  (defined in
               Section IV.D),  or Expenses or any other sums required to be paid
               by Landlord; organizational expenses associated with the creation
               and operation of the entity which  constitutes  Landlord;  or any
               penalties  or damages  that  Landlord  pays to Tenant  under this
               Lease or to other tenants in the Buildings or Project under their
               respective leases.

               The following items are also excluded from Expenses:

               (a)  Sums (other than  management  fees, it being agreed that the
                    management  fees  included in Expenses  are as  described in
                    Section  IV.C.2  above)  paid  to   subsidiaries   or  other
                    affiliates  of Landlord for services on or to the  Property,
                    Building  and/or  Premises,  but only to the extent that the
                    costs of such services exceed the competitive  cost for such
                    services  rendered by persons or entities of similar  skill,
                    competence and experience.

               (b)  Any  fines,   penalties  or  interest   resulting  from  the
                    negligence  or willful  misconduct  of the  Landlord  or its
                    agents,  contractors,  or employees or any other occupant of
                    the Building or the Project.

               (c)  Advertising and promotional expenditures.

               (d)  Landlord's charitable and political contributions.

               (e)  Ground lease rental.

               (f)  Attorney's  fees and other  expenses  incurred in connection
                    with  negotiations or disputes with  prospective  tenants or
                    tenants  or  other  occupants  of  the  Project   (including
                    violations of Law by any other tenant of the Project).

               (g)  The cost or expense of any  services  or  benefits  provided
                    generally  to other  tenants in the Project and not provided
                    or available to Tenant.

               (h)  All  costs  of  purchasing  or  leasing  major   sculptures,
                    paintings or other major works or objects of art (as opposed
                    to  decorations  purchased or leased by Landlord for display
                    in the Common Areas of the Building).

               (i)  Any  expenses  for  which   Landlord  has  received   actual
                    reimbursement (other than through Expenses).

               (j)  Costs incurred by Landlord in connection with the correction
                    of  defects  in  design  and  original  construction  of the
                    Buildings or Property and costs incurred by Landlord for the
                    repair of structural defects in the Buildings.

               (k)  Costs incurred (less costs of recovery) for any items to the
                    extent covered by a manufacturer's,  materialman's, vendor's
                    or contractor's warranty (a "Warranty").

               (l)  Any costs,  fines or penalties incurred due to violations by
                    Landlord of any Law which was in effect (and as interpreted)
                    as of the date of this Lease.

               (m)  The  cost of  complying  with  any  Laws in  effect  (and as
                    enforced) on the  Commencement  Date,  provided  that if any
                    portion  of the  Building  that was in  compliance  with all
                    applicable  Laws on the  Commencement  Date  becomes  out of
                    compliance due to normal wear and tear, the cost of bringing
                    such  portion  of the  Building  into  compliance  shall  be
                    included in Expenses unless otherwise  excluded  pursuant to
                    the terms hereof.

               (n)  Any  cost  or  expense  related  to the  removal,  cleaning,
                    abatement or remediation of Hazardous  Materials (as defined
                    in Exhibit E to this Lease) in or about the Building, Common
                    Area or Property,  including, without limitation,  hazardous
                    substances in the ground water or soil, except to the extent
                    such nonmaterial removal, cleaning, abatement or remediation
                    is incidental to the general  repair and  maintenance of the
                    Building, Common Area or Property.

               (o)  50% of any  increases in real estate taxes due to a one-time
                    sale or transfer of ownership of the  Buildings in which the
                    Premises are located during the first thirty-six (36) months
                    of the original Term of this Lease.

               (p)  The cost of repairs and maintenance  equitably  allocated by
                    Landlord to other buildings in the Project.

               (q)  Intentionally omitted.

               (r)  Repairs,   maintenance   and  replacement  of  the  heating,
                    ventilating  and air  conditioning  units servicing the 2051
                    Building  in excess of normal  repair  and  maintenance  (as
                    defined   below)   until  the  day   following   substantial
                    completion  of the  HVAC  Replacement  Work (as  defined  in
                    Section  IX.B  of  this  Lease)  with  respect  to the  2051
                    Building;  and repairs,  maintenance  and replacement of the
                    heating,  ventilating and air  conditioning  units servicing
                    the 2061 Building in excess of normal repair and maintenance
                    until the day following  substantial  completion of the HVAC
                    Replacement Work with respect to the 2061 Building; provided
                    that the foregoing carve out from Expenses shall in no event
                    apply to the extent  that any such items are  covered  under
                    Tenant's  Service  Contract.  For purposes of the foregoing,
                    "normal repair and maintenance" shall mean the repair and/or
                    replacement of filters, belts, fan shafts, bearings,  damper
                    motors,  damper linkage,  condenser fan motors,  contactors,
                    pressure switches, gas valves, hot surface ignition systems,
                    refrigerant,  refrigeration  oil  and  pump  seals.  "Normal
                    repair and  maintenance"  expressly  excludes  the repair or
                    replacement of compressors,  evaporator and condenser coils,
                    variable frequency drives, evaporator and supply fan motors,
                    electronic  control boards or heat  exchangers or any single
                    repair to any one heating,  ventilating and air conditioning
                    unit servicing the Premises costing in excess of $2,500.00.

               (s)  Any  income,   capital  levy,  capital  stock,   succession,
                    transfer, franchise, gift, estate or inheritance tax.

               (t)  Insurance  deductibles in excess of the amounts  provided in
                    Section  IV.C.4 of this Lease  (except  to the  extent  such
                    limitation  does not  apply  pursuant  to the  terms of this
                    Lease).

               (u)  Subject to the terms and  conditions of Article XVII of this
                    Lease,  the costs of repair or  replacement of the Buildings
                    or the Project  resulting  from fire,  earthquake  and other
                    casualty  except with  respect to Tenant's Pro Rata Share of
                    insurance deductibles (subject to any limitations thereon as
                    expressly  stated  herein) and as  otherwise  stated in this
                    Lease.

               (v)  The costs of repair,  maintenance  and/or replacement of the
                    elevators in the  Buildings in excess of $5,000.00 in any 12
                    month period of the Term.

               (w)  Costs respecting the structural and underground  portions of
                    the  Premises  and  the  Property,   including   underground
                    utilities  of the Project  (including  sewer lines and storm
                    drains).

               (x)  Taxes to the extent equitably allocated by Landlord to other
                    buildings in the Project.

               (y)  The cost of insurance to the extent  equitably  allocated by
                    Landlord to other buildings in the Project.

               (z)  The costs for repairs and  replacements  beyond  normal wear
                    and tear to the Premises,  the Buildings and the Project, as
                    reasonably  determined by Landlord,  which are not caused or
                    exacerbated  directly or  indirectly by Tenant or any Tenant
                    Party  during the first 12 months of the initial  Lease Term
                    only.

               If Tenant is not the Sole Tenant of the Building (either the 2051
               Building or the 2061 Building,  as the case may be), in the event
               that either the 2051 Building  and/or the 2061 Building is not at
               least 95% occupied during any calendar year or if Landlord is not
               supplying  services to at least 95% of the total rentable  square
               footage of either of the 2051 Building  and/or the 2061 Building,
               as the case may be, at any time during a calendar year,  Expenses
               shall,  at  Landlord's  option,  be  determined  as if  the  2051
               Building  and/or the 2061 Building,  as the case may be, had been
               95% occupied and Landlord had been  supplying  services to 95% of
               the total  rentable  square  footage of either the 2051  Building
               and/or  the  2061  Building,  as the  case  may be,  during  that
               calendar  year.  In the  event  that  Tenant is not  occupying  a
               material  portion of the Premises and, as a result,  Landlord may
               adjust  Expenses for the Building in accordance  with the concept
               described in this  Paragraph,  Landlord  shall  equitably  adjust
               Tenant's  Pro Rata  Share of  Expenses  accordingly.  In no event
               shall  Landlord be entitled to a  reimbursement  from tenants for
               Expenses and Taxes in excess of 100% of the costs  actually  paid
               or  incurred by Landlord in any  applicable  calendar  year.  The
               extrapolation  of Expenses  under this Section shall be performed
               by  appropriately  adjusting  the  cost of  those  components  of
               Expenses  that are  impacted by changes in the  occupancy  of the
               Building.

               Landlord  agrees to act in a  commercially  reasonable  manner in
               incurring  Expenses,  taking into consideration the class and the
               quality of the Building.

     D.   Taxes Defined. "Taxes" shall mean: (1) all real estate taxes and other
          assessments on the Buildings and/or  Property,  and the Buildings' and
          Property's  share  of  such  taxes  and  assessments  relating  to the
          Project,  including,  but not  limited  to,  assessments  for  special
          improvement  districts and building improvement  districts,  taxes and
          assessments  levied in substitution or  supplementation in whole or in
          part  of any  such  taxes  and  assessments  and  the  Building's  and
          Property's  share of any real estate taxes and  assessments  under any
          reciprocal  easement  agreement,  common  area  agreement  or  similar
          agreement  as to  the  Building,  Property  and/or  Project;  (2)  the
          Buildings'  and  Project's  share of all personal  property  taxes for
          property  that is owned by Landlord  and used in  connection  with the
          operation,  maintenance  and repair of the  Building,  Property or the
          Project to the  extent  such  personal  property  is used to  operate,
          maintain and repair the  Building,  Property and Project;  and (3) all
          commercially  reasonable  costs and fees incurred in  connection  with
          seeking  reductions in any tax  liabilities  described in (1) and (2),
          including, without limitation, any such costs incurred by Landlord for
          compliance, review and appeal of tax liabilities.  Without limitation,
          Taxes shall not include any income,  capital levy, franchise,  capital
          stock, gift, estate or inheritance tax. If an assessment is payable in
          installments,  Taxes  for the year  shall  include  the  amount of the
          installment and any interest due and payable during that year. For all
          other real  estate  taxes,  Taxes for that year shall,  at  Landlord's
          election,  include  either the amount  accrued,  assessed or otherwise
          imposed  for the year or the  amount  due and  payable  for that year,
          provided  that  Landlord's  election  shall  be  applied  consistently
          throughout  the  Term.  In the event  that  during  the Term  Landlord
          receives any credit or rebate on Taxes from any public  authority with
          respect to the  Premises to the extent  applicable  to the Term and of
          which  Tenant  has paid  Tenant's  Pro  Rata  Share,  Tenant  shall be
          entitled to a Rent credit or, at Landlord's option, refund of Tenant's
          Pro Rata Share of such credit or rebate after first  deducting  any of
          Landlord's costs and expenses in obtaining such credit or rebate. Such
          Rent credit or refund, at Landlord's option, shall be credited against
          future  installments  of Rent or refunded to Tenant  within 45 days of
          Landlord's receipt of the credit or rebate.

     E.   Audit Rights.  Tenant may, within 18 months after receiving Landlord's
          reasonably  detailed  statement of  Expenses,  give  Landlord  written
          notice  ("Review  Notice")  that Tenant  intends to review  Landlord's
          records of the Expenses for that  calendar  year.  Within a reasonable
          time  after  receipt  of the Review  Notice,  Landlord  shall make all
          pertinent  records  available  for  inspection  at one  of  Landlord's
          management  offices  located in the San Jose,  Santa  Clara,  Mountain
          View, Campbell geographic area, which records are reasonably necessary
          for Tenant to conduct its review.  If any records are  maintained at a
          location  other  than the  office of the  Building,  Tenant may either
          inspect the records at such other  location or pay for the  reasonable
          cost of copying and shipping the records.  If Tenant  retains an agent
          to  audit  Landlord's  records,  the  agent  must be  with a CPA  firm
          licensed to do business in  California  and not paid on a  contingency
          basis. Tenant shall be solely responsible for all costs,  expenses and
          fees incurred for the audit.  However,  notwithstanding the foregoing,
          if the  audit  determines  that  in the  aggregate  Expenses  for  the
          Building  for the year in question  were less than stated by more than
          5%,  Landlord,  within 30 days  after  its  receipt  of paid  invoices
          therefor  from  Tenant,  shall  reimburse  Tenant  for the  reasonable
          amounts paid by Tenant to third parties in connection with such review
          by Tenant.  Likewise,  if the audit  determines  that Expenses for the
          calendar year are greater than reported, Tenant shall pay Landlord the
          amount of any  underpayment  within 30 days.  Within 90 days after the
          records are made  available to Tenant,  Tenant shall have the right to
          give  Landlord  written  notice  (an  "Objection  Notice")  stating in
          reasonable  detail any objection to  Landlord's  statement of Expenses
          for that year.  If Tenant fails to give  Landlord an Objection  Notice
          within the 90 day period or fails to  provide  Landlord  with a Review
          Notice  within the 18 month period  described  above,  Tenant shall be
          deemed to have approved Landlord's  statement of Expenses and shall be
          barred from raising any claims regarding the Expenses for that year.

          If Tenant provides Landlord with a timely Objection  Notice,  Landlord
          and Tenant  shall work  together  in good faith to resolve  any issues
          raised in Tenant's  Objection Notice. If Landlord and Tenant determine
          that Expenses for the calendar year are less than  reported,  Landlord
          shall provide  Tenant with a credit  against the next  installment  of
          Rent in the amount of the overpayment by Tenant. Likewise, if Landlord
          and Tenant  determine  that Expenses for the calendar year are greater
          than   reported,   Tenant   shall  pay  Landlord  the  amount  of  any
          underpayment within 30 days.

          If Tenant provides Landlord with a timely Review Notice,  commences an
          audit and if the audit  determines that Expenses for the calendar year
          are less than  reported,  Landlord  shall provide Tenant with a credit
          against the next  installment of Rent in the amount of the overpayment
          by Tenant.  Likewise,  if the audit  determines  that Expenses for the
          calendar year are greater than reported, Tenant shall pay Landlord the
          amount of any  underpayment  within 30 days.  The records  obtained by
          Tenant pursuant to this Section IV.E shall be treated as confidential.
          In no event shall Tenant be permitted to examine Landlord's records or
          to  dispute  any  statement  of  Expenses  unless  Tenant has paid and
          continues to pay all Rent when due.

V.   Compliance with Laws; Use.

     The Premises  shall be used only for the Permitted Use and for no other use
whatsoever.  Tenant  shall not use or  permit  the use of the  Premises  for any
purpose  which is  illegal,  dangerous  to  persons  or  property  or which,  in
Landlord's  reasonable opinion,  unreasonably  disturbs any other tenants of the
Building or the Project or interferes  with the operation of the Building or the
Project. Subject to the express terms and conditions of this Lease, Tenant shall
comply with all Laws,  including the Americans with Disabilities Act,  regarding
the operation of Tenant's  business and the use,  condition,  configuration  and
occupancy of the Premises.  Tenant, within 10 days after receipt,  shall provide
Landlord with copies of any notices it receives regarding a violation or alleged
violation of any Laws. Tenant shall comply with the rules and regulations of the
Building  attached as Exhibit B and such other  reasonable rules and regulations
adopted  by  Landlord  from time to time;  provided,  however  that  such  other
reasonable  rules and  regulations  shall not  unreasonably  and  adversely  (i)
interfere with Tenant's use of the Premises,  or (ii) diminish  Tenant's parking
rights as provided in the Parking Agreement attached hereto as Exhibit F. Tenant
shall also cause its agents, contractors, subcontractors,  employees, customers,
and  subtenants  to comply with all rules and  regulations.  Landlord  shall not
knowingly discriminate against Tenant in Landlord's enforcement of the rules and
regulations.  Except to the extent caused by Tenant's or any of its  employees',
invitees',  contractors' and/or agents' negligence or willful misconduct, Tenant
shall not be liable for any of the costs and expenses,  if any,  associated with
Landlord's or any other party's compliance with the City Parking Agreement.

To the extent the railing located on the balcony of the second floor of the 2061
Building   violates   applicable   Laws  and  the  City  of  Mountain  View  has
affirmatively and specifically required compliance therewith (collectively,  the
"Compliance Requirement"), Landlord shall, at its sole cost and expense, perform
the work necessary to make the railing comply with Laws within 60 days following
the date Landlord receives actual knowledge of the Compliance  Requirement.  The
cost and expense to perform any such work shall not be allocated  toward the ADA
Costs Cap.  Notwithstanding the foregoing, to the extent the same does not delay
Tenant's construction schedule with respect to the Initial Alterations, Landlord
shall  have the right to  contest  the  Compliance  Requirement  in good  faith,
including,  without  limitation,  the right to apply for and  obtain a waiver or
deferment of  compliance,  the right to assert any and all  defenses  allowed by
Laws and the right to appeal any decisions,  judgments or rulings to the fullest
extent permitted by Laws.

VI.  Security Deposit.

     The Security  Deposit,  if any,  shall be  delivered  to Landlord  upon the
execution  of this  Lease  by  Tenant  and  shall  be held by  Landlord  without
liability for interest  (unless required by Law) as security for the performance
of Tenant's obligations.  The Security Deposit is not an advance payment of Rent
or a measure of Tenant's liability for damages. Landlord may, from time to time,
without  prejudice  to any other  remedy,  use all or a portion of the  Security
Deposit to the extent  necessary to satisfy past due Rent or to cure any uncured
default by Tenant beyond applicable cure periods.  If Landlord uses the Security
Deposit,  Tenant shall on demand  restore the  Security  Deposit to its original
amount.  Landlord shall return any unapplied  portion of the Security Deposit to
Tenant  within 45 days  after the later to occur of:  (1) the  determination  of
Tenant's  Pro Rata Share of  Expenses  and Taxes for the final year of the Term;
(2) the date  Tenant  surrenders  possession  of the  Premises  to  Landlord  in
accordance with this Lease; or (3) the Termination  Date. If Landlord  transfers
its interest in the Premises,  Landlord shall assign the Security Deposit to the
transferee  (to the extent the same has not been  applied  pursuant to the terms
and conditions of this Lease) and, following the assignment, Landlord shall have
no further liability for the return of the Security Deposit.  Landlord shall not
be required  to keep the  Security  Deposit  separate  from its other  accounts.
Tenant hereby waives the provisions of Section  1950.7 of the  California  Civil
Code, or any similar or successor Laws now or  hereinafter in effect.  If Tenant
is not in default at the  termination  of this Lease,  Landlord shall return any
unapplied  balance of the Security Deposit to Tenant within 45 days after Tenant
surrenders the Premises to Landlord in accordance  with this Lease.  In addition
to any other  deductions  Landlord  is  entitled  to make  pursuant to the terms
hereof,  Landlord  shall  have the right to make a good  faith  estimate  of any
unreconciled  Expenses and/or Taxes as of the Termination Date and to deduct any
anticipated  shortfall from the Security  Deposit.  Such estimate shall be final
and binding upon Tenant and Landlord.

The Security Deposit may be in the form of an irrevocable  letter of credit (the
"Letter  of  Credit"),  which  Letter of Credit  shall:  (a) be in the amount of
$500,000.00;  (b) be issued on the form  attached  hereto as Exhibit G; (c) name
Landlord  as its  beneficiary;  and (d) be  drawn on an FDIC  insured  financial
institution satisfactory to Landlord.  Landlord hereby approves Wells Fargo Bank
as an FDIC insured  financial  institution  satisfactory  to the  Landlord.  The
Letter of Credit (and any renewals or replacements  thereof) shall be for a term
of not less than 1 year.  Tenant  agrees  that it shall  from  time to time,  as
necessary,  whether  as a result of a draw on the  Letter of Credit by  Landlord
pursuant to the terms hereof or as a result of the  expiration  of the Letter of
Credit then in effect,  renew or replace the original and any subsequent  Letter
of Credit so that a Letter of Credit,  in the amount required  hereunder,  is in
effect until a date which is at least 60 days after the Termination  Date of the
Lease.  If Tenant fails to furnish such renewal or  replacement at least 60 days
prior to the  stated  expiration  date of the  Letter  of  Credit  then  held by
Landlord,  Landlord  may draw upon such  Letter of Credit and hold the  proceeds
thereof  (and  such  proceeds  need not be  segregated)  as a  Security  Deposit
pursuant  to the terms of this  Article VI. Any  renewal or  replacement  of the
original or any subsequent  Letter of Credit shall meet the requirements for the
original  Letter of Credit as set forth above,  except that such  replacement or
renewal shall be issued by an FDIC insured financial institution satisfactory to
the Landlord at the time of the issuance thereof.

If  Landlord  draws on the  Letter of Credit as  permitted  in this Lease or the
Letter of Credit, then, upon demand of Landlord, Tenant shall restore the amount
available  under  the  Letter  of Credit  to its  original  amount by  providing
Landlord  with an amendment to the Letter of Credit  evidencing  that the amount
available  under the Letter of Credit has been restored to its original  amount.
In the  alternative,  Tenant  may  provide  Landlord  with  cash,  to be held by
Landlord  in  accordance  with this  Article,  equal to the  restoration  amount
required under the Letter of Credit.

VII. Services to be Furnished by Landlord.

     A.   Services to the Building and Premises shall be provided as follows:

          1.   If Tenant is leasing 100% of the rentable area in the Building or
               if Tenant's Pro Rata Share,  as defined in Section I.E. above, is
               100% (in either event,  for purposes of this Lease,  Tenant shall
               be deemed the "Sole Tenant of the Building"), Landlord shall make
               available  to the  exterior of each of the 2051  Building and the
               2061  Building  (but  shall  not  be  responsible   for  actually
               providing) the following  services:  (a) Water service for use in
               the  lavatories  on each floor on which the Premises are located;
               (b)  Heat and air  conditioning  for the  comfortable  use of the
               Premises by Tenant;  (c) Electricity to the Premises for its use,
               in  accordance  with and subject to the terms and  conditions  in
               Article  X; and (d) gas for  boilers of the  Buildings  and water
               heaters,  if any.  Notwithstanding  the  foregoing,  Tenant shall
               contract  directly  for  the  provision  of all of the  foregoing
               services.  If  Tenant  is the Sole  Tenant  of the  Building,  in
               addition to the  foregoing,  Tenant shall provide at its cost the
               following  services:  (i) Janitor  service on Business Days; (ii)
               pest control  service for the Common Areas of the  Building;  and
               (iii)  refuse  collection  for the  Building.  Landlord  shall be
               responsible for washing the exterior  windows of the Buildings no
               less than two times  annually,  the cost thereof shall be part of
               Expenses.  Tenant  shall  maintain  and  repair the  Premises  in
               accordance with the terms of Section IX.A.

               If  by  mutual  agreement  between  Landlord  and  Tenant,  or by
               operation of law or  otherwise,  Tenant is not the Sole Tenant of
               the  Building or is  otherwise  not required to provide the above
               services,  then, at Landlord's request and, at Landlord's option,
               as a condition to Landlord  providing  the services  described in
               Section  VII.A.2  below,  Tenant  shall  transfer to Landlord any
               utility  accounts and/or service  contracts  (including,  without
               limitation,  any maintenance  service  agreements entered into by
               Tenant,  as  described  in  Section  IX.A.  below  or  otherwise)
               relating to all or any of the services to be provided by Landlord
               described in Section  VII.A.2.  below, and Tenant shall otherwise
               cooperate   with  Landlord  in   transferring   control  of,  and
               responsibility for, such services from Tenant to Landlord. Tenant
               shall remain liable for all sums incurred in connection with such
               accounts or service contracts relating to the period prior to the
               date such accounts and service  contracts are transferred to, and
               assumed by, Landlord.

          2.   If Tenant is not the Sole Tenant of the  Building  (as defined in
               Section  VII.A.1.  above),  subject  to the  terms of the  second
               paragraph of Section VII.A.1.  above,  Landlord agrees to provide
               the  following  services:  (a)  Water  service  for  use  in  the
               lavatories  on each floor on which the Premises are located;  (b)
               Heat and air  conditioning in season during Normal Business Hours
               at such  temperatures  and in such  amounts as are  standard  for
               comparable  buildings or as required by  governmental  authority,
               provided that, Tenant,  upon such advance notice as is reasonably
               required  by  Landlord,  shall  have the  right to  receive  HVAC
               service during hours other than Normal  Business Hours and Tenant
               shall pay Landlord the standard charge for the additional service
               as  reasonably  determined  by  Landlord  from time to time;  (c)
               Janitor service on Business Days, provided if Tenant's use, floor
               covering or other improvements require special services in excess
               of the standard  services for the Building,  Tenant shall pay the
               additional  cost  attributable  to  the  special  services;   (d)
               Electricity to the Premises for general office use, in accordance
               with and  subject to the terms and  conditions  in Article X; (e)
               gas for boilers of the  Building  and water  heaters  serving the
               Building  generally,  if any;  (f) pest  control  service for the
               Common  Areas of the  Building;  (g)  refuse  collection  for the
               Building;   (h)  such  other  services  as  Landlord   reasonably
               determines  are necessary or  appropriate  for the Building,  the
               Property  or the  Project;  and  (i)  elevator  service  for  the
               Buildings.

     B.   Landlord's failure to furnish,  or any interruption or termination of,
          services  required  to be  provided  or  made  available  by  Landlord
          pursuant to this Lease due to the  application of Laws, the failure of
          any   equipment,   the   performance  of  repairs,   improvements   or
          alterations,  or the  occurrence  of any  event  or cause  beyond  the
          reasonable  control of Landlord (a "Service Failure") shall not render
          Landlord  liable to Tenant,  constitute  a  constructive  eviction  of
          Tenant, give rise to an abatement of Rent, nor relieve Tenant from the
          obligation  to fulfill any  covenant  or  agreement.  However,  if the
          Premises,  or a portion of the Premises,  is made reasonably  unusable
          for the Permitted Use for a period in excess of 3 consecutive Business
          Days as a result of a Service Failure (other than a Service Failure in
          connection with Tenant's failure to perform Tenant's obligations under
          this  Lease,  in which  event  Tenant  shall  not be  entitled  to any
          abatement or other remedy),  then Tenant,  as its sole remedy (subject
          to the last  sentence  of this  Section  VII.B),  shall be entitled to
          receive  an  abatement  of Rent  payable  hereunder  during the period
          beginning on the 4th  consecutive  Business Day of the Service Failure
          and ending on the day the  service  has been  restored.  If the entire
          Premises has not been rendered  untenantable  by the Service  Failure,
          the amount of  abatement  that Tenant is entitled to receive  shall be
          prorated based upon the percentage of the Premises rendered reasonably
          unusable for the  Permitted  Use and not used by Tenant.  In no event,
          however,  shall  Landlord  be liable to Tenant for any loss or damage,
          including  the theft of Tenant's  Property  (defined  in Article  XV),
          arising  out of or in  connection  with the  failure  of any  security
          services,  security  personnel or security  equipment.  In the event a
          Service Failure is caused by the gross  negligence,  active negligence
          or willful misconduct of Landlord or Landlord's agents or contractors,
          such  abatement of Base Rent shall not be Tenant's sole remedy but the
          parties hereto acknowledge and agree that Tenant shall not be entitled
          to receive more than Tenant's  actual  damages;  it being agreed that,
          notwithstanding  anything to the  contrary  contained  herein,  Tenant
          hereby  waives  any  claim it may  otherwise  have for  consequential,
          special or indirect damages as a result of the above.

VIII. Leasehold Improvements.

     All improvements  (excluding  Tenant's Property as defined in Article XV of
this Lease) to the Premises  (collectively,  "Leasehold  Improvements") shall be
owned by Landlord  and shall remain upon the Premises  without  compensation  to
Tenant.  However,  Landlord, by written notice to Tenant within 30 days prior to
the Termination  Date, may require Tenant to remove,  at Tenant's  expense:  (1)
Cable  (defined in Section IX.A)  installed by or for the  exclusive  benefit of
Tenant and located in the Premises or other  portions of the  Building;  and (2)
any  Leasehold  Improvements  that are performed by or for the benefit of Tenant
and, in  Landlord's  reasonable  judgment,  are of a nature  that would  require
removal and repair costs that are materially in excess of the removal and repair
costs associated with standard office improvements  (collectively referred to as
"Required  Removables").  No sooner than 180 days prior to the Termination Date,
Tenant may request in writing that Landlord  identify the then existing Required
Removables   that  are   required   by   Landlord   to  be  removed  by  Tenant.
Notwithstanding  the  foregoing,  Tenant  shall not be  required  to remove  any
portion of the Landlord Work shown on the Plans as of the date of this Lease, as
such  terms are  defined in Exhibit D.  Without  limitation,  it is agreed  that
Required  Removables include internal stairways,  raised floors,  personal baths
and  showers,  vaults,  rolling  file  systems and  structural  alterations  and
modifications of any type. The Required Removables  designated by Landlord shall
be  removed by Tenant  before the  Termination  Date,  provided  that upon prior
written  notice to Landlord,  Tenant may remain in the Premises for up to 5 days
after  the  Termination  Date for the sole  purpose  of  removing  the  Required
Removables.  Tenant's  possession of the Premises shall be subject to all of the
terms and  conditions of this Lease,  including the  obligation to pay Rent on a
per diem  basis at the rate in effect  for the last  month of the  Term.  Tenant
shall  repair  damage  caused  by  the   installation  or  removal  of  Required
Removables. If Tenant fails to remove any Required Removables or perform related
repairs  in a timely  manner,  Landlord,  at  Tenant's  expense,  may remove and
dispose of the Required  Removables  and perform the required  repairs.  Tenant,
within 30 days after  receipt of an invoice,  shall  reimburse  Landlord for the
reasonable costs incurred by Landlord.

IX.  Repairs and Alterations.

     A.   Tenant's  Repair  Obligations.  Tenant  shall,  at its  sole  cost and
          expense,  promptly perform all maintenance and repairs to the Premises
          that are not Landlord's express  responsibility  under this Lease, and
          shall keep the Premises in good condition and repair,  reasonable wear
          and tear and damage from  casualty  and  condemnation  (subject to the
          terms  of  Articles  XVII  and  XVIII)   excepted.   Tenant's   repair
          obligations  include,  without  limitation,   repairs  to:  (1)  floor
          covering; (2) interior partitions; (3) doors; (4) the interior side of
          demising  walls;  (5)  electronic,  phone and data cabling and related
          equipment  (collectively,  "Cable")  that is  installed  by or for the
          exclusive  benefit of Tenant  and  located  in the  Premises  or other
          portions of the Building;  (6) supplemental  air  conditioning  units,
          private showers and kitchens,  including hot water heaters,  plumbing,
          and similar  facilities  serving Tenant  exclusively;  (7) Alterations
          performed by contractors  retained by Tenant,  including  related HVAC
          balancing;  and  (8) so long  as  Tenant  is the  Sole  Tenant  of the
          Building,  heating,  ventilating  and  air  conditioning  systems  and
          equipment  serving  the  Building.  In  addition  and  notwithstanding
          anything to the contrary  contain in Section IX.B below,  if Tenant is
          the Sole  Tenant of the  Building  (as  defined in Section  VII.A.1.),
          Tenant's repair  obligations shall also include,  without  limitation,
          the following: (a) mechanical (including HVAC),  electrical,  plumbing
          and  fire/life   safety  systems  serving  the  Buildings  in  general
          (including any equipment  related thereto and located upon the roof of
          the  Building);  (b)  the  interior  Common  Areas  of  the  Buildings
          (Landlord shall maintain the exterior Common Areas of the Buildings in
          accordance  with its  obligations  as provided in Section IX.B below);
          and (c) exterior  windows of the Building  (excluding a failure of the
          window panes  resulting  from outspray from the water  features of the
          Exterior Common Areas (i.e., water fountains) or exterior  sprinklers,
          the repair costs thereof to be borne by  Landlord).  All work shall be
          performed in  accordance  with the rules and  procedures  described in
          Section  IX.C.  below.  If  Tenant  fails to make any  repairs  to the
          Premises  for more than 15 days after notice from  Landlord  (although
          notice shall not be required if there is an  emergency),  Landlord may
          make the  repairs,  and Tenant  shall pay the  reasonable  cost of the
          repairs  to  Landlord  within 30 days  after  receipt  of an  invoice,
          together with an administrative charge in an amount equal to 5% of the
          cost of the repairs.  Notwithstanding the foregoing,  if the repair to
          be performed by Tenant cannot  reasonably be completed  within 15 days
          after  Landlord's  notice to Tenant,  Landlord  shall not exercise its
          right  to make  such  repair  on  Tenant's  behalf  so long as  Tenant
          commences  such repair within 5 days after notice from Landlord and is
          diligently pursuing the same to completion.

          If, pursuant to the terms of this Lease, Tenant is responsible for the
          repair  and   maintenance   of  the  heating,   ventilating   and  air
          conditioning  units  servicing the Premises,  within 30 days following
          Landlord's   receipt  of  written  demand   therefor   accompanied  by
          documented  evidence of any such  expense,  Landlord  shall  reimburse
          Tenant for the costs of repairs,  maintenance  and  replacement of the
          heating,  ventilating  and air  conditioning  units servicing the 2051
          Building  in excess of normal  repair and  maintenance  (as defined in
          Section IV.C.7(r)) until the day following  substantial  completion of
          the HVAC  Replacement  Work (as defined in Section IX.B of this Lease)
          with  respect  to the 2051  Building  and for the  costs  of  repairs,
          maintenance  and  replacement  of the  heating,  ventilating  and  air
          conditioning  units  servicing  the 2061  Building in excess of normal
          repair and maintenance until the day following substantial  completion
          of the HVAC  Replacement  Work  with  respect  to the  2061  Building;
          provided that  Landlord's  obligation to reimburse  Tenant as provided
          above  shall in no event  apply to the extent  that any such items are
          covered  under  Tenant's  Service   Contract.   For  purposes  of  the
          foregoing, "normal repair and maintenance" shall have the same meaning
          as given in Section IV.C.7(r).

          If Tenant is the Sole  Tenant of the  Building  (as defined in Section
          VII.A.1.  above)  Tenant,  at Tenant's own expense,  shall procure and
          maintain in full force and effect, a  maintenance/service  contract(s)
          (the "Service Contract"),  in a form and with a maintenance contractor
          reasonably   approved  by   Landlord,   providing   for  the  service,
          maintenance  and  repair  of all  (i)  heating,  ventilating  and  air
          conditioning systems and equipment,  (ii) fire/life safety systems and
          equipment,  and (iii) if required  by  Landlord,  any other  plumbing,
          electrical or mechanical  systems and equipment  serving the Building.
          The service  contract(s)  must include all  services  suggested by the
          equipment   manufacturer  within  the   operation/maintenance   manual
          relating to such equipment and systems and must become effective and a
          copy thereof  delivered to Landlord  within thirty (30) days after the
          Commencement  Date with respect to items (i) and (ii) above, or within
          30 days after  requested by Landlord with respect to item (iii) above.
          Tenant shall follow all reasonable  recommendations of said contractor
          for the maintenance and repair of the equipment and systems covered by
          the Service  Contract.  The Service  Contract  shall  provide that the
          contractor shall perform regularly scheduled inspections, preventative
          maintenance and service on the covered equipment and systems, and that
          having made such inspections, said contractor shall furnish a complete
          report of any defective  conditions  found to be existing with respect
          to such equipment,  together with any recommendations for maintenance,
          repair and/or replacement  thereof.  Said report shall be furnished to
          Tenant with a copy to Landlord.  Landlord  may, upon notice to Tenant,
          enter into such a service  contract on behalf of Tenant or perform the
          work and in either case charge  Tenant the cost  thereof  along with a
          reasonable amount for Landlord's overhead.

          Notwithstanding  the foregoing,  except to the extent caused by Tenant
          or any of Tenant's agents, employees,  contractors or invitees, to the
          extent that any single  capital  improvement  (as  distinguished  from
          replacement  parts or components  installed in the ordinary  course of
          business) must be made to properly  repair,  maintain,  or replace any
          portion of the Premises for which  Tenant is  responsible  (including,
          without  limitation,  Tenant's  responsibility  to comply with Laws as
          expressly provided in this Lease), and the cost of such single capital
          improvement exceeds $25,000.00 (an "Amortizable Capital Improvement"),
          so long as Tenant  occupies 50% of the  Premises,  Tenant may elect to
          pay the amortized portions of the cost of any such Amortizable Capital
          Improvement which costs shall be amortized by Landlord over the lesser
          of the Payback Period (as defined in this Lease) or the useful life of
          the capital improvement as reasonably determined by Landlord.

          Landlord  shall,  on  Tenant's  behalf  and at no  cost  to  Landlord,
          diligently and reasonably  enforce existing  warranties and guarantees
          that cover any of Tenant's  repair and maintenance  obligations  under
          this Lease;  provided,  however,  that the foregoing shall in no event
          reduce or otherwise diminish Tenant's  obligations under the terms and
          conditions  of this  Lease.  To the  extent a repair  and  maintenance
          obligation under this Lease is Tenant's responsibility and Landlord is
          the  beneficiary  of an existing and  unexpired  warranty or guaranty,
          Tenant  shall not be obligated  for the costs and  expenses  which are
          expressly covered by any such warranty and or guaranty  (excluding any
          required contributions), whether or not Landlord actually receives the
          benefit thereof;  provided,  however, the foregoing shall not apply in
          the  event  and  to  the  extent  that  Tenant  or  any  Tenant  Party
          invalidates,  disqualifies  or  performs  any  act  or  omission  that
          adversely affects the validity and /or effectiveness or enforceability
          of any such warranty and/or guaranty.

          Notwithstanding  anything to the contrary contained herein, during the
          first 12 months of the initial Lease Term only,  Landlord,  not Tenant
          shall be responsible for any costs for repairs and replacements beyond
          normal wear and tear to the  Premises,  the Buildings and the Project,
          as reasonably  determined by Landlord,  except to the extent caused or
          exacerbated directly or indirectly by Tenant or any Tenant Party.

     B.   Landlord's  Repair  Obligations.  Except to the  extent  the same is a
          Tenant obligation pursuant to the terms of this Lease,  Landlord shall
          keep and  maintain in good  repair and working  order (and in a manner
          consistent with comparable Class A office and research and development
          buildings  (as  defined  below))  and  make  repairs  to  and  perform
          maintenance upon: (1) structural elements of the Building  (including,
          without  limitation,  the  foundation  and  exterior  and load bearing
          walls);  (2)  mechanical  (including  HVAC),   electrical,   plumbing,
          underground  utilities (including sewer and storm drain) and fire/life
          safety systems  serving the Building in general;  (3) Exterior  Common
          Areas;  (4) the roof of the  Building;  (5)  exterior  windows  of the
          Building;  and (6) elevators serving the Building. For purposes of the
          foregoing,  "Class A office and  research and  development  buildings"
          shall mean the buildings and projects  owned by Landlord or any of its
          affiliates and located in the San Jose (Mineta)  International Airport
          geographic area. Landlord shall promptly make repairs (considering the
          nature and urgency of the repair) for which  Landlord is  responsible.
          Tenant  hereby  waives  any and  all  rights  under  and  benefits  of
          subsection  1 of  Section  1932,  and  Sections  1941  and 1942 of the
          California  Civil  Code,  or any  similar  or  successor  Laws  now or
          hereinafter in effect.

          Landlord may, at its option and its sole cost and expense, replace the
          heating, ventilating and air conditioning units located in each of the
          2051 Building and in the 2061 Building (the "HVAC Replacement  Work").
          Landlord  and Tenant  agree to  cooperate  with each other in order to
          enable the HVAC  Replacement  Work to be performed in a timely  manner
          and with as little inconvenience to the operation of Tenant's business
          as is  reasonably  possible.  Except in the event  Tenant is  directly
          responsible  for all of the costs  and  expenses  associated  with the
          maintenance,  repair and  replacement of the heating,  ventilating and
          air conditioning  units and the mechanical  equipment related thereto,
          upon  substantial  completion of the HVAC Replacement Work in the 2051
          Building,  Tenant shall be responsible  for Tenant's Pro Rata Share of
          all of the costs and expenses associated with the maintenance,  repair
          and replacement of the heating, ventilating and air conditioning units
          and the mechanical equipment related thereto located the 2051 Building
          (including  material  repairs and  replacements).  Except in the event
          Tenant is  directly  responsible  for all of the  costs  and  expenses
          associated  with  the  maintenance,  repair  and  replacement  of  the
          heating,  ventilating  and air  conditioning  units and the mechanical
          equipment  related thereto,  upon  substantial  completion of the HVAC
          Replacement Work in the 2061 Building, Tenant shall be responsible for
          Tenant's  Pro Rata Share of all of the costs and  expenses  associated
          with  the   maintenance,   repair  and  replacement  of  the  heating,
          ventilating  and air  conditioning  units located in the 2061 Building
          (including  material  repairs and  replacements).  The foregoing in no
          event reduces or modifies Tenant's rights and obligations with respect
          to Amortizable Capital Improvements.

     C.   Alterations.   Tenant  shall  not  make   alterations,   additions  or
          improvements  to the  Premises  or  install  any Cable in the  Project
          outside of the Premises  (collectively  referred to as  "Alterations")
          without  first  obtaining  the  written  consent of  Landlord  in each
          instance, which consent shall not be unreasonably withheld or delayed.
          However,  Landlord's  consent shall not be required for any Alteration
          that   satisfies   all  of  the   following   criteria  (a   "Cosmetic
          Alteration"):   (1)  is  of  a  cosmetic   nature  such  as  painting,
          wallpapering,  hanging pictures and installing  carpeting;  (2) is not
          visible from the  exterior of the  Premises or Building;  (3) will not
          affect the systems or structure  of the  Building or the Project;  and
          (4) does not require  work to be  performed  inside the walls or above
          the  ceiling of the  Premises.  However,  even  though  consent is not
          required,  the performance of Cosmetic Alterations shall be subject to
          all the other  provisions  of this Section IX.C.  Notwithstanding  the
          foregoing,  and so long as  Tenant  leases  no  less  than  50% of the
          Premises as  initially  stated  herein,  Tenant  shall have the right,
          without  consent of, but upon at least ten (10)  business  days' prior
          written  notice  to  Landlord,  to make  non-structural,  non-Cosmetic
          Alterations  within the interior of the Premises,  which do not impair
          the value of the  Building or affect the Building  systems,  and which
          cost,  in the  aggregate,  less  than  One  Hundred  Thousand  Dollars
          ($100,000.00)  in any twelve (12) month period during the Term of this
          Lease, provided that such Alterations shall nevertheless be subject to
          all of the remaining  requirements of this Section IX.C other than the
          requirement  of  Landlord's  prior  consent.  Prior to starting  work,
          Tenant shall furnish Landlord with plans and specifications reasonably
          acceptable to Landlord;  names of contractors reasonably acceptable to
          Landlord  (provided that Landlord may designate  specific  contractors
          with  respect to Building  systems);  copies of  contracts;  necessary
          permits and approvals;  evidence of contractor's  and  subcontractor's
          insurance in amounts reasonably  required by Landlord;  and a lien and
          completion bond and/or removal bond if reasonably required by Landlord
          pursuant to the terms hereof. Landlord hereby agrees that it shall not
          require a lien and  completion  bond or a removal bond with respect to
          the Initial Alterations. It shall be deemed reasonable for Landlord to
          require a lien and  completion  bond if the subject  Alteration  shall
          cost in the aggregate  $1,000,000.00 or more, and at or about the time
          Tenant commences  performance of an Alteration,  Tenant's tangible net
          worth  is less  than  $50,000,000.00.  Conversely,  if the cost of the
          Alteration is less than  $1,000,000.00 in the aggregate or if Tenant's
          tangible  net worth is equal to or greater than  $50,000,000.00  at or
          about  the  time  Tenant  commences  performance  of such  Alteration,
          Landlord  shall not  require  Tenant to provide a lien and  completion
          bond for the subject Alteration. Further it shall be deemed reasonable
          for  Landlord to require a removal bond if at or about the time Tenant
          commences performance of an Alteration, Tenant's tangible net worth is
          less than  $50,000,000.00  and the costs and expenses  associated with
          the removal of such  Alteration,  together with other  Alterations  or
          improvements of which,  pursuant to the terms of this Lease,  Landlord
          may require or has  indicated  that it will  require  removal upon the
          expiration or earlier termination of this Lease, collectively, exceeds
          $100,000.00. Conversely, if the costs and expenses associated with the
          removal  of  such  Alteration,  together  with  other  Alterations  or
          improvements of which,  pursuant to the terms of this Lease,  Landlord
          may require or has  indicated  that it will  require  removal upon the
          expiration or earlier termination of this Lease, collectively, is less
          than  $100,000.00  or if  Tenant's  tangible  net worth is equal to or
          greater  than  $50,000,000.00  at or about the time  Tenant  commences
          performance of such  Alteration,  Landlord shall not require Tenant to
          provide a removal bond for the subject Alteration.  Alternatively,  if
          Landlord is entitled  to request a lien and  completion  bond and/or a
          removal bond in  accordance  with the  foregoing,  Tenant may elect to
          instead  provide  a  letter  of  credit  (in   conformance   with  the
          requirements  set forth in  Article VI of this Lease for the Letter of
          Credit) in the amount  equal to the  completion  costs of the  subject
          Alteration  and/or  the  removal  costs  of  the  subject  Alteration,
          together with other Alterations or improvements of which,  pursuant to
          the terms of this Lease, Landlord may require or has indicated that it
          will require  removal upon the  expiration or earlier  termination  of
          this Lease,  as the case may be. If Landlord  has  indicated or by the
          terms  hereof is deemed to have  indicated  that  Tenant  shall not be
          obligated to remove any such  Alteration at the  expiration or earlier
          termination  of this Lease,  Landlord shall not be entitled to require
          Tenant to provide a removal bond with respect to the same.  Changes to
          the plans and  specifications  must also be  submitted to Landlord for
          its approval,  which shall not be unreasonably  withheld.  Alterations
          shall be constructed in a good and workmanlike  manner using materials
          of a  quality  that is at least  equal to the  quality  designated  by
          Landlord  as the  minimum  standard  for the  Building.  Landlord  may
          designate  reasonable  rules,   regulations  and  procedures  for  the
          performance of work in the Building and the Project and, to the extent
          reasonably  necessary  to avoid  disruption  to the  occupants  of the
          Building (if any) and the  Project,  shall have the right to designate
          the time when  Alterations  may be performed.  Tenant shall  reimburse
          Landlord  within 30 days after  receipt of an invoice for sums paid by
          Landlord   for  third  party   examination   of  Tenant's   plans  for
          non-Cosmetic Alterations. In addition, within 30 days after receipt of
          an  invoice  from  Landlord,  Tenant  shall  pay  Landlord  a fee  for
          Landlord's oversight and coordination of any non-Cosmetic  Alterations
          as follows:  (i) With respect to an  Alteration  which costs less than
          $25,000.00,   Landlord  shall  not  charge  Tenant  an  oversight  and
          coordination fee, (ii) With respect to an Alteration the cost of which
          is  equal  to  or  in  excess  of   $25,000.00  up  to  and  including
          $100,000.00, an oversight and coordination fee equal to 3% of the cost
          of such non-Cosmetic  Alteration;  (iii) With respect to an Alteration
          the cost of which is in  excess  of  $100,000.00  up to and  including
          $250,000.00, an oversight and coordination fee equal to 4% of the cost
          of such  non-Cosmetic  Alteration;  (iv) With respect to an Alteration
          the cost of which is in  excess  of  $250,000.00  up to and  including
          $500,000.00, an oversight and coordination fee equal to 3% of the cost
          of such non-Cosmetic Alteration; and (v) With respect to an Alteration
          the  cost of which is in  excess  of  $500,000.00,  an  oversight  and
          coordination  fee  equal  to 2%  of  the  cost  of  such  non-Cosmetic
          Alteration.  The foregoing  oversight and  coordination  fee shall not
          apply  to the  Initial  Alterations.  Upon  completion,  Tenant  shall
          furnish "as-built" plans (except for Cosmetic Alterations), completion
          affidavits,  full and final  waivers of lien in recordable  form,  and
          receipted bills covering all labor and materials.  Tenant shall assure
          that the Alterations comply with all insurance  requirements and Laws.
          Landlord's  approval of an Alteration shall not be a representation by
          Landlord that the Alteration  complies with applicable Laws or will be
          adequate for Tenant's use.  Landlord shall respond to Tenant's written
          request for consent for a proposed  Alteration within 15 Business Days
          following  Landlord's  receipt thereof plus any documents or materials
          or other items  reasonably  necessary  for Landlord to fully  consider
          Tenant's request.  Notwithstanding  anything to the contrary contained
          herein, so long as Tenant's written request for consent for a proposed
          Alteration  contains the following statement in large, bold and capped
          font "PURSUANT TO SECTION IX.C OF THE LEASE,  IF LANDLORD  CONSENTS TO
          THE  SUBJECT  ALTERATION,  LANDLORD  SHALL  NOTIFY  TENANT IN  WRITING
          WHETHER OR NOT LANDLORD WILL REQUIRE SUCH  ALTERATION TO BE REMOVED AT
          THE  EXPIRATION  OR EARLIER  TERMINATION  OF THE  LEASE",  at the time
          Landlord gives its consent for any  Alterations,  Tenant shall also be
          notified whether or not Landlord will require that such Alterations be
          removed  upon the  expiration  or earlier  termination  of this Lease.
          Notwithstanding  anything to the contrary contained in this Lease, and
          except with  respect to any portion of the Initial  Alterations  which
          are not considered a Required  Removable as defined in Article VIII of
          this Lease, at the expiration or earlier termination of this Lease and
          otherwise  in  accordance  with  Article XXX hereof,  Tenant  shall be
          required to remove all Alterations made to the Premises except for any
          such Alterations  which Landlord  expressly  indicates or is deemed to
          have  indicated  shall not be required to be removed from the Premises
          by Tenant.  If Tenant's  written notice does not strictly  comply with
          the foregoing and if Landlord fails to so notify  Tenant,  it shall be
          assumed that Landlord will require their removal. If Landlord fails to
          respond to Tenant's written request within such 15 Business Day period
          described  above,  and if the reasonable  removal costs of the subject
          Alteration is less than $100,000.00,  Landlord shall be deemed to have
          approved  such  Alteration;  provided,  however,  notwithstanding  the
          foregoing,  regardless  of  such  deemed  consent  to any  Alteration,
          Landlord  shall remain  entitled to require any such  Alteration to be
          removed from the Premises at expiration or early  termination  of this
          Lease in  accordance  with the  terms  hereof.  If  Landlord  fails to
          respond to Tenant's written request within such 15 Business Day period
          described  above,  and if the reasonable  removal costs of the subject
          Alteration  is equal to or more than  $100,000.00,  Landlord  shall be
          deemed to have disapproved such Alteration.

          Subject  to the  terms  of  this  Section  IX.C,  Landlord  shall  not
          unreasonably  withhold,  condition or delay  consent to the  following
          improvements  in,  and so long as  Tenant  is the Sole  Tenant  of the
          Building, outside or under the Premises: (a) installation of fixtures,
          sheds,  containers,  equipment  (including  trade  fixtures  that  are
          attached to the real estate),  conduits,  Cabling,  pads,  enclosures,
          security cameras and systems components,  lighting,  benches,  tables,
          chairs,  umbrellas,  sports  courts and other  outdoor  amenities of a
          nature that is consistent with the Project, equipment on either of the
          rooftops  (so long as the same is not visible from the ground and does
          not interfere with any of Landlord's  HVAC  equipment  located on such
          roof as of the  date  of  this  Lease).  Further,  Landlord's  fee for
          oversight and coordination shall not apply to the foregoing.

X.   Use of Electrical Services by Tenant.

     A.   Electricity used by Tenant in the Premises shall be paid for by Tenant
          by  separate  charge  billed by the  applicable  utility  company  and
          payable directly by Tenant.  Electrical service to the Premises may be
          furnished by one or more companies  providing  electrical  generation,
          transmission  and distribution  services,  and the cost of electricity
          may consist of several  different  components or separate  charges for
          such  services,  such as  generation,  distribution  and stranded cost
          charges. Landlord shall have the exclusive right to select any company
          providing  electrical  service  to  the  Premises,  to  aggregate  the
          electrical service for the Property and Premises with other buildings,
          to purchase  electricity  through a broker  and/or buyers group and to
          change the providers and manner of purchasing  electricity;  provided,
          however,  that the foregoing  shall not apply so long as Tenant is the
          Sole  Tenant of the  Building,  in which  event,  Tenant  may select a
          company to provide  electrical  service to the  Premises at no cost to
          Landlord and so long as Landlord  shall have no obligation to make any
          alterations or improvements to the Project in connection therewith.

     B.   Tenant's  use of  electrical  service  shall  not  exceed,  either  in
          voltage,  rated capacity,  or overall load, Tenant's Pro Rata Share of
          the electrical  capacity of the Building.  In the event that Tenant is
          not the Sole Tenant of the Building,  Landlord shall have the right to
          separately  meter  electrical  usage for the  Premises  and to measure
          electrical usage by survey or other commonly accepted methods.

XI.  Entry by Landlord.

     Subject  to  the  terms  hereof,  Landlord,  its  agents,  contractors  and
representatives  may enter the  Premises to inspect the  Premises,  to clean and
make  repairs,  alterations  or  additions  to the  Premises,  and to conduct or
facilitate  repairs,  alterations or additions to any portion of the Building or
the Project,  including other tenants'  premises (if any), and, during the final
12  months  of the  Term (as the same may be  extended),  show the  Premises  to
prospective  tenants.  Except in emergencies or to provide  janitorial and other
Building services after Normal Business Hours (to the extent that the same is or
becomes a Landlord  obligation  under the terms of this Lease),  Landlord  shall
provide  Tenant  with no less  than 24 hours  prior  notice  of  entry  into the
Premises,  which may be given orally. If reasonably necessary for the protection
and  safety  of  Tenant  and its  employees,  Landlord  shall  have the right to
temporarily  close  all  or a  portion  of  the  Premises  to  perform  repairs,
alterations and additions.  However,  except in  emergencies,  Landlord will not
close the Premises if the work can reasonably be completed on weekends and after
Normal  Business  Hours.  Entry by Landlord  shall not  constitute  constructive
eviction or entitle Tenant to an abatement or reduction of Rent.

Notwithstanding the foregoing,  Tenant, at its own expense, may designate all or
a portion of the Premises as a "Secured  Area" and provide its own locks to such
area ("Secured Area"). Tenant need not furnish Landlord with a key, but upon the
Termination  Date or earlier  expiration  or  termination  of Tenant's  right to
possession,  Tenant shall surrender all such keys to Landlord.  If Landlord must
gain access to a Secured Area in a  non-emergency  situation  (i.e.,  to perform
Landlord's  maintenance and repair  obligations  within the Premises),  Landlord
shall contact Tenant in writing or orally, and Landlord and Tenant shall arrange
a mutually  agreed upon time for Landlord to have such  access,  no less than 24
hours  thereafter.  Landlord shall comply with all reasonable  security measures
pertaining to the Secured Area.  If Landlord  determines in its sole  discretion
that  an  emergency  in  the  Building  or  the  Premises,   including,  without
limitation,  a suspected fire or flood,  requires Landlord to gain access to the
Secured Area,  Tenant hereby  authorizes  Landlord to forcibly enter the Secured
Area. In such event,  Landlord shall have no liability whatsoever to Tenant, and
Tenant shall pay all  reasonable  expenses  incurred by Landlord in repairing or
reconstructing  any entrance,  corridor,  door or other portions of the Premises
damaged  as a result of a forcible  entry by  Landlord.  Landlord  shall have no
obligation to provide either janitorial service or cleaning in the Secured Area.

XII. Assignment and Subletting.

     A.   Except in  connection  with a Permitted  Transfer  (defined in Section
          XII.E. below), Tenant shall not assign, sublease, transfer or encumber
          any interest in this Lease or allow any third party to use any portion
          of the Premises  (collectively or individually,  a "Transfer") without
          the prior  written  consent of Landlord,  which  consent  shall not be
          unreasonably  withheld  if  Landlord  does not elect to  exercise  its
          termination rights under Section XII.B below. Tenant's written request
          for consent shall  conspicuously  contain the  following  statement in
          large,  bold and capped font:  "LANDLORD SHALL RESPOND TO THIS REQUEST
          FROM TENANT WITHIN 10 BUSINESS DAYS  FOLLOWING  LANDLORD'S  RECEIPT OF
          THIS NOTICE TOGETHER WITH THE DOCUMENTS AND OTHER MATERIAL REQUIRED OF
          TENANT PURSUANT TO SECTION XII.B OF THE LEASE.".  Without  limitation,
          it  is  agreed  that  Landlord's   consent  shall  not  be  considered
          unreasonably  withheld if: (1) Landlord reasonably determines that the
          proposed  subtenant or proposed assignee cannot reasonably be expected
          to be able to  perform  its  obligations  under the  sublease  or this
          Lease, as the case may be; (2) the proposed  transferee's  business is
          not  suitable  for the Project  considering  the business of the other
          tenants and the prestige of the Project;  (3) the proposed  transferee
          is a  governmental  agency or occupant of the Property or the Project,
          provided that Landlord  will not withhold its consent  solely  because
          the transferee is a government agency if the Transfer would not impose
          any  additional  obligations  on  Landlord  or result in an  excessive
          amount of foot traffic to and from the Premises or an excessive amount
          of people  per  square  foot  within  the  Premises;  (4) Tenant is in
          default  after the  expiration  of the notice and cure periods in this
          Lease; or (5) any portion of the Premises, the Building or the Project
          would likely  become  subject to  additional  or  different  Laws as a
          consequence of the proposed Transfer,  unless Tenant agrees to pay all
          costs and  expenses  incurred  by Landlord  as a result  thereof,  and
          Landlord shall have the right to collect from Tenant, in advance, such
          amounts as Landlord may reasonably  require as advance  payment of all
          or a portion of such costs and  expenses.  Notwithstanding  the above,
          Landlord  will not  withhold its consent  solely  because the proposed
          subtenant or assignee is an occupant of the Property or the Project if
          Landlord  does not have space  available  for lease in the Property or
          the Project that is comparable  to the space Tenant  desires to sublet
          or assign.  Landlord  shall be deemed to have  comparable  space if it
          has, or will have,  space  available  that is  approximately  the same
          size,  similar  location  (i.e.,  within the same  general area of the
          Project),  general layout and level of improvement as the space Tenant
          desires  to  sublet  or  assign   within  3  months  of  the  proposed
          commencement  of the proposed  sublease or  assignment.  Tenant hereby
          waives the  provisions  of Section  1995.310 of the  California  Civil
          Code, or any similar or successor  Laws, now or hereinafter in effect,
          and all other remedies,  including,  without limitation,  any right at
          law or equity to terminate  this Lease,  on its own behalf and, to the
          extent  permitted under all applicable Laws, on behalf of the proposed
          transferee. Any attempted Transfer in violation of this Article shall,
          at  Landlord's  option,  be void.  Consent by  Landlord to one or more
          Transfer(s)  shall not  operate  as a waiver of  Landlord's  rights to
          approve any  subsequent  Transfers.  In no event shall any Transfer or
          Permitted Transfer release or relieve Tenant from any obligation under
          this Lease.

     B.   As part of its request for  Landlord's  consent to a Transfer,  Tenant
          shall provide  Landlord  with  financial  statements  for the proposed
          transferee,  a complete copy of the proposed assignment,  sublease and
          other contractual documents and such other information as Landlord may
          reasonably request. If Tenant's written request for Landlord's consent
          contains  the  statement  required in Section  XII.A  above,  Landlord
          shall,  by written  notice to Tenant  within 10  Business  Days of its
          receipt of the required  information and  documentation,  either:  (1)
          consent to the Transfer by the  execution of a consent  agreement in a
          form reasonably designated by Landlord or reasonably refuse to consent
          to the  Transfer in writing;  or (2)  exercise  its right to terminate
          this Lease with respect to the entire Premises, if Tenant is proposing
          to assign the Lease,  or with  respect to the portion of the  Premises
          that Tenant is  proposing  to sublet,  (a), if the  proposed  sublease
          term, with or without renewal options  relating  thereto,  is for more
          than 50% of the then  remaining  Term of this  Lease  (as the same may
          have been  extended),  and (b) if the proposed  sublease (if approved)
          would collectively  result in greater than 50,000 rentable square feet
          of the Premises  being  subject to sublease.  In the event of any such
          termination,  Landlord  shall be liable for the costs and  expenses of
          demising the portion of the Premises recaptured by Landlord.  Any such
          termination  shall be effective on the proposed  effective date of the
          Transfer  for  which  Tenant  requested  consent.  In  the  case  of a
          sublease,  if a proposed  Transfer  regards a portion of the  Premises
          covering less than 3,000 rentable square feet, and Landlord has failed
          to respond within the 10 Business Day period described above, Landlord
          shall be deemed to have approved such proposed  Transfer.  In the case
          of a  sublease,  if a  proposed  Transfer  regards  a  portion  of the
          Premises covering 3,000 rentable square feet or more, and Landlord has
          failed to respond within the 10 Business Day period  described  above,
          Tenant  may,  within 2 Business  Days after the  expiration  of the 10
          Business Day period,  provide  Landlord with a second written  request
          for consent.  If Tenant fails to so provide a second  written  notice,
          Landlord shall be deemed to have disapproved  such proposed  Transfer.
          Such  second  request  shall  identify  the  proposed   Transfer  with
          particularity (i.e., transferee, subject portion of the Premises, term
          of  sublease),  indicate the date the first request (plus all required
          documentation and additional  information as described in this Section
          XII.B  above)  was  delivered  to  Landlord,  and shall  conspicuously
          contain the following  statement in large,  bold capped font: "THIS IS
          TENANT'S SECOND WRITTEN REQUEST FOR LANLDORD'S  CONSENT TO THE SUBJECT
          PROPOSED  TRANSFER.  PURSUANT TO SECTION XII.B OF THE LEASE,  LANDLORD
          SHALL  RESPOND TO THIS  REQUEST  FROM TENANT  WITHIN 5 DAYS  FOLLOWING
          LANDLORD'S  RECEIPT OF THIS NOTICE.  FAILURE BY LANDLORD TO SO RESPOND
          SHALL  BE  DEEMED  APPROVAL  OF  TENANT'S   REQUEST  OF  THE  PROPOSED
          TRANSFER."  If  Tenant's  second  written  request  complies  with the
          foregoing  terms  and  Landlord  fails to  respond  within  such 5 day
          period,  Landlord  shall be  deemed  to have  approved  such  proposed
          Transfer.  Tenant  shall pay Landlord a review fee equal to the actual
          costs,  expenses and attorney fees,  including  costs  attributable to
          time expended by in house counsel,  accountants or other  personnel of
          Landlord,  incurred for Landlord's review of any Permitted Transfer or
          requested  Transfer,  including the preparation and negotiation of any
          consent  required of Landlord  related  thereto.  Notwithstanding  the
          foregoing, such costs and expenses shall not exceed $3,000.00.

     C.   Except with respect to any Permitted Transfers,  Related Transfers and
          Consent  Required  Transfers  (as such  terms  are  defined  in either
          Sections  XII.D or XII.E below),  Tenant shall pay Landlord 50% of all
          rent and other  consideration  which Tenant  receives as a result of a
          Transfer  that is in excess of the Rent  payable to  Landlord  for the
          portion of the Premises and Term covered by the Transfer. Tenant shall
          pay Landlord for  Landlord's  share of any excess within 30 days after
          Tenant's receipt of such excess consideration.  Tenant may deduct from
          the excess all reasonable and customary  expenses directly incurred by
          Tenant  attributable  to the Transfer  (other than  Landlord's  review
          fee),  including  brokerage fees, legal fees,  construction  costs and
          Vacancy Costs related  solely to the  Transfer.  For purposes  hereof,
          "Vacancy  Costs"  shall  mean an amount not to exceed 3 months of Base
          Rent and Tenant's Share of Expenses and Taxes to the extent applicable
          to the subject portion of the Premises which is covered by the subject
          sublease (the "Sublease Space") but only to the extent Tenant has paid
          such Rent to Landlord  for the Sublease  Space and the Sublease  Space
          was vacated  and not used or  occupied by any party and Tenant,  while
          making  reasonable  and good faith  efforts to sublease  the  Sublease
          Space, was reasonably unable to do so. Landlord may request and Tenant
          shall  provide any  reasonable  information  necessary to determine if
          Tenant is entitled to deduct  Vacancy  Costs as  described  above.  If
          Tenant is in  Monetary  Default  (defined  in Section  XIX.A.  below),
          Landlord may require that all  sublease  payments be made  directly to
          Landlord,  in which case Tenant shall receive a credit against Rent in
          the amount of any  payments  received  (less  Landlord's  share of any
          excess).

     D.   Except as  provided  below with  respect to a Permitted  Transfer,  if
          Tenant is a  corporation,  a  transfer  of  corporate  shares by sale,
          assignment,   bequest,   inheritance,   operation   of  law  or  other
          disposition  (including such a transfer to or by a receiver or trustee
          in  federal  or state  bankruptcy,  insolvency  or other  proceedings)
          resulting in a change in the present  control of such  corporation  or
          any of its  parent  corporations  by the  person or  persons  owning a
          majority of said  corporate  shares,  shall  constitute a Transfer for
          purposes of this Lease.  The foregoing shall not apply so long as: (i)
          Tenant is an entity whose  outstanding stock is listed on a recognized
          security exchange,  or if at least 80% of its voting stock is owned by
          another entity,  the voting stock of which is so listed,  or (ii) to a
          single  transfer (or series of related  transfers that are part of the
          same  general  transaction  and  which  proximately  occur)  of all or
          substantially  all of the  capital  stock of Tenant  to one  recipient
          (whether an  individual or an entity).  The  foregoing  also shall not
          apply to the  infusion of  additional  equity  capital in Tenant or an
          initial  public  offering  of equity  securities  of Tenant  under the
          Securities  Act of 1933, as amended,  which results in Tenant's  stock
          being traded on a national  securities  exchange,  including,  but not
          limited to, the NYSE,  the NASDAQ Stock Market or the NASDAQ Small Cap
          Market System. If Tenant is a limited liability company,  partnership,
          or similar entity, and if the entity which owns or controls a majority
          of the  voting  shares/rights  at any  time  changes  for  any  reason
          (including   but  not   limited   to  a   merger,   consolidation   or
          reorganization),  such change of ownership or control shall constitute
          a Transfer.  To the extent that any Transfer described in this Section
          XII.D does  require  Landlord's  prior  consent as provided  herein (a
          "Consent Required Transfer"), Landlord shall not unreasonably withhold
          its consent (as such standard of consent is described in Section XII.A
          above) and,  in such event and with  respect to the  specific  Consent
          Required Transfer only,  Landlord hereby waives its right to recapture
          the  Premises  as  provided  in  Section  XII.B  above.   If  Landlord
          determines it may reasonably withhold consent to such Consent Required
          Transfer, Landlord hereby agrees that if within 10 days after Landlord
          withholds its consent to a Consent Required Transfer,  Tenant provides
          to Landlord a written  notice  indicating  Tenant elects to provide to
          Landlord the Reimbursement Fee and the Assignment Security Deposit (as
          each term is defined below) and,  concurrently with the closing of any
          such transaction, Tenant provides to Landlord: (x) a reimbursement fee
          (the "Reimbursement Fee") in an amount equal to $1,091,000.00 per each
          12 month period then remaining on the initial Term of this Lease (plus
          any portion of any 12 month period then  remaining on the initial Term
          of this Lease determined on a pro rata basis), which amount reimburses
          Landlord for its leasing costs and expenses associated with this Lease
          (but  expressly does not include any rents) and (y) a letter of credit
          in  accordance  with the terms and  conditions  of  Article VI of this
          Lease in an amount equal to 12 months of Base Rent and Additional Rent
          at the  rates  then in  effect  (the  "Assignment  Security  Deposit")
          pursuant to the terms of this Lease,  then Landlord shall approve such
          Consent Required  Transfer  (subject to Landlord's  receipt of each of
          the Assignment  Security Deposit and the Reimbursement Fee as provided
          above).  Landlord shall hold the Assignment Security Deposit as a part
          of the Security  Deposit in accordance  with Article VI of this Lease.
          For  illustration  purposes  only, if 42 months were  remaining of the
          initial  Term  at  the  time  of  a  Consent  Required  Transfer,  the
          Reimbursement Fee would equal $3,818,500.00  ($1,091,000.00 multiplied
          by 3.5). At Landlord's election,  Tenant shall provide to Landlord the
          Reimbursement  Fee in the form of  either:  (1) a good and  sufficient
          cashier's check or wire transfer to an account indicated in writing by
          Landlord,  or (2) a letter of credit.  In the event Landlord  requires
          Tenant to  provide a letter of  credit,  such  letter of credit  shall
          comply with the terms and  conditions  of Article VI of this Lease and
          shall   expressly  state  that  Landlord  may  draw  down  the  entire
          outstanding  amount  thereof  upon  demand  by  Landlord  and  without
          inquiry.

     E.   So long as Tenant is not entering into the Permitted  Transfer for the
          purpose of avoiding or otherwise  circumventing the remaining terms of
          this Article  XII,  Tenant may assign its entire  interest  under this
          Lease,  without  the  consent  of  Landlord,   to  (i)  an  affiliate,
          subsidiary,  or parent of Tenant,  or a  corporation,  partnership  or
          other  legal  entity   wholly  owned  by  Tenant   (collectively,   an
          "Affiliated  Party"),  or (ii) a  successor  to  Tenant  by  purchase,
          merger,  consolidation  or  reorganization,  provided  that all of the
          following  conditions  are satisfied  (each such Transfer a "Permitted
          Transfer" and any transferee of such Permitted Transfer,  a "Permitted
          Transferee"): (1) Tenant is not in default under this Lease beyond any
          applicable  cure  periods;  (2) the  Permitted  Use does not allow the
          Premises  to be used  for  retail  purposes;  (3)  Tenant  shall  give
          Landlord  written  notice at least 10 days prior to the effective date
          of the  proposed  Permitted  Transfer;  (4) with respect to a proposed
          Permitted Transfer to an Affiliated Party,  Tenant continues to have a
          tangible net worth equal to no less than $65,000,000.00;  and (5) with
          respect to a purchase, merger,  consolidation or reorganization or any
          Permitted  Transfer  which  results  in Tenant  ceasing  to exist as a
          separate  legal  entity,  (a)  Tenant's  successor  shall  own  all or
          substantially all of the assets of Tenant,  and (b) Tenant's successor
          shall have a tangible net worth which is no less than  $65,000,000.00.
          Tenant's   notice  to   Landlord   shall   include   information   and
          documentation  showing  that  each of the  above  conditions  has been
          satisfied.  If requested by Landlord,  Tenant's successor shall sign a
          commercially  reasonable form of assumption agreement. As used herein,
          (A)  "parent"  shall mean a company  which owns a majority of Tenant's
          voting equity;  (B) "subsidiary"  shall mean an entity wholly owned by
          Tenant or at least 51% of whose voting equity is owned by Tenant;  and
          (C) "affiliate" shall mean an entity controlled,  controlling or under
          common control with Tenant.

          In the  event  Tenant's  proposed  Transfer  does not  satisfy  either
          requirement  (4)  above or  (5)(b)  above,  as the  case  may be,  but
          satisfies all other  requirements of a Permitted  Transfer (a "Related
          Transfer"),  Landlord  shall have a right to  consent to such  Related
          Transfer in accordance  with the terms of this Article XII;  provided,
          however,  that in  such  event  Landlord  shall  waive  its  right  to
          recapture the subject portion of the Premises to the extent such right
          arises by the  terms of this  Lease.  If  Landlord  determines  it may
          reasonably withhold consent to such Related Transfer,  Landlord hereby
          agrees  that if  Tenant  provides  to  Landlord  a letter of credit in
          accordance  with the terms and conditions of Article VI of this Lease,
          or other credit  enhancement  as reasonably  required by Landlord (the
          "Additional  Security  Deposit"),  in an amount  equal to 12 months of
          Base Rent and Additional  Rent at the rates then in effect pursuant to
          the terms of this Lease,  Landlord shall approve such Related Transfer
          (subject to Landlord's  receipt of the Additional  Security  Deposit).
          Landlord shall hold the Additional  Security  Deposit as a part of the
          Security Deposit in accordance with Article VI of this Lease.

     F.   Notwithstanding  anything in this Article XII to the contrary,  Tenant
          shall  be  permitted  from  time  to time to  permit  its  independent
          contractors  ("Approved Users") to temporarily occupy space within the
          Premises in order to make such independent contractors more accessible
          to Tenant,  provided that (a) Tenant does not  separately  demise such
          space; (b) the Approved Users shall not occupy, in the aggregate, more
          than 10% of the rentable area in the Premises;  (c) the Approved Users
          occupy space in the Premises  for the  Permitted  Use and for no other
          purpose;  (d) all Approved Users shall be  independent  contractors of
          Tenant and shall  occupy  space in the  Premises  only so long as such
          Approved Users is an independent  contractor of Tenant; and (e) Tenant
          notifies  Landlord,  in writing,  of the identity of any such Approved
          Users  prior to  occupancy  of any  portion  of the  Premises  by such
          Approved  Users.  If any  Approved  Users  occupy  any  portion of the
          Premises as described herein, it is agreed that (i) the Approved Users
          must comply with all  provisions  of this Lease,  and a default by any
          Approved  User shall be deemed a default by Tenant  under this  Lease;
          (ii) all  notices  required  of  Landlord  under this  Lease  shall be
          forwarded  only to Tenant in  accordance  with the terms of this Lease
          and in no event shall  Landlord be required to send any notices to any
          Approved  Users;  (iii) in no event shall any use or  occupancy of any
          portion of the Premises by any Approved User release or relieve Tenant
          from any of its obligations  under this Lease;  (iv) the Approved User
          and its  employees,  contractors  and  invitees  visiting or occupying
          space in the  Premises  shall be  deemed  contractors  of  Tenant  for
          purposes of Tenant's  indemnification  obligations in Article XIV; and
          (v) in no event shall the  occupancy of any portion of the Premises by
          Approved  Users be  deemed to  create a  landlord/tenant  relationship
          between  Landlord  and such  Approved  Users,  and, in all  instances,
          Tenant   shall  be   considered   the  sole  tenant  under  the  Lease
          notwithstanding  the  occupancy  of any portion of the Premises by the
          Approved Users.

XIII. Liens.

     Tenant  shall not permit  mechanic's  or other  liens to be placed upon the
Premises,   Building,  Property,  Project  or  Tenant's  leasehold  interest  in
connection  with any work or service done or purportedly  done by or for benefit
of Tenant. If a lien is so placed,  Tenant shall,  within 20 days of notice from
Landlord of the filing of the lien,  fully  discharge  the lien by settling  the
claim which  resulted in the lien or by bonding or insuring over the lien in the
manner  prescribed by the applicable  lien Law. If Tenant fails to discharge the
lien,  then, in addition to any other right or remedy of Landlord,  Landlord may
bond or insure  over the lien or  otherwise  discharge  the lien.  Tenant  shall
reimburse  Landlord  for any amount  paid by Landlord to bond or insure over the
lien or discharge the lien, including, without limitation, reasonable attorneys'
fees (if and to the extent  permitted by Law) within 30 days after receipt of an
invoice from Landlord.

XIV. Indemnity and Waiver of Claims.

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

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

     C.   Landlord and the Landlord Related Parties shall not be liable for, and
          Tenant waives,  all claims for loss or damage to Tenant's  business or
          loss,  theft or damage to  Tenant's  Property  or the  property of any
          person  claiming by, through or under Tenant  resulting from: (1) wind
          or   weather;   (2)  the   failure  of  any   sprinkler,   heating  or
          air-conditioning  equipment,  any electric wiring or any gas, water or
          steam pipes;  (3) the backing up of any sewer pipe or  downspout;  (4)
          the bursting,  leaking or running of any tank, water closet,  drain or
          other pipe;  (5) water,  snow or ice upon or coming  through the roof,
          skylight, stairs, doorways,  windows, walks or any other place upon or
          near the  Buildings  or the  Project;  (6) any act or  omission of any
          party other than  Landlord or Landlord  Related  Parties;  and (7) any
          causes not  reasonably  within the control of  Landlord.  Tenant shall
          insure itself against such losses under Article XV below.

XV.  Insurance.

     Tenant  shall  carry  and  maintain  the  following  insurance   ("Tenant's
Insurance"),  at its sole cost and expense:  (1)  Commercial  General  Liability
Insurance  applicable  to the Premises and its  appurtenances  providing,  on an
occurrence  basis,  a  minimum  combined  single  limit  of  $2,000,000.00;  (2)
Property/Business  Interruption  Insurance  written  on an All  Risk or  Special
Perils form,  with  coverage for broad form water  damage  including  earthquake
sprinkler  leakage,  at  replacement  cost  value  and with a  replacement  cost
endorsement  covering all of Tenant's  business and trade  fixtures,  equipment,
movable  partitions,  furniture,  merchandise and other personal property within
the Premises and any Leasehold  Improvements  performed by or for the benefit of
Tenant ("Tenant's Property"); (3) Workers' Compensation Insurance as required by
the state in which the  Premises is located and in amounts as may be required by
applicable   statute;   and  (4)  Employers   Liability  Coverage  of  at  least
$1,000,000.00  per  occurrence.  Any company  writing any of Tenant's  Insurance
shall have an A.M. Best rating of not less than A-VIII.  All Commercial  General
Liability  Insurance  policies shall name Tenant as a named insured and Landlord
(or any successor),  the managing agent for the Building,  and their  respective
members, principals,  beneficiaries,  partners, officers, directors,  employees,
and agents,  and other  designees of Landlord as the interest of such  designees
shall appear, as additional  insureds.  All policies of Tenant's Insurance shall
contain endorsements that the insurer(s) shall endeavor to give Landlord and its
designees  at least 30 days'  advance  written  notice of any  material  change,
cancellation,  termination or lapse of insurance; provided, however, that in any
event,  Tenant  shall  provide such 30 day advance  written  notice to Landlord.
Tenant  shall  provide  Landlord  with a  certificate  of  insurance  evidencing
Tenant's Insurance prior to the earlier to occur of the Commencement Date or the
date Tenant is provided with possession of the Premises for any reason, and upon
renewals at least 15 days prior to the  expiration  of the  insurance  coverage.
Landlord  shall  maintain  so called All Risk or Special  Perils  form  property
insurance on the Buildings at replacement cost value, as reasonably estimated by
Landlord.  Except as specifically provided to the contrary, the limits of either
party's'  insurance shall not limit such party's  liability under this Lease. In
the event  that  during the Term  Landlord  elects  not to  maintain  earthquake
insurance on the Buildings at replacement cost value, as reasonably estimated by
Landlord,  and such coverage is commercially  available,  Tenant may, but is not
obligated to, require  Landlord to carry such coverage at Tenant's sole cost and
expense  (the cost of which  Tenant  shall pay to  Landlord no less than 10 days
prior to the due date(s) under such policy and  otherwise as  Additional  Rent);
provided,  however,  in the event maintaining such earthquake  insurance has any
adverse impact on Landlord's business practices,  including, without limitation,
Landlord's  policies regarding risk management issues, as the same is determined
by Landlord in its sole discretion,  or results in an increase in other costs to
and/or  expenses of Landlord,  Tenant's right to require  Landlord to carry such
coverage shall not apply. Notwithstanding the foregoing, if (i) maintaining such
earthquake  insurance  results in a  temporary  increase  only in other costs to
and/or  expenses  of  Landlord  which  increase  shall  immediately  cease  upon
termination of such  earthquake  insurance (and in no event shall such increased
costs continue  beyond the early  termination of this Lease or the expiration of
the Term of this Lease, as the same may be extended), and (ii) Tenant agrees to,
becomes  responsible for and pays all such increased costs and expenses  (Tenant
shall pay such  costs to  Landlord  as  Additional  Rent),  Tenant  may  require
Landlord to carry such earthquake insurance in accordance with the terms hereof.
The  foregoing  shall in no event  modify  or amend  Tenant's  obligations  with
respect to its obligations for the payment of deductibles or premiums in general
as provided in this Lease.

XVI. Subrogation.

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

XVII. Casualty Damage.

     A.   If all or any  part of the  Premises  is  damaged  by  fire  or  other
          casualty,  Tenant shall immediately notify Landlord in writing. During
          any period of time that all or a material  portion of the  Premises is
          rendered  reasonably  unusable for the  Permitted Use as a result of a
          fire or other  casualty,  the Rent shall  abate for the portion of the
          Premises  that is  reasonably  unusable for the  Permitted Use and not
          used by Tenant. Landlord, by notice to Tenant within 90 days after the
          date of the casualty, shall have the right to terminate this Lease if:
          (1) the Premises have been materially damaged and there is less than 2
          years  of the Term  remaining  on the  date of the  casualty;  (2) any
          Mortgagee (as defined in Article XXVI of this Lease) requires that the
          insurance  proceeds be applied to the payment of the mortgage debt; or
          (3) subject to the last  sentence of this Section  XVII.A,  a material
          uninsured loss to the Building occurs.  Notwithstanding the foregoing,
          with respect to clauses (2) and (3) above, by providing written notice
          to Landlord (the "Election  Notice") within 10 days following the date
          Landlord  notifies  Tenant:  (i) that a  Mortgagee  requires  that the
          insurance  proceeds be applied to the payment of the mortgage debt, or
          (ii) of Landlord's determination that a casualty results in a material
          uninsured  loss, as the case may be (and which notice  Landlord  shall
          provide  to  Tenant  within  a  reasonable  period  of time  following
          Landlord's determination thereof),  Tenant may elect to pay the entire
          shortfall of all costs and expenses directly and indirectly related to
          the  restoration of the Buildings in accordance with the terms of this
          Lease,  including the costs of permits (the "Restoration  Funds") and,
          following Landlord's receipt of the Restoration Funds,  Landlord shall
          have no right to terminate this Lease. If Tenant elects to pay for the
          restoration  of the  Buildings,  Tenant shall  deliver to Landlord the
          Restoration  Funds within 30 days  following the date Tenant  delivers
          its Election Notice to Landlord.  For purposes of this  paragraph,  an
          uninsured  loss to the  Building  shall mean a casualty not covered by
          the insurance coverages required in this Lease, whether or not a party
          hereto  maintained  such  insurance   coverage.   Notwithstanding  the
          foregoing,  Landlord  will not be  entitled  to  terminate  this Lease
          solely because there is less than 2 years on the Term if Tenant has an
          exercisable  right to renew or extend the Term and  Tenant,  within 10
          days  after  receipt  of  Landlord's  notice of  termination,  validly
          exercises such right.  The foregoing shall not prohibit  Landlord from
          exercising  its right to  terminate  for any of the other  reasons set
          forth herein.  Landlord  shall not in bad faith  terminate  this Lease
          pursuant to the terms of this Section XVII.A solely for the purpose of
          replacing  Tenant  with a  successor  tenant.  If  Landlord  does  not
          terminate  this  Lease,  Landlord  shall  commence  and  proceed  with
          reasonable  diligence  to repair  and  restore  the  Building  and the
          Leasehold Improvements  (excluding any Alterations that were performed
          by Tenant in  violation  of this  Lease).  However,  in no event shall
          Landlord  be  required  to  spend  more  than the  insurance  proceeds
          received by Landlord  (including  deductible  amounts)  provided  that
          Landlord  carries the insurance  required of Landlord  pursuant to the
          terms of this  Lease.  Landlord  shall not be  liable  for any loss or
          damage to Tenant's  Property or to the business of Tenant resulting in
          any way  from  the  fire or other  casualty  or from  the  repair  and
          restoration  of the  damage.  Landlord  and  Tenant  hereby  waive the
          provisions  of any  Law  relating  to the  matters  addressed  in this
          Article,  and agree  that  their  respective  rights  for damage to or
          destruction  of the Premises shall be those  specifically  provided in
          this Lease. Notwithstanding anything to the contrary contained in this
          Article  XVII,  if the total out of pocket  cost to  restore  the 2051
          Building and the 2061 Building, collectively, is less than $500,000.00
          in the  aggregate,  then  Landlord  shall not be entitled to terminate
          this Lease as provided in each of clause (2) and clause (3) above.

          In the event that  Landlord  is entitled  to  terminate  this Lease as
          provided  herein and the  circumstances  are such that the entire 2061
          Building shall be made unusable for the Permitted Use by fire or other
          casualty but the 2051  Building has not been damaged by such  casualty
          and remains usable for the Permitted Use, Landlord shall not terminate
          this  Lease  with  respect  to the  2051  Building  only so  long  as,
          notwithstanding  anything to the contrary  contained herein,  Landlord
          shall  not  incur  any out of  pocket  costs or  expenses  in order to
          continue this Lease in effect solely with respect to the 2051 Building
          (the "Lease  Continuation  Costs").  If Landlord  would incur any such
          Lease Continuation Costs and,  consequently,  elects to terminate this
          Lease, Landlord shall notify Tenant in writing of its election thereof
          (Landlord's "Casualty Termination  Notice");  provided,  however, that
          Tenant may elect to pay all such  costs by  providing  written  notice
          thereof  to  Landlord  within 5 days  following  Tenant's  receipt  of
          Landlord's  Casualty  Termination Notice and, by further delivering to
          Landlord  the  Lease  Continuation  Costs  within  10  days  following
          Tenant's  receipt of Landlord's  Casualty  Termination  Notice and, in
          such event,  Landlord  shall not terminate  this Lease with respect to
          the 2051 Building.

     B.   If all or any portion of the Premises  shall be made  unusable for the
          Permitted  Use  by  fire  or  other  casualty,  Landlord  shall,  with
          reasonable  promptness,  cause  an  architect  or  general  contractor
          selected by Landlord to provide  Landlord and Tenant with a reasonable
          written  estimate  of the  amount of time  required  to  substantially
          complete the repair and  restoration  of the Premises  using  standard
          working methods  ("Completion  Estimate").  If the Completion Estimate
          indicates  that the  Premises  cannot be repaired and restored so that
          Tenant may use the Premises for the Permitted Use within 365 days from
          the date of the  casualty,  then  regardless  of  anything  in Section
          XVII.A  above to the  contrary,  either  party shall have the right to
          terminate  this  Lease by giving  written  notice to the other of such
          election  within 10 days  after  receipt of the  Completion  Estimate.
          Notwithstanding  the foregoing,  if the Completion  Estimate indicates
          that the  Premises  cannot be repaired and restored so that Tenant may
          use the Premises for the  Permitted  Use within 365 days from the date
          of  the  casualty,  within  10  days  following  its  receipt  of  the
          Completion  Estimate,  Tenant may elect in writing to pay all Rent due
          pursuant  to the terms of this  Lease  arising  during  the  period of
          reconstruction  following  the  expiration  of  such  365  day  period
          described above through  substantial  completion of the restoration of
          the Buildings (the  "Casualty  Rent Period") and, in such event,  this
          Lease shall not terminate and Landlord  shall  diligently  and in good
          faith perform the related  restoration  work.  If, during the Casualty
          Rent Period,  Landlord shall receive any rental interruption insurance
          proceeds,  the amount of such  insurance  proceeds  shall be  credited
          against   Tenant's   obligation   to  pay  Rent  during  such  period.
          Notwithstanding  anything to the  contrary  contained  herein,  Tenant
          shall  not  have  the  right to  terminate  this  Lease if the fire or
          casualty was caused by the gross negligence or intentional  misconduct
          of Tenant,  Tenant  Related  Parties or any of  Tenant's  transferees,
          contractors or licensees.

          Notwithstanding  the foregoing,  if Tenant was entitled to but elected
          not to exercise its right to terminate the Lease and Landlord does not
          substantially  complete  the repair and  restoration  of the  Premises
          within 30 days after the  expiration of the  estimated  period of time
          set forth in the Completion  Estimate,  which period shall be extended
          for a  period  of up to 75 days to the  extent  of any  Reconstruction
          Delays,  then  Tenant may  terminate  this Lease by written  notice to
          Landlord  within 15 days after the  expiration of such period,  as the
          same  may  be  extended.   For  purposes  of  this  Lease,   the  term
          "Reconstruction  Delays"  shall  mean:  (i) any  delays  caused by the
          insurance  adjustment  process;  (ii) any delays caused by Tenant; and
          (iii) any delays caused by events of Force Majeure.

     C.   The provisions of this Lease,  including this Article XVII, constitute
          an express  agreement  between Landlord and Tenant with respect to any
          and all damage to, or destruction of, all or any part of the Premises,
          the Building,  the Property or the Project,  and any Laws,  including,
          without  limitation,  Sections  1932(2) and 1933(4) of the  California
          Civil  Code,  with  respect  to any rights or  obligations  concerning
          damage or destruction in the absence of an express  agreement  between
          the parties,  and any similar or successor  Laws now or hereinafter in
          effect,  shall  have no  application  to this  Lease or any  damage or
          destruction  to all or any part of the  Premises,  the  Building,  the
          Property or the Project.

XVIII. Condemnation.

     If the  whole  of the  Premises  or at  least  seventy-five  percent  (75%)
thereof,  should be taken or  condemned  for any public use under any Law, or by
right of eminent  domain,  or by private  purchase in lieu thereof (a "Taking"),
and the Taking would prevent or materially  interfere  with the Permitted Use of
the Premises,  either party shall have the right to terminate  this Lease at its
option. If the whole of the 2051 Building or at least seventy-five percent (75%)
thereof (or such other portion of the 2051 Building which would prohibit  Tenant
from lawfully occupying at least twenty-five percent (25%) of the 2051 Building)
or the whole of the 2061 Building or at least seventy-five percent (75%) thereof
(or such other portion of the 2061  Building  which would  prohibit  Tenant from
lawfully  occupying at least  twenty-five  percent (25%) of the 2061  Building),
should be the subject of a Taking,  and the Taking would  prevent or  materially
and adversely  interfere with the Permitted Use of the 2051 Building or the 2061
Building,  as the case may be,  either  party shall have the right to  terminate
this Lease at its option  with  respect to the  Building  so taken.  In order to
exercise its right to terminate the Lease,  Landlord or Tenant,  as the case may
be, must provide written notice of termination to the other within 45 days after
the terminating party first receives notice of the Taking.  Any such termination
shall be  effective  as of the date the  physical  taking of the Premises or the
portion  of the  Building,  Property  or  Project  occurs.  If this Lease is not
terminated,  the Rentable  Square Footage of the Building,  the Rentable  Square
Footage of the Premises,  the Building's allocable percentage of the Project and
Tenant's Pro Rata Share shall,  if applicable,  be  appropriately  adjusted.  In
addition,  Rent for any  portion of the  Premises  taken or  condemned  shall be
abated  during the  unexpired  Term of this Lease  effective  when the  physical
taking of the portion of the Premises  occurs.  All  compensation  awarded for a
Taking,  or sale  proceeds,  shall be the  property  of  Landlord,  any right to
receive  compensation  or proceeds being  expressly  waived by Tenant.  However,
Tenant shall have the right to claim  separately  from the condemning  authority
such  compensation  as may be  recoverable  by  Tenant  in its own right for the
unamortized  cost of the  Leasehold  Improvements  constructed  and  paid for by
Tenant,  for Tenant's personal  property and trade fixtures,  and for moving and
restoration costs incurred by Tenant,  and for any loss of goodwill,  if any, so
long as it does not prejudice or reduce  Landlord's  claim against or award from
the  condemning  authority.  Tenant  hereby  waives  any and all rights it might
otherwise  have  pursuant to Section  1265.130 of the  California  Code of Civil
Procedure, or any similar or successor Laws.

XIX. Events of Default.

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

     A.   Tenant's  failure to pay when due all or any  portion of the Rent,  if
          the failure  continues  for 3 Business  Days after  written  notice to
          Tenant  ("Monetary  Default").  The  parties  agree that any notice of
          default   required  under  this  Lease  may  be  delivered  to  Tenant
          concurrently with any notice of default required by applicable Law.

     B.   Tenant's  failure  (other than a Monetary  Default) to comply with any
          term, provision or covenant of this Lease, if the failure is not cured
          within 30 days after written  notice to Tenant.  However,  if Tenant's
          failure to comply cannot  reasonably  be cured within 30 days,  Tenant
          shall be allowed  additional  time as is reasonably  necessary to cure
          the  failure  so long as:  (1) Tenant  commences  to cure the  failure
          within 30 days, and (2) Tenant  diligently  pursues a course of action
          that will cure the failure and bring Tenant back into  compliance with
          the Lease.  However, if Tenant's failure to comply creates a hazardous
          condition,  Tenant shall immediate  consult with Landlord and Landlord
          may elect, at Tenant's sole cost and expense, to (i) require Tenant to
          perform whatever remediation,  safety procedures or other work that is
          necessary  to protect  persons and  property  from harm as a result of
          such hazardous  condition as determined by Landlord,  or (ii) Landlord
          shall perform such work. Tenant shall reimburse Landlord for all costs
          and expenses  associated  with the foregoing  within 30 days following
          demand by Landlord.

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

     D.   The filing of any voluntary  petition in bankruptcy by Tenant,  or the
          filing  of  an  involuntary  petition  by  Tenant's  creditors,  which
          involuntary  petition remains undischarged for a period of thirty (30)
          days. If under applicable law, the trustee in bankruptcy or Tenant has
          the right to affirm this Lease and continue to perform the obligations
          of Tenant hereunder, such trustee or Tenant shall, in such time period
          as may be permitted by the bankruptcy court having jurisdiction,  cure
          all  defaults of Tenant  hereunder  outstanding  as of the date of the
          affirmance  of this  Lease  and  provide  to  Landlord  such  adequate
          assurances  as may be  necessary to ensure  Landlord of the  continued
          performance of Tenant's obligations under this Lease.  Notwithstanding
          anything herein to the contrary,  to the extent that the United States
          Bankruptcy  Code  supersedes any of the provisions of this Article XIX
          or stays the  enforcement of any of Landlord's  remedies under Article
          XX, the United States Bankruptcy Code shall control.

     E    Intentionally Omitted.

     F.   Intentionally Omitted.

XX.  Remedies.

     A.   Upon the occurrence of any event or events of default under this Lease
          as described in Article XIX above,  Landlord  shall have the option to
          pursue any one or more of the  following  remedies  without any notice
          (except as  expressly  prescribed  herein) or demand  whatsoever  (and
          without  limiting  the  generality  of the  foregoing,  Tenant  hereby
          specifically  waives  notice and  demand for  payment of Rent or other
          obligations,  except for those notices specifically  required pursuant
          to the terms of Article XIX or this Article XX, including Section XX.H
          below,  and  waives any and all other  notices or demand  requirements
          imposed by applicable law):

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

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

               (b)  The  Worth at the Time of Award of the  amount  by which the
                    unpaid Rent which would have been earned  after  termination
                    until the time of award exceeds the amount of such Rent loss
                    that Tenant  affirmatively proves could have been reasonably
                    avoided;

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

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

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

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

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

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

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

     C.   LANDLORD AND TENANT EACH HEREBY WAIVE, TO THE FULLEST EXTENT PERMITTED
          BY LAW, THE RIGHT TO TRIAL BY JURY IN ANY LITIGATION ARISING OUT OF OR
          RELATING TO THIS LEASE.

     D.   No right or remedy  herein  conferred  upon or reserved to Landlord is
          intended to be  exclusive  of any other right or remedy,  and each and
          every  right and remedy  shall be  cumulative  and in  addition to any
          other right or remedy given hereunder or now or hereafter  existing by
          agreement,  applicable law or in equity. In addition to other remedies
          provided  in this Lease,  Landlord  shall be  entitled,  to the extent
          permitted by  applicable  law, to  injunctive  relief,  or to a decree
          compelling performance of any of the covenants, agreements, conditions
          or  provisions  of this  Lease,  or to any  other  remedy  allowed  to
          Landlord at law or in equity.  Forbearance  by Landlord to enforce one
          or more of the remedies herein provided upon an event of default shall
          not be deemed or construed to constitute a waiver of such default.

     E.   If Tenant is in default beyond any applicable notice and cure periods,
          then, to the extent  permitted by Law,  Landlord  shall be entitled to
          receive  interest  on any  unpaid  item of Rent at a rate equal to the
          lesser of the maximum rate  permitted by Law or the Prime Rate plus 4%
          per annum.  For  purposes  hereof,  the "Prime  Rate" shall be the per
          annum interest rate publicly  announced as its prime or base rate by a
          federally  insured bank selected by Landlord in the state in which the
          Building is located.

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

     G.   Landlord  shall  use  commercially   reasonable  efforts  to  mitigate
          Landlord's damages in the event of a default on the part of Tenant.

     H.   Service of any  statutory  notices  required  in  connection  with any
          rights of the parties  hereto shall be completed in a manner  mandated
          by the applicable  Law,  including  California Code of Civil Procedure
          Section 1162 or any similar or successor statute.

XXI. Limitation of Liability.

     NOTWITHSTANDING  ANYTHING TO THE  CONTRARY  CONTAINED  IN THIS  LEASE,  THE
LIABILITY OF LANDLORD (AND OF ANY SUCCESSOR LANDLORD) TO TENANT SHALL BE LIMITED
TO THE  INTEREST  OF  LANDLORD  IN THE  PROPERTY.  TENANT  SHALL LOOK  SOLELY TO
LANDLORD'S  INTEREST IN THE  PROPERTY  FOR THE RECOVERY OF ANY JUDGMENT OR AWARD
AGAINST  LANDLORD.  NEITHER  LANDLORD  NOR ANY LANDLORD  RELATED  PARTY SHALL BE
PERSONALLY  LIABLE FOR ANY  JUDGMENT OR  DEFICIENCY.  BEFORE  FILING SUIT FOR AN
ALLEGED  DEFAULT BY LANDLORD,  TENANT SHALL GIVE  LANDLORD AND THE  MORTGAGEE(S)
(DEFINED IN ARTICLE  XXVI BELOW) WHOM TENANT HAS BEEN  NOTIFIED  HOLD  MORTGAGES
(DEFINED IN ARTICLE XXVI BELOW) ON THE  PROPERTY,  BUILDING OR PREMISES,  NOTICE
AND REASONABLE TIME TO CURE THE ALLEGED DEFAULT. FOR PURPOSES HEREOF,  "INTEREST
OF LANDLORD IN THE PROPERTY"  SHALL  INCLUDE  RENTS DUE FROM TENANTS,  INSURANCE
PROCEEDS, PROCEEDS FROM CONDEMNATION OR EMINENT DOMAIN PROCEEDINGS (PRIOR TO THE
DISTRIBUTION  OF SAME TO ANY  PARTNER OR  SHAREHOLDER  OF  LANDLORD OR ANY OTHER
THIRD PARTY AND PROCEEDS FROM THE SALE OF THE PROPERTY;  PROVIDED, HOWEVER, THAT
WITH RESPECT TO PROCEEDS  FROM THE SALE OF THE  PROPERTY,  LANDLORD'S  LIABILITY
SHALL EXTEND ONLY TO CLAIMS WHICH ARISE  DURING  LANDLORD'S  PERIOD OF OWNERSHIP
(SO LONG AS ANY SUCH CLAIM IS SUBSEQUENTLY  ADJUDICATED)  AND DURING THE TERM OF
THIS LEASE BUT ONLY AFTER  LANDLORD  FIRST APPLIES ANY SUCH SALE PROCEEDS TO ANY
OUTSTANDING  MORTGAGES AND/OR ANY OTHER ENCUMBRANCES  EXISTING UPON OR OTHERWISE
AFFECTING  THE  PROPERTY  (INCLUDING  ANY  GROUND  LEASE  PAYMENTS)  AND ANY TAX
LIABILITY RESPECTING THE PROPERTY.

XXII. No Waiver.

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

XXIII. Quiet Enjoyment.

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

XXIV. Tenant's Right to Perform Certain Landlord Obligations.

If  Landlord  defaults  in  performing  any of  its  non-structural  repair  and
maintenance  obligations  to the Premises as expressly  stated in this Lease and
such default creates a risk of imminent injury to person or substantial property
damage or  unreasonably  and  materially  interferes  with  Tenant's  ability to
conduct  its  business  at the  Premises,  and such  default is not  remedied by
Landlord within 30 days after Tenant shall have given Landlord notice specifying
such  default,  and in the  case of any  such  default  which  cannot  with  due
diligence  and in good faith be cured  within 30 days,  within  such  additional
period,  if any, as may be  reasonably  required to cure such  default  with due
diligence and in good faith (it being intended that, in connection with any such
default which is not  susceptible  of being cured with due diligence and in good
faith within 30 days,  the time within  which  Landlord is required to cure such
default shall be extended for such additional period as may be necessary for the
curing thereof with due diligence and in good faith), then Tenant, without being
obligated  to do so and  without  thereby  waiving the  default,  shall have the
right,  but  not  the  obligation,   to  perform  the  nonstructural  repair  or
maintenance obligation which Landlord failed to perform as Landlord's agent. The
full  amount of the cost and  expense  so  incurred  by Tenant  shall be paid by
Landlord to Tenant,  within 30 days after  demand  therefor.  Tenant  shall give
advance  notice by telephone to the individual  from time to time  designated by
Landlord to receive  such notice of Tenant's  intention  to exercise  its rights
under this Article in the case of an emergency.

XXV. Holding Over.

     Except for any permitted  occupancy by Tenant under Article VIII, if Tenant
fails to surrender the Premises at the expiration or earlier termination of this
Lease,  occupancy of the Premises after the  termination or expiration  shall be
that of a tenancy at sufferance.  During the first 60 days of any such holdover,
Tenant shall pay an amount equal to 150% of the Base Rent and 100% of Additional
Rent due for the period  immediately  preceding  the  holdover,  calculated  and
payable  on a per day  basis for each day in such  initial  60 day  period  that
Tenant holds over in the Premises. Thereafter, commencing on the 61st day of any
such holdover, Tenant shall pay an amount (on a per calendar month basis without
reduction  for partial  calendar  months  during the  remainder of the holdover)
equal to 150% of the  greater  of:  (1) the sum of the Base Rent and  Additional
Rent due for the period  immediately  preceding  the  holdover;  or (2) the fair
market  gross  rental for the  Premises as  reasonably  determined  by Landlord.
Notwithstanding the foregoing, Tenant shall only be liable for 100% of Base Rent
and  Additional  Rent on a per diem  basis for the 5 day  period  following  the
expiration of this Lease if Tenant remains in possession of the Premises for the
sole purpose of removing the Required  Removables  as provided in Article VII of
this Lease.  No holdover by Tenant or payment by Tenant after the  expiration or
early termination of this Lease shall be construed to extend the Term or prevent
Landlord  from  immediate  recovery  of  possession  of the  Premises by summary
proceedings  or  otherwise.  In addition to the payment of the amounts  provided
above,  if Landlord  is unable to deliver  possession  of the  Premises to a new
tenant,  or to perform  improvements  for a new tenant,  as a result of Tenant's
holdover and Tenant fails to vacate the Premises  within 15 days after  Landlord
notifies  Tenant of  Landlord's  inability  to  deliver  possession,  or perform
improvements,  Tenant shall be liable to Landlord  for all  damages,  including,
without  limitation,  consequential  damages,  that  Landlord  suffers  from the
holdover.

XXVI. Subordination to Mortgages; Estoppel Certificate.

     Tenant  accepts  this Lease  subject and  subordinate  to any  mortgage(s),
deed(s)  of trust,  ground  lease(s)  or other  lien(s) or  encumbrances  now or
subsequently  arising  upon the  Premises,  the  Building,  the  Property or the
Project,  and to renewals,  modifications,  refinancings and extensions  thereof
(collectively  referred to as a  "Mortgage").  The party having the benefit of a
Mortgage  shall  be  referred  to  as  a  "Mortgagee".   This  clause  shall  be
self-operative,  but upon  request  from a  Mortgagee,  Tenant  shall  execute a
commercially  reasonable  subordination  agreement in favor of the Mortgagee. In
lieu of having the  Mortgage be superior to this Lease,  a Mortgagee  shall have
the right at any time to subordinate its Mortgage to this Lease. If requested by
a  successor-in-interest  to all or a part of Landlord's  interest in the Lease,
Tenant shall, without charge, attorn to the successor-in-interest.  Landlord and
Tenant shall each,  within 10 days after  receipt of a written  request from the
other,  execute  and  deliver an estoppel  certificate  to those  parties as are
reasonably  requested  by  the  other  (including  a  Mortgagee  or  prospective
purchaser).  The estoppel  certificate shall include a statement certifying that
this Lease is unmodified (except as identified in the estoppel  certificate) and
in full force and effect,  describing  the dates to which Rent and other charges
have been paid, representing that, to such party's actual knowledge, there is no
default  (or stating the nature of the alleged  default)  and  indicating  other
matters with respect to the Lease that may reasonably be requested.

Notwithstanding  the foregoing in this Article to the  contrary,  as a condition
precedent  to the  future  subordination  of this  Lease to a  future  Mortgage,
Landlord   shall  be  required  to  provide   Tenant  with  a   non-disturbance,
subordination,  and  attornment  agreement in favor of Tenant from any Mortgagee
who comes into existence  after the  Commencement  Date.  Such  non-disturbance,
subordination,  and attornment  agreement in favor of Tenant shall provide that,
so long as Tenant is paying the Rent due under the Lease and is not otherwise in
default  under  the  Lease  beyond  any  applicable  cure  period,  its right to
possession  and the other  terms of the  Lease  shall  remain in full  force and
effect.  Such  non-disturbance,  subordination,  and  attornment  agreement  may
include other  commercially  reasonable  provisions  in favor of the  Mortgagee,
including,  without  limitation,  additional  time on behalf of the Mortgagee to
cure  defaults of the Landlord and provide  that (a) neither  Mortgagee  nor any
successor-in-interest  shall  be  bound by (i) any  payment  of the  Base  Rent,
Additional  Rent,  or other  sum due under  this  Lease for more than 1 month in
advance or (ii) any  amendment  or  modification  of the Lease made  without the
express written consent of Mortgagee or any  successor-in-interest;  (b) neither
Mortgagee  nor  any  successor-in-interest  will  be  liable  for (i) any act or
omission or warranties of any prior landlord (including Landlord), but excluding
any  Landlord  default to the extent the same  continues  following  transfer of
title of the  Building,  the Property or the Project (as the case may be) to the
Mortgagee  (ii)  the  breach  of  any  warranties  or  obligations  relating  to
construction of improvements on the Property or any tenant finish work performed
or to have been performed by any prior landlord (including  Landlord),  or (iii)
the return of any security deposit, except to the extent such deposits have been
received by Mortgagee;  and (c) neither Mortgagee nor any  successor-in-interest
shall be subject to any offsets or defenses  which Tenant might have against any
prior landlord (including Landlord).

As of the date of this Lease,  there is no Mortgage or deed of trust encumbering
Landlord's title to the Property.

XXVII. Attorneys' Fees.

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

XXVIII. Notice.

     If a demand, request, approval, consent or notice (collectively referred to
as a "notice")  shall or may be given to either  party by the other,  the notice
shall be in writing and  delivered  by hand or sent by  registered  or certified
mail with return  receipt  requested,  or sent by  overnight or same day courier
service at the party's  respective  Notice  Address(es)  set forth in Article I,
except  that if Tenant has vacated the  Premises  (or if the Notice  Address for
Tenant is other than the Premises,  and Tenant has vacated such address) without
providing Landlord a new Notice Address, Landlord may serve notice in any manner
described in this Article or in any other manner  permitted by Law.  Each notice
shall be deemed to have been received or given on the earlier to occur of actual
delivery or the date on which delivery is refused, or, if Tenant has vacated the
Premises or the other Notice  Address of Tenant  without  providing a new Notice
Address,  3 days after notice is  deposited  in the U.S.  mail or with a courier
service in the manner described above. Either party may, at any time, change its
Notice  Address  (other than to a post  office box  address) by giving the other
party written notice of the new address in the manner described in this Article.
Service of any statutory  notices  required in connection with any rights of the
parties hereto shall be completed in a manner  mandated by the  applicable  Law,
including  California  Code of Civil  Procedure  Section  1162 or any similar or
successor statute.

XXIX. Excepted Rights.

     This  Lease  does not  grant  any  rights to light or air over or about the
Building or the Project. Landlord excepts and reserves exclusively to itself the
use of: (1)  roofs,  (2)  telephone,  electrical  and  janitorial  closets,  (3)
equipment rooms,  Building risers or similar areas that are used by Landlord for
the  provision  of Building  services,  (4) rights to the land and  improvements
below the floor of the Premises,  (5) the  improvements and air rights above the
Premises,  (6) the improvements and air rights outside the demising walls of the
Premises,  and (7) the areas within the Premises  used for the  installation  of
utility lines and other  installations  serving occupants of the Building or the
Project;  provided,  however,  that so long as Tenant is the Sole  Tenant of the
Building, clauses (1) through and including clause (3) and clause (7) shall have
no force and effect.  So long as Tenant is the Sole Tenant of the 2051 Building,
the  following  shall  apply:  (a)  Tenant  shall have  exclusive  access to the
telephone,  electrical,  and janitorial  closets and equipment rooms in the 2051
Building,  subject to Landlord's  rights under Article IX; (b) Tenant shall have
access to the Building's riser system or alternative  space in the 2051 Building
for the  installation  of cabling  and other  equipment  exclusive  of any other
tenants  of  the  Project;   (c)  Tenant  shall  be  permitted   access  to  the
telecommunications  closets of the 2051 Building  exclusive of any other tenants
of the Project.  If Tenant is not the Sole Tenant of the 2051  Building,  Tenant
shall not have  exclusive  access to the telephone,  electrical,  and janitorial
closets and equipment  rooms in the 2051 Building,  but,  instead,  Tenant shall
have access thereto to the extent  reasonably  necessary for Tenant's use of the
Premises.  So long as  Tenant  is the  Sole  Tenant  of the 2061  Building,  the
following shall apply:  (x) Tenant shall have exclusive access to the telephone,
electrical,  and  janitorial  closets and equipment  rooms in the 2061 Building,
subject to  Landlord's  rights under Article IX; (y) Tenant shall have access to
the Building's  riser system or  alternative  space in the 2061 Building for the
installation  of cabling and other  equipment  exclusive of any other tenants of
the  Project;  (z) Tenant shall be  permitted  access to the  telecommunications
closets of the 2061 Building  exclusive of any other tenants of the Project.  If
Tenant  is not the Sole  Tenant  of the 2061  Building,  Tenant  shall  not have
exclusive  access to the  telephone,  electrical,  and  janitorial  closets  and
equipment  rooms in the 2061 Building,  but,  instead,  Tenant shall have access
thereto to the extent  reasonably  necessary  for Tenant's use of the  Premises.
Reference is made to Section IX (Tenant's  Roof Rights) of Exhibit E (Additional
Provisions) to this Lease. Upon expiration or earlier  termination of this Lease
or Tenant's  right to possession of the Premises,  Tenant,  at Tenant's cost, if
requested  by  Landlord,  shall  remove all cabling  and conduit  from the riser
system or other portions of the Building outside of the Premises. No sooner than
180 days  prior to the  Termination  Date,  Tenant may  request in writing  that
Landlord  identify the then existing  cabling and conduit in the riser system or
other  portions  of the  Building  outside of the  Premises  that is required by
Landlord  to be removed by Tenant and  Landlord  shall  respond to such  request
within 60 days following Landlord's receipt thereof; provided,  however, that in
the event  Landlord fails to so respond to Tenant's  request,  Landlord shall be
deemed to require all then  existing  cabling and conduit in the riser system or
other portions of the Building outside of the Premises be removed.  Landlord has
the right to change the Building's or Project's name or address. Landlord hereby
agrees to  provide  to Tenant 60 days  notice  prior to making any change to the
address of either the 2051 Building or the 2061 Building.  Landlord also has the
right to make such  other  changes  to the  Building,  Property  and  Project as
Landlord deems appropriate, provided the changes do not materially and adversely
affect (A) Tenant's use of the Premises for the Permitted  Use, and (B) Tenant's
parking rights described in Exhibit F attached hereto.  Landlord shall also have
the right (but not the obligation) to temporarily close the Building if Landlord
reasonably  determines that there is an imminent danger of significant damage to
the Building or of personal  injury to Landlord's  employees or the occupants of
the Building.  The circumstances  under which Landlord may temporarily close the
Building shall include, without limitation, electrical interruptions, hurricanes
and civil disturbances. A closure of the Building under such circumstances shall
not  constitute a  constructive  eviction nor entitle  Tenant to an abatement or
reduction of Rent.

XXX. Surrender of Premises.

     At the expiration or earlier termination of this Lease or Tenant's right of
possession of the Premises,  Tenant shall remove Tenant's  Property  (defined in
Article XV) from the Premises,  and quit and surrender the Premises to Landlord,
broom clean,  and in good order,  condition  and repair,  ordinary wear and tear
and,  subject to any of Tenant's  obligations  as described in Articles XVII and
XVIII of this Lease,  damage by condemnation,  fire or other casualty  excepted.
Tenant shall also be required to remove the Required  Removables  in  accordance
with  Article  VIII and any  Alterations  required by Landlord to be removed (or
otherwise deemed required by Landlord to be removed) pursuant to Section IX.C of
this Lease.  If Tenant  fails to remove any of Tenant's  Property  within 5 days
after  the  termination  of this  Lease  or of  Tenant's  right  to  possession,
Landlord,  at  Tenant's  sole  cost  and  expense,  shall be  entitled  (but not
obligated)  to  remove  and  store  Tenant's  Property.  Landlord  shall  not be
responsible  for the value,  preservation  or safekeeping of Tenant's  Property.
Tenant  shall pay  Landlord,  upon  demand,  the  expenses  and storage  charges
incurred for Tenant's Property.  In addition, if Tenant fails to remove Tenant's
Property from the Premises or storage,  as the case may be, within 30 days after
written  notice,  Landlord  may deem all or any part of Tenant's  Property to be
abandoned,  and title to  Tenant's  Property  shall be deemed to be  immediately
vested in Landlord.

XXXI. Miscellaneous.

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

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

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

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

     E.   In the event Landlord  transfers title to the Buildings or the Project
          or otherwise  restructures the ownership and title to all or a portion
          of its real property  (including  properties owned by any affiliate of
          Landlord),  Landlord  shall  transfer and assign all of its rights and
          obligations  under this  Lease and in the  Building,  Property  and/or
          Project referred to herein to the transferee of Landlord's interest in
          the Building,  Property and/or  Project,  as the case may be, and upon
          such transfer Landlord shall be released from any further  obligations
          accruing hereunder (subject to the terms and conditions of Article XXI
          of this Lease),  and Tenant  agrees to look solely to the successor in
          interest of Landlord for the performance of such obligations, provided
          that, any successor pursuant to a voluntary, third-party transfer (but
          not as part of an involuntary transfer resulting from a foreclosure or
          deed in lieu thereof) shall have assumed Landlord's  obligations under
          this Lease either by contractual  obligation,  assumption agreement or
          by  operation  of law,  and further  provided  that  Landlord  and its
          successors,  as the case  may be,  shall  remain  liable  after  their
          respective  periods  of  ownership  with  respect  to any  sums due in
          connection  with a breach or default  by such party that arose  during
          such period of ownership by such party.

     F.   Tenant  represents  that it has dealt  directly with and only with the
          Broker  as a broker  in  connection  with  this  Lease.  Tenant  shall
          indemnify and hold Landlord and the Landlord  Related Parties harmless
          from all  claims of any other  brokers  claiming  to have  represented
          Tenant in connection with this Lease. Landlord agrees to indemnify and
          hold Tenant and the Tenant Related Parties harmless from all claims of
          any brokers claiming to have  represented  Landlord in connection with
          this Lease.

          Equity Office Properties Management Corp. ("EOPMC") is an affiliate of
          Landlord and  represents  only the Landlord in this  transaction.  Any
          assistance  rendered by any agent or  employee of EOPMC in  connection
          with this Lease or any subsequent amendment or modification hereto has
          been  or  will  be  made  as an  accommodation  to  Tenant  solely  in
          furtherance of consummating the transaction on behalf of Landlord, and
          not as agent for Tenant.

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

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

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

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

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

     L.   Except to the  extent  prohibited  by any  applicable  Securities  and
          Exchange Commission  requirements,  or any applicable Federal or State
          securities laws, Tenant,  within 15 days after request,  shall provide
          Landlord  with its most recent  audited  financial  statement and such
          other  information  as  Landlord  may  reasonably  request in order to
          create a "business  profile" of Tenant and determine  Tenant's ability
          to fulfill its obligations under this Lease. Landlord,  however, shall
          not require  Tenant to provide  such  information  unless  Landlord is
          requested to produce the  information  in  connection  with a proposed
          financing or sale of the  Building.  Upon  written  request by Tenant,
          Landlord  shall enter into a commercially  reasonable  confidentiality
          agreement  covering any confidential  information that is disclosed by
          Tenant.

     M.   If Tenant  fails to perform  any of its  obligations  under this Lease
          within any period  required under this Lease,  Landlord shall have the
          right,  but not  the  obligation,  with 3 days  prior  written  notice
          (except in the case of any dangerous condition or emergency,  in which
          case no notice  shall be required) to perform or cause to be performed
          such  obligations  on behalf and at the expense of Tenant,  and Tenant
          agrees to reimburse Landlord, as Additional Rent, upon demand, for any
          expense which  Landlord may incur in thus  affecting  compliance  with
          Tenant's  obligations  under this Lease  together with interest at the
          lesser of the  maximum  rate  permitted  by Law or the Prime  Rate (as
          defined in Article XX) plus 4% per annum.

     N.   This  Lease  shall be  subject  to the  terms  and  conditions  of (a)
          Declaration  Of Covenants,  Conditions And  Restrictions  Of Shoreline
          Technology Park ("Declaration") imposing certain covenants, conditions
          and  restrictions  on the use and  management of Shoreline  Technology
          Park,  (b)  the  Bylaws   ("Bylaws")  of  Shoreline  Park  Association
          ("Association"),  a California  nonprofit  mutual benefit  corporation
          charged with the responsibility of managing Shoreline  Technology Park
          in accordance with the  Declaration,  Articles Of Incorporation of the
          Association  ("Articles") and the Bylaws,  and (c) the rules ("Rules")
          adopted from time to time by the  Association  in accordance  with the
          Declaration  providing  for  restrictions  on  the  use  of  Shoreline
          Technology  Park.  The  Declaration,  Bylaws,  Articles  and Rules are
          collectively  referred  to herein as the  "Governing  Documents".  Any
          failure to comply with the Governing  Documents  (after the expiration
          of the applicable notice and cure period hereunder) shall be a default
          under the terms of this Lease.

XXXII. Entire Agreement.

     This Lease,  including the  following  exhibits and  attachments  which are
hereby  incorporated  into and made a part of this Lease,  constitute the entire
agreement   between  the  parties  and  supersede  all  prior   agreements   and
understandings related to the Premises,  including all lease proposals,  letters
of intent and other  documents:  Exhibit A (Outline and  Location of  Premises),
Exhibit B (Building Rules and  Regulations),  Exhibit C  (Commencement  Letter),
Exhibit D (Work Letter), Exhibit E (Additional  Provisions),  Exhibit F (Parking
Agreement),  Exhibit G (Form of  Letter  of  Credit);  and  Exhibit H  (Offering
Space).

                       [SIGNATURES ARE ON FOLLOWING PAGE]


<PAGE>


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


                      LANDLORD:

                      CA-SHORELINE TECHNOLOGY PARK LIMITED PARTNERSHIP,
                      a Delaware limited  partnership

                      By:      EOM GP, L.L.C., a Delaware limited liability
                               company, its general partner

                               By:      Equity Office Management, L.L.C.,
                                        a Delaware limited liability company,
                                        its non-member manager


                                        By:      /s/ John W. Petersen
                                                 --------------------

                                        Name:    John W. Petersen

                                        Title:   Regional Senior Vice President



                      TENANT:

                      ACTEL CORPORATION, a California corporation


                      By:      /s/ Jon A. Anderson
                               -------------------

                      Name:    Jon A. Anderson

                      Title:   VP of Finance, CFO


                      By:      /s/ David L. Van De Hey
                               -----------------------

                      Name:    David L. Van De Hey

                      Title:   VP & General Counsel and Secretary